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IFC - IFCA Technologies Limited - Update on General issue of shares for cash, change in control and mandatory offer, withdrawal of cautionary announcement and renewal of cautionary announcement IFCA TECHNOLOGIES LIMITED Incorporated in the Republic of South Africa) (Registration number 2006/030759/06) Share code: IFC ISIN:ZAE000088555 ("IFCA Tech" or "the company") UPDATE ON GENERAL ISSUE OF SHARES FOR CASH, CHANGE IN CONTROL AND MANDATORY OFFER, WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT AND RENEWAL OF CAUTIONARY ANNOUNCEMENT GENERAL ISSUE OF SHARES FOR CASH Pursuant to the announcement published on SENS on 7 January 2011, the board is pleased to announce that the Company has issued a further 6 700 000 shares for cash at 6.9 cents per share at a 10% discount to the 30 day VWAP of the company at the date the shares were agreed to be issued, totalling R426 300 and a further issue of shares of 30 800 000 ordinary shares at 7.72 cents per share which is at the 30 day VWAP at the date the shares were agreed to be issued totalling R2 377 760. The cash will be used for operating costs of the company as well as fund costs for the new acquisitions as well as related corporate actions fees. The board had previously approved the issue of up to 57 500 000 under its general authority to issue shares for cash and had issued 20 000 000 shares to Decaweb Investments (Proprietary) Limited and its associates ("Decaweb") as previously announced. The issue of shares for cash is under the company`s general authority which authority was resolved at the company`s annual general meeting held on 02 August 2010. The issue of the additional 6 700 000 shares was effective on or about 14 January 2011 and the issue of the further 30 800 000 shares was on or about 17 February 2011. PRO FORMA FINANCIAL EFFECTS The table below summarises the pro forma financial effects of the issue of initial 20 000 000 shares for cash at 6.9 cents and the subsequent issues of 6 700 000 shares at 6.9 cents per share and 30 800 000 at 7.72 cents per share on the published unaudited results of IFCA Tech for the unaudited interim period ended 30 June 2010, as though the cumulative issue of 57 500 000 shares had been in effect from 01 January 2010 for income statement purposes and at 30 June 2010 for balance sheet purposes. The pro forma financial effects, which are the responsibility of the directors, have been prepared for illustrative purposes only and, due to their nature, may not fairly present IFCA financial position, changes in equity, results of operations or cash flows. Published Pro forma 30 Percentage Unaudited 30 June 2010 change %
June 2010 After Before Loss per ordinary share (1.19) (0.76) 36.38% (cents) Headline loss per ordinary (1.19) (0.76) 36.38% share (cents) Net asset value per share 6.62 6.86 3.65% (cents) Net tangible asset value per (2.80) 0.58 120.74% share (cents) Weighted average shares in 100 662 983 158 162 983 57.12% issue (`000) Shares in issue at period end 115 000 000 172 500 000 50.00% Assumptions: 1 The "Before" column is extracted from the unaudited results for the six months ended 30 June 2010 as published on SENS. 2 The "After" Column assumes the following: * For income statement purposes, it is assumed that the R4 220 060 was received on 01 January 2010 and was applied to reduce creditors. Thus no interest received has been assumed nor any costs associated with the issue have been assumed as these costs are immaterial and limited to share issue costs and JSE Listings fees. The issue of 57 500 000 new shares has been assumed as at 01 January 2010 for purposes of these pro formas. * For balance sheet purposes the issue of 57 500 000 new shares has been assumed as at 30 June 2010 and the cash proceeds have been applied to the reduction of trade creditors. CHANGE IN CONTROL AND MANDATORY OFFER In addition to the new issue of shares for cash above, Kutana has sold the remaining balance of the shares it owns in IFCA comprising of 19 233 000 shares for a cash consideration of 6.9 cents per share amounting to R1 311 000. The issue of additional shares, together with the sale of the balance of shares owned by Kutana for cash as mentioned above and in the announcement dated 6 January 2011, will cause Decaweb to hold more than 35% of IFCA, which will constitute an "affected transaction" in terms of the Securities Regulation Panel ("SRP") Code. Decaweb or an associate thereof, as a consequence, is obliged to make a mandatory offer to the minority shareholders of IFCA Tech on comparable terms and conditions. Carl Spingies Attorneys acting on behalf Decaweb has provided cash confirmation to the SRP in accordance with Rule 21.7 of the SRP Code that sufficient funds are available to satisfy full acceptance of the mandatory offer. The Company is in the process of drafting a circular to shareholders which will include the details of the change in control and mandatory offer to minorities in terms of Rule 8.1 of the SRP Code at the higher of the issue and sale price being 7.72 cents per share. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT Shareholders are advised that as a result of this change in control announcement the cautionary announcement regarding dealings in IFCA securities is now withdrawn. RENEWAL OF CAUTIONARY ANNOUNCEMENT Shareholders are advised that the company has entered into new negotiations, which if successfully concluded, may have an effect on the price of the company`s securities. Shareholders are accordingly advised to exercise caution when dealing in the company`s securities until a full announcement has been made. It is intended that, pursuant to these negotiations, and subject to JSE and shareholder approval, that the Company will apply to move its listing to the Main Board of the lists of the JSE. It is also the intention to dispose of the software business as part of the restructure of the group. Johannesburg 03 March 2011 Designated Advisor Arcay Moela Sponsors (Proprietary) Limited Date: 03/03/2011 12:15:02 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.
