PSG GROUP LIMITED - UNBUNDLING OF CAPITEC BANK HOLDINGS LIMITED

PSG GROUP LIMITED - UNBUNDLING OF CAPITEC BANK HOLDINGS LIMITED                 
PSG GROUP LIMITED                                                               
(Registration number 1970/008484/06)                                            
Share Code: PSG                                                                 
ISIN: ZAE000013017                                                              
("PSG Group")                                                                   
UNBUNDLING OF CAPITEC BANK HOLDINGS LIMITED ("CAPHOLD")                         
1.   INTRODUCTION                                                               
     1.1  PSG Group shareholders are referred to the announcement published in  
          the press on 29 September 2003 as well as PSG Group"s interim results 
          published in the press on 6 October 2003.                             
1.2  The first mentioned announcement contained details of PSG Group"s     
          proposed unbundling of its 55.27% in Caphold.  The PSG Group interim  
          results contained the financial effects of the proposed unbundling.   
     1.3  In terms of the unbundling PSG Group shareholders recorded in the     
register on the record date, which is expected to be Friday, 28       
          November 2003, will receive 33.08453 Caphold shares for every 100 PSG 
          Group shares held ("the unbundled shares").                           
2.   SALIENT DATES & TIMES                                                      
2003                              

PSG Group circular posted to shareholders     Tuesday, 28 October               
Forms of proxy for the general meeting of                                       
PSG Group shareholders to be lodged by                                          
10:00 on                                      Wednesday, 12 November            
General meeting of PSG Group shareholders                                       
to be held at 10:00 on                        Thursday, 13 November             
Announcement of results of general meeting                                      
on SENS on                                    Thursday, 13 November             
Announcement of results of general meeting                                      
in the press on                               Friday, 14 November               
Last day to trade PSG Group shares in order                                     
to qualify for the unbundling on              Friday, 21 November               
PSG Group shares commence trading                                               
ex-entitlement to the Caphold unbundling                                        
shares on                                     Monday, 24 November               
Record date (shareholders must be recorded                                      
in the register by close of trading on this                                     
date, in order to participate in the                                            
unbundling) on                                Friday, 28 November               
Effective date of the unbundling on           Monday, 1 December                
Dematerialised shareholders will have their                                     
accounts at their Central Securities                                            
Depository Participant or broker  updated on  Monday, 1 December                
Share certificates in respect of the Caphold                                    
unbundling shares posted to qualifying                                          
certificated shareholders on                  Monday, 1 December                
Notes:                                                                          
(1)  The dates and times in this circular are subject to change. Any changes    
     will be published in the press.                                            
(2)  All times in this circular, unless otherwise indicated, are South African  
     times.                                                                     
(3)  The attention of PSG Group shareholders is drawn to the fact that PSG Group
     certificated shareholders  will receive a share certificate in respect of  
     the Caphold unbundling shares and will be required to dematerialise such   
     share certificate in order to trade his/her Caphold unbundling shares on   
the JSE.  The dematerialisation process can take between 24 hours and 10   
     days, depending on the volumes being processed by STRATE at the time of the
     dematerialisation.                                                         
(4)  No requests for the dematerialisation or rematerialisation of PSG Group    
shares will be executed during the period commencing on Monday, 24 November
     2003 and ending on Friday, 28 November 2003, both days inclusive.          
3.   OPINIONS AND RECOMMENDATIONS                                               
     The PSG Group board has considered the terms of the proposed unbundling and
is of the opinion that the proposed unbundling will be advantageous to PSG 
     Group shareholders and recommends that PSG Group shareholders vote in      
     favour of the resolutions necessary to implement the proposed unbundling.  
Stellenbosch                                                                    
23 October 2003                                                                 
Corporate Advisor and Joint Sponsor to PSG GROUP:                               
PSG Capital                                                                     
Attorneys:                                                                      
Hofmeyr, Herbstein & Ghiwala Inc                                                
Joint sponsor:                                                                  
PRICEWATERHOUSECOOPERS CORPORATE FINANCE (PTY) LTD                              
Auditors and reporting accountants:                                             
PRICEWATERHOUSECOOPERS INC                                                      
Date: 23/10/2003 01:21:03 PM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department