Further Cautionary Announcement
 
 
PSG GROUP LIMITED
 
(Incorporated in the Republic of South Africa)
 
(Registration number: 1970/008484/06)
 
JSE Limited (“JSE”) share code: PSG
 
ISIN code: ZAE000013017
 
LEI code: 378900CD0BEE79F35A34
 
(“the Company” or “PSG Group”)
 
 
FURTHER CAUTIONARY ANNOUNCEMENT
 
 
Shareholders are referred to the Company’s cautionary announcement dated 23 April 2020,
 
advising that the Company is considering a corporate action/transaction, which, if
 
implemented, may have a material effect on the price of the Company’s securities.
 
 
Following requests from interested parties and to curtail speculation and uncertainty, the
 
Company confirms that the PSG Group board of directors is in the process of investigating,
 
and is seriously considering, the potential unbundling of some or all of its shareholding in
 
Capitec Bank Holdings Limited (“Capitec”), subject to certain conditions being fulfilled.
 
 
The rationale for the potential unbundling is that: certain new legislation may potentially deem
 
PSG Group (as a material shareholder in Capitec) to be a financial conglomerate, which will
 
substantially increase the administrative burden on PSG Group (in relation to regulatory
 
compliance), and that, given the substantial discount at which PSG Group shares trade to its
 
sum-of-the-parts value, the board believes such an unbundling may unlock value for PSG
 
Group shareholders.
 
 
Accordingly, shareholders are advised to continue exercising caution when dealing in the
 
Company’s securities until a detailed announcement is made in due course.
 
 
Stellenbosch
 
29 April 2020
 
 
Transaction advisor and sponsor
 
PSG Capital
 
 
Date: 29-04-2020 08:00:00
 
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