ISA - Announcement of BEE partners through an issue of shares for cash and

ISA - Announcement of BEE partners through an issue of shares for cash and      
      withdrawal of cautionary announcement                                     
ISA HOLDINGS LIMITED (formerly Y3K GROUP LIMITED)                               
("ISA", "the company" or "the group")                                           
Incorporated in the Republic of South Africa                                    
(Registration number: 1998/009608/06)                                           
JSE share code: ISA (formerly YHK)                                              
ISIN code: ZAE000067344 (formerly ZAE000017208)                                 
ANNOUNCEMENT OF BEE PARTNERS THROUGH AN ISSUE OF SHARES FOR CASH AND WITHDRAWAL 
OF CAUTIONARY ANNOUNCEMENT                                                      
1.  BEE partners                                                                
The board of directors are proud to announce the company"s BEE partner,         
Viewcrest Trading 3 (Pty) Ltd ("Viewcrest"), which includes Silverline          
Consulting Services (Pty) Ltd and EmpowerGroup Holdings (Pty) Ltd, resulting in 
32.5% of ISA"s shares being owned by an 80% black owned and 80% black controlled
company, with a 50% black woman shareholder.                                    
The members of Viewcrest have extensive experience and knowledge of the ICT     
market and will bring both operational and strategic synergies to the Group.    
Management intends to nominate to the board of company 3 black persons from     
Viewcrest. This nomination includes Jayne Phiri, who will furthermore be        
nominated as the group non-executive chairperson, as well as Alan Naidoo and    
Andrew Maren who will both be nominated as non-executive directors.             
2.  Issue for cash                                                              
The board of directors hereby informs shareholders that as at 30 June 2006 it   
has completed a transaction for a new issue of shares for cash, whereby         
62,592,593 ordinary shares have been allocated to Viewcrest at a subscription   
price of 35.234 cents per share. The price for the issue of shares was          
determined by the directors on 3 May 2006 and was based on the weighted average 
trading price for the period, 15 March 2006 to 2 May 2006, less a discount of   
19.18%. This issue of shares increases the total number of ordinary shares in   
issue from 130,000,000 to 192,592,593 ordinary shares. The application to list  
these shares has been approved by the JSE Limited and the capital raised from   
this issue, amounting to R22,053,874 will result in the strengthening of the    
company"s capital base.                                                         
The discount of 19.18%, being over the allowed maximum discount of 10%, is to be
approved by shareholders at a General Meeting, which is to be held on or before 
31 August 2006. Irrevocable undertakings from more than 75% of the shareholders 
of the company in favor of the issue of 62,592,593 shares at 35.234 cents have  
been received.                                                                  
The unaudited pro forma financial effects are provided for illustrative purposes
only to show the effect of the issue for cash on earnings and net asset value as
if the proceeds had been received on 1 March 2005 and 28 February 2006,         
respectively. Because of their nature the unaudited pro forma financial effects 
may not give a true reflection of ISA"s financial position and performance. The 
financial effects of the issue on the earnings per share and net asset value of 
ISA, based on the audited balance sheet of ISA as at 28 February 2006 and for   
purposes of the earnings per share calculation assuming that interest of 7% per 
annum before tax was earned for the 12 month period ended 28 February 2006.     
Per ordinary share           Before        Pro forma     % increase /           
                                             After         (decrease)           
                             Cents           Cents           Cents              
Net asset value              16.3            23.3            42.9%              
Net tangible asset value     11.4            20.0            75.4%              
Earnings                      5.8             4.7           (19.0%)             
Headline earnings             6.1             5.0           (18.0%)             
3.  Additional subscription                                                     
Furthermore, Viewcrest shall be obliged, on 30 June 2011, to subscribe for 1    
additional ordinary share for an amount of R2,503,704, plus interest calculated 
from 30 June 2006, if the 30 day weighted average traded price per share is in  
excess of 39.234 cents, less any dividends paid by the company in the preceding 
5 years.                                                                        
This obligation is subject to certain terms detailed in the subscription        
agreement entered into between the company and Viewcrest.                       
4.  Withdrawal of cautionary announcement                                       
Shareholders are referred to the cautionary announcement dated 4 May 2006 and   
are advised that the anticipated BEE transaction has been completed as outlined 
above. Caution is therefore no longer required to be exercised by shareholders  
when dealing in ISA securities.                                                 
On behalf of the board                                                          
Randburg                                                                        
30 June 2006                                                                    
Designated advisor: Exchange Sponsors (Pty) Ltd                                 
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.                      
Date: 30/06/2006 05:31:30 PM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department