CIRCULAR TO PSV SHAREHOLDERS

Transcription

1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION The definitions on pages 4 to 5 have been used on this front cover. If you are in any doubt as to the action you should take, please consult your stockbroker, banker, accountant, legal advisor or other professional adviser immediately. If you have disposed of all your Ordinary Shares, please forward this Circular to the purchaser of such Ordinary Shares or the stockbroker, banker or other agent through whom such disposal was effected. Neither Windfall, nor PSV, nor any of their advisors take any responsibility and will not be held liable for any failure on the part of the CSDP, banker or stockbroker of any Dematerialised Shareholder to notify such Shareholder of the Mandatory Offer set out in this Circular. PSV HOLDINGS LIMITED Incorporated in the Republic of South Africa (Registration number 1998/004365/06) Share code: PSV ISIN: ZAE ( PSV ) WINDFALL 28 INVESTMENTS PROPRIETARY LIMITED Incorporated in the Republic of South Africa (Registration number 2008/026282/07) ( Windfall ) CIRCULAR TO PSV SHAREHOLDERS Relating to an unconditional mandatory offer by Windfall to the Shareholders to acquire the Ordinary Shares held by them for the Offer Consideration of R0.15 (fifteen cents) per Ordinary Share, in terms of section 123 of the Companies Act. and incorporating: A Form of Acceptance, Surrender and Transfer for use by the Shareholders who hold Certificated Shares and wish to accept the Mandatory Offer. CORPORATE AND DESIGNATED ADVISER TO PSV ATTORNEYS TO WINDFALL INDEPENDENT EXPERT Mandatory offer opens at 09:00 on Monday, 18 May 2015 Mandatory offer closes at 12:00 on Friday, 3 July 2015 Date of issue: 15 May 2015 This document is only available in English and copies thereof may be obtained during normal business hours between 15 May 2015 and the Closing Date from the Company Secretary, whose address is set out in the Corporate Information section of this document, as well as on PSV s website,

2 corporate information PSV Holdings Limited Windfall 28 Investments Proprietary Limited Date of incorporation: 24 March 2005 Date of incorporation: 10 November 2008 Place of incorporation: South Africa Place of incorporation: South Africa Company Secretary and registered office Company Secretary and registered office Merchantec Proprietary Limited Genesis Capital Training Solutions (Registration number 2008/027362/07) Proprietary Limited Stoneridge Office Park (Registration number 2010/012353/07) 8 Greenstone Place 27 Fricker Road Greenstone Hill Illovo Building C, 2nd Floor 2196 (Postnet Suite 229, Private Bag X19, (PO Box 1820, Parklands, 2121) Gardenview 2047) Corporate Advisor and Designated Legal Advisor to Windfall Advisor to PSV Eversheds (SA) Incorporated Merchantec Proprietary Limited (Registration Number: 2012/097841/21) (Registration number 2008/027362/07) 19 Impala Road, Chislehurston Sandton, nd Floor, North Block, Hyde Park Office Towers (PO Box , Sandton City, 2146) Corner 6th Road and Jan Smuts Avenue Hyde Park, 2196 (PO Box 41480, Craighall, 2024) Independent Expert Transfer Secretaries to PSV Nodus Capital Proprietary Limited Link Market Services South Africa Proprietary Limited (Registration number 2007/004535/07) 13th Floor, Rennie House, 19 Ameshoff Street, 32 Fricker Road Braamfontein 2001 Illovo, 2146 (PO Box 4844 Johannesburg, 2000) (PO Box 55369, Northlands, 2116) IMPORTANT LEGAL NOTES The release, publication or distribution of this Circular in certain jurisdictions may be restricted by law and therefore persons in any such jurisdictions into which this Circular is released, published or distributed should inform themselves about, and observe, such restrictions. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. This Circular does not constitute an offer to sell or issue, or the solicitation of an offer to purchase or subscribe for, any shares or other securities or a solicitation of any vote or approval in any jurisdiction in which such offer or solicitation would be unlawful.

3 TABLE OF CONTENTS CORPORATE INFORMATION Page Front Cover SALIENT DATES AND TIMES 3 DEFINITIONS 4 CIRCULAR TO SHAREHOLDERS 1. Introduction 6 2. Nature of the Business of Windfall 6 3. Rationale for the Mandatory Offer 6 4. Salient Terms of the Mandatory Offer 6 5. Conditions Precedent 7 6. Funding and Cash Confirmation 7 7. Exchange Control 7 8. Directors Interests and Dealings in Ordinary Shares 8 9. Directors Emoluments and Service Contracts Composition of the PSV Board Following the Implementation of the Mandatory Offer Irrevocable Undertakings Material Agreements Opinions and Director Responsibility Statements Share Price History Consents Foreign Shareholders Restricted Jurisdiction Documents Available for Inspection 10 ANNEXURE 1 Report of the Independent Expert 11 ANNEXURE 2 Historical Unaudited Financial Information of PSV for the six months ended 31 August ANNEXURE 3 Historical Audited Financial Information of PSV for the years ended February 2014, 28 February 2013 and 28 February 2012 ANNEXURE 4 Share price history of PSV on the JSE 23 Form of acceptance, surrender and transfer Enclosed 1

