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PSG Group Limited - PSG Group Acquires 11,3% Of KWV Limited PSG GROUP LIMITED Registration number 1970/008484/06) JSE share code: PSG & ISIN: ZAE000013017 ("PSG Group") and PSG FINANCIAL SERVICES LIMITED Registration number 1919/000478/06 JSE share code: PGFP & ISIN code: ZAE000060166 ("PSL") PSG GROUP ACQUIRES 11,3% OF KWV LIMITED 1. INTRODUCTION 1.1. Shareholders are advised that PSG Group, through its wholly-owned subsidiary PSL, has acquired 50 423 222 KWV Limited ("KWV") ordinary shares from Titan Nominees (Pty) Limited ("Titan") and Kortrustfin (Pty) Limited, (collectively referred to as "the sellers") for a total consideration of R137 181 200. 1.2. The acquisition referred to in 1.1 above, constitutes a category 3 transaction in terms of the JSE Listings Requirements. This announcement is for information purposes only and no action is required by PSG Group shareholders with regards to the transaction. 2. DETAILS OF KWV KWV Limited is the holding company of the KWV group that comprises KWV South Africa, KWV International and KWV Investments Limited. The latter holds an indirect shareholding of 29,7% in Distell Group Limited. The KWV group sources grapes and wine for producing its brands, as well as producing and selling top quality rebate brandy. It is rapidly growing its presence in the domestic wine and spirits market and is a leading exporter and distributor of quality wines and spirits in 35 international markets. 3. RATIONALE FOR THE ACQUISITION PSG Group believes that the investment in KWV will deliver an excellent return in the long-term which is fundamental to PSG Group"s long-term investment strategy. This acquisition enabled PSG Group to acquire a meaningful shareholding in KWV in one transaction. 4. ACQUISITION CONSIDERATION The total purchase consideration of R137 181 200 will be settled through the issue of 7 415 200 PSG Group shares at an issue price of R18,50 per share ("the consideration shares"). Application will be made to list the consideration shares on the JSE Limited this week. 5. EFFECTIVE DATE The effective date of the transaction is 8 June 2006. 6. SUSPENSIVE CONDITIONS The transaction is subject to the listing of the consideration shares on the JSE Limited by 22 June 2006. 7. FINANCIAL EFFECTS The pro forma financial effects of the transaction are presented for illustrative purposes only and because of their nature may not give a fair reflection of PSG Group"s financial position nor of the effect on future earnings after the transaction. Set out below are the unaudited pro forma financial effects of the transaction, based on the audited consolidated financial results of PSG Group for the year ended 28 February 2006. The directors are responsible for these pro forma financial effects. Audited Pro forma Change Before the After the (%)
transaction Transaction (cents) (cents) Earnings per share 401,5 406,3 1,2 Headline earnings per share 351,8 359,9 2,3 Net asset value per share 704,0 781,0 10,9 Net tangible asset value per 589,0 675,0 14,6 share Notes: 1. The earnings and headline earnings per share figures in the "Pro forma After the transaction" column have been calculated on the basis that: - the transaction was effected on 1 March 2005;
- an increase in the fair value of the investment (after providing for capital gains tax) of R32,765 million would have been recognised; and - dividend income of R2,269 million would have been received in
respect of the 4,5 cents per share dividend declared by KWV. 2. The net asset value and net tangible asset value per share figures in the "Pro forma After the transaction" column have been calculated on the basis that the transaction was effected on 28
February 2006. Stellenbosch 19 June 2006 Sponsor to PSG Group PSG Capital Date: 19/06/2006 12:04:18 PM Supplied by www.sharenet.co.za Produced by the JSE SENS Department
