NCS - Nictus - Cautionary announcement relating to an unbundling

NCS - Nictus - Cautionary announcement relating to an unbundling                
NICTUS LIMITED                                                                  
(Incorporated in the Republic of South Africa)                                  
(Registration number 1981/001858/06)                                            
JSE Share code: NCS                                                             
NSX Share code: NCT                                                             
ISIN Code NA0009123481                                                          
("Nictus" or "the Company")                                                     
1. Introduction                                                                 
Nictus shareholders ("Shareholders") are advised that the board of directors    
of Nictus ("Board") has resolved to investigate a proposal in terms of which    
all the shares that Nictus holds in Nictus Holdings Limited ("Nictus            
Namibia") be distributed to Shareholders, in the entitlement ratio of 1:1,      
in terms of section 46 and section 112 read together with section 115 of the    
South African Companies Act, 2008, as amended ("SA Act") and in accordance      
with the relevant Namibian and South African taxation                           
requirements("Unbundling").                                                     
It is Nictus Namibia`s intention that subject to the fulfilment of the          
conditions precedent to the Unbundling and the approval of the Namibian         
Stock Exchange ("NSX"), the unbundled Nictus Namibia shares will be listed      
on the NSX. In addition, Nictus will retain its secondary listing on the        
NSX.                                                                            
2. Rationale for the Unbundling                                                 
The Board has undertaken an extensive strategic review of the Company and       
its current Namibian and South African operations and has concluded that it     
is preferable for the Namibian and South African operations to be separately    
listed on the respective stock exchanges of the countries in which they         
operate. In order to achieve this objective, the Board proposes to unbundle     
its Namibian operations and list them separately on the NSX. The unbundling     
and simultaneous listing of Nictus Namibia on the NSX will enhance the          
strategic flexibility of the Namibian and South African operations and will     
enable the two separately listed entities to embark on their own strategy to    
grow within their respective commercial and regulatory environments.            
The Board believes that the Unbundling will further enhance Shareholder         
value by giving Shareholders improved exposure to the intrinsic value of the    
two separately listed entities.                                                 
3. Suspensive conditions to the Unbundling                                      
The Unbundling is subject to the following conditions precedent:                
    -    the passing by the requisite majority of Shareholders at the           
General Meeting of the ordinary and special resolutions required       
         to implement the Unbundling;                                           
    -    that none of the special resolutions are retracted or treated as a     
         nullity;                                                               
-    the obtaining of all regulatory approvals, to the extent required;     
    -    the approval by the NSX for the listing of the unbundled Nictus        
         Namibia shares on the NSX; and                                         
    -    confirmation by the JSE Limited ("JSE") that it has been satisfied     
that, immediately subsequent to the Unbundling, Nictus will comply     
         with the Main Board Listings Requirements of the JSE.                  
4. Cautionary announcement                                                      
Nothing contained in this announcement constitutes a firm intention to          
implement an affected transaction, as contemplated in Part A of the SA Act,     
nor should it in any circumstances be construed as such. A further              
announcement will be released on SENS and in the press once the full terms      
and salient dates of the Unbundling have been finalised. Accordingly,           
Shareholders are advised to exercise caution when dealing in the Company`s      
securities until a further announcement in this regard is published.            
Johannesburg                                                                    
12 June 2012                                                                    
Corporate advisor, sponsor and joint tax advisor: KPMG Services Proprietary     
Limited                                                                         
Namibian legal advisors: Theunissen, Louw & Partners                            
South African legal advisors and joint tax advisor: Webber Wentzel              
Reporting accountants and auditors: KPMG Inc.                                   
Sponsor on the NSX: Simonis Storm Securities (Member of the NSX)                
Date: 12/06/2012 16:00:03 Supplied by www.sharenet.co.za                     
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