4 action required by psv shareholders 1. Certificated Shareholders Shareholders holding their own Ordinary Share certificates and who wish to accept the Mandatory Offer must complete the Form of Acceptance attached to this Circular in accordance with the instructions therein. The completed Form of Acceptance must be forwarded, together with the relevant Ordinary Share certificates, by hand or by mail to the Transfer Secretaries, as follows: By mail: By hand: Link Market Services South Africa Link Market Services South Africa Proprietary Limited Proprietary Limited PO Box 4844, 13th Floor, Rennie House, Johannesburg, Ameshoff Street, Braamfontein 2001 so as to be received by the Transfer Secretaries by no later than 12:00 on the Closing Date. 2. Dematerialised Shareholders Shareholders whose Ordinary Shares are held by a CSDP or stockbroker, as nominee on behalf of such Shareholders, should be contacted by their CSDP or stockbroker in terms of the custody agreement concluded between the Shareholder and the CSDP or stockbroker, to ascertain whether or not the Shareholder wishes to accept the Mandatory Offer and, if so, in respect of how many Ordinary Shares, and thereafter should communicate such acceptance (if any) to the CSDP or stockbroker in the manner and by the cut-off time advised by the CSDP or stockbroker stipulated in the custody agreement, in order to constitute a valid acceptance. If you have not been contacted by your CSDP or stockbroker and you wish to accept the Mandatory Offer, it would be advisable for you to contact your CSDP or stockbroker and furnish them with your instructions. These instructions must be provided in the manner and by the cutoff date and time advised by your CSDP or stockbroker in terms of the custody agreement entered into between you and your CSDP or stockbroker. You must not complete the attached Form of Acceptance. Neither Windfall, nor PSV, nor any of their advisors take any responsibility, nor will they be held liable for any failure on the part of any CSDP or stockbroker to notify a Shareholder of the Mandatory Offer and/or to obtain instructions from a Shareholder and submit their acceptance timeously to the Transfer Secretaries. 2

5 salient dates and times General: Record Date to determine which Shareholders are eligible to receive the Circular Friday, 8 May 2015 Circular posted to Shareholders on Friday, 15 May 2015 Mandatory Offer opens at 09:00 on Monday, 18 May 2015 Finalisation announcement released on SENS by no later than Friday, 19 June 2015 Last day to trade in Ordinary Shares in order to participate in the Mandatory Offer Friday, 26 June 2015 Shares trade ex the Mandatory Offer Monday, 29 June 2015 Mandatory Offer closes at 12:00 on Friday, 3 July 2015 Record Date to determine which Shareholders may accept the Mandatory Offer Friday, 3 July 2015 Result of Mandatory Offer to be released on SENS on Monday, 6 July 2015 Consideration credited to the Offer Participant s accounts at his CSDP or stockbroker, as the case may be, in cases where the Ordinary Shares are surrendered in terms hereof are held by such CSDP or stockbroker as nominee for the Offer Participant on Latest date that the Offer Consideration can be credited, by means of an electronic funds transfer to the bank accounts of the Offer Participants (who hold their shares in their own names) at the Offer Participant s own risk, in settlement of the Offer Consideration (subject to receipt by the Transfer Secretaries of the relevant share certificates) on Within 6 (six) Business Days of the later of acceptance of the Mandatory Offer by a Shareholder and the Finalisation Date (Shareholders are referred to note 4 below) Within 6 (six) Business Days of the later of acceptance of the Mandatory Offer by a Shareholder and the Finalisation Date (Shareholders are referred to note 4 below) Results of the Mandatory Offer to be published in the press on Tuesday, 7 July 2015 Notes: 1. The definitions on pages 4 to 5 of this Circular apply, mutatis mutandis, to these salient dates and times. 2. The above dates and times are subject to amendment. Any such amendment will be released on SENS and published in the press. 3. All times indicated above are given in South African time. 4. The Consideration will be credited to the nominated bank account of the Shareholders by the Transfer Secretaries within 6 (six) Business Days of the later of the Finalisation Date and the Mandatory Offer being accepted. 5. Share certificates may not be dematerialised or rematerialised between Monday, 29 June 2015 and Friday, 3 July 2015, both days inclusive. 3

