The company’s black shareholders will effectively realise 165.85 rand per share, a 56.3 per cent premium to the Thembeka OTC share price of 106.12 rand per share, as at 30 June 2014, being the 30 day volume-weighted average price.
Shareholders will receive 1.7 PSG shares for every one Thembeka share held.
A total of 11.7 million PSG shares will be issued in accordance with a scheme of arrangement proposed by PSG, with the transaction amounting to approximately 1.14 billion rand.
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Thembeka’s chairman has attributed the company’s model less viable as a result of the change in empowerment laws.
The company’s shareholding structure with 51 per cent of the shares which is black owned could pose further restrictions on raising additional capital.
“Scheme participants will receive a more liquid and tradable instrument, being new JSE-listed shares in [DATA PSG:PSG Group Limited]. Thembeka currently restricts the trading of its shares to black individuals only. As such Thembeka has historically traded at a substantial discount to its underlying intrinsic value,” KK Combi, company’s executive chairman said.
Kombi says the proposed unlocking of value will result in Thembeka’s black shareholders realising the company’s underlying intrinsic value at a fair price.
“The recent FSB directive that prohibits OTC trading in its current form makes it difficult for Thembeka’s BEE shareholders to exit and/or realise value. With what we’re announcing today we seek to remedy these effective ‘lock-in’s’ for Thembeka’s shareholders,” he added.
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The process of unlocking of value will be implemented in a series of consecutive transaction steps, which will see Thembeka disposing of its investments subject to BEE lock-in periods to a new black-owned and controlled company at a determined value.