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PSG GROUP LIMITED - Exercise And Acceptance Of Options By Directors In Terms Of The PSG Group Limited Supplementary Share Incentive Trus

Release Date: 06/05/2014 17:42
Code(s): PSG     PDF:  
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Exercise And Acceptance Of Options By Directors In Terms Of The PSG Group Limited Supplementary Share Incentive Trus

PSG Group Limited
Incorporated in the Republic of South Africa
Registration number: 1970/008484/06
JSE share code: PSG
ISIN number: ZAE000013017
(“PSG Group” or “the company”)

EXERCISE AND ACCEPTANCE OF OPTIONS BY DIRECTORS IN TERMS OF THE PSG GROUP
LIMITED SUPPLEMENTARY SHARE INCENTIVE TRUST AND DEALING IN SECURITIES

In compliance with rules 3.63 to 3.74 of the JSE         Limited    Listings
Requirements, the following information is disclosed:

A) EXERCISE OF OPTIONS

1.
  NAME OF DIRECTOR             PJ Mouton
  COMPANY OF WHICH I AM A      PSG Group
  DIRECTOR
  STATUS:EXECUTIVE/NON-        Executive
  EXECUTIVE
  TYPE OF SECURITIES           Shares
  CLASS OF SECURITIES          Ordinary
  DATE OF TRANSACTION          6 May 2014
  OPTION STRIKE PRICE          R15.52028                           (1)
                               R22.09                              (2)
                               R39.61                              (3)
                               R47.39                              (4)
 NUMBER OF OPTIONS EXERCISED   35 233                              (1)
                               37 772                              (2)
                               75 465                              (3)
                               28 211                              (4)
 TOTAL RAND VALUE OF OPTIONS   R546 826.03                         (1)
                               R834 383.48                         (2)
                               R2 989 168.65                       (3)
                               R1 336 919.29                       (4)
 STRIKE DATE OF OPTIONS        20 April 2014                       (1)
                               28 February 2014                    (2) – (4)
 PERIOD OF EXERCISE            Participants have a 30-day          (1)
                               period from the strike date
                               during which options can be
                               exercised
                               Participants have a 90-day          (2) – (4)
                               period from the strike date
                               during which options can be
                               exercised
 NAME OF ASSOCIATE             K2013202275 (South Africa)
                               (Pty) Ltd
 RELATIONSHIP WITH DIRECTOR    Director is a director of the
                               associate and a trustee and
                               beneficiary of the shareholder
                               of the associate
 NATURE OF TRANSACTION         Acquisition of shares in PSG
                               Group through the exercise of
                                options(Off-market transaction)
 NATURE AND EXTENT OF          Indirect, Beneficial
 INTEREST IN THE TRANSACTION
 CLEARANCE OBTAINED             Yes

2.
  NAME OF DIRECTOR              WL Greeff
  COMPANY OF WHICH I AM A       PSG Group
  DIRECTOR
  STATUS:EXECUTIVE/NON-         Executive
  EXECUTIVE
  TYPE OF SECURITIES            Shares
  CLASS OF SECURITIES           Ordinary
  DATE OF TRANSACTION           6 May 2014
  OPTION STRIKE PRICE           R15.52028
  NUMBER OF OPTIONS EXERCISED   33 698
  TOTAL RAND VALUE OF OPTIONS   R523 002.40
  STRIKE DATE OF OPTIONS        20 April 2014
  PERIOD OF EXERCISE            Participants have a 30-day
                                period from the strike date
                                during which options can be
                                exercised
 NAME OF ASSOCIATE              Relta 15 (Pty) Ltd
 RELATIONSHIP WITH DIRECTOR     Director is a director of the
                                associate and a trustee and
                                beneficiary of the shareholder
                                of the associate
 NATURE OF TRANSACTION          Acquisition of shares in PSG
                                Group through the exercise of
                                options(Off-market transaction)
 NATURE AND EXTENT OF           Indirect, Beneficial
 INTEREST IN THE TRANSACTION
 CLEARANCE OBTAINED             Yes

