Try our mobile app
PSG Group Limited (JSE:PSG) News - Distribution of Circular and Notice Of General Meeting
PSG GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1970/008484/06)
JSE Limited (“JSE”) share code: PSG
ISIN code: ZAE000013017
LEI code: 378900CD0BEE79F35A34
(“PSG Group” or “the Company”)
DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
1. INTRODUCTION
1.1 PSG Group Shareholders are referred to the Detailed Cautionary Announcement released
by PSG Group on SENS on 1 March 2022, advising PSG Group Shareholders that the PSG
Group Board (with the recusal of the directors who are Remaining Shareholders) had, in
principle, resolved to investigate the unlocking of value for the benefit of PSG Group
Shareholders, through the steps set out therein, as well as to the Firm Intention
Announcement dated 25 April 2022, advising PSG Group Shareholders that, subject to the
fulfilment (or where permissible, waiver) of the PSG Group Restructuring Conditions,
including receipt of the requisite Shareholder approval, PSG Group will, as one indivisible
arrangement, implement the PSG Group Restructuring, a summary of which is set out in
paragraph 2 below.
1.2 The circular detailing the PSG Group Restructuring (“Circular”) is being distributed to PSG
Group Shareholders today, 8 July 2022.
1.3 All capitalised terms used but not defined in this announcement shall bear the meanings
ascribed to them in the Firm Intention Announcement, read together with the Circular.
2. SUMMARY OF THE PSG GROUP RESTRUCTURING
2.1 Subject to the fulfilment (or where permissible, waiver) of the PSG Group Restructuring
Conditions detailed below, PSG Group will as one indivisible arrangement:
2.1.1 implement the PSG Group Unbundling by unbundling –
2.1.1.1 the PSG Konsult Unbundled Shares, comprising approximately 61.1 percent of the
total issued share capital of PSG Konsult, to PSG Group Shareholders by way of a pro
rata distribution in specie, in the ratio of 3.86921 PSG Konsult Shares for every PSG
Group Share held on the PSG Group Unbundling Record Date;
2.1.1.2 the Curro Unbundled Shares, comprising approximately 63.6 percent of the total issued
share capital of Curro, to PSG Group Shareholders by way of a pro rata distribution in
specie, in the ratio of 1.81597 Curro Shares for every PSG Group Share held on the
PSG Group Unbundling Record Date;
2.1.1.3 the Kaap Agri Unbundled Shares, comprising approximately 34.7 percent of the total
issued share capital of Kaap Agri, to PSG Group Shareholders by way of a pro rata
distribution in specie, in the ratio of 0.12364 Kaap Agri Shares for every PSG Group
Share held on the PSG Group Unbundling Record Date;
2.1.1.4 the CA&S Unbundled Shares, comprising approximately 47.0 percent of the total
issued share capital of CA&S, to PSG Group Shareholders by way of a pro rata
distribution in specie, in the ratio of 1.03650 CA&S Shares for every PSG Group Share
held on the PSG Group Unbundling Record Date; and
2.1.1.5 the Stadio Unbundled Shares, being a portion of PSG Group’s shareholding in that
company, comprising approximately 25.1 percent of the total issued share capital of
Stadio, to PSG Group Shareholders by way of a pro rata distribution in specie, in the
ratio of 1.02216 Stadio Shares for every PSG Group Share held on the PSG Group
Unbundling Record Date,
in terms of section 46 of the Companies Act and section 46 of the Income Tax Act, and
amounting to a disposal of the greater part of PSG Group’s assets or undertaking in terms
of section 112 of the Companies Act;
2.1.2 propose that, inter-conditionally with the PSG Group Unbundling, Exiting Shareholders
dispose of their shareholding in PSG Group to PSG Group by way of a scheme of
arrangement under section 114 of the Companies Act, in terms of the PSG Group Scheme
and under a specific authority to repurchase securities in terms of the JSE Listings
Requirements (“Specific Repurchase”), for a cash scheme consideration of R23.00 per
PSG Group Share (subject to a potential adjustment as set out in paragraph 4.14 of the
Firm Intention Announcement and detailed further in the Circular) (“Scheme
Consideration”) following which the Remaining Shareholders of PSG Group will be the
only Shareholders of PSG Group; and
2.1.3 be delisted from the JSE following implementation of the PSG Group Unbundling and the
PSG Group Scheme.
