Wrap Text
Notice of General Meeting, Circular to Shareholders and Odd-Lot Offer
PBT Holdings Limited
(formerly PBT Group Limited)
(Incorporated in the Republic of South Africa)
(Registration number: 1936/008278/06)
Share Code: PBT ISIN: ZAE000256319
Main Board – General Segment
(“PBT” or “the Company”)
NOTICE OF GENERAL MEETING, CIRCULAR TO SHAREHOLDERS AND ODD-LOT OFFER
1. INTRODUCTION
Shareholders of the Company (“Shareholders”) are referred to the announcement dated 8 September 2026 in which the
Company advised that it had entered into a series of integrated transactions to facilitate the introduction of a long-term B-
BBEE investor via PBT's wholly-owned subsidiary, PBT Innovation Proprietary Limited ("PBT Innovation"). Collectively,
these transactions are intended to optimise the Group structure, secure long-term majority Black ownership and align
management’s interests with those of Shareholders.
In addition to the above, PBT proposes to implement the Odd-Lot Offer, under which each Shareholder recorded in the
Register on the Odd-Lot Record Date as holding fewer than 100 PBT Shares may elect to retain or sell all their Odd-Lot
Shares at the Odd-Lot Offer Price of R7.50 (750.00 cents) per Odd-Lot Share, subject to the deemed election described in
paragraph 2.2.3 below if that Odd-Lot Holder does not make a valid election before the Odd-Lot Offer closes.
Unless otherwise defined, all capitalised terms in this announcement have the same meanings as defined in the Circular (as
mentioned in paragraph 3 below).
2. ODD-LOT OFFER
2.1. Rationale
As at the Last Practicable Date, being Thursday, 15 October 2026, 1,913 PBT Shareholders each held fewer than 100 PBT
ordinary shares (“Shares”), comprising 37,138 Shares in aggregate and representing approximately 0.04% of PBT's issued
share capital. As at the date of this declaration announcement, PBT's issued share capital comprises 98,871,479 Shares
(including 38,929 Treasury Shares).
The board of directors of PBT (“Board”) considers the recurring costs and administrative burden associated with maintaining
these small holdings to be disproportionate to their aggregate number and value.
Consequently, PBT proposes to implement the Odd-Lot Offer which will:
• give each Odd-Lot Holder an opportunity to dispose of all their Odd-Lot Shares without incurring the brokerage or
transaction costs ordinarily associated with a disposal through the JSE; and
• enable PBT to reduce the number of small holdings and the associated administrative costs, to the extent that Odd-Lot
Shares are repurchased.
Each Odd-Lot Holder may elect to retain or sell all their Odd-Lot Shares at the Odd-Lot Offer Price. An Odd-Lot Holder who
does not make a valid election before the Odd-Lot Offer closes will be deemed to have elected to sell all their Odd-Lot Shares
to PBT at the Odd-Lot Offer Price.
2.2. Terms of the Odd-Lot Offer
2.2.1. Eligible Odd-Lot Holders
The Odd-Lot Offer will be made to each Shareholder recorded in the Register as holding fewer than 100 Shares on the Odd-
Lot Record Date and will apply to all, but not part only, of that Odd-Lot Holder's Odd-Lot Shares.
A Shareholder recorded in the Register as holding 100 or more Shares on the Odd-Lot Record Date will not be entitled to
participate in the Odd-Lot Offer.
Whether a Shareholder is an Odd-Lot Holder will be determined separately in respect of each account in which Shares are
recorded or, in the case of Bulk Dematerialised Shares, in respect of each beneficial owner of those Shares, and separate
holdings recorded in different names or accounts will not be aggregated for this purpose.
A Shareholder who reduces their holding to fewer than 100 Shares after the last day to trade in order to participate in the
Odd-Lot Offer, as set out in the "Salient dates and times of the Odd-Lot Offer" below, will not be treated as an Odd-Lot
Holder.
2.2.2. Odd-Lot Offer Price
The Odd-Lot Offer Price will be R7.50 (750.00 cents) per Odd-Lot Share.
PBT will release a finalisation announcement in respect of the Odd-Lot Offer on SENS by no later than 11:00 on the Odd-
Lot Finalisation Date confirming that the conditions in paragraph 2.2.4 below have been fulfilled.
The Odd-Lot Consideration payable to each Odd-Lot Holder whose Odd-Lot Shares are repurchased will equal the Odd-Lot
Offer Price multiplied by the number of that Odd-Lot Holder's Odd-Lot Shares on the Odd-Lot Record Date.
