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Tue 27 Nov 2007, 8:01 UCS - UCS Group Limited - Audited results for the
UCS
 UCS                                                                             
UCS - UCS Group Limited - Audited results for the year ended 30 September 2007  
                        and dividend declaration                                
UCS Group Limited                                                               
Incorporated in the Republic of South Africa                                    
Reg No. 1993/002253/06                                                          
ISIN:   ZAE000016150                                                            
JSE code:  UCS                                                                  
Audited results for the year ended 30 September 2007 UCS is an IT business with 
a primary focus on Software, Solutions and Services for selected markets.       
35% increase in Revenue                                                         
64% increase in EBITDA                                                          
61% increase in HEPS                                                            
49% increase in Cash generated from operations                                  
John Bright, CEO of the UCS Group commented "The Group has recorded another set 
of excellent results for the year to September 2007. All business units         
performed in line with, or exceeded expectations in terms of trading results for
the period and are expected to continue this trend into the new year. There are 
challenges, however, with many major retailers facing a slowdown in consumer    
spending. Despite this, we believe that the platform that we have in place will 
allow us to continue the growth momentum established over the past years.       
Overall, the Group is well positioned, strategically as well as operationally,  
to deliver good growth in operating profits and cash flows for our 2008 year."  
Enquiries:                                                                      
UCS Group Limited             011 712 1300                                      
John Bright, CEO              082 900 4793                                      
Dean Sparrow, CFO             082 494 6803                                      
College Hill                  011 447 3030                                      
Johannes Van Niekerk          082 921 9110                                      
Fred Cornet                   083 307 8286                                      
Condensed Income Statement                                                      
for the year ended 30 September 2007                                            
Audited     Audited                         
                                  12 months   12 months                         
                                  30/9/2007   30/9/2006                         
                                      R`000       R`000  % change               
Revenue                            1 070 539     793 367      34,9              
Profit from operations before                                                   
depreciation, amortisation and                                                  
research                                                                        
and development expenditure          270 613     170 949      58,3              
 Amortisation of intangible        (27 954)    (19 874)      40,7               
assets                                                                          
 Depreciation of property, plant                                                
and equipment                                                                   
(including rental equipment)        (34 124)    (27 518)      24,0              
 Adjustment to goodwill             (1 270)     (4 344)    (70,8)               
 Research and development          (21 425)    (18 872)      13,5               
expenditure                                                                     
Profit before interest and           185 840     100 341      85,2              
taxation                                                                        
Finance charges                      (8 281)     (9 647)    (14,2)              
Investment revenues                    6 963       4 493      55,0              
Profit before taxation               184 522      95 187      93,9              
Taxation                            (17 916)     (5 371)     233,6              
Profit for the year                  166 606      89 816      85,5              
Attributable to:                                                                
Equity holders` of the parent        153 254      83 458      83,6              
Minority interest                     13 352       6 358     110,0              
Earnings per share (cents)                                                      
Basic                                 57,4        34,3      67,3               
 Diluted                               54,1        32,3      67,5               
Dividends paid per share (cents)         8,0         6,0      33,3              
Net asset value per share (cents)      136,5       120,8      13,0              
Ordinary shares in issue (`000)      283 841     249 108      13,9              
Weighted average number of                                                      
ordinary shares                                                                 
in issue (`000)                      267 098     243 134       9,9              
Diluted number of ordinary shares    283 496     258 373       9,7              
(`000)                                                                          
Headline earnings per share                                                     
(cents) restated                                                                
in accordance with circular 8/2007                                              
 Basic                                 34,7        21,6      60,6               
 Diluted                               32,7        20,2      61,9               
Condensed Balance Sheet at 30 September 2007                                    
Audited      Audited                 
                                        30/09/2007   30/09/2006                 
                                             R`000        R`000                 
ASSETS                                                                          
Non-current assets                          430 733      343 547                
Property, plant and equipment                72 754       52 502                
(including rental equipment)                                                    
Intangible assets                            65 775      122 037                
Goodwill                                    250 522      135 849                
Investments and loans receivable              7 028        7 264                
Deferred tax assets                          34 654       25 895                
Current assets                              371 582      269 833                
Inventory                                    28 034       23 148                
Trade and other receivables                 182 048      148 783                
Loans receivable                             15 915            -                
Taxation                                        762        1 070                
Cash and cash equivalents                   144 823       96 832                
Total assets                                802 315      613 380                
EQUITY AND LIABILITIES                                                          
Capital and reserves                        410 769      339 444                
Equity attributable to equity holders`      387 402      300 996                
of the parent                                                                   
Minority interest                            23 367       38 448                
Non-current liabilities                      65 406       76 842                
Long and medium term loans                   55 277       57 325                
Revenue received in advance                       -        7 048                
Deferred tax liabilities                     10 129       12 469                
Current liabilities                         326 140      197 094                
Trade and other payables                    205 980      158 813                
Current portion of long and medium term      93 543       23 896                
loans                                                                           
