PSG Group Limited (JSE:PSG) News - 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 3.2.1.4 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
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