PSG GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number 1970/008484/06)
("PSG Group")
Share Code: PSG
ISIN Code: ZAE 000013017
REPURCHASE OF ORDINARY SHARES IN PSG GROUP LIMITED
INTRODUCTION
PSG Group herewith announces the repurchase of 3 686 000 (approximately 3%
of the issued ordinary shares) of PSG Group's own shares on the open market
on the JSE Securities Exchange South Africa ("the JSE"), in accordance with
the general authority granted to the directors by PSG Group shareholders at
the annual general meeting held on 25 May 2001 ("the repurchase").
2. AUTHORISED REPURCHASE LIMITS
In terms of the special resolution:
the general authority is limited to a maximum of 20% of PSG Group's issued
share capital per financial year; and
any repurchase may not be made at a price more than 10% above the weighted
average of the market value of the securities for the five business days
immediately preceding the date of such repurchase.
A maximum of 25 380 000 ordinary shares could be repurchased in terms of the
general authority obtained from shareholders.
3. IMPLEMENTATION
Total number of shares 3 686 000
purchased
Total value of shares R24 947 216
purchased
Highest price paid per share 710 cents
Lowest price paid per share 600 cents
Average price paid per share 677 cents
including costs
The number of shares which may 21 694 000
still be repurchased by the
company in terms of the
general authority
Ordinary share capital in 126 900 000
issue on 1 March 2001
Ordinary share capital in 123 214 000
issue at date of this
announcement
The programme commenced on 4 May 2001 and continued on a day-to-day basis as
market conditions allowed except for the "closed period" before the
publication of the results for the half year ended 31 August 2001.
SOURCE OF FUNDS
Repurchases to date have been, and future repurchases will also be, funded
from available funds.
OPINION OF THE DIRECTORS
The directors of PSG Group have considered the impact of the share
repurchase and are of the opinion that:
PSG Group will be able, in the ordinary course of business, to pay its debts
for a period of 12 months from the date of this announcement.
The consolidated assets of PSG Group and its subsidiaries are in excess of
the consolidated liabilities, measured in accordance with the accounting
policies used in the unaudited interim financial statements for the period
ended 31 August 2001.
The ordinary share capital and consolidated reserves of PSG Group and its
subsidiaries will be adequate for a period of 12 months from the date of
this announcement.
The working capital of PSG Group and its subsidiaries will be adequate for a
period of 12 months from the date of this announcement.
FINANCIAL EFFECTS
The effect on earnings and net asset value per ordinary share before and
after the repurchase of 3% of the issued ordinary share capital, is as
follows:
Before After %
(cents) (cents) Change
Earnings per share 94,6 95,7 1,2
Headline earnings per 27,7 27,8 0,4
share
Net asset value per 933 937 0,4
share
Tangible net asset 802 803 0,1
value per share
Assumptions:
The pro forma financial effects are calculated as at 31 August 2001 on PSG
Group's unaudited financial results for the half year ended 31 August 2001
and assuming that the repurchases to date had been carried out on 1 March
2001.
JSE LISTING
3 686 000 shares have been cancelled to date and the JSE listing in respect
of those shares have or will be terminated as soon as possible.
Cape Town
12 December 2001
Sponsor
PSG Investment Bank Limited
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