General Repurchase of PSG Group Ordinary Shares and Updated Sum-Of-The-Parts (“SOTP”) Value Per Share
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
(“PSG Group” or “the Company”)
PSG Financial Services Limited
(Incorporated in the Republic of South Africa)
Registration number: 1919/000478/06
JSE share code: PGFP
ISIN code: ZAE000096079
LEI code: 378900E99AFDC02B0F23
(“PSG Financial Services”)
At the annual general meeting of the Company held on 17 July 2020
("AGM"), shareholders, by special resolution, granted a general
authority to the board of directors of the Company (“Board”) to
repurchase up to 20% of the issued ordinary share capital of the
Company, on the terms and subject to the conditions specified in the
notice of the AGM.
Shareholders are hereby advised that, during the periods indicated
in the table below, the Company repurchased an aggregate of 7 003 688
ordinary shares, representing 3.02% of the issued ordinary share
capital of the Company as at the date on which the authority to
repurchase the ordinary shares was granted (“Repurchases”). The
aforementioned ordinary shares were repurchased for an aggregate
value of R367 555 011, funded out of the Company´s available cash
resources, which have been bolstered through the further disposal by
the group of Capitec Bank Holdings Limited (“Capitec”) ordinary
shares so as to reduce the group’s remaining interest in Capitec to
The table below contains details of the Repurchases:
Dates of Aggregate Highest Lowest Aggregate
Repurchases number of price per price per value
ordinary ordinary ordinary
shares share share
repurchased repurchased repurchased
27 to 28 7 003 688 R59.35 R43.97 R367 555 011
August 2020 and
26 October 2020
to 18 January
The Repurchases were made in terms of the general authority granted
by shareholders at the AGM and were effected through the order book
operated by the JSE trading system without any prior understanding
or arrangement between the Company and the counterparties. The
requirements for the general repurchase of ordinary shares in terms
of paragraph 5.72(a) of the JSE Listings Requirements, have been
complied with.
A portion of the ordinary shares repurchased has already been, and
the remainder will in due course be, delisted and cancelled as the
JSE may permit.
Following the cancellation of these shares, there will be 13 953 770
ordinary treasury shares in issue, with 13 908 770 ordinary shares
being held by PSG Financial Services, a wholly-owned subsidiary of
the Company, and the remaining 45 000 ordinary shares being held by
the PSG Group Limited Supplementary Share Incentive Trust.
The Company may repurchase a further 39 428 962 ordinary shares
(16.98% of the ordinary share capital in issue as at the date on
which the authority was granted), in terms of the current general
authority, which is valid until the Company’s next annual general
The impact of the Repurchases on the financial position of the
Company is immaterial, as the Repurchases were funded out of the
Company’s available cash resources.
The Board has considered the effect of the Repurchases and is of the
opinion that, for a period of 12 months following the date of this
• the Company and the group will be able, in the ordinary course
of business, to repay their debts;
• the fair value of the consolidated assets of the Company and the
group will be in excess of the fair value of the consolidated
liabilities of the Company and the group;
• the Company’s and the group’s share capital and reserves will be
adequate for the purposes of the business of the Company and the
group; and
• the Company and the group will have sufficient working capital
for ordinary business purposes.
As previously communicated, in order to provide investors with an
up to date indicative SOTP value per share, PSG Group’s website
( contains an online tool whereby PSG Group’s
SOTP value per share is calculated using approximately 15-minute
delayed exchange-listed share prices for its listed investments,
while all other information (including the valuation of PSG Group’s
unlisted investments) is updated when material changes occur. While
the SOTP value calculation is indicative of the fair value of PSG
Group’s underlying portfolio, it does not take into account factors
such as, among others, size of shareholdings, head office operating
profit/loss and other potential factors.
Shareholders are advised that the SOTP calculation contained on PSG
Group’s website has been updated to reflect the latest information.
The SOTP information provided on PSG Group’s website is for general
information purposes only and does not constitute an offer to sell
any securities or constitute investment advice relating to
securities or a representation that the security is a suitable or
appropriate investment for any person or warrants any share price
value in any form. Investors are advised to give independent
consideration to and conduct independent investigation with regards
to this information and the value of PSG Group shares, and to obtain
investment advice from their independent financial advisors.
19 January 2021
PSG Capital
Independent joint sponsor
UBS South Africa
Date: 19-01-2021 08:00:00
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