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PSG Group Limited - Repurchase Of Ordinary Shares IN PSG Group Limited
PSG Group Limited
(Incorporated in the Republic of South Africa)
Registration number 1970/008484/06
Share code: PSG ISIN: ZAE000013017
Repurchase of ordinary shares in PSG Group Limited ("PSG")
1. Introduction
In terms of a general authority granted to PSG to repurchase its ordinary
shares, in terms of a special resolution passed by PSG shareholders on 31 May
2002 ("the general authority"), a maximum of 24 000 000 ordinary shares (being
20% of the issued share capital) could be acquired.
2. Implementation
As at the close of business on 30 May 2003, PSG had acquired, in the open
market, a total of 4 036 431 ordinary shares, equivalent to 3.36% of the issued
share capital then in issue, for a total consideration of R14 216 931. The
repurchase was carried out on 30 May 2003. The highest price paid was R3.50 per
share and the lowest price paid was R3.39 per share, and the average price
R3.49. The extent of the authority outstanding is 19 963 569 ordinary shares
equivalent to 16.63% of the total issued share capital.
3. Source of funds
Repurchases to date have been funded from available cash resources and it is
intended that all future purchases will also be funded from available cash
resources.
4. Opinion of the directors
The directors of PSG have considered the impact of the share repurchase and
are of the opinion that:
4.1 PSG and the 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.
4.2 The assets of PSG and the PSG group are in excess of the liabilities,
measured in accordance with the accounting policies used in the audited
financial statements for the year ended 28 February 2003.
4.3 The ordinary share capital and consolidated reserves of PSG and the PSG
group will be adequate for a period of 12 months from the date of this
announcement.
4.4 The working capital of PSG and the PSG group will be adequate for a period
of
12 months from the date of this announcement.
5. Effect on Earnings and Net Asset Value
Before After Change
(cents) (cents) %
Earnings per share (154.9) (161.5) 4.3
Headline earnings per share 70.7 71.9 1.7
Net asset value per share 828 843 1.8
Net tangible asset value per share 773 786 1.7
6. Assumptions
The pro forma financial effects ("after") are calculated on PSG is audited
results for the year ended 28 February 2003, assuming:
The accounting policies employed by PSG for the year ended 28 February 2003 have
been applied in making these calculations.
For the purposes of calculating the earnings and headline earnings related
figures, it was assumed that the repurchase was carried out on or before 1 March
2002 and that PSG earned a 9.8% after tax return on its cash.
All the calculations have been based on a weighted average number of shares
in issue of 120 000 000, before the repurchases.
For the purposes of calculating the net asset and net tangible asset value,
it was assumed that the repurchases were carried out on 28 February 2003,
using the number of shares in issue at that date of 115 963 569 (after the
repurchase).
7. JSE Securities Exchange South Africa ("JSE") Listing
All the shares have been repurchased by PSG and application will be made for the
cancellation of the shares acquired. Application will also be made for the
listing of these shares to be cancelled.
Stellenbosch
2 June 2003
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