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UCS - UCS Group Limited - Clarification announcement regarding the proposed disposal by UCS UCS GROUP LIMITED (Incorporated in the Republic of South Africa) (Registration number 1993/002253/06) Share code: UCS ISIN: ZAE000016150 ("UCS") CLARIFICATION ANNOUNCEMENT REGARDING THE PROPOSED DISPOSAL BY UCS OF ALL THE SHARES IN AND CLAIMS HELD BY UCS AGAINST CERTAIN OF ITS SUBSIDIARIES TO BUSINESS CONNEXION GROUP LIMITED ("BCG") 1. Introduction UCS shareholders ("Shareholders") are referred to the circular dated 9 March 2011 ("the Circular") and the announcement issued by BCG today ("the BCG Announcement") regarding the conclusion of an agreement, as amended, between UCS and BCG ("the Agreement"). In terms of the Agreement, UCS will, subject to the fulfillment or waiver of certain conditions precedent, dispose of its shares in and claims against certain of its subsidiaries to BCG ("the Disposal") and subsequently unbundle the consideration shares received from BCG pursuant to the Disposal to Shareholders ("the Unbundling") ("the Transaction"). A meeting of Shareholders will take place at 15h00 on Thursday, 31 March 2011, to consider and adopt the necessary shareholder resolutions to give effect to the Transaction. 2. Clarification regarding the Disposal consideration A portion of the purchase consideration for the Disposal will be discharged through the allotment and issue of 101 243 118 ordinary shares in BCG ("Minimum Consideration Shares") at R5.77 per share. The Agreement provides that such number of BCG shares shall not constitute less than 25% of the entire issued share capital of BCG, plus one BCG share on the closing date of the Disposal ("the UCS Minimum Shareholding"). In order to ensure that the UCS Minimum Shareholding is achieved as contemplated in the Agreement, BCG will, in addition to the Minimum Consideration Shares, allot and issue 25 033 334 "A" ordinary shares to UCS at their par value of R0.0059 ("the A Shares"). This issue increases the consideration for the Disposal by an amount of R147 696.67, being the par value of the A Shares. The issue of the A Shares is subject to BCG receiving approval from the JSE Limited to list the A Shares. Shareholders are referred to the BCG Announcement and the Investor Relations section of the BCG website (www.bcx.co.za) to obtain further details of the terms and conditions attaching to the A shares. 3. The provisional A Share Unbundling entitlement ratio It is intended that the A Shares will be unbundled to Shareholders together with the Minimum Consideration Shares. The provisional A Share Unbundling entitlement ratio (based on the number of A Shares, 288 422 658 UCS shares in issue and 8 590 170 outstanding unexercised options in respect of UCS share schemes, respectively) is 0.08428 A Shares for every one UCS share held (i.e. 8.428 A shares for every 100 UCS shares held on the Unbundling record date) ("the A Provisional Ratio"). If the application of the A Provisional Ratio results in the aggregate of A Shares to be distributed to Shareholders not being a whole number, the relevant fraction will be rounded up to the nearest whole number if the fraction is equal to or greater than 0.5 of an A Share, or rounded down to the nearest whole number if the fraction is less than 0.5 of an A share. The A Provisional Ratio will be adjusted, if required, to take into account the actual number of A Shares and UCS shares in issue on the expected finalisation date (which expected date is based on the assumption that the last condition precedent relating to the Transaction will be fulfilled on 29 April 2011), being Thursday, 5 May 2011 ("the Finalisation Date") and shall be confirmed to Shareholders on the Finalisation Date. 4. Effect of the receipt of the A Shares on the information set out in the Circular The effect of the receipt of the A Shares on the information set out in the Circular is positive for UCS shareholders, but not material. The recommendation of the board of directors of UCS to Shareholders to vote in favour of the Transaction, as set out in the Circular, therefore remains unchanged. Johannesburg 29 March 2011 Corporate advisor and sponsor One Capital Attorneys Glyn Marais Date: 29/03/2011 14:01:02 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.
