PROSPECTUS. Friday, 24 March 2017 Private Placing and Preferential Offer) at 12h00 on* Anticipated listing date on AltX at commencement of trade

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1 PEMBURY LIFESTYLE GROUP LIMITED (Incorporated in the Republic of South Africa) (Registration number 2013/205899/06) ( PL Group or the Company ) ISIN Code: ZAE JSE Code: PEM PROSPECTUS Prepared and issued in terms of the JSE Listings Requirements and the Companies Act, 2008 (No. 71 of 2008), as amended ( the Act ), relating to a Private Placement for subscription of PL Group ordinary Shares by way of: an offer by the Company by way of a Private Placing of shares at 100 cents each and a Preferential Offer for subscription of shares at 100 cents each, totalling ordinary no par value Shares in the issued share capital of the Company at an issue price of 100 cents per ordinary Share; and the subsequent listing of up to ordinary no par-value shares at 100 cents each in PL Group on the Alternative Exchange ( AltX ) of the JSE in the Specialised Consumer Services Sector. Opening date of the Private Placement (comprising the Thursday, 9 March 2017 Private Placing and Preferential Offer) and announced on SENS at 09h00 on Closing date of the Private Placement (comprising the Friday, 24 March 2017 Private Placing and Preferential Offer) at 12h00 on* Anticipated listing date on AltX at commencement of trade Friday, 31 March 2017 at 9h00 on *Shareholders wishing to subscribe for ordinary Shares in dematerialised form must advise their Central Securities Depository Participant ( CSDP ) or broker of their acceptance of the Private Placement of Shares in the manner and within the cut-off time stipulated by their CSDP or broker. In the event of an over-subscription in terms of the Private Placement, the Directors will adjust the allocation of applicants on an equitable basis in accordance with paragraph 5.18 of the JSE Listings Requirements. The Shares placed in terms of this Prospectus will rank pari passu with the existing ordinary Shares in PL Group and rank equally as to voting, share in profits, dividends and distributions. At the date of closing of the Private Placement and assuming that the Private Placement is fully subscribed, PL Group share capital will comprise authorised ordinary Shares of no par value and issued ordinary Shares of no par value with stated capital of R146.9 million (before write off of share issue expenses). There will be no convertible or redeemable shares issued. In the opinion of the Directors, an overall minimum subscription of R is required in terms of the Private Placement. The listing will also be subject to meeting the minimum spread requirements for companies listing on the AltX as detailed below.

2 The Company is required to meet the minimum spread requirement of at least 10% to be held by the general public as defined in the JSE Listings Requirements in order to ensure reasonable liquidity, which will amount to approximately R or shares at 100 cents per share. In the event that this is not achieved, monies will be refunded to all applicants. The JSE has granted PL Group a listing in respect of up to ordinary Shares on the AltX under the abbreviated name PL Group, share code PEM and ISIN ZAE It is anticipated that the listing of the Shares on AltX will become effective from the commencement of business on or about Friday, 31 March 2017 or such later date as granted by the JSE. The Private Placement has not been underwritten as disclosed in paragraph 1.6 of this Prospectus. The Company does not have any Treasury Shares or debentures in issue. Applications for ordinary Shares in PL Group must be for a minimum of ordinary Shares at 100 cents per share, amounting to R2 000, and in multiples of 100 ordinary Shares thereafter. Fractions of Shares in PL Group will not be issued. The Shares in PL Group will be tradable on the JSE in dematerialised form only and, as such, all investors who elect to receive their ordinary Shares in PL Group in certificated form, will have to dematerialise their certificated Shares should they wish to trade therein. The Directors, whose names are given in paragraph 1.2 of this document, collectively and individually accept full responsibility for the accuracy of the information given and certify that to the best of their knowledge and belief there are no facts that have been omitted which would make any statement false or misleading, that all reasonable enquiries to ascertain such facts have been made and that the Prospectus contains all information required by law and the JSE Listings Requirements. The Designated Advisor, Auditors and Reporting Accountants, Attorney, Commercial Banker and Transfer Secretaries, whose names are set out in this Prospectus, have given and have not, prior to registration, withdrawn their written consents to the inclusion of their names in the capacities stated. An English copy of this Prospectus, accompanied by the documents referred to under Registration of Prospectus in paragraph 4.2 of this Prospectus, was registered by the Commissioner on 8 March 2017 in terms of Regulation 52(5) of the Companies Act, 2008 (No. 71 of 2008), as amended. Designated Advisor Arbor Capital Sponsors Auditor and Reporting Accountants Moore Stephens FRRS Incorporated Attorney Paul Barnard Incorporated Independent Property Valuer Johan Bosman Valuers and Appraisers Date of issue: 9 March