2.2 The JSE has in relation to the Specific Repurchase exempted PSG Group from compliance
with paragraph 5.69(b) of the JSE Listings Requirements, which ordinarily requires that
specific repurchases be approved by a company’s shareholders, other than shareholders
and their associates who are participating in the repurchase. The JSE has provided the
exemption as the voting requirements for a scheme of arrangement under the Companies
Act differ from the voting requirements for a specific repurchase under the JSE Listings
Requirements and including both would create an anomalous situation. As a result, only
Exiting Shareholders will be entitled to vote on the resolution approving the PSG Group
Restructuring, with Remaining Shareholders being excluded.
3. PSG GROUP RESTRUCTURING CONDITIONS
3.1 The PSG Group Restructuring will be subject to the fulfilment (or where applicable, waiver)
of the following PSG Group Restructuring Conditions –
3.1.1 by no later than Monday, 15 August 2022, the requisite majority of PSG Group
Shareholders passing the PSG Group Restructuring Resolution in terms of the
Companies Act and Companies Regulations;
3.1.2 by no later than Wednesday, 31 August 2022, to the extent that the provisions of
section 115(2)(c) read together with section 115(3) of the Companies Act become
applicable –
3.1.2.1 the special resolution to approve the PSG Group Restructuring, being approved by the
court unconditionally or, if subject to conditions, PSG Group confirms in writing that the
conditions are acceptable to it;
3.1.2.2 the special resolution to approve the PSG Group Restructuring not being set aside by
the court; or
3.1.2.3 PSG Group not treating the aforesaid special resolution to approve the PSG Group
Restructuring as a nullity in terms of section 115(5)(b) of the Companies Act;
3.1.3 within the period prescribed by section 164(7) of the Companies Act, no valid demands
(relating to Appraisal Rights) have been received by PSG Group from any PSG Group
Shareholder in terms of that section read together with section 115(8) of the Companies
Act, in relation to the PSG Group Unbundling and the PSG Group Scheme, or, if such a
demand has been duly delivered, PSG Group has waived this condition on or before
Friday, 23 September 2022;
3.1.4 by no later than the first Business Day following fulfilment (or, where applicable, waiver)
of the last outstanding PSG Group Restructuring Condition (other than the condition
contained in this paragraph 3.1.4), the TRP issues a compliance certificate in accordance
with section 119(4)(b) of the Companies Act in respect of the PSG Group Unbundling and
the PSG Group Scheme;
3.1.5 by no later than Wednesday, 31 August 2022, to the extent required, the approvals,
consents and/or rulings necessary to implement the PSG Group Restructuring be
obtained from the JSE and the Competition Authorities, either unconditionally or on terms
acceptable to PSG Group;
3.1.6 by no later than the date of the General Meeting, a binding public ruling is obtained from
SARS dealing with the PSG Group Unbundling on terms and conditions acceptable to
PSG Group;
3.1.7 to the extent applicable, by no later than Wednesday, 31 August 2022, the Remaining
Shareholders in writing waive the requirement for a mandatory offer in terms of
section 123(4) of the Companies Act, pursuant to the PSG Group Scheme, and the TRP
grants the required exemption in respect of this requirement;
3.1.8 by the date 10 (ten) Business Days following the General Meeting, disqualified person
PSG Group Shareholders do not hold more than an additional 10% (in other words, not
more than 22.9% in aggregate) of PSG Group Shares in issue (with PSG Group’s
disqualified person shareholding as at 28 February 2022 and at the Last Practicable Date
being approximately 12.9%, comprising the GEPF); and
3.1.9 by no later than Wednesday, 31 August 2022, the PSG Group internal restructure steps
have become unconditional and are implemented in accordance with their terms.
