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Ucs Group Limited - Acquisition By Ucs Of 100% Of The Issued Share Capital Of
Release Date: 17/07/2003 17:47:01 Code(s): UCS
UCS GROUP LIMITED - ACQUISITION BY UCS OF 100% OF THE ISSUED SHARE CAPITAL OF
AFFINITY LOGIC HOLDINGS (PROPRIETARY) LIMITED ("AFFINITY")
UCS Group Limited
Incorporated in the Republic of South Africa
(Registration number 1993/002253/06)
Share Code: UCS ISIN: ZAE000016150
("UCS")
ANNOUNCEMENT RELATING TO THE ACQUISITION BY UCS OF 100% OF THE ISSUED SHARE
CAPITAL OF AFFINITY LOGIC HOLDINGS (PROPRIETARY) LIMITED ("AFFINITY")
1. Introduction
Further to the cautionary announcements published in the press on 17 March 2003,
25 April 2003, 20 May 2003 and 1 July 2003, Merchant Sponsors (Proprietary)
Limited is authorised to announce that agreement has been reached between UCS,
Datatec Limited, Massmart Holdings Limited, certain members of Affinity
management ("the MBI Team") and the Affinity staff share trust ("the vendors")
in terms of which UCS will acquire the entire issued share capital of Affinity
from the vendors ("the acquisition"). The acquisition is subject to the
conditions precedent detailed in paragraph 5 below.
2. Purchase consideration
UCS will pay to the vendors R35,24 million in cash, and R6,46 million by the
issue of 10 768 000 new ordinary UCS shares at a price of 60 cents per ordinary
share.
3. Offer for subscription
In addition the MBI Team has been offered 5 million ordinary UCS shares at 60
cents per share subject to regulatory approvals and to UCS ordinary shareholder
approval in general meeting.
4. Rationale
UCS is a provider of software and associated implementation and support services
to the retail sector. Affinity provides a range of outsourced services to
certain large South African retailers and suppliers to retail and has built a
sophisticated infrastructure for service delivery and management. This proposed
acquisition will allow UCS to leverage the Affinity business in order to offer
an increased range and scope of services to its software customers. The
acquisition is also expected to significantly enhance the ability of the
enlarged UCS Group to compete for large-scale outsource contracts in the future.
5. Conditions precedent
The acquisition is subject to the fulfillment of the following conditions
precedent:
5.1 the approval of the listing of the new UCS ordinary shares by the JSE
Securities Exchange South Africa;
5.2 the approval by UCS ordinary shareholders of the acquisition;
5.3 the approval of the acquisition by the Competition Commission; and
5.4 the settlement by Affinity of the vendors" loan accounts, for R68.85
million.
5. Irrevocable undertakings
Irrevocable undertakings to vote in favour of the requisite resolutions to
approve the acquisition have been obtained from the holders of 51% of the UCS
ordinary shares.
6. Documentation
A full terms announcement, which will include the financial effects of the
acquisition on UCS ordinary shareholders, will be published on SENS and in the
press and a circular convening a general meeting of UCS ordinary shareholders
will be posted to UCS ordinary shareholders, in due course.
Johannesburg
17 July 2003
Corporate Advisor Sponsor Corporate Legal
Advisers and
consultants
Merchantec Merchant Sponsors Edward Nathan &
Friedland (Pty) Ltd
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