3.
  NAME OF DIRECTOR              WL Greeff
  COMPANY OF WHICH I AM A       PSG Group
  DIRECTOR
  STATUS:EXECUTIVE/NON-         Executive
  EXECUTIVE
  TYPE OF SECURITIES            Shares
  CLASS OF SECURITIES           Ordinary
  DATE OF TRANSACTION           6 May 2014
  OPTION STRIKE PRICE           R15.52028                         (1)
                                R22.09                            (2)
                                R39.61                            (3)
                                R47.39                            (4)
 NUMBER OF OPTIONS EXERCISED    9 352                             (1)
                                6 672                             (2)
                                61 296                            (3)
                                22 680                            (4)
 TOTAL RAND VALUE OF OPTIONS    R145 145.65                       (1)
                                R147 384.48                       (2)
                                R2 427 934.56                     (3)
                                R1 074 805.20                     (4)
 STRIKE DATE OF OPTIONS         20 April 2014                     (1)
                                28 February 2014                  (2) – (4)
 PERIOD OF EXERCISE            Participants have a 30-day        (1)
                               period from the strike date
                               during which options can be
                               exercised
                               Participants have a 90-day        (2) – (4)
                               period from the strike date
                               during which options can be
                               exercised
 NATURE OF TRANSACTION         Acquisition of shares in PSG
                               Group through the exercise of
                               options(Off-market transaction)
 NATURE AND EXTENT OF          Direct, Beneficial
 INTEREST IN THE TRANSACTION
 CLEARANCE OBTAINED            Yes

4.
  NAME OF DIRECTOR             JA Holtzhausen
  COMPANY OF WHICH I AM A      PSG Group
  DIRECTOR
  STATUS:EXECUTIVE/NON-        Executive
  EXECUTIVE
  TYPE OF SECURITIES           Shares
  CLASS OF SECURITIES          Ordinary
  DATE OF TRANSACTION          6 May 2014
  OPTION STRIKE PRICE          R15.52028                         (1)
                               R22.09                            (2)
                               R39.61                            (3)
                               R47.39                            (4)
 NUMBER OF OPTIONS EXERCISED   32 862                            (1)
                               38 746                            (2)
                               49 443                            (3)
                               24 948                            (4)
 TOTAL RAND VALUE OF OPTIONS   R510 027.44                       (1)
                               R855 899.14                       (2)
                               R1 958 437.23                     (3)
                               R1 182 285.72                     (4)
 STRIKE DATE OF OPTIONS        20 April 2014                     (1)
                               28 February 2014                  (2) – (4)
 PERIOD OF EXERCISE            Participants have a 30-day        (1)
                               period from the strike date
                               during which options can be
                               exercised
                               Participants have a 90-day        (2) – (4)
                               period from the strike date
                               during which options can be
                               exercised
 NATURE OF TRANSACTION         Acquisition of shares in PSG
                               Group through the exercise of
                               options(Off-market transaction)
 NATURE AND EXTENT OF          Direct, Beneficial
 INTEREST IN THE TRANSACTION
 CLEARANCE OBTAINED             Yes

5.
  NAME OF DIRECTOR              JF Mouton
  COMPANY OF WHICH I AM A       PSG Group
  DIRECTOR
  STATUS:EXECUTIVE/NON-         Non-executive
  EXECUTIVE
  TYPE OF SECURITIES            Shares
  CLASS OF SECURITIES           Ordinary
  DATE OF TRANSACTION           6 May 2014
  OPTION STRIKE PRICE           R26.16                           (1)
                                R39.61                           (2)
                                R47.39                           (3)
 NUMBER OF OPTIONS EXERCISED    127 880                          (1)
                                50 488                           (2)
                                51 014                           (3)
 TOTAL RAND VALUE OF OPTIONS    R3 345 340.80                    (1)
                                R1 999 829.68                    (2)
                                R2 417 553.46                    (3)
 STRIKE DATE OF OPTIONS         22 April 2014                    (1)
                                28 February 2014                 (2) – (3)
 PERIOD OF EXERCISE             Participants have a 30-day       (1)
                                period from the strike date
                                during which options can be
                                exercised
                                Participants have a 90-day       (2) – (3)
                                period from the strike date
                                during which options can be
                                exercised
 NAME OF ASSOCIATE              JF Mouton Liefdadigheidstrust
 RELATIONSHIP WITH DIRECTOR     Director is the founder and a
                                trustee of the associate
 NATURE OF TRANSACTION          Taken delivery of shares by an
                                associate of the director
                                pursuant to the assignment of
                                rights and obligations
 NATURE AND EXTENT OF           Indirect, Non-beneficial
 INTEREST IN THE TRANSACTION
 CLEARANCE OBTAINED             Yes

