PSG
 
PSG- PSG Group Limited - Specific Issue Of Ordinary Shares For Cash By PSG Group
 
PSG Group Limited
 
Incorporated in the Republic of South Africa
 
Registration number 1970/008484/06
 
JSE share code: PSG & ISIN: ZAE000013017
 
("PSG Group" or "the company")
 
SPECIFIC ISSUE OF ORDINARY SHARES FOR CASH BY PSG GROUP
 
1. INTRODUCTION
 
1.1. Shareholders are advised that PSG Group has elected to formally pursue a
 
secondary listing on the Official List of the London Stock Exchange ("LSE"). In
 
this regard, in order to facilitate the listing the company proposes to issue
 
such number of ordinary shares in order to facilitate a capital raising in the
 
United Kingdom at the time of such secondary listing and/or as soon as possible
 
thereafter given market conditions. To this effect PSG Group is required to ask
 
its shareholders to approve the specific issue of shares for cash and in the
 
event that PSG Group shareholders give their approval, it will be valid for a
 
period of 12 months.
 
2. DETAILS OF THE SPECIFIC ISSUE OF SHARES FOR CASH
 
2.1 The directors have elected to issue and allot such number of ordinary
 
shares, up to a maximum of 18 million ordinary shares, as may be required to
 
raise up to approximately R400 million in cash pursuant to the secondary listing
 
on the Official List of the LSE as mentioned above, market conditions
 
permitting.
 
2.2 PSG Group has opted for a specific issue of shares for cash to allow non-
 
public shareholders and related parties to participate in the private placement.
 
The specific issue of shares to related parties is subject to a positive fair
 
and reasonable opinion issued by an independent professional expert. Any
 
placement of the shares will be for a minimum of R 100 000 per applicant,
 
subject to board approval.
 
2.3 The issue price and the extent of any premium or discount at which the
 
shares will be issued will be determined by means of a book building exercise.
 
If the shares are issued at a discount, the maximum discount at which the shares
 
will be issued will be 10% of the 30 day volume weighted average trading price
 
of the shares on the JSE immediately prior to conduct and conclusion of the book
 
building exercise.
 
3. RESOLUTIONS TO BE TABLED AT THE GENERAL MEETING
 
3.1 The specific issue of ordinary shares, subject to a maximum of 18 million
 
ordinary shares, is subject to the approval of a majority of not less than 75%
 
of the votes exercisable by shareholders (excluding related parties that are
 
participating in the specific issue) present and voting, either in person or by
 
proxy at a general meeting.
 
3.2 A general meeting of PSG Group shareholders will be held at 09h30 on
 
Wednesday, 19 September 2007 at the PSG Group's registered office to consider
 
and if deemed fit, approve, with or without modification, the resolutions as the
 
notice may contain.
 
4. FINANCIAL EFFECTS OF THE SPECIFIC ISSUE OF SHARES FOR CASH
 
The unaudited pro forma financial effects of the specific issue set out below
 
are the responsibility of the directors of PSG Group. These unaudited pro forma
 
financial effects have been presented for illustrative purposes only and may not
 
give a fair reflection of PSG Group's financial position nor of the effect on
 
future earnings post the implementation of the specific issue.
 
Audited Unaudited
 
Actual Pro Forma
 
Before The After The Increase/
 
Specific Specific (Decrease)
 
Issue Issue
 
(Cents)(1) (Cents) (%)
 
Earnings Per Share 551,7 510,9 (7,4)
 
Headline Earnings Per 519,3 481,8 (7,2)
 
Share
 
Diluted Earnings Per 538,8 500,1 (7,2)
 
Share
 
Diluted Headline 507,1 471,6 (7,0)
 
Earnings Per Share
 
Net Asset Value Per 1 585 1 675 5,7
 
Share
 
Tangible Net Asset 1 151 1 280 11,1
 
Value Per Share
 
Notes:
 
1. Extracted from the audited published financial results of PSG Group for the
 
year ended 28 February 2007.
 
2. The earnings, headline earnings, diluted earnings and diluted headline
 
earnings per share figures in the "Unaudited pro forma after the specific issue"
 
column have been calculated on the basis that the specific issue was effected on
 
1 March 2006.
 
3. The net asset value and tangible net asset value per share figures in the
 
"Unaudited pro forma after the specific issue" column have been calculated on
 
the basis that the specific issue was effected on 28 February 2007.
 
4. It was assumed that 14,306 million PSG Group shares were issued at a 30 day
 
volume weighted average trading price of R27,96 per share as at 7 August 2007,
 
being the last practicable date prior to finalisation of the pro forma financial
 
information, raising R 400 million in cash.
 
5. It was assumed that transaction costs of R25 million were paid on 28
 
February 2007 and set off against the share premium account.
 
6. Interest was calculated at a pre-tax rate of 8.5% per year on the net cash
 
effect taking into account the dividends assumed to have been paid in respect of
 
the shares issued and the transaction costs paid.
 
7. Taxation was calculated at a corporate tax rate of 29%.
 
8. Secondary taxation on companies was calculated at 12,5% on the additional
 
dividends assumed to have been paid in respect of the shares issued.
 
A circular, containing notice of the general meeting, was posted to PSG Group
 
shareholders on 28 August 2007.
 
Stellenbosch
 
29 August 2007
 
Corporate adviser and joint sponsor in South Africa
 
PSG Capital (Pty) Limited
 
Lead sponsor in South Africa
 
BDO Questco (Pty) Limited
 
Date: 29/08/2007 09:13:42 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.