3 CORPORATE INFORMATION AND ADVISORS Company secretary [Regulation 58(2)(b(iii)] Arbor Capital Corporate Services Proprietary Limited (Registration number 2016/120671/07) Ground Floor, One Health Building Woodmead North Office Park 54 Maxwell Drive Woodmead, 2157 (Suite # 439, Private Bag X29, Gallo Manor, 2052) Designated Advisor Arbor Capital Sponsors Proprietary Limited (Registration number 2006/033725/07) Ground Floor, One Health Building Woodmead North Office Park 54 Maxwell Drive Woodmead, 2157 (Suite # 439, Private Bag X29, Gallo Manor, 2052) Group Bankers [Regulation 58(2)(b(ii)] ABSA (Registration Number 1986/004794/06) Lower Level Cresta Shopping Centre Cresta, 2194 Randburg, 2023 (PO Box , Excom, 2023) Attorney [Regulation 58(2)(b(ii)] Paul Barnard Incorporated (Registration Number 2003/018464/21 Savanah Office Park, Cyad Building Cnr 9th Avenue & Rugby Street Weltervredenpark Roodepoort, 1709 (PO Box 6154, Westgate, 1734) Business and Registered Office 111 9th Avenue Fairland, Gauteng, 2030 (PO Box 73723, Fairland, Gauteng, 2030) Reporting accountants and auditor [Regulation 58(2)(b(i)] Moore Stephens FRRS Incorporated (Registration Number 2006/018138/21) Practice Number: Lakeview Crescent Kleinfontein Lake, Benoni, 1501 (PO Box 663, Benoni, 1500) Transfer Secretaries Link Market Services South Africa Proprietary Limited (Registration number 2000/007239/07) 13th Floor, Rennie House 19 Ameshoff Street Braamfontein, 2001 (PO Box 4844, Johannesburg, 2000) Independent Property Valuer Johan Bosman Valuers and Appraisers Plot 80 Golf Avenue Lusthof Pretoria, 0002 (PO Box 18598, Pretoria North, 0116) Place and date of incorporation South Africa, 5 November

4 IMPORTANT INFORMATION The definitions and interpretations commencing on page 7 of this Prospectus apply to this section on important Information. FORWARD-LOOKING STATEMENTS This Prospectus contains statements about the Company that are or may be forward-looking statements. All statements, other than statements of historical fact are, or may be deemed to be, forward-looking statements, including, without limitation, those concerning: strategy; the economic outlook for the Group; growth prospects and outlook for operations, individually or in the aggregate; and liquidity and capital resources and expenditure. These forward-looking statements are not based on historical facts, but rather reflect current expectations concerning future results and events and generally may be identified by the use of forwardlooking words or phrases such as "believe", "aim", "expect", "anticipate", "intend", "foresee", "forecast, likely", "should", budget "planned", "may", "estimated", "potential" or similar words and phrases. Examples of forward-looking statements include statements regarding a future financial position or future profits, cash flows, corporate strategy, estimates of capital expenditures, acquisition strategy, future capital expenditure levels, and other economic factors, such as, inter alia, interest rates. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. The Company cautions that forward-looking statements are not guarantees of future performance. Actual results, financial and operating conditions, liquidity and the developments within the industry in which the Company operates may differ materially from those made in, or suggested by, the forward-looking statements contained in this Prospectus. All these forward-looking statements are based on estimates and assumptions made by the Company, all of which estimates and assumptions, although the Company believes them to be reasonable, are inherently uncertain. Such estimates, assumptions or statements may not eventuate. Many factors (including factors not yet known to the Company, or not currently considered material) could cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied in those estimates, statements or assumptions. Offerees should keep in mind that any forward-looking statement made in this Prospectus or elsewhere is applicable only at the date on which such forward-looking statement is made. New factors that could cause the business of the Company not to develop as expected may emerge from time to time and it is not possible to predict all of them. Further, the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statement are not known. The Company has no duty to, and does not intend to, update or revise the forward-looking statements contained in this Prospectus after the date of this Prospectus, except as may be required by law. FOREIGN PERSONS This Prospectus has been prepared for the purposes of complying with the Companies Act and the regulations published in terms thereof and the information disclosed may not be the same as that which would have been disclosed if this Prospectus had been prepared in accordance with the laws and regulations of any jurisdiction outside of South Africa. 3

5 The release, publication or distribution of this Prospectus in jurisdictions other than South Africa may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than South Africa should inform themselves about, and observe any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the securities laws of any such jurisdiction. This Prospectus and any accompanying documentation is not intended to, and does not constitute, or form part of, an offer to sell or an invitation to purchase or subscribe for any securities in any jurisdiction in which it is illegal to make such an offer, invitation or solicitation, or such offer, invitation or solicitation would require the Company to comply with filing and/or other regulatory obligations. In those circumstances this Prospectus and any accompanying documentation are sent for information purposes only and should not be copied or redistributed. Persons who are not resident in South Africa must satisfy themselves as to the full observance of the laws of any applicable jurisdiction concerning their participation in the Private Placement, including any requisite governmental or other consents, observing any other requisite formalities and paying any transfer or other taxes due in such other jurisdictions. The Company accepts no responsibility for the failure by any person to inform himself/herself about, and/or to observe any applicable legal requirements in any relevant jurisdiction. The distribution of this Prospectus in jurisdictions outside South Africa may be restricted by law and persons who come into possession of it who are not in South Africa should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. Neither the Shares nor the Prospectus have, nor will they be, registered under the US Securities Act, 1933 or with the regulatory authority of any state or jurisdiction of the United States of America or under the applicable laws of the United Kingdom, Canada, or Japan and may not be offered, sold, pledged or otherwise transferred in the United States of America or to any national, resident or subject of the United Kingdom, Canada, or Japan. Neither this document nor any copy of it may be sent to or taken into the United States of America, Canada, or Japan. 4