Revenue received in advance                   7 408        9 313                
Taxation                                     19 209        5 072                
Total equity and liabilities                802 315      613 380                
Condensed Statement Of Changes In Equity                                        
for the year ended 30 September 2007                                            
Share           
                                    Preference                  based           
                           Share         share        Share   payment           
                         capital       capital      premium   reserve           
R`000         R`000        R`000     R`000           
Balance at 1                1 209            35       62 831     6 059          
October 2005                                                                    
Exchange                                                                        
differences arising                                                             
on translation of                                                               
foreign operations                                                              
Net loss recognised                                                             
directly in equity                                                              
Net profit for the                                                              
period                                                                          
Total recognised                                                                
income and expense                                                              
for the year                                                                    
Ordinary shares                31                      7 059                    
issued at a premium                                                             
Preference shares               6           (6)                                 
converted to                                                                    
ordinary shares                                                                 
Preference shares                           (4)        (123)                    
repurchased                                                                     
Increase in share                                                2 034          
based payment                                                                   
reserve                                                                         
Minority acquired                                                               
share of equity in                                                              
subsidiaries                                                                    
Dividend paid                                                                   
Balance at 30               1 246            25       69 767     8 093          
September 2006                                                                  
Exchange                                                                        
differences arising                                                             
on translation of                                                               
foreign operations                                                              
Net loss recognised                                                             
directly in equity                                                              
Net profit for the                                                              
period                                                                          
Total recognised                                                                
income and expense                                                              
for the year                                                                    
Ordinary shares               167                     84 457                    
issued at a premium                                                             
net of share issue                                                              
costs                                                                           
Fair value                                                                      
adjustments for                                                                 
equity instruments                                                              
issued or to be                                       37 337                    
issued                                                                          
Preference shares               6           (6)                                 
converted to                                                                    
ordinary shares                                                                 
Preference shares                           (1)         (35)                    
repurchased                                                                     
Treasury shares               (9)                    (8 076)                    
held                                                                            
Increase in share                                                4 246          
based payment                                                                   
reserve                                                                         
Argility Limited                                   (158 448)                    
unbundling dividend                                                             
in specie                                                                       
Dividend paid                                                                   
Minority acquired                                                               
share of equity in                                                              
subsidiaries                                                                    
Minorities share of                                                             
equity acquired                                                                 
Balance at 30               1 410            18       25 002    12 339          
September 2007                                                                  
                Foreign              Attributable                               
currency                 to equity                               
            translation  Accumulated   holders of  Minority     Total           
                reserve       profit   the parent  interest    Equity           
                  R`000        R`000        R`000     R`000     R`000           
Balance at 1         205      153 614      223 953     1 394   225 347          
October 2005                                                                    
Exchange           (545)                     (545)               (545)          
differences                                                                     
arising on                                                                      
translation                                                                     
of foreign                                                                      
operations                                                                      
Net loss           (545)                     (545)               (545)          
recognised                                                                      
directly in                                                                     
equity                                                                          
Net profit                     83 458       83 458     6 358    89 816          
for the                                                                         
period                                                                          
Total              (545)       83 458       82 913     6 358    89 271          
recognised                                                                      
income and                                                                      
expense for                                                                     
the year                                                                        
Ordinary                                     7 090               7 090          
shares                                                                          
issued at a                                                                     
premium                                                                         