3.2 The PSG Group Restructuring Conditions in –
3.2.1 paragraphs 3.1.3, 3.1.6 and 3.1.8 have been inserted for the benefit of PSG Group, which
will be entitled, in its sole discretion, to waive fulfilment of such conditions precedent, in
whole or in part; while
3.2.2 the remainder of the PSG Group Restructuring Conditions cannot be waived.
3.3 PSG Group may, at any time, extend the date for fulfilment of the PSG Group Restructuring
Conditions.
4. INDEPENDENT EXPERT’S OPINION
4.1 The Independent Board, comprised of independent non-executive Directors of PSG Group,
has appointed BDO Corporate Finance Proprietary Limited as independent expert
(“Independent Expert”) to prepare a report on the PSG Group Restructuring.
4.2 The Independent Expert has determined that the PSG Group Restructuring is fair and
reasonable to Exiting Shareholders, for the reasons and on the basis set out in the
Independent Expert’s Report, a copy of which is annexed to the Circular. The JSE has agreed
to accept the Independent Expert’s Report, which has been prepared in accordance with the
Companies Regulations, given that the PSG Group Restructuring is an indivisible, inter-
conditional transaction.
4.3 The Independent Board, taking into account the Independent Expert’s Report in relation to
the PSG Group Restructuring, has considered the terms and conditions of the PSG Group
Restructuring, and the members of the Independent Board are unanimously of the opinion
that the terms and conditions thereof are fair and reasonable to Exiting Shareholders.
Accordingly, they recommend that Exiting Shareholders vote in favour of the resolution to be
proposed at the General Meeting relating to the approval of the PSG Group Restructuring.
4.4 PSG Group Shareholders are referred to the Circular, which contains additional detail
regarding the views of the Independent Board.
5. IMPACT ON THE FINANCIAL INFORMATION OF PSG GROUP
5.1 The Specific Repurchase, if implemented, will be settled in cash and it is anticipated that
136,934,514 PSG Group Shares will be repurchased at a cash Scheme Consideration of
R23.00 per share, amounting to an aggregate Scheme Consideration of approximately
R3,149m. Should the PSG Group Restructuring proceed and subject to the cash
requirements of PSG Group’s ongoing operations, PSG Group may be required to draw on
facilities to settle the aggregate Scheme Consideration and associated implementation
costs, considering that PSG Group’s existing cash resources will largely be depleted
following payment of the aggregate Scheme Consideration and the associated
implementation costs of the PSG Group Restructuring of approximately R465m, calculated
as at 28 February 2022.
5.2 Following the Specific Repurchase, 3,649 treasury shares will remain in the Company’s
issued share capital.
6. DISTRIBUTION OF THE CIRCULAR AND NOTICE OF GENERAL MEETING
6.1 As indicated above, the Circular is being distributed to PSG Group Shareholders today,
8 July 2022. The Circular incorporates a notice convening the General Meeting to be held at
10:00 on Wednesday, 10 August 2022, entirely by electronic communication, to consider
and, if deemed fit, to pass, with or without modification, the requisite resolutions required for
the PSG Group Restructuring and related matters.
6.2 The Circular is available in English only. Copies may be obtained during normal business
hours from the registered office of the Company and from the offices of the Company’s
sponsor, PSG Capital, from 8 July 2022 until 10 August 2022 (both days inclusive). A copy
of the Circular will also be available on the Company’s website (https://psggroup.co.za/).
