Wrap Text
PSG GROUP LIMITED
(REGISTRATION NUMBER 70/08484/06
("PSG")
PSG FINANCIAL SERVICES LIMITED
(PREVIOUSLY SERVGRO INTERNATIONAL LIMITED)
(REGISTRATION NUMBER 03/00478/06)
("PSL")
PSG NOBLE CAPITAL LIMITED
(REGISTRATION NUMBER 98/09667/06)
("PSG NOBLE")
1. INTRODUCTION
THE PSG GROUP IS A FINANCIAL SERVICES GROUP WITH INTERESTS IN, INTER ALIA,
INVESTMENT BANKING, INSURANCE, STOCKBROKING AND ASSET MANAGEMENT. PSG ASSET
MANAGEMENT WAS RATED AS TOP INVESTMENT MANAGER FOR PENSION AND PROVIDENT FUNDS
IN 1997 BY TWO INDEPENDENT ACTUARIAL AND FINANCIAL CONSULTING FIRMS.
2. PSG NOBLE CAPITAL LIMITED
2.1 NEDCOR INVESTMENT BANK LIMITED IS AUTHORISED TO ANNOUNCE THAT PSG HAS
ESTABLISHED PSG NOBLE CAPITAL LIMITED ("PSG NOBLE") TO SHARE IN THE PSG GROUP'S
ABILITY TO SOURCE, RESEARCH AND SECURE INVESTMENTS. UNLIKE TRADITIONAL EQUITY
MUTUAL FUNDS WHICH POOL THE INVESTMENTS OF INDIVIDUALS OVER A WIDE RANGE OF
EQUITIES AND BEING SUBJECT TO REGULATORY CONSTRAINTS SUCH AS MAXIMUM EXPOSURE
LIMITS AND THE EFFECTIVE PROHIBITION OF INVESTING IN UNLISTED INVESTMENTS, PSG
NOBLE WILL OFFER FAR GREATER FLEXIBILITY.
2.2 PSG NOBLE WILL BE A LONG-TERM INVESTMENT HOLDING COMPANY WITH A STRATEGY OF
ACQUIRING LISTED AND UNLISTED INTERESTS IN STRONG, WELL-DEFINED BUSINESSES WITH
EXCELLENT GROWTH POTENTIAL.
3. CAPITAL RAISED THROUGH SUBSCRIPTION AND PRIVATE PLACING: R1,2 BILLION 3.1
PSL HAS INVESTED R240 MILLION OF THE TOTAL CAPITAL RAISED IN PSG NOBLE THROUGH
THE EXCHANGE OF CERTAIN OF ITS OWN INVESTMENTS AND A FURTHER SUBSCRIPTION FOR
CASH OF APPROXIMATELY R109 MILLION.
3.2 A FURTHER R960 MILLION HAS BEEN RAISED BY WAY OF INITIAL INCORPORATION
SUBSCRIPTION AND IN TERMS OF A PRIVATE PLACING TO SELECTED INSTITUTIONS AND
INVESTORS.
3.3 PSG NOBLE WILL ACCORDINGLY HAVE TOTAL FUNDS OF R1,2 BILLION UNDER
MANAGEMENT.
4. FINANCIAL EFFECTS ON PSL
4.1 EARNINGS
4.1.1 HAD PSL'S INVESTMENT IN PSG NOBLE BEEN EFFECTIVE THROUGHOUT THE FINANCIAL
YEAR ENDED 28 FEBRUARY 1998 AND ASSUMING THAT:
- PSG NOBLE'S FUNDS OF R1,2 BILLION (REFERRED TO IN 3.3 ABOVE) HAD BEEN
INVESTED THROUGHOUT THAT YEAR;
- THE PSL GROUP HAD EARNED A FEE IN TERMS OF THE MANAGEMENT CONTRACT
CONTEMPLATED IN 5.1 BELOW;
- 20% OF PSG NOBLE'S HEADLINE EARNINGS HAD BEEN ATTRIBUTED TO PSL; AND
- ALL OF PSL'S 324,4 MILLION SHARES CURRENTLY IN ISSUE HAD BEEN IN ISSUE
THROUGHOUT THAT YEAR, PSL'S PRO FORMA HEADLINE EARNINGS PER SHARE FOR THAT
PERIOD WOULD HAVE INCREASED BY 7,5% FROM 10,6 CENTS TO 11,4 CENTS PER SHARE.
