CPI PSGPSG/CPI - PSG Group Limited/Capitec Bank Holdings Limited - Results of themandatory offer by PSG to all Capitec ShareholdersPSG Group Limited(Incorporated in the Republic of South Africa)Registration Number: 1970/008484/06Share Code: PSGISIN Code: ZAE000013017("PSG")Capitec Bank Holdings Limited(Incorporated in the Republic of South Africa)Registration Number: 1999/025903/06Share Code: CPIISIN Code: ZAE000035861("Capitec")RESULTS OF THE MANDATORY OFFER BY PSG TO ALL CAPITEC SHAREHOLDERSShareholders are referred to the PSG mandatory offer to all Capitecshareholders to acquire all Capitec ordinary shares not held by PSG foran offer consideration of 1.5767 PSG shares for every 1 Capitec sharedisposed of in terms of the mandatory offer, the details of which wereannounced on SENS on 7 December 2009 and contained in the offerdocument posted to all Capitec shareholders on 21 December 2009. Theaforementioned mandatory offer closed at 12:00 today, 15 January 2010.Shareholders are further reminded that the mandatory offer was made forregulatory reasons only and that same was neither fair nor reasonableto Capitec shareholders.Shareholders are hereby advised that in terms of the mandatory offer, PSGreceived acceptances from Capitec shareholders holding 4,798 Capitecordinary shares and therefore PSG will issue 7,565 PSG ordinary sharesto those Capitec shareholders that accepted the offer.Prior to the mandatory offer, PSG and its directors, who are deemed to beacting in concert, held 35.61% of the shareholding in Capitec, of whichPSG directly held 28,856,561 Capitec ordinary shares or 34.77%. As aresult of the mandatory offer, PSG have increased their directshareholding in Capitec to 28,861,359 Capitec ordinary shares or34.78%, as a result of which PSG and its deemed concert parties haveincreased their shareholding in Capitec to 35.62% of the shareholdingin Capitec.Dematerialised Capitec shareholders that accepted the mandatory offer willhave their accounts with their Central Security Depository Participantor their broker credited on Monday, 18 January 2010.No certificated Capitec shareholders accepted the mandatory offer.By order of the Capitec Board By order of the PSG BoardStellenbosch Stellenbosch15 January 2010 15 January 2010SponsorPSG Capital (Pty) LimitedDate: 15/01/2010 17:28:11 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. 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.