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Tue 28 Nov 2006, 7:08 UCS Group limited - Reviewed results for the year
UCS
 UCS                                                                             
     UCS Group limited - Reviewed results for the year ended 30 September 2006  
     UCS Group Limited                                                          
     Incorporated in the Republic of South Africa                               
Reg No. 1993/002253/06                                                     
     ISIN ZAE000016150                                                          
     JSE Code UCS                                                               
     UCS Group limited                                                          
Reviewed Results For The Year Ended 30 September 2006                      
     Revenue up 54%                                                             
     HEPS up 67%                                                                
     Cash generated from operating activities up 85%                            
EBITDA up 108%                                                             
     John Bright, CEO of UCS Group commented: "We have continued to build on    
     our growth platform established over the past few years. We are well       
     positioned in our chosen markets to deliver good organic growth. The       
consolidation of businesses acquired into larger, more cohesive units      
     trading under the UCS brand has begun to deliver improving margins         
     through economies of scale thereby also positioning the enlarged units     
     more effectively to compete for bigger projects.                           
The Group is well placed, strategically as well as operationally, to       
     continue the strong growth trend in its domestic market. The               
     commercialisation of UCS Software Manufacturing is producing encouraging   
     results, though it is early days. The TSSMS acquisition presents           
excellent growth opportunities in markets outside our traditional retail   
     vertical focus. In addition, benefits from our international initiatives   
     could start flowing through in the next year."                             
     Enquiries                                                                  
UCS Group               011 712 1249                                       
     John Bright, CEO        082 900 4793                                       
     Dean Sparrow, CFO       082 494 6803                                       
     College Hill            011 447 3030                                       
Johannes van Niekerk    082 921 9110                                       
     Frederic Cornet         083 307 8286                                       
     UCS is an IT business with a primary focus on Software,                    
     Solutions and Services for selected markets. The Group is well positioned  
for further growth locally and internationally through                     
     a number of defined initiatives.                                           
     CONDENSED INCOME STATEMENT                                                 
     for the year ended 30 September 2006                                       
Reviewed    Restated                    
                                        12 months   12 months                   
                                        30/9/2006   30/9/2005                   
                                        R"000       R"000      % change         
Revenue                            793 367      516 722   53,5             
     Profit from operations before       170 949     92 418    85,0             
     interest,depreciation,                                                     
     amortisation and research and                                              
development expenditure                                                    
     Research and development            (18 872)    (19 185)  (1,6)            
     expenditure                                                                
     Depreciation and amortisation       (51 736)    (34 940)  48,1             
Profit before interest and          100 341     38 293    162,0            
     taxation                                                                   
     Interest received                   2 088       1 704     22,5             
     Interest paid                       (7 242)     (2 717)   166,5            
Profit before taxation              95 187     37 280     155,3            
     Taxation                            (5 371)     (2 977)   80,4             
     Profit for the year                 89 816      34 303    161,8            
     Attributable to:                                                           
Equity holders of the parent        83 458      33 482    149,3            
     Minority interest                   6 358       821       674,4            
     Earnings per share (cents)                                                 
     Basic - as restated                 34,3        14,0      145,0            
Basic - as previously reported                  14,5                       
     Diluted - as restated               32,3        12,7      154,3            
     Diluted - as previously reported                13,2                       
     Dividends paid per share (cents)    6,0         4,3       39,5             
Net asset value per share (cents)   120,8       92,6      30,5             
     Ordinary shares in issue ("000)     249 108     241 857   3,0              
     Weighted average number of          243 134     239 975   1,3              
     ordinary shares in issue ("000)                                            
Diluted number of ordinary shares   258 373     263 109   (1,8)            
     ("000)                                                                     
     Headline earnings per share                                                
     (cents)                                                                    
Basic - as restated                 23,4       14,0       67,1             
     Basic - as previously reported                 14,5                        
     Diluted - as restated               22,0       12,7       73,2             
     Diluted - as previously reported               13,2                        
CONDENSED BALANCE SHEET                                                    
     at 30 September 2006                                                       
                                              Reviewed     Restated             
                                              30/09/2006   30/09/2005           
R"000        R"000                
     ASSETS                                                                     
     Non-current assets                        343 547      218 213             
     Property, plant and equipment including   52 502       52 193              
rental equipment                                                           
     Intangible assets                         122 037      65 634              
     Goodwill                                  135 849      74 139              
     Investments and loans receivable          7 264        6 926               
Deferred tax assets                       25 895       19 321              
     Current assets                            269 833      134 478             
     Inventory                                 23 148       9 196               
     Trade and other receivables               148 783      83 297              
Taxation                                  1 070        879                 
     Cash and cash equivalents                 96 832       41 106              
     Total assets                              613 380      352 691             
     EQUITY AND LIABILITIES                                                     
Capital and reserves                      339 444      225 347             
     Equity attributable to equity holders     300 996      223 953             
     of the parent                                                              