Preference                                       -                   -          
shares                                                                          
converted to                                                                    
ordinary                                                                        
shares                                                                          
Preference                                   (127)               (127)          
shares                                                                          
repurchased                                                                     
Increase in                                  2 034       156     2 190          
share based                                                                     
payment                                                                         
reserve                                                                         
Minority                                         -    32 412    32 412          
acquired                                                                        
share of                                                                        
equity in                                                                       
subsidiaries                                                                    
Dividend                     (14 867)     (14 867)   (1 872)  (16 739)          
paid                                                                            
Balance at         (340)      222 205      300 996    38 448   339 444          
30 September                                                                    
2006                                                                            
Exchange              99                        99                  99          
differences                                                                     
arising on                                                                      
translation                                                                     
of foreign                                                                      
operations                                                                      
Net loss              99                        99                  99          
recognised                                                                      
directly in                                                                     
equity                                                                          
Net profit                    153 254      153 254    13 352   166 606          
for the                                                                         
period                                                                          
Total                 99      153 254      153 353    13 352   166 705          
recognised                                                                      
income and                                                                      
expense for                                                                     
the year                                                                        
Ordinary                                    84 624              84 624          
shares                                                                          
issued at a                                                                     
premium net                                                                     
of share                                                                        
issue costs                                                                     
Fair value                                                                      
adjustments                                                                     
for equity                                                                      
instruments                                                                     
issued or to                                37 337              37 337          
be issued                                                                       
Preference                                       -                   -          
shares                                                                          
converted to                                                                    
ordinary                                                                        
shares                                                                          
Preference                                    (36)                (36)          
shares                                                                          
repurchased                                                                     
Treasury                                   (8 085)             (8 085)          
shares held                                                                     
Increase in                                  4 246       224     4 470          
share based                                                                     
payment                                                                         
reserve                                                                         
Argility                      (5 224)    (163 672)                (163          
Limited                                                           672)          
unbundling                                                                      
dividend in                                                                     
specie                                                                          
Dividend                     (21 361)     (21 361)   (3 292)  (24 653)          
paid                                                                            
Minority                                         -     3 067     3 067          
acquired                                                                        
share of                                                                        
equity in                                                                       
subsidiaries                                                                    
Minorities                                       -  (28 432)  (28 432)          
share of                                                                        
equity                                                                          
acquired                                                                        
Balance at         (241)      348 874      387 402    23 367   410 769          
30 September                                                                    
2007                                                                            
Condensed Cash Flow Statement                                                   
for the year ended 30 September 2007                                            
                                    Audited     Audited                         
12 months   12 months                         
                                  30/9/2007   30/9/2006                         
                                      R`000       R`000  % change               
Cash flow from operating             118 850      86 982      36,6              
activities                                                                      
Cash generated from operations       178 720     120 330      48,5              
Working capital changes             (18 533)     (1 121)                        
Cash generated from operating        160 187     119 209      34,4              
activities                                                                      
Net investment income and finance        433     (2 756)                        
costs                                                                           
Dividend paid                       (24 307)    (16 739)                        
Taxation                            (17 463)    (12 732)                        
Cash applied to investing           (69 055)    (65 334)       5,7              
activities                                                                      
Cash (applied to) received from                                                 
financing activities                 (1 804)      34 078   (105,3)              
Cash and cash equivalents                                                       
- Net increase                        47 991      55 726                        
- At beginning of the year            96 832      41 106                        
