PSG Group Limited - REPURCHASE OF ORDINARY SHARES IN PSG GROUP LIMITED

PSG Group Limited - REPURCHASE OF ORDINARY SHARES IN PSG GROUP LIMITED          
PSG Group Limited                                                               
Incorporated in the Republic of South Africa                                    
Registration number 1970/008484/06                                              
Share code: PSG                                                                 
ISIN code: ZAE000013017                                                         
REPURCHASE OF ORDINARY SHARES IN PSG GROUP LIMITED ("PSG")                      
1. Introduction                                                                 
In terms of a general authority granted to PSG by its shareholders on 18 June   
2004, a maximum of 23 000 000 ordinary shares (being 20% of the issued share    
capital) could be acquired.                                                     
2. Implementation                                                               
As at the close of business on 2 November 2004, PSG had acquired, in the open   
market, a total of 5 435 000 ordinary shares, equivalent to 4,73% of the issued 
share capital in issue on 18 June 2004, for a total consideration of R23 902    
187. The repurchase was carried out on 29 October 2004 and 2 November 2004. The 
highest price paid was R4,43 per share, the lowest price paid was R4,38 per     
share and the average price paid was R4,40 per share. The extent of the         
authority outstanding is 17 565 000 ordinary shares equivalent to 15,27% of the 
total issued share capital on 18 June 2004. The repurchase was effected through 
the order book operated by the JSE Securities Exchange South Africa trading     
system and done without any prior understanding or arrangement between PSG and  
the counter parties.                                                            
3. Source of funds for the repurchase                                           
The repurchase has been funded from available cash resources.                   
4. Opinion of the directors                                                     
The directors of PSG have considered the impact of the share repurchase and are 
of the opinion that:                                                            
- PSG and the PSG group will be able, in the ordinary course of business, to pay
its debts for a period of 12 months from the date of this announcement;         
- the assets of PSG and the PSG group are in excess of the liabilities, measured
in accordance with the accounting policies used in the audited financial        
statements for the year ended 29 February 2004;                                 
- the ordinary share capital and consolidated reserves of PSG and the PSG group 
will be adequate for a period of 12 months from the date of this announcement;  
and                                                                             
- the working capital of PSG and the PSG group will be adequate for a period of 
12 months from the date of this announcement.                                   
5. Financial effects of the repurchase                                          
Based on the assumptions set out below, the following table sets out the pro    
forma financial effects of the repurchase on PSG"s earnings and headline        
earnings per share, net asset value per share and net tangible asset value per  
share.                                                                          
Before   After     Change              

                                         (cents)  (cents)   %                   
     Earnings per share                  28,3     29,0      2,5                 
     Headline earnings per share         36,9     38,0      3,0                 
Net asset value per share           339      335       (1,2)               
     Net tangible asset value per share  320      314       (1,9)               
The pro forma financial effects in the "After" column are based on PSG"s        
unaudited results for the six months ended 31 August 2004 which were released on
SENS on 11 October 2004. The following assumptions were made:                   
- For the purpose of calculating the earnings and headline earnings related     
figures, it was assumed that the repurchase was carried out on 1 March 2004 and 
that PSG earned a 7% after-tax return on its cash.                              
- The earnings and headline earnings per share calculations are based on a      
weighted average number of shares in issue of 105 398 333 (after the            
repurchase).                                                                    
- For the purpose of calculating the net asset and net tangible asset value per 
share, it was assumed that the repurchase was carried out on 31 August 2004,    
using the number of shares in issue at that date of 109 565 000 (after the      
repurchase).                                                                    
JSE Securities Exchange South Africa listing                                    
All the shares have been repurchased by a subsidiary of PSG and are being held  
in such company as treasury stock.  The shares acquired and/or the listing      
thereof will therefore not be cancelled.                                        
Stellenbosch                                                                    
3 November 2004                                                                 
Sponsor                                                                         
PSG Capital Limited                                                             
Date: 03/11/2004 02:13:45 PM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department