6 TABLE OF CONTENTS Page Corporate information and advisors 2 Important information 3 Definitions and interpretations 7 Prospectus 14 Documents and consents available for inspection 14 Section 1 - Information about the Company whose securities are being placed 1.1 Name, address and incorporation Directors, other office holders, or material third parties History, state of affairs and prospects of the Company Share capital of the Company Options or preferential rights in respect of Shares Commissions paid or payable in respect of underwriting and share issues Material contracts Interests of Directors and promoters Loans Shares issued or to be issued other than for cash Property acquired or to be acquired or disposed Amounts paid or payable to promoters Preliminary expenses and issue expenses 44 Section 2 - Information about the placed securities 2.1 Purpose of the Private Placement Time and date of the opening and closing of the Private Placement Particulars of the Private Placement Minimum subscription Shareholder information 50 Section 3 Statements and Reports relating to the Private Placement 3.1 Statement as to adequacy of capital Report by Directors as to material changes Statement as to listing on a stock exchange Report by auditor where business undertaking is to be acquired Report by auditor where the Company will acquire a subsidiary Reports by the auditor of the Company 52 Section 4 Additional material information 4.1 Litigation statement Experts consents Directors responsibility statement Vendors and controlling shareholders 53 5

7 Section 5 Inapplicable or immaterial matters 54 Annexures 1 Financial information required in terms of regulation 79 of the Companies 55 Act in respect of the Company and the Group 2 Report by the auditor in terms of regulation 79 of the Companies Act 58 3A Historical financial information of PL Group for the financial year ended February B Interim financial results for the six months ended 31 August A Independent reporting accountants report on the historical financial 105 information of PL Group for the year ended 29 February B Independent reporting accountant s report on the historical financial 108 information of PL Group for the six months ended 31 August Pro forma financial information of PL Group Independent reporting accountant s report on the pro forma financial 115 information of PL Group 7 Profit forecasts of PL Group for the years ending 31 December 2017 and December Independent reporting accountant s report on the profit forecasts of 123 PL Group 9 Alterations to share capital and premium on Shares Material borrowings, material loans receivable and inter-company loans Other directorships held by Directors of PL Group Subsidiary companies Details of immovable property owned and leased from third parties Curricula vitae of the Directors and key management of PL Group Extracts from the PL Group MOI King Code on Corporate Governance Analysis of risks facing shareholders Salient features of the Share Incentive Scheme Summary Independent Valuer s Report Terms of the service level agreement between Pembury Services and 213 PLG Schools 21 Share application form 214 6

8 DEFINITIONS AND INTERPRETATIONS In this Prospectus and the annexures hereto, unless the context indicates otherwise, references to the singular include the plural and vice versa, words denoting one gender include the others, expressions denoting natural persons include juristic persons and associations of persons and vice versa, and the words in the first column hereunder have the meanings stated opposite them in the second column, as follows: Acquisition Agreements Acquisition Properties Allens View Acquisition Agreement Allens View Property Allens View Vendor Andrew McLachlan Arbor Capital Corporate Services Arbor Capital Sponsors auditor or independent reporting accountants or Moore Stephens Barry Moyo BBBEE Act agreements relating to Acquisition Properties, details of which are disclosed in paragraph and paragraph of this Prospectus; various properties from which PLG Schools operate, which are in the process of being acquired by PLG Properties and will be rented out to PLG Schools with a long-term inter-company lease, details of which are set out in paragraph of this Prospectus; the agreement and addenda between the Allens View Vendor and Macrodev or its nominee last dated 27 September 2016 for the acquisition of the Allens View Property for a consideration of R , comprising deposits paid of R and the balance payable by 1 July 2017; ERF 640 Allen s Nek Ext. 35, held under Deed of Transfer No. T12216/2004, which property houses PLG Allens View; CJJ Grobler, identity number of 1014 Landhuis Street, Allens Nek, the vendor of the Allens View Property; Andrew Robert McLachlan, identity number , the Chief Executive Officer of PL Group of 111 9th Avenue Fairland, Gauteng, 2030 and the founder and controlling shareholder of PL Group; Arbor Capital Corporate Services Proprietary Limited, (Registration number 2016/120671/07), a private company duly incorporated in accordance with the laws of South Africa and the Company Secretary to PL Group; Arbor Capital Sponsors Proprietary Limited, (Registration number 2006/033725/07), a private company duly incorporated in accordance with the laws of South Africa and the Designated Advisor to PL Group; Moore Stephens FRRS Incorporated (Registration number 2006/018138/21, Practice number ), the auditor and independent reporting accountants to PL Group; Barashia Moyo, identity number , an independent nonexecutive director of PL Group of 9 Jukskei Road, Kelland, Randburg, 2194 and Chairman of the Audit and Risk Committee; the Broad-Based Black Economic Empowerment Act, 2003 (Act 53 of 2003), as amended; 7

9 BEE or BBBEE BEE Investors Board of Directors or the Board broker or stockbroker business day certificated Shareholders certificated Shares Christo Hechter CIPC common monetary area Companies Act or the Act Company Secretary controlling shareholders CSDP "dematerialise" DBSA the economic empowerment of all black people, including women, workers, youth, people with disabilities and people living in rural areas, through diverse but integrated socio-economic strategies as defined in the BBBEE Act; any company which is at least 51% black-owned, which applies for Shares in accordance with the Preferential Offer, none of which are known as at the Last Practicable Date; the present board of Directors of PL Group as detailed in paragraph 1.2 of this Prospectus; any person registered as a broking member (equities) in terms of the Rules of the JSE made in accordance with the provisions of the FMA; any day other than a Saturday, Sunday or gazetted national public holiday in South Africa; holders of certificated Shares; issued ordinary Shares which have not been dematerialised, title to which is represented by share certificates or other physical documents of title; Christo Hechter, identity number , a non-executive Director of PL Group of No 30 Nashet Building Southern Circle Greenhills, Randfontein; the Companies and Intellectual Property Commission; South Africa, the Republic of Namibia and the Kingdoms of Swaziland and Lesotho; the Companies Act, 2008 (Act 71 of 2008), as amended; Arbor Capital Corporate Services, being the Company Secretary of PL Group; the controlling shareholders of PL Group before and after the Private Placement, being Andrew McLachlan; a Central Securities Depository Participant, accepted as a participant in terms of the FMA, appointed by an individual shareholder for purposes of, and in regard to, the dematerialisation of documents of title for purposes of incorporation into Strate; the process whereby certificated shares are converted into electronic format for purposes of Strate and are no longer evidenced by documents of title, and "dematerialised shares" will have a corresponding meaning; Development Bank of South Africa; 8

