PSG - PSG Group Limited - General repurchase of shares
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")
Shareholders are advised that PSG Group has cumulatively repurchased 6 363 488
of its own shares (comprising 3.2% of its issued share capital), out of the
Company's available cash recourses. The shares were repurchased for an aggregate
price of R140 402 123 in the following tranches:
500 000 on 14 January 2010 at 2 240 cents per share;
153 532 on 22 January 2010 at 2 247 cents per share;
85 890 on 25 January 2010 at 2 250 cents per share;
260 578 on 26 January 2010 at 2 235 cents per share;
1 595 914 on 4 February 2010 at 2 200 cents per share;
3 767 574 on 23 February 2010 at 2 200 cents per share.
The repurchases were made in terms of the general authority granted by the
shareholders at the annual general meeting of the Company held on 19 June 2009
and were affected through the order book operated by the JSE trading system
without any prior understanding or arrangement between the Company and the
counter parties.
The shares repurchased in terms of numbers 1 to 5 above were de-listed and
cancelled with effect from Monday, 22 February 2010.
The shares repurchased in terms of number 6 above will be de-listed and
cancelled upon registration of the shares in the name of PSG Group.
PSG Group is entitled to repurchase a further 32 152 389 shares (16.7% of the
shares in issue as at the date of the authority), in terms of the current
general authority, which is valid until PSG Group's next annual general meeting.
The board of PSG Group has considered the effect of the repurchases and is of
the opinion that, for a period of 12 months following the date of this
The Company and the Group will be able to repay their debts, in the ordinary
course of business;
The consolidated assets of the Company and the Group will be in excess of the
consolidated liabilities of the Company and the Group;
The Company's and the Group's ordinary capital and reserves will be adequate for
the purposes of the business of the Company and the Group; and
The Company and the Group will have sufficient working capital for ordinary
business purposes.
The unaudited pro forma financial effects, as set out below, have been prepared
to assist PSG Group shareholders in assessing the impact of the repurchases on
earnings per share, headline earnings per share, net asset value per share and
net tangible asset value per share of PSG Group as at and for the six months
ended 31 August 2009.
These unaudited pro forma financial effects have been prepared for illustrative
purposes only and because of their nature, may not fairly present PSG Group's
financial position after the repurchases. The directors of PSG Group are
responsible for the preparation of the financial effects and they have not been
reviewed by PSG Group's auditors.
Before the After the % change
repurchases repurchases
(cents) (cents)
Earnings per share 112.6 114.2 1.4%
Headline earnings per share 135.9 138.4 1.8%
Diluted earnings per share 112.3 113.9 1.4%
Diluted headline earnings per 135.6 138.0 1.8%
Net asset value per share 1 703 1 683 (1.2%)
Tangible net asset value per 1 254 1 218 (2.9%)
The figures set out in the "Before the repurchases" column have been extracted
from the unaudited interim results for the six months ended 31 August 2009.
The repurchases are assumed to have been implemented on 1 March 2009 for
earnings and headline earnings per share purposes and on 31 August 2009 for net
asset and tangible net asset value per share purposes.
It is assumed that the repurchases were funded out of the available cash
recourses of the Company, which were earning interest at an after tax interest
rate of 6.4% per annum.
25 February 2010
PSG Capital (Pty) Limited
Date: 25/02/2010 09:00:20 Produced by the JSE SENS Department.
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