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Psg Group/ Psgbh/ Absa - Update Regarding The Proposed Scheme Of Arrangement
Release Date: 30/01/2003 17:16:10 Code(s): ASA PSG PGH
PSG Group/ PSGBH/ Absa - Update regarding the proposed scheme of arrangement
relating to PSGBH
PSG Group Limited Absa Group Limited
(Incorporated in the Republic (Incorporated in the Republic
of South Africa) of South Africa)
(Registration number: (Registration number:
1970/008484/06) 1986/003934/06)
Share code: PSG ISIN: JSE code: ASA Issuer code:
ZAE000013017 AMAGB
("PSG Group") ISIN: ZAE 000013389
("Absa")
PSG Investment Bank Holdings
Limited
(Incorporated in the Republic
of South Africa)
(Registration number:
1998/017358/06)
Share code: PGH ISIN:
ZAE000018818
("PSGBH")
Update regarding the proposed scheme of arrangement relating to PSGBH
Shareholders are referred to the previous announcements dated 6 August 2002, 13
September 2002, 18 October 2002 and 29 November 2002 regarding the scheme of
arrangement ("scheme") proposed by Absa between PSGBH and its shareholders and
are advised that unconditional approvals have now been received from the
Competition Authorities, the South African Reserve Bank and the Minister of
Finance to proceed with the scheme.
The approval of the JSE Securities Exchange South Africa and the Securities
Regulation Panel can now be sought prior to an application to the High Court to
grant leave to convene the scheme meeting, which is anticipated to be held on
Monday, 10 March 2003.
The agreement between the parties has been amended so that, assuming that the
scheme will become operative on 31 March 2003, PSGBH shareholders will on that
date receive a scheme consideration from Absa of 62,75 cents per share plus a
capital distribution by PSGBH of 9,38 cents per share, i.e. an aggregate amount
of 72,13 cents per share. Should these amounts not be paid by 31 March 2003,
same will bear interest at 12% per annum (nominal annual compounded monthly in
arrears) from 1 April 2003 until date of payment.
Circulars to PSG Group and PSGBH shareholders, and a scheme circular to PSGBH
shareholders, will be mailed on or about 14 February 2003. Simultaneously,
salient times and dates in respect of the scheme and shareholder meetings will
be published on SENS and in the press. The deadline for the completion of all
remaining conditions precedent has been extended, by mutual agreement, to 30
April 2003.
Johannesburg
30 January 2003
Lead sponsor to PSG Independent advisor Lead sponsor to
Group and PSGBH to PSGBH Absa
PricewaterhouseCoop RMB Merrill Lynch
ers Corporate
Finance (Pty) Ltd
Reporting Advisors and co-
accountants sponsor to Absa
Absa Corporate and
PwC Chartered Merchant Bank
Accountants Corporate Finance
Joint sponsor Attorneys to Attorneys to Attorneys to
to PSG Group PSGBH PSG Group Absa and the
and PSGBH scheme
PSG Capital Fluxmans Jan S de Cliffe Dekker
Villiers
Date: 30/01/2003 05:16:00 PM Produced by the JSE SENS Department
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