- At end of the year                 144 823      96 832      49,6              
Condensed Segmental Analysis                                                    
for the year ended 30 September 2007                                            
                                    Audited     Audited                         
12 months   12 months                         
                                  30/9/2007   30/9/2006                         
                                      R`000       R`000  % change               
Revenue                            1 070 539     793 367      34,9              
Software                             380 386     327 752      16,1              
Solutions & Services                 690 153     465 615      48,2              
Profit from operations before                                                   
interest and depreciation                                                       
and amortization (EBITDA)            249 188     152 077      63,9              
Software                             128 384      47 554     170,0              
Solutions & Services                 129 846      81 516      59,3              
Corporate and eliminations           (9 042)      23 007                        
Profit before interest and           185 840     100 341      85,2              
taxation                                                                        
Software                             101 066      25 348     298,7              
Solutions & Services                  95 560      57 211      67,0              
Corporate and eliminations          (10 786)      17 782                        
Depreciation, amortisation and        63 348      51 736      22,4              
goodwill adjustment                                                             
Software                              27 318      22 206      23,0              
Solutions & Services                  34 286      24 305      41,1              
Corporate and eliminations             1 744       5 225                        
Research and development              21 425      18 872      13,5              
expenditure                                                                     
Software                              17 707      15 069      17,5              
Solutions & Services                   3 718       3 803     (2,2)              
Note: Comparative figures are                                                   
reclassified, where necessary, in                                               
accordance with current year                                                    
classifications                                                                 
Notes To The Financial Statements                                               
1 Basis of preparation                                                          
The condensed group annual financial statements have been prepared using        
accounting policies compliant with International Financial Reporting Standards  
(IFRS), IAS34 Interim Financial Reporting, the JSE Limited listing requirements 
and the South African Companies Act, 1973. For a better understanding of the    
Group`s financial position, the results of its operations and cash flows for the
year, this summarised preliminary report of annual results should be read in    
conjunction with the annual financial statements from which this announcement   
was derived.                                                                    
The accounting policies and method of computation used are consistent with those
applied in the preparation of the annual financial statements for the year ended
30 September 2007.                                                              
2 Reconciliation of earnings per share to headline earnings per share           
Audited     Audited                         
                                  12 months   12 months                         
                                  30/9/2007   30/9/2006                         
                                      cents       Cents  % change               
Basic earnings per share             57,4        34,3      67,3               
  Adjusted for:                                                                 
  Goodwill adjustment                   0,5         1,8                         
  Permanent dimunition in                                                       
proceeds                                                                      
  from sale of business                   -         0,3                         
  Profit on dilution of                   -      (11,7)                         
  interest in business                                                          
Profit on sale of interest in       (2,0)       (0,9)                         
  business                                                                      
  Profit on sale of                                                             
  Intellectual Property                                                         
and Software Products                                                         
  to Argility Limited (Product       (20,5)                                     
  Co)                                                                           
  Profit on disposal of               (0,2)       (0,4)                         
property, plant & equipment                                                   
  Basic headline earnings per          35,2        23,4      50,4               
  share as previously                                                           
  calculated                                                                    
Exclusion of assessed losses                                                  
  not previously recognised                                                     
  relating to the goodwill            (0,5)       (1,8)                         
  adjustment excluded                                                           
Basic headline earnings per                                                   
  share in accordance                                                           
  with circular 8/2007                 34,7        21,6      60,6               
                                                Audited   Audited               
12 months 12 months               
                                              30/9/2007 30/9/2006               
                                                  R`000     R`000               
3  Commitments                                                                  
Capital                                        13 642     8 786               
  Operating leases                               57 051    64 583               
4  Borrowings                                                                   
  Interest bearing borrowings                   126 942    79 613               
Non-interest bearing                           21 799     1 608               
  borrowings                                                                    
                                                148 741    81 221               
5  Capital expenditure                                                          
Tangible assets                                62 254    31 239               
  Intangible assets                              19 593    76 277               
                                                 81 847   107 516               
6  Operating lease charges                                                      
Premises                                       21 242    19 237               
  Office equipment                                  573       323               
  Vehicles                                           37         -               
                                                 21 852    19 560               
7 Audit Opinion                                                                 
The financial information has been audited by Deloitte & Touche whose unmodified
audit opinion is available for inspection at the registered office of the       
company.                                                                        
Commentary                                                                      
Overview                                                                        
UCS Group is a holding company for IT businesses with a primary focus on        
Software, Solutions and Services for selected markets. The Group has achieved a 
leadership position in the domestic retail market with more than 80% of the     
permanent staff base of over 2 200 people involved in servicing this sector.    
