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ICC/SKJ - ICC/Sekunjalo - Proposed acquisition of first Light Administration Services (Proprietary) Limited and cautionary announcement INDUSTRIAL CREDIT COMPANY AFRICA HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number 1997/010950/06) Share code: ICC & ISIN: ZAE000053203 ("ICC") SEKUNJALO INVESTMENTS LIMITED (Incorporated in the Republic of South Africa) (Registration number 1996/006093/06) Share code: SKJ & ISIN: ZAE000017893 ("Sekunjalo") PROPOSED ACQUISITION OF FIRST LIGHT ADMINISTRATION SERVICES (PROPRIETARY) LIMITED ("FLAS") AND CAUTIONARY ANNOUNCEMENT 1. INTRODUCTION Shareholders of ICC and Sekunjalo are hereby advised that Sekunjalo has accepted an offer from ICC for the acquisition by ICC of: i) the issued ordinary share capital of FLAS held by Sekunjalo, being 50.3% of the issued ordinary shares; ii) all of the "B" preference shares in the issued share capital of FLAS held by Sekunjalo and the remaining shareholders of FLAS; and iii) all claims on loan account which Sekunjalo and the remaining shareholders of FLAS may have against FLAS, (hereinafter referred to as "the transaction"), subject to the fulfilment of certain conditions precedent, as set out in paragraph 6 below.
2. BACKGROUND INFORMATION FLAS is an established retirement fund administrator providing services to 160 Corporates, including listed and private owned Companies. FLAS administers accounts for approximately 40 000 members with a combined asset value in excess of R1 billion. 3. RATIONALE FOR THE TRANSACTION
The rationale for the acquisition of FLAS by ICC is to obtain access to selected fields of financial services. Sekunjalo is in the process of restructuring the financial service businesses within the Sekunjalo Group. The disposal of FLAS is in line with the current business strategy and will potentially unlock value in the long-term to Sekunjalo. 4. PURCHASE CONSIDERATION The total purchase consideration for the transaction is made up as follows: i) R12 295 000 to Sekunjalo for its ordinary shares in FLAS and for its "B" preference shares in FLAS;
ii) R1 880 000 to the remaining FLAS shareholders for their "B" preference shares in FLAS; and iii) an amount to be determined at the effective date for shareholders` loan accounts against FLAS, which shall be equal to the face value of such claim on the effective date. As at 30 April 2010, the total shareholders` loan accounts against FLAS amounted to R4 972 006 of which R4 279 002 was attributable to Sekunjalo`s loan account against FLAS. ICC will pay the purchase consideration through a fresh issue of ICC shares on the effective date and ICC shall issue such number of ICC shares at the purchase consideration of 3 cents per share based on ICC shares being subdivided to a par value of 1 cent per share, save for the portion of the purchase consideration paid as follows:
i) R2 240 000 will be taken over of the shareholders loan accounts in (iii) above to be settled in cash in 6 months following the effective date of transaction to Sekunjalo. 5. EFFECTIVE DATE The transaction will become effective on the date all conditions precedent to the transaction are fulfilled, as set out in paragraph 6 below. 6. CONDITIONS PRECEDENT The transaction is conditional, inter alia, upon the fulfilment of: i) the approval of the transaction by ICC shareholders;
ii) the approval of the transaction by the Financial Services Board; iii) the relisting of ICC on the JSE Limited ("JSE") AltX Board and the continued listing of the ICC on the JSE (it should be noted that ICC is currently suspended on the Venture Capital Market); iv) the compliance by ICC of all regulatory obligations to the extent necessary to give effect to the transaction; v) the completion of a high level legal and financial due diligence of ICC by Sekunjalo, to the satisfaction of Sekunalo; and
vi) conclusion of a comprehensive sale and purchase agreement between Sekunjalo and ICC including debt settlement agreements. 7. PRO FORMA FINANCIAL EFFECTS The pro forma financial effects will be disclosed to shareholders of ICC upon fulfilment of all conditions precedent to the transaction. 8. CLASSIFICATION OF THE TRANSACTION The transaction will not result in a change of control. However, it will constitute a reverse take-over in terms of the Listing Requirements of the JSE that will require revised listings particulars for ICC. Accordingly a circular prepared in terms of the Listings Requirements of the JSE, containing a notice of general meeting of ICC shareholders, will be dispatched to ICC shareholders in due course, subject to the outcome of the formal presentation by the ICC to the AltX Advisory Committee, as detailed in paragraph 9 below. 9. CONTINUED LISTING ON THE JSE ICC shareholders are advised that ICC is still suspended. The directors of ICC are in the process of applying for the lifting of the current suspension from the JSE and transfer of ICC to the AltX. The JSE has requested ICC to make a formal presentation to the AltX Advisory Committee. Should ICC not meet the listing criteria, then ICC will be subsequently delisted by the JSE. The outcome of this will be announced to ICC shareholders in due course.
10. ICC FURTHER CAUTIONARY ANNOUNCEMENT ICC shareholders are hereby therefore advised to exercise caution in the trading of ICC shares on the JSE, until such time as a detailed terms announcement in respect of the transaction is disclosed. Cape Town 8 June 2010 Sponsor to Sekunjalo: PSG Capital (Pty) Limited Legal Adviser to Sekunjalo: Edward Nathan Sonnenbergs Inc. Sponsor to ICC: Arcay Moela Date: 08/06/2010 07:05:06 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.