4.1.2 THE EFFECT OF THE ESTABLISHMENT OF PSG NOBLE AND PSL'S INVESTMENT IN
NOBLE ON PSL'S HEADLINE EARNINGS PER SHARE, AS REFLECTED IN 4.1.1 ABOVE, DOES
NOT TAKE ACCOUNT OF THE EFFECT OF THE DISPOSAL BY PSL OF CERTAIN OF ITS
INVESTMENTS TO PSG NOBLE AS CONTEMPLATED IN 3.1 ABOVE.
4.2 NET ASSET VALUE
HAD PSL'S INVESTMENT IN PSG NOBLE BEEN EFFECTIVE AT 28 FEBRUARY 1998, PSL'S PRO
FORMA NET ASSET VALUE AT THAT DATE WOULD HAVE INCREASED BY 10% FROM 103,5 CENTS
TO 113,8 CENTS.
5. MANAGEMENT OF PSG NOBLE
5.1 PSG NOBLE WILL BE MANAGED BY PSG CORPORATE SERVICES (PROPRIETARY) LIMITED,
A WHOLLY-OWNED SUBSIDIARY OF PSL, IN TERMS OF A MANAGEMENT CONTRACT.
5.2 THE MANAGING DIRECTOR OF PSG NOBLE IS RYK DE KLERK, A HIGHLY EXPERIENCED
INVESTMENT ANALYST AND INVESTMENT MANAGER. HE WILL BE ASSISTED ON A DAY-TO-DAY
BASIS BY A MANAGEMENT TEAM CONSISTING OF INDIVIDUALS WITH PROVEN ABILITY AND
EXPERIENCE IN FUND MANAGEMENT AND EQUITY INVESTMENT.
5.3 AN INVESTMENT COMMITTEE, WHICH WILL INCLUDE RYK DE KLERK AND JANNIE MOUTON,
CHAIRMAN OF PSG, WILL CONSIDER AND APPROVE ALL INVESTMENTS TO BE MADE BY PSG
NOBLE, WHILST INVESTMENTS IN EXCESS OF A CERTAIN SIZE WILL REQUIRE THE APPROVAL
OF THE BOARD OF DIRECTORS OF PSG NOBLE.
5.4 THE BOARD OF DIRECTORS OF PSG NOBLE INCLUDES:
- JANNIE MOUTON (CHAIRMAN);
- RYK DE KLERK (MANAGING DIRECTOR);
- STEVE MULLER;
- GARY HARLOW;
- MARCUS JOOSTE;
- CHARLES TURNER; AND
- CHRIS OTTO (ALTERNATE).
6. LISTING OF PSG NOBLE ON THE JOHANNESBURG STOCK EXCHANGE
6.1 APPLICATION WILL BE MADE TO THE JOHANNESBURG STOCK EXCHANGE ("THE JSE") FOR
THE LISTING OF PSG NOBLE IN THE FINANCIAL - "INVESTMENT TRUSTS" SECTOR OF THE
JSE LISTS. SUBJECT TO THE NECESSARY APPROVALS OF THE JSE, IT IS INTENDED THAT
SUCH LISTING WILL TAKE PLACE TOWARDS THE END OF JUNE 1998 OR SO SOON THEREAFTER
AS MAY BE PRACTICABLE.
6.2 A PRE-LISTING STATEMENT ON PSG NOBLE, WHICH WILL CONTAIN DETAILED
INFORMATION REGARDING, INTER ALIA, THE CAPITALISATION, MAJOR SHAREHOLDERS,
INVESTMENT PHILOSOPHY AND STRATEGY AND MANAGEMENT OF PSG NOBLE, IS CURRENTLY
BEING PREPARED.
STELLENBOSCH
26 MAY 1998
INVESTMENT BANK
NEDECOR INVESTMENT BANK
PSG SECURITIES LIMITED
(REGISTRATION NUMBER 96/00509/06)
(MEMBER OF THE JOHANNESBURG
STOCK EXCHANGE)
SBC WARBURG DILLON READ
(SA) (PTY) LIMITED
(REGISTRATION NUMBER 94/08363/07)
(MEMBER OF THE JOHANNESBURG STOCK EXCHANGE)
PSG PLANS TO LIST NEW BILLION RAND INVESTMENT COMPANY
MONDAY, MAY 25, 1998
FINANCIAL SERVICES GROUP PSG, WILL LIST A R1,2-BILLION INVESTMENT COMPANY IN
THE FINANCIAL - INVESTMENT TRUST SECTOR OF THE JOHANNESBURG STOCK EXCHANGE BY
END JUNE 1998, SUBJECT TO JSE APPROVAL.
THE NEW COMPANY, PSG NOBLE CAPITAL LIMITED, WILL BE A LONG-TERM INVESTMENT
HOLDING COMPANY WITH THE INVESTMENT PHILOSOPHY OF ACQUIRING LISTED AND UNLISTED
INTERESTS IN WELL-DEFINED BUSINESSES WHICH DEMONSTRATE GROWTH POTENTIAL.
