Specific Repurchases Finalisation Announcement
 
 
PSG Group Limited
 
Incorporated in the Republic of South Africa
 
Registration number: 1970/008484/06
 
Share code: PSG
 
ISIN code: ZAE000013017
 
(“PSG”)
 
 
SPECIFIC REPURCHASES FINALISATION ANNOUNCEMENT
 
 
Shareholders of PSG (“Shareholders”) are referred to the circular to
 
Shareholders dated 15 October 2014 (“Circular”) setting out the
 
particulars of the proposed specific repurchases in terms of which PSG
 
will repurchase 9 902 349 ordinary shares (representing 4.5% of the
 
issued shares of PSG) from Thembeka Fin Holdings Proprietary Limited (a
 
wholly owned subsidiary of Thembeka Capital (RF) Limited (“Thembeka”))
 
at R97.56 per share (“Thembeka Specific Repurchase”) and 1 785 850
 
ordinary shares (representing 0.8% of the issued shares of PSG) from the
 
Stellenbosch BEE Education Trust (“SBET”) and Clusten 52 Proprietary
 
Limited (a wholly owned subsidiary of SBET) at R97.56 per share (“SBET
 
Specific Repurchase”) (collectively the “Specific Repurchases”).
 
 
Shareholders are further referred to the SENS announcement released on
 
13 November 2014, advising that all resolutions required for the
 
approval and the implementation of the Specific Repurchases had been
 
approved by Shareholders.
 
 
Shareholders are referred to the conditions precedent to the Specific
 
Repurchases, as detailed in the Circular, and are advised that all
 
conditions precedent have now been fulfilled and that the Specific
 
Repurchases have accordingly become unconditional.
 
 
The Thembeka Specific Repurchase will be implemented on or about Friday,
 
9 January 2015 and the SBET Specific Repurchase will be implemented on
 
or about Wednesday, 14 January 2015.
 
 
Shareholders are referred to the important dates and times section of
 
the Circular, which sets out the remaining important dates and times
 
relating to the Specific Repurchases.
 
 
SCHEME NOTICE TO THEMBEKA SHAREHOLDERS
 
 
Thembeka shareholders are referred to a detailed announcement issued to
 
Thembeka shareholders today, 28 November 2014, which sets out full
 
details relating to the scheme of arrangement proposed between Thembeka
 
and its shareholders (in terms of which PSG will acquire all the shares
 
in Thembeka, not already held by PSG and its subsidiaries) that are
 
applicable to Thembeka shareholders (“Thembeka Announcement”). The
 
Thembeka Announcement is available on Thembeka’s website at
 
www.thembekacapital.com from today, 28 November 2014.
 
 
Stellenbosch
 
28 November 2014
 
 
Sponsor and transaction adviser: PSG Capital Proprietary Limited
 
 
Date: 28/11/2014 02:15:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
 
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