| Wed 10 Aug 2022, 16:00 | | PSG GROUP LIMITED - Results of the General Meeting held at 10:00 on 10 August 2022 relating to the PSG Group Restructuring |
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Results of the General Meeting held at 10:00 on 10 August 2022 relating to the PSG Group Restructuring
PSG GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1970/008484/06)
JSE Limited (“JSE”) share code: PSG
ISIN code: ZAE000013017
LEI code: 378900CD0BEE79F35A34
(“PSG Group” or “the Company”)
RESULTS OF THE GENERAL MEETING HELD AT 10:00 ON 10 AUGUST 2022 RELATING TO
THE PSG GROUP RESTRUCTURING
1. INTRODUCTION
1.1 Shareholders are referred to the various announcements released by PSG Group on the
JSE’s Stock Exchange News Service (“SENS”) and the circular distributed to Shareholders
on Friday, 8 July 2022 (“Circular”), advising that, subject to the fulfilment (or where
applicable, waiver) of the PSG Group Restructuring Conditions, PSG Group will, as one
indivisible arrangement, implement the PSG Group Restructuring (comprising the PSG
Group Unbundling, the PSG Group Scheme and the Delisting) on the terms set out in the
Circular.
1.2 All capitalised terms used but not defined in this announcement shall bear the meanings
ascribed to them in the Circular.
2. RESULTS OF THE GENERAL MEETING
2.1 PSG Group Shareholders are advised that at the General Meeting, all the Resolutions,
including the PSG Group Restructuring Resolution, were passed by the requisite majorities
of PSG Group Shareholders, thereby approving, inter alia, the PSG Group Restructuring.
2.2 The detailed results of the General Meeting are as follows:
Number of
Votes Shares voted
Votes for against at the
Resolution Resolution Number of General
as a as a Shares voted Meeting as a
percentage percentage at the Number of percentage
of total of total General Shares of total
number of number of Number of Meeting as a abstained as Shares
Resolutions Shares Shares voted Shares voted percentage a percentage eligible to be
tabled at the voted at the at the at the of gross of gross voted at the
General General General General Shares in Shares in General
Meeting Meeting Meeting Meeting issue issue Meeting
Special
Resolution
Number 1:
Approval of
the PSG
Group
Restructuring 95.01% 4.99% 96,202,168 43.09% 0.02% 70.25%
Special
Resolution
Number 2:
Approval of
fees for the
Independent
Board
Members 97.30% 2.70% 165,831,882 74.27% 0.17% 79.21%
Special
Resolution
Number 3:
Approval of
fees for the
Non-
executive
Board
Members 99.88% 0.12% 166,173,887 74.43% 0.02% 79.37%
Note:
Total number of Shares in issue as at the date of the General Meeting was 223,268,463, of which
13,912,419 were treasury shares not eligible to be voted. Remaining Shareholders holding
72,421,530 Shares in aggregate were not eligible to exercise their votes in respect of Special
Resolution Number 1.
3. PSG GROUP RESTRUCTURING CONDITIONS
To date, the PSG Group Restructuring Conditions set out in paragraphs 3.3.2.1, 3.3.2.5 and
3.3.2.6 of the Circular have been fulfilled. The PSG Group Restructuring remains subject to the
fulfilment (or, where applicable, waiver) of the remaining PSG Group Restructuring Conditions,
including, inter alia, (i) no valid demands (relating to Appraisal Rights) (“Demands”) being
received by PSG Group from any Shareholder in terms of section 164(7) read with section
115(8) of the Companies Act (“Appraisal Rights Condition”), (ii) disqualified person PSG
Group Shareholders not holding more than 22.9% in aggregate of PSG Group Shares in issue
and (iii) the TRP issuing a compliance certificate in accordance with section 119(4)(b) of the
Companies Act in respect of the PSG Group Unbundling and the PSG Group Scheme.