10 Directors documents of title Doxa Deo or Doxa Deo Educational Trust EBITDA emigrant Exchange Control Regulations FMA Grant Waters Hartbeespoort Property Hartbeespoort Vendor the Group or PL Group Headmaster or Headmistress Independent Property Valuer IFRS IT JSE the Directors of the Company whose details are set out in paragraph 1.2 and Annexure 14 to this Prospectus; share certificates, certified transfer deeds, balance receipts or any other documents of title acceptable to PL Group in respect of Shares; The Apolistic Faith Mission of South Africa Doxa Deo Tshwane Congregation, the vendor of the Hartbeespoort property, which body has entered into a finance lease agreement on a back-to-back basis with PLG Schools whereby PLG Schools has undertaken to take over the repayment of the loan to DBSA on the same terms and conditions; earnings before interest, taxation, depreciation and amortisation; an emigrant from South Africa whose address is outside the common monetary area; the Exchange Control Regulations, promulgated in terms of Section 9 of the Currency and Exchanges Act, 1933 (Act 9 of 1933), as amended; the Financial Markets Act, 2012 (Act 19 of 2012) as amended; Grantly Neal Waters, identity number an independent non-executive Director of PL Group of Kimberley Junior School, O Brien Street, Monument Heights, Kimberley, 8301; ERF 630 Xanadu Ext. 12, held under Deed of Transfer No. T020692/2008, which property houses PLG Hartbeespoort; Doxa Deo, of Corner Atterbury Road and Olympus Drive, Olympus Pretoria; PL Group and its Subsidiaries from time to time; means headmaster or headmistress of a school; Johan Bosman Valuers & Appraisers, (Registration number 2450), being the JSE approved independent property valuer in respect of the Acquisition Properties, registered with the South African Council for the Property Valuers Profession; International Financial Reporting Standards, which comprise standards and interpretations approved by the International Accounting Standards Board, International Financial Reporting Interpretations Committee and International Accounting Standards, and Standing Interpretations Committee interpretations approved by the International Accounting Standards Committee; Information Technology; Johannesburg Stock Exchange; 9

11 JSE Limited JSE Listings Requirements King Code or King III King IV Last Practicable Date the JSE Limited, (Registration number 2005/022939/06), a public company duly registered and incorporated with limited liability in accordance with the laws of South Africa and licensed as an exchange under the FMA, which company operates the JSE; the Listings Requirements of the JSE, as amended from time to time; the King Report on Corporate Governance, 2009, which was released on 1 September 2009 and came into effect on 1 March 2010; the fourth edition of the King Report on Corporate Governance which was published by the South African Institute of Directors on 1 November 2016; the last practicable date prior to the finalisation of this Prospectus, being 21 February 2017; Lou Brits Lourens Martinus Brits, identity number , an independent non-executive director of PL Group of Unit 36, Nashet Building, Southern Circle, Greenhills, Randfontein, and the Chairman of the Board and a member of the Audit and Risk Committee; Listing the listing of the Company on the AltX of the JSE; Macrodev Macrodev CC (Registration number 2006/154251/23) a close corporation company duly incorporated in accordance with the laws of South Africa, which is 100% owned by Andrew McLachlan; Mellow Oaks Acquisition Agreement Mellow Oaks Property Mellow Oaks Vendor or JH van Dyk Enterprises MOI non-resident Northriding Acquisition Agreement Northriding Property the agreement between the Mellow Oaks Vendor and PLG Properties dated 16 July 2016 and addendum last dated 20 December 2016 for the acquisition of the Mellow Oaks Property for a consideration of R ; Portion 480 (a portion of portion 12) of the Farm Wilgespruit 190/2004, which property houses PLG Mellow Oaks; JH van Dyk Enterprises CC (Registration number 2002/025346/23), of 18 Elsie Road, Radiokop, the vendor of the Mellow Oaks Property, an unrelated party to PL Group and its directors, the member of which is Johan Hendrik Bachmeyer; the Memorandum of Incorporation of the Company as amended from time to time; a person whose registered address is outside the common monetary area and who is not an emigrant; the agreement between the Northriding Vendor and PL Group dated 24 October 2016 for the acquisition of the Northriding Property for a consideration of R ; Portion 612, Northwold Ext 612 Hunters Road, which property houses PLG Northriding; 10

