PSG GROUP LIMITED - Dealing In PSG Shares By Directors And/Or Their Associates

Dealing In PSG Shares By Directors And/Or Their Associates

PSG Group Limited
Incorporated in the Republic of South Africa
Registration number: 1970/008484/06
Share code: PSG
ISIN code: ZAE000013017
(“PSG”)

DEALING IN PSG SHARES BY DIRECTORS AND/OR THEIR ASSOCIATES

Below mentioned PSG directors and/or their associates received
PSG ordinary shares pursuant to the implementation of the scheme
of arrangement between Thembeka Capital (RF) Limited and its
shareholders, in terms of which PSG acquired all the ordinary
shares in Thembeka not already held by PSG and its subsidiaries,
the details of which were set out in the circular dated 15
October 2014 (“Scheme”).

In compliance with rules 3.63 to 3.74 of the JSE Limited
Listings Requirements, the following information is disclosed:

1.
NAME OF DIRECTOR           PE Burton
COMPANY OF WHICH I AM A    PSG Group Limited
DIRECTOR
STATUS: EXECUTIVE/NON-     Non-executive
EXECUTIVE
TYPE OF SECURITIES         Shares
CLASS OF SECURITIES        Ordinary
DATE OF TRANSACTION        12 January 2015
CENTS PER SHARE            9 756                        (1) – (2)
NUMBER OF SECURITIES       191 675                            (1)
TRANSACTED                 2 515 055                          (2)
TOTAL RAND VALUE OF        R18 699 813                        (1)
SECURITIES                 R245 368 765                       (2)
NAME OF ASSOCIATE          The Patrick Burton                 (1)
                           Family Trust
                           PSG Group BEE Employee             (2)
                           Trust
RELATIONSHIP WITH          The director is a                  (1)
DIRECTOR                   trustee and
                           beneficiary of the
                           associate
                           The director is a                  (2)
                           trustee of the associate
NATURE OF TRANSACTION      Acquisition of shares        (1) – (2)
                           pursuant to the Scheme
                           (Off-market transaction)
NATURE AND EXTENT OF       Indirect, beneficial                (1)
INTEREST IN THE            Indirect, non-beneficial            (2)
TRANSACTION
CLEARANCE OBTAINED         Yes

2.
NAME OF DIRECTOR                   ZL Combi
COMPANY OF WHICH I AM A DIRECTOR   PSG Group Limited
STATUS: EXECUTIVE/NON-EXECUTIVE    Non-executive
TYPE OF SECURITIES                 Shares
CLASS OF SECURITIES                Ordinary
DATE OF TRANSACTION                12 January 2015
CENTS PER SHARE                    9 756
NUMBER OF SECURITIES TRANSACTED    654 500
TOTAL RAND VALUE OF SECURITIES     R63 853 020
NATURE OF TRANSACTION              Acquisition of shares pursuant
                                   to the Scheme
                                   (Off-market transaction)
NATURE AND EXTENT OF INTEREST IN   Direct, beneficial
THE TRANSACTION
CLEARANCE OBTAINED                 Yes

3.
NAME OF DIRECTOR                   PJ Mouton
COMPANY OF WHICH I AM A DIRECTOR   PSG Group Limited
STATUS: EXECUTIVE/NON-EXECUTIVE    Executive
TYPE OF SECURITIES                 Shares
CLASS OF SECURITIES                Ordinary
DATE OF TRANSACTION                12 January 2015
CENTS PER SHARE                    9 756
NUMBER OF SECURITIES TRANSACTED    170 000
TOTAL RAND VALUE OF SECURITIES     R16 585 200
NAME OF ASSOCIATE                  The Koktyls BEE Employee Trust
RELATIONSHIP WITH DIRECTOR         The director is a trustee of the
                                   associate
NATURE OF TRANSACTION              Acquisition of shares pursuant
                                   to the Scheme
                                   (Off-market transaction)
NATURE AND EXTENT OF INTEREST IN   Indirect, non-beneficial
THE TRANSACTION
CLEARANCE OBTAINED                 Yes

16 January 2015
Stellenbosch

Sponsor
PSG Capital

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