4. EXERCISE OF APPRAISAL RIGHTS
4.1 As referred to above, it is a condition precedent to the PSG Group Restructuring that no valid
Demands (relating to Appraisal Rights) be received by PSG Group from any PSG Group
Shareholder. The purpose of the Appraisal Rights granted in terms of the Companies Act is
to afford minority shareholders an opportunity to exit their shareholding in a company, at fair
value, in situations where they do not wish to participate in or disagree with a fundamental
transaction (or where they oppose certain MOI amendments) approved by the requisite
majority of shareholders.
4.2 It is noted that two Shareholders delivered notices of objection to PSG Group as
contemplated in section 164(3) of the Companies Act, which are in the process of being
verified. At least one of those Shareholders acquired the Shares in question after the
announcement of the PSG Group Restructuring on SENS, setting out the terms and
conditions of the proposed transaction. PSG Group believes that Appraisal Rights offer an
important means of shareholder protection, but is aware of the growing trend among certain
investors to acquire shares following the announcement of a fundamental transaction in the
hope of extracting a profit from the company under the guise of minority protection (the so-
called appraisal rights arbitrage).
4.3 Should the Shareholders in question persevere and deliver a Demand, this would result in
the Appraisal Rights Condition failing and the PSG Group Restructuring not proceeding,
unless the condition is waived by the Company. The PSG Group Board is currently
considering the matter and whether or not to waive this condition, should Demands be
received from the Shareholders in question. It should be noted that even if fulfilment of the
condition is waived, the implementation of the PSG Group Restructuring could nevertheless
be delayed, given the timelines and processes prescribed in section 164 of the Companies
Act.
4.4 If the abovementioned Dissenting Shareholders deliver Demands, they shall, in terms of
section 164(9) of the Companies Act, not have any further rights in respect of their Shares
other than to be paid the fair value thereof, with such fair value either being agreed between
the Company and the Shareholders in question or being determined by the court after the
PSG Group Restructuring becomes effective. Accordingly, such Dissenting Shareholders will
not receive any Unbundled Shares in PSG Konsult, Curro, Kaap Agri, CA&S or Stadio in
terms of the PSG Group Unbundling and also no Scheme Consideration in terms of the PSG
Group Scheme.
5. ANTICIPATED TIMING
Subject to the fulfilment (or, where applicable, waiver) of the remaining PSG Group
Restructuring Conditions, the PSG Group Restructuring will be implemented in accordance with
the timetable appearing in the Salient Dates and Times section of the Circular and announced
on SENS on 8 July 2022, unless there is a delay. PSG Group will keep Shareholders apprised
of the progress towards finalising the remaining PSG Group Restructuring Conditions.
6. RESPONSIBILITY STATEMENT
6.1 The Independent Board individually and collectively accepts full responsibility for the
accuracy of the information contained in this announcement. In addition, the Independent
Board certifies that to the best of its knowledge and belief, the information contained in this
announcement solely pertaining to the Company is true and, where appropriate, does not
omit anything that is likely to affect the importance of the information contained herein or
which would make any statement false or misleading, and that all reasonable enquiries to
ascertain such information have been made and the announcement contains all information
required by law and the JSE Listings Requirements.
6.2 The PSG Group Board (excluding the members of the Independent Board) (“Board”)
individually and collectively accepts full responsibility for the accuracy of the information
contained in this announcement. In addition, the Board certifies that, to the best of its
knowledge and belief, the information contained in this announcement solely pertaining to
the Company is true and, where appropriate, does not omit anything that is likely to affect
the importance of the information contained herein or which would make any statement false
or misleading, and that all reasonable enquiries to ascertain such information have been
made and the announcement contains all information required by law and the JSE Listings
Requirements.
PSG Group wishes to thank Shareholders for their support in approving the PSG Group Restructuring.
