| Mon 26 Jul 2021, 11:00 | | PSG GROUP LIMITED - Finalisation Announcement in Respect of the Scheme and Confirmation of Final Scheme Consideration |
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Finalisation Announcement in Respect of the Scheme and Confirmation of Final Scheme Consideration
PSG GROUP LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1970/008484/06
JSE Limited share code: PSG
ISIN code: ZAE000013017
LEI code: 378900CD0BEE79F35A34
PSG FINANCIAL SERVICES LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1919/000478/06
JSE Limited share code: PGFP
ISIN code: ZAE000096079
LEI code: 378900E99AFDC02B0F23
(“PSL”)
FINALISATION ANNOUNCEMENT IN RESPECT OF THE SCHEME AND CONFIRMATION
OF FINAL SCHEME CONSIDERATION
1. INTRODUCTION
1.1. PSL Shareholders are referred to the circular issued by PSL to the PSL Shareholders
dated 9 June 2021 (“Circular”) relating to the scheme of arrangement in terms of section
114(1) of the Companies Act, proposed between PSL and the PSL Preference
Shareholders, in terms of which, if successfully implemented, PSL will repurchase all of
the PSL Preference Shares from the PSL Preference Shareholders (“Scheme of
Arrangement”).
1.2. Capitalised terms used herein that are not otherwise defined, bear the meanings
ascribed to them in the Circular.
2. FULFILMENT OF THE CONDITIONS PRECEDENT TO THE SCHEME OF
ARRANGEMENT
PSL is hereby pleased to announce that all the Conditions, as detailed in the Circular, have
been fulfilled and/or waived, and accordingly the Scheme has become unconditional.
3. FINAL SCHEME CONSIDERATION
The final Scheme Consideration payable to PSL Shareholders on the Scheme
Implementation Date will be R83.54099 per Scheme Share, comprising the aggregate of
the Base Scheme Consideration of R81 per Scheme Share plus an amount of R2.54099
per Scheme Share, being the amount equal to the preference dividend that would have
been calculated on a Scheme Share up to the Scheme Consideration Record Date (as if
the Scheme Consideration Record Date is a preference dividend accrual date in terms of
the rights attaching to the PSL Preference Shares).
4. IMPORTANT DATES AND TIMES
PSL Shareholders are advised of the following important dates and times in respect of the
implementation of the Scheme of Arrangement.
2021
Scheme Finalisation Date Monday, 26 July
Scheme Finalisation Date announcement and announcement Monday, 26 July
of final Scheme Consideration released on SENS on
Scheme Finalisation Date announcement published in the Tuesday, 27 July
South African press on
Scheme LDT Tuesday, 3 August
Trading in PSL Preference Shares on the JSE suspended from Wednesday, 4 August
commencement of trade on
Scheme Consideration Record Date to be recorded in the Friday, 6 August
Register in order to receive the Scheme Consideration
Scheme Implementation Date Tuesday, 10 August
Scheme Consideration payment to Dematerialised PSL Tuesday, 10 August
Preference Shareholders to take place on
Scheme Consideration payment to Certificated PSL Tuesday, 10 August
Preference Shareholders to take place within 5 business days
of (assuming surrender of documents of title and duly
completed forms of surrender)
Termination of listing of PSL Preference Shares on the JSE at Wednesday, 11 August
commencement of trade on
Notes:
1. No dematerialisation or rematerialisation of PSL Preference Shares may take place from
the commencement of business on the business day following the Scheme LDT, being
Tuesday, 3 August 2021.
2. All times referred to above are references to South African Standard Time.
Stellenbosch
26 July 2021
Sponsor and Transaction Independent Joint Legal Advisor
Advisor Sponsor
PSG Capital UBS South Africa Cliffe Dekker Hofmeyr
Date: 26-07-2021 11:00:00
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