| Wed 8 Jan 2003, 18:03 | | Sale By Psgbh Of Its Shares In Vestacor Limited |
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Sale by PSGBH of its shares in Vestacor Limited
PSG Investment Bank Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1998/017358/06)
(Share code: PGH ISIN: ZAE000018818)
("PSGBH")
Sale by PSGBH of its shares in Vestacor Limited ("Vestacor") and offer by
Corpcapital Investments (Proprietary) Limited to shareholders of Vestacor:
Claims of PSGBH minorities to Vestacor shares
PSGBH shareholders are referred to:
- the announcement by PSG Group Limited and PSGBH dated 29 November 2002
regarding the sale by PSGBH of its 47,1% interest in Vestacor to Corpcapital
Investments (Proprietary) Limited ("CIL"), a wholly owned subsidiary of
Corpcapital Limited ("Corpcapital") ("the Vestacor change of control"), pursuant
to which PSGBH intends distributing 5 cents per PSGBH share to PSGBH
shareholders ("the cash distribution"), simultaneously with the final
implementation of the proposed take-over of PSGBH by Absa Bank Limited ("the
November 2002 announcement"); and
- the announcements by Corpcapital dated 29 November 2002 and 6 January 2003
regarding the offer by CIL to Vestacor shareholders to acquire their Vestacor
shares for a cash consideration of 86,9 cents per Vestacor share ("the Vestacor
offer") pursuant to the Vestacor change of control.
As stated in the November 2002 announcement, it had been agreed with Corpcapital
and CIL that, subject to the cash distribution being approved by PSGBH
shareholders and implemented, any PSGBH shareholders that were registered as
such on 29 November 2002 (other than PSG Group Limited and the PSGBH Share
Incentive Trust) who have valid claims to delivery of Vestacor shares from
PSGBH, as opposed to payment of cash in respect thereof in terms of the cash
distribution, and who submit their claims for Vestacor shares within 14 days of
the date of the Vestacor offer being made, will be entitled to receive Vestacor
shares instead of cash, in the ratio of 5,77754 Vestacor shares for every 100
PSGBH shares held on 29 November 2002, against payment to Corpcapital of an
amount of 86,9 cents per Vestacor share, plus interest thereon at prime from 2
December 2002 to the date of payment, plus the costs of transferring the
relevant shares to such PSGBH shareholder.
The Vestacor offer was made, by way of a circular to Vestacor shareholders ("the
Vestacor circular"), on 7 January 2003. A copy of the Vestacor circular has been
sent to PSGBH shareholders. Those PSGBH shareholders who validly claim delivery
of Vestacor shares as detailed above by Tuesday, 21 January 2003 and who are
still registered as PSGBH shareholders at the record date for the cash
distribution, will, subject to the cash distribution being approved by PSGBH
shareholders and implemented, be entitled to receive Vestacor shares at the time
of final implementation of the cash distribution, provided that PSGBH
shareholders who acquired or acquire further PSGBH shares subsequent to 29
November 2002, will not be entitled to receive more Vestacor shares than they
would have been entitled to based on the number of PSGBH shares held on 29
November 2002, nor would PSGBH shareholders be entitled to Vestacor shares in
respect of PSGBH shares sold subsequent to 29 November 2002.
Certificated PSGBH shareholders who wish to submit a claim to receive Vestacor
shares on the basis set out above, are requested to contact Mr Daryl Paynter at
Corpcapital, in writing at Corpcapital, 2 Arnold Road, Rosebank, Johannesburg
2196 (or PO Box 471917, Parklands 2121), or by facsimile on number (011) 283
0066, BY NO LATER THAN 16:00 on Tuesday, 21 January 2003. Dematerialised PSGBH
shareholders who wish to receive Vestacor shares on the basis described, should
request their CSDP or broker to contact Corpcapital as set out above. The
purchase consideration due in respect of such Vestacor shares will be paid by
PSGBH, on behalf of the shareholders concerned, in lieu of the cash
distribution, at the time the cash distribution is implemented. The cash
distribution will only be implemented some time after the record date for the
Vestacor offer. Consequently, notwithstanding anything to the contrary contained
in the Vestacor circular, PSGBH shareholders who validly claim Vestacor shares
as contemplated herein will not be entitled to participate in the Vestacor
offer.
PSGBH shareholders should note that the listing of Vestacor on the JSE
Securities Exchange South Africa is due to be suspended on 4 February 2003 and
terminated on 20 March 2003, following implementation of the Vestacor offer.
Accordingly, PSGBH shareholders who validly claim and subsequently receive
Vestacor shares on the basis as set out above, will be holding shares in an
unlisted entity.
This announcement will be posted to registered PSGBH shareholders on 9 January
2003.
Johannesburg
8 January 2003
Corporate adviser and joint sponsor
PSG Capital
Sponsor
Pricewaterhouse Coopers
Corporate Finance (Pty) Ltd
(Reg number 1970/003711/07)
Date: 08/01/2003 05:37:25 PM Produced by the JSE SENS Department
