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IFC - IFCA Technologies Limited - Further update to the mandatory offer,

Release Date: 23/01/2012 17:45
Code(s): IFC
Wrap Text

IFC - IFCA Technologies Limited - Further update to the mandatory offer, disposal of IFCA Software Proprietary Limited and acquisition of third wave diving and Travel Proprietary Limited 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" or "the Company") FURTHER UPDATE TO THE MANDATORY OFFER, DISPOSAL OF IFCA SOFTWARE PROPRIETARY LIMITED AND ACQUISITION OF THIRD WAVE DIVING AND TRAVEL PROPRIETARY LIMITED AND RENEWAL OF CAUTIONARY ANNOUNCEMENT 1 Further update to the mandatory offer, disposal of IFCA Software Proprietary Limited and acquisition of Third Wave Diving and Travel Proprietary Limited Further to the announcements released on SENS on 1 November 2011 and 9 December 2011 which set out the details of, inter alia, the mandatory offer, the IFCA sWare Disposal and the Third Wave Acquisition, and using the terms defined therein unless otherwise stated, shareholders are hereby provided with a further update thereto. 1.1 Mandatory offer Shareholders are advised that the Circular, containing full details of, inter alia, the mandatory offer, as well as a notice to convene a general meeting of IFCA shareholders in order to consider and, if deemed fit to pass, with or without modification, the resolutions necessary to approve and implement, inter alia, the IFCA sWare Disposal as detailed in paragraph 1.2 below, is in the process of being finalised and approved. Accordingly, the board of directors of IFCA ("the Board") expects to distribute the Circular by no later than the end of February 2012. 1.2 IFCA sWare Disposal On 5 August 2011, it was announced on SENS ("initial announcement") that IFCA had entered into an agreement with Squirewood Investments 99 Proprietary Limited ("Squirewood" or "the Acquiror"), in terms of which, subject to the fulfilment or waiver of certain conditions precedent, Squirewood will acquire 100% of the IFCA sWare Sale Shares and the IFCA sWare Sale Claims from IFCA for a total consideration of R1 000.00. Shareholders are hereby advised that IFCA sWare will no longer be acquired by Squirewood, but by a different entity, the details of which will be announced to shareholders in due course. Except for the aforementioned change in the Acquiror, the terms of the IFCA sWare Disposal will remain materially unchanged since the initial announcement. The disposal of IFCA sWare, the Company`s sole operating entity, constitutes a disposal of IFCA`s entire undertaking in terms of section 112 of the Companies Act. Consequently, IFCA is required to obtain a fair and reasonable opinion from an Independent Professional Expert, as well as the approval for the IFCA sWare Disposal from shareholders, by way of a special resolution, in accordance with section 115 of the Companies Act. The opinion of the Independent Professional Expert, and the independent board, will be included in the Circular. 1.3 Third Wave Acquisition Shareholders are furthermore advised that certain conditions of the Third Wave Acquisition are being finalised and that these will be announced in due course. Accordingly, a resolution seeking shareholder approval for the Third Wave Acquisition will not be included in the Circular. Details of the Third Wave Acquisition will be set out in a separate circular to shareholders in due course. 2 Renewal of cautionary announcement Further to the cautionary announcement dated 3 March 2011, and the subsequent renewal of cautionary announcements, the last of which was dated 9 December 2011, shareholders are advised that numerous negotiations are still in progress, which if successfully concluded, may have a material effect on the price of the Company`s securities. Accordingly, shareholders are advised to continue to exercise caution when dealing in the Company`s securities, until a further announcement is made. 23 January 2012 Designated Adviser Merchantec Capital Date: 23/01/2012 17:45:00 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.

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