ANSYS LIMITED - Posting of circular, notice of general meeting and further update on the acquisition of Parsec Holdings

Posting of circular, notice of general meeting and further update on the acquisition of Parsec Holdings

Ansys Limited
(Incorporated in the Republic of South Africa)
(Registration number 1987/001222/06)
JSE Share Code: ANS ISIN: ZAE000097028
(“Ansys” or “the company”)


Announcement regarding:
      -     posting of circular and notice of general meeting
      -     further update on the acquisition of Parsec Holdings (Pty) Ltd (“Parsec Holdings”)


1.        POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING

Shareholders referred to the announcement dated 2 March 2015 and are advised that Ansys has posted the
circular to shareholders relating to the acquisition of Parsec Holdings and the specific issue of shares to a
related party.

Notice is hereby given that the General Meeting of the Company will be held at 9:00 on Monday, 1 June 2015
at the registered office of Ansys, 140 Bauhinia Street, Highveld Techno Park, Centurion.

2. UPDATE ON THE ACQUISITION OF PARSEC HOLDINGS


2.1         Funding secured

Capitalised terms used and not otherwise herein defined, have the meanings ascribed thereto in the Previous
Announcements.

Shareholders are referred to the announcement released on SENS on 31 March 2015 regarding the issue of
42 406 667 Ansys shares at 36 cents per share amounting to R17, 2 million. The funds received will be used
to partly fund the acquisition of Parsec Holdings and for working capital requirements.

2.2         Irrevocable commitments

Ansys has obtained irrevocable commitments from shareholders holding 51% of the shares in issue prior to
the general issue for cash to vote in favour of the acquisition.

2.3         Update on the acquisition

Shareholders are referred to the various announcements regarding the acquisition of Parsec Holdings (Pty)
Ltd.

Numerous suspensive conditions have now been fulfilled and the acquisition is subject to the following
remaining suspensive conditions:

2.3.1       by no later than 30 April 2015, Parsec Holdings providing Ansys with a resolution by its board of
            directors in compliance with Section 46 as read with Section 4 of the Companies Act, authorising
            payment of a distribution of R9 779 203 to the Parsec seller;

2.3.2       by no later than 30 April 2015, Parsec Holdings and Parsec providing Ansys with a resolution by its
            board of directors in compliance with Section 46 as read with Section 4 of the Companies Act,
            authorising payment of a distribution of R10 000 000 to the Parsec Holdings sellers;

2.3.3       by no later than 30 April 2015, Parsec Holdings providing Ansys with written proof that the
            withholdings tax on the dividends above has been paid to the South African Revenue Services;

2.3.4       by no later than 30 April 2015, the sellers providing Ansys with written waivers and/or consents from
            any third parties, for the signing and lawfully giving effect to the agreement;
2.3.5   in the event that the property has not been transferred to Parsec Properties, by no later than 30 April
        2015, Parsec Properties providing Ansys with the sale agreement entered into with Odyssey
        Developments Proprietary Limited in terms of which it acquired the Property for R30 000 000;

2.3.6   in the event that the property has not been transferred to Parsec Properties, by no later than 30 April
        2015, Parsec Properties providing Ansys with written proof that Nedbank Limited has granted Parsec
        Properties a loan for payment of the same consideration;

2.3.7   in the event that the property has not been transferred to Parsec Properties, by no later than 30 April
        2015, Parsec Properties providing Ansys with written confirmation that Parsec Properties shall be
        entitled to enter into a lease with Parsec Holdings entitling it to occupy the improvements on the
        property;

2.3.8   by no later than 15 June 2015, all applicable regulatory requirements are complied with and obtained
        from the TRP and the Competition Authorities; and

2.3.9   by no later than 15 June 2015, obtaining Ansys shareholders approval for the acquisition and the
        issue of new Ansys shares.




Corporate and designated advisor                                 Legal advisor to Ansys
Exchange Sponsors                                                Klagsbrun Edelstein Bosman De Vries Inc

22 April 2015
Johannesburg

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