     Minority interest                         38 448       1 394               
Non-current liabilities                   76 842       24 639              
     Long and medium term loans                57 325       9 902               
     Revenue received in advance               7 048        14 737              
     Deferred tax liabilities                  12 469       -                   
Current liabilities                       197 094      102 705             
     Trade and other payables                  158 813      87 530              
     Current portion of long and medium term   23 896       4 915               
     loans                                                                      
Revenue received in advance               9 313        8 784               
     Taxation                                  5 072        1 476               
     Total equity and liabilities              613 380      352 691             
     CONDENSED STATEMENT OF CHANGES IN EQUITY                                   
for the year ended 30 September 2006                                       
                                      Preference                                
                          Share       share      Share                          
                          capital     capital    Premium                        
R"000       R"000      R"000                          
     Balance at 1          1 197       40         61 876                        
     October 2004 as                                                            
     previously                                                                 
reported                                                                   
     Net IFRS                                                                   
     adjustment to                                                              
     equity                                                                     
IFRS 2 Share based                                                         
     payment opening                                                            
     balance adjustment                                                         
     IAS 38 Intangible                                                          
assets opening                                                             
     balance adjustment                                                         
     Balance at 1          1 197       40         61 876                        
     October 2004 as                                                            
restated                                                                   
     Exchange                                                                   
     differences                                                                
     arising                                                                    
on translation of                                                          
     foreign operations                                                         
     Net income                                                                 
     recognised                                                                 
directly in equity                                                         
     Net profit for the                                                         
     year as restated                                                           
     Net profit for the                                                         
year as previously                                                         
     reported                                                                   
     IFRS 2 Share based                                                         
     payment transition                                                         
adjustment                                                                 
     IAS 38 Intangible                                                          
     assets transition                                                          
     adjustment                                                                 
Total recognised                                                           
     income and expense                                                         
     for the year                                                               
     Dividend paid                                                              
Ordinary shares       8                      995                           
     issued at a                                                                
     premium                                                                    
     Preference shares     4           (4)       -                              
converted to                                                               
     ordinary shares                                                            
     Preference shares                 (1)        (40)                          
     repurchased                                                                
Balance at 30         1 209       35         62 831                        
     September 2005 as                                                          
     restated                                                                   
     Exchange                                                                   
differences                                                                
     arising                                                                    
     on translation of                                                          
     foreign operations                                                         
Net loss                                                                   
     recognised                                                                 
     directly in equity                                                         
     Net profit for the                                                         
year                                                                       
     Total recognised                                                           
     income and expense                                                         
     for the year                                                               
Ordinary shares       31                     7 059                         
     issued at a                                                                
     premium                                                                    
     Preference shares     6           (6)                                      
converted to                                                               
     ordinary shares                                                            
     Preference shares                 (4)        (123)                         
     repurchased                                                                
Increase in share                                                          
     based payment                                                              
     reserve                                                                    
     Dividend paid                                                              
Minority acquired                                                          
     share of equity in                                                         
     subsidiaries                                                               
     Balance at 30         1 246       25         69 767                        
September 2006                                                             
                                Share                                           
                                            Foreign                             
                                based       currency                            
payment     translation Accumulated             
                                reserve     reserve     profit                  
                                R"000       R"000       R"000                   
