acquisition of asset MORVEST BUSINESS GROUP LIMITED (Incorporated in the Republic of South Africa) (Registration No. 2003/012583/06) Share code: MOR ISIN code: ZAE000152567 (“Morvest or the “Company”) ACQUISITION OF THE SHARES AND CLAIMS OF THE BUSINESS OF ISOLVE BUSINESS SOLUTIONS (PTY) LIMITED AND SQLDB TECHNOLOGIES SOLUTIONS (PTY) LIMITED AND RENEWAL OF CAUTIONARY ANNOUNCEMENT 1. Introduction and terms Shareholders are advised that Morvest, through its 50% subsidiary ITQ Business Solutions (Pty) Limited (“ITQ or the Purchaser”), has entered into an agreement with Bhavmon (Pty) Limited (“Bhavmon” or “the Seller”), and subject to the conditions precedent, to acquire 60% of the shares and claims of the issued share capital of both Isolve Business Solutions (Pty) Limited and SQLDB Technology Solutions (Pty) Limited (collectively “the Companies”) from the Seller for a purchase consideration of R16.2 million (“the purchase consideration“)(“the acquisition”). The effective date of the acquisition is 1 January 2013. 2. Settlement of the consideration Settlement of the purchase consideration of R16.2 million will be in cash and is subject to the Companies achieving their forecast 2013 and 2014 profit after tax (“PAT”) hurdle as follows: - an initial cash payment of R7.2 million payable on the the first day after the last of the conditions precedent are fulfilled; - R3.6 million shall be payable within 30 days after the issue by the auditors of the 2013 PAT certificate; and - R5.4 million shall be payable within 30 days after the issue by the auditors of the 2014 PAT certificate, subject to the Companies achieving the cumulative PAT hurdle of R13.2 million for the financial period ending on 31 December 2013 and 2014. In the event that the cumulative PAT achieved is less than the cumulative PAT Hurdle of R13.2 million, the purchase price shall be reduced by R1.8 million. If the cumulative PAT achieved is less than R12.5 million, then the purchase price will be reduced by R4.00 for every rand that the cumulative PAT is short of the cumulative PAT hurdle. 3. Description of the Companies and rationale for the acquisition The Companies’core business the provision of business intelligence solutions, enterprise solutions, custom development solutions, data management solutions, hardware and licensing and learning solutions and services. The acquisition is consistent with the Company’s growth strategy. 4. Financial effects The pro forma financial effects in relation to the acquisition are not yet available. 5. Conditions precedent The acquisition is subject to the fulfilment of each of the following suspensive conditions: - The delivery of the audited financial statements of the Companies for the year ended 31 May 2012, together with the unaudited management accounts which include the 2013 budget (“the effective date accounts”) by Bhavmon to ITQ, to ITQ’s satisfaction; - The satisfactory completion of a due diligence investigation by ITQ’s representatives; - the approval by Bhavmon shareholders of a special resolution in terms of Sections 112(2) and 115(2) of the Companies Act No 71 of 2008; - the conclusion of shareholders agreements in relation to the Companies on terms acceptable to ITQ, Morvest and Bhavmon; - the approval by ITQ, Morvest and the Seller of the service contracts between the shareholders and the Companies; - the approval of Bhavmon’s directors of the acquisition and delivery of a signed copy of the relevant directors resolutions to ITQ; and - the approval of the acquisition by the boards of ITQ, Bhavmon and Morvest. 6. Warranties The acquisition is subject to warranties that are considered normal for a transaction of this nature. 7. Categorisation of the acquisition The acquisition is categorised as a Category 2 transaction in terms of the JSE Limited Listings Requirements. 8. Renewal of cautionary announcement Shareholders are advised to exercise caution when dealing in the Company’s securities until a further announcement is made that includes the financial effects. Johannesburg 27 February 2013 Sponsor: Sasfin Capital (A division of Sasfin Bank Limited) Date: 28/02/2013 07:05:00 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.