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Clarification Announcement and Lifting of Suspension
PEMBURY LIFESTYLE GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2013/205899/06)
(“PL Group” or “the Company”)
ISIN Code: ZAE000222949 JSE Code: PEM
CLARIFICATION ANNOUNCEMENT AND LIFTING OF SUSPENSION
Following the JSE’s review of the Annual Report issued for the year ended 31 December 2017
ahead of the lifting of the suspension of the Company, in accordance with a request from the
JSE, shareholders are advised of the make up of the R140 million worth of shares issued by the
Company at the time of listing, which is summarised in the table below:
Details R
Extinguishing of liabilities with property vendors and other third parties by way of
agreed uptake (as opposed to cash) as part of the Preferential Offer as defined
in the Prospectus:
- property vendors (see analysis below) 61 000 000
- other third parties: 9 000 000
Capitalisation of Shareholder Loan 18 947 060
Cash 51 402 940
Total 140 000 000
The main differences between the Prospectus and actual events are as follows:
• As announced on SENS 18 April 2017, the Hartbeespoort Property remained as a finance
lease asset with the finance liability remaining with Company of approximately R22 million;
• The Vendor Loans of R24 million from Zephan Properties Proprietary Limited (“Zephan”)
against two properties (Willow View and Northriding), which were to attract interest at 15%,
were settled in full through the issue of 24 million shares at R1 per share ahead of the listing;
• A higher shareholder loan was capitalised as opposed to the R10 million envisaged in the
Prospectus, as detailed in the interim results for the six months ended 30 June 2017.
Per the prospectus, a summary of properties acquired or to be acquired by PLG Properties in
terms of the Acquisition Agreements is listed below.
These properties are all occupied by PLG Schools:
Purchase Balance Vendor Net Cash Independent
Price Deposits Owed Loans Owed Valuation
Property R’000 R’000 R’000 R’000 R’000 R’000
Raslouw 1 and 2 16 650 700 15 950 - 15 950 28 100
Springs R3 500 200 3 300 - 3 300 9 000
Hartbeespoort 22 000 2 500 19 500 - 19 500 40 000
Allens View 7 500 500 7 000 - 7 000 15 000
Mellow Oaks 12 250 1 000 11 250 - 11 250 23 500
Randfontein 6 000 1 000 5 000 - 5 000 12 500
Willow View 34 000 - 34 000 10 500 23 500 32 500
Northriding 35 000 - 35 000 13 500 21 500 36 200
TOTAL 136 900 5 900 131 000 24 000 107 000 196 800
Certain of the above property acquisitions provided for deferred payment terms of all or a
portion of the above amounts.
Based on the liabilities settled with property vendors and cash amounts paid, the updated
summary is presented below:
Settled Settled by
from way of
Balance Vendor Net Cash cash agreed Total Balance
Owed Loans Owed proceeds uptake settled owed
Property R’000 R’000 R’000 R’000 R’000 R’000 R’000
Raslouw 1 and 2 15 950 - 15 950 15 950 - 15 950 -
Springs 3 300 - 3 300 - - - 3 300
Hartbeespoort* 19 500 - 19 500 - - - 19 500
Allens View 7 000 - 7 000 - - - 7 000
Mellow Oaks 11 250 - 11 250 6 450 4 800 11 250 -
Randfontein 5 000 - 5 000 - 2 200 2 200 2 800
Willow View 34 000 10 500 23 500 7 500 26 500 34 000 -
Northriding 35 000 13 500 21 500 7 500 27 500 35 000 -
TOTAL 136 900 24 000 107 000 37 400 61 000 98 400 32 600
* - continues to be owned by way of a finance lease
The transfer of the two properties acquired from Zephan has taken longer than expected but is
now expected to be finalised before 31 December 2018. However, the Group has had all the
risks and rewards of ownership of Willow View and Northriding with effect from 1 April 2017. Any
fair value adjustments or impairments as detailed in the prospectus will only be recognised on
transfer of the properties.
The other third parties are detailed in the table below:
Name Amount (R)
Mr Lourens Martinus Brits 500 000
Arbor Capital (Capital Raising fee) 3 500 000
South Central Manufactures (Pty) Ltd 5 000 000
TOTAL 9 000 000
Shareholders are advised that the JSE has accordingly agreed to the lifting of the suspension in
trade in PL Group securities.
BY ORDER OF THE BOARD
Johannesburg
21 November 2018
Designated Advisor
Arbor Capital Sponsors
Date: 21/11/2018 08:29:00 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.
