1TIME HOLDINGS LIMITED - Update to the Acquisition of Global Airways Limited

Update to the Acquisition of Global Airways Limited

1time Holdings Limited
Incorporated in the Republic of South Africa
(Registration number 1999/017536/06)
JSE code: 1TM ISIN: ZAE000102026
(“1time” or “the Company”)


UPDATE TO THE ACQUISITION OF GLOBAL AIRWAYS LIMITED



1. INTRODUCTION AND UPDATE

   Shareholders are referred to the announcement released on SENS on 4 December 2013 whereby
   shareholders were advised that 1time had entered into a binding agreement (“Agreement”) with Global
   Aviation Holdings Limited and Pak Africa Trade Zone Proprietary Limited on 2 December 2013, to acquire
   100% of the issued share capital of Global Airways Limited (“Global Airways”). The consideration in
   respect thereof being R21.6 million, to be settled by way of the issue of 720 million 1time ordinary shares
   at an issue price of 3 cents per share.

   Shareholders are hereby provided with an update thereto.
   -  1time has entered into a revised binding subscription agreement (“the Subscription Agreement”) with
      AU-Trading Proprietary Limited (“AU-Trading”) (“the Subscriber”) on 21 October 2014 to acquire
      100% of the issued share capital of Pak Africa Aviation Limited (“Pak Africa Aviation”) (“the
      Acquisition”). The consideration in respect of the Acquisition is R21.6 million, to be settled by way of
      the issue of 720 million 1time ordinary shares (“Subscription Shares”) at an issue price of 3 cents per
      share (“the Purchase Consideration”). The Subscription Agreement will replace the Agreement dated
      2 December 2013.

   The rationale for the revised Subscription Agreement is as follows:
   -  Global Airways changed its name to Pak Africa Aviation with effect from 13 May 2014; and
   -  AU-Trading is now the sole shareholder of Pak Africa Aviation and accordingly will be the only
      recipient of the Subscription Shares.

2. UNDERLYING FINANCIAL INFORMATION OF PAK AFRICA AVIATION

   As per Pak Africa Aviation’s annual financial statements for the year ended 28 February 2014 (“financial
   statements”) which will be included in the circular to shareholders, the value of Pak Africa Aviation’s net
   assets that are the subject of the transaction was R71 669 and the profit for the year attributable to those
   net assets was R14 307 708.
   
   However, post year end but prior to audit sign-off of the financial statements, Pak Africa Aviation
   purchased 2 aircraft on 26 March 2014 at a combined value of $3 000 000 or R32 087 400, which
   increased the value of Pak Africa Aviation’s net assets to R32 159 069 as at 26 March 2014.

   Save as disclosed, there have been no other changes to the terms announced on SENS on 4 December
   2013, furthermore, shareholders are reminded that the Company is still under cautionary and are
   accordingly advised to continue exercising caution when dealing in the Company’s securities, until a
   further announcement is made.

Johannesburg
23 October 2014

Sponsor
Merchantec Capital

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