6 definitions Throughout this Circular, the annexures and attachment hereto, unless otherwise stated or the context otherwise requires, a reference to the singular includes the plural and vice versa, words denoting one gender include the other gender, words denoting natural persons include legal persons and associations of persons and vice versa and the following words shall have the corresponding meanings: Board or Directors Business Day Certificated Shareholders Certificated Shares Circular Closing Date Common Monetary Area Companies Act or Act Companies Regulations Company Secretary Company or PSV Conditions Precedent CSDP Dematerialised Shareholders Dematerialised Shares Dematerialised Documents of Title Exchange Control Regulations FICA Finalisation Date Financial Markets Act the board of directors of the Company; any day other than a Saturday, Sunday or official public holiday in South Africa; Shareholders holding Certificated Shares; Ordinary Shares held in the form of certificates or other Documents of Title and which have not yet been surrendered for dematerialisation in terms of Strate; this bound document dated 15 May 2015, including all annexures and attachments contained in the bound document, incorporating the Form of Acceptance; the provisional closing date of the mandatory offer, being Friday, 3 July 2015, which date may be amended to an earlier or later business day, which shall be announced by Windfall in the announcement that the Mandatory Offer is unconditional and which date shall (a) be a Friday (b) not be earlier than 10 (ten) Business Days after the date of the announcement and (c) not be earlier than 30 Business Days from the Opening Date; South Africa, the Republic of Namibia and the Kingdoms of Lesotho and Swaziland; the Companies Act 71 of 2008, as amended from time to time; the Companies Regulations, 2011, promulgated in terms of section 223 of the Act, as amended from time to time; Merchantec Proprietary Limited, (Registration number 2008/027362/07) a private company duly incorporated in accordance with the laws of South Africa; PSV Holdings Limited (Registration number 1998/004365/06), a public company duly incorporated in accordance with the laws of South Africa and listed on the JSE Limited; the conditions precedent to which the Mandatory Offer is subject, as set out in clause 5 of this Circular; a central securities depository participant registered as a participant in terms of the Financial Markets Act and licensed as a central securities depository under the Financial Markets Act; Shareholders holding Dematerialised Shares; Ordinary Shares which have been dematerialised and incorporated into Strate, and which are no longer evidenced by share certificates or other physical Documents of Title; the process whereby paper share certificates or other Documents of Title are replaced with electronic records of ownership of shares or securities as contemplated in section 49(5) of the Act in terms of Strate; share certificates, certificated transfer deeds, balance receipts or any other documents of title to shares acceptable to the Board; the Exchange Control Regulations, promulgated in terms of section 9 of the Currency and Exchanges Act 9 of 1933 as amended from time to time; the Financial Intelligence Centre Act 38 of 2001 as amended from time to time; the date on which the Mandatory Offer becomes unconditional; the Financial Markets Act 19 of 2012 as amended from time to time; Firm Intention Announcement the announcement in the South African press and SENS on 14 April 2015, setting out the terms of the firm intention by Windfall to proceed with the Mandatory Offer; 4

7 definitions Form of Acceptance the form of acceptance, surrender and transfer required to be completed by Offer Participants, attached to and forming part of this Circular; Genesis Genesis Capital Partners Proprietary Limited (Registration number 2004/029329/07), a private investment holding company duly incorporated in accordance with the laws of South Africa, with interests in property and private equity. Its current private equity interests are focused in the industrial, financial services, education and media sectors; Independent Board an independent sub-committee of directors of PSV, consisting of Ralph Patmore, Anthony de la Rue and Eric Ratshikhopha, appointed to fulfill the role of an independent board, as contemplated in regulation 108 of the Takeover Regulations, all of which are independent as contemplated in regulation 108(8) of the Takeover Regulations; Independent Expert Nodus Capital Proprietary Limited (registration number 2007/004535/07), a private company duly incorporated in accordance with the laws of South Africa and the Independent professional expert that the Independent Board has appointed to advise and report on the Mandatory Offer; JSE JSE Limited, (Registration number 2005/022939/06), a company incorporated with limited liability in South Africa, licensed as an exchange under the Financial Markets Act 19 of 2012; Last Practicable Date Friday, 8 May 2015, being the last practicable date prior to the finalisation of this Circular; Offer or Mandatory Offer the mandatory offer by Windfall, in terms of section 123 of the Companies Act, to acquire from the Shareholders all or part of their Ordinary Shares for the Offer Consideration, on the terms set out in this Circular; Offer Consideration R0.15 (fifteen cents) per Ordinary Share, being identical to the highest consideration paid, excluding commission, tax and duty, by Windfall for an Ordinary Share in the six months prior to the Opening Date, payable by means of an electronic funds transfer in accordance with the terms and conditions of the Mandatory Offer; Offer Participant Shareholders who validly and lawfully accept the Mandatory Offer by the Closing Date, and who are thus entitled to receive the Offer Consideration; Opening Date the opening date of the Mandatory Offer, being Monday, 18 May 2015; Ordinary Shares ordinary shares in the issued share capital of PSV; Own Name Dematerialised Shareholders SENS Shareholders South Africa Strate Subsidiary Takeover Regulations Transfer Secretaries TRP Windfall or the Offeree Shareholders who have Dematerialised their Ordinary Shares through a CSDP and have instructed that CSDP to hold their Ordinary Shares in their own name on the subregister, being the list of shareholders maintained by the CSDP and forming part of the register of PSV; the Stock Exchange News Service of the JSE; the registered holders of Ordinary Shares, except for Windfall; the Republic of South Africa; Strate Proprietary Limited (Registration number 1998/022242/06), a private company incorporated under the laws of South Africa, a central securities depository licensed in terms of the Financial Markets Act and responsible for the electronic clearing and settlement system provided to the JSE; as defined in the Companies Act; the Takeover Regulations set forth in Chapter 5 of the Companies Regulations; the Transfer Secretaries of PSV being Link Market Services South Africa Proprietary Limited; The Takeover Regulation Panel, established in terms of section 196 of the Companies Act; and Windfall 28 Investments Proprietary Limited (Registration number 2008/026282/07), a private company duly incorporated in accordance with the laws of the South Africa and a Subsidiary of Genesis. 5