Stellenbosch
10 August 2022
Transaction Advisor and Sponsor – PSG Capital
Independent Joint Sponsor – Tamela Holdings Proprietary Limited
Legal Advisor as to South African law – Cliffe Dekker Hofmeyr Incorporated
Disclaimers
The release, publication or distribution of this announcement in jurisdictions other than South Africa
may be restricted by law. The distribution of the Unbundled Shares to Foreign Shareholders in terms
of the PSG Group Unbundling or the transfer of PSG Group Shares in terms of the PSG Group
Scheme may be affected by the laws of the relevant Foreign Shareholders’ jurisdictions. In this regard,
Foreign Shareholders are referred to the further details set out below.
Foreign Shareholders: General
No action has been taken by PSG Group to obtain any approval, authorisation or exemption to permit
the distribution of the Unbundled Shares or the PSG Group Scheme or the possession or distribution
of this announcement (or any other publicity material relating to the Unbundled Shares or the PSG
Group Shares in terms of the PSG Group Scheme) in any jurisdictions other than South Africa.
The PSG Group Restructuring is being conducted under the procedural requirements and disclosure
standards of South Africa which may be different from those applicable in other jurisdictions. The legal
implications of the PSG Group Restructuring on persons resident or located in jurisdictions outside of
South Africa may be affected by the laws of the relevant jurisdiction. Such persons should consult
their professional advisors and inform themselves about any applicable legal requirements, which
they are obligated to observe. It is the responsibility of any such persons participating in the PSG
Group Restructuring to satisfy themselves as to the full observance of the laws of the relevant
jurisdiction in connection therewith.
Foreign Shareholders should refer to and take into account the disclaimers set out in this
announcement and contained in the Circular in relation to those jurisdictions.
Foreign Shareholders should nevertheless consult their own professional advisors and satisfy
themselves as to the applicable legal requirements in their jurisdictions.
Notice to Foreign Shareholders located in the United States of America (“US”)
This announcement is not an offer of securities for sale in the US. The Unbundled Shares and the
PSG Group Shares have not been and will not be registered under the US Securities Act of 1933, as
amended (the “US Securities Act”), or with any regulatory authority of any state or other jurisdiction
in the US and may not be offered, sold, exercised, transferred or delivered, directly or indirectly, in or
into the US at any time except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act and applicable state and other securities laws of
the US.
The Unbundled Shares and the PSG Group Shares have not been and will not be listed on a US
securities exchange or quoted on any inter-dealer quotation system in the US. The Company does
not intend to take any action to facilitate a market in the Unbundled Shares or the PSG Group Shares
in the US. Consequently, it is unlikely that an active trading market in the US will develop for the
Unbundled Shares or the PSG Group Shares.
The Unbundled Shares and the PSG Group Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities commission in the US or any other
regulatory authority in the US, nor have any of the foregoing authorities passed comment on, or
endorsed the merit of, the PSG Group Restructuring or the accuracy or the adequacy of this
announcement or the information contained herein. Any representation to the contrary is a criminal
offence in the US.
Notice to Foreign Shareholders located in the European Economic Area (“EEA”) and the
United Kingdom ("UK")
This announcement is not a prospectus, for the purposes of the Prospectus Regulation (EU)
2017/1129 or Regulation (EU) No 2017/1129 as amended by The Prospectus (Amendment etc.) (EU
Exit) Regulations 2019, which is part of UK law by virtue of the European Union (Withdrawal) Act
2018 as amended, on the basis that the Unbundled Shares and the PSG Group Shares are not being
admitted to trading on a regulated market situated or operating within the EEA or the UK, nor is there
an offer to the public in respect of the Unbundled Shares or the PSG Group Shares in any member
state of the EEA or in the UK. Accordingly, any person making or intending to make any offer for the
Unbundled Shares, or the PSG Group Shares should only do so in circumstances in which no
obligation arises for PSG Group or the issuers of the Unbundled Shares to produce a prospectus for
such offer. The Company has not authorised the making of any offer for the Unbundled Shares or the
PSG Group Shares through any financial intermediary.
Date: 10-08-2022 04:00:00
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The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
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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,
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