6.
  NAME OF DIRECTOR              B van der Linde
  MAJOR SUBSIDIARY OF WHICH I   Curro Holdings Limited
  AM A DIRECTOR
  STATUS:EXECUTIVE/NON-         Executive
  EXECUTIVE
  TYPE OF SECURITIES            Shares
  CLASS OF SECURITIES           Ordinary
  DATE OF TRANSACTION           6 May 2014
  OPTION STRIKE PRICE           R15.52028                        (1)
                                R22.09                           (2)
 NUMBER OF OPTIONS EXERCISED    14 413                           (1)
                                3 163                            (2)
 TOTAL RAND VALUE OF OPTIONS    R223 693.80                       (1)
                                R69 870.67                        (2)
 STRIKE DATE OF OPTIONS         20 April 2014                     (1)
                                28 February 2014                  (2)
 PERIOD OF EXERCISE             Participants have a 30-day        (1)
                                period from the strike date
                                during which options can be
                                exercised
                                Participants have a 90-day        (2)
                                period from the strike date
                                during which options can be
                                exercised
 NATURE OF TRANSACTION          Acquisition of shares in PSG
                                Group through the exercise of
                                options(Off-market transaction)
 NATURE AND EXTENT OF           Direct, Beneficial
 INTEREST IN THE TRANSACTION
 CLEARANCE OBTAINED             Yes

7.
  NAME OF DIRECTOR              N Celliers
  MAJOR SUBSIDIARY OF WHICH I   Zeder Investments Limited
  AM A DIRECTOR
  STATUS:EXECUTIVE/NON-         Executive
  EXECUTIVE
  TYPE OF SECURITIES            Shares
  CLASS OF SECURITIES           Ordinary
  DATE OF TRANSACTION           6 May 2014
  OPTION STRIKE PRICE           R47.39
  NUMBER OF OPTIONS EXERCISED   7 913
  TOTAL RAND VALUE OF OPTIONS   R374 997.07
  STRIKE DATE OF OPTIONS        28 February 2014
  PERIOD OF EXERCISE            Participants have a 90-day
                                period from the strike date
                                during which options can be
                                exercised
 NAME OF ASSOCIATE              Norman Celliers Trust
 RELATIONSHIP WITH DIRECTOR     Director is a trustee of the
                                associate
 NATURE OF TRANSACTION          Acquisition of shares in PSG
                                Group through the exercise of
                                options(Off-market transaction)
 NATURE AND EXTENT OF           Indirect, Non-beneficial
 INTEREST IN THE TRANSACTION
 CLEARANCE OBTAINED             Yes

Clearance to deal in these shares was obtained in accordance with rule
3.66 of the JSE Limited Listings Requirements.

B) ACCEPTANCE OF OPTIONS

The following share option awards were accepted in terms of the PSG Group
Limited Supplementary Share Incentive Trust:
1.
  NAME OF DIRECTOR               PJ Mouton
  COMPANY OF WHICH I AM A        PSG Group
  DIRECTOR
  STATUS:EXECUTIVE/NON-          Executive
  EXECUTIVE
  TYPE AND CLASS OF SECURITIES   Share options to acquire
                                 ordinary shares
 DATE OF AWARD                   28 February 2014
 DATE OF ACCEPTANCE              6 May 2014
 OPTION STRIKE PRICE             R83.23 (PSG Group’s 30-day
                                 volume weighted average traded
                                 price at 28 February 2014)
 NUMBER OF OPTIONS AWARDED       661 884
 TOTAL RAND VALUE OF OPTIONS     R55 088 605.32
 STRIKE DATE OF OPTIONS          Exercisable in tranches of 25%
                                 each on the 2nd, 3rd, 4th and 5th
                                 anniversary of the award
 NATURE OF TRANSACTION           Award of options to acquire
                                 ordinary shares in terms of a
                                 share incentive scheme
 NATURE AND EXTENT OF            Direct, Beneficial
 INTEREST IN THE TRANSACTION
 CLEARANCE OBTAINED              Yes