     Balance at 1 October        -           -           134 948                
2004 as previously                                                         
     reported                                                                   
     Net IFRS adjustment to      4 248                   (4 465)                
     equity                                                                     
IFRS 2 Share based          4 248                   (4 248)                
     payment opening balance                                                    
     adjustment                                                                 
     IAS 38 Intangible assets    -                       (217)                  
opening balance                                                            
     adjustment                                                                 
     Balance at 1 October        4 248       -           130 483                
     2004 as restated                                                           
Exchange differences                                                       
     arising                                                                    
     on translation of                      205                                 
     foreign operations                                                         
Net income recognised                   205                                
     directly in equity                                                         
     Net profit for the year    1 811                    33 482                 
     as restated                                                                
Net profit for the year                             34 750                 
     as previously reported                                                     
     IFRS 2 Share based          1 811                   (1 811)                
     payment transition                                                         
adjustment                                                                 
     IAS 38 Intangible assets                            543                    
     transition adjustment                                                      
     Total recognised income     1 811       205         33 482                 
and expense for the year                                                   
     Dividend paid                                       (10 351)               
     Ordinary shares issued                                                     
     at a premium                                                               
Preference shares                                                          
     converted to ordinary                                                      
     shares                                                                     
     Preference shares                                                          
repurchased                                                                
     Balance at 30 September    6 059       205          153 614                
     2005 as restated                                                           
     Exchange differences                                                       
arising                                                                    
     on translation of                      (545)                               
     foreign operations                                                         
     Net loss recognised                    (545)                               
directly in equity                                                         
     Net profit for the year                             83 458                 
     Total recognised income                (545)        83 458                 
     and expense for the year                                                   
Ordinary shares issued                                                     
     at a premium                                                               
     Preference shares                                                          
     converted to ordinary                                                      
shares                                                                     
     Preference shares                                                          
     repurchased                                                                
     Increase in share based    2 034                                           
payment reserve                                                            
     Dividend paid                                       (14 867)               
     Minority acquired share                                                    
     of equity in                                                               
subsidiaries                                                               
     Balance at 30 September    8 093       (340)        222 205                
     2006                                                                       
                          Attributable                                          
to eqiuty                                             
                          holders of       Minority      Total                  
                           the parent      interest      equity                 
                          R"000            R"000         R"000                  
Balance at 1          198 061          810           198 871               
     October 2004 as                                                            
     previously reported                                                        
     Net IFRS adjustment   (217)                          (217)                 
to equity                                                                  
     IFRS 2 Share based    -                              -                     
     payment opening                                                            
     balance adjustment                                                         
IAS 38 Intangible     (217)                          (217)                 
     assets opening                                                             
     balance adjustment                                                         
     Balance at 1          197 844          810           198 654               
October 2004 as                                                            
     restated                                                                   
     Exchange                                                                   
     differences arising                                                        
on translation of     205                            205                   
     foreign operations                                                         
     Net income            205                            205                   
     recognised directly                                                        
in equity                                                                  
     Net profit for the    35 293           821           36 114                
     year as restated                                                           
     Net profit for the    34 750           821           35 571                
year as previously                                                         
     reported                                                                   
     IFRS 2 Share based    -                -             -                     
     payment transition                                                         
adjustment                                                                 
     IAS 38 Intangible     543              -             543                   
     assets transition                                                          
     adjustment                                                                 
Total recognised      35 498           821           36 319                
     income and expense                                                         
     for the year                                                               
