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PSG GROUP LIMITED - UNBUNDLING OF CAPITEC BANK HOLDINGS LIMITED
PSG GROUP LIMITED
(Registration number 1970/008484/06)
Share Code: PSG
ISIN: ZAE000013017
("PSG Group")
UNBUNDLING OF CAPITEC BANK HOLDINGS LIMITED ("CAPHOLD")
1. INTRODUCTION
1.1 PSG Group shareholders are referred to the announcement published in
the press on 29 September 2003 as well as PSG Group"s interim results
published in the press on 6 October 2003.
1.2 The first mentioned announcement contained details of PSG Group"s
proposed unbundling of its 55.27% in Caphold. The PSG Group interim
results contained the financial effects of the proposed unbundling.
1.3 In terms of the unbundling PSG Group shareholders recorded in the
register on the record date, which is expected to be Friday, 28
November 2003, will receive 33.08453 Caphold shares for every 100 PSG
Group shares held ("the unbundled shares").
2. SALIENT DATES & TIMES
2003
PSG Group circular posted to shareholders Tuesday, 28 October
Forms of proxy for the general meeting of
PSG Group shareholders to be lodged by
10:00 on Wednesday, 12 November
General meeting of PSG Group shareholders
to be held at 10:00 on Thursday, 13 November
Announcement of results of general meeting
on SENS on Thursday, 13 November
Announcement of results of general meeting
in the press on Friday, 14 November
Last day to trade PSG Group shares in order
to qualify for the unbundling on Friday, 21 November
PSG Group shares commence trading
ex-entitlement to the Caphold unbundling
shares on Monday, 24 November
Record date (shareholders must be recorded
in the register by close of trading on this
date, in order to participate in the
unbundling) on Friday, 28 November
Effective date of the unbundling on Monday, 1 December
Dematerialised shareholders will have their
accounts at their Central Securities
Depository Participant or broker updated on Monday, 1 December
Share certificates in respect of the Caphold
unbundling shares posted to qualifying
certificated shareholders on Monday, 1 December
Notes:
(1) The dates and times in this circular are subject to change. Any changes
will be published in the press.
(2) All times in this circular, unless otherwise indicated, are South African
times.
(3) The attention of PSG Group shareholders is drawn to the fact that PSG Group
certificated shareholders will receive a share certificate in respect of
the Caphold unbundling shares and will be required to dematerialise such
share certificate in order to trade his/her Caphold unbundling shares on
the JSE. The dematerialisation process can take between 24 hours and 10
days, depending on the volumes being processed by STRATE at the time of the
dematerialisation.
(4) No requests for the dematerialisation or rematerialisation of PSG Group
shares will be executed during the period commencing on Monday, 24 November
2003 and ending on Friday, 28 November 2003, both days inclusive.
3. OPINIONS AND RECOMMENDATIONS
The PSG Group board has considered the terms of the proposed unbundling and
is of the opinion that the proposed unbundling will be advantageous to PSG
Group shareholders and recommends that PSG Group shareholders vote in
favour of the resolutions necessary to implement the proposed unbundling.
Stellenbosch
23 October 2003
Corporate Advisor and Joint Sponsor to PSG GROUP:
PSG Capital
Attorneys:
Hofmeyr, Herbstein & Ghiwala Inc
Joint sponsor:
PRICEWATERHOUSECOOPERS CORPORATE FINANCE (PTY) LTD
Auditors and reporting accountants:
PRICEWATERHOUSECOOPERS INC
Date: 23/10/2003 01:21:03 PM Produced by the JSE SENS Department
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