PSG Group Ltd (JSE:PSG) agreed to spin-off 25.1% stake in Stadio Holdings Limited (JSE:SDO) for approximately ZAR 780 million on March 1, 2022. As a part of Spin-off, 214 million, comprising approximately 25.1% of the total issued share capital of Stadio will be distributed to PSG shareholders, in the ratio of 1.02216 Stadio Shares for every PSG Share held. Record date of the transaction is September 9, 2022.

Following the PSG Group Unbundling, PSG Group will retain a significant shareholding in the STADIO Group's total issued share capital via PSG Alpha. 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 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.