     Dividend paid         (10 351)         (237)        (10 588)               
Ordinary shares       1 003                         1 003                  
     issued at a premium                                                        
     Preference shares     -                             -                      
     converted to                                                               
ordinary shares                                                            
     Preference shares     (41)                          (41)                   
     repurchased                                                                
     Balance at 30         223 953          1 394        225 347                
September 2005 as                                                          
     restated                                                                   
     Exchange                                                                   
     differences arising                                                        
on translation of     (545)                         (545)                  
     foreign operations                                                         
     Net loss recognised   (545)                         (545)                  
     directly in equity                                                         
Net profit for the    83 458           6 358        89 816                 
     year                                                                       
     Total recognised      82 913           6 358        89 271                 
     income and expense                                                         
for the year                                                               
     Ordinary shares       7 090                         7 090                  
     issued at a premium                                                        
     Preference shares     -                             -                      
converted to                                                               
     ordinary shares                                                            
     Preference shares     (127)                         (127)                  
     repurchased                                                                
Increase in share     2 034            156          2 190                  
     based payment                                                              
     reserve                                                                    
     Dividend paid         (14 867)         (1 872)      (16 739)               
Minority acquired     -                32 412       32 412                 
     share of equity in                                                         
     subsidiaries                                                               
     Balance at 30         300 996          38 448       339 444                
September 2006                                                             
     CONDENSED CASH FLOW STATEMENT                                              
     for the year ended 30 September 2006                                       
                                        Reviewed    Restated                    
12 months   12 months                   
                                        30/9/2006   30/9/2005                   
                                        R"000       R"000      % Change         
     Cash flow from operating            86 982      47 097    84,7             
activities                                                                 
     Cash generated from operations      120 330     75 251    59,9             
     Working capital changes             (1 121)     (10 654)                   
     Cash generated from operating       119 209     64 597    84,5             
activities                                                                 
     Investment income and net finance   (2 756)     (1 013)                    
     cost                                                                       
     Dividend paid                       (16 739)    (10 588)                   
Taxation paid                       (12 732)    (5 899)                    
     Cash applied to investing           (65 334)    (67 425)  (3,1)            
     activities                                                                 
     Cash received from financing        34 078      10 419    227,1            
activities                                                                 
     Cash and cash equivalents                                                  
     - Net increase (decrease)           55 726      (9 909)                    
     - At beginning of the year          41 106      51 015                     
- At end of year                    96 832      41 106    135,6            
     CONDENSED SEGMENTAL ANALYSIS                                               
     for the year ended 30 September 2006                                       
                                        Reviewed    Restated                    
12 months   12 months                   
                                        30/9/2006   30/9/2005                   
                                        R"000       R"000      % Change         
     Revenue                             793 367     516 722   53,5             
Software                            327 752     289 930   13,0             
     Solutions & Services                465 615     226 792   105,3            
     Profit from operations before       152 077     73 233    107,7            
     interest, depreciation and                                                 
amortisation (EBITDA)                                                      
     Software                            47 554      33 419    42,3             
     Solutions & Services                81 516      44 107    84,8             
     Corporate & eliminations            23 007      (4 293)                    
Profit before interest and          100 341     38 293    162,0            
     taxation                                                                   
     Software                            25 347      16 265    55,8             
     Solutions & Services                57 212      27 027    111,7            
Corporate & eliminations            17 782      (4 999)                    
     Depreciation and amortisation       51 736      34 940    48,1             
     Software                            22 206      17 154    29,5             
     Solutions & Services                24 305      17 080    42,3             
Corporate & eliminations            5 225       706                        
     Research and development            18 872      19 185    (1,6)            
     expenditure                                                                
     Software                            15 069      15 019    0,3              
Solutions & Services                3 803       4 166     (8,7)            
     Note: Comparative figures are reclassified, where necessary, in            
     accordance with current year classifications                               
     Notes to the financial statements                                          
1. Basis of preparation                                                    
     These results have been prepared in accordance with IAS 34 (Interim        
     Financial Reporting), the listing requirements of the JSE Limited and      
     Schedule 4 of The South African Companies Act, 1973, as amended.           
With effect from 1 October 2004 ("the transition date"), the Group has     
     adopted International Financial Reporting Standards ("IFRS") making use    
     of certain exemptions provided for under IFRS 1 (First time adoption of    
     IFRS). The Group has adopted all of the new and revised standards and      
interpretations issued by the International Accounting Standards Board     
     (IASB) and the International Financial Reporting Interpretations           
     Committee (IFRIC) of the IASB that are relevant to its operations and      
     effective for accounting periods up to 30 September 2006.                  
