| Fri 10 Jan 2003, 16:44 | | Prism Holdings Limited - Terms And Salient Dates O |
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Prism Holdings Limited - Terms And Salient Dates Of The Underwritten Rights
Offer By Prism To Raise R34,8 Million ("The Rights Offer")
PRISM HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/018949/06)
Share code: PIM; ISIN: ZAE000022257
("Prism" or "the company")
___________________________________________________________________________
TERMS AND SALIENT DATES OF THE UNDERWRITTEN RIGHTS OFFER BY PRISM TO RAISE R34,8
MILLION ("THE RIGHTS OFFER")
___________________________________________________________________________
1. INTRODUCTION
It was announced on 20 December 2002 that the directors of Prism have
resolved that the company make an underwritten rights offer to all Prism
shareholders to raise R34,8 million.
2. THE PURPOSE OF THE RIGHTS OFFER
The purpose of the rights offer is to raise R34 849 729 (before expenses)
which will be used to:
- satisfy the company`s working capital requirements; and
- repay a portion of the company`s banking liabilities.
3. SALIENT TERMS OF THE RIGHTS OFFER
Number of ordinary shares to be offered 290 414 410
Ratio of entitlement 100 new ordinary shares
for every 100 ordinary
shares in Prism
Rights offer price for new ordinary shares 12 cents
Total amount to be raised before expenses R34 849 729
Number of ordinary shares in issue after the
rights offer 580 828 820
4. LISTING OF PRISM SHARES AND LETTERS OF ALLOCATION ON THE JSE SECURITIES
EXCHANGE SOUTH AFRICA ("JSE")
The JSE has granted approval for the listings of:
- the 290 414 410 renounceable (nil paid) letters of allocation (Code: PIMN;
ISIN code: ZAE000044707) to be issued pursuant to the rights offer from the
commencement of trading on Monday, 20 January 2003 to Friday, 7 February
2003, both days inclusive; and
- the 290 414 410 new ordinary shares to be issued in terms of the rights
offer from the commencement of trading on Monday, 10 February 2003.
5. SALIENT DATES AND TIMES
The salient dates and times for the rights offer are as follows:
2003
_______________________________________________________________________
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, 17 January
Listing of letters of allocation on the JSE commences
at 09:00 on Monday, 20 January
Shares commence trading ex-rights on the JSE
at 09:00 on Monday, 20 January
Record date for rights offer at the close of
business on Friday, 24 January
Rights offer opens at 09:00 on Monday, 27 January
Last day for trading in letters of allocation
on the JSE in
order to settle by Friday, 14 February 2003 on Friday, 7 February
Listing of new shares on the JSE and trading commences
in the new shares at 09:00 on Monday, 10 February
Rights offer closes at 14:30 on Friday, 14 February
Record date for letters of allocation on Friday, 14 February
Refund cheques to certificated shareholders, if
applicable, in respect of unsuccessful excess
applications, posted on or about Monday, 17 February
Results of rights offer announced on SENS on or about Monday, 17 February
Entitlements in terms of the rights offer available on Monday, 17 February
CSDP or broker accounts debited and updated on Monday, 17 February
New share certificates issued and posted on Monday, 17 February
Results of rights offer announced in the press on or
about Tuesday, 18 February
Notes:
- All times and dates referred to in this announcement are South African
times;
- share certificates may not be dematerialised or rematerialised between
Monday, 20 January 2003 and Friday, 24 January 2003, both days inclusive;
- Central Securities Depository Participant`s ("CSDP") effect payment on a
delivery versus payment method in respect of dematerialised shares; and
- dematerialised shareholders are required to notify their duly appointed
CSDP or broker of their acceptance of the rights offer in the manner and
time stipulated in the agreement governing the relationship between such
shareholders and their CSDP`s or brokers.
6. PRO FORMA FINANCIAL EFFECTS OF THE RIGHTS OFFER
Set out below are the unaudited pro forma financial effects of Prism post
the successful completion of the rights offer. 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 2001 and 30 June
2002, respectively. The pro forma financial effects have been compiled from
the audited consolidated financial statements for the year ended 30 June
2002 adjusted as described in the notes below.
Audited Pro forma
before the rights offer after the rights offer Change
Per Prism share (cents)(1) (cents) (2) %
Earnings (121) (54) (2,3) 55
Headline earnings (34) (15) (2,3) 56
Net asset value 20 16) (4) (20)
Tangible net asset
value (13) (1) (4) 92
Notes:
1). Extracted from the audited consolidated financial statements of Prism for
the year ended 30 June 2002;
2). It is assumed that the rights offer of 290 414 410 new Prism shares are
fully taken up for a total amount of R34 849 729 and the net proceeds
(after the underwriting fee of R1 400 000 and further anticipated fees and
expenses of R400 000 incurred by Prism) were received on 1 July 2001 and
applied in full against banking liabilities incurring interest at an
average after-tax rate of 9,74%;
3). The calculations are based on a weighted average number of shares of 580
828 820 adjusted as if the full rights offer had been taken up at 1 July
2001;
4). The calculations are based on a number of shares of 580 828 820 adjusted as
if the full rights offer had been taken up at 30 June 2002.
7. UNDERWRITING
Underwriters, consisting of The Archway Technology Venture Capital Fund,
Horizon Equity Partners (Proprietary) Limited, Standard Corporate and
Merchant Bank, a division of The Standard Bank of South Africa Limited,
Tomori Enterprises Limited and a Management Consortium have agreed to fully
underwrite the rights offer.
8. DOCUMENTATION
A circular, including Revised Listing Particulars, giving full details of
the rights offer ("the circular") will be posted to ordinary shareholders
on Monday, 27 January 2003. A form of instruction in respect of the letter
of allocation will be enclosed with the circular sent to shareholders that
have not dematerialised their Prism shares.
Copies of the circular, in English, are available for inspection from
Monday, 27 January 2003 during normal business hours until 14 February 2003
(Saturdays, Sundays and public holidays excluded) from:
- the registered office of the company, Building 1, Prism Business Park, Ruby
Close, Fourways, Sandton, 2146;
- the company`s Investment Bank and Sponsor, Gensec Bank Limited, 3A Summit
Road, Dunkeld West, 2196; and
- the company`s transfer secretaries, Computershare Investor Services
Limited, 70 Marshall Street, corner Sauer Street, Johannesburg, 2001.
Johannesburg
10 January 2003
Investment Bank and Attorneys Reporting accountants and
Sponsor auditors
Prinsloo, Tindle &
Gensec Bank Limited Andropoulos Inc. PricewaterhouseCoopers Inc
(Registration number Attorneys Chartered Accountants (SA)
1996/004744/06) (Registration (Registration number
number 1998/012055/21)
1998/021593/21)
Joint Underwriter Joint Underwriter Joint Underwriter
Horizon Equity The Archway Tomori Enterprises
Partners Technology Venture Incorporated in the British
(Proprietary) Limited Capital Fund Virgin Islands
(Registration number (Master`s reference (Certificate of Incorporation
1996/004275/07) number IT 1628/01 ) number 124599)
Joint Underwriter Corporate and Legal Advisor to the
Underwriters
Standard Corporate and Merchant Bank Corpcapital Corporate Finance
(A division of The Standard Bank of (A division of Corpcapital
South Africa Limited) Investments (Proprietary) Limited)
(Registration number 1962/000738/06) (Registration number 1998/000100/07)
Date: 10/01/2003 02:39:00 PM Produced by the JSE SENS Department
