ESCHER/PSG GROUP - TERMS OF THE RENOUNCEABLE RIGHTS OFFER

ESCHER GROUP
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 1998/014568/06)
("ESCHER")
PSG GROUP LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 1970/008484/06)
("PSG GROUP")
TERMS OF THE RENOUNCEABLE RIGHTS OFFER
BY PSG GROUP OF SHARES IN ESCHER
1.INTRODUCTION

FURTHER TO THE ANNOUNCEMENT PUBLISHED ON 12 MAY 2000, PSG INVESTMENT BANK IS
AUTHORISED TO ANNOUNCE THE TERMS OF THE RENOUNCEABLE RIGHTS OFFER OF 41 850 000
ESCHER ORDINARY SHARES OF 1 CENT EACH ("ESCHER SHARES") TO THE ORDINARY
SHAREHOLDERS OF PSG GROUP REGISTERED AS SUCH AT THE RECORD DATE, BEING THE
CLOSE OF BUSINESS ON FRIDAY, 26 MAY 2000 ("THE RENOUNCEABLE RIGHTS OFFER").
2.  TERMS OF THE RENOUNCEABLE RIGHTS OFFER

NUMBER OF NEW ESCHER SHARES TO BE OFFERED                      41 850 000
ISSUE PRICE PER NEW ESCHER SHARE                               100 CENTS
RATIO ENTITLEMENT (PER 100 PSG GROUP SHARES HELD

AT THE RECORD DATE)                                            30

APPLICATION HAS BEEN MADE TO THE JOHANNESBURG STOCK EXCHANGE ("THE JSE") FOR A
LISTING OF THE ENTIRE SHARE CAPITAL OF ESCHER AND THE LETTERS OF ALLOCATION TO
BE ISSUED IN TERMS OF THE RENOUNCEABLE RIGHTS OFFER.
3.  UNDERWRITING

PSG GROUP HAS AGREED TO UNDERWRITE THE RENOUNCEABLE RIGHTS OFFER AND HAS
PROCURED SUBUNDERWRITING OF ITS ENTIRE UNDERWRITING COMMITMENT. AS THE
RENOUNCEABLE RIGHTS OFFER IS BEING UNDERWRITTEN, THERE IS NO MINIMUM
SUBSCRIPTION.
4.  FURTHER ANNOUNCEMENT

AN ANNOUNCEMENT SETTING OUT THE SALIENT DATES OF THE RENOUNCEABLE RIGHTS OFFER
WILL BE PUBLISHED ON OR ABOUT WEDNESDAY, 24 MAY 2000.
JOHANNESBURG
19 MAY 2000
INVESTMENT BANK
PSG INVESTMENT BANK
ATTORNEYS
HOFMEYER HERBSTEIN & GIHWALA INC
JOINT SPONSORING BROKERS
PSG SECURITIES LIMITED
(REGISTRATION NUMBER 1996/000509/06)
(MEMBER OF THE JOHANNESBURG STOCK EXCHANGE)
UBS WARBURG
UBS WARBURG SECURITIES (SOUTH AFRICA) (PTY) LTD
(REGISTRATION NUMBER 1995/011140/07)

UBS WARBURG SECURITIES (SOUTH AFRICA) (PTY) LTD IS A SUBSIDIARY OF UBS AG
UBS WARBURG IS A FINANCIAL SERVICES GROUP OF UBS AG
(MEMBER OF THE JOHANNESBURG STOCK EXCHANGE)