8 PSV HOLDINGS LIMITED Incorporated in the Republic of South Africa (Registration number 1998/004365/06) Share code: PSV ISIN: ZAE ( PSV ) WINDFALL 28 INVESTMENTS PROPRIETARY LIMITED Incorporated in the Republic of South Africa (Registration number 2008/026282/07) ( Windfall ) Directors PSV Executive A J D da Silva (Chief Executive Officer) A R Dreisenstock (Financial Director) Non-executive R Patmore* (Chairman) A de la Rue* E Ratshikhopha* *Independent Windfall Executive Non-executive D Shur S Newman J Wright CIRCULAR TO PSV SHAREHOLDERS 1. INTRODUCTION 1.1. In the Firm Intention Announcement released on SENS on 14 April 2015 and published in the South African press on 15 April 2015, the Shareholders were advised that Windfall had acquired (eleven million) Ordinary Shares, representing 4% (four percent) in the issued share capital of PSV from Investec Bank Limited, such that the entire beneficial interest of Windfall is (one hundred and three million four hundred and sixty three thousand two hundred and eighty eight) Ordinary Shares, representing an increase to approximately 38.9% (thirty eight point nine percent) of the total issued share capital of PSV following a series of acquisitions with Investec Bank Limited ( Investec Acquisition ) and is in a position to exercise the voting rights in respect of the Investec Acquisition All of the Ordinary Shares acquired in terms of the Investec Acquisition were for a consideration of R0.15 (fifteen cents) per Ordinary Share, which is the highest consideration paid, excluding commission, tax and duty, by Windfall for an Ordinary Share in the six months prior to the Opening Date The Investec Acquisition gives rise to an affected transaction in terms of section 123 of the Companies Act (read with section 117 of the Companies Act) pursuant to which Windfall is required to make the Mandatory Offer to the Shareholders on the same terms as the Investec Acquisition The purpose of this Circular is to provide the Shareholders with the details of the Mandatory Offer. 2. NATURE OF THE BUSINESS OF WINDFALL Windfall currently does not have ongoing operations. 3. RATIONALE FOR THE MANDATORY OFFER As a result of the Investec Acquisition, Windfall is required to make the Mandatory Offer to the Shareholders pursuant to the provisions of section 123 of the Companies Act (read with section 117 of the Companies Act). 4. SALIENT TERMS OF THE MANDATORY OFFER 4.1. The Mandatory Offer Windfall hereby offers to acquire all, or part, of the Ordinary Shares of the Shareholders, on the terms set out in this Circular, from the Shareholders for the Offer Consideration. The Shareholders have the right to accept the Mandatory Offer in whole or in part The Shareholders who elect to accept the Mandatory Offer by the Closing Date shall be entitled to receive R0.15 (fifteen cents) per Ordinary Share in terms of the Mandatory Offer The Mandatory Offer will be implemented in terms of section 123 of the Companies Act (read with section 117 of the Companies Act). 6

9 The Offer Consideration will be settled in cash in accordance with the terms of the Mandatory Offer, and will be settled in full without regard to any lien, right of setoff, counterclaim or other analogous right to which Windfall may otherwise be, or claim to be, entitled against any Offer Participant The deemed effective date of the disposal of the Ordinary Shares by the Offer Participants will be the Closing Date The Shareholders who accept the Mandatory Offer will not receive any interest from the date of acceptance of the Mandatory Offer to the date of the payment of the Offer Consideration Settlement of the Offer Consideration Windfall will procure the settlement of the Offer Consideration to the Offer Participants, as follows: Certificated Shareholders who accept the Mandatory Offer will have the Offer Consideration transferred to them by way of electronic funds transfer within 6 (six) Business Days after the later of: the Finalisation Date; and the date of acceptance thereof Dematerialised Shareholders who accept the Mandatory will have their accounts at their CSDP or broker updated within 6 (six) Business Days after the later of: the Finalisation Date; and the date of acceptance thereof Remaining Shareholders It is the intention of Windfall and the board of directors of PSV to retain the listing of PSV on the JSE for the time being. The Shareholders who elect not to accept the Mandatory Offer, or elect to accept the Mandatory Offer in part, will remain Shareholders in PSV. Should PSV no longer meet the minimum spread requirements in terms of the Listings Requirements, the directors of PSV will endeavour to rectify the situation as soon as possible Offer Period The Mandatory Offer opens for acceptance at 09:00 on Monday, 18 May 2015 and will provisionally close at 12:00 on Friday, 3 July In terms of the Companies Regulations, the Mandatory Offer must remain open for at least 30 (thirty) Business Days from the Opening Date. 5. CONDITIONS PRECEDENT The Mandatory Offer may be subject to the approval and consent of the Competition Authorities if during the Offer Period, should Windfall acquire more than 50% of the issued share capital of PSV. 6. FUNDING AND CASH CONFIRMATION Windfall has provided an irrevocable unconditional cash confirmation, which was issued by Eversheds, to the TRP in accordance with regulations 111(4) and 111(5) of the Companies Regulations, promulgated in terms of section 223 of the Companies Act, confirming that Windfall has sufficient funds available to acquire the Ordinary Shares, from the Shareholders. 7. EXCHANGE CONTROL 7.1. A summary of the South African Exchange Control Regulations applicable to the Mandatory Offer are set out below. The Shareholders, who are in any doubt as to the action they should take, should consult their professional advisors Residents of the Common Monetary Area In the case of: Certificated Shareholders whose registered address in the Company s securities register are within the Common Monetary Area and whose Documents of Title are not restrictively endorsed in terms of the South African Exchange Control Regulations, the Offer Consideration shall be transferred to them by way of electronic funds transfer within 6 (six) Business Days after the later of: the Finalisation Date; and the date of acceptance thereof; or 7