12 Northriding Vendor ordinary Shares or Shares own-name registration Pembury Services Zephan Properties; ordinary Shares in the share capital of the Company, having no par value; registration in own-name of shareholders who hold/will hold ordinary Shares which have been dematerialised and are recorded by a CSDP on the sub-register kept by that CSDP in the name of such shareholder; Pembury Services Proprietary Limited, (registration number 2000/023467/07), a private company duly incorporated in accordance with the laws of South Africa, wholly owned by Andrew McLachlan and the company which has incurred pre-incorporation costs on behalf of PL Group and PLG Schools and through which company group administration services are rendered; PLG Schools Pembury Schools Proprietary Limited, (registration number 2015/210968/07), a private company duly incorporated in accordance with the laws of South Africa, being a wholly-owned subsidiary of PL Group, through which the school operations are conducted; PL Group or the Company Pembury Lifestyle Group Limited, (registration number 2013/205899/06), a public company duly incorporated in accordance with the laws of South Africa; PLG Properties PLG Properties Proprietary Limited, (registration number 2016/036937/07), a private company duly incorporated in accordance with the laws of South Africa, being a wholly-owned subsidiary of PL Group, which company will own the properties in the Group; PLG Retirement Villages PLG Retirement Villages, (registration number 2016/044296/07), a private company duly incorporated in accordance with the laws of South Africa, being a wholly-owned subsidiary of PL Group, which company is currently dormant; Preferential Offer the placing of up to Shares by PL Group to Directors, employees, PLG Schools parents, direct business associates, including clients, suppliers and other parties with whom there exists a direct or enduring contractual relationship (including the Property Vendors), and BEE Investors, which Preferential Offer will be by means of a nontransferable application form bearing the name of the specific party and stating a maximum number of securities that may be subscribed for in that application; Private Placement Private Placing Prospectus or this Prospectus the Preferential Offer and the Private Placing as detailed in this Prospectus; the private placing of Shares by way of a Prospectus to individuals, institutions, companies, stockbrokers and other entities; this bound document dated 3 March 2017, including all annexures and enclosures thereto; 11

13 Rand or R or cents Randfontein Acquisition Agreement Randfontein Property Randfontein Vendor Raslouw Acquisition Agreements Raslouw Properties South African Rand or cents, the official currency of South Africa; the agreement between the Randfontein Vendor and PLG Properties dated 19 September 2016 for the acquisition of the Randfontein Property for a consideration of R with guarantees due by 31 March 2017, subject to the sub-division of the property and the listing of PL Group on the JSE; A portion of portion 163 of the farm Elandsvlei 249, which property will house the PLG Randfontein Academy, which will open in 2018; Connie Mulder Centre (Registration number NPO ), of 9 Betty Street, Wilbotsdal, Randfontein, a non-profit organisation and the vendor of the Randfontein Property; the agreements and addenda between the Raslouw Vendors and PL Group last dated 31 December 2016 for the acquisition of the Raslouw Properties for a consideration of R and R respectively with guarantees due by 28 February 2017, failing which the balance of the purchase price will bear 10.5% interest per annum payable monthly in arrears until 31 December 2017; comprising two properties known as Raslouw 1 and Raslouw 2, upon which the PLG Raslouw College is situated; Raslouw Vendors HJN van Rooyen, ID number of 1492 Copperleaf Estate, Centurion and RG Pietersen, ID number of Plot 5212 Poole Avenue, Eersterust, being the vendors of the respective Raslouw Properties, which vendors are not related parties to PL Group or its directors; register REIT Riaan Van Jaarsveld SARB SENS shareholders Share Incentive Scheme South Africa or the Republic the register of PL Group shareholders; Real Estate Investment Trust; Adriaan Pieter Van Jaarsveld, identity number , the executive Financial Director of PL Group of 111 9th Avenue Fairland, Gauteng, 2030; the South African Reserve Bank; the Stock Exchange News Service of the JSE; the holders of issued ordinary Shares; the Company s share incentive scheme approved by shareholders on 28 November 2016, implemented for the purpose of incentivising the Company s Executives and employees, details of which are set out in Annexure 16 of this Prospectus; the Republic of South Africa; 12

14 Springs Acquisition Agreement Springs Property Springs Vendor or Fifth Season Strate Subsidiaries Transfer Secretaries or Link Market Services VAT Vendors Willow View Acquisition Agreement Willow View Property Willow View Vendor Zephan Properties the agreement between the Springs Vendor and PLG Properties dated 19 October 2016 for the acquisition of the Springs Property for a consideration of R , comprising a non-refundable deposit of R , subject to the balance of R being raised by way of bond financing on or before 5 November 2017; ERF 1729 Strubenvale Extension. 2 Township, held under Deed of Transfer No. T23766/2009, which property houses PLG Springs; Fifth Season Investments 99 Proprietary Limited (Registration number 2005/008325/07) of 4 Langlaagte Road, Springs, the vendor of the Spring Property which vendor is not a related party to PL Group or its directors; the settlement and clearing system used by the JSE, managed by Strate Proprietary Limited, (Registration number 1998/022242/07), a private company duly incorporated in accordance with the laws of South Africa; PLG Schools, PLG Properties and PLG Retirement Villages, being subsidiary companies of PL Group as at the Last Practicable Date, full details of which are disclosed in Annexure 12 of this Prospectus; Link Market Services South Africa Proprietary Limited, (registration number 2000/007239/07), a private Company duly incorporated in South Africa, being the transfer secretaries of PL Group as at the Last Practicable Date; Value-Added Taxation; the vendors of the Property Acquisitions, being the: Allens View Vendor Hartbeespoort Vendor Mellow Oaks Vendor Northriding Vendor Randfontein Vendor Raslouw Vendor Springs Vendor Willow View Vendor; the agreement between the Willow View Vendor and PL Group dated 24 October 2016 for the acquisition of the Willow View Property for a consideration of R ; Portion 8 of the Farm Rietfontein, which property houses PLG Springs; Zephan Properties; and Zephan Properties Proprietary Limited (Registration number 2003/020174/07), 1 st Floor, Cedar Square Shopping Centre, Fourways, the vendor of the Northriding Property and the Willow View Property, owned indirectly by Nicolas Georgiou, an unrelated party to PL Group or its directors. 13

