| Fri 24 Oct 2003, 16:04 | | ANNOUNCEMENT TO SHAREHOLDERS REGARDING THE RECEIPT |
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NET 1 APPLIED TECHNOLOGY HOLDINGS LIMITED - ANNOUNCEMENT TO SHAREHOLDERS
REGARDING THE RECEIPT OF AN OFFER AND FURTHER CAUTIONARY ANNOUNCEMENT
NET1 APPLIED TECHNOLOGY HOLDINGS LIMITED
(Registration number 1977/007207/06)
ISIN: ZAE 000024113
Share Code: APL
("Aplitec" or "the company")
ANNOUNCEMENT TO SHAREHOLDERS REGARDING THE RECEIPT OF AN OFFER AND FURTHER
CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Shareholders of Aplitec are advised that the directors of Aplitec have
received an offer from the Offeror on substantially the terms set out
hereunder ("the offer").
The offer is the first significant step in a proposed series of interlinked
transactions, which will be announced in greater detail in due course, that
will have the effect of creating a global group positioned to develop the
UEPS and FTS Technologies on a world wide basis, by combining the rights to
the technologies held by Aplitec and Net1 UEPS Technologies, Inc. ("NUEP").
The UEPS and FTS Technologies deliver a fully integrated payment and
settlement system. Aplitec owns the exclusive rights to market, sell,
licence, distribute, develop or modify the technology in South Africa and
its surrounding territories (Namibia, Zimbabwe, Botswana, Mozambique,
Lesotho and Swaziland).
NUEP, a company incorporated in the USA whose shares are quoted on the USA
OTC Bulletin Board owns the exclusive rights to market, sell, licence,
distribute, develop or modify the technology in the rest of the world
excluding South Africa and its surrounding territories.
2. THE OFFEROR
The Offeror is Newshelf 713 (Proprietary) Limited, a new company
incorporated in South Africa and which is to be renamed Net1 Applied
Technologies South Africa (Proprietary) Limited in due course. The Offeror
currently has no operating assets and is held 100 percent by funds under
the management of Brait S.A. ("Brait Group"). Upon all the conditions to
which the offer is subject being fulfilled or waived, the Brait Group will
transfer 100 percent of the issued capital in the Offeror to NUEP for the
par value of such shares.
The Brait Group will underwrite the reinvestment option referred to in
paragraph 3 below and on the successful completion of these various
transactions, will become a significant shareholder in the global group
together with a consortium of investors including funds under the
management of Southern Cross Capital Limited and FF & P Asset Management
Limited.
None of the Offeror, NUEP or the Brait Group currently holds any shares in
Aplitec.
3. THE OFFER
In terms of the offer before the board and subject to the fulfilment or
waiver of certain suspensive conditions, it is intended that the entire
undertaking of Aplitec, excluding R300m of cash, will be disposed of in
terms of section 228 of the Companies Act, 1973 (Act 61 of 1973) as amended
("the disposal") to the Offeror.
The net purchase price for the disposal, after payment of CGT, STC and
liquidation costs, will be R 825 641 638,25. This will result in Aplitec
shareholders receiving 475 cents per Aplitec share (before personal taxes)
assuming that the shareholders of Aplitec approve the voluntary winding-up
of Aplitec.
Following the disposal it is proposed that Aplitec be wound up in terms of
a members" voluntary winding-up and that Aplitec will distribute the
disposal consideration together with the cash assets of Aplitec to Aplitec
shareholders which will be equivalent to 475 cents per Aplitec share ("the
advance distribution").
As part of the advance distribution, Aplitec shareholders will receive the
right to invest in the Offeror. Aplitec shareholders will be entitled to
elect to receive the advance distribution as follows:
* 475 cents in cash per Aplitec ordinary share; or
* 190 cents in cash per Aplitec ordinary share and an investment of 285
cents per Aplitec ordinary share in the Offeror and the right in due
course to participate in the future global group through the swap of
their shares in the Offeror for shares in NUEP for no further
consideration ("the reinvestment option").
Following the advance distribution, the listing of Aplitec on the JSE
Securities Exchange South Africa ("JSE") will be suspended and subsequently
terminated.
In terms of the offer, the disposal will not be conditional upon the
voluntary winding-up of Aplitec. Should the winding-up not be approved by
shareholders, there will not be a distribution to shareholders and it is
proposed that Aplitec itself exercise the reinvestment option. The
consequences of this would be that Aplitec would remain listed on the JSE
and its assets would comprise a 58.14% interest in the Offeror and cash
reserves.
4. UNDERTAKINGS
Undertakings to vote in favour of the disposal have been received from
Aplitec shareholders or from their respective fund manager"s holding 54.83%
of the issued ordinary share capital of Aplitec entitled to vote.
Undertakings to elect the reinvestment option have been received from
Aplitec shareholders or from their respective fund manager"s holding 57.54%
of the issued ordinary share capital of Aplitec.
5. CONFIRMATION OF FINANCIAL RESOURCES
An independent third party will provide the Securities Regulation Panel
with the necessary written confirmation that the Brait Group has sufficient
cash resources available to satisfy its obligations in full pursuant to the
disposal taking into account the undertakings to elect the reinvestment
option (outlined in 4 above).
6. FURTHER CAUTIONARY ANNOUNCEMENT
The board of directors of Aplitec is considering the terms of the offer and
the implications for the company and its shareholders. Once the offer has
been given due consideration, a further announcement will be made giving
full details of the terms of the offer, the reinvestment option and the
effects thereof.
Shareholders are therefore advised to continue exercising caution when
dealing in the company"s shares until a further announcement is made.
Johannesburg
24 October 2003
Sponsor to Aplitec:
Merrill Lynch South Africa (Pty) Limited
Date: 24/10/2003 04:00:07 PM Produced by the JSE SENS Department
