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PSG - PSG Group Limited - General repurchase of shares 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") GENERAL REPURCHASE OF SHARES Shareholders are advised that PSG Group has cumulatively repurchased 6 363 488 of its own shares (comprising 3.2% of its issued share capital), out of the Company`s available cash recourses. The shares were repurchased for an aggregate price of R140 402 123 in the following tranches: 500 000 on 14 January 2010 at 2 240 cents per share; 153 532 on 22 January 2010 at 2 247 cents per share; 85 890 on 25 January 2010 at 2 250 cents per share; 260 578 on 26 January 2010 at 2 235 cents per share; 1 595 914 on 4 February 2010 at 2 200 cents per share; 3 767 574 on 23 February 2010 at 2 200 cents per share. The repurchases were made in terms of the general authority granted by the shareholders at the annual general meeting of the Company held on 19 June 2009 and were affected through the order book operated by the JSE trading system without any prior understanding or arrangement between the Company and the counter parties. The shares repurchased in terms of numbers 1 to 5 above were de-listed and cancelled with effect from Monday, 22 February 2010. The shares repurchased in terms of number 6 above will be de-listed and cancelled upon registration of the shares in the name of PSG Group. PSG Group is entitled to repurchase a further 32 152 389 shares (16.7% of the shares in issue as at the date of the authority), in terms of the current general authority, which is valid until PSG Group`s next annual general meeting. OPINION OF THE BOARD OF THE COMPANY The board of PSG Group has considered the effect of the repurchases and is of the opinion that, for a period of 12 months following the date of this announcement: The Company and the Group will be able to repay their debts, in the ordinary course of business; The consolidated assets of the Company and the Group will be in excess of the consolidated liabilities of the Company and the Group; The Company`s and the Group`s ordinary capital and reserves will be adequate for the purposes of the business of the Company and the Group; and The Company and the Group will have sufficient working capital for ordinary business purposes. PRO FORMA FINANCIAL EFFECTS OF THE REPURCHASES The unaudited pro forma financial effects, as set out below, have been prepared to assist PSG Group shareholders in assessing the impact of the repurchases on earnings per share, headline earnings per share, net asset value per share and net tangible asset value per share of PSG Group as at and for the six months ended 31 August 2009. These unaudited pro forma financial effects have been prepared for illustrative purposes only and because of their nature, may not fairly present PSG Group`s financial position after the repurchases. The directors of PSG Group are responsible for the preparation of the financial effects and they have not been reviewed by PSG Group`s auditors. Before the After the % change repurchases repurchases (cents) (cents)
Earnings per share 112.6 114.2 1.4% Headline earnings per share 135.9 138.4 1.8% Diluted earnings per share 112.3 113.9 1.4% Diluted headline earnings per 135.6 138.0 1.8% share Net asset value per share 1 703 1 683 (1.2%) Tangible net asset value per 1 254 1 218 (2.9%) share NOTES AND ASSUMPTIONS The figures set out in the "Before the repurchases" column have been extracted from the unaudited interim results for the six months ended 31 August 2009. The repurchases are assumed to have been implemented on 1 March 2009 for earnings and headline earnings per share purposes and on 31 August 2009 for net asset and tangible net asset value per share purposes. It is assumed that the repurchases were funded out of the available cash recourses of the Company, which were earning interest at an after tax interest rate of 6.4% per annum. Stellenbosch 25 February 2010 Sponsor PSG Capital (Pty) Limited Date: 25/02/2010 09:00:20 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.
