PSG/PSL - TERMS OF RIGHTS OFFER

PSG GROUP LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 70/08484/06)
("PSG")
PSG FINANCIAL SERVICES LIMITED
(FORMERLY SERVGRO INTERNATIONAL LIMITED)
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 03/00478/06)
("PSL")
TERMS OF THE RIGHTS OFFER
1. INTRODUCTION

IT WAS ANNOUNCED IN THE PRESS ON 2 OCTOBER 1998 THAT THE BOARD OF DIRECTORS OF
PSL HAD RESOLVED TO PROCEED WITH A RIGHTS OFFER OF ORDINARY SHARES OF 8 CENTS
EACH IN PSL TO RAISE APPROXIMATELY R490 MILLION ("THE RIGHTS OFFER").
2. TERMS OF THE RIGHTS OFFER

2.1 AMOUNT TO BE RAISED (BEFORE EXPENSES) R492 MILLION

2.2 NUMBER OF NEW SHARES TO BE ISSUED     246 094 373
2.3 ISSUE PRICE PER NEW SHARE (CENTS)     200

2.4 RATIO OF RIGHTS OFFER                 75 NEW SHARES FOR EVERY

                                          100 ORDINARY SHARES HELD

THE NEW SHARES WILL RANK PARI PASSU IN ALL RESPECTS WITH THE EXISTING ORDINARY
SHARES.
3. APPLICATION FOR LISTING

APPLICATION HAS BEEN MADE TO THE JOHANNESBURG STOCK EXCHANGE FOR A LISTING OF
THE RENOUNCEABLE (NIL PAID) LETTERS OF ALLOCATION IN RESPECT OF THE 246 094 373
NEW PSL SHARES TO BE ISSUED IN TERMS OF THE RIGHTS OFFER AND THE 246 094 373
NEW PSL SHARES TO BE ISSUED IN TERMS OF THE RIGHTS OFFER.
STELLENBOSCH
9 OCTOBER 1998
INVESTMENT BANK
NEDCOR INVESTMENT BANK
CORPORATE ADVISOR
PSG INVESTMENT BANK LIMITED
CORPORATE FINANCE
ATTORNEYS
HOFMEYR HERBSTEIN GIHWALA & CLUVER INC ATTORNEYS
AUDITORS
PRICEWATERHOUSECOOPERS
CHARTERED ACCOUNTANTS (SA)
REGISTERED ACCOUNTANTS AND AUDITORS
JOINT SPONSORING BROKERS
IN SOUTH AFRICA
PSG SECURITIES LIMITED
(REGISTRATION NUMBER 96/00509/06)
(MEMBER OF THE JOHANNESBURG STOCK EXCHANGE)
WARBURG DILLON READ (SOUTH AFRICA) (PTY) LTD
(REGISTRATION NUMBER 94/08363/07)
SUBSIDIARY OF UBS AG
IN NAMIBIA
BRIAN VAN RENSBURG
(MEMBER OF THE NAMIBIAN STOCK EXCHANGE)