| Wed 3 Nov 2004, 15:31 | | REPURCHASE OF ORDINARY SHARES |
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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 code: ZAE000013017
REPURCHASE OF ORDINARY SHARES IN PSG GROUP LIMITED (`PSG`)
1. Introduction
In terms of a general authority granted to PSG by its shareholders on 18 June
2004, a maximum of 23 000 000 ordinary shares (being 20% of the issued share
capital) could be acquired.
2. Implementation
As at the close of business on 2 November 2004, PSG had acquired, in the open
market, a total of 5 435 000 ordinary shares, equivalent to 4,73% of the issued
share capital in issue on 18 June 2004, for a total consideration of R23 902
187. The repurchase was carried out on 29 October 2004 and 2 November 2004. The
highest price paid was R4,43 per share, the lowest price paid was R4,38 per
share and the average price paid was R4,40 per share. The extent of the
authority outstanding is 17 565 000 ordinary shares equivalent to 15,27% of the
total issued share capital on 18 June 2004. The repurchase was effected through
the order book operated by the JSE Securities Exchange South Africa trading
system and done without any prior understanding or arrangement between PSG and
the counter parties.
3. Source of funds for the repurchase
The repurchase has been 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:
- 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;
- 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 29 February 2004;
- 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;
and
- 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. Financial effects of the repurchase
Based on the assumptions set out below, the following table sets out the pro
forma financial effects of the repurchase on PSG`s earnings and headline
earnings per share, net asset value per share and net tangible asset value per
share.
Before After Change
(cents) (cents) %
Earnings per share 28,3 29,0 2,5
Headline earnings per share 36,9 38,0 3,0
Net asset value per share 339 335 (1,2)
Net tangible asset value per share 320 314 (1,9)
The pro forma financial effects in the `After` column are based on PSG`s
unaudited results for the six months ended 31 August 2004 which were released on
SENS on 11 October 2004. The following assumptions were made:
- For the purpose of calculating the earnings and headline earnings related
figures, it was assumed that the repurchase was carried out on 1 March 2004 and
that PSG earned a 7% after-tax return on its cash.
- The earnings and headline earnings per share calculations are based on a
weighted average number of shares in issue of 105 398 333 (after the
repurchase).
- For the purpose of calculating the net asset and net tangible asset value per
share, it was assumed that the repurchase was carried out on 31 August 2004,
using the number of shares in issue at that date of 109 565 000 (after the
repurchase).
JSE Securities Exchange South Africa listing
All the shares have been repurchased by a subsidiary of PSG and are being held
in such company as treasury stock. The shares acquired and/or the listing
thereof will therefore not be cancelled.
Stellenbosch
3 November 2004
Sponsor
PSG Capital Limited