7. SALIENT DATES AND TIMES
2022
Record date for Shareholders to be recorded in the Register in order to
receive the Circular Friday, 24 June
Circular incorporating the Notice of General Meeting and Form of Proxy
(grey), distributed to Shareholders on Friday, 8 July
Announcement of distribution of Circular and notice convening the
General Meeting published on SENS on Friday, 8 July
Announcement of distribution of Circular and notice convening the
General Meeting published in the South African press on Monday, 11 July
Last day to trade in PSG Group Shares in order to be recorded in the
Register to vote at the General Meeting on Tuesday, 26 July
Record date for a Shareholder to be registered in the Register in order to
be eligible to attend and participate in the General Meeting and to vote Friday, 29 July
thereat, by close of trade on
For administrative purposes, Forms of Proxy (grey) in respect of the
General Meeting to be lodged at the Transfer Secretaries by 10:00 on Friday, 5 August
Forms of Proxy (grey) not lodged timeously with the Transfer Secretaries,
for convenience, to be emailed to the Transfer Secretaries (who will
provide same to the chairman of the General Meeting) before the proxy
exercises the rights of the Shareholder at the General Meeting on Wednesday, 10 August
Last day for Shareholders to give notice to PSG Group objecting, in terms
of section 164(3) of the Companies Act, to the PSG Group Restructuring Wednesday, 10 August
Resolution to be able to invoke Appraisal Rights by 10:00 on
General Meeting held at 10:00 on Wednesday, 10 August
Results of the General Meeting published on SENS on Wednesday, 10 August
Results of the General Meeting published in the South African press on Thursday, 11 August
If the PSG Group Restructuring is approved by Exiting Shareholders
at the General Meeting:
Last date on which PSG Group Shareholders who voted against the PSG
Group Restructuring Resolution may require PSG Group to seek court
approval in terms of section 115(3)(a) of the Companies Act, but only if the Wednesday, 17 August
PSG Group Restructuring Resolution was opposed by at least 15% of the
voting rights exercised thereon
Last date on which PSG Group Shareholders who voted against the PSG
Group Restructuring Resolution may make application to the court in terms
of section 115(3)(b) of the Companies Act for leave to apply for a review Wednesday, 24 August
of the PSG Group Unbundling and/or the PSG Group Scheme, as the case
may be
Last date for PSG Group to send objecting PSG Group Shareholders
notice of the adoption of the PSG Group Restructuring Resolution, in terms Wednesday, 24 August
of section 164(4) of the Companies Act
Assuming that all the PSG Group Restructuring Conditions are fulfilled or waived (to the extent
legally permissible) and that neither court approvals nor the review of the PSG Group
Restructuring is required:
PSG Group Unbundling
Finalisation announcement in respect of the PSG Group Unbundling
published on SENS on Thursday, 25 August
Finalisation announcement in respect of the PSG Group Unbundling
published in the South African press on Friday, 26 August
Last day to trade Shares in order to be recorded in the Register to
participate in the PSG Group Unbundling on Tuesday, 6 September
Shares trade ex-right to the Unbundled Shares Wednesday, 7 September
Announcement in respect of the apportionment of base costs for taxation
purposes and the cash value of fractional entitlements in relation to the Thursday, 8 September
PSG Group Unbundling by 11:00 on
PSG Group Unbundling Record Date Friday, 9 September
Announcement in respect of the closing share prices after market closes Friday, 9 September
PSG Group Unbundling Completion Date on which Shareholders will have
their accounts at their CSDP or Broker updated to reflect the Unbundled Monday, 12 September
Shares
Payment of cash amount in respect of fractional entitlements (assuming
timely receipt of completed Forms of Surrender (yellow)) expected to be Monday, 12 September
on
PSG Group Scheme
Announcement of final Scheme Consideration expected to be released on
SENS on Friday, 16 September
Scheme Last Day to Trade expected to be on Tuesday, 20 September
Trading in Scheme Shares on the JSE expected to be suspended from Wednesday, 21 September
commencement of trade on or about
Scheme Consideration Record Date to be recorded in the Register in order
to receive the Scheme Consideration expected to be on Friday, 23 September
Scheme Implementation Date expected to be on Monday, 26 September
Scheme Consideration payment to Dematerialised Shareholders expected
to take place on Monday, 26 September
Scheme Consideration payment to Certificated Shareholders (assuming
timely surrender of Documents of Title and duly completed Forms of Monday, 26 September
Surrender) expected to be on
Termination of listing of Scheme Shares on the JSE expected to be at
commencement of trade on or about Tuesday, 27 September
Delisting
Termination of listing of remaining PSG Group Shares on the JSE
expected to be at commencement of trade on or about Tuesday, 27 September
Notes:
1. The above dates and times are subject to amendment at the discretion of PSG Group, subject
to the approval of the TRP and (where required) the JSE. Any such amendment will be published
on SENS.
