| Fri 18 Jan 2002, 0:00 | | Prism: Finalisation Information Relating To The Ri |
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PRISM HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/018949/06)
Share code: PIM ISIN: ZAE000022257
("Prism" or "the company")
Finalisation information relating to the rights offer by Prism to raise up
to R90 million ("the rights offer")
1. INTRODUCTION
It was announced on 7 December 2001 that the directors of Prism had resolved
to raise up to R90 million by way of a rights offer of new Prism shares to
Prism shareholders based on their holdings at the close of business on
Friday, 1 February 2002.
2. THE PURPOSE OF THE RIGHTS OFFER
The purpose of the rights offer is to raise approximately R90 million
(before expenses) which will be used to:
- increase the capital base of Prism, which, in turn, will increase the size
of the company, thereby meeting the expanding needs, and future funding
requirements of the growth and development of Prism;
- raise capital to satisfy the company's increased working capital
requirements; and
- permanently repay a portion of the company's loan facilities of R75
million.
3. SALIENT TERMS OF THE RIGHTS OFFER
Number of ordinary shares to be offered 105 882 353
Ratio of entitlement 49,72356 new ordinary
shares for every 100 ordinary
shares in Prism
Rights offer price for new ordinary shares 85 cents
Total amount to be raised before expenses R90 million
Number of ordinary shares in issue after the rights offer 318 824 383
Only rounded numbers of shares will be issued. Shareholders will be
entitled to rounded numbers of shares once the ratio of entitlement has been
applied.
4. LISTING OF PRISM SHARES AND LETTERS OF ALLOCATION ON THE JSE SECURITIES
EXCHANGE SOUTH AFRICA ("JSE")
The JSE has granted listings for:
* the 105 882 353 renounceable (nil paid) letters of allocation (Code: PIMN;
ISIN code: ZAE000036349) to be issued pursuant to the rights offer from the
commencement of trading on Monday, 28 January 2002 until the close of
business on Friday, 15 February 2002); and
* the 105 882 353 new ordinary shares to be issued in terms of the rights
offer from the commencement of trading on Friday, 1 March 2002.
5. SALIENT DATES AND TIMES
The salient dates and times for the rights offer are as follows:
2002
Last day to trade for rights offer in order to settle
by the record date and to qualify to participate in the
rights offer (cum entitlement) on Friday, 25 January
Listing of letters of allocation on the JSE
commences at 09:00 on Monday, 28 January
Shares commence trading ex-rights on the
JSE at 09:00 on Monday, 28 January
Record date for rights offer at the close of
business on Friday, 1 February
Rights offer opens at 09:00 on Monday, 4 February
Last day for trading in letters of allocation on
the JSE in order to settle by Friday,
22 February 2002 on Friday, 15 February
Rights offer closes at 14:30 on Friday, 22 February
Record date for letters of allocation on Friday, 22 February
Refund cheques, if applicable, in respect of
unsuccessful excess applications, posted on Monday, 25 February
Results of rights offer announced in the press
and on SENS on or about Monday, 25 February
Entitlements in terms of the rights offer available on Friday, 1 March
CSDP accounts credited Friday, 1 March
New share certificates and share statements issued Friday, 1 March
Listing of new shares on the JSE and
trading commences in the new shares at 09:00 on Friday, 1 March
Note:
- No rematerialisation/dematerialisation orders for ordinary shares may be
processed between Monday, 21 January 2002 and Friday, 1 March 2002, both
days inclusive.
- Shareholders may sell their letters of allocation provided their ordinary
shares have been dematerialised.
- The above dates and times are subject to change. Any such change will be
announced in the press and on SENS.