The Group has recorded another set of excellent results for the year to         
September 2007. All business units performed in line with, or exceeded,         
expectations in terms of trading results for the period.                        
The 48% top line growth in our Solutions & Services Division this year was      
achieved through a combination of organic growth (16%) and corporate activity,  
being the acquisition of controlling interests in the Lifeworld and DiverseIT   
businesses with effect from March 2007 and the fact that the TSSMS and Quadrant 
acquisitions contributed for the full 12 months following their entry into the  
Group in July 2006. With effect from March 2007 we also increased our 74,9%     
stake in UCS Solutions Holdings to 100%. It is pleasing to note that the 48% top
line growth in this expanded division translated into a 53% increase in         
normalised divisional PBIT.                                                     
Our strategy of consolidating our software businesses acquired historically into
a larger, more cohesive unit trading under the UCS Software brand has continued 
to deliver the planned benefits of improving margins, with a 16% top line growth
for the 2007 year translating into a 36% increase in normalised PBIT achieved.  
We reported last year that we had reviewed our strategy for the development of  
international markets for our `packaged product` offerings for retailers and    
that we had decided that the most effective way of achieving significant volumes
(and value) would be through the launching of a separate business with its      
primary focus being the creation of a leading brand and product suite for       
selected verticals in the global retail industry, to be sold through a global   
`channel` of appropriately selected and trained dealers.                        
Significant effort went into the execution of this strategy and with effect from
21 September we `unbundled` a business (Argility) which we created and which we 
believe will become a competitive player in the international markets in the    
years to come. This initiative included the sale of certain UCS IP and packaged 
software products to Argility (the Active Retail and Dolfin product suites)     
which resulted in significant profits totalling R54,4 million (net of tax which 
amounted to R11,4 million) of a once off nature - these profits have been fully 
disclosed and have been excluded from our `headline` earnings. It is important  
to note that it is the IP of these two product suites and not the underlying    
retail business objects or components that have been sold. The retail business  
objects and components form part of the IP that is housed within our Software   
Manufacturing facility (UCSSM).                                                 
The main benefits of this strategy for UCS will accrue through a 10% share of   
future software licence revenues and an OPD (outsourced product development)    
service with our specialist `retail domain` software manufacturing facility.    
Revenues for UCS from the OPD contract will commence immediately, with the      
impact from our share of licence revenues not expected to be material until     
Argility is fully operational and generating significant volumes of business,   
which is expected to take at least 2 years.                                     
Due to the start up nature of Argility, it was decided not to list this business
immediately. Following the `unbundling` an `over-the-counter` (OTC) trading     
platform was created and became operational on 1 November 2007. UCS shareholders
holding scrip in Argility are able to trade these shares through this facility, 
which may be accessed through the www.otc.argility.co.za web site.              
Following the successful creation and unbundling of the Argility business, the  
Group is now re-positioning itself operationally and strategically to ensure    
that we continue the growth momentum established over the past years and that   
the correct management structures are in place to facilitate international      
expansion of certain of our specialist retail solutions offerings.              
Historically, the Group has been organised into two operating divisions, the    
Solutions & Services Division and the Software Division, with appropriate       
management structures and segmental reporting. Going forward into the new year, 
this structure will be changed to facilitate more cohesive and efficient        
domestic customer services, sales and marketing, as well as further             
consolidation and positioning for international expansion. The new structure    
will see the creation of 3 divisions - a Retail Solutions Division, an          
Infrastructure Division and an Investments Division. Excluding the Investment   
Division, where each operating business is `independently` managed, we expect to
see gradual improvements in margins through synergistic efficiencies driven by  
grouping business units with similar focus and areas of expertise.              