The gross Odd-Lot Consideration payable to a selling Odd-Lot Holder will equal the Odd-Lot Offer Price multiplied by the
number of that holder's Odd-Lot Shares on the Odd-Lot Record Date, and the net amount paid will equal that gross amount
less any dividends tax or other amount required by Law to be withheld. PBT will bear all brokerage, transaction levies and
STT arising from the repurchase, and no such transaction costs will be charged to an Odd-Lot Holder.
2.2.3. Elections available to Odd-Lot Holders
Each Odd-Lot Holder may elect to:
• retain all their Odd-Lot Shares; or
• sell all their Odd-Lot Shares to PBT at the Odd-Lot Offer Price.
An Odd-Lot Holder may not elect to retain or sell only part of their Odd-Lot Shares.
In accordance with clause 39.2 of PBT’s memorandum of incorporation (“MOI”) and subject to Shareholders adopting the
ordinary resolution required under paragraph 7.44 of the Listings Requirements, an Odd-Lot Holder who does not make a
valid election before 12:00 on the Odd-Lot Closing Date will be deemed to have elected to sell all their Odd-Lot Shares to
PBT at the Odd-Lot Offer Price, and PBT will repurchase those Odd-Lot Shares without any further action on the part of, or
notice to, that Odd-Lot Holder.
An Odd-Lot Holder who wishes to retain their Odd-Lot Shares must therefore make a valid election to do so before 12:00 on
the Odd-Lot Closing Date.
An election will be irrevocable once received by the Transfer Secretaries or the relevant CSDP or Broker, unless PBT agrees
otherwise in writing.
2.2.4. Conditions to the Odd-Lot Offer
Implementation of the Odd-Lot Offer is subject to the fulfilment of the following conditions:
• PBT Shareholders adopting (i) the special resolution required under section 48(8) of the Companies Act; (ii) the ordinary
resolution required under paragraphs 7.44 and 7.45, read with paragraph 7.77, of the Listings Requirements and clause
39.2 of the MOI, approving the Odd-Lot Offer and the deemed election referred to in paragraph 2.2.3 above and granting
PBT a specific authority to repurchase the Odd-Lot Shares; and
• the Board having, after the adoption of the Resolutions referred to above and before the Odd-Lot Finalisation Date,
applied the Solvency and Liquidity Test, reasonably concluded that PBT will satisfy that test immediately after
completing the Odd-Lot Offer and acknowledged that conclusion by resolution as contemplated in section 46(1)(c) of
the Companies Act.
If the conditions above are not fulfilled, the Odd-Lot Offer will not open or be implemented, and Odd-Lot Holders will retain
their Odd-Lot Shares.
Documents of Title surrendered pursuant to the Circular before implementation of the Odd-Lot Offer will be held by the
Transfer Secretaries pending implementation of the Odd-Lot Offer. If the Odd-Lot Offer is withdrawn or will not be
implemented, the Transfer Secretaries will, within 5 Business Days after the date on which that is announced on SENS,
return those Documents of Title to the relevant Bulk Dematerialised Odd-Lot Holders by registered post, at their risk.
2.2.5. Additional provisions in respect of the Odd-Lot Offer
The Odd-Lot Offer is separate from, and is not conditional on, the Specific Repurchases, the Internal Reorganisation, the
BEE Partnership Subscription or the BEE Partnership Option. None of those transactions is conditional on implementation
of the Odd-Lot Offer.
The Resolutions relating to the Odd-Lot Offer are not inter-conditional with the other Resolutions in respect of the Specific
Repurchases, the Internal Reorganisation, the BEE Partnership Subscription or the BEE Partnership Option.
PBT will be entitled to refuse to implement the repurchase of PBT Shares pursuant to the Odd-Lot Offer in respect of any
Odd-Lot Holder whom PBT reasonably believes has only become an Odd-Lot Holder to take advantage of the Odd-Lot Offer,
and such Odd-Lot Holder will have no claim against PBT arising out of or in connection with such refusal.
The Directors, in their discretion, reserve the right to withdraw the Odd-Lot Offer in respect of any Shareholder at any time
prior to the publication of the finalisation announcement.
PBT will fund the aggregate Odd-Lot Consideration and the costs of the Odd-Lot Offer from its existing cash resources
and/or available debt facilities. Based on the Register as at the Last Practicable Date, if all 37,138 Odd-Lot Shares were
repurchased, the aggregate Odd-Lot Consideration would be approximately R278,535. Odd-Lot Shares repurchased by PBT
will be cancelled and will have the status of authorised but unissued Shares, and none will be held as Treasury Shares.