10 Dematerialised Shareholders whose registered addresses in the Company s securities register are within the Common Monetary Area and have not been restrictively designated in terms of the South African Exchange Control Regulations, the Offer Consideration will be credited directly to the accounts nominated for the relevant Shareholders by their duly appointed CSDP or stockbroker in terms of the provisions of the custody agreement with their CSDP or stockbroker, within 6 (six) Business Days after the later of: the Finalisation Date; and the date of acceptance thereof Emigrants from the Common Monetary Area In the case of Shareholders who are emigrants from the Common Monetary Area: who are Certificated Shareholders whose Documents of Title have been restrictively endorsed under the South African Exchange Control Regulations, the Offer Consideration will be forwarded to the authorised dealer in foreign exchange in South Africa controlling such Certificated Shareholders blocked assets in terms of the South African Exchange Control Regulations, within 6 (six) Business Days after the later of: the Finalisation Date; and the date of acceptance thereof; or who are Dematerialised Shareholders, the Offer Consideration will be credited to the bank accounts of the Shareholders CSDP or stockbroker which shall arrange for the same to be credited directly to the Shareholders blocked Rand bank accounts held by the Shareholders authorised dealers and held to the order of the Shareholders authorised dealer in foreign exchange in South Africa, within 6 (six) Business Days after the later of: the Finalisation Date; and the date of acceptance thereof All other non-residents of the Common Monetary Area The Offer Consideration accruing to non-resident Shareholders whose registered addresses are outside the Common Monetary Area and who are not emigrants from the Common Monetary Area, will: in the case of Certificated Shareholders, whose Documents of Title have been restrictively endorsed under the South African Exchange Control Regulations, be transferred to them by way of electronic funds transfer within 6 (six) Business Days after the later of: the Finalisation Date; and the date of acceptance thereof; or in the case of Dematerialised Shareholders, be credited by their duly appointed CSDP or stockbroker directly to the accounts nominated by the Shareholders in terms of the provisions of the custody agreement with his CSDP or stockbroker within 6 (six) Business Days after the later of: the Finalisation Date; and the date of acceptance thereof Information not provided If the information regarding the authorised dealer is not given or instructions are not provided as required, the Offer Consideration will be held by Windfall or the Transfer Secretaries on behalf of Windfall for the benefit of the Certificated Shareholder concerned pending receipt of the necessary information or instructions. No interest will accrue or be paid on the Offer Consideration so held. INFORMATION REQUIRED IN TERMS OF THE COMPANIES REGULATIONS 8. DIRECTORS INTERESTS AND DEALINGS IN ORDINARY SHARES 8.1. Windfall interests and dealings in PSV and Windfall s directors interest and dealings in PSV As at the last Practicable Date, Windfall holds 38.9% (thirty eight point nine percent) of the Ordinary Shares. Prior to the Investec Acquisition, Windfall purchased 34% of the total number of Ordinary Shares in issue from Westbrooke Capital Management Special Opportunities En Commandite Partnership, at R0.15 (fifteen cents) per share on 27 February

11 At the Last Practicable Date, the directors of Windfall held: no Ordinary Shares directly; and 5.05% (five point zero five percent) of Ordinary Shares indirectly by virtue of their shareholding in Genesis. The direct and indirect beneficial interests of the directors of Windfall are as follows: Beneficial Total Total Director Direct Indirect shares % D Shur % S Newman % J Wright % Total % 8.2. PSV and PSV directors dealings in Windfall shares Neither PSV nor the directors of PSV had any dealings in Windfall shares during the period beginning 6 (six) months prior to the Opening Date and ending on the last Practicable Date. As at the last Practicable Date, neither PSV nor the directors of PSV held, directly or indirectly, beneficial interests in the shares of Windfall. 9. DIRECTORS EMOLUMENTS AND SERVICE CONTRACTS 9.1. The total emoluments receivable by PSV directors will not be varied as a consequence of the Mandatory Offer There are no material particulars of an abnormal nature in respect of PSV directors service contracts which require specific disclosure, nor were any directors service contracts entered into or amended during the period commencing 6 (six) months prior to the Opening Date and ending on the last Practicable Date The service contracts of PSV directors will not be affected by the Mandatory Offer. 10. COMPOSITION OF THE PSV BOARD FOLLOWING IMPLEMENTATION OF THE MANDATORY OFFER Windfall does not intend removing any of the existing directors of PSV following the implementation of this Mandatory Offer Nothing contained in this paragraph shall preclude the board of PSV and/or the Shareholders from removing any director of PSV in accordance with the memorandum of incorporation of PSV and the provisions of the Companies Act after the implementation of this Mandatory Offer. 11. IRREVOCABLE UNDERTAKINGS At the date of publishing this Circular, Windfall has not received, and is not expecting to receive, any irrevocable undertakings from any of the Shareholders. 12. MATERIAL AGREEMENTS No agreements which can be considered to be material to a decision by the Shareholders regarding the Mandatory Offer were entered into between PSV and Windfall, or between PSV and any of the directors of Windfall, or any persons who were directors of Windfall in the 12 (twelve) months preceding the Mandatory Offer, or between PSV and any other PSV shareholder or holders of any beneficial interests in PSV, or any persons who were PSV shareholders or beneficially interested in PSV shares, in the 12 (twelve) months preceding the Mandatory Offer. 13. OPINIONS AND DIRECTORS RESPONSIBILITY STATEMENT In accordance with the Companies Act and the Takeover Regulations, the Independent Board has appointed Nodus Capital Proprietary Limited as the Independent Expert to provide the Independent Board with its opinion as to whether the terms of the Mandatory Offer are fair and reasonable to Shareholders. Taking into consideration the terms and conditions of the Mandatory Offer, the Independent Expert is of the opinion that the Mandatory Offer is fair but unreasonable to Shareholders. The Independent Expert s opinion is included in Annexure 1 to this Circular and has not been withdrawn prior to the publication of this Circular. The Independent Board has reviewed the opinion received from the Independent Expert and is unanimously in agreement with the views and opinions expressed therein. In forming its opinion on the Mandatory Offer, the Independent Board did not take into account any considerations, including any factors that may be difficult to quantify or which are unquantifiable, other than those stated herein. 9

