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PSG - PSG Group Limited - Specific issue of ordinary shares for cash by PSG

Release Date: 29/08/2007 08:03
Code(s): PSG
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PSG - PSG Group Limited - Specific issue of ordinary shares for cash by PSG Group PSG Group Limited Incorporated In The Republic Of South Africa Registration Number 1970/008484/06 JSE Share Code: PSG & ISIN: ZAE000013017 ("PSG Group" Or "The Company") SPECIFIC ISSUE OF ORDINARY SHARES FOR CASH BY PSG GROUP 1. INTRODUCTION 1.1 Shareholders Are Advised That PSG Group Has Elected To Formally Pursue A Secondary Listing On The Official List Of The London Stock Exchange ("LSE"). In This Regard, In Order To Facilitate The Listing The Company Proposes To Issue Such Number Of Ordinary Shares In Order To Facilitate A Capital Raising In The United Kingdom At The Time Of Such Secondary Listing And/Or As Soon As Possible Thereafter Given Market Conditions. To This Effect PSG Group Is Required To Ask Its Shareholders To Approve The Specific Issue Of Shares For Cash And In The Event That PSG Group Shareholders Give Their Approval, It Will Be Valid For A Period Of 12 Months. 2 DETAILS OF THE SPECIFIC ISSUE OF SHARES FOR CASH 2.1 The Directors Have Elected To Issue And Allot Such Number Of Ordinary Shares, Up To A Maximum Of 18 Million Ordinary Shares, As May Be Required To Raise Up To Approximately R400 Million In Cash Pursuant To The Secondary Listing On The Official List Of The LSE As Mentioned Above, Market Conditions Permitting. 2.2 PSG Group Has Opted For A Specific Issue Of Shares For Cash To Allow Non- Public Shareholders And Related Parties To Participate In The Private Placement. The Specific Issue Of Shares To Related Parties Is Subject To A Positive Fair And Reasonable Opinion Issued By An Independent Professional Expert. Any Placement Of The Shares Will Be For A Minimum Of R 100 000 Per Applicant, Subject To Board Approval. 2.3 The Issue Price And The Extent Of Any Premium Or Discount At Which The Shares Will Be Issued Will Be Determined By Means Of A Book Building Exercise. If The Shares Are Issued At A Discount, The Maximum Discount At Which The Shares Will Be Issued Will Be 10% Of The 30 Day Volume Weighted Average Trading Price Of The Shares On The JSE Immediately Prior To Conduct And Conclusion Of The Book Building Exercise. 3 RESOLUTIONS TO BE TABLED AT THE GENERAL MEETING 3.1 The Specific Issue Of Ordinary Shares, Subject To A Maximum Of 18 Million Ordinary Shares, Is Subject To The Approval Of A Majority Of Not Less Than 75% Of The Votes Exercisable By Shareholders (Excluding Related Parties That Are Participating In The Specific Issue) Present And Voting, Either In Person Or By Proxy At A General Meeting. 3.2 A General Meeting Of PSG Group Shareholders Will Be Held At 09h30 On Wednesday, 19 September 2007 At The PSG Group`s Registered Office To Consider And If Deemed Fit, Approve, With Or Without Modification, The Resolutions As The Notice May Contain. 4 FINANCIAL EFFECTS OF THE SPECIFIC ISSUE OF SHARES FOR CASH The Unaudited Pro Forma Financial Effects Of The Specific Issue Set Out Below Are The Responsibility Of The Directors Of PSG Group. These Unaudited Pro Forma Financial Effects Have Been Presented For Illustrative Purposes Only And May Not Give A Fair Reflection Of PSG Group`s Financial Position Nor Of The Effect On Future Earnings Post The Implementation Of The Specific Issue. Audited Unaudited Actual Pro Forma Before The After The Increase/
Specific Specific (Decrease) Issue Issue (Cents)(1) (Cents) (%) Earnings Per Share 551,7 510,9 (7,4) Headline Earnings Per 519,3 481,8 (7,2) Share Diluted Earnings Per 538,8 500,1 (7,2) Share Diluted Headline 507,1 471,6 (7,0) Earnings Per Share Net Asset Value Per 1 585 1 675 5,7 Share Tangible Net Asset 1 151 1 280 11,1 Value Per Share Notes: 1 Extracted From The Audited Published Financial Results Of PSG Group For The Year Ended 28 February 2007. 2 The Earnings, Headline Earnings, Diluted Earnings And Diluted Headline Earnings Per Share Figures In The "Unaudited Pro Forma After The Specific Issue" Column Have Been Calculated On The Basis That The Specific Issue Was Effected On 1 March 2006. 3 The Net Asset Value And Tangible Net Asset Value Per Share Figures In The "Unaudited Pro Forma After The Specific Issue" Column Have Been Calculated On The Basis That The Specific Issue Was Effected On 28 February 2007. 4 It Was Assumed That 14,306 Million PSG Group Shares Were Issued At A 30 Day Volume Weighted Average Trading Price Of R27,96 Per Share As At 7 August 2007, Being The Last Practicable Date Prior To Finalisation Of The Pro Forma Financial Information, Raising R 400 Million In Cash. 5 It Was Assumed That Transaction Costs Of R25 Million Were Paid On 28 February 2007 And Set Off Against The Share Premium Account. 6 Interest Was Calculated At A Pre-Tax Rate Of 8.5% Per Year On The Net Cash Effect Taking Into Account The Dividends Assumed To Have Been Paid In Respect Of The Shares Issued And The Transaction Costs Paid. 7 Taxation Was Calculated At A Corporate Tax Rate Of 29%. 8. Secondary Taxation On Companies Was Calculated At 12,5% On The Additional Dividends Assumed To Have Been Paid In Respect Of The Shares Issued. A Circular, Containing Notice Of The General Meeting, was Posted To PSG Group Shareholders on Tuesday, 28 August 2007. Stellenbosch 29 August 2007 Corporate Adviser And Joint Sponsor In South Africa PSG Capital (Pty) Limited Lead Sponsor In South Africa BDO Questco (Pty) Limited Date: 29/08/2007 08:03:13 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

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