| Fri 12 Nov 2004, 16:13 | | 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
PSG announced on 3 November 2004 that it had repurchased 5 435 000 shares
for a total consideration of R23 902 187. Subsequent to this announcement,
PSG had, as at the close of business on 11 November 2004, acquired a
further 6 060 000 ordinary shares in the open market, equivalent to 5,27%
of the issued share capital in issue on 18 June 2004, for a total
consideration of R29 257 147. The repurchase was carried out from 4
November 2004 to 11 November 2004.
The highest price paid was R4,85 per share, the lowest price paid was R4,55
per share and the average price (including transaction costs) paid was
R4,83 per share. The extent of the authority outstanding is 11 505 000
ordinary shares equivalent to 10,0% 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 its subsidiaries will be able, in the ordinary course of
business, to pay their debts for a period of 12 months from the date
of this announcement;
- the assets of PSG and its subsidiaries 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 its
subsidiaries will be adequate for a period of 12 months from the date
of this announcement; and
- the working capital of PSG and its subsidiaries 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 carried out from 4 November
2004 to 11 November 2004 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 38,1 3,3
Net asset value per share 339 332 (2,1)
Net tangible asset value per share 320 311 (2,8)
The figures in the `Before` column have been extracted from PSG`s unaudited
interim results for the six months ended 31 August 2004 which were released
on SENS on 11 October 2004.
The pro forma financial effects in the `After` column are based on these
interim results.
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 104 773 333 (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 108
940 000 (after the repurchase).
6. 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
12 November 2004
Sponsor
PSG Capital Limited
