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ISA Limited - Cautionary Announcement
ISA HOLDINGS LIMITED
(formerly Y3K GROUP LIMITED)
(`ISA`, `the company` or `the group`)
(Registration number: 1998/009608/06)
JSE share code: ISA (formerly YHK)
ISIN code: ZAE000067344 (formerly ZAE000017208)
Cautionary announcement regarding a possible Black Economic Empowerment
transaction
In accordance with the AltX Listings Requirements, shareholders are advised of
the risks of investing in a company listed on AltX and are advised that the JSE
does not guarantee the viability or the success of a company listed on AltX. In
terms of JSE Listings requirements a Designated Adviser has to be retained by
the company. The Designated Adviser is required to, inter alia, attend all board
meetings held by the company to ensure that all JSE Listings Requirements and
applicable regulations are complied with, approve the financial director of the
company and guide the company in a competent, professional and impartial manner.
If the company fails to retain a Designated Adviser it must make arrangements to
appoint a new Designated Adviser within 10 business days, failing which the
company faces suspension of trading of its securities. If a Designated Adviser
is not appointed within 30 days of its suspension the company faces the
termination of its listing without an offer to minorities.
In terms of the section 5.50 to 5.52 and section 21.8 of the JSE Listing
Requirements pertaining to issues of shares for cash, the company hereby
announces that it has entered into negotiations with potential Black Economic
Empowerment (`BEE`) partners to acquire up to 30% of the equity securities of
the group by way of a new issue of shares for cash (`the transaction`).
The price to be paid will be no less than a 10% discount of the weighted average
traded price of the group`s equity securities measured over the 30 business days
prior to the date of this announcement, being 40 cents per share.
The potential BEE partners have approached the Development Bank of Southern
Africa (`DBSA`) as a potential financier of the transaction. DBSA`s
participation is subject to the following conditions:
1. Acceptance by the DBSA executive management of the appropriate financial
structuring for the transaction and DBSA`s participation in the structure;
2. An expression of the BEE partners long term commitment to the transaction
by way of an own-equity contribution to the financing structure of the
transaction.
3. The DBSA completing a due diligence on the viability and sustainability of
the proposed transaction to its satisfaction; and,
4. Final approval by DBSA`s executive management of the negotiated structure
and terms and conditions of the proposed funding.
Shareholders are accordingly advised to exercise caution when dealing in the
company`s securities until a full announcement is made.
Randburg
12 August 2005
Designated Advisor: River Group
Date: 15/08/2005 11:10:04 AM
Produced by the JSE SENS Department
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