PSG
 
PSG - PSG - voluntary offer by PSG Group Limited to all Capitec
 
Bank Holdings Limited shareholders
 
PSG Group Limited
 
Incorporated in the Republic of South Africa
 
Registration number 1970/008484/06
 
JSE share code: PSG & ISIN: ZAE000013017
 
("PSG")
 
VOLUNTARY OFFER BY PSG GROUP LIMITED ("PSG") TO ALL CAPITEC BANK HOLDINGS
 
LIMITED ("CAPITEC") SHAREHOLDERS
 
DETAILS OF THE OFFER
 
Shareholders are referred to the PSG announcement on SENS on Thursday, 26
 
April 2007 and in the press on Monday, 30 April 2007 in which
 
shareholders were advised that the directors of 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, by means of a share for
 
share issue in which PSG will issue 1,4545 PSG shares for each Capitec
 
offer share accepted ("the offer"). The offer is still subject to the
 
approval of the South African Reserve Bank.
 
EXTENSION OF THE CLOSING DATE OF THE OFFER
 
Capitec shareholders should take note of the fact that the offer closing
 
date has been extended, for the avoidance of doubt, to ensure that those
 
Capitec ordinary shareholders who accept the offer and are recorded on
 
the Capitec shareholders register on the Friday, 15 June 2007, being the
 
record date of the Capitec dividend, are entitled to receive the Capitec
 
final dividend of 60 cents per Capitec ordinary share. The closing date
 
of the offer has now been extended to 09h00 on Monday, 18 June 2007.
 
Important dates and times relating to the offer are as follows:
 
Last day for Capitec shareholders to trade Friday, 4 May 2007
 
in order to be eligible to participate in
 
the offer on
 
 
Shares trade ex the right to participate in Monday, 7 May 2007
 
the offer from the commencement of business
 
on
 
 
Record date on which Capitec shareholders Friday, 11 May 2007
 
must be recorded in the register of Capitec
 
shareholders in order to be eligible to
 
participate in the offer on
 
 
Offer document posted to Capitec Monday, 14 May 2007
 
shareholders and opening date of the offer
 
on
 
 
Closing date of the offer and deemed Monday, 18 June 2007
 
effective date of disposal of shares by
 
Capitec shareholders accepting the offer at
 
09h00 on
 
 
Results of offer published on SENS on Monday, 18 June 2007
 
 
PSG offer shares posted to certificated Tuesday, 19 June 2007
 
Capitec shareholders accepting the
 
offer(subject to receipt by PSG of
 
documents of title on or prior to the
 
closing date)on or about
 
 
PSG offer shares credited to the CSDP or Tuesday, 19 June 2007
 
broker, as the case may be, of those
 
Capitec shareholders who have
 
dematerialised their Capitec shares and who
 
have accepted the offer on
 
 
Results of offer published in the press on Tuesday, 19 June 2007
 
Notes:
 
1. Any further change to the above dates and times will be announced on
 
SENS and in the press.
 
2. Certificated Capitec shareholders are required to complete and
 
return the form of acceptance, surrender and transfer in accordance
 
with the instructions contained therein to be received by not later
 
than 09:00 on the closing date of the offer.
 
3. Capitec shares held by Capitec shareholders accepting the offer may
 
not be dematerialised or rematerialised between Monday, 7 May 2007
 
and Monday, 18 June 2007, both days inclusive.
 
4. Dematerialised Capitec shareholders accepting the offer must notify
 
their duly appointed CSDP or broker of their acceptance of the offer
 
in the manner and time stipulated in the agreement governing the
 
relationship between such Capitec shareholder and his CSDP or
 
broker.
 
An offer document containing details of the voluntary offer to Capitec
 
shareholders, including a form of acceptance, surrender and transfer,
 
will be posted to Capitec shareholders on Monday, 14 May 2007.
 
Stellenbosch
 
11 May 2007
 
Sponsor
 
PSG Capital (Pty) Ltd
 
Date: 11/05/2007 15:00:04 Produced by the JSE SENS Department.