2.
  NAME OF DIRECTOR               WL Greeff
  COMPANY OF WHICH I AM A        PSG Group
  DIRECTOR
  STATUS:EXECUTIVE/NON-          Executive
  EXECUTIVE
  TYPE AND CLASS OF SECURITIES   Share options to acquire
                                 ordinary shares
 DATE OF AWARD                   28 February 2014
 DATE OF ACCEPTANCE              6 May 2014
 OPTION STRIKE PRICE             R83.23 (PSG Group’s 30-day
                                 volume weighted average traded
                                 price at 28 February 2014)
 NUMBER OF OPTIONS AWARDED       601 428
 TOTAL RAND VALUE OF OPTIONS     R50 056 852.44
 STRIKE DATE OF OPTIONS          Exercisable in tranches of 25%
                                 each on the 2nd, 3rd, 4th and 5th
                                 anniversary of the award
 NATURE OF TRANSACTION           Award of options to acquire
                                 ordinary shares in terms of a
                                 share incentive scheme
 NATURE AND EXTENT OF            Direct, Beneficial
 INTEREST IN THE TRANSACTION
 CLEARANCE OBTAINED              Yes

3.
 NAME OF DIRECTOR                JA Holtzhausen
 COMPANY OF WHICH I AM A         PSG Group
 DIRECTOR
 STATUS:EXECUTIVE/NON-           Executive
 EXECUTIVE
 TYPE AND CLASS OF SECURITIES    Share options to acquire
                                 ordinary shares
 DATE OF AWARD                   28 February 2014
 DATE OF ACCEPTANCE              6 May 2014
 OPTION STRIKE PRICE             R83.23 (PSG Group’s 30-day
                                 volume weighted average traded
                                 price at 28 February 2014)
 NUMBER OF OPTIONS AWARDED       602 244
 TOTAL RAND VALUE OF OPTIONS     R50 124 768.12
 STRIKE DATE OF OPTIONS          Exercisable in tranches of 25%
                                 each on the 2nd, 3rd, 4th and 5th
                                 anniversary of the award
 NATURE OF TRANSACTION           Award of options to acquire
                                 ordinary shares in terms of a
                                 share incentive scheme
 NATURE AND EXTENT OF            Direct, Beneficial
 INTEREST IN THE TRANSACTION
 CLEARANCE OBTAINED              Yes

4.
 NAME OF DIRECTOR                JF Mouton
 COMPANY OF WHICH I AM A         PSG Group
 DIRECTOR
 STATUS:EXECUTIVE/NON-           Non-executive
 EXECUTIVE
 TYPE AND CLASS OF SECURITIES    Share options to acquire
                                 ordinary shares
 DATE OF AWARD                   28 February 2014
 DATE OF ACCEPTANCE              6 May 2014
 OPTION STRIKE PRICE             R83.23 (PSG Group’s 30-day
                                 volume weighted average traded
                                 price at 28 February 2014)
 NUMBER OF OPTIONS AWARDED       643 824
 TOTAL RAND VALUE OF OPTIONS     R53 585 471.52
 STRIKE DATE OF OPTIONS          Exercisable in tranches of 25%
                                 each on the 2nd, 3rd, 4th and 5th
                                 anniversary of the award
 NATURE OF TRANSACTION           Award of options to acquire
                                 ordinary shares in terms of a
                                 share incentive scheme
 NATURE AND EXTENT OF            Direct, Beneficial
 INTEREST IN THE TRANSACTION
 CLEARANCE OBTAINED              Yes