Following implementation of the Odd-Lot Offer, PBT will hold 38,929 Treasury Shares in total, being its existing Treasury
Shares.
PBT will account for the Odd-Lot Offer as a repurchase of its own equity instruments in accordance with IFRS.
Implementation of the Odd-Lot Offer will reduce the cash resources of PBT by the aggregate Odd-Lot Consideration and the
costs of implementing the Odd-Lot Offer, reduce the stated capital and/or reserves of PBT by the amount recognised in
accordance with IFRS and the Companies Act, and reduce the number of issued Shares by the number of Odd-Lot Shares
repurchased, without reducing the authorised share capital of PBT. The Odd-Lot Offer is not expected to have a material
effect on the earnings, headline earnings, net asset value or tangible net asset value per Share.
2.2.6. Tax and exchange control
The Board has specifically resolved that the full Odd-Lot Offer Price of R7.50 (750.00 cents) per Odd-Lot Share will constitute
a dividend for South African income tax purposes, paid out of income reserves, and no portion will be applied as a reduction
of PBT's contributed tax capital. Dividends tax at the rate of 20% will be withheld from that dividend, unless the relevant Odd-
Lot Holder has timeously delivered a valid declaration and written undertaking establishing that an exemption or reduced
rate applies, such that the net dividend payable to an Odd-Lot Holder who is not exempt from dividends tax will be R6.00
(600.00 cents) per Odd-Lot Share. PBT's income tax reference number is 9725148713.
The summary referred to above does not constitute tax advice. Odd-Lot Holders should consult their own professional
advisers regarding the tax consequences of electing, or being deemed to have elected, to sell their Odd-Lot Shares.
Payment of the Odd-Lot Consideration to an Odd-Lot Holder who is not resident in or whose registered address is outside
the Common Monetary Area is subject to the Exchange Control Regulations. FinSurv has granted its approval for the
implementation of the Odd-Lot Offer, as set out in the Circular.
A non-resident Odd-Lot Holder should consult their own professional advisers and Authorised Dealer regarding the exchange
control requirements applicable to the payment of their Odd-Lot Consideration.
2.2.7. Salient dates and times of the Odd-Lot Offer
Assuming that the Resolutions are approved: Date
Update announcement regarding the Specific Repurchases, Internal Reorganisation, BEE Monday, 30 November 2026
Partnership Subscription and grant of the BEE Partnership Option released on SENS on
Specific Repurchases implemented simultaneously on Tuesday, 1 December 2026
Internal Reorganisation implemented on Wednesday, 2 December 2026
Specific Repurchase Shares cancelled and listing of the Repurchase Shares terminated at the Wednesday, 2 December 2026
commencement of trade on
BEE Partnership Subscription implemented and BEE Partnership Option granted on Tuesday, 8 December 2026
Odd-Lot Offer:
Odd-Lot Offer opens at 09:00 on Monday, 30 November 2026
Finalisation announcement in respect of the Odd-Lot Offer, including confirmation that the Odd-Lot Monday, 7 December 2026
Offer has become unconditional, released on SENS by 11:00 on
Last day to trade in PBT Shares in order to be recorded in the Register on the Odd-Lot Record Monday, 14 December 2026
Date and thereby be eligible to participate in the Odd-Lot Offer on
PBT Shares commence trading ex the entitlement to participate in the Odd-Lot Offer on Tuesday, 15 December 2026
Odd-Lot Record Date, being the date on which a Shareholder must be recorded in the Register as Friday, 18 December 2026
an Odd-Lot Holder in order to participate in the Odd-Lot Offer, by close of trade on
Odd-Lot Offer closes at 12:00 and Forms of Election and Surrender must be received by the Friday, 18 December 2026
Transfer Secretaries by 12:00 on
Results of the Odd-Lot Offer, including the number of Odd-Lot Shares repurchased and the Monday, 21 December 2026
aggregate Odd-Lot Consideration, released on SENS on
Accounts of Dematerialised Odd-Lot Holders who elected, or were deemed to have elected, to sell Monday, 21 December 2026
their Odd-Lot Shares debited with those Shares and credited with the corresponding Odd-Lot
Consideration on
Odd-Lot Consideration paid by electronic funds transfer to Bulk Dematerialised Odd-Lot Holders Monday, 21 December 2026
who elected, or were deemed to have elected, to sell their Odd-Lot Shares, subject to timely
receipt of the required Forms of Election and Surrender, Documents of Title or acceptable
indemnities and payment information, from
Odd-Lot Shares repurchased under the Odd-Lot Offer cancelled and listing of those Odd-Lot Tuesday, 22 December 2026
Shares terminated at the commencement of trade on
Notes:
(1) All dates and times indicated above are South African Standard Time.
