PSGPSG- PSG Group Limited - Specific Issue Of Ordinary Shares For Cash By PSG GroupPSG Group LimitedIncorporated in the Republic of South AfricaRegistration number 1970/008484/06JSE share code: PSG & ISIN: ZAE000013017("PSG Group" or "the company")SPECIFIC ISSUE OF ORDINARY SHARES FOR CASH BY PSG GROUP1. INTRODUCTION1.1. Shareholders are advised that PSG Group has elected to formally pursue asecondary listing on the Official List of the London Stock Exchange ("LSE"). Inthis regard, in order to facilitate the listing the company proposes to issuesuch number of ordinary shares in order to facilitate a capital raising in theUnited Kingdom at the time of such secondary listing and/or as soon as possiblethereafter given market conditions. To this effect PSG Group is required to askits shareholders to approve the specific issue of shares for cash and in theevent that PSG Group shareholders give their approval, it will be valid for aperiod of 12 months.2. DETAILS OF THE SPECIFIC ISSUE OF SHARES FOR CASH2.1 The directors have elected to issue and allot such number of ordinaryshares, up to a maximum of 18 million ordinary shares, as may be required toraise up to approximately R400 million in cash pursuant to the secondary listingon the Official List of the LSE as mentioned above, market conditionspermitting.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 fairand reasonable opinion issued by an independent professional expert. Anyplacement 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 theshares 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 shareswill be issued will be 10% of the 30 day volume weighted average trading priceof the shares on the JSE immediately prior to conduct and conclusion of the bookbuilding exercise.3. RESOLUTIONS TO BE TABLED AT THE GENERAL MEETING3.1 The specific issue of ordinary shares, subject to a maximum of 18 millionordinary shares, is subject to the approval of a majority of not less than 75%of the votes exercisable by shareholders (excluding related parties that areparticipating in the specific issue) present and voting, either in person or byproxy at a general meeting.3.2 A general meeting of PSG Group shareholders will be held at 09h30 onWednesday, 19 September 2007 at the PSG Group's registered office to considerand if deemed fit, approve, with or without modification, the resolutions as thenotice may contain.4. FINANCIAL EFFECTS OF THE SPECIFIC ISSUE OF SHARES FOR CASHThe unaudited pro forma financial effects of the specific issue set out beloware the responsibility of the directors of PSG Group. These unaudited pro formafinancial effects have been presented for illustrative purposes only and may notgive a fair reflection of PSG Group's financial position nor of the effect onfuture earnings post the implementation of the specific issue.Audited UnauditedActual Pro FormaBefore 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)ShareDiluted Earnings Per 538,8 500,1 (7,2)ShareDiluted Headline 507,1 471,6 (7,0)Earnings Per ShareNet Asset Value Per 1 585 1 675 5,7ShareTangible Net Asset 1 151 1 280 11,1Value Per ShareNotes:1. Extracted from the audited published financial results of PSG Group for theyear ended 28 February 2007.2. The earnings, headline earnings, diluted earnings and diluted headlineearnings 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 on1 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 onthe 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 dayvolume 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 financialinformation, raising R 400 million in cash.5. It was assumed that transaction costs of R25 million were paid on 28February 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 casheffect taking into account the dividends assumed to have been paid in respect ofthe 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 additionaldividends assumed to have been paid in respect of the shares issued.A circular, containing notice of the general meeting, was posted to PSG Groupshareholders on 28 August 2007.Stellenbosch29 August 2007Corporate adviser and joint sponsor in South AfricaPSG Capital (Pty) LimitedLead sponsor in South AfricaBDO Questco (Pty) LimitedDate: 29/08/2007 09:13:42 Produced by the JSE SENS Department.The SENS service is an information dissemination service administered by theJSE Limited ('JSE'). The JSE does not, whether expressly, tacitly orimplicitly, represent, warrant or in any way guarantee the truth, accuracy orcompleteness of the information published on SENS. 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