The adoption of these new and revised standards and interpretations has    
     resulted in changes to the Group"s accounting policies in the following    
     areas that have affected the amounts reported for the current and/or       
     prior years:                                                               
- share-based payment (IFRS 2)                                             
     - business combinations (IFRS 3)                                           
     - Intangible assets (IAS 38)                                               
     The Group also assessed the requirements of IAS 16 in terms of             
considering the useful lives and the residual values of property, plant    
     and equipment when calculating the depreciation charge. The historical     
     impact of this assessment was found to be immaterial and no retrospective  
     adjustment has been passed in this regard. The Group will reassess the     
residual values and useful lives of the assets at each balance sheet date  
     to determine whether there is any requirement for the residual values and  
     depreciation charge to be adjusted at that stage.                          
     Share-based payment                                                        
The fair value, as calculated in accordance with IFRS 2, of share options  
     and incentive preference shares granted to employees is recognised as an   
     employee expense with a corresponding increase in equity.                  
     The fair value is measured at grant date and expensed over the period      
during which the employees are required to provide services in order to    
     receive the equity instruments (i.e. the vesting period). The Group has    
     elected (in terms of IFRS 1) not to apply the provisions of IFRS 2 to      
     share-based awards granted either on or before 7 November 2002 or that     
had vested by 1 January 2005 (the effective date of IFRS 2).               
     Business combinations                                                      
     The Group has elected not to apply the requirements of IFRS 3              
     retrospectively to acquisitions prior to the transition date. As a result  
the goodwill, net of amortisation, at the transition date becomes the      
     carrying value of the goodwill thereafter.                                 
     Intangible assets                                                          
     IAS 38 requires that the useful life of intangible assets be reassessed    
at each balance sheet date. Under SA GAAP the useful life of an asset was  
     determined on recognition of the intangible asset and amortised            
     accordingly. The Group historically amortised intangible assets,           
     excluding goodwill, over a fixed 10 year period.                           
Reconciliation of changes in basis of preparation                          
                                  Previously  IFRS                              
                                  reported    adjustments   Restated            
                                  2005        2005          2005                
R"000       R"000         R"000               
     Balance sheet                                                              
     reconciliation                                                             
     As at 30 September 2005                                                    
Shareholders" interest        223 627     326           223 953            
     Deferred tax assets           19 459      (138)         19 321             
     Property, plant &             58 423      (6 230)       52 193             
     equipment including rental                                                 
equipment                                                                  
     Intangible assets             58 940      6 694         65 634             
     2. Reconciliation of                                                       
     earnings per share to                                                      
headline earnings per                                                      
     share                                                                      
                                  Reviewed    Restated                          
                                  12 months   12 months                         
30/9/2006   30/9/2005                         
                                  cents       cents         % change            
     Basic earnings per share      34,3        14,0         145,0               
     Adjusted for:                                                              
Goodwill adjustment           1,8         -                                
     Permanent dimunition in       0,3         -                                
     proceeds from sale of                                                      
     business                                                                   
Profit on dilution of         (11,7)      -                                
     interest in business                                                       
     Profit on sale of interest    (0,9)       -                                
     in business                                                                
Profit on disposal of        (0,4)        -                                
     property, plant &                                                          
     equipment                                                                  
     Basic headline earnings      23,4         14,0         67,1                
per share                                                                  
     3. Commitments                                                             
     Capital                       8 786      997                               
     Operating leases              64 583      29 863                           
Commentary                                                                 
     Overview                                                                   
     UCS Group has continued to build on the platform for growth established    
     over the past few years. Our strategy of good organic growth combined      
with consolidating businesses acquired into larger, more cohesive units    
     trading under the UCS brand has begun to deliver the expected benefits.    
     These benefits include improving margins through economies of scale as     
     well as positioning the enlarged units to more effectively compete for     
bigger projects.                                                           
     UCS is an IT business with a primary focus on Software, Solutions and      
     Services for selected markets. Almost 90% of the Group"s revenue is        
     derived from the sale of its own products and services, rather than the    
sale of third party products.                                              
     The Group has achieved a leadership position in its domestic retail        
     market. With effect from July 2006, UCS Solutions Holdings acquired a 60%  
     interest in the TSS Managed Services (TSSMS) business as part of the UCS   
Group BEE initiatives. The TSSMS unit has a primary focus on the           
     provision of IT infrastructure services to the Public and Financial        
     Services sectors. It provides opportunities for further growth,            
     consolidation and synergistic benefits going forward.                      
