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”)
 
 
GENERAL REPURCHASE OF PSG GROUP ORDINARY SHARES AND UPDATED SUM-OF-
 
THE-PARTS (“SOTP”) VALUE PER SHARE
 
 
1. GENERAL REPURCHASE OF PSG GROUP ORDINARY SHARES
 
 
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
 
1.48%.
 
 
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
 
2021
 
 
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
 
meeting.
 
 
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
 
announcement:
 
 
• 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.
 
 
2. UPDATED SOTP VALUE PER SHARE
 
 
As previously communicated, in order to provide investors with an
 
up to date indicative SOTP value per share, PSG Group’s website
 
(www.psggroup.co.za) 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.
 
 
Stellenbosch
 
19 January 2021
 
 
Sponsor
 
PSG Capital
 
 
Independent joint sponsor
 
UBS South Africa
 
 
Date: 19-01-2021 08:00:00
 
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.