PSG - PSG Group - Final Terms Of The Paladin Rights Offer

PSG - PSG Group - Final Terms Of The Paladin Rights Offer                       
PSG Group Limited                                                               
Incorporated in the Republic of South Africa                                    
(Registration number 1970/008484/06)                                            
Share code: PSG                                                                 
ISIN code: ZAE000013017                                                         
("PSG Group" or "the Company")                                                  
FINAL TERMS OF THE PALADIN RIGHTS OFFER                                         
1.   Introduction                                                               
    PSG Group shareholders are referred to the SENS and press announcement of   
    Wednesday, 26 August 2009 ("the PSG Group announcement"), in terms of which 
it was announced that a subsidiary of PSG Group, Paladin Capital Limited    
    ("Paladin"), had resolved to proceed with a renounceable rights offer of    
    approximately R150 000 000 as soon as possible after its listing on the     
    Alternative Exchange ("Altx") of the JSE Limited ("JSE") ("the Paladin      
Rights Offer").                                                             
    In terms of the aforegoing, PSG Group will renounce approximately 64% of    
    its rights arising from the Paladin Rights Offer in favour of its           
    shareholders on a pro rata basis ("PSG renunciation"). Such PSG Group       
shareholders will then be able to participate in the Paladin Rights Offer   
    as if they are Paladin shareholders.                                        
2.   Final terms of the Paladin Rights Offer                                    
    2.1  The Board of PSG Group ("the Board") is pleased to announce that the   
terms and conditions relating to the Paladin Rights Offer, insofar as  
         PSG Group shareholders will be participating therein, as well as the   
         timetable relating thereto, as previously included in the              
         announcement, remain unchanged.                                        
2.2  Such salient terms for PSG Group shareholders include:                 
                Total amount sought  R150 000 000 in aggregate,                 
                to be raised in      R90 139 884 will be raised from            
                terms of the         PSG shareholders in terms of the           
Paladin Rights       PSG renunciation                           

                Offer                                                           
                                                                                
                Total number of      77 042 636 ordinary shares with a          
Rights Offer shares  par value of R0.0001 each in the           

                to be issued         issued ordinary share capital of           
                pursuant the PSG     Paladin                                    
                renunciation                                                    


                Ratio of             One rights offer share for every           
                entitlement for a    2.38095 PSG Group ordinary shares          
                PSG Group            held by a qualifying PSG Group             
shareholder          shareholder on the record date,            

                                     Friday 18 September 2009                   
                                                                                
                Paladin Rights       117 cents per rights offer share           
Offer issue price                                               

    2.3  The issue price of 117 cents per rights offer share represents a       
         discount of 25% to the intrinsic value per Paladin share of 156 cents  
         per share as calculated on 20 August 2009.                             
2.4  The Paladin Rights Offer will not be underwritten.                     
    2.5  Qualifying shareholders will not be entitled to apply for any excess   
         applications for rights offer shares.                                  
    2.6  Paladin has received irrevocable undertakings from certain PSG Group   
and Paladin directors stipulating the manner in which they will deal   
         with their rights in terms of the Paladin Rights Offer.                
    2.7  All regulatory approvals, which include formal approval from the JSE,  
         the registration of the Paladin Rights Offer circular and form of      
instruction with the Registrar of Companies and the necessary exchange 
         control approval from the South African Reserve Bank, have been        
         obtained.                                                              
    2.8  The nil paid letters of allocation will trade under the share code     
"PLDN" and ISIN number "ZAE000139119".                                 
3.   Pro Forma financial information                                            
    PSG Group shareholders are referred to Paladin`s SENS announcement released 
    simultaneously with this announcement regarding the unaudited pro forma     
financial effects of the Paladin Rights Offer.                              
4.   Posting of the Paladin Rights Offer circular                               
    A cover letter, containing full details of the Paladin Rights Offer, will   
    be sent to qualifying PSG Group shareholders along with the Paladin Rights  
Offer circular and form of instruction, in respect of certificated PSG      
    Group shareholders, on or about Monday, 21 September 2009.                  
Stellenbosch                                                                    
4 September 2009                                                                
Sponsor                                                                         
PSG Capital (Pty) Limited                                                       
Date: 04/09/2009 10:01:03 Supplied by www.sharenet.co.za                     
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