| Thu 7 Feb 2002, 0:00 | | Psg Investment Bank - Salient Dates To The Propose |
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PSG INVESTMENT BANK
PSG Investment Bank Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1998/017358/06)
("PSGBH" )
(Share code : PGH
ISIN code : ZAE000018818)
CAPITEC BANK LIMITED
Capitec Bank Holdings Limited
(Previously Keynes Rational Limited)
(Incorporated in the Republic of South Africa)
(Registration number 1999/025903/06)
("Caphold")
(Share code : CPI
ISIN code : ZAE000035861)
Salient dates to the proposed listing of Caphold on the jse Securities
Exchange South Africa ("the jse")
pursuant to the unbundling of psgbh's 72,47% shareholding in Caphold
1. INTRODUCTION
1.1 It was announced in the press on Thursday, 31 January 2002 ("the first
announcement"), that the directors of PSGBH had resolved to effect the
restructuring of the PSGBH group of companies.
1.2 As a first step in such restructuring, PSGBH intends to distribute in
specie, by way of a reduction of PSGBH's share premium in terms of section
90 of the Companies Act, 1973 (Act 61 of 1973), as amended, all of the 48
306 002 Caphold shares held by PSGBH ("the Caphold unbundling shares") to
PSGBH shareholders on a pro rata basis ("the unbundling"), in the ratio of
3,37349 Caphold shares for every
100 PSGBH shares held on Friday, 22 February 2002 ("the record date").
1.3 Pursuant thereto, Caphold will be listed on the JSE ("the listing of
Caphold") with effect from 18 February 2002.
2. SALIENT DATES
The salient dates relating to the unbundling and the listing of Caphold are
set out below:
2002
Forms of proxy for the general meeting of PSGBH
shareholders to be lodged by
10:00 on Wednesday, 13 February
General meeting of PSGBH shareholders
to be held at 10:00 on Friday, 15 February
Results of the PSGBH general meeting and
the abridged pre-listing statement of Caphold published through the Stock
Exchange News
Service on Friday, 15 February
Last day to trade PSGBH shares in order
to qualify for the unbundling on Friday, 15 February
Abridged pre-listing statement of
Caphold published in the press on Monday, 18 February
Commencement of listing
Of Caphold, trading under the abbreviated
name "Capitec", in the Financial
"Financial Services" sector of the
JSE list on Monday, 18 February
Results of PSGBH general meeting (and
fulfilment of the conditions precedent
to the unbundling) published in the
press on or about Monday, 18 February
PSGBH share price adjusted in the JSE
records with effect from the commencement
of trading on Monday, 18 February
PSGBH shares commence trading ex-entitlement
to the Caphold unbundling shares on Monday, 18 February
Record date (PSGBH shareholders must
be registered by the close of trading
on this date, or such other date as
may be determined by the board of
directors of PSGBH and published
in the press, in order to participate
in the unbundling) on Friday, 22 February
Effective date of the unbundling on Monday, 25 February
Share certificates in respect of the
Caphold unbundling shares posted to
qualifying shareholders on(1)(2) Monday, 25 February
First settlement date in respect of
the trading of Caphold shares on Monday, 25 February
Notes:
(1) The attention of PSGBH shareholders is drawn to the fact that each PSGBH
shareholder (notwithstanding that he/she may have dematerialised his/her
PSGBH shares) will receive a share certificate in respect of the Caphold
unbundling shares and will be required to dematerialise such share
certificate in order to trade his/her Caphold unbundling shares on the JSE.
The dematerialisation process can take between 24 hours and 10 days,
depending on the volumes being processed by STRATE at the time of the
dematerialisation.
(2) No requests for the dematerialisation or rematerialisation of PSGBH
shares will be executed during the period commencing on Monday, 11 February
2002, and ending on Friday, 22 February 2002, both days inclusive.
3. CONDITIONS PRECEDENT
3.1 The unbundling and the listing of Caphold are subject to:
3.1.1 PSGBH shareholders in general meeting passing the ordinary resolutions
necessary to implement the unbundling;
3.1.2 the Registrar of Banks approving the unbundling and the listing of
Caphold; and
3.1.3 the Minister of Finance, through the Registrar of Banks, approving PSG
Financial Services Limited, a wholly-owned subsidiary of PSG Group Limited,
increasing its direct percentage interest in Caphold pursuant to the
unbundling from 7,44% to 50,93%.
3.2 PSGBH shareholders holding or controlling 60% of PSGBH's issued share
capital have given written undertakings to vote in favour of the
aforementioned resolutions to be proposed at the general meeting referred to
in 2 and 3.1 above.
3.3 PSGBH shareholders are advised that all other conditions precedent to
the unbundling and the listing of Caphold, as set out in paragraph 8 of the
first announcement, have been fulfilled.
4. CIRCULAR TO SHAREHOLDERS
4.1 A circular to PSGBH shareholders containing full details of the
unbundling as well as a pre-listing statement on Caphold ("the documents")
were posted to PSGBH shareholders on Thursday, 31 January 2002.
4.2 Copies of the documents are available from:
- PSG Investment Bank Limited
3rd Floor
160 Jan Smuts Avenue
Rosebank
2196;
- PricewaterhouseCoopers Corporate Finance (Proprietary) Limited
2 Eglin Road
Sunninghill
2157; and
- Capitec Bank Holdings Limited
No. 10 Quantum Street
Technopark
Stellenbosch
7600.
Johannesburg Stellenbosch
8 February 2002 8 February 2002
Investment bank and
joint sponsor
PSG Investment Bank
Lead sponsor
PricewaterhouseCoopers
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
(Registration number 1970/003711/07)
Attorneys to PSGBH
FRRW
Fluxman Rabinowitz - Raphaely Weiner
Attorneys to Caphold
Jan S de Villiers
Attorneys
Auditors and reporting accountants
PricewaterhouseCoopers
PricewaterhouseCoopers Inc
Chartered Accountants (SA)
Registered Accountants and Auditors
(Registration number 1998/012055/21)
