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                                                             
     PSG announced on 3 November 2004 that it had repurchased 5 435 000 shares  
     for a total consideration of R23 902 187. Subsequent to this announcement, 
     PSG had, as at the close of business on 11 November 2004, acquired a       
further 6 060 000 ordinary shares in the open market, equivalent to 5,27%  
     of the issued share capital in issue on 18 June 2004, for a total          
     consideration of R29 257 147. The repurchase was carried out from 4        
     November 2004 to 11 November 2004.                                         
The highest price paid was R4,85 per share, the lowest price paid was R4,55
     per share and the average price (including transaction costs) paid was     
     R4,83 per share. The extent of the authority outstanding is 11 505 000     
     ordinary shares equivalent to 10,0% 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 its subsidiaries will be able, in the ordinary course of      
          business, to pay their debts for a period of 12 months from the date  
          of this announcement;                                                 
     -    the assets of PSG and its subsidiaries 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 its   
subsidiaries will be adequate for a period of 12 months from the date 
          of this announcement; and                                             
     -    the working capital of PSG and its subsidiaries 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 carried out from 4 November  
     2004 to 11 November 2004 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     38,1      3,3                 
     Net asset value per share           339      332       (2,1)               
     Net tangible asset value per share  320      311       (2,8)               
     The figures in the "Before" column have been extracted from PSG"s unaudited
interim results for the six months ended 31 August 2004 which were released
     on SENS on 11 October 2004.                                                
     The pro forma financial effects in the "After" column are based on these   
     interim results.                                                           
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 104 773 333 (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 108
          940 000 (after the repurchase).                                       
6.   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                                                                    
12 November 2004                                                                
Sponsor                                                                         
PSG Capital Limited                                                             
Date: 12/11/2004 04:08:03 PM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department