Waiver of Condition Precedent
Waiver of Condition Precedent 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”) WAIVER OF CONDITION PRECEDENT 1. INTRODUCTION 1.1 PSL Shareholders are referred to - 1.1.1 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"); and 1.1.2 the announcement released on SENS on 8 July 2021, advising inter alia that all of the resolutions relating to the Scheme of Arrangement were passed by the requisite majority of PSL Shareholders. 1.2 Capitalised terms used herein that are not otherwise defined, bear the meanings ascribed to them in the Circular. 2. WAIVER OF A CONDITION PRECEDENT TO THE SCHEME OF ARRANGEMENT PSL Shareholders are hereby advised that PSL has waived the condition precedent set out in paragraph 126.96.36.199 of the Circular, relating to the exercise of appraisal rights by dissenting shareholders, to the extent that any valid demands were received by PSL in terms of section 164(7) of the Companies Act, read with section 115(8) of the Companies Act, within the period prescribed by section 164(7) of the Companies Act. Stellenbosch 14 July 2021 Sponsor and Transaction Independent Joint Legal Advisor Advisor Sponsor PSG Capital UBS South Africa Cliffe Dekker Hofmeyr Date: 14-07-2021 05:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.