2. Shareholders should note that, as transactions in PSG Group Shares are settled in the electronic
settlement system used by Strate, settlement of trades takes place 3 Business Days after such
trade. Therefore, Shareholders who acquire PSG Group Shares after close of trade on Tuesday,
26 July 2022 will not be eligible to attend electronically, participate in and vote at the General
Meeting.
3. In terms of the PSG Group Unbundling, Shareholders will receive the Unbundled Shares in
Dematerialised form only. Certificated Shareholders wishing to receive their Unbundled Shares
in Dematerialised form and Shareholders wishing to materialise their Unbundled Shares following
the implementation of the PSG Group Unbundling, are referred to page 10 of the Circular, which
details the steps to be taken by them in this regard.
4. Completed Forms of Proxy (grey) and the authority (if any) under which they are signed must be
(i) lodged with, posted or emailed to the Transfer Secretaries at Rosebank Towers, 15 Biermann
Avenue, Rosebank, Johannesburg, 2196 (Private Bag X9000, Saxonwold, 2132), or at
proxy@computershare.co.za, to be received by them, for administrative purposes, by no later
than 10:00 on Friday, 5 August 2022 or (ii) thereafter emailed to Computershare at the
aforementioned email address (for the attention of the chairperson of the General Meeting) at
any time before the proxy exercises any rights of the Shareholder at such General Meeting.
5. Share certificates may not be Dematerialised or re-materialised between Wednesday,
7 September 2022 and Friday, 9 September 2022, or between Wednesday, 21 September 2022
and Friday, 23 September 2022, both days inclusive.
6. All times indicated above and in the Circular are in South African Standard Time.
8. RESPONSIBILITY STATEMENT
The Independent Board individually and collectively accepts full responsibility for the accuracy
of the information contained in this announcement. In addition, the Independent Board certifies
that to the best of its knowledge and belief, the information contained in this announcement
solely pertaining to the Company is true and, where appropriate, does not omit anything that is
likely to affect the importance of the information contained herein or which would make any
statement false or misleading, and that all reasonable enquiries to ascertain such information
have been made and the announcement contains all information required by law and the JSE
Listings Requirements.
The PSG Group Board (excluding the members of the Independent Board) (“Board”)
individually and collectively accepts full responsibility for the accuracy of the information
contained in this announcement. In addition, the Board certifies that, to the best of its knowledge
and belief, the information contained in this announcement solely pertaining to the Company is
true and, where appropriate, does not omit anything that is likely to affect the importance of the
information contained herein or which would make any statement false or misleading, and that
all reasonable enquiries to ascertain such information have been made and the announcement
contains all information required by law and the JSE Listings Requirements.