The CEB Maintenance business delivered an excellent performance and        
     achieved its profit warranties and other objectives for the year. We are   
     optimistic that it will also achieve its full 2 year profit warranty       
     which runs through to September 2007.                                      
Our specialist `retail domain" software manufacturing unit (UCSSM)         
     completed its transition from its set-up phase to commercial operational   
     phase. It has made good progress with projects currently under way for 2   
     large domestic retailers. There is also significant interest from          
potential international partners. This unit is ideally placed to benefit   
     from the global trend towards outsourced product development and its       
     unique and compelling Assemble-to-Order (A2O) facilities for enterprise-   
     scale retailers.                                                           
We have reviewed our strategy for the development of international         
     markets for our `packaged product" offerings for retailers. The most       
     effective way of achieving significant volumes (and value) will be         
     through the creation of a separate business. Its primary focus will be to  
create a leading brand and product suite for selected verticals in the     
     global retail industry, to be sold through a global `channel" of           
     appropriately selected and trained dealers. It is planned that this        
     business will be externally financed and leverage the existing UCS IP and  
packaged products. It will also utilise the services of UCS Software       
     manufacturing and is intended to be `unbundled" from the UCS Group.        
     Overview of financial results                                              
     Revenue grew strongly by 54% to R793 million (2005: R517 million) with     
22% organic growth and the balance attributable to acquisitions. Annuity   
     revenues grew by 57% to R481 million (2005: R307 million) and comprise     
     61% of total revenues (2005: 59%). Annuity revenues remain a very          
     important component of our business model.                                 
The 2006 financial year saw the Group adopting International Financial     
     Reporting Standards (IFRS) in accordance with the JSE Listings             
     Requirements for listed companies for the first time. Accordingly the      
     2005 comparative numbers have been restated to reflect the impact of IFRS  
as if they were applicable in that period. These adjustments affected      
     numbers reported in 2005 below the revenue line and therefore the          
     reference in the remainder of this commentary to 2005 reflects "re-stated  
     2005".                                                                     
EBITDA was up 108% to R152 million (2005: re-stated R73 million) but       
     included `once off" profits of a capital nature of R30 million (2005: R    
     nil). Excluding these `once off" capital profits, the adjusted EBITDA of   
     R122 million showed a 67% increase over the prior year and came in at      
15,4% (2005: re-stated 14,1%) of revenues.                                 
     Headline earnings per share grew by 67% to 23,4 cents (2005: re-stated     
     14,0 cents) although this included the impact of a net R4,3 million        
     deferred tax credit passed to raise the deferred tax in respect of         
accumulated tax losses in the UCS Solutions subsidiary. Excluding this     
     deferred tax credit, normalised headline earnings per share is 21,6        
     cents, an increase of 54% over the prior year.                             
     Cash flow remains a critical component of our business model. Cash         
generated from operating activities increased by 85% to R119 million       
     (2005: R65 million), representing 49 cents per share (2005: 26,9 cents     
     per share). This contributed positively to the 136% increase in the        
     Group"s cash and near cash balance of R97 million (2005: R41 million).     
The increase in the cash dividend declared reflects our confidence in the  
     ongoing cash generative nature of the Group"s businesses.                  
     The balance sheet has shown considerable change largely due to             
     acquisitions and other corporate activities. Group debt increased to R81   
million (2005: re-stated R15 million), of which R40 million (2005: re-     
     stated R12,2 million) is true bank debt with the predominant portion of    
     the balance of R41 million (2005: re-stated R2,6 million) being IFRS       
     accounting for deferred vendor payments and management fees. True bank     
debt amounted to 11,8% (2005: re-stated 5,4%) of equity whilst total debt  
     came to 23,9% (2005: re-stated 6,6%) of equity.                            
     The current ratio improved 5% to 1,4 to 1 (2005: re-stated 1,3 to 1).      
