PSV HOLDINGS LIMITED - Proposed Rights Offer and Conclusion of Underwriting Agreement

Proposed Rights Offer and Conclusion of Underwriting Agreement

PSV Holdings Limited
Incorporated in the Republic of South Africa
(Registration number 1998/004365/06)
Share code: PSV ISIN: ZAE000078705
("PSV" or “the Company” or “the Group”)


PROPOSED RIGHTS OFFER AND CONCLUSION OF UNDERWRITING AGREEMENT


Shareholders are advised that the board of directors of PSV (“the Board”) has decided to undertake a fully
underwritten renounceable rights offer to raise R35.5 million (“Rights Offer”), in terms of which the Company
will offer a total of 591 014 000 new ordinary shares (“Rights Offer Shares”) at a subscription price of 6 cents
per Rights Offer Share.

The Board has given due consideration to the financial position of the Group, the capital structure and
strategy and has resolved to raise capital by way of the Rights Offer. The net proceeds of the Rights Offer
will be used to reduce the Group’s net debt position to a level that the Board considers appropriate while
allowing sufficient flexibility to pursue the strategic objectives of the Group. The capital injection will also
allow working capital into the Group to facilitate organic growth.

The Board has concluded an underwriting agreement with DNG Energy Proprietary Limited, who currently
holds 25.6% of the issued share capital of PSV and has agreed to underwrite the Rights Offer in its entirety.
In order to implement the Right Offer, approval is required from PSV shareholders to grant the directors of
the Company the authority to issue additional PSV shares in excess of 30% of PSV’s current issued share
capital in terms of section 41(3) of the Companies Act. Furthermore, as the Rights Offer may result in DNG
acquiring more than 35% of the voting rights of PSV, the underwriting agreement is subject to the condition
that shareholders approve a waiver of the right to receive the mandatory offer, in terms of Takeover
Regulation 86(4).

Accordingly, a circular, including, inter alia, a notice to convene a general meeting of shareholders of PSV
(“General Meeting”) in order to consider and, if deemed fit to pass, with or without modification, the
aforementioned resolutions, will be distributed to shareholders in due course. Should approval be obtained
by shareholders at the General Meeting, PSV will commence the Rights Offer process.


Johannesburg
11 September 2019

Designated Adviser
Merchantec Capital

Date: 11/09/2019 10:30:00
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