15 PEMBURY LIFESTYLE GROUP LIMITED (Incorporated in the Republic of South Africa) (Registration number 2013/205899/06) ( PL Group or the Company ) ISIN Code: ZAE JSE Code: PGL PROSPECTUS DOCUMENTS AND CONSENTS AVAILABLE FOR INSPECTION In terms of Regulation 53 of the Companies Regulations and section 7G of the JSE Listings Requirements, certified copies of the following documents will be available for inspection at the registered office of the Company from the date of this Prospectus being Thursday, 9 March 2017 until the 10th Business Day following the closing of the Private Placement on Friday, 24 March 2017: the MOI and the MOI of the Subsidiaries; the Share Incentive scheme; the Prospectus, including the subscription form; the report of the auditor in accordance with regulation 79 of the Companies Act as set out in Annexure 2 of this Prospectus; the independent reporting accountant s reports on the Group s historical financial information as set out in Annexure 4A and Annexure 4B of this Prospectus; the independent reporting accountants report on the pro forma financial information of the Group as set out in Annexure 6 of this Prospectus; the independent reporting accountant s reports on the Group s profit forecast as set out in Annexure 8 of this Prospectus; the material contracts as detailed in Section 1, paragraph 1.7; detailed valuation reports for each of the Acquisition Properties; the signed summary valuation report as set out in Annexure 19 of this Prospectus; the employment agreements with Executive Directors; the written consent of each of the persons referred to in Section 1, paragraph of this Prospectus; and the written power of attorney executed by each Director of the Company not signing the Prospectus. 14

16 SECTION 1 INFORMATION ABOUT THE COMPANY WHOSE SECURITIES ARE BEING PLACED 1.1 Name, address and incorporation Company Name Registration Number Business Address Pembury Lifestyle Group Limited [Regulation 57(1)(a)] 2013/205899/06 [Regulation 57(1)(a)] 111 9th Street [Regulation 57(1)(b)] Fairland Randburg 2030 (PO Box 73723, Fairland, Gauteng, 2170) Registered Address 111 9th Street [Regulation 57(1)(b)] Fairland Randburg 2030 (PO Box 73723, Fairland, Gauteng, 2170) Address of Transfer Secretaries Link Market Services South Africa Proprietary Limited (Registration number 2000/007239/07) 13th Floor, Rennie House 19 Ameshoff Street Braamfontein 2001 (PO Box 4844, Johannesburg, 2000) [Regulation 57(1)(b)(ii)] Date and place of Incorporation 5 November 2013 in South Africa [Regulation 57(1)(c)] Details of the holding company of PL Group [Regulation 57(3)(a)] PL Group does not have a holding company and is controlled by Andrew McLachlan Details of the subsidiary companies of PL Group [Regulation 57(3)(b)] Details of the Company s subsidiaries are listed in Annexure

17 1.2 Directors, other office holders, or material third parties [Regulation 58] Directors of the Company [Regulation 58(2)(a), (3)(a)] Executive Andrew McLachlan (50) Nationality South African Business address 111 9th Street, Fairland, Randburg, 2030 Appointment date 5 November 2013 Qualifications B.Sc Construction Management UOFS Occupation Group CEO Position in Company Chief Executive Officer Term of office No fixed term, with three months notice period Riaan van Jaarsveld (54) Nationality South African Business address 111 9th Street, Fairland, Randburg, 2030 Appointment date 1 October 2016 Qualifications B. Com; B Com Hons CTA; CA (SA) Occupation Financial Director Position in Company Group Financial Director Term of office No fixed term, with three months notice period Non-Executive Lou Brits (70) Nationality South African Business address 111 9th Street, Fairland, Randburg, 2030 Appointment date 7 October 2016 Qualifications BA Occupation Businessman Position in Company Term of office Independent Non-Executive Chairman No fixed term but subject to the provisions of the MOI in terms of rotation of Directors Christo Hechter (52) Nationality South African Business address 111 9th Street, Fairland, Randburg, 2030 Appointment date 5 November 2013 Qualifications B.Proc Occupation Businessman Position in Company Non-Executive Director Term of office No fixed term but subject to the provisions of the MOI Grant Waters (51) Nationality South African Business address 111 9th Street, Fairland, Randburg, 2030 Appointment date 7 October 2016 Qualifications D.E. (S.P) HDE (Ac.Spec.) Rhodes University Occupation Educator Position in Company Independent Non-Executive Director Term of office No fixed term but subject to the provisions of the MOI Barry Moyo (64) Nationality South African Business address 9 Jukskei Road, Kelland, Randburg, 2194 Appointment date 7 October 2016 Qualifications M.A. Accounting and Finance-Lancaster University (United Kingdom), B. A. Economics (Honours)-Ealing College (United Kingdom), CA (Zimbabwe) Occupation Financial and business consultant Position in Company Independent Non-Executive Director Term of office No fixed term but subject to the provisions of the MOI 16

