| Tue 28 Mar 2006, 13:18 | | ISA Holdings Limited - Voluntary Announcement |
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ISA
ISA
ISA Holdings Limited - Voluntary Announcement
ISA Holdings Limited (Formerly Y3K Group Limited)
("ISA" or "the company")
(Registration number: 1998/009608/06)
JSE share code: ISA (formerly YHK)
ISIN code: ZAE000067344 (formerly ZAE000017208)
Voluntary Announcement
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.
Shareholders are advised that in the Y3K Group Limited circular to shareholders
dated 16 May 2005, regarding the acquisition of Information Security Architects
(Proprietary) Limited, and iSecure (Proprietary) Limited and related matters,
resulting in the reverse take-over of Y3K Group Limited by Information Security
Architects (Proprietary) Limited ("the circular"), it was proposed that the
directors would sell one million ISA shares at 13,396 cents per share to
employees of ISA via the share incentive trust. This transaction did not take
place as the employees have left the employ of the company, and consequently the
sale of shares could not be fulfilled. However, in disclosing the transaction in
the circular and the 2005 annual report, disclosure was made as if the directors
had sold their shares, and the employees had purchased the shares via the share
incentive trust.
Due to the non-fulfillment of this share sale, the directors" interests in the
company"s share capital will remain as if the sale of shares had not taken place
and the directors" interest in the company"s securities, as at 31 March 2005 as
disclosed on page 35 of the circular, is hereby amended and is disclosed as
follows:
Director Number of Number of Number of Total Percentage
shares held shares held shares held interest
Directly and Indirectly Indirectly
beneficially and and non-
beneficially beneficially
R S Price 7 249 433 17 340 983 0 24 590 416 18,92%
D C Seaton 150 000 591 812 0 741 812 0,57%
D Perreira 150 000 0 0 150 000 0,12%
C S Katz 14 000 000 0 23 766 385 37 766 385 29,05%
P J G Green 21 898 435 0 0 21 898 435 16,84%
Total 43 447 868 17 932 795 23 766 385 85 147 048 65,50%
The above percentage calculations are based on 130 000 000 shares that are
currently in issue.
Randburg
28 March 2006
Designated Advisor: River Group
River Group
Date: 28/03/2006 01:18:05 PM Produced by the JSE SENS Department