Management of the Retail Solutions Division will also assume responsibility for 
the creation of our international presence in the retail solutions markets of   
the UK and USA through two current initiatives.                                 
Financial results                                                               
We recorded a major milestone in 2007, with revenues topping R1 billion for the 
first time. It is important to note that the vast bulk of our revenues (2007:   
86%; 2006: 87%) come from the sale of our own products and services rather than 
the sale of 3rd party product, which means that we are able to manage our own   
margins on the major portion of our revenues.                                   
2007 was another year of good top-line growth, with revenues up by almost 35% to
R1 071 million from R793 million last year. Organic growth accounted for 16%    
(2006: 19%) and the balance was attributable to the effect of current year and  
prior year acquisitions. Annuity revenues grew by 23% to R590 million (2006:    
R481 million) representing 55% of total revenues (2006: 61%). The decline in    
annuity revenues as a percentage of total revenues was largely due to the       
different revenue mix in the current and prior year acquisitions.               
EBITDA grew significantly by 64% to R249 million (2006: R152 million) but       
included `once off` profits of a capital nature of R74 million (2006: R30       
million). Excluding these `once off` capital profits, the `normalised` EBITDA of
R175 million (2006: R122 million) showed a 43% increase over the prior year and 
came in at 16,4% (2006: 15,4%) of revenues.                                     
Headline earnings per share grew by 61% to 34,7 cents (2006: 21,6 cents         
restated) although this included the impact of a R9,5 million deferred tax      
credit (net of goodwill adjustment) passed to raise the deferred tax asset in   
respect of the remaining accumulated tax losses in the UCS Solutions subsidiary.
Excluding this deferred tax credit, headline earnings per share would have come 
in at 31,1 cents and shown an increase of 44 percent over the prior year        
normalised 21,6 cents.                                                          
Our strong cash flows are attributable to our focus on the generation of annuity
revenue streams as well as continuous and effective management of our debtor    
books. We are pleased to report a 49% increase in our cash generated from       
operations to R179 million (2006: 120 million) which represents 102% (2006: 98%)
of our EBITDA excluding profits of a capital nature and which continues to      
reflect the quality of our earnings. Cash and cash equivalent balances increased
by almost 50% to R145 million (2006: R97 million) despite the significant       
additional working capital requirements of the enlarged Group.                  
Once again, the balance sheet has shown considerable change, which is largely   
due to the corporate activities detailed in my overview above, a combination of 
the effects of the acquisitions as well as the creation and `unbundling` of     
Argility. Group debt increased to R149 million (2006: R81 million) driven       
largely through the R50 million loan agreement with Argility as well as the R12 
million recognition of the capped upside profit warranty payment due to the CEB 
vendors, previously disclosed as a contingent liability. Of this debt balance at
year end R42 million (2006: R40 million) is true bank debt which amounts to     
10,2% (2006: 11,8%) of equity. Total debt came to 36,3% (2006: 23,9%) of equity.
Management is satisfied at current levels of gearing based on the fact that the 
Group is within its estimated optimal capital structure of 43% and still reports
a comfortable interest cover of approximately 13 times based on normalised PBIT.
The current ratio deteriorated to 1,1 to 1 (2006: 1,4 to 1) but with the post   
balance sheet restructuring of debt (refer post balance sheet paragraph below)  
and taking into consideration the R10,5 million current liability relating to   
the final DiverseIT purchase consideration, which was equity settled post 2007  
year end, the current ratio moves to 1.4:1 within the first quarter of the 2008 
financial year.                                                                 
Net asset value per share increased by 13% to 136,5c (2006: 120,8c) and tangible
net asset value per share showed a decline of 24% to 28,7 cents (2006: 37,8     
cents).                                                                         
During the year, the Group issued 34,7 million new ordinary shares of which 24,2
million were issued to TSS in terms of the "equity roll-up" BEE transaction and 
2,4 million were issued in settlement of 50% of the purchase consideration for  
51% of DiverseIT. The balance was issued to honour staff incentives inclusive of
the conversion of preference shares into ordinary shares on the achievement of  
predefined growth targets. A total of 5,4 million share options were granted    
during the year at a weighted average exercise price of 414,1 cents. After the  
options forfeited during the year of 1,4 million and the options exercised of   
6,5 million a total of 22 million options were outstanding at year end (2006:   
24,5 million). Taking these factors into account the Group`s diluted headline   
earnings per share increased by 62% to 32,7 cents (2006: 20,2 cents).           
