UCS - UCS Group Limited - Results of General Meeting, Remaining Conditions

UCS - UCS Group Limited - Results of General Meeting, Remaining Conditions      
Precedent and Expected Timing of the Unbundling                                 
UCS GROUP LIMITED                                                               
(Incorporated in the Republic of South Africa)                                  
(Registration number 1993/002253/06)                                            
Share code: UCS                                                                 
ISIN: ZAE000016150                                                              
("UCS")                                                                         
RESULTS OF GENERAL MEETING, REMAINING CONDITIONS PRECEDENT AND EXPECTED TIMING  
OF THE UNBUNDLING                                                               
1.   Introduction                                                               
UCS shareholders ("Shareholders") are advised that at the UCS general       
    meeting held on 31 March 2011, the ordinary and special shareholder         
    resolutions pertaining to the disposal by UCS of all the shares in and      
    claims held by UCS against certain of its subsidiaries to Business          
Connexion Group Limited ("BCG") ("the Disposal") and the subsequent         
    unbundling of the consideration shares received from BCG pursuant to the    
    Disposal to Shareholders ("the Unbundling") ("the Transaction") were passed 
    by the requisite majority of Shareholders present or represented by proxy.  
The special resolutions have been lodged, for registration, with the        
    Companies and Intellectual Property Registration Office ("the               
    Registration").                                                             
2.   Remaining conditions precedent to the Transaction                          
Shareholders are referred to the announcement published on the Securities   
    Exchange News Service on 29 March 2011 and in the press on 30 March 2011    
    regarding the allotment and issue of 25 033 334 A ordinary shares ("the A   
    Shares") to UCS at their par value of R0.0059 which increased the           
consideration for the Disposal by an amount of R147 696.67.                 
    In terms of an addendum to the sale of shares and claims agreement, entered 
    into between UCS and BCG on 31 March 2011, a further condition precedent to 
    the Transaction is that by no later than 29 April 2011 (or such later date  
as may be agreed to in writing between UCS and BCG), the A class ordinary   
    shares in the issued share capital of BCG have been listed on the JSE       
    Limited ("JSE") and the JSE has provided written confirmation that the A    
    Shares to be allotted and issued to UCS will be listed on the JSE on the    
allotment and issue thereof ("the Additional Condition Precedent").         
    While unconditional Competition Commission approval for the Transaction has 
    been obtained, certain conditions precedent, being primarily the Additional 
    Condition Precedent and the Registration, are still to be fulfilled ("the   
Remaining Conditions Precedent").                                           
3.   Expected timing of the Unbundling                                          
    The Unbundling entitlement ratios and the Unbundling date will be confirmed 
    on the expected finalisation date which is currently Thursday, 5 May 2011   
("the Expected Finalisation Date"). The Expected Finalisation Date is based 
    on the assumption that the Remaining Conditions Precedent will be fulfilled 
    on 29 April 2011. The finalisation date will change should the Remaining    
    Conditions Precedent be fulfilled before or after 29 April 2011.            
Johannesburg                                                                    
31 March 2011                                                                   
Corporate advisor and sponsor                                                   
One Capital                                                                     
Attorneys                                                                       
Glyn Marais                                                                     
Date: 31/03/2011 17:34:01 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.