| Tue 17 May 2005, 17:47 | | Y3K - Transaction update, change in control, manda |
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Y3K - Transaction update, change in control, mandatory offer, change of name and
transfer to AltX
Y3K GROUP LIMITED
(`Y3K` or `the company`)
(Incorporated in the Republic of South Africa)
(Registration number 1998/009608/06)
Share JSE code: YHK
ISIN code: ZAE000017208
Transaction update, change in control of Y3K Group Limited; mandatory offer;
change of name and transfer to AltX
INTRODUCTION
Following the announcements to shareholders dated the 9th of March 2004 and
subsequent announcements dated the 30th of November 2004 and the 21st of
February 2005, the executive directors of Y3K and River Sponsors (Pty) Ltd are
authorised to announce that the circular to shareholders and revised listing
particulars regarding the acquisitions of Information Security Architects (Pty)
Ltd and iSecure (Pty) Ltd and related matters was posted to shareholders on the
16th of May 2005. Shareholders are advised that members holding over 50% of the
votes have provided irrevocable undertakings to vote in favour of the
resolutions.
Copies of the circular to shareholders and the revised listing particulars,
which contain, inter alia, details on the acquisitions, the mandatory offer to
shareholders, the issue of shares for cash, the sale of shares from the share
incentive trust, the new issue of share to the share incentive trust, opinions
expressed by the independent professional expert and the change of name from Y3K
to ISA Holdings Limited, may be obtained during normal business hours from the
company`s transfer secretaries Ultra Registrars (Pty) Ltd, 11 Diagonal Street,
Johannesburg, 2001 or from the company`s sponsor River Sponsors (Pty) Ltd, 1st
floor, Parc Nouveau, 225 Veale Street, Brooklyn, Pretoria, 0181 up to and
including 6 June 2005.
THE MANDATORY OFFER
The executive directors of Y3K together with Atlas Utas (Pty) Ltd have
undertaken to make a mandatory offer (`the offer`) to Y3K shareholders. This is
in terms of the Securities Regulation Code on Take-overs and Mergers of the
Securities Regulation Panel (`the SRP`), at 13,396 cents per share, as there has
been a change in the control structure of Y3K. As a result the SRP has deemed
the acquisitions an `affected transaction`, and as such obliging Atlas Utas
(Pty) Ltd and the executive directors to make an offer to Y3K shareholders at
13,396 cents per share.
The offer is conditional on the acquisitions of Information Security Architects
(Pty) Ltd and iSecure (Pty) Ltd being approved by shareholders at a general
meeting to be held on Tuesday the 7th of June 2005. The offer will open on
Friday the 10th of June 2005 and close at 12:00 on Friday the 1st of July 2005.
These acquisitions were announced on the 9th of March 2004 and full details of
these acquisitions will be detailed in a circular to shareholders, which was
posted on the 16th of May 2005. The SRP has been furnished with confirmation
that sufficient cash resources are available to the sellers to implement the
offer.
CHANGE OF NAME AND LISTING ON THE ALTERNATIVE EXCHANGE (ALTX)
It is proposed that the name Y3K Group Limited is changed to ISA holdings
Limited in order to better reflect the new structure of the group and the
significance of the brand ISA. This special resolution will be voted upon at the
general meeting to be held on 7 June 2005. As a result of the reverse takeover
of Y3K, the company will be listed on AltX on the 27th of June 2005, subject to
the passing of all the necessary resolutions.
Shareholders are requested to note that the International Securities
Identification Number (`ISIN`) appearing in the revised listing particulars
forming part of the circular to shareholders has been updated. The new ISIN code
in respect of the company post implementation of the transactions will be
ZAE000067344.
IMPORTANT DATES
The salient dates pertaining to the circular to shareholders and the revised
listing particulars are set out below:
- Circular posted to shareholders
16 May 2005
- Last day to lodge proxies for general meeting of shareholders by 10:00am
6 June 2005
- General meeting of shareholders at 10:OO am
7 June 2005
- Results of General meeting published on SENS
7 June 2005
- Results of General meeting published in the press
8 June 2005
- Mandatory offer opens at 9:00am
10 June 2005
- Audited Annual Financial Results for the year ended 28 February 2005 to be
published on SENS and in the press
13 June 2005
- Last day for Y3K shareholders to trade on the JSE to be eligible to
participate in the mandatory offer
24 June 2005
- Last day to trade in the `old name` of Y3K Group Limited
24 June 2005
- Securities trade `ex` the mandatory offer
27 June 2005
- Commencement of listing and issue of new shares
27 June 2005
- Trading in the new name ISA Holdings Limited commences on AltX
27 June 2005
- Mandatory offer closes at 12:00pm
1 July 2005
- Record date for participating in the mandatory offer
1 July 2005
- Record date for change of name from Y3K Group Limited to ISA Holdings Limited
1 July 2005
- Results of the mandatory offer published on SENS
4 July 2005
- Safe custody accounts to be updated with regard to the name change at CSDP`s
or brokers in respect of dematerialised shareholders
4 July 2005
- Share certificates in the name of ISA Holdings Limited to be posted to
certificated shareholders on or about
4 July 2005
Johannesburg
18 May 2005
Company Sponsor: River Sponsors (Pty) Ltd
