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PSG GROUP/PSGBH - PROPOSED DISPOSAL OF PSGBH TO ABSA BANK LIMITED AND FURTHER
CAUTIONARY ANNOUNCEMENT
PSG Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1970/008484/06)
(Share code: PSG ISIN: ZAE000013017)
("PSG Group")
PSG Investment Bank Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1998/017358/06)
(Share code: PGH ISIN: ZAE000018818)
("PSGBH")
PROPOSED DISPOSAL OF PSGBH TO ABSA BANK LIMITED AND FURTHER CAUTIONARY
ANNOUNCEMENT
Further to the cautionary announcement dated 24 July 2002 PSGBH shareholders are
advised that ABSA Bank Limited ("Absa") will propose a scheme of arrangement
("the scheme") in terms of which Absa will make an offer to all PSGBH
shareholders to acquire all their PSGBH shares at 60 cents per share after a
capital distribution to PSGBH shareholders of approximately 10,3 cents per
share. The said distribution will comprise of cash of approximately 4 cents per
share and shares in Vestacor Limited ("Vestacor") equivalent to 6,3 cents per
PSGBH share based on a Vestacor market price of 110 cents per share ("the
distribution"). The offer consideration will therefore equate to a total of
approximately 70,3 cents per PSGBH share.
RATIONALE
The financial services sector in South Africa is experiencing a period of
consolidation and transformation. PSGBH is an A2 banking group and has not
escaped the severe impact of events in this sector. Although it has been able to
weather the liquidity crisis experienced in this sector remarkably well, it has,
over time, had a substantial reduction in its deposit base, which necessitated a
sale in assets. The aforementioned and the necessity to realise assets have had
a severe impact on PSGBH`s short term profitability, which effect will equally
impact on PSG Group.
The proposal will unlock value for PSGBH`s shareholders (including PSG Group)
and will enable PSG Group to re-align its role as a financial services group.
CONDITIONS PRECEDENT
The proposal is conditional upon:
- Absa being satisfied that the PSGBH tangible net asset value per share
after the distribution is not less than 58 cents per share;
- obtaining the necessary regulatory approvals;
- the requisite majority of PSG Group shareholders approving the disposal of
PSGBH; and
- the requisite majority of PSGBH shareholders voting in favour of the
scheme.
FURTHER CAUTIONARY ANNOUNCEMENT AND DOCUMENTATION
The relevant documentation, including the terms of the agreement and further
announcements will be communicated after, inter alia, Absa has confirmed the
PSGBH`s tangible net asset value and the Competition Authorities have issued a
ruling regarding the proposed transaction. PSG Group and PSGBH shareholders are
advised to continue to exercise caution in dealing in their shares until a
further announcement is made.
6 August 2002
Investment bank and joint sponsor
PSG Investment Bank
Sponsor to PSG Group and PSGBH
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
(Reg No 1970/003711/07)
Attorneys to PSGBH
Fluxmans Attorneys
Website: www.fluxmans.com
Fluxmans Inc Registration number 2000/024775/21
Date: 06/08/2002 05:27:42 PM Produced by the JSE SENS Department
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