PSG
 
PSG - PSG Group - Final Terms Of The Paladin Rights Offer
 
PSG Group Limited
 
Incorporated in the Republic of South Africa
 
(Registration number 1970/008484/06)
 
Share code: PSG
 
ISIN code: ZAE000013017
 
("PSG Group" or "the Company")
 
FINAL TERMS OF THE PALADIN RIGHTS OFFER
 
1. Introduction
 
PSG Group shareholders are referred to the SENS and press announcement of
 
Wednesday, 26 August 2009 ("the PSG Group announcement"), in terms of which
 
it was announced that a subsidiary of PSG Group, Paladin Capital Limited
 
("Paladin"), had resolved to proceed with a renounceable rights offer of
 
approximately R150 000 000 as soon as possible after its listing on the
 
Alternative Exchange ("Altx") of the JSE Limited ("JSE") ("the Paladin
 
Rights Offer").
 
In terms of the aforegoing, PSG Group will renounce approximately 64% of
 
its rights arising from the Paladin Rights Offer in favour of its
 
shareholders on a pro rata basis ("PSG renunciation"). Such PSG Group
 
shareholders will then be able to participate in the Paladin Rights Offer
 
as if they are Paladin shareholders.
 
2. Final terms of the Paladin Rights Offer
 
2.1 The Board of PSG Group ("the Board") is pleased to announce that the
 
terms and conditions relating to the Paladin Rights Offer, insofar as
 
PSG Group shareholders will be participating therein, as well as the
 
timetable relating thereto, as previously included in the
 
announcement, remain unchanged.
 
2.2 Such salient terms for PSG Group shareholders include:
 
Total amount sought R150 000 000 in aggregate,
 
to be raised in R90 139 884 will be raised from
 
terms of the PSG shareholders in terms of the
 
Paladin Rights PSG renunciation
 
Offer
 
 
Total number of 77 042 636 ordinary shares with a
 
Rights Offer shares par value of R0.0001 each in the
 
to be issued issued ordinary share capital of
 
pursuant the PSG Paladin
 
renunciation
 
 
Ratio of One rights offer share for every
 
entitlement for a 2.38095 PSG Group ordinary shares
 
PSG Group held by a qualifying PSG Group
 
shareholder shareholder on the record date,
 
Friday 18 September 2009
 
 
Paladin Rights 117 cents per rights offer share
 
Offer issue price
 
2.3 The issue price of 117 cents per rights offer share represents a
 
discount of 25% to the intrinsic value per Paladin share of 156 cents
 
per share as calculated on 20 August 2009.
 
2.4 The Paladin Rights Offer will not be underwritten.
 
2.5 Qualifying shareholders will not be entitled to apply for any excess
 
applications for rights offer shares.
 
2.6 Paladin has received irrevocable undertakings from certain PSG Group
 
and Paladin directors stipulating the manner in which they will deal
 
with their rights in terms of the Paladin Rights Offer.
 
2.7 All regulatory approvals, which include formal approval from the JSE,
 
the registration of the Paladin Rights Offer circular and form of
 
instruction with the Registrar of Companies and the necessary exchange
 
control approval from the South African Reserve Bank, have been
 
obtained.
 
2.8 The nil paid letters of allocation will trade under the share code
 
"PLDN" and ISIN number "ZAE000139119".
 
3. Pro Forma financial information
 
PSG Group shareholders are referred to Paladin's SENS announcement released
 
simultaneously with this announcement regarding the unaudited pro forma
 
financial effects of the Paladin Rights Offer.
 
4. Posting of the Paladin Rights Offer circular
 
A cover letter, containing full details of the Paladin Rights Offer, will
 
be sent to qualifying PSG Group shareholders along with the Paladin Rights
 
Offer circular and form of instruction, in respect of certificated PSG
 
Group shareholders, on or about Monday, 21 September 2009.
 
Stellenbosch
 
4 September 2009
 
Sponsor
 
PSG Capital (Pty) Limited
 
Date: 04/09/2009 10:01:03 Produced by the JSE SENS Department.
 
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