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PSG PGFP
PSG PGFP
PSG Group Limited - Specific issues for cash
PSG Group Limited
Registration number 1970/008484/06
JSE share code: PSG
ISIN code: ZAE000013017
("PSG Group")
and
PSG Financial Services Limited
Registration number 1919/000478/06 JSE Share code: PGFP
ISIN code: ZAE000060166
SPECIFIC ISSUES FOR CASH
1 INTRODUCTION
Shareholders are advised that PSG Group has, subject to shareholder
approval, agreed to issue 1 200 000 shares at R18,00 per share to
Kumani Holdings (Pty) Limited ("Kumani") for a total consideration of
R21,6 million ("the Kumani issue"). The issue price represents a
discount of 6,25% to the volume weighted average traded price for the
30 days ending 24 July 2006, being the date the issue price was
determined.
2 RATIONALE FOR THE KUMANI ISSUE
Kumani has as its controlling shareholder the PSG BEE Employee Trust.
This trust has been set up for the exclusive benefit of PSG Group"s
black employees. The specific issue will result in an increase in
black employees" ownership in PSG Group, an increase in PSG Group"s
BEE shareholder base and raise cash of R21,6 million.
3 ISSUE TO A RELATED PARTY
In terms of the Listings Requirements of the JSE Limited ("the JSE"),
Kumani is an associate of Messrs PE Burton and D Lockey due to the
fact that Mr Burton is a director of both PSG Group and Kumani and Mr
Lockey was a director of both PSG Group and Kumani until recently. The
Kumani issue is therefore an issue to a related party.
In terms of the Listings Requirements of the JSE the Kumani issue
requires written confirmation from an independent professional expert
confirming the fairness and reasonableness of the terms of the Kumani
issue to PSG Group shareholders ("the fair and reasonable opinion").
Accordingly, PSG Group has appointed BDO QuestCo (Pty) Limited ("BDO")
as the independent professional expert in accordance with paragraph
5.51(f) of the JSE Listings Requirements. BDO has provided the JSE
with written confirmation that the terms of the Kumani issue are fair
and reasonable to PSG Group shareholders. The full text of this
opinion has been included in the circular referred to in 7 below.
4 EFFECTIVE DATE
The shares will be issued to Kumani and the consideration received on
or about 19 September 2006.
5 SUSPENSIVE CONDITION
The Kumani issue is subject to an ordinary resolution being passed by
a majority representing not less than 75% of the votes exercisable by
PSG Group shareholders at the general meeting.
6 FINANCIAL EFFECTS
The pro forma financial effects on PSG Group of the Kumani issue are
not significant (below 3%) and are therefore not provided.
7 CIRCULAR TO SHAREHOLDERS
A circular containing a notice of the general meeting and further
details of the Kumani issue has been posted to shareholders today. The
general meeting will be held at 09:00 on 15 September 2006 in the
Boardroom, 1st Floor, Ou Kollege, 35 Kerk Street, Stellenbosch.
8 FURTHER SPECIFIC ISSUE FOR CASH
The circular in paragraph 7 above contains details of another proposed
specific issue for cash, namely an issue of up to 5 million shares at
R17,75 per share to Titan Financial Services (Pty) Limited ("Titan").
The issue to Titan relates to the underwriting agreement in respect of
the partially underwritten renounceable rights offer ("the rights
offer"), details of which were announced on SENS on 15 August 2006.
The issue to Titan will be conditional and dependent on the results of
the rights offer and subject to the resolution authorising the issue
to Titan being approved by the requisite majority of shareholders at
the general meeting referred to above.
Stellenbosch
31 August 2006
Corporate adviser and joint sponsor
PSG Capital Limited
Lead sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
Independent expert
BDO QuestCo (Pty) Ltd
Date: 31/08/2006 03:40:07 PM Produced by the JSE SENS Department
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