STADIO Holdings Limited (JSE:SDO) News - PSG Group Unbundling of Interest in the STADIO Group

STADIO HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2016/371398/06
Share code: SDO
ISIN: ZAE000248662
LEI: 3789007C8FB26515D966
(“the Company” or “the STADIO Group”)

PSG GROUP UNBUNDLING OF INTEREST IN THE STADIO GROUP

Shareholders are referred to the SENS announcement published by PSG Group Limited
("PSG Group") today, 1 March 2022 regarding the proposed restructure of PSG Group,
including the proposed pro rata distribution in specie of approximately 25.1% of PSG Group’s
shareholding, via its wholly-owned subsidiary PSG Financial Services Limited, in the STADIO
Group and various other investees to PSG Group shareholders (“PSG Group Unbundling”).

PSG Group has been a long-term, supportive shareholder of the STADIO Group and was
instrumental in creating the opportunity for the STADIO Group to become a meaningful player
in higher education in the country. The Group is appreciative of the contributions and value
added by PSG Group since the Company’s inception.

Following the PSG Group Unbundling, PSG Group will retain a significant shareholding in the
STADIO Group’s total issued share capital. This will allow the PSG Group to continue
supporting the STADIO Group to deliver on its strategic long-term growth ambitions. Should
the PSG Group Unbundling be implemented, the founding and management shareholders of
PSG Group will continue to hold a sizeable shareholding directly in the STADIO Group, and
are committed to the STADIO Group and its strategy.

The change in the STADIO Group shareholding structure, as a consequence of the PSG
Group Unbundling, will not impact on the business operations or strategic direction of the
STADIO Group. The STADIO Group’s management team remains committed to delivering
on the STADIO Group’s strategy and growth potential. The STADIO Group is well capitalised
and should benefit from the additional liquidity in its shares created by the PSG Group
Unbundling.

As indicated in PSG Group’s announcement, the PSG Group Unbundling remains subject to
conditions precedent customary for transactions of this nature, including PSG Group
obtaining the necessary regulatory and shareholder approvals.

Durbanville
1 March 2022

Sponsor
PSG Capital




Independent joint sponsor
UBS South Africa

Date: 01-03-2022 08:51:00
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