12 13.1. The Windfall board of directors, to the extent that information relates to Windfall or the Windfall board of directors: accept responsibility for the accuracy of the information contained in this Circular; confirm that to the best of their respective knowledge and belief, the information contained in this Circular is both true and correct; and confirm that this Circular does not, to the best of their respective knowledge and belief, omit anything likely to affect the importance of the information contained in this Circular The Independent Board, to the extent that information relates to PSV or the PSV Independent Board: accept responsibility for the accuracy of the information contained in this Circular; confirm that to the best of their respective knowledge and belief, the information contained in this Circular is both true and correct; and confirm that this Circular does not, to the best of their respective knowledge and belief, omit anything likely to affect the importance of the information contained in this Circular. 14. SHARE PRICE HISTORY The price history of the Ordinary Shares on the JSE is set out in Annexure 4 to this Circular. 15. CONSENTS Each of the legal advisors, and corporate advisors, have consented in writing to act in the capacity stated and to their names being stated in this Circular and have not withdrawn their consent prior to the issue of this Circular. 16. FOREIGN SHAREHOLDERS Exchange Control Regulations may apply to Offer Participants. Offer Participants who are not resident in, or who have a registered address in the Company s securities register that is outside of, South Africa, must satisfy themselves as to the full observance of the laws of any relevant territory concerning the receipt of the Offer Consideration, including obtaining any requisite governmental or other consents, observing any other requisite formalities and paying any issue, transfer or other taxes due in such jurisdiction. If in doubt, Offer Participants should consult their professional advisers immediately. 17. RESTRICTED JURISDICTION To the extent that the distribution of this Circular in certain jurisdictions outside of South Africa may be restricted or prohibited by the laws of such foreign jurisdiction, then this Circular is deemed to have been provided for information purposes only and neither the board of PSV nor Windfall accept any responsibility for any failure by the Shareholders to inform themselves about, and to observe, any applicable legal requirements in any relevant foreign jurisdiction. 18. DOCUMENTS AVAILABLE FOR INSPECTION Copies of the following documents will be available for inspection during normal business hours at the registered office of PSV, from Friday, 15 May 2015 up to and including Friday, 3 July 2015: the memoranda of incorporation of PSV; the original cash confirmation provided to the TRP by Eversheds in accordance with regulations 111(4) and 111(5) of the Companies Regulations; the approval letter from the TRP approving the Mandatory Offer; the unaudited financial results of PSV for the six months ended 31 August 2014; audited financial information of PSV for the years ended 28 February 2014, 28 February 2013 and 28 February 2012; and a signed copy of this Circular. By order of the Independent Board Ralph Patmore Chairperson 15 May 2015 By order of the Windfall board of directors Darren Shur Chief Executive Officer 15 May

13 ANNEXURE 1 report of the independent expert 11 May 2015 The Independent Board PSV Holdings Limited Stoneridge Office Park 8 Greenstone Place Greenstone Hill Building C, 2nd Floor Dear Sirs REPORT OF THE INDEPENDENT PROFESSIONAL EXPERT TO PSV HOLDINGS LTD ( PSV or the COMPANY ) REGARDING A MANDATORY OFFER Introduction PSV announced on 14 April 2015 (the Announcement ) that Windfall 28 Investments (Pty) Ltd. ( Windfall ) has acquired (Eleven Million) ordinary shares, representing 4% (Four Percent) in the issued share capital of PSV ( Ordinary Shares ) from Investec Bank Ltd ( Investec ), such that the entire beneficial interest of Windfall is (One Hundred and Three Million Four Hundred and Sixty Three Thousand Two Hundred and Eighty Eight) Ordinary Shares, representing an increase to approximately 38.9% (Thirty Eight point Nine Percent) of the issued share capital of PSV following a series of acquisitions with Investec (the Investec Acquisition ) and is in a position to exercise the voting rights in respect of the Investec Acquisition shares. All of the Ordinary Shares acquired in terms of the Investec Acquisition were acquired for a consideration of R0.15 (Fifteen Cents) per Ordinary Share. The Investec Acquisition gives rise to a change in control and an affected transaction in terms of section 123 of the Companies Act, 2008 (act 71 of 2008), as amended (the Act ) (read with section 117 of the Act) pursuant to which Windfall is required to make a mandatory offer to acquire from the registered holders of Ordinary Shares, except for Windfall, ( Shareholders ) all or part of their Ordinary Shares on the same terms as the Investec Acquisition, namely R0.15 (Fifteen Cents) per Ordinary Share ( the Mandatory Offer ) (the Proposed Transaction ). It is the intention of the board of directors of Windfall and the board of directors of PSV to retain the listing of PSV on the JSE for the time being. The Shareholders who elect not to accept the Mandatory Offer, or elect to accept the Mandatory Offer in part, will remain Shareholders in PSV. The Proposed Transaction is subject to the Conditions Precedent to the Mandatory Offer detailed in paragraph 5 of the Circular, to be dated on or about 14 May 2015 (the Circular ). In terms of the Proposed Transaction, PSV Shareholders will be entitled to receive, should they accept the Mandatory Offer a cash consideration of R0.15 cents per Ordinary Share (the Purchase Consideration ). As at the date of this opinion, the ordinary share capital of the Company comprises of the following: Authorised ordinary share capital comprising no par value ordinary shares; and Issued ordinary share capital comprising no par value ordinary shares. The Company holds ordinary shares as treasury shares. Full details of the Mandatory Offer are contained in the Circular, which will include a copy of this opinion of the Independent Expert. The material interests of the PSV directors in the Ordinary Shares are set out in annexure 2 of the Circular. The effects of the Mandatory Offer, as detailed in the Circular, will also apply to the directors. Scope An independent expert s opinion is required to be obtained by the Independent Board Committee, formed by the PSV Board (the Independent Board ), in terms of Regulation 90 of the Fundamental Transactions and Takeover Regulations, 2011, published thereunder (the Regulations ), as read with Section 117(c)(vi) and Section 123 of the Act, in respect of a mandatory offer to shareholders of PSV. Nodus Capital (Pty) Ltd. ( Nodus ) has been appointed by the Independent Board as the Independent Expert to advise on whether the terms and conditions of the Offer are fair and reasonable to the Shareholders of PSV (the Opinion or fair and reasonable opinion ). Responsibility The compliance with the Act and the Regulations is the responsibility of the Independent Board. Our responsibility is to report on the terms and conditions of the Mandatory Offer in compliance with the related provisions of the Act and the Regulations. 11

