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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 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 3 December 2003, PSG had acquired, in the open
market, a total of 1 300 000 ordinary shares, (before the unbundling of
Capitec)and 3 870 197 ordinary shares (after the unbundling of Capitec)
equivalent to 4,46% of the issued share capital then in issue, for a total
consideration of R18 572 834. The repurchase was carried out from 7 July to 3
December 2003. The highest price paid was R4,03 per share (including Capitec)
and the lowest price paid was R3,45 per share (excluding Capitec), and the
average price R3,59 per share. The extent of the authority outstanding is 13 058
948 ordinary shares equivalent to 11,26% 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 5,1 4,9 (4,7)
Headline earnings per share 24,6 26,5 7,6
Net asset value per share 410 412 0,5
Net tangible asset value
per share 331 330 0,3)
6. Assumptions
The pro forma financial effects ("before") are calculated on PSG"s interim
results for the half year ended 31 August 2003, adjusted for the unbundling of
Capitec Bank Holdings Limited ("Capitec") and 1 300 000 shares repurchased
before 31 August 2003.
The pro forma financial effects ("after") are calculated on PSG"s interim
results for the half year ended 31 August 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
2003 and that PSG earned a 7% after-tax return on its cash.
All the calculations have been based on a weighted average number of shares in
issue of 111 912 803, after 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 31 August 2003, using the
number of shares in issue at that date of 105 829 803 (after the repurchase).
7. JSE Securities Exchange South Africa
All the shares repurchased, will be held as treasury stock.
Stellenbosch
4 December 2003
Sponsor
PSG Capital
Date: 04/12/2003 02:14:03 PM
Produced by the JSE SENS Department