6. PRO FORMA FINANCIAL EFFECTS OF THE RIGHTS OFFER
Set out below are the unaudited pro forma financial effects of Prism after
the rights offer on the published audited consolidated financial results of
Prism for the year ended 30 June 2001 asssuming R90 million of rights are
followed (scenario 1) and assuming R55 million of rights are followed, being
the underwritten portion of the rights offer (scenario 2). The unaudited pro
forma financial effects are provided for illustrative purposes only, to show
the effect of the rights offer on earnings and net asset value per share as
if the rights offer proceeds had been received on 1 July 2000 and 30 June
2001, respectively. The pro forma financial effects have been compiled from
the audited consolidated financial statements for the year ended 30 June
2001 adjusted as described in note 2 below:
Scenario 1 (R90 million rights are followed)
Audited Pro forma
before the after the
rights offer rights offer Change
(cents)1 (cents) %
Earnings 27,1 18,52 (31,7)
Headline earnings 32,7 22,32 (31,8)
Net asset value 136,1 118,1 (13,2)
Tangible net asset value 81,1 81,3 0,2
Notes:
1. Extracted from the consolidated financial statements of Prism for the
year ended 30 June 2001.
2. It is assumed that the R90 million rights offer was fully subscribed. It
is assumed that the net rights offer proceeds (after implementation costs of
R3,4 million) were received on 1 July 2000 and applied as follows:
- R15 million utilised to finance the growth and development of Prism;
- R50 million utilised to finance increased working capital requirements;
and
- R21,6 million utilised to redeem interest bearing debt, resulting in an
interest expense saving at an average after tax interest rate of 10,0%.
Scenario 2 (R55 million rights are followed)
Audited Pro forma
before the after the
rights offer rights offer Change
(cents)1 (cents) %
Earnings 27,1 20,92 (22,9)
Headline earnings 32,7 25,22 (22,9)
Net asset value 136,1 123,1 (9,6)
Tangible net asset value 81,1 80,9 (0,2)
Notes:
1. Extracted from the consolidated financial statements of Prism for the
year ended 30 June 2001.
2. It is assumed that the R55 million rights, being the underwritten portion
of the rights offer were followed. It is assumed that the net rights offer
proceeds (after implementation costs of R3,0 million) were received on 1
July 2000 and applied as follows:
- R7 million utilised to finance the growth and development of Prism;
- R35 million utilised to finance increased working capital requirements;
and
- R10 million utilised to redeem interest bearing debt, resulting in an
interest expense saving at an average after tax interest rate of 10,2%.
7. UNDERWRITING
A consortium of investors led by The Archway Technology Venture Capital Fund
has agreed to underwrite R55 million of the amount to be raised pursuant to
the rights offer. A minimum of R55 million, before expenses, will be raised
through the offer.
8. DOCUMENTATION
A circular giving full details of the rights offer ("the circular") will be
posted to ordinary shareholders on or after Monday, 4 February 2002. A
letter of allocation will be included with the circular sent to shareholders
that have not dematerialised their Prism shares.
Copies of the circular, in English, will be available from Monday, 4
February 2002 during normal business hours from:
- the registered office of the company, Building 1, Prism Business Park,
Ruby Close, Fourways, Sandton; and
- the company's transfer secretaries, Computershare Services Limited, 2nd
Floor Edura, 41 Fox Street, Johannesburg.
9. DEMATERIALISATION
Prism shares have been dematerialised and electronic settlement through
STRATE has been in operation since 11 June 2001. Prism shareholders, who
have dematerialised their Prism shares and who are eligible to receive
rights shares, must make the necessary arrangements through their appointed
Central Securities Depository Participants or brokers, regarding their
acceptance or otherwise of the rights offer. Shareholders who have not
dematerialised their Prism shares are advised that the letters of allocation
issued to them in terms of the rights offer must be dematerialised prior to
any trade therein.
Johannesburg
18 January 2002
Investment bank and lead sponsor to the transaction
Gensec Bank Limited
(Registration number 1996/004744/06)
Attorneys to Prism
Werksmans Inc.
(Registration number 1990/007215/21)
Lead investor
The Archway Technology Venture Capital Fund
(Master's reference number IT1628/01)
Sponsor
Standard Corporate and Merchant Bank
(A division of The Standard Bank of South Africa Limited)
(Registration number 1962/000738/06)
Independent advisor
PricewaterhouseCoopers
Corporate Finance (Proprietary) Limited
(Registration number 1970/003711/07)
