ISA Limited - Cautionary Announcement

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 Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department