| Fri 2 Sep 2005, 18:22 | | PSG Group/ PSG Financial Services - Proposed Right |
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PSG Group/ PSG Financial Services - Proposed Rights Offer In Respect Of PSG
Financial Services` Preference Shares And Salient Dates And Times
PSG GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1970/008484/06)
JSE share code: PSG ISIN: ZAE000013017
(`PSG Group`)
PSG FINANCIAL SERVICES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1919/000478/06)
JSE share code: PGFP ISIN: ZAE000060166
(`PSG Financial Services` or `the company`)
PROPOSED RIGHTS OFFER IN RESPECT OF PSG FINANCIAL SERVICES` PREFERENCE SHARES
AND SALIENT DATES AND TIMES
PSG Capital is authorised to announce that the directors of PSG Financial
Services have resolved to undertake a partially underwritten renounceable rights
offer of 200 000 000 cumulative, non-redeemable, non-participating preference
shares with a par value of 1 cent each at an issue price of 95 cents per
preference share (`the rights shares`) to the preference shareholders of PSG
Financial Services recorded as such in the share register of the company at the
close of trade on Friday, 23 September 2005 in the ratio of one rights share for
every preference share held (the rights offer`).
The rights offer is undertaken in terms of the shareholders` resolutions passed
by the requisite majority of shareholders at PSG Financial Services` Annual
General Meeting on Friday, 24 June 2005. Shareholders approved the increasing of
the authorised preference share capital of the company, placing the unissued
preference shares under the control of the directors and making an application
to the JSE Limited (`the JSE`) for the listing of such additional preference
shares. Where necessary, these resolutions have been registered by the Registrar
of Companies. Upon the approval of the rights offer by the JSE, the underwriting
agreements entered into between the company and the joint underwriters in
respect of the rights offer shall become unconditional. The circular relating to
the rights offer shall as soon as possible thereafter be registered by the
Registrar of Companies. PSG Financial Services preference shareholders will be
advised on or about Friday, 9 September 2005 should such approval and
registration not occur as anticipated, and will accordingly be advised as to any
changes in the salient dates and times as set out in paragraph 3 below.
1. BACKGROUND AND PURPOSE OF THE RIGHTS OFFER
The rights offer is being undertaken against the following background:
1.1 PSG Group`s strategy, termed `Project Growth`, is aimed at delivering a
Return on Equity (`ROE`) of at least 20% to its shareholders. It is fully
committed to this strategy and has identified certain investment opportunities
capable of yielding attractive, yet sustainable, returns over time. Its recent
financial results, indicating a ROE of 25,4% on base headline earnings for 2005,
bears testimony to the success of this strategy thus far.
1.2 PSG Group therefore wishes to raise additional cost-effective permanent
capital as part of its overall capital management programme.
1.3 By strengthening its capital base, the funding will allow PSG Group to
pursue these identified strategic investment opportunities unreservedly.
1.4 Such investments may include further Broad-Based BEE transactions, but will
always amount to viable opportunities that will deliver tangible returns to
shareholders.
The board of directors, having regard to the above circumstances, considers a
rights offer to be the optimal method of raising long-term finance. Accordingly,
the board of directors unanimously supports the rights offer.
2. ACTION TO BE TAKEN BY PSG FINANCIAL SERVICES` PREFERENCE SHAREHOLDERS
A circular will be posted to all of the company`s preference shareholders
holding their preference shares in certificated form (`certificated preference
shareholders`) and to those preference shareholders holding their preference
shares in dematerialised form (`dematerialised preference shareholders`) who
have indicated to their Central Securities Depository Participants (`CSDP`) or
brokers that they wish to receive such communications from the company.
Certificated preference shareholders will also receive a printed form of offer
and instruction in respect of the renounceable (nil paid) letter of allocation.
Holders of dematerialised preference shares will not receive a printed form of
offer and instruction in respect of the renounceable (nil paid) letter of
allocation, but should instead receive notification from their CSDP or broker
regarding the rights shares to which they are entitled in terms of the rights
offer. Holders of dematerialised preference shares are required to notify their
duly appointed CSDP or broker of their acceptance (or otherwise) of the rights
offer in the manner and time stipulated in accordance with the agreement
governing the relationship between them and their CSDP or broker (`the
mandate`). If their CSDP or broker does not obtain such an instruction, or does
not obtain an instruction timeously from any such dematerialised preference
shareholder, then the CSDP or broker will be obliged to act in terms of the
mandate, and, if the mandate is silent in this regard, then the CSDP or broker
shall be obliged not to subscribe for the rights offer shares in terms of the
rights offer.
3. SALIENT DATES AND TIMES
2005
Last day to trade in PSG Financial Services preference
shares in order to qualify to participate
in the rights offer (cum entitlement) on Friday, 16 September
Listing of letters of allocation on the JSE
commences at 09:00 on Monday, 19 September
Letters of allocation commence trading on the
JSE at 09:00 on Monday, 19 September
PSG Financial Services preference shares commence
trading ex-rights on the JSE at the commencement
of trade on Monday, 19 September
Record date to participate in the rights offer Friday, 23 September
Rights offer opens at 09:00 on Monday, 26 September
Last day for trading in letters of allocation on
the JSE on Friday, 7 October
Listing of rights shares on the JSE commences at 09:00 on Monday, 10 October
Rights offer closes at 12:00 on Friday, 14 October
Record date for letters of allocation on Friday, 14 October
Form of offer and instruction, together with a
cheque in respect of certificated shareholders`
monies, to be received by no later than 12:00 on Friday, 14 October
Entitlements in terms of the rights offer available on Monday, 17 October
Rights shares issued and share certificates posted to
holders of certificated PSG Financial Services
shares on or about Monday, 17 October
CSDP or broker accounts in respect of holders of
dematerialised PSG Financial Services shares
debited and updated on Monday, 17 October
Results of rights offer released on SENS on Monday, 17 October
Refund cheques posted to holders of certificated
preference shareholders, if applicable,
in respect of unsuccessful excess applications on Tuesday, 18 October
Results of rights offer published in the press on Tuesday, 18 October
In respect of PSG Financial Services shares, share certificates may not be
dematerialised or rematerialised between Monday, 19 September 2005 and Friday,
23 September 2005, both days inclusive. CSDP`s will effect payment on a delivery
versus payment method in respect of holders of dematerialised shares. The above
dates and times are subject to amendment. Any such amendment will be released on
SENS and published in the press.
Stellenbosch
5 September 2005
Corporate advisor and joint sponsor
PSG CAPITAL
Lead sponsor
PricewaterhouseCoopers
Corporate Finance (Pty) Ltd
(Registration number 1970/003711/07)
Date: 02/09/2005 04:55:07 PM
Produced by the JSE SENS Department
