| Mon 17 May 2004, 8:42 | | UPDATE FOR APLITEC SHAREHOLDERS AND CHANGES TO THE |
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NET1 APPLIED TECHNOLOGY HOLDINGS LIMITED - UPDATE FOR APLITEC SHAREHOLDERS AND
CHANGES TO THE IMPORTANT DATES AND
TIMES
Net1 Applied Technology Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1997/007207/06)
JSE Share code: APL
ISIN: ZAE000024113
("Aplitec")
UPDATE FOR APLITEC SHAREHOLDERS AND CHANGES TO THE IMPORTANT DATES AND TIMES
Further to the announcement dated 21 January 2004, Aplitec shareholders are
advised that a circular to Aplitec shareholders incorporating a notice of
general meeting, form of proxy and form of election will be posted to Aplitec
shareholders on Monday, 17 May 2004 ("the circular"), together with a Net1
Applied Technologies South Africa Limited ("New Aplitec") prospectus ("the
prospectus") and the joint proxy statement/prospectus of Net1 UEPS Technologies,
Inc. ("NUEP") ("the NUEP Offering Document").
1. Purpose Of The General Meeting And The Rescission Offer
In order to comply with the requirements of the JSE Securities Exchange
South Africa ("JSE") and the Securities Regulation Panel, Aplitec made the
following disclosures to its shareholders:
* the announcement to shareholders regarding the receipt of an offer
from New Aplitec and further cautionary announcement on Friday, 24
October 2003;
* the terms announcement on Thursday, 30 October 2003; and
* the circular issued to Aplitec shareholders on Monday, 17 November
2003 ("Section 228 circular").
On Tuesday, 9 December 2003, the Aplitec shareholders met and approved:
* the disposal by Aplitec of its entire undertaking in terms of section
228 of the Companies Act, 1973 (Act 61 of 1973), as amended, to New
Aplitec ("the disposal");
* the distribution to Aplitec shareholders, at the election of Aplitec
shareholders, of either:
* 500 cents in cash per Aplitec ordinary share ("cash option"); or
* an advance liquidation dividend comprising 190 cents in cash per
Aplitec ordinary share and an investment of 285 cents per
Aplitec ordinary share in New Aplitec via a South African bewind
trust ("New Aplitec Participation Trust"). In addition to this
advance liquidation dividend, reinvesting Aplitec shareholders
will be granted, via the New Aplitec Participation Trust, the
right to receive, for no additional consideration, an interest in
NUEP ("reinvestment option"); and
* the delisting of the Aplitec ordinary shares from the JSE and the
winding-up of Aplitec, (collectively, "the active transactions").
In addition, on Wednesday, 3 December 2003, NUEP filed a proxy
statement on Schedule 14A.
On Tuesday, 3 February 2004, NUEP initially filed a registration statement,
of which the NUEP Offering Document was a part, with the US Securities and
Exchange Commission ("SEC"). In connection with its review of the
registration statement, the staff of the SEC advised NUEP that the
disclosures described above may have violated Section 5(a) of the US
Securities Act of 1933, as amended ("US Securities Act"), because they were
made prior to the filing of the registration statement. The staff also
advised NUEP that the Aplitec shareholder action described above may have
violated Section 5(c) of the US Securities Act because it occurred prior to
the registration statement being declared effective by the SEC.
The offer to Aplitec shareholders to rescind any acceptance of NUEP
securities that may have occurred on Tuesday, 9 December 2003, in
connection with the vote to approve the active transactions ("the
rescission offer") will be made prior to the election by Aplitec
shareholders with respect to the reinvestment option. The rescission offer
is not an admission of non-compliance with USA federal securities laws. In
the opinion of the Aplitec board of directors, under South African law, no
offer or acceptance of NUEP securities has taken place.
The rescission offer is being made at this time because, as noted above, in
connection with the SEC registration process, the staff of the SEC has
advised that potential violations of Section 5 under the US Securities Act
may have occurred and that consideration should be given to the making of
the rescission offer. Assuming that a majority of the holders of issued
Aplitec ordinary shares VOTE AGAINST (i.e. do not accept) the rescission
offer and that all the other suspensive conditions (as detailed in the
Section 228 circular) to the active transactions are waived or fulfilled,
the election in respect of the reinvestment option outlined to Aplitec
shareholders in terms of the circular will open on Tuesday, 8 June 2004.
This rescission offer is being made to all Aplitec shareholders recorded in
the shareholders" register at commencement of business on Monday, 7 June
2004, regardless of whether any such Aplitec shareholder owned Aplitec
ordinary shares at the time of the announcements described above or at the
time of the Aplitec shareholder vote on Tuesday, 9 December 2003 and
regardless of whether such Aplitec ordinary shares were voted in favour of
the disposal.
The general meeting to consider and vote on the rescission offer will be
convened for 08:30 on Monday, 7 June 2004.
If the holders of a majority of the issued and outstanding Aplitec ordinary
shares VOTE FOR (i.e. accept) the rescission offer, the active transactions
WILL NOT be consummated as a result of the failure of certain of the
suspensive conditions to which the active transactions are subject and
Aplitec shareholders will receive neither the cash option nor the
reinvestment option.
If the holders of a majority of the issued Aplitec ordinary shares VOTE
AGAINST (i.e. do not accept) the rescission offer, the active transactions
WILL be consummated as originally contemplated and Aplitec shareholders,
regardless of their vote on the rescission offer, will receive cash or, if
they elect the reinvestment option, cash and interests in the New Aplitec
Participation Trust, subject to the waiver of fulfilment of any unfulfilled
suspensive conditions outstanding.
2. Important Dates And Times
2.1 By agreement between Aplitec and New Aplitec, the date for the
fulfilment or waiver of the suspensive conditions has been extended
from 31 May 2004 to 8 June 2004.
2.2 Prior to the general meeting
2004
Circular containing the notice of
general meeting posted together with
the prospectus and the NUEP Offering
Document to Aplitec shareholders on Monday, 17 May
Last day for receipt of forms of proxy
from Aplitec shareholders for the general
meeting by no later than 08:30 on Friday, 4 June
General meeting to be held at 08:30 on Monday, 7 June
Announcement of the results of the general
Meeting and declaration data, finalisation
information and announcement of the fulfilment
or waiver of the suspensive conditions released
on the Securities Exchange News Service of the
JSE on Monday, 7 June
Announcement of the results of the general
Meeting and declaration data, finalisation
information and announcement of the fulfilment
or waiver of the suspensive conditions published
in the press on Tuesday, 8 June
2.3 After the general meeting
If the holders of a majority of the issued Aplitec ordinary shares
VOTE AGAINST (i.e. do not accept) the rescission offer, the active
transactions WILL be consummated, subject to the waiver or fulfilment
of the remaining suspensive conditions and the election period will
open:
2004
Election opens at commencement of business on Tuesday, 8 June
Last day to trade in Aplitec ordinary shares
in order to be recorded in the shareholders"
register of Aplitec as an Aplitec shareholder
on the record date on Friday, