PSG KONSULT LIMITED - Listing Of PSG Konsult On The Main Board Of The JSE Limited
9 June, 2014 - Posted at - 13:00:00
PSGE 201406090026A<BR>
Listing Of PSG Konsult On The Main Board Of The JSE Limited<BR>
<BR>
PSG Konsult Limited<BR>
(Incorporated in the Republic of South Africa)<BR>
Registration Number: 1993/003941/06<BR>
Share Code: KST<BR>
ISIN Code: ZAE000191417<BR>
(“PSG Konsult” or “the Company”)<BR>
<BR>
LISTING OF PSG KONSULT ON THE MAIN BOARD OF THE JSE LIMITED (“JSE”)<BR>
<BR>
1. INTRODUCTION<BR>
<BR>
PSG Konsult is one of the largest independent intermediary<BR>
financial services providers in South Africa and is a leading<BR>
independent financial services group. It offers a unique value-<BR>
orientated approach to its clients' financial requirements,<BR>
from asset and wealth management to insurance. Shares in PSG<BR>
Konsult have traded over-the-counter since 2005 and have now<BR>
been granted a listing on the main board of the JSE from 18<BR>
June 2014 onwards.<BR>
<BR>
This will be a new listing by way of introduction of the<BR>
Company's entire issued share capital. PSG Konsult does not<BR>
intend to raise capital leading up to the Listing.<BR>
<BR>
2. POSTING OF PRE-LISTING STATEMENT<BR>
<BR>
PSG Konsult will today post a pre-listing statement to its<BR>
Shareholders regarding the Listing and containing detailed<BR>
information regarding the Company (“Pre-listing Statement”).<BR>
The Pre-Listing Statement will also be available on the<BR>
Company's website at www.psg.co.za.<BR>
<BR>
Terms appearing in title case in this announcement and that are<BR>
not otherwise defined herein, shall bear the meanings ascribed<BR>
to them in the Pre-listing Statement.<BR>
<BR>
3. SALIENT DATES RELATING TO THE LISTING<BR>
<BR>
The salient dates relating to the Listing are set out below:<BR>
<BR>
2014<BR>
<BR>
Abridged Pre-listing Statement published<BR>
on SENS on 9 June<BR>
<BR>
Pre-listing Statement posted to<BR>
Shareholders on 9 June<BR>
<BR>
Abridged Pre-listing Statement published<BR>
in the press on 10 June<BR>
Listing of Shares on the JSE expected at<BR>
commencement of trade on 18 June<BR>
<BR>
Accounts at CSDPs/Brokers updated in<BR>
respect of Dematerialised Shareholders on 18 June<BR>
<BR>
Share certificates posted to Certificated<BR>
Shareholders (if requested) by registered<BR>
post on or about 18 June<BR>
<BR>
4. ABRIDGED PRE-LISTING STATEMENT OF PSG KONSULT<BR>
<BR>
The Abridged Pre-Listing Statement appearing below, is not an<BR>
invitation to the public to subscribe for Shares in PSG<BR>
Konsult, but is issued in compliance with the Listings<BR>
Requirements of the JSE for the purpose of providing<BR>
information to the public and investors in respect of PSG<BR>
Konsult.<BR>
<BR>
4.1. BRIEF OVERVIEW OF PSG KONSULT<BR>
<BR>
PSG Konsult is one of the largest independent intermediary<BR>
financial services providers in South Africa, having, as at<BR>
28 February 2014, 193 offices throughout South Africa and<BR>
Namibia, with 1 841 employees, of whom 618 are financial<BR>
planners, portfolio managers, stockbrokers and asset<BR>
managers, plus professional associates (accountants and<BR>
attorneys), servicing more than 150 000 clients.<BR>
<BR>
As at its most recent financial year-end on 28 February<BR>
2014, PSG Konsult had total funds under management of<BR>
approximately R112 billion and total funds under<BR>
administration amounting to approximately R235 billion.<BR>
<BR>
Over the course of the previous financial year, PSG Konsult<BR>
restructured itself into three operating divisions, namely<BR>
PSG Wealth, PSG Asset Management and PSG Insure. By<BR>
utilising the synergies between these divisions under a<BR>
simplified organisational structure, PSG Konsult is able to<BR>
offer a holistic, integrated financial solution to its<BR>
clients.<BR>
<BR>
PSG Konsult is a subsidiary of listed PSG Group Limited and<BR>
was incorporated on 14 July 1993.<BR>
<BR>
4.2. RATIONALE FOR LISTING<BR>
<BR>
PSG Konsult's rationale for the Listing is:<BR>
- to allow PSG Konsult access to capital markets in order<BR>
to raise equity capital in the future, when required;<BR>
<BR>
- to provide Shareholders with a liquid, tradeable asset<BR>
within a regulated environment, with a market-<BR>
determined share price;<BR>
<BR>
- to give the general public an opportunity to acquire an<BR>
equity stake in PSG Konsult and thereby share in its<BR>
potential success in future;<BR>
<BR>
- to enhance PSG Konsult's ability to implement<BR>
acquisitions and other transactions, involving the<BR>
issuing of Shares as consideration;<BR>
<BR>
- to raise PSG Konsult's profile, to reflect its position<BR>
as a leading independent financial services group; and<BR>
<BR>
- to incentivise employees and align their interests with<BR>
those of Shareholders through the allocation of options<BR>
for listed Shares.<BR>
<BR>
4.3. PSG KONSULT IS A MARKET LEADER<BR>
<BR>
PSG Konsult is a market-leading financial services<BR>
provider. In this regard, PSG Konsult is proud of the<BR>
following notable milestones, achievements and industry<BR>
awards:<BR>
<BR>
- PSG Wealth received Business Day Investors Monthly's<BR>
“Stockbroker of the Year” award for 2011, 2012 and 2013;<BR>
<BR>
- PSG Asset Management is a market leader with top quartile<BR>
investment returns having been recorded across the entire<BR>
domestic flagship range of its funds, which include the<BR>
PSG Equity, PSG Flexible and PSG Balanced Funds over six<BR>
months, one year, three years and five years up to 28<BR>
February 2014 in the respective Morningstar categories;<BR>
<BR>
- PSG Insure has received the Portfolio Administration<BR>
Award for Performance Excellence at the 2013 National<BR>
Santam Broker Awards and National Broker Award for<BR>
Performance Excellence in Personal Lines.<BR>
<BR>
4.4. LISTING ON JSE<BR>
<BR>
The JSE has granted PSG Konsult a listing by way of<BR>
introduction of all its issued ordinary Shares on the JSE<BR>
main board under the abbreviated name “PSG KST”, share code<BR>
“KST” and ISIN ZAE000191417 with effect from the<BR>
commencement of trade on 18 June 2014. PSG Konsult will be<BR>
listed in the “Financial Services” sector.<BR>
<BR>
Shareholders are advised that their Shares may only be<BR>
traded on the JSE in dematerialised form. Shareholders who<BR>
wish to trade their shares following the Listing will first<BR>
need to dematerialise their Shares into an account held at<BR>
a suitable service provider. This can be either one of the<BR>
CSDPs that offers a trading service or a JSE-registered<BR>
Broker. The process takes a few days, depending on the<BR>
volumes of certificates to be authenticated. While such<BR>
Shares are undergoing dematerialisation, the Shareholder<BR>
will be unable to trade them.<BR>
<BR>
Shareholders who previously held unlisted Shares, who<BR>
qualify to receive listed Shares, and who wish to trade<BR>
their Shares on the JSE, should instruct their Broker or<BR>
CSDP to liaise with Computershare Investor Services<BR>
Proprietary Limited, the Company's appointed transfer<BR>
secretaries, in order to arrange for their current listed<BR>
share certificated allocation, to be appropriately<BR>
dematerialised and credited to their account.<BR>
Computershare provides each such Shareholder with a<BR>
statement of holdings, which, together with a signed<BR>
transfer instruction form, must be surrendered to the<BR>
Shareholder's Broker or CSDP. The Shareholder's Broker or<BR>
CSDP will then need to send those documents to<BR>
Computershare to dematerialise the Shares. Computershare<BR>
can be contacted through their call-centre on 0861 100 634<BR>
or at www.computershare.co.za.<BR>
<BR>
Shareholders are also referred to the Company's letter to<BR>
them dated 20 May 2014, containing further details on how<BR>
Shareholders should go about dematerialising their Shares.<BR>
<BR>
4.5. SHARE CAPITAL<BR>
<BR>
As at the Listing Date, the total authorised share capital<BR>
of PSG Konsult will comprise 3 000 000 000 ordinary no par<BR>
value Shares.<BR>
<BR>
On the Listing Date the issued share capital of PSG Konsult<BR>
will consist of 1 262 046 111 ordinary no par value Shares,<BR>
while the stated capital of PSG Konsult will amount to<BR>
R1 321 823 928. As at the Listing Date, 357 875 Shares<BR>
will be held in treasury.<BR>
<BR>
On the Listing Date all Shares in issue shall rank pari<BR>
passu with each other in all respects, including in respect<BR>
of voting rights and dividends.<BR>
<BR>
4.6. PSG KONSULT DIRECTORS<BR>
<BR>
The full names, ages, business addresses and capacities of<BR>
the directors of PSG Konsult are provided below:<BR>
<BR>
Full name Age Capacity Business Address<BR>
<BR>
<BR>
Francois 49 Chief 42 Brook Street<BR>
Johannes Gouws executive London<BR>
officer W1H 7TB<BR>
United Kingdom<BR>
<BR>
Michael Ian 46 Chief Building A<BR>
Frain Smith financial Pro Sano Park South Gate<BR>
officer Carl Cronje Drive<BR>
Tyger Waterfront<BR>
Tyger Valley<BR>
Bellville, 7530<BR>
<BR>
Willem Theron 61 Non-executive Suite 2/1, Hemel and<BR>
director and Aarde Village<BR>
chairman Corner of Hemel and Aarde<BR>
and Main Road<BR>
Hermanus, 7200<BR>
<BR>
Johannes 67 Non-executive 1st Floor, Ou Kollege<BR>
Fredericus director 35 Kerk Street<BR>
Mouton Stellenbosch, 7600<BR>
<BR>
Petrus Johannes 37 Non-executive 1st Floor, Ou Kollege<BR>
Mouton director 35 Kerk Street<BR>
Stellenbosch, 7600<BR>
<BR>
<BR>
Patrick Ernest 61 Independent 11 Riverton Road<BR>
Burton non-executive Rondebosch, 7700<BR>
director<BR>
<BR>
Jacob de Vos 59 Lead 6th Floor, The Terraces<BR>
du Toit independent Black River Park (South)<BR>
non-executive Fir Street<BR>
director Observatory, 7925<BR>
<BR>
Zitulele Luke 62 Independent 1st Floor, Inanda<BR>
Combi non-executive 6 Dorp Street<BR>
director Stellenbosch, 7600<BR>
<BR>
5. COPIES OF THE PRE-LISTING STATEMENT<BR>
<BR>
Copies of the Pre-Listing Statement will be available for<BR>
inspection during normal office hours from 9 June 2014 until 30<BR>
June 2014 at the registered office of PSG Konsult at Building<BR>
A, Pro Sano Park South Gate, Carl Cronje Drive, Tyger<BR>
Waterfront, Tyger Valley, Bellville, 7530, at the offices of<BR>
PSG Konsult's appointed transfer secretaries, Computershare, at<BR>
Ground Floor, 70 Marshall Street, Johannesburg, 2001, and at<BR>
the offices of PSG Konsult's sponsor, PSG Capital, at 1st<BR>
Floor, Ou Kollege, 35 Kerk Street, Stellenbosch, 7600 and 1st<BR>
Floor, Building 8, Inanda Greens Business Park, 54 Wierda Road<BR>
West, Wierda Valley, Sandton.<BR>
<BR>
The Pre-Listing Statement will also be available on the<BR>
Company's website www.psg.co.za.<BR>
<BR>
Tyger Valley<BR>
9 June 2014<BR>
<BR>
PSG Capital: Transaction adviser and sponsor<BR>
<BR>
Questco: Lead independent sponsor<BR>
<BR>
PricewaterhouseCoopers: Auditors and Independent Reporting<BR>
Accountants<BR>
<BR>
Date: 09/06/2014 01:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). <BR>
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