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AST Group Limited - Update to Proposal AST Group Limited (Incorporated in the Republic of South Africa) (Registration number 1998/021790/06) Share code: AAA ISIN: ZAE000049441 (`AST`) UPDATE WITH RESPECT TO THE PROPOSED TRANSACTION AND FURTHER CAUTIONARY ANNOUNCEMENT 1. INTRODUCTION Further to the cautionary announcements dated 29 September 2004 and 10 November 2004 and the announcement dated 10 December 2004, in which the board of directors of AST (`the board`) announced that AST has entered into agreements, subject to the fulfilment of certain conditions precedent, in terms of which: * AST-A Holdings (Proprietary) Limited (`AST-A`), a wholly-owned subsidiary of AST, will acquire certain information technology businesses and interests from Gijima Support Services (Proprietary) Limited (`Gijima Support Services`), Gijima Technologies (Proprietary) Limited (`Gijima Technologies`) and Gijima Technologies Group (Proprietary) Limited respectively, which are owned and controlled by Gijima Info Technologies Afrika (Proprietary) Limited (`Gijima`), for a purchase consideration to be settled by way of an issue of ordinary shares in AST (`the proposed merger`); and * AST will undertake a partially underwritten rights offer for an amount of R160 million, of which a maximum amount of R116.75 million will be underwritten by the Iscor Pension Fund, Kumba Resources Limited, The Standard Bank Group of South Africa Limited and Cadtech (Proprietary) Limited (collectively, `the underwriters`), who are existing lenders to AST-A (`the proposed rights offer`), (collectively, `the proposed transaction`), the board wishes to provide AST shareholders with an update with respect to the proposed transaction. 2. CONDITIONS PRECEDENT Gijima has acquired 100% of the shares in and claims against Gijima Support Services and Gijima Technologies and, thus, has fulfilled one of the conditions precedent to the proposed merger. The parties to the proposed transaction remain committed to fulfilling the remaining conditions precedent to the proposed merger and the proposed rights offer as set out in the announcement dated 10 December 2004. 3. RECENT DEVELOPMENTS AST has engaged with various parties that have expressed interest in acting as additional underwriters to the proposed rights offer to increase the minimum underwritten amount of the rights offer above R116.75 million. AST shareholders will be advised when contracts have been signed to give effect to this additional underwriting. 4. GENERAL MEETING AND CIRCULAR TO AST SHAREHOLDERS It is intended to post a circular to AST shareholders in February 2005, which circular will contain full details of the proposed transaction and will convene a general meeting of AST shareholders to: * approve the proposed merger; * approve the necessary increase in the authorised share capital of AST; * place sufficient unissued AST shares under the control of the directors to implement the proposed transaction; * approve the change of AST`s name to reflect its empowered status; * waive any requirement for a mandatory offer in connection with the proposed transaction, subject to the Securities Regulation Panel granting the necessary dispensation. A circular relating to the proposed rights offer will be sent to AST shareholders when the underwriting agreement in relation to the proposed rights offer becomes unconditional. 5. FURTHER CAUTIONARY ANNOUNCEMENT AST shareholders are advised to continue to exercise caution when dealing in AST shares until the detailed timetable and the pro forma financial effects for the proposed transaction have been announced. Samrand 25 January 2005 Investment bank and transactional sponsor STANDARD BANK Sponsor CAZENOVE Attorneys to AST ROUTLEDGE MODISE MOSS MORRIS ATTORNEYS Corporate advisers to Gijima PricewaterhouseCoopers Corporate Finance (Pty) Ltd (Registration number 1970/003711/07) AND REGIMENTS Independent adviser to AST KPMG Corporate law advisers and consultants to Gijima EDWARD NATHAN CORPORATE LAW ADVISERS Reporting accountants on Gijima KPMG Attorneys to Gijima CHUENE KWINANA MOTSATSE INC. Attorneys, Conveyancers & Notaries Reg. No. 97/00918/21 Underwriters to the proposed rights offer CADTECH (Registration number 1983/005320/07) Iscor Pension Fund (Registration number 12/8/363/2) KUMBA RESOURCES (Registration number 2000/011076/06) STANDARD BANK Date: 24/01/2005 05:00:10 PM Produced by the JSE SENS Department
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