PSG
 
PSG - PSG Group - Voluntary Offer By PSG To All Capitec Shareholders
 
PSG Group Limited
 
Incorporated in the Republic of South Africa
 
Registration number 1970/008484/06
 
JSE share code: PSG & ISIN: ZAE000013017
 
("PSG Group")
 
VOLUNTARY OFFER BY PSG GROUP LIMITED ("PSG") TO ALL CAPITEC BANK HOLDINGS
 
LIMITED ("CAPITEC") SHAREHOLDERS
 
1. INTRODUCTION
 
1.1 Shareholders are advised that the directors of PSG have decided that PSG
 
will make a voluntary offer to all Capitec shareholders to acquire up to a
 
maximum of 34,9% of the ordinary issued share capital in Capitec, subject
 
to the suspensive condition as set out in paragraph 6 below ("the offer").
 
1.2. The offer, constitutes a category 3 transaction in terms of the Listings
 
Requirements of the JSE Limited ("JSE"). This announcement is for
 
information purposes only and no action is required by PSG shareholders
 
with regards to the offer.
 
2. BUSINESS OF CAPITEC
 
Capitec is registered in terms of the Banks Act as a bank controlling
 
company, is the holding company of Capitec Bank Limited and is listed on
 
the JSE in the "Banks" sector. The Capitec group focuses on providing
 
retail banking services to all individuals and is regulated in terms of the
 
Banks Act by the South African Reserve Bank.
 
3. RATIONALE FOR THE OFFER
 
During February 2007, Capitec issued an additional 10 million shares to a
 
consortium of black individuals, companies and trusts. This issue has
 
resulted in a dilution of PSG's shareholding in Capitec. As a result, PSG
 
wishes to increase its shareholding in the issued ordinary share capital of
 
Capitec, up to a maximum of 34,9%, by extending a voluntary offer to all
 
Capitec shareholders for the acquisition of their Capitec shares. The
 
increase of PSG's shareholding in Capitec will allow PSG to continue to
 
equity account for its investment in Capitec, which is in line with PSG's
 
focus of securing annuity income producing investments.
 
4. PARTICULARS OF THE OFFER
 
4.1 Subject matter of the offer
 
The offer will take place by means of a share for share issue, in terms of
 
the Listings Requirements of the JSE, of PSG shares for Capitec shares to
 
those Capitec shareholders that accept the offer, subject to the suspensive
 
condition set out in 6 below ("share for share issue").
 
The directors of PSG have resolved that in the event of over-acceptance of
 
the offer by Capitec shareholders, the acceptances will be reduced on a
 
proportional basis ensuring an equitable treatment of all shareholders.
 
4.2 The Vendors
 
The offer will be made to all Capitec shareholders recorded in the register
 
on 11 May 2007. Those Capitec shareholders that accept the offer will be
 
the vendors in terms of this offer.
 
4.3. Offer consideration
 
 
In arriving at the appropriate consideration, the independent directors of
 
PSG determined that Capitec shareholders who accept the offer should be
 
afforded 1,4545 PSG shares for every 1 Capitec share held at the closing
 
date of the offer. The consideration shall be discharged by PSG upon
 
successful implementation of the offer and the necessary approval from the
 
South African Reserve Bank. In terms of the offer, PSG has placed a value
 
of R40,79 per Capitec share representing a premium of approximately 14% on
 
the Capitec 30 day volume weighted average price of R35,78 at 23 April
 
2007. The value of PSG is R28.04 per PSG ordinary share at 23 April 2007.
 
Assuming that a maximum shareholding of 34,9% of the issued share capital
 
of Capitec is obtained PSG will issue an additional 19,75 million PSG
 
shares, by way of the share for share issue.
 
In the event that the PSG group holds more than 25% of the ordinary issued
 
share capital of Capitec after the offer, PSG has been advised that no
 
capital gains tax will become payable by the offerees, but each Capitec
 
shareholder who has accepted the offer should contact his/her tax or legal
 
advisor in this regard to ascertain their specific position.
 
