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Allied Technologies Limited - Acquisition of Prism TranSwitch Services (Pty) Ltd
("PTSS")
Allied Technologies Limited
(Incorporated in the Republic of South Africa)
(Registration number 1946/020415/06)
Share Code: ALT ISIN: ZAE000015251
("Altech")
Acquisition of Prism TranSwitch Services (Pty) Ltd ("PTSS")
1. INTRODUCTION
Altech has entered into a heads of agreement with Prism Holdings Limited
("Prism") to purchase the entire issued share capital and shareholder loans in
PTSS from Prism with effect from 1 December 2002 ("the acquisition"), subject to
the conditions precedent set out below. The acquisition price is R47 million,
payable in cash. A formal sale agreement will be concluded in due course and
will contain terms and warranties as are usual for a transaction of this nature.
2. RATIONALE FOR THE ACQUISITION
PTSS is South Africa`s leading electronic funds transfer and bill payment
processing services business. It switches over 150 million transactions per year
on behalf of major retailers, utilities and financial institutions, including,
amongst others, Pick `n Pay, Shoprite, Eskom, Telkom, BP and Edcon. PTSS will
complement Altech`s existing card solutions businesses and there is significant
scope for the further development of PTSS`s business within the Altech Card
Solutions stable.
Altech anticipates that PTSS will also add impetus to Altech Card Solutions by
further strengthening its customer base and enabling the further development and
extension of the value-add services it provides to its customers. PTSS will
provide end-to-end payment solutions in conjunction with other Altech companies,
such as Africard and Cardtronic, both of which are in the card business. Altech
therefore anticipates that PTSS will prove to be significantly value-enhancing
to the Altech group in the medium term.
This acquisition will have no immediate material financial impact on Altech`s
pro-forma HEPS or net assets per share. However, in view of its strategic
importance and added value to Altech, increased financial benefits should be
derived within the near future.
3. CONDITIONS PRECEDENT
The acquisition is subject to the fulfilment of the following suspensive
conditions by not later than 30 November 2002:
- the conclusion of a formal sale agreement
- approval by shareholders of Prism in general meeting in terms of the
requirements of the JSE Securities Exchange South Africa ("JSE")
- approvals by the necessary regulatory authorities, including the Competition
Commission South Africa, the JSE and the Securities Regulation Panel; and
- Prism procuring the release of PTSS from all obligations it has to third
parties for the indebtedness of the Prism group.
Johannesburg
7 October 2002
Investment bank
Nedcor Investment Bank
Joint sponsors
HSBC
Cazenove
Date: 07/10/2002 05:52:00 PM Produced by the JSE SENS Department
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