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

Release Date: 03/03/2015 10:45
Code(s): PSG     PDF:  
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Exercise And Acceptance Of Options By Directors In Terms Of The PSG Group Limited Supplementary SIT

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

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

A) EXERCISE OF OPTIONS

The following share options were exercised 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 OF SECURITIES           Shares
  CLASS OF SECURITIES          Ordinary
  DATE OF TRANSACTION          27 February 2015
  OPTION STRIKE PRICE          R22.09                             (1)
                               R39.61                             (2)
                               R47.39                             (3)
                               R61.50                             (4)
  NUMBER OF OPTIONS EXERCISED  37 770                             (1)
                               75 465                             (2)
                               28 211                             (3)
                               32 263                             (4)
  TOTAL RAND VALUE OF OPTIONS  R834 339.30                        (1)
                               R2 989 168.65                      (2)
                               R1 336 919.29                      (3)
                               R1 984 174.50                      (4)
  STRIKE DATE OF OPTIONS       27 February 2015                   (1) – (4)
  PERIOD OF EXERCISE           Participants have a 90-day         (1) – (4)
                               period from the strike date
                               during which options can be
                               exercised
  NAME OF ASSOCIATE            Jufrapi Investments (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          27 February 2015
  OPTION STRIKE PRICE          R22.09                           (1)
                               R39.61                           (2)
                               R47.39                           (3)
                               R61.50                           (4)
  NUMBER OF OPTIONS EXERCISED  6 670                            (1)
                               61 296                           (2)
                               22 680                           (3)
                               26 045                           (4)
  TOTAL RAND VALUE OF OPTIONS  R147 340.30                      (1)
                               R2 427 934.56                    (2)
                               R1 074 805.20                    (3)
                               R1 601 767.50                    (4)
  STRIKE DATE OF OPTIONS       27 February 2015                 (1) – (4)
  PERIOD OF EXERCISE           Participants have a 90-day       (1) – (4)
                               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             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          27 February 2015
  OPTION STRIKE PRICE          R22.09                           (1)
                               R39.61                           (2)
                               R47.39                           (3)
                               R61.50                           (4)
  NUMBER OF OPTIONS EXERCISED  38 744                           (1)
                               49 443                           (2)
                               24 948                           (3)
                               25 885                           (4)
  TOTAL RAND VALUE OF OPTIONS  R855 854.96                      (1)
                               R1 958 437.23                    (2)
                               R1 182 285.72                    (3)
                               R1 591 927.50                    (4)
  STRIKE DATE OF OPTIONS       27 February 2015                 (1) – (4)
  PERIOD OF EXERCISE           Participants have a 90-day       (1) – (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             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          27 February 2015
  OPTION STRIKE PRICE          R39.61                           (1)
                               R47.39                           (2)
                               R61.50                           (3)
  NUMBER OF OPTIONS EXERCISED  50 488                           (1)
                               51 014                           (2)
                               42 791                           (3)
  TOTAL RAND VALUE OF OPTIONS  R1 999 829.68                    (1)
                               R2 417 553.46                    (2)
                               R2 631 646.50                    (3)
  STRIKE DATE OF OPTIONS       27 February 2015                 (1) – (3)
  PERIOD OF EXERCISE           Participants have a 90-day       (1) – (3)
                               period from the strike date
                               during which options can be
                               exercised
  NAME OF ASSOCIATE            Dana Beleggings (Pty) Ltd
  RELATIONSHIP WITH DIRECTOR   Director is a director of the
                               associate and a trustee 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, Non-beneficial
  INTEREST IN THE TRANSACTION
  CLEARANCE OBTAINED           Yes

5.
  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           27 February 2015
  OPTION STRIKE PRICE           R22.09
  NUMBER OF OPTIONS EXERCISED   3 162
  TOTAL RAND VALUE OF OPTIONS   R69 848.58
  STRIKE DATE OF OPTIONS        27 February 2015
  PERIOD OF EXERCISE            Participants have a 90-day
                                period from the strike date
                                during which options can be
                                exercised
  NAME OF ASSOCIATE             Waterweg Trust
  RELATIONSHIP WITH DIRECTOR    Director is a trustee and
                                beneficiary 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

6.
  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           27 February 2015
  OPTION STRIKE PRICE           R47.39                          (1)
                                R61.50                          (2)
  NUMBER OF OPTIONS EXERCISED   7 913                           (1)
                                6 098                           (2)
  TOTAL RAND VALUE OF OPTIONS   R374 997.07                     (1)
                                R375 027.00                     (2)
  STRIKE DATE OF OPTIONS        27 February 2015                (1) – (2)
  PERIOD OF EXERCISE            Participants have a 90-day      (1) – (2)
                                period from the strike date
                                during which options can be
                                exercised
  NAME OF ASSOCIATE             Namron Investments (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

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                  27 February 2015
  DATE OF ACCEPTANCE             27 February 2015
  OPTION STRIKE PRICE            R136.84 (PSG Group’s 30-day
                                 volume weighted average traded
                                 price at 27 February 2015)
  NUMBER OF OPTIONS AWARDED      74 693
  TOTAL RAND VALUE OF OPTIONS    R10 220 990.12
  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

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                  27 February 2015
  DATE OF ACCEPTANCE             27 February 2015
  OPTION STRIKE PRICE            R136.84 (PSG Group’s 30-day
                                 volume weighted average traded
                                 price at 27 February 2015)
  NUMBER OF OPTIONS AWARDED      57 406
  TOTAL RAND VALUE OF OPTIONS    R7 855 437.04
  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                  27 February 2015
  DATE OF ACCEPTANCE             27 February 2015
  OPTION STRIKE PRICE            R136.84 (PSG Group’s 30-day
                                 volume weighted average traded
                                 price at 27 February 2015)
  NUMBER OF OPTIONS AWARDED      58 986
  TOTAL RAND VALUE OF OPTIONS    R8 071 644.24
  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                  27 February 2015
  DATE OF ACCEPTANCE             27 February 2015
  OPTION STRIKE PRICE            R136.84 (PSG Group’s 30-day
                                 volume weighted average traded
                                 price at 27 February 2015)
  NUMBER OF OPTIONS AWARDED      94 936
  TOTAL RAND VALUE OF OPTIONS    R12 991 042.24
  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                  27 February 2015
  DATE OF ACCEPTANCE             27 February 2015
  OPTION STRIKE PRICE            R136.84 (PSG Group’s 30-day
                                 volume weighted average traded
                                 price at 27 February 2015)
  NUMBER OF OPTIONS AWARDED      9 866
  TOTAL RAND VALUE OF OPTIONS    R1 350 063.44
  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

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

Stellenbosch
3 March 2015

Sponsor
PSG Capital

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