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JSE PSG PGFP
PGFP PSG
PSG/PGFP - PSG Group - Trading Statement and Terms Announcement
PSG Group Limited
Incorporated in the Republic of South Africa
Registration number 1970/008484/06
JSE share code: PSG & ISIN: ZAE000013017
("PSG Group")
PSG Financial Services Limited
Registration number 1919/000478/06
JSE share code: PGFP & ISIN code: ZAE000060166
TRADING STATEMENT
In terms of the Listings Requirements of the JSE Limited, a listed company is
required to publish a trading statement as soon as it becomes aware that the
financial results for the next period to be reported on will show a 20% or more
difference from those of the previous corresponding period.
PSG Group hereby advises that a reasonable degree of certainty exists that the
headline earnings per share for the year ended 28 February 2007 will be between
493 cents and 528 cents per share or between 40% to 50% above the previously
reported headline earnings per share of 351.8 cents per share, for the year
ended 28 February 2006. A considerable portion of the headline earnings per
share for the year was the result of bullish market prices of various listed and
unlisted equity instruments as at 28 February 2007. These headline earnings are
not necessarily of a recurring nature. The attributable earnings per share
figure can not be calculated with a reasonable degree of certainty at this point
and an indication of what the attributable earnings per share would be is
therefore not provided.
This financial information has not been reviewed and reported on by the auditors
of PSG Group. The results for the year ended 28 February 2007 are expected to be
published on or about 17 April 2007.
TERMS ANNOUNCEMENT IN RESPECT OF THE DISPOSAL OF PSG GROUP`S 15% INVESTMENT IN
JSE LIMITED ("JSE")
1. Introduction
Shareholders are hereby advised that PSG Group has disposed of its 15%
investment in JSE ("the disposal"). The majority of the disposal occurred
in the financial year ended 28 February 2007 whilst the balance was
disposed of subsequent to the year end. The full terms, rationale and
financial effects of the disposal are set out below.
1.2 The disposal referred to in 1.1 above, constitutes a category 3
transaction in terms of the Listings Requirements of the JSE. This
announcement is for information purposes only and no action is
required by PSG Group shareholders with regards to the transaction.
2. Terms of the transaction
2.1 Subject of the disposal
The subject of the disposal is PSG Group`s 15% investment in JSE,
consisting of approximately 12,6 million ordinary shares in JSE. The
market value of the 15% investment in JSE as at 31 August 2006 was
approximately R455 million.
2.2 The purchasers
The disposal was effected on the open market.
2.3 The effective date
The disposal was effected in a series of transactions over an
approximate 3 month period, each with a separate effective date. The
final transaction in the series was effected on 9 March 2007.
2.4 Conditions precedent
The disposal was not subject to any conditions precedent.
3. Business carried on by JSE
The JSE is licensed as an exchange under the Securities Services Act, 2004
and is Africa`s premier exchange. It has operated as a market place for the
trading of financial products for nearly 120 years. In this time, the JSE
has evolved from a traditional floor based equities trading market to a
modern securities exchange providing fully electronic trading, clearing and
settlement in equities, financial and agricultural derivatives and other
associated instruments and has extensive surveillance capabilities. The JSE
is also a major provider of financial information.
4. Disposal consideration
The total aggregate disposal consideration was approximately R679 million.
The total aggregate disposal consideration would have been settled in cash
by 16 March 2007.
5. Financial effects on PSG GroupThe pro forma financial effects of the
transaction have been prepared for illustrative purposes only and are set
out below. The pro forma financial effects are the responsibility of the
directors. The pro forma financial effects are presented for illustrative
purposes only and because of their nature may not give a fair reflection of
PSG Group`s financial position nor of the effect on future earnings after
the disposal:
Column 1 Column 2
Before After Percentage
transaction transaction Change
(1) (2) (3)
(cents) (cents) (%)
Attributable earnings per 235.6 37.6 -84.0%
share
Headline earnings per share 245.4 47.4 -80.7%
Net asset value per share 1,288.0 1,432.2 11.2%
Net tangible asset value per 868.9 1,013.1 16.6%
share
Notes:
(1) The figures in Column 1 have been extracted from the unaudited
financial results of PSG Group for the six months ended 31 August
2006.
(2) The attributable earnings and headline earnings per share figures in
Column 2 have been calculated on the basis that the transaction was
effective on 1 March 2006 based on the following assumptions:
- total aggregate disposal consideration less capital gains tax at
14.5% attracted interest at 7.5%;
- interest income was taxed at 29%; and
- the after tax earnings attributable to the 15% interest in JSE
for the six months ended 31 August 2006 of R227.9 million has
been excluded.
(3) The net asset value and net tangible asset value per share figures in
Column 2 have been calculated on the basis that the transaction was
effected on 31 August 2006 based on the following assumptions:
- the total aggregate disposal consideration less capital gains tax
at 14.5% was received on that date; and
- the after tax carrying value of the 15% interest in JSE as at 31
August 2006 has been excluded.
6. Rationale for the disposalPSG Group was unsuccessful in its stated
objective to increase its strategic investment in JSE beyond 15% and to
obtain JSE board representation. With no prospect of this situation
changing in future, PSG Group decided to dispose of its 15% interest in
JSE.
7. Application of disposal consideration
The disposal consideration will be used to make further strategic
investments.
Stellenbosch
15 March 2007
Sponsor to PSG Group
PSG Capital Limited
Date: 15/03/2007 12:26:00 Produced by the JSE SENS Department.
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