     Trade receivables of R136 million (2005: re-stated R79 million)            
represented 49 debtors days (2005: re-stated 53 debtors days), an          
     improvement of 8% in debtors days outstanding. Net asset value per share   
     increased by 30,5% to 120,8 cents (2005: re-stated 92,6 cents) and         
     tangible net asset value per share showed a growth of 8,6% to 37,8 cents   
(2005: re-stated 34,8 cents).                                              
     During the year, the Group issued 7,3 million new ordinary shares of       
     which 2,8 million were issued to TSS for cash while the balance were       
     issued to honour staff incentives. A total of 10,965 million share         
options were granted which will vest over a four year period from the      
     grant date of 20 June 2006 at 25 percent of the original grant per year.   
     Based on an independent IFRS2 valuation and the related accounting         
     treatment these new options are forecast to cost the Group R6,4 million    
over the financial period 2007 through to 2010. As at year end there were  
     24,5 million share options that have been granted but not yet exercised    
     and 5,1 million preference shares which will convert into ordinary shares  
     over the next three years subject to the achievement of predefined growth  
targets. After taking these factors into account the Group"s diluted       
     headline earnings per share increased by 73 percent to 22 cents (2005:     
     12,7 cents).                                                               
     No shares were bought back by the Group during the 2006 financial year.    
The board has the authority to buy back up to 20 percent of the shares in  
     issue, representing 48 897 832 shares.                                     
     Acquisitions                                                               
     The acquisition of CEB Maintenance became effective on the first day of    
the current financial year. Full detail of this acquisition was disclosed  
     in the prior year end results announcement as well as the Group"s 2005     
     annual report.                                                             
     On 1 July 2006, UCS through its UCS Solutions Holdings (Proprietary)       
Limited ("UCS Solutions") subsidiary company acquired 100% of the share    
     capital of Newco ("Quadrant Consulting") and 60% of the share capital of   
     TSS MS by issuing 25,1% of the shareholding in UCS Solutions to the        
     seller, Tactical Software Systems (Proprietary) Limited ("TSS"), a black   
owned company.                                                             
     The acquisition of 100% of the share capital of Newco effectively          
     represented the acquisition of 100% of the businesses known as Quartet as  
     well as TSS Business Services. These businesses provide training and SAP   
implementation services. TSSMS provides workplace infrastructure           
     deployment and management services. The total purchase consideration       
     amounted to R58,076,498 and as a result of the equity issued to settle,    
     TSS became a 25,1% BEE shareholder in UCS Solutions.                       
Although 60% of the equity of TSS MS is held by UCS Solutions the parties  
     agreed to enter into a three year management agreement which requires TSS  
     to continue to manage the TSS MS business. The effective 55% shareholding  
     of TSS in TSS MS (i.e. 40% direct holding and 25,1% of 60% indirect        
holding) means that TSS MS remains a black owned entity as defined in the  
     DTI Codes of good BEE practice. The remaining UCS Solutions subsidiaries   
     viz. UCS Solutions (Proprietary) Limited and CEB Maintenance Africa        
     (Proprietary) Limited ("CEB"), become black empowered entities with an     
indirect 25,1% black shareholding.                                         
     TSS and UCS entered into a shareholders" agreement simultaneously with     
     the abovementioned sale of shares agreement. Included in the               
     shareholders" agreement is the acknowledgement that TSS may convert its    
25,1% shareholding of UCS Solutions Holdings to a UCS shareholding after   
     five years from the effective date at the discretion of TSS, or at any     
     stage after the effective date at the discretion of UCS.                   
     The transaction has been concluded at commercial values on a relative      
basis and there is no discount or debt funding behind the structure.       
     Black Economic Empowerment                                                 
     UCS Group"s current BEE strategy was fully disclosed in the 2005 annual    
     report. UCS has made very good progress in positioning for BEE in all      
respects of the charter. In particular businesses representing 61% of our  
     projected revenue are currently either black empowered or black owned.     