CAPITAL TO THE VALUE OF R960 MILLION HAS ALREADY BEEN RAISED THROUGH A PRIVATE
PLACEMENT WITH SELECTED FINANCIAL INSTITUTIONS AND INVESTORS, WHILE PSG
FINANCIAL SERVICES LIMITED (PSL) HAS INVESTED R240 MILLION. A TOTAL OF 120
MILLION SHARES AT R10 EACH HAVE BEEN ISSUED.
RYK DE KLERK, HIGHLY REGARDED FOR HIS INVESTMENT SUCCESSES DURING HIS TENURE AT
SANLAM, BOE AND PSG ASSET MANAGEMENT WILL HEAD UP THE NEW COMPANY, WHILE AN
INVESTMENT COMMITTEE, INCLUDING PSG GROUP CHAIRMAN JANNIE MOUTON, WILL CONSIDER
AND APPROVE ALL INVESTMENTS. INVESTMENTS IN EXCESS OF A CERTAIN SIZE WILL
REQUIRE BOARD APPROVAL.
"PSG NOBLE WILL OFFER FAR GREATER FLEXIBILITY, UNLIKE TRADITIONAL EQUITY MUTUAL
FUNDS WHICH POOL THE INVESTMENTS OF INDIVIDUALS OVER A WIDE RANGE OF EQUITIES,"
SAID PSG NOBLE MD RYK DE KLERK.
"TRADITIONAL EQUITY MUTUAL FUNDS ARE SUBJECT TO REGULATORY CONSTRAINTS SUCH AS
MAXIMUM EXPOSURE LIMITS AND THE EFFECTIVE PROHIBITION OF INVESTING IN UNLISTED
INVESTMENTS."
THE COMPANY WILL ENDEAVOR TO SECURE INTERESTS OF BETWEEN 20 AND 50 PERCENT IN
SMALL TO MEDIUM SIZED BUSINESSES, WHICH FITS NOBLE'S STRINGENT INVESTMENT
CRITERIA. PSG NOBLE WILL HOWEVER NOT BE INVOLVED IN THE MANAGEMENT OF THESE
COMPANIES BUT WILL ASSIST GROWING COMPANIES IN UNLOCKING VALUE. A DECISION WAS
MADE NOT TO INVEST IN MINING, PRIMARY COMMODITIES OR ANY INSTRUMENTS THAT ARE
NOT EQUITY RELATED.
PSG NOBLE WILL INVEST A MINIMUM AMOUNT OF R15-MILLION INTO THESE GROWTH
COMPANIES, HOWEVER, EXCEPTIONAL OPPORTUNITIES WILL BE CONSIDERED.
THE COMPANY INTENDS TO INVEST ABOUT HALF ITS PORTFOLIO IN LISTED COMPANIES AND
THE BALANCE IN UNLISTED COMPANIES.
PSG CORPORATE SERVICES (PTY) LTD - A WHOLLY OWNED SUBSIDIARY OF PSL - WILL
MANAGE PSG NOBLE ON A CONTRACT BASIS.
SUBJECT TO THE APPROVAL OF THE JSE, A PRE-LISTING STATEMENT CONTAINING DETAILED
INFORMATION ON THE CAPITALISATION, MAJOR SHAREHOLDERS, INVESTMENT PHILOSOPHY,
STRATEGY AND MANAGEMENT WILL BE PUBLISHED SHORTLY.
ESTABLISHED JUST OVER TWO YEARS AGO, PSG GROUP CURRENTLY MANAGES ASSETS OF
APPROXIMATELY R3 BILLION. THE FINANCIAL SERVICES GROUP HAS INTERESTS IN
BANKING, ASSET MANAGEMENT, STOCKBROKING, RISK MANAGEMENT, ASSURANCE,
REMUNERATION CONSULTING, FUND MANAGEMENT CONSULTING, BENEFITS CONSULTING, UNIT
TRUSTS AND VARIOUS OTHER INVESTMENTS.
ENDS
ISSUED BY: SUSAN LABUSCHAGNE
SIMEKA TWS COMMUNICATIONS
TEL: (021) 216-584
CELL: 083 229 5873
ON BEHALF OF: PSG GROUP LIMITED
CONTACTS: JANNIE MOUTON, CHAIRMAN, PSG GROUP
TEL: (021) 887-9602
CELL: 082 464 8844
RYK DE KLERK, MANAGING DIRECTOR, PSG
NOBLE CAPITAL LIMITED
TEL: (021) 887-9602 (OFFICE)
Sharenet Sites 
