| Wed 24 Aug 2011, 8:00 | | PSG/PLD - PSG Group Limited/Paladin Capital Limited - Confirmation of firm |
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PLD PSG
PLD PSG
PSG/PLD - PSG Group Limited/Paladin Capital Limited - Confirmation of firm
intention, withdrawal of cautionary, posting of circular and notice of general
meeting
PSG GROUP LIMITED
INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA
(REGISTRATION NUMBER 1970/008484/06)
SHARE CODE: PSG
ISIN CODE: ZAE000013017
("PSG")
PALADIN CAPITAL LIMITED
Incorporated in the Republic of South Africa
(Registration number: 2007/032836/06)
Share code: PLD
ISIN: ZAE000138970
("PALADIN")
CONFIRMATION OF FIRM INTENTION, WITHDRAWAL OF CAUTIONARY, POSTING OF CIRCULAR
AND NOTICE OF GENERAL MEETING
CONFIRMATION OF FIRM INTENTION
Shareholders are referred to the joint detailed cautionary announcement
relating to, inter alia, the conditional intention of PSG`s offer to acquire
100% of the issued ordinary shares in Paladin ("Conditional Intention"), which
constitutes a total of 108 295 409 Paladin shares not already held by PSG
through PSG Financial Services Limited ("Scheme Shares"), for either the share
consideration of 4 PSG shares for each 100 Scheme Shares disposed of in terms
of the Scheme or the cash consideration of 170 cents for each Scheme Share
disposed of ("the Scheme Consideration") in terms of a Scheme of Arrangement
("the Scheme"), as published on SENS on 13 July 2011 and in the press on 14
July 2011.
As stated in the aforementioned announcement, the Conditional Intention was
subject to the pre-condition that PSG shareholders placed sufficient shares
under the control of PSG directors in order to satisfy the Scheme
Consideration. At the general meeting of PSG shareholders held on 22 August
2011, PSG shareholders duly placed sufficient shares under the control of PSG
directors in order to satisfy the Scheme Consideration. Accordingly
shareholders are hereby advised that the Conditional Intention has become a
firm intention to make an offer.
PALADIN WITHDRAWAL OF CAUTIONARY
As the pre-condition to the Scheme has been fulfilled, Paladin shareholders
are hereby advised that caution is no longer required to be exercised by
Paladin shareholders when dealing in Paladin securities.
POSTING OF CIRCULAR
Paladin shareholders are hereby advised that a circular containing details of
the Scheme and incorporating a notice of a general meeting ("Circular") will
be posted to Paladin shareholders today and is available on Paladin`s website
at www.paladincapital.co.za. Paladin shareholders are advised to review the
Circular for the terms and conditions to the Scheme.
NOTICE OF GENERAL MEETING OF PALADIN SHAREHOLDERS
Notice is hereby given that a general meeting of Paladin shareholders will be
held at 10h00 on Thursday, 22 September 2011 at 1st Floor, Ou Kollege
Building, 35 Kerk Street, Stellenbosch for the purpose of considering and, if
deemed fit, passing with or without modification, the resolutions set out in
the notice of the general meeting included in the Circular.
IMPORTANT DATES AND TIMES RELATING TO THE SCHEME
The definitions and interpretations commencing on page 7 of the Circular shall
apply to these important dates and times relating to the Scheme set out below.
2011
Circular posted to Shareholders and notice convening Wednesday, 24 August
the General Meeting released on SENS on
Notice convening the General Meeting published in Thursday, 25 August
the South African press on
Last day to trade Paladin Shares in order to be Tuesday, 13 September
recorded in the Register on the Scheme Voting Record
Date on
Scheme Voting Record Date being 17h00 on Tuesday, 20 September
Proxy forms to be lodged at Transfer Secretaries by Wednesday, 21 September
10h00 on
Last date and time for Paladin Shareholders to give Thursday, 22 September
notice to Paladin objecting to the special
resolution approving the Scheme by 10h00 on
General Meeting to be held at 10h00 on Thursday, 22 September
Results of General Meeting released on SENS on Thursday, 22 September
Results of General Meeting published in the South Friday, 23 September
African press on
Last date for Paladin to send objecting Paladin Thursday, 6 October
Shareholders notices of the adoption of the special
resolution approving the Scheme on
Finalisation Date expected to be on Friday, 7 October
Finalisation Date announcement expected to be Friday, 7 October
released on SENS on
Finalisation Date announcement expected to be Monday, 10 October
published in the South African press on
Expected last day to trade Paladin Shares on the JSE Friday, 14 October
in order to be recorded in the Register to receive
the Scheme Consideration on
Suspension of listing of Paladin Shares at the Monday, 17 October
commencement of trade on the JSE expected to be on
Scheme Consideration Record Date to be recorded in Friday, 21 October
the Register in order to receive the Scheme
Consideration expected to be on or about
Final date for election of Scheme Consideration at Friday, 21 October
12h00 on
Expected Operative Date of the Scheme on Monday, 24 October
Payment or delivery of the Scheme Consideration Monday, 24 October
expected to be transferred electronically or posted
to certificated Scheme Participants (if form of
election, surrender and transfer (blue) contained in
the Circular and the Documents of Title are received
by the Transfer Secretaries on or before 12h00 on
the Scheme Consideration Record Date) on or about
Dematerialised Scheme Participants expected to have Monday, 24 October
their accounts held at their CSDP or Broker credited
with the Scheme Consideration on or about
Expected termination of listing of Paladin Shares on Tuesday, 25 October
the JSE`s AltX Board at the commencement of trade on
or about
Notes:
1. The above dates and times are subject to such changes as may be agreed to
by Paladin and PSG and approved by the JSE and/or the Takeover Regulation
Panel, if required. If the Conditions Precedent are not met by Friday, 7
October 2011, an updated timetable will be released on SENS and published
in the South African press.
2. Shareholders should note that, as trade in Paladin Shares on the JSE is
settled through Strate, settlement of trades takes place five Business
Days after the date of such trades. Therefore, shareholders who acquire
Shares on the JSE after the last day to trade in Paladin Shares in order
to be recorded in the Register on the Scheme Voting Record Date will not
be entitled to vote at the General Meeting.
3. Paladin Shareholders who wish to exercise their Appraisal Rights are
referred to Annexure 7 to the Circular for purposes of determining the
relevant timing for the exercise of their Appraisal Rights.
4. Dematerialised Shareholders, other than those with "own-name"
registration, must provide their CSDP or Broker with their instructions
for voting at the General Meeting and election of Scheme Consideration by
the cut-off time and date stipulated by their CSDP or Broker in terms of
their respective Custody Agreements.
5. No dematerialisation or re-materialisation of Shares may take place from
the Business Day following the Scheme LDT.
6. If the General Meeting is adjourned or postponed, forms of proxy
submitted for the initial General Meeting will remain valid in respect of
any adjournment or postponement of the General Meeting.
7. Although the salient dates and times are stated to be subject to change,
such statement may not be regarded as consent or dispensation for any
change to time periods which may be required in terms of the Companies
Regulations, where applicable, and any such consents or dispensations
must be specifically applied for and granted.
8. All times referred to in the Circular are references to South African
time.
Stellenbosch
24 August 2011
Corporate advisor to Paladin and PSG and Sponsor to PSG: PSG Capital
(Proprietary) Limited
Legal advisor to Paladin and PSG: Cliffe Dekker Hofmeyr Incorporated
Designated advisor and Independent advisor to Paladin: Questco Sponsors
(Proprietary) Limited
Independent reporting accountants to PSG: PricewaterhouseCoopers Incorporated
Date: 24/08/2011 08:00:01 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