18 Key Management Rob Wyatt-Minter (57) Nationality South African Business address 630 Kubla Khan Drive, Xanadu Eco Park, Hartbeespoort Appointment date 1 October 2015 Qualifications BEd Hons Educational Psychology, UKZN BSc Mathematics and Psychology, 1 st Class, UNISA National Diploma (N6) in Mechanical Engineering, Durban Institute of Technology Higher Diploma in Education, Mathematics teaching, UKZN National Higher Certificate for Technicians (T4), Mechanical Engineering, PMB Technical College Occupation Teacher Position in Company Headmaster at PLG Hartbeespoort Academy Term of office No fixed term, with three months notice period Gerhardus Petrus Dippenaar (54) Nationality South African Business address 290 Poole Avenue, Raslouw AH, Centurion Appointment date 1 September 2016 Qualifications B.Ed. (HONS) Educational Management, Law and Policy Mentoring, Guidance and Support for Teachers and Trainers Certificate Assessors Training FDE Randse Afrikaanse Universiteit THDE Goudstad Onderwys Kollege Occupation Teacher Position in Company Headmaster at PLG Raslouw College Term of office No fixed term, with three months notice period Dr Christoffel Ayers (66) Nationality South African Business address 48 Homestead Avenue, Randfontein Appointment date 1 January 2017 Qualifications D.Ed Curr. (RAU) M.Ed Curr. (RAU) B.Ed (UP) Nat. Teachers Dip. (Wits Tech) Nat.Technical Dip. Mechanical (FET College) Occupation Headmaster and consultant Position in Company Consultant Term of office Not applicable Sheldon Nielson (39) Nationality South African Business address 111 9th Street, Fairland, Randburg, 2030 Appointment date 24 February 2014 Qualifications IHT Hospitality Management Position in Company Operations Manager Term of office Appointment in terms of standard employment contract 17

19 Cordelia Sachiti (30) Nationality Zimbabwean Business address 111 9th Street, Fairland, Randburg, 2030 Appointment date 19 July 2012 Qualifications B Comm Position in Company Account Manager Term of office Appointment in terms of standard employment contract Jaquelize Nielson (31) Nationality South African Business address 111 9th Street, Fairland, Randburg, 2030 Appointment date 21 July 2014 Qualifications B Sc Position in Company Financial Administration and Debtor Manager Term of office Appointment in terms of standard employment contract Heidi Hirner (48) Nationality South African Business address 111 9th Street, Fairland, Randburg, 2030 Appointment date 1 September 2015 Qualifications B Art Communication Position in Company Marketing Manager Term of office Appointment in terms of standard employment contract Raphael Rakarasika (46) Nationality South African Business address 111 9th Street, Fairland, Randburg, 2030 Appointment date 8 January 2008 Qualifications Financial Accounting Position in Company Senior Accounts Manager Term of office Appointment in terms of standard employment contract Abridged Curricula Vitae of the Group s Directors, as well as those of key management, are set out in Annexure 14 of this Prospectus Name and business address of the Company Secretary [Regulation 58(b)(iii)] Arbor Capital Corporate Services Proprietary Limited Ground Floor, One Health Building Woodmead North Office Park 54 Maxwell Drive Woodmead, 2191 (Suite # 439, Private Bag X29, Gallo Manor, 2052) Name and business addresses of the auditors, attorney and banker Auditors: [Regulation 58(2)(b)(i)] Moore Stephens FRRS Incorporated Chartered Accountants (SA) (Registration Number 2006/018138/21) Practice Number: Lakeview Crescent Kleinfontein Lake Office Park Benoni, 1501 (PO Box 663, Benoni, 1500) A copy of the letter from Moore Stephens consenting to be named as the Company s auditors in the Prospectus is available for inspection as set out in the introduction. 18

20 Attorney [Regulation 58(2)(b)(ii)] Paul Barnard Incorporated (Registration Number 2003/018464/21 Savanah Office Park, Palm Building Cnr 9th Avenue & Rugby Street Weltervredenpark Roodepoort, 1709 (PO Box 6154, Westgate, 1734) A copy of the letter from Paul Barnard Incorporated consenting to be named as the Company s attorney in the Prospectus is available for inspection as set out in the introduction Bankers ABSA (Registration Number 1986/004794/06) Lower Level Cresta Shopping Centre Cresta Randburg, 2194 (PO Box , Excom, 2023) A copy of the letter from ABSA Bank consenting to be named as the Company s banker in the Prospectus is available for inspection as set out in the introduction Qualification, borrowing powers, appointment, voting powers and remuneration of Directors of PL Group [Regulation 58(3)] Directors remuneration [Regulation 58(3)(b)] No emoluments were paid to Directors or any individuals holding a prescribed office in PL Group or any of the Group companies during the year ended 29 February Directors were previously remunerated by Macrodev as part of the retirement business. During 2016, PL Group changed its year end from February to December each year in order to align the year end with the school calendar. The remuneration and fees paid to the Executive Directors of PL Group for the year ended 31 December 2016 are set out below: Annual Bonus Fringe Benefits Allowances Retirement Received Benefits Risk Benefits Executive Salary Total Andrew McLachlan Riaan van Jaarsveld Total

21 The anticipated remuneration and fees payable to the Executive Directors of PL Group for the year ending 31 December 2017 are set out below: Annual Bonus Fringe Benefits 20 Allowances Retirement Received Benefits Risk Benefits Executive Salary Total Andrew McLachlan Riaan van Jaarsveld Total Formal contracts of employment were concluded ahead of the listing. Andrew McLachlan was previously not remunerated by the PL Group and was remunerated by Pembury Services, which does not form part of the PL Group. His formal employment commenced with effect from 1 November Riaan van Jaarsveld was appointed in anticipation of the listing with effect from 1 October 2016 at a salary/cost to company of R for two months. This has increased to R per month from 1 December His employment contract also provided for the allocation of shares in PL Group, subject to him remaining with the Company for one year after appointment. These shares have already been allocated to him by Andrew McLachlan and will remain in trust until 1 October There will be no other variation to the remuneration of Directors pursuant to the listing of PL Group. The above remuneration will be paid by PL Group or its Subsidiaries. No other benefits are to be received by Directors from the Company. Raphael Rakarasika resigned as a Director with effect from 7 October 2016 prior to the listing of PL Group but remains employed by PL Group. The fees for Non-executive Directors were approved by shareholders on 28 November 2016 as follows: Non-executive Director Fees (Per Annum) (R) Lou Brits Christo Hechter Barry Moyo Grant Waters Total The Non-executive Director fees are payable for serving on the board and committees, attending the required meetings and performing the minimum duties and responsibilities required of Non-executive Directors and committee members. Fees of Non-executive Directors must be approved by shareholders in general meeting as detailed in the extracts of the MOI as detailed in Annexure 15. When Non-executive Directors are required to outsource, at their own cost, committee functions and/or where material additional or unexpected time and effort is required of such Directors, additional payments will be negotiated up-front at market related rates and will be determined by a quorum of disinterested Directors. The Non-executive Directors are not eligible to participate in the Share Incentive Scheme.

