PSG Group Ltd (JSE:PSG) agreed to spin-off 34.7% stake in Kaap Agri Limited (JSE:KAL) for ZAR 1.3 billion on March 1, 2022. As a part of Spin-off, 25.885426 million Kaap Agri Shares, comprising approximately 34.7% of the total issued share capital of Kaap Agri will be distributed to PSG shareholders, in the ratio of 0.12364 Kaap Agri Shares for every PSG Share held. Record date of the transaction is September 9, 2022.

Spin-off remains subject to conditions precedent customary for transactions of this nature, including PSG Group obtaining the necessary regulatory approvals including the approval of JSE and the Competition Authorities, court approval and shareholder approvals. As of August 2, 2022, the Competition Authorities approved the PSG Group Restructuring on terms acceptable to PSG Group and PSG Group received a binding ruling from the South African Revenue Service (SARS) regarding the PSG Group Unbundling on terms acceptable to PSG Group. Transaction has also been approved by the board and shareholders of PSG Group.

Transaction is expected to close on September 12, 2022. PSG Capital (Pty) Limited acted as financial advisor for a fee of ZAR 15 million, Goodwin Procter LLP and Cliffe Dekker Hofmeyr acted as legal advisors for a fee of ZAR 0.4 million and ZAR 2.9 million respectively, BDO Corporate Finance Proprietary Limited acted as independent expert for a fee of ZAR 0.8 million and Computershare Investor Services (Proprietary) Limited acted as transfer agent for a fee of ZAR 0.1 million to PSG Group.