(2) As trades in PBT Shares are settled through the electronic settlement system used by Strate, settlement takes place 3 Business
Days after the date of a trade. Accordingly, a person who acquires PBT Shares after close of trade on Tuesday, 17 November 2026
will not be eligible to attend, participate in or vote at the General Meeting.
(3) A person who acquires PBT Shares after close of trade on Monday, 14 December 2026 will not be recorded in the Register on the
Odd-Lot Record Date in respect of those Shares and will therefore not be eligible to participate in the Odd-Lot Offer in respect of
them.
(4) No Dematerialisation or rematerialisation of PBT Shares may take place from the Business Day following the last day to trade to be
eligible to attend, participate in and vote at the General Meeting up to and including the Voting Record Date.
(5) No Dematerialisation or rematerialisation of PBT Shares may take place from the Business Day following the last day to trade to
participate in the Odd-Lot Offer up to and including the Odd-Lot Record Date.
(6) Dematerialised Shareholders without Own-Name Registration must provide their CSDP or Broker with their voting instructions or
elections under the Odd-Lot Offer, as applicable, by the cut-off dates and times stipulated by their CSDP or Broker in accordance
with their respective Custody Agreements.
(7) If the General Meeting is adjourned or postponed, the dates and times relating to the General Meeting may change, but Forms of
Proxy submitted for the initial General Meeting will remain valid in respect of the adjourned or postponed General Meeting.
(8) The above dates and times are subject to amendment by PBT, with the approval of the JSE where required. Any such amendment
will be released on SENS.
(9) The Odd-Lot Offer is separate from the Specific Repurchases, Internal Reorganisation, BEE Partnership Subscription and BEE
Partnership Option. The dates applicable to the Odd-Lot Offer may therefore change independently of the dates applicable to those
transactions, subject to the Listings Requirements and any approval required from the JSE.
3. DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
A circular providing shareholders with relevant information relating to the Specific Repurchases, Internal Reorganisation,
BEE Partnership Subscription, grant of the BEE Partnership Option and the Odd-Lot Offer together with a Notice of General
Meeting, an Electronic Participation Form, a Form of Proxy and a Form of Election and Surrender (the “Circular”) has been
distributed to Shareholders today.
Copies of the Circular may be obtained from the registered office of the Company and the offices of the JSE Sponsor during
normal business hours on Business Days from Thursday, 29 October 2026, at the addresses set out in the “Corporate
Information and Advisers” section of the Circular, up to and including the date of the General Meeting. A copy of the Circular
will also be available on the Company’s website https://pbtholdings.com/investor-relations/.
The salient dates and times of the General Meeting are as follows:
Date
Record date for PBT Shareholders to be recorded in the Register in order to receive the Circular and Friday, 23 October 2026
the Notice of General Meeting, on
Circular incorporating the Notice of General Meeting, Electronic Participation Form, Form of Proxy Thursday, 29 October 2026
and Form of Election and Surrender distributed to Shareholders on
Last day to trade in PBT Shares in order to be recorded in the Register on the Voting Record Date Tuesday, 17 November 2026
and thereby be eligible to attend, participate in and vote at the General Meeting on
Voting Record Date, being the date on which a Shareholder must be recorded in the Register in Friday, 20 November 2026
order to be eligible to attend, participate in and vote at the General Meeting, by close of trade on
For administrative purposes, last date and time to register to participate electronically in the General Wednesday, 25 November 2026
Meeting, by 12:00 on
For administrative purposes, Forms of Proxy in respect of the General Meeting to be received by the Wednesday, 25 November 2026
Transfer Secretaries by no later than 12:00 on
Forms of Proxy not received by the Transfer Secretaries by the administrative deadline above may Friday, 27 November 2026
be emailed to the Transfer Secretaries, who will provide them to the chairperson of the General
Meeting, at any time before the appointed proxy exercises any Shareholder rights at the General
Meeting on
General Meeting held entirely by electronic communication at 10:00 on Friday, 27 November 2026
Results of the General Meeting released on SENS on or about Friday, 27 November 2026
Notes:
1. All dates and times indicated above are South African Standard Time.
2. The above dates and times are subject to amendment by PBT, with the approval of the JSE where required. Any such
amendment will be released on SENS.
29 October 2026
Cape Town
Sponsor Legal Adviser to PBT
Questco Corporate Advisory Propriety Limited Solaris Law Proprietary Limited
Date: 29/10/2026 07:05:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Sharenet Sites 