14 We confirm that our fair and reasonable opinion has been provided to the Independent Board for the sole purpose of assisting them in forming and expressing an opinion for the benefit of PSV Shareholders in relation to the Mandatory Offer. Definition of the terms fair and reasonable The fairness of a transaction is based on quantitative issues. A transaction may be said to be fair if the benefits received by the shareholders, as a result of the transaction, are equal to or greater than the value ceded by the shareholders. The Mandatory Offer may be said to be fair if the value of the consideration received by the Shareholders for each Ordinary Share is greater than or equal to the value of one Ordinary Share or unfair if the consideration received by the Shareholders for each Ordinary Share is less than the value of one Ordinary Share. In terms of the Regulations, a transaction will be considered reasonable if the offer consideration received by shareholders in terms of the corporate action is higher than the market price of the company s securities at the time that the corporate action was announced. In addition, other qualitative considerations were taken into account when considering the reasonableness of the corporate action. It is therefore conceivable that if the Mandatory Offer exceeds either the estimated fair value per security or current traded price per PSV Share, but not both, the Mandatory Offer could be considered fair but not reasonable or reasonable but not fair. Our approach in considering the Mandatory Offer In considering the Mandatory Offer, we have independently calculated the fair value of a PSV Ordinary Share and compared our fair value of a PSV Ordinary Share to the Purchase Consideration. Sources of information The principal sources of information used in performing our work include: The Announcement; The terms and conditions of the Mandatory Offer, as set out in the Circular; Representations and assumptions made available by, and discussions held with, the management of PSV; Representations and assumptions made available by, and discussions held with, the Independent Board; Selected macro-economic analysis and forecasts from various South African and international banks and research institutions; Selected publicly available information relating to the industry in which PSV operate, obtained from PSV management and public sources; Share price information of PSV over the last 12 months to assess the relative liquidity and relative volatility of PSV shares; McGregor BFA; Thomson Reuters; PricewaterhouseCoopers Corporate Finance Valuation Methodology Survey 2015, 7th edition; Published market data of PSV; Audited annual financial statements of PSV for 3 years ended 28 February 2014; Interim financial results of PSV for the 6 months ended 31 August 2014; Management accounts of PSV and its operating divisions/subsidiaries/business segments as at 28 February 2015; Management forecasts for PSV and its operating divisions/subsidiaries/business segments to 28 February 2020; and The 30 day volume weighted average price ( VWAP ) as at the Announcement date. We have relied upon and assumed the accuracy of the information provided to and obtained by us in deriving our opinion. Where practical, we have corroborated the reasonableness of the information provided to us for the purpose of our opinion, whether in writing or obtained in discussion with PSV management, by reference to publicly available or independently obtained information. While our work has involved an analysis of, inter alia, the annual financial statements and other information provided to us, our engagement does not constitute an audit conducted in accordance with generally accepted auditing standards. 12

