| Wed 29 Aug 2007, 8:03 | | PSG - PSG Group Limited - Specific issue of ordina |
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PSG
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 Tuesday, 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 08:03:13 Produced by the JSE SENS Department.
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