UCS Group Limited - Announcement
UCS Group Limited
Incorporated in the Republic of South Africa
(Registration number 1993/002253/06)
Share Code: UCS
ISIN: ZAE000016150
("UCS")
RESULTS OF GENERAL MEETING; FULFILMENT OF CONDITIONS PRECEDENT AND
IMPLEMENTATION OF ACQUISITION AND LISTING OF 15 768 000 NEW UCS SHARES
Merchant Sponsors (Proprietary) Limited is authorised to announce that at the
general meeting of UCS ordinary shareholders held on Friday, 19 September 2003,
the requisite majority of shareholders passed the ordinary resolutions contained
in the circular to shareholders dated 2 September 2003, relating to, inter alia;
the acquisition ("the acquisition") by UCS of the total issued share capital of
Affinity Logic Holdings (Proprietary) Limited ("Affinity") for a purchase
consideration consisting of R35 239 200 in cash and the issue of 10 768 000 UCS
ordinary shares to the vendors of the shares in Affinity ("the vendors"); and
the issue for cash of 5 000 000 UCS ordinary shares to certain members of the
Affinity management team ("Affinity management shares").
The Competition Commission has approved the acquisition and the vendors" loan
accounts in Affinity have been settled. Consequently, all conditions precedent
relating to the acquisition have been fulfilled and the acquisition has been
implemented.
The Affinity management shares have been subscribed for in full and the JSE
Securities Exchange South Africa has granted a listing for 15 768 000 new UCS
ordinary shares from commencement of trading on Monday, 6 October 2003.
Johannesburg
22 September 2003
Corporate adviser Lead and transactional Joint sponsor
sponsor
Merchantec Merchant Sponsors Barnard Jacobs Mellet
Corporate Finance (Pty) Ltd
Corporate law Reporting accountants Reporting accountants for
advisers and for UCS Affinity
consultants
Edward Nathan &
Friedland (Pty) Ltd Kaplan & Kaplan Deloitte & Touche
Date: 22/09/2003 04:55:06 PM Produced by the JSE SENS Department
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