5. SALIENT DATES RELATING TO THE OFFER
 
Last day for Capitec shareholders to trade in Friday, 4 May 2007
 
order to be eligible to participate in the
 
offer
 
 
Shares trade ex the right to participate in the Monday, 7 May 2007
 
offer from the commencement of business
 
 
Record date on which Capitec shareholders must Friday, 11 May 2007
 
be recorded in the register of Capitec
 
shareholders in order to be eligible to
 
participate in the offer
 
 
 
Offer document posted to Capitec shareholders Monday, 14 May 2007
 
and opening date of the offer on
 
 
Closing date of the offer and deemed effective Monday, 11 June 2007
 
date of disposal of shares by Capitec
 
shareholders accepting the offer at 09h00 on
 
 
Offer shares posted to certificated offer Within seven business days
 
participants (subject to receipt by PSG of of the closing date
 
documents of title and a duly completed valid
 
form of acceptance, surrender and transfer on
 
or prior to the closing date)
 
 
Offer shares credited to the CSDP or broker, as Within seven business days
 
the case may be, of offer participants who have of the closing date
 
dematerialised their Capitec shares and who
 
have accepted the offer(subject to receipt by
 
PSG of a duly completed valid form of
 
acceptance, surrender and transfer on or prior
 
to the closing date)
 
For the avoidance of doubt the Capitec shares will be acquired from Capitec
 
shareholders ex dividend. In addition all PSG shares issued in terms of the
 
offer will be issued ex dividend.
 
 
Any change to the above dates and times will be advised by notification on
 
SENS and in the press.
 
6. SUSPENSIVE CONDITION
 
The successful implementation of the offer is subject to approval of the
 
South African Reserve Bank.
 
7. FINANCIAL EFFECTS
 
The pro forma financial effects of the offer are presented for illustrative
 
purposes only and because of their nature may not give a fair reflection of
 
PSG's financial position nor of the effect on future earnings after the
 
offer. Set out below are the unaudited pro forma financial effects of the
 
offer, based on the reviewed consolidated financial results of PSG for the
 
year ended 28 February 2007. The directors of PSG are responsible for the
 
preparation of the unaudited pro forma financial effects.
 
Reviewed Pro forma Change
 
before the after the (%)
 
offer offer
 
(cents)(1) (cents)
 
 
Base headline 192,0 184,2 ( 4,1)
 
earnings per share
 
Earnings per share 551,7 494,9 (10,3)
 
Headline earnings 519,3 466,9 (10,1)
 
per share
 
Diluted earnings per 538,8 484,9 (10,0)
 
share
 
Diluted headline 507,1 457,5 ( 9,8)
 
earnings per share
 
Net asset value per 1 585 1 727 9,0
 
share
 
Net tangible asset 1 151 1 344 16,7
 
value per share
 
Notes:
 
1. Extracted from the reviewed consolidated financial results of PSG for
 
the year ended 28 February 2007.
 
2. The earnings, headline earnings, diluted earnings and headline
 
earnings per share and base headline earnings per share figures in the
 
"Pro forma after offer" column have been calculated on the basis that
 
the offer was effected on 1 March 2006.
 
3. The net asset value and net tangible asset value per share figures in
 
the "Pro forma after offer" column have been calculated on the basis
 
that the offer was effected on 28 February 2007.
 
4. For the purposes of the pro forma financial effects it has been
 
assumed that PSG has obtained a maximum shareholding of 34,9% of the
 
issued ordinary share capital of Capitec, from those Capitec
 
shareholders who have accepted the offer, resulting in an issue of
 
19,75 million PSG shares to discharge the offer consideration to
 
Capitec shareholders.
 
5. It has been assumed that PSG shares will be issued at R28,04 being the
 
market share price at 23 April 2007.
 
A short offer document containing details of the offer to Capitec
 
shareholders, as well as forms of acceptance, surrender and transfer will
 
be posted to Capitec shareholders in due course.
 
Cape Town
 
26 April 2007
 
PSG Capital (Pty) Limited
 
Sponsor to PSG Group Limited
 
Date: 26/04/2007 14:41:01 Produced by the JSE SENS Department.