The Group accumulated 1,7 million shares during the 2007 financial year through 
a general buy-back initiative to fund part of the purchase consideration in     
respect of the post balance sheet Aquitec transaction. The board has the        
authority to buy back up to 20 percent of the shares in issue, representing 50  
302 637 shares.                                                                 
Acquisitions                                                                    
During the period under review UCS concluded the following acquisitions:        
-  The TSS (BEE) roll up transaction through which UCS acquired                 
  the 25,1% outside shareholders interest in UCS Solution                       
  Holdings (Proprietary) Limited from TSS in return for the issue               
  of 24,2 million UCS Shares. This transaction was approved by                  
shareholders at a general meeting held on 27 February 2007 and                
  became effective on 1 March 2007.                                             
-  The acquisition of 51% of DiverseIT Technology (Proprietary)                 
  Limited (Formerly 3J Holdings) with effect from 1 March 2007                  
for R12,2 million settled through the issue of UCS Shares as                  
  disclosed in an announcement to the market on 27 March 2007 and               
  which subsequently became unconditional on receipt of the                     
  unconditional competition commission approval.                                
-  The acquisition of a 51% interest (including sale claims) in                 
  LifeWorld Relationship Management (Proprietary) Limited                       
  ("LifeWorld") with effect from 1 March 2007 for R2 million.                   
  LifeWorld is a strategic loyalty programme consulting and                     
management business which provides a key component of the                     
  overall expertise Group management envisage positioning in a                  
  value added services division for the retail industry.                        
Black Economic Empowerment                                                      
As mentioned above, the transaction with TSS to buy back their 25,1% shares in  
UCS Solutions Holdings has resulted in TSS becoming a significant shareholder in
UCS Group (9,5%). Together with other identifiable BEE shareholders on our      
register, the Group is now 13,4% BEE-owned. Our target remains to get our BEE   
shareholding to in excess of 25% within our strategy of combining increased BEE 
ownership of UCS equity with growth opportunities for the UCS Group. In         
addition, due to the diverse nature of the Group`s operations, we continue to   
look for opportunities within this strategy at operating subsidiary level where 
it is easier for potential partners to add specific value.                      
Post Balance Sheet Events                                                       
Subsequent to the financial year end Nedbank approved an application made by the
Group for medium term debt funding. The Group will be raising a R24m five year  
term loan to fund the full and final settlement of the purchase consideration   
owing to the vendors of CEB. Secondly the Group will be entering into a separate
5 year term loan to provide a back to back facility with the Bank which will    
enable the Group to fund the repayments of the loan owing to Argility Limited of
R50m (R35m short term) which is repayable over the next 18 to 24 months.  This  
converts a significant portion of the Group`s short term debt into a longer term
facility thereby creating flexibility for the Group to utilise current cash     
resources for other growth and investment related initiatives.                  
The Group has also signed agreements to acquire 100% of the business known as   
Aquitec for US$6 million. Aquitec has an operation in the U.K. as well as in    
Chicago in the U.S.A. and the target effective date of such acquisition is 1    
December 2007 but is subject specifically to the securing of the necessary      
approval from the South African Reserve Bank for the said offshore investment.  
The Group sees an opportunity to not only acquire intellectual property that is 
relevant to its large retail specific customer base but to access an established
offshore infrastructure with IT skilled personnel through which the Group could 
leverage its South African based skills, products and intellectual property.    