Stellenbosch
8 July 2022
Transaction Advisor and Sponsor – PSG Capital
Independent Joint Sponsor – Tamela Holdings Proprietary Limited
Legal Advisor as to South African law – Cliffe Dekker Hofmeyr Incorporated
Independent Expert – BDO Corporate Finance Proprietary Limited
Auditor and Independent Reporting Accountant – Deloitte & Touche
Legal Advisor as to US and UK law – Goodwin Procter LLP
Disclaimers
The release, publication or distribution of this announcement in jurisdictions other than South Africa
may be restricted by law. The distribution of the Unbundled Shares to Foreign Shareholders in terms
of the PSG Group Unbundling or the transfer of PSG Group Shares in terms of the PSG Group
Scheme may be affected by the laws of the relevant Foreign Shareholders’ jurisdictions. In this regard,
Foreign Shareholders are referred to the further details set out below.
Foreign Shareholders: General
No action has been taken by PSG Group to obtain any approval, authorisation or exemption to permit
the distribution of the Unbundled Shares or the PSG Group Scheme or the possession or distribution
of this announcement (or any other publicity material relating to the Unbundled Shares or the PSG
Group Shares in terms of the PSG Group Scheme) in any jurisdictions other than South Africa.
The PSG Group Restructuring is being conducted under the procedural requirements and disclosure
standards of South Africa which may be different from those applicable in other jurisdictions. The legal
implications of the PSG Group Restructuring on persons resident or located in jurisdictions outside of
South Africa may be affected by the laws of the relevant jurisdiction. Such persons should consult
their professional advisors and inform themselves about any applicable legal requirements, which
they are obligated to observe. It is the responsibility of any such persons participating in the PSG
Group Restructuring to satisfy themselves as to the full observance of the laws of the relevant
jurisdiction in connection therewith.
Foreign Shareholders should refer to and take into account the disclaimers set out in this
announcement and contained in the Circular in relation to those jurisdictions.
Foreign Shareholders should nevertheless consult their own professional advisors and satisfy
themselves as to the applicable legal requirements in their jurisdictions.
Notice to Foreign Shareholders located in the United States of America (“US”)
This announcement is not an offer of securities for sale in the US. The Unbundled Shares and the
PSG Group Shares have not been and will not be registered under the US Securities Act of 1933, as
amended (the “US Securities Act”), or with any regulatory authority of any state or other jurisdiction
in the US and may not be offered, sold, exercised, transferred or delivered, directly or indirectly, in or
into the US at any time except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act and applicable state and other securities laws of
the US.
The Unbundled Shares and the PSG Group Shares have not been and will not be listed on a US
securities exchange or quoted on any inter-dealer quotation system in the US. The Company does
not intend to take any action to facilitate a market in the Unbundled Shares or the PSG Group Shares
in the US. Consequently, it is unlikely that an active trading market in the US will develop for the
Unbundled Shares or the PSG Group Shares.
The Unbundled Shares and the PSG Group Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities commission in the US or any other
regulatory authority in the US, nor have any of the foregoing authorities passed comment on, or
endorsed the merit of, the PSG Group Restructuring or the accuracy or the adequacy of this
announcement or the information contained herein. Any representation to the contrary is a criminal
offence in the US.
Notice to Foreign Shareholders located in the European Economic Area (“EEA”) and the
United Kingdom ("UK")
This announcement is not a prospectus, for the purposes of the Prospectus Regulation (EU)
2017/1129 or Regulation (EU) No 2017/1129 as amended by The Prospectus (Amendment etc.) (EU
Exit) Regulations 2019, which is part of UK law by virtue of the European Union (Withdrawal) Act
2018 as amended, on the basis that the Unbundled Shares and the PSG Group Shares are not being
admitted to trading on a regulated market situated or operating within the EEA or the UK, nor is there
an offer to the public in respect of the Unbundled Shares or the PSG Group Shares in any member
state of the EEA or in the UK. Accordingly, any person making or intending to make any offer for the
Unbundled Shares or the PSG Group Shares should only do so in circumstances in which no
obligation arises for PSG Group or the issuers of the Unbundled Shares to produce a prospectus for
such offer. The Company has not authorised the making of any offer for the Unbundled Shares or the
PSG Group Shares through any financial intermediary.
Date: 08-07-2022 03:30:00
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.
