26 Jul - 3 min read

Finalisation Announcement in Respect of the Scheme and Confirmation of Final Scheme Consideration

Finalisation Announcement in Respect of the Scheme and Confirmation of Final Scheme Consideration

PSG GROUP LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1970/008484/06
JSE Limited share code: PSG
ISIN code: ZAE000013017
LEI code: 378900CD0BEE79F35A34

PSG FINANCIAL SERVICES LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1919/000478/06
JSE Limited share code: PGFP
ISIN code: ZAE000096079
LEI code: 378900E99AFDC02B0F23
(“PSL”)


FINALISATION ANNOUNCEMENT IN RESPECT OF THE SCHEME AND CONFIRMATION
OF FINAL SCHEME CONSIDERATION


1. INTRODUCTION

1.1. PSL Shareholders are referred to the circular issued by PSL to the PSL Shareholders
     dated 9 June 2021 (“Circular”) relating to the scheme of arrangement in terms of section
     114(1) of the Companies Act, proposed between PSL and the PSL Preference
     Shareholders, in terms of which, if successfully implemented, PSL will repurchase all of
     the PSL Preference Shares from the PSL Preference Shareholders (“Scheme of
     Arrangement”).

1.2. Capitalised terms used herein that are not otherwise defined, bear the meanings
     ascribed to them in the Circular.

2. FULFILMENT OF THE CONDITIONS PRECEDENT TO THE SCHEME OF
   ARRANGEMENT

   PSL is hereby pleased to announce that all the Conditions, as detailed in the Circular, have
   been fulfilled and/or waived, and accordingly the Scheme has become unconditional.

3. FINAL SCHEME CONSIDERATION

   The final Scheme Consideration payable to PSL Shareholders on the Scheme
   Implementation Date will be R83.54099 per Scheme Share, comprising the aggregate of
   the Base Scheme Consideration of R81 per Scheme Share plus an amount of R2.54099
   per Scheme Share, being the amount equal to the preference dividend that would have
   been calculated on a Scheme Share up to the Scheme Consideration Record Date (as if
   the Scheme Consideration Record Date is a preference dividend accrual date in terms of
   the rights attaching to the PSL Preference Shares).

4. IMPORTANT DATES AND TIMES

   PSL Shareholders are advised of the following important dates and times in respect of the
   implementation of the Scheme of Arrangement.
                                                                                
                                                                              2021

 Scheme Finalisation Date                                                 Monday, 26 July

 Scheme Finalisation Date announcement and announcement                   Monday, 26 July
 of final Scheme Consideration released on SENS on

 Scheme Finalisation Date announcement published in the                   Tuesday, 27 July
 South African press on

 Scheme LDT                                                               Tuesday, 3 August

 Trading in PSL Preference Shares on the JSE suspended from               Wednesday, 4 August
 commencement of trade on

 Scheme Consideration Record Date to be recorded in the                   Friday, 6 August
 Register in order to receive the Scheme Consideration

 Scheme Implementation Date                                               Tuesday, 10 August

 Scheme Consideration payment to Dematerialised PSL                       Tuesday, 10 August
 Preference Shareholders to take place on

 Scheme Consideration payment to Certificated PSL                         Tuesday, 10 August
 Preference Shareholders to take place within 5 business days
 of (assuming surrender of documents of title and duly
 completed forms of surrender)

 Termination of listing of PSL Preference Shares on the JSE at            Wednesday, 11 August
 commencement of trade on


Notes:

 1.   No dematerialisation or rematerialisation of PSL Preference Shares may take place from
      the commencement of business on the business day following the Scheme LDT, being
      Tuesday, 3 August 2021.

 2.   All times referred to above are references to South African Standard Time.

Stellenbosch
26 July 2021


  Sponsor and Transaction           Independent Joint               Legal Advisor
         Advisor                        Sponsor

          PSG Capital                UBS South Africa            Cliffe Dekker Hofmeyr

Date: 26-07-2021 11:00:00
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