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
VOLUNTARY OFFER BY PSG GROUP LIMITED ("PSG") TO ALL CAPITEC BANK HOLDINGS
LIMITED ("CAPITEC") SHAREHOLDERS
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
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 (%)
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)
Diluted earnings per 538,8 484,9 (10,0)
Diluted headline 507,1 457,5 ( 9,8)
earnings per share
Net asset value per 1 585 1 727 9,0
Net tangible asset 1 151 1 344 16,7
value per share
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
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.
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.