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Announcement Regarding An (Proprietary) Limited ("Aka Capital").
IST GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/011521/06)
Share code: IST
ISIN: ZAE000015798
("IST" or the "Company")
ANNOUNCEMENT REGARDING AN ADDENDUM TO THE SHARE OPTION AGREEMENT ENTERED INTO
BETWEEN IST AND AKA CAPITAL (PROPRIETARY) LIMITED ("AKA CAPITAL").
1. Introduction
On 19 February 2002 IST entered into an agreement with AKA Capital, in terms of
which IST granted AKA Capital options to subscribe for 11 million ordinary
shares in IST, at a strike price of 90 cents per share ("the option agreement").
The options may be exercised in three equal annual tranches, during 1 March 2003
to 28 February 2006, 1 March 2004 to 28 February 2006 and 1 March 2005 to 28
February 2006. In return for the options, AKA Capital has agreed under a
working agreement to provide certain services to IST. The shareholders of IST
ratified the option agreement, as set out in the circular to IST shareholders
dated 12 March 2002 ("the circular").
2. Addendum to the option agreement
On 25 July 2002, IST and AKA Capital signed an addendum to the option agreement
("the addendum"). This addendum provides protection to AKA Capital, should
another entity acquire on or before 28 February 2006 either the majority of, or
all of the shares of IST or the whole of, or substantially the whole of the
businesses or assets of IST. Should this occur, in terms of the addendum, AKA
Capital will be allowed to either:
* terminate the option agreement, in exchange for which IST shall procure that
the acquiring entity issue to AKA Capital, on the same terms, share options for
shares in the acquiring entity of a value equivalent to option shares pertaining
to the share options still outstanding; or
* AKA Capital shall be entitled to immediately exercise all its options still
outstanding, whereafter the option agreement shall terminate.
3. Opinions and recommendations
PricewaterhouseCoopers Corporate Finance has been requested by the directors of
IST to advise them on the impact of the addendum, if any, on their initial fair
and reasonable statement to the shareholders of IST as contained in the
circular. PricewaterhouseCoopers Corporate Finance is of the opinion that had
the addendum been effective on 19 February 2002, their initial opinion contained
in the circular would not have been modified.
4. Shareholder approval
In terms of the JSE Securities Exchange South Africa Listings Requirements, IST
shareholders must sanction the addendum. The Annual Report of IST convening a
general meeting of IST shareholders, to vote on the requisite ordinary
resolution required to sanction the addendum, was posted today.
Pretoria
19 May 2003
INVESTMENT BANK AND SPONSOR
Nedbank Corporate
ATTORNEYS
Hofmeyr Herbstein & Gihwala Inc
(Registration number 1997/001523/21)
INDEPENDENT ADVISOR
PricewaterhouseCoopers
Corporate Finance (Pty) Ltd
(SA Registration number 1970/003711/07)
ends
Date: 19/05/2003 11:00:04 AM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
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