Following on from the BEE paragraph the Group also agreed to sell a 6% interest 
in TSSMS with effect from 1 October 2007 back to TSS to ensure that TSSMS       
retains its "black ownership" status despite recent and forecast movements in   
the Group`s shares in issue. This interest was sold at original cost and is to  
be funded by way of a Group loan account which is secured by the said shares and
attracts interest.                                                              
Contingent Liability                                                            
In terms of the management agreement entered into with TSS, there exists a      
management incentive fee that is payable annually for a three year period ending
30 June 2009. The contingent liability (incentive fee) equates to that portion  
of the profits which exceeds the warranted profits.                             
Prospects                                                                       
We look forward to the new year with optimism and enthusiasm. Our drive for     
margin improvement through improved efficiencies in previously merged business  
units is expected to continue to deliver positive results and all other business
units within the Group are in a strong position to record another year of good  
growth. We also intend to continue to look for synergistic acquisition          
opportunities to expand our footprint or offerings within our chosen markets.   
UCSSM is well positioned to record its maiden profits in 2008 and provided it is
successful in its international sales and marketing drive currently under way,  
it is planned that this unit will be `unbundled` and listed separately from UCS 
within the next 2 years.                                                        
We believe that this `unbundling` is necessary in order to complete our strategy
of separating the development of software packages and solutions from our core  
UCS retail consulting, software implementation and integration, software support
and other IT services offerings. We also believe that this separation should    
`unlock` significant value for our shareholders by allowing market forces to    
establish the true value of the unique and exciting UCSSM business in its own   
right.                                                                          
However, there are challenges with many major domestic retailers facing a       
slowdown in consumer spending, largely due to the recent spate of interest hikes
and curbing of consumer credit through the recently implemented National Credit 
Act. Rapidly escalating fuel costs are also an area of concern with impacts on  
both inflation and consumer discretionary spend. Although the UCS offerings are 
not directly linked to our customers trading cycles, a reduction in new store   
openings or closures of unprofitable retail outlets within our customer base    
will have a small negative impact on our organic growth rate. In addition, the  
IT market remains a challenging one, with rapid technology change and innovation
making long term planning an inexact science.                                   
Despite these challenges, we believe that the platform that we have in place    
will allow us to continue the growth momentum established over the past years as
the fundamental strength of our various business units should continue to       
provide them with competitive advantage. Modest but positive contributions from 
our international initiatives are expected to start flowing through in the 2nd  
half of the year.                                                               
Overall, the Group is well positioned, strategically as well as operationally,  
to deliver good growth in operating profits and cash flows for our 2008 year.   
Dividend declaration                                                            
Notice is hereby given that the board of directors has declared a final dividend
of 5 cents per ordinary share in respect of the year ended 30 September 2007.   
The dividend will be paid on Monday, 11 February 2008.                          
To comply with the procedures of STRATE, the last day to trade in the shares for
the purpose of entitlement to the final dividend is Friday, 1 February 2008. The
shares will commence trading ex dividend on Monday 4 February 2008 and the      
record date will be Friday, 8 February 2008.                                    
Share certificates may not be dematerialised or rematerialised between Monday 4 
February 2008 and Friday, 8 February 2008 both days inclusive.                  
The directors have decided to maintain the policy of paying dividends twice a   
year. Dividend cover may vary dependant on the Group`s projected cash           
requirements. This policy will be reviewed regularly to ensure effective capital
management.                                                                     
For and on behalf of the Board                                                  
DF Coles           JD Bright                                                    
(Chairman)         (Chief                                                       
                  Executive                                                     
                  Officer)                                                      
27 November 2007                                                                
Company Secretary                                                               
Corporate Governance CC                                                         
Registered office                                                               
20th Floor, 209 Smit Street,                                                    
Braamfontein 2001                                                               
PO Box 31266,                                                                   
Braamfontein 2017                                                               
Transfer secretaries                                                            
Link Market Services South                                                      
Africa (Pty) Ltd                                                                
11 Diagonal Street,                                                             
Johannesburg 2001                                                               
PO Box 4844,                                                                    
Johannesburg 2000                                                               
There is more to UCS than meets the eye. www.ucs.co.za                          
Date: 27/11/2007 08:01:04 Produced by the JSE SENS Department.                  
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