15 Procedures performed In arriving at our opinion we have undertaken the following procedures in evaluating the fairness and reasonableness of the Purchase Consideration: Considered the rationale for the Mandatory Offer, as represented by PSV management; Reviewed the terms and conditions of the Mandatory Offer; Considered the fact that PSV s shares are tightly held, minimal capital has been raised from the market and that the volumes of PSV shares traded are low; Supplemented our knowledge and understanding of the underlying operating divisions/subsidiaries/business segments within PSV as well as the industries in which they operate; Held discussions with management on the prospects of the underlying subsidiaries/divisions/business segments within PSV; Reviewed and analysed the historical financial information of PSV; Assessed the budget/forecast of PSV and its subsidiaries as prepared by its management team and challenged certain assumptions; Prepared a valuation of PSV using the discounted cash flow valuation method; Consideration around the value of PSV using market multiples of comparable companies; Reviewed PSV s historic traded share prices and trading volumes on the Alt-X board of the JSE Ltd ( JSE ); Reviewed certain publicly available information relating to PSV and the industry in which it operates that we deemed to be relevant, including company announcements and media articles; Where relevant, representations made by management and/or directors were corroborated to source documents or independent analytical procedures were performed by us, to examine and understand the industry in which PSV operates, and to analyse external factors that could influence the business of PSV; Performed an analysis of other information considered pertinent to our valuation and opinion; and Obtained from the management of PSV a letter of representations in respect of amongst other things the information shared and/or statements made to us and upon which we have relied. We have not interviewed any of the Shareholders to obtain their views on the Mandatory Offer. Based on the results of the procedures mentioned above, we determined the fairness and reasonableness of the Mandatory Offer to Shareholders. We believe that the above considerations justify the conclusion outlined below. Limiting conditions This Opinion of the Independent Expert is provided to the Independent Board in connection with and for the purposes of the Mandatory Offer. The Opinion of the Independent Expert does not purport to cater for each individual PSV Shareholder s perspective, but rather that of the general body of PSV Shareholders. This Opinion of the Independent Expert is provided in terms of the Act and Regulations. It does not constitute a recommendation to any PSV Shareholder as to how to vote at any shareholders meeting relating to the Mandatory Offer or on any matter relating to it, nor as to the acceptance of the Mandatory Offer. Therefore, it should not be relied upon for any other purpose. We assume no responsibility to anyone if this Opinion of the Independent Expert is used or relied upon for anything other than its intended purpose. Individual PSV Shareholder s decisions regarding the Mandatory Offer may be influenced by such individual PSV Shareholder s particular circumstances and accordingly individual PSV Shareholders should consult an independent advisor if in any doubt as to the merits or otherwise of the Mandatory Offer. Budgets/projections/forecasts relate to future events and are based on assumptions, which may not remain valid for the whole of the forecast period. Accordingly, this information cannot be relied upon to the same extent as that derived from audited financial statements for completed accounting periods. We express no opinion as to how closely actual results will correspond to those projected/forecast by the management of PSV. We have compared the projected/forecast financial information to past trends as well as discussed the assumptions inherent therein with management. The above findings are necessarily based upon the information available to us, the financial, regulatory, market and other conditions and circumstances existing and disclosed to us as at the date hereof. We have assumed that all conditions precedent in the transaction agreements, including any material regulatory and other approvals, will be properly fulfilled/ obtained. Subsequent developments may affect our findings, however, we are under no obligation to update, revise or reaffirm such. 13

16 The valuation of companies and businesses is not a precise science and conclusions arrived at, will, in many cases, be subjective and dependent on the exercise of individual judgment. Valuation Nodus performed an independent valuation of PSV to determine whether the Mandatory Offer represents fair value to the PSV Shareholders. For the purposes of our valuation we used the income approach (discounted cash flow) valuation as our primary valuation methodology. In addition, we used the market approach (based on financial data for comparable publicly traded companies) as a corroborative valuation methodology to support the results of our income approach valuation. The valuation was performed taking cognisance of risk and other market and industry factors affecting PSV. Additionally, sensitivity analyses were performed considering key assumptions. Prevailing market and industry conditions were also considered in assessing the risk profile of PSV. Key internal value drivers included the discount rate, working capital and capital expenditure requirements, operating margins and expected future growth in the business capacity and revenue from PSV s various businesses. Key external value drivers including gross domestic product growth rates, interest rates, headline inflation rates and prevailing market and industry conditions in respect of the industry in which PSV operates were also considered in assessing the forecast cash flows and risk profile of PSV. A liquidity discount of 10% has been applied in our valuation of the PSV Shares. This discount is appropriate in our opinion, as the shares of PSV are considered to be illiquid based on our review of its volumes and trading history on the JSE. Assumptions Our opinion is based on the following key assumptions: Current economic, regulatory and market conditions will not change materially; PSV is not involved in any material legal proceedings other than those conducted in the ordinary course of business and/or as disclossed in the Circular; PSV is, at the date of this Opinion of the Independent Expert, not engaged in any discussions relating to any acquisitions or transactions that will have a significant impact on the value of PSV; PSV has no material outstanding disputes with the South African Revenue Service; There are no undisclosed contingencies that could affect the value of PSV; The agreements that have been entered into in terms of the Mandatory Offer will be legally enforceable; The Mandatory Offer will have the legal, accounting and taxation consequences described in discussions with, and materials furnished to us by representatives and advisors of PSV; Reliance can be placed on the financial information of PSV; For the purposes of this Opinion of the Independent Expert, we assumed PSV s existing businesses to be ongoing under current business plans and management; and Representations made by PSV management and their advisors during the course of forming this Opinion of the Independent Expert. Appropriateness and reasonableness of underlying information and assumptions We satisfied ourselves as to the appropriateness and reasonableness of the information and assumptions employed in arriving at our opinion by: Reliance on audit reports in the financial statements of PSV; Conducting analytical reviews on the historical financial results and the forecast financial information, such as key ratio and trend analyses; and Determining the extent to which representations from management were confirmed by documentary and audited financial evidence, as well as our understanding of PSV and the economic environment in which the Company operates. Valuation results In undertaking the valuation exercise of PSV above, we determined a valuation range of the PSV Ordinary Shares of 10.5 to 21.8 cents per ordinary share with a most likely value of 16.2 cents per share (the PSV Core Value ). The PSV Core Value has been used for the purposes of expressing our opinion. The Purchase Consideration is less than the Core Value but is within our calculated valuation range. The valuations above are provided solely in respect of this fair and reasonable opinion and should not be used for any other purposes. 14