IST GROUP LIMITED/ ETHOS PRIVATE EQUITY - SCHEME OF ARRANGEMENT TO ACQUIRE IST
SHARES
IST GROUP LIMITED ETHOS PRIVATE EQUITY
(Incorporated in the Republic of South Africa)
(Registration number 1998/011521/06)
Share code: IST
ISIN: ZAE000015798
(`IST`)
SCHEME OF ARRANGEMENT TO ACQUIRE IST SHARES
1. Introduction
IST shareholders are referred to the announcement published on 12 July 2004
wherein they were advised of the proposed terms and conditions of the scheme of
arrangement which, if implemented, would result in a consortium represented by
Ethos Private Equity (`the offeror`) acquiring the entire issued share capital
of IST.
IST shareholders are advised that the offeror:
* has finalised the necessary funding arrangements and has entered into a
facility agreement with the senior debt provider; and
* has notified the IST board in writing of its firm intention to make an offer
to IST shareholders on the terms and conditions as set out in the aforementioned
announcement (`the offer`).
2. Cash confirmation
The Securities Regulation Panel (`SRP`) has received confirmation from Rand
Merchant Bank, a division of FirstRand Bank Limited and Barclays Bank plc (South
Africa Branch), that the offeror has adequate funds available to fulfill its
obligations in respect of the offer.
3. Further documentation
A document setting out the terms of the offer will be posted to IST shareholders
within 30 days of the date of publication of this announcement. An announcement
setting out the salient dates of the offer will be published in the press and on
SENS on or about the date on which the circular is posted.
Pretoria
29 July 2004
Merchant Bank :
Rand Merchant Bank Corporate Finance
A division of FirstRand Bank Limited
Sponsor:
Nedbank Capital
Attorneys :
Webber Wentzel Bowens
Sole arranger :
Barclays
BEE adviser to the Consortium :
Matumi
Technology adviser to the Consortium :
Ethos Technology
Independent adviser :
Deloitte & Touche Chartered Accountants (SA)
Registered Accountants and Auditors
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