     UCS is currently reviewing the next phase of its BEE strategy. It is       
     possible that we will introduce BEE partners and structures at Group       
level.                                                                     
     Contingent Liability                                                       
     An amount limited to a maximum of an additional R12 million, may become    
     payable in respect of the purchase price for CEB Maintenance depending on  
the amount by which the aggregated actual profits for the two year period  
     ending 30 September 2007 exceed the aggregated warranted profits for the   
     same period.                                                               
     In terms of the management agreement entered into between TSSMS & TSS,     
there exists a management incentive fee that is payable for the 33 month   
     period ending 30 June 2009. The possible incentive fee payable will        
     amount to the profits achieved in excess of the warranted profits agreed   
     by the parties and in addition to the management fee which was raised at   
acquisition.                                                               
     Post Balance Sheet Event                                                   
     UCS Group, UCS Solutions (Proprietary) Limited ("UCS Solutions") and one   
     of the largest network providers in South Africa ("the network provider")  
concluded heads of agreement in respect of a strategic partnership with    
     an effective date of 1 November 2006. Included in the heads of agreement   
     is the agreed sale of the UCS Solution"s network business as a going       
     concern to the network provider for a purchase consideration of R17        
million which is payable in cash on the implementation date of 1 February  
     2007.                                                                      
     The conditions precedent to the transaction have already been fulfilled    
     and the parties have embarked on a joint planning process for the          
implementation of the sale of the going concern business by 1 February     
     2007 and the broader strategic partnership which will incorporate further  
     contractual arrangements between the network provider and the various      
     trading subsidiary companies within the UCS Group.                         
The strategic partnership between UCS and the network provider has been    
     concluded to leverage their respective market leading positions. The       
     intention is to position a combined solution offering that is innovative   
     and flexible while maintaining a customer centric approach and harnessing  
UCS"s particular strength in the retail and government vertical market     
     sectors. The breadth and depth of the combined software and services       
     offering will enable the parties to service any customer with distributed  
     locations.                                                                 
Dividend policy                                                            
     The Group is maintaining its policy of paying dividends twice a year.      
     Dividend cover may vary dependant on the Group"s projected cash            
     requirements. This policy will be reviewed regularly to ensure effective   
capital management.                                                        
     Prospects                                                                  
     We are building an IT enterprise that contributes meaningfully to the      
     growth and prosperity of all of our stakeholders - our investors, our      
employees, our customers, our channel partners, our suppliers and our      
     communities.                                                               
     The IT market remains a challenging one, with technology change a          
     `constant" and with customers expecting and demanding better returns from  
IT investments. However, good opportunities are available to vertically    
     focused, innovative and acquisitive businesses like UCS.                   
     The Group is well placed, strategically as well as operationally, to       
     continue the trend of strong top-line growth with improving cash flows     
established over the past few years in its domestic market. The TSSMS      
     acquisition presents excellent growth opportunities in new markets         
     outside of the traditional retail vertical focus. Additionally benefits    
     from our international initiatives could start flowing through in the      
next twelve months.                                                        
     Dividend declaration                                                       
     Notice is hereby given that the board of directors has declared a final    
     dividend of 4 cents per ordinary share in respect of the year ended 30     
September 2006. The dividend will be paid on Monday, 12 February 2007.     
     To comply with the procedures of STRATE, the last day to trade in the      
     shares for the purpose of entitlement to the final dividend is Friday, 2   
     February 2007. The shares will commence trading ex dividend on Monday 5    
February 2007 and the record date will be Friday, 9 February 2007.         
     Share certificates may not be dematerialised or rematerialised between     
     Monday 5 February 2007 and Friday, 9 February 2007 both days inclusive.    
     Review report                                                              
These results have been reviewed by Deloitte & Touche and their            
     unqualified review report is available for inspection at the Group"s       
     registered office.                                                         
     For and on behalf of the Board                                             
DC Coles       JD Bright                                                   
     (Chairman)     (CEO)                                                       
     24 November 2006                                                           
     Company Secretary                                                          
Corporate Governance CC                                                    
     Registered office                                                          
     20th Floor, 209 Smit Street,                                               
     Braamfontein 2001                                                          
PO Box 31266,                                                              
     Braamfontein 2017                                                          
     Transfer secretaries                                                       
     Link Market Services South Africa (Pty) Ltd                                
11 Diagonal Street, Johannesburg 2001                                      
     PO Box 4844,                                                               
     Johannesburg 2000                                                          
     There is more to UCS than meets the eye.                                   
www.ucs.co.za                                                              
Date: 28/11/2006 07:08:37 AM Produced by the JSE SENS Department                
                                                                                
                                                                                
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