| Fri 20 Dec 2002, 12:25 | | Prism - Proposed Terms of the Rights Offer by Pris |
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Prism - Proposed Terms of the Rights Offer by Prism to raise R34,8 million
PRISM HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/018949/06)
Share code: PIM ISIN Code: ZAE000022257
("Prism" or "the company")
Proposed Terms of the Rights Offer by Prism to raise R34,8 million
1. INTRODUCTION
As announced on 4 December 2002, the board of directors of Prism has resolved to
proceed with a renounceable rights offer of 290 414 410 new Prism ordinary
shares of 0,1 cent per share ("new shares") on the basis of 100 new shares for
every 100 shares held, at an issue price of 12 cents per share, to raise an
amount of R34,8 million, before expenses ("the rights offer").
Prism has recognised that its current obligations, together with its future
working capital requirements have necessitated a financial restructuring of the
company. The proceeds of the rights offer will be used to satisfy the company`s
working capital requirements and to repay a portion of the company`s banking
liabilities.
2. UNDERWRITING
Underwriters, consisting of The Archway Technology Venture Capital Fund, Horizon
Equity Partners (Pty) Limited, Standard Corporate and Merchant Bank, a division
of The Standard Bank of South Africa Limited, Tomori Enterprises Limited and a
Management Consortium have jointly agreed to fully underwrite the rights offer.
3. PRO FORMA FINANCIAL EFFECTS
Based on the audited consolidated results and balance sheet of Prism for the
year ended 30 June 2002, the pro forma financial effects of the rights offer
reflected below assume that:
- the rights offer is fully underwritten;
- for the purposes of the effects on earnings per share and headline earnings
per share, the rights offer proceeds (after implementation costs) had been
received on 1 July 2001 and invested at an after-tax rate of interest of 7% per
annum;
- for purposes of the effects on net asset value and tangible net asset value,
- the net rights offer proceeds had been received on 30 June 2002; and
- the calculations are based on a weighted average number of shares of 580 828
820 adjusted as if the issue had taken place on 1 July 2001.
Audited Pro
forma
Before After
the the Change
Per Prism share rights rights %
offer offer
(cents) (cents)
Earnings (121) (54) 55%
Headline earnings (34) (15) 56%
Net asset value 20 16 (19%)
Tangible net asset value (13) (0) 97%
4. CONDITIONS PRECEDENT
The implementation of the rights offer is subject to the following outstanding
conditions precedent:
- JSE Securities Exchange South Africa ("JSE") granting a listing for the
renounceable (nil paid) letters of allocation ("the LA`s") and the 290 414 410
new shares to be issued pursuant to the rights offer;
- approval of the Exchange Control Department of the South African Reserve Bank
("Excon") to the extent necessary; and
- Registrar of Companies registering the rights offer documentation.
5. SALIENT DATES AND TIMES
The last date to trade in Prism shares in order to be entitled to participate in
the rights offer is Friday, 17 January 2003 for settlement by Friday, 24 January
2003. Subject to the approval of the JSE, it is anticipated that the LA`s will
be listed with effect from the commencement of trade on the JSE on Monday, 20
January 2003, on which date the Prism shares will trade "ex-rights". These
dates may be subject to change, and any such change will be announced in the
press.
6. GENERAL
The necessary circular to shareholders, incorporating the LA`s and Revised
Listing Particulars, is in the course of preparation and will be mailed to Prism
shareholders in due course.
7. WITHDRAWAL OF CAUTIONARY NOTICE
The cautionary announcement dated 4 December 2002 is hereby withdrawn.
Accordingly shareholders are no longer required to exercise caution when dealing
in their Prism shares.
Johannesburg
20 December 2002
Investment Bank and sponsor Attorneys
Gensec Bank Limited Prinsloo Tindle &
(Registration number Andropoulos
1996/004744/06) (Registration number
1998/021593/21)
Date: 20/12/2002 07:00:03 AM Produced by the JSE SENS Department