22 Directors service contracts, terms of office and other provisions [Regulation 58(3)(a)] A Director may not vote remuneration to himself or herself. A disinterested quorum of Directors may determine another Director s remuneration. No payments were made by PL Group or any of its associates, or accrued as payable, or were proposed to be paid within the three years preceding the date of this Prospectus, either directly or indirectly, in cash or securities or otherwise to: the Directors in respect of management, advisory, consulting, technical, secretarial fees or restraint payments; a third party in lieu of Directors fees; and the Directors as an inducement to qualify them as Directors. The Company has formal employment agreements with all of the Executive Directors which provide for a three month notice period. The employment agreements are available for inspection as detailed in this Prospectus. One third of Non-executive Directors are subject to rotation each year as stipulated in the MOI. The appointment of the new executive and Non-executive Directors has been approved by shareholders on 28 November 2016 ahead of the listing. The appointment of all Directors is subject to shareholder approval but Executive Directors are not subject to rotation. The Directors may from time to time appoint one or more Executive Directors, subject to shareholder approval, for such term and at such remuneration as they may think fit, and may revoke such appointment subject to the terms of any agreement entered into in any particular case. A Director so appointed shall not be subject to retirement in the same manner as the other Directors, but his or her appointment shall terminate if he or she ceases for any reason to be a Director. The MOI does not provide for an age limit for the retirement of Directors but has provisions for the disqualification of Directors as detailed in Annexure 15 to this Prospectus. There are no other existing or proposed contracts with PL Group, written or verbal, relating to the Directors and managerial remuneration and other fees. The Company has introduced the Share Incentive Scheme for executives and employees of the Group. The salient features of the Share Incentive Scheme are set out in Annexure 18 to this Prospectus Borrowing powers of the Company and the Subsidiaries exercisable by the Directors [Regulation 58(3)(c)] The relevant provisions of the MOI of PL Group relating to the borrowing powers exercisable by the Directors are set out in Annexure 15 to this Prospectus. Neither PL Group nor its Subsidiaries, has exceeded its borrowing powers during the past three years. There are no exchange controls or other restrictions on the borrowing powers of PL Group and its Subsidiaries. 21

23 Appointment, qualification and remuneration of Directors The relevant provisions of the MOI of PL Group relating to qualification, appointment, remuneration, voting powers, rotation/retirement, and interests in transactions of the Directors are set out in Annexure 15 to this Prospectus. Remuneration in relation to Directors is set out in paragraph above Directors interest in transactions Andrew McLachlan, though Macrodev or PL Group, had originally secured the various Acquisition Properties. Thus, the Acquisition Agreements have subsequently been nominated to, or signed in the name of PLG Properties ahead of the listing without any premium on the original acquisition price being added by Macrodev. Deposits and payments made for the Acquisition Properties will be repaid to Macrodev or Pembury Services in due course. Details of the Acquisition Agreements are set out in paragraph of the Prospectus. A summary of properties acquired or to be acquired by PLG Properties in terms of the Acquisition Agreements is set out in paragraph of the Prospectus. Lou Brits and Christo Hechter have an interest in the acquisition of the Randfontein Property. Both directors will receive a commission of R each upon the successful transfer of the property into PLG Properties. Other than as detailed above, the Directors do not have any interests in contracts with PL Group as at the Last Practicable Date Directors Declarations Other than Christo Hechter as separately disclosed below, in terms of the declarations lodged by the Directors in accordance with Schedule 13 of the JSE Listings Requirements, none of the Directors of PL Group or its Subsidiaries: has been declared bankrupt or insolvent, or has entered into an individual voluntary compromise arrangement; is or was a Director with an executive function of any entity at the time of (or within 12 months preceding) any business rescue, or any entity to commence business rescue proceedings, application having been made for any entity to begin business rescue proceedings, notices having been delivered in terms of Section 129(7) of the Act, receiverships, compulsory liquidations, creditors voluntary liquidations, administrations, company voluntary arrangements or any compromise or arrangement with creditors generally or any class of creditors of any company; where such person is or was a director, with an executive function within such company at the time of, or within the 12 months preceding, any such event(s); is or has been a partner in a partnership at the time of, or within 12 months preceding, any compulsory liquidation, administration or partnership voluntary arrangements of any partnerships; is or has been a partner in a partnership at the time of, or within 12 months preceding, a receivership of any assets of such partnership; has been publicly criticised by any statutory or regulatory authorities, including recognised professional bodies or been disqualified by a court from acting as a director of a company or from acting in the management or conduct of the affairs of any company; has committed and offence involving dishonesty; has been removed from an office of trust on the grounds of misconduct and involving dishonesty; and 22