PSG GROUP/PSGBH - PROPOSED DISPOSAL OF PSGBH TO ABSA BANK LIMITED AND FURTHER

PSG GROUP/PSGBH - PROPOSED DISPOSAL OF PSGBH TO ABSA BANK LIMITED AND FURTHER   
CAUTIONARY ANNOUNCEMENT                                                         
PSG Group Limited                                                               
(Incorporated in the Republic of South Africa)                                  
(Registration number 1970/008484/06)                                            
(Share code: PSG  ISIN: ZAE000013017)                                           
("PSG Group")                                                                   
PSG Investment Bank Holdings Limited                                            
(Incorporated in the Republic of South Africa)                                  
(Registration number 1998/017358/06)                                            
(Share code: PGH  ISIN: ZAE000018818)                                           
("PSGBH")                                                                       
PROPOSED DISPOSAL OF PSGBH TO ABSA BANK LIMITED AND FURTHER CAUTIONARY          
ANNOUNCEMENT                                                                    
Further to the cautionary announcement dated 24 July 2002 PSGBH shareholders are
advised that ABSA Bank Limited ("Absa") will propose a scheme of arrangement    
("the scheme") in terms of which Absa will make an offer to all PSGBH           
shareholders to acquire all their PSGBH shares at 60 cents per share after a    
capital distribution to PSGBH shareholders of approximately 10,3 cents per      
share. The said distribution will comprise of cash of approximately 4 cents per 
share and shares in Vestacor Limited ("Vestacor") equivalent to 6,3 cents per   
PSGBH share based on a Vestacor market price of 110 cents per share ("the       
distribution"). The offer consideration will therefore equate to a total of     
approximately 70,3 cents per PSGBH share.                                       
RATIONALE                                                                       
The financial services sector in South Africa is experiencing a period of       
consolidation and transformation. PSGBH is an A2 banking group and has not      
escaped the severe impact of events in this sector. Although it has been able to
weather the liquidity crisis experienced in this sector remarkably well, it has,
over time, had a substantial reduction in its deposit base, which necessitated a
sale in assets. The aforementioned and the necessity to realise assets have had 
a severe impact on PSGBH`s short term profitability, which effect will equally  
impact on PSG Group.                                                            
The proposal will unlock value for PSGBH`s shareholders (including PSG Group)   
and will enable PSG Group to re-align its role as a financial services group.   
CONDITIONS PRECEDENT                                                           
The proposal is conditional upon:                                               
-    Absa being satisfied that the PSGBH tangible net asset value per share     
after the distribution is not less than 58 cents per share;                     
-    obtaining the necessary regulatory approvals;                              
-    the requisite majority of PSG Group shareholders approving the disposal of 
PSGBH; and                                                                      
-    the requisite majority of PSGBH shareholders voting in favour of the       
scheme.                                                                         
FURTHER CAUTIONARY ANNOUNCEMENT AND DOCUMENTATION                               
The relevant documentation, including the terms of the agreement and further    
announcements will be communicated after, inter alia, Absa has confirmed the    
PSGBH`s tangible net asset value and the Competition Authorities have issued a  
ruling regarding the proposed transaction. PSG Group and PSGBH shareholders are 
advised to continue to exercise caution in dealing in their shares until a      
further announcement is made.                                                   
6 August 2002                                                                   
Investment bank and joint sponsor                                               
PSG Investment Bank                                                             
Sponsor to PSG Group and PSGBH                                                  
PricewaterhouseCoopers Corporate Finance (Pty) Ltd                              
(Reg No 1970/003711/07)                                                         
Attorneys to PSGBH                                                              
Fluxmans Attorneys                                                              
Website: www.fluxmans.com                                                       
Fluxmans Inc Registration number 2000/024775/21                                 
Date: 06/08/2002 05:27:42 PM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department