PSG Group Limited - Specific issues for cash

     PSG Group Limited - Specific issues for cash                               
     PSG Group Limited                                                          
     Registration number 1970/008484/06                                         
JSE share code: PSG                                                        
     ISIN code: ZAE000013017                                                    
     ("PSG Group")                                                              
     and                                                                        
PSG Financial Services Limited                                             
     Registration number 1919/000478/06    JSE Share code: PGFP                 
     ISIN code: ZAE000060166                                                    
     SPECIFIC ISSUES FOR CASH                                                   
1    INTRODUCTION                                                          
          Shareholders are advised that PSG Group has, subject to shareholder   
          approval, agreed to issue 1 200 000 shares at R18,00 per share to     
          Kumani Holdings (Pty) Limited ("Kumani") for a total consideration of 
R21,6 million ("the Kumani issue"). The issue price represents a      
          discount of 6,25% to the volume weighted average traded price for the 
          30 days ending 24 July 2006, being the date the issue price was       
          determined.                                                           
2    RATIONALE FOR THE KUMANI ISSUE                                        
          Kumani has as its controlling shareholder the PSG BEE Employee Trust. 
          This trust has been set up for the exclusive benefit of PSG Group"s   
          black employees. The specific issue will result in an increase in     
black employees" ownership in PSG Group, an increase in PSG Group"s   
          BEE shareholder base and raise cash of R21,6 million.                 
     3    ISSUE TO A RELATED PARTY                                              
          In terms of the Listings Requirements of the JSE Limited ("the JSE"), 
Kumani is an associate of Messrs PE Burton and D Lockey due to the    
          fact that Mr Burton is a director of both PSG Group and Kumani and Mr 
          Lockey was a director of both PSG Group and Kumani until recently. The
          Kumani issue is therefore an issue to a related party.                
In terms of the Listings Requirements of the JSE the Kumani issue     
          requires written confirmation from an independent professional expert 
          confirming the fairness and reasonableness of the terms of the Kumani 
          issue to PSG Group shareholders ("the fair and reasonable opinion").  
Accordingly, PSG Group has appointed BDO QuestCo (Pty) Limited ("BDO")
          as the independent professional expert in accordance with paragraph   
          5.51(f) of the JSE Listings Requirements. BDO has provided the JSE    
          with written confirmation that the terms of the Kumani issue are fair 
and reasonable to PSG Group shareholders. The full text of this       
          opinion has been included in the circular referred to in 7 below.     
     4    EFFECTIVE DATE                                                        
          The shares will be issued to Kumani and the consideration received on 
or about 19 September 2006.                                           
     5    SUSPENSIVE CONDITION                                                  
          The Kumani issue is subject to an ordinary resolution being passed by 
          a majority representing not less than 75% of the votes exercisable by 
PSG Group shareholders at the general meeting.                        
     6    FINANCIAL EFFECTS                                                     
          The pro forma financial effects on PSG Group of the Kumani issue are  
          not significant (below 3%) and are therefore not provided.            
7    CIRCULAR TO SHAREHOLDERS                                              
          A circular containing a notice of the general meeting and further     
          details of the Kumani issue has been posted to shareholders today. The
          general meeting will be held at 09:00 on 15 September 2006 in the     
Boardroom, 1st Floor, Ou Kollege, 35 Kerk Street, Stellenbosch.       
     8    FURTHER SPECIFIC ISSUE FOR CASH                                       
          The circular in paragraph 7 above contains details of another proposed
          specific issue for cash, namely an issue of up to 5 million shares at 
R17,75 per share to Titan Financial Services (Pty) Limited ("Titan"). 
          The issue to Titan relates to the underwriting agreement in respect of
          the partially underwritten renounceable rights offer ("the rights     
          offer"), details of which were announced on SENS on 15 August 2006.   
The issue to Titan will be conditional and dependent on the results of
          the rights offer and subject to the resolution authorising the issue  
          to Titan being approved by the requisite majority of shareholders at  
          the general meeting referred to above.                                
Stellenbosch                                                          
          31 August 2006                                                        
          Corporate adviser and joint sponsor                                   
          PSG Capital Limited                                                   
Lead sponsor                                                          
          PricewaterhouseCoopers Corporate Finance (Pty) Ltd                    
          Independent expert                                                    
          BDO QuestCo (Pty) Ltd                                                 
Date: 31/08/2006 03:40:07 PM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department