| Tue 24 Jun 2003, 17:54 | | PSG Group Limited - Repurchase of ordinary shares |
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PSG Group Limited - Repurchase of ordinary shares in PSG Group Limited ("PSG")
PSG Group Limited
Incorporated in the Republic of South Africa
Registration number 1970/008484/06
Share code: PSG ISIN code: 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 which was renewed on 13 June 2003 ("the general authority"), a maximum of
23 192 714 ordinary shares (being 20% of the issued share capital) could be
acquired.
2. Implementation
As at the close of business on 23 June 2003, PSG had acquired, in the open
market, a total of 4 963 569 ordinary shares, equivalent to 4,28% of the issued
share capital then in issue, for a total consideration of R18 785 174. The
repurchase was carried out from 10 June to 23 June 2003. The highest price paid
was R3,80 per share and the lowest price paid was R3,50 per share, and the
average price R3,76. The extent of the authority outstanding is 18 229 145
ordinary shares equivalent to 15,72% 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 (161,5) (169,2) 4,7
Headline earnings per share 71,9 73,5 2,2
Net asset value per share 842,9 863,2 2,4
Net tangible asset value
per share 786,3 791,3 0,6
6. Assumptions
The pro forma financial effects ("before") are calculated on PSG"s audited
results for the year ended 28 February 2003, adjusted for the repurchase of 4
036 431 PSG shares announced on 2 June 2003.
The pro forma financial effects ("after") are calculated on PSG"s 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 115 963 569, 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 111 000 000 (after the repurchase).
7. JSE Securities Exchange South Africa
Application will be made for the cancellation of 963 569 shares acquired by PSG.
The balance of the shares purchased, namely 4 000 000, will be held as treasury
stock.
Stellenbosch
24 June 2003
Sponsor
PSG Capital
Date: 24/06/2003 05:15:05 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