5.
 NAME OF DIRECTOR                N Celliers
 MAJOR SUBSIDIARY OF WHICH I     Zeder Investments Limited
 AM A DIRECTOR
 STATUS:EXECUTIVE/NON-           Executive
 EXECUTIVE
 TYPE AND CLASS OF SECURITIES    Share options to acquire
                                 ordinary shares
 DATE OF AWARD                   28 February 2014
 DATE OF ACCEPTANCE              6 May 2014
 OPTION STRIKE PRICE             R83.23 (PSG Group’s 30-day
                                 volume weighted average traded
                                 price at 28 February 2014)
 NUMBER OF OPTIONS AWARDED       8 110
 TOTAL RAND VALUE OF OPTIONS     R674 995.30
 STRIKE DATE OF OPTIONS          Exercisable in tranches of 25%
                                 each on the 2nd, 3rd, 4th and 5th
                                 anniversary of the award
 NATURE OF TRANSACTION           Award of options to acquire
                                 ordinary shares in terms of a
                                 share incentive scheme
 NATURE AND EXTENT OF            Direct, Beneficial
 INTEREST IN THE TRANSACTION
 CLEARANCE OBTAINED              Yes

Clearance to accept these share option awards was obtained in accordance
with rule 3.66 of the JSE Limited Listings Requirements.

C) DEALING IN SECURITIES

1.
  NAME OF DIRECTOR             WL Greeff
  COMPANY OF WHICH I AM A      PSG Group
  DIRECTOR
  STATUS:EXECUTIVE/NON-        Executive
  EXECUTIVE
  TYPE OF SECURITIES           Shares
  CLASS OF SECURITIES          Ordinary
  DATE OF TRANSACTION          6 May 2014
  CENTS PER SHARE              10 798
  NUMBER OF SECURITIES         100 000
  TRANSACTED
  TOTAL RAND VALUE OF          R10 798 000.00
  SECURITIES
  NATURE OF TRANSACTION        Disposal of shares in PSG Group
                               to settle share incentive
                               scheme obligations(Off-market
                               transaction)
 NATURE AND EXTENT OF          Direct, Beneficial
 INTEREST IN THE TRANSACTION
 CLEARANCE OBTAINED            Yes

2.
  NAME OF DIRECTOR             JA Holtzhausen
  COMPANY OF WHICH I AM A      PSG Group
  DIRECTOR
  STATUS:EXECUTIVE/NON-        Executive
  EXECUTIVE
  TYPE OF SECURITIES           Shares
  CLASS OF SECURITIES          Ordinary
  DATE OF TRANSACTION          6 May 2014
  CENTS PER SHARE              10 798
  NUMBER OF SECURITIES         100 000
  TRANSACTED
  TOTAL RAND VALUE OF          R10 798 000.00
  SECURITIES
  NATURE OF TRANSACTION        Disposal of shares in PSG Group
                               to settle share incentive
                               scheme obligations(Off-market
                               transaction)
  NATURE AND EXTENT OF         Direct, Beneficial
  INTEREST IN THE TRANSACTION
  CLEARANCE OBTAINED           Yes

3.
  NAME OF DIRECTOR             JF Mouton
  COMPANY OF WHICH I AM A      PSG Group
  DIRECTOR
  STATUS:EXECUTIVE/NON-        Non-executive
  EXECUTIVE
  TYPE OF SECURITIES           Shares
  CLASS OF SECURITIES          Ordinary
  DATE OF TRANSACTION          6 May 2014
  CENTS PER SHARE              10 798
  NUMBER OF SECURITIES         200 000
  TRANSACTED
  TOTAL RAND VALUE OF          R21 596 000.00
  SECURITIES
  NAME OF ASSOCIATE            Dana Beleggings (Pty) Ltd
  RELATIONSHIP WITH DIRECTOR   Director is a director of the
                               associate
  NATURE OF TRANSACTION        Acquisition of shares in PSG
                               Group (Off-market transaction)
  NATURE AND EXTENT OF         Indirect, Non-beneficial
  INTEREST IN THE TRANSACTION
  CLEARANCE OBTAINED           Yes

Clearance to deal in these shares was obtained in accordance with rule
3.66 of the JSE Limited Listings Requirements.

Stellenbosch
6 May 2014

Sponsor
PSG Capital

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