PSG GROUP/ PSGBH - SALE BY PSGBH OF ITS SHARES IN VESTACOR LIMITED

PSG GROUP/ PSGBH - SALE BY PSGBH OF ITS SHARES IN VESTACOR LIMITED              
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")                                                                       
- Sale by PSGBH of its shares in Vestacor Limited ("Vestacor")                  
- Update regarding the proposed scheme of arrangement relating to PSGBH         
SALE BY PSGBH OF ITS VESTACOR SHARES                                            
It had previously been announced that, in order to facilitate the transaction   
with Absa Group Limited ("Absa Group") and subject to fulfilment of the         
conditions precedent, PSGBH intended to distribute to its shareholders an amount
of 4 cents per PSGBH share plus 87,8 million shares in Vestacor.                
PSGBH hereby announces that it has sold its 87 836 674 ordinary shares in       
Vestacor (constituting 47,1% of Vestacor`s issued share capital) to Corpcapital 
Investments Limited ("CIL"), a wholly owned subsidiary of Corpcapital Limited,  
with effect from the commencement of business on 2 December 2002.               
The purchase price of R79,1 million (90 cents per Vestacor share) will be       
payable as follows:                                                             
-    R61,5 million (70 cents per Vestacor share) on 2 December 2002;            
-    R17,6 million (20 cents per Vestacor share) on 2 December 2003, by way of a
fully negotiable promissory note, delivered on 2 December 2002 endorsed by      
Corpcapital Limited.                                                            
PSG Group has agreed to acquire the said promissory note from PSGBH at a        
discount of 17% being the prime lending rate of FirstRand Bank Limited          
("prime").                                                                      
Consequently an aggregate amount of R76,1 million in cash (equivalent to 5 cents
per share) will be available for distribution to PSGBH shareholders in addition 
to the 4 cents per PSGBH share previously announced.                            
The amount per PSGBH share to be distributed will therefore amount to 9 cents,  
plus interest as follows:                                                       
-    the 4 cents will bear interest at 12% per annum from 15 November 2002 to   
date of payment; and                                                            
-    the 5 cents will bear interest at 12% per annum from 2 December 2002 to    
date of payment.                                                                
In addition to the above PSGBH shareholders will receive 60 cents per share from
Absa Group plus interest at 12% per annum from 15 November 2002 to date of      
payment in terms of the proposed scheme.                                        
SPECIAL PROVISIONS RELATING TO PSGBH MINORITIES                                 
If within 14 days of the offer being made to Vestacor shareholders, a           
shareholder of PSGBH at the date hereof (other than PSG Group and the PSGBH     
Share Incentive Trust) validly claims delivery from PSGBH of any of the Vestacor
shares sold, and in lieu of the 5 cents distribution referred to above, CIL     
undertook to transfer to such shareholder the number of issued shares in        
Vestacor to which such shareholder would have been entitled had PSGBH           
distributed its shares in Vestacor as originally contemplated, against payment  
to CIL of a price per share equal to that payable by CIL per Vestacor share,    
plus interest thereon at prime (calculated from 3 December 2002 to date of      
payment, both dates inclusive) plus the costs of transferring the shares in     
question to such shareholder.                                                   
OFFER TO OTHER SHAREHOLDERS OF VESTACOR                                         
CIL has undertaken to extend a similar offer to the shareholders of Vestacor.   
Shareholders of Vestacor are referred to the announcement by Corpcapital Limited
which is published simultaneously with this announcement.                       
STATUS OF PROPOSED SCHEME OF ARRANGEMENT                                        
Shareholders were advised on 17 October 2002 that the date for fulfilment of the
conditions precedent to the scheme of arrangement to be proposed by Absa Group, 
in terms of which Absa Group would make an offer to PSGBH shareholders to       
acquire all their shares, had been extended to 28 February 2003 in order to     
allow more time for the various regulatory authorities to grant their respective
approvals.                                                                      
Shareholders are advised that:                                                  
-    the necessary applications have been lodged with the Registrar of Banks and
the Competition Commission;                                                     
-    in terms of the Banks Act, the Registrar of Banks is currently in the      
process of evaluating the applications, whereafter he will submit his report    
with recommendations to the Minister of Finance;                                
-    the proposed scheme will proceed once the consent of the Minister has been 
obtained;                                                                       
-    after receipt of the Minister`s consent, shareholders will be informed of  
the salient times and dates for the implementation of the scheme.               
Johannesburg                                                                    
29 November 2002                                                                
Corporate adviser and joint sponsor to PSG Group and PSGBH                      
PSG Capital                                                                     
Sponsor to PSG Group and PSGBH                                                  
PricewaterhouseCoopers                                                          
Corporate Finance (Pty) Ltd                                                     
(Reg No 1970/003711/07)                                                         
Attorneys to PSGBH                                                              
Fluxmans Attorneys                                                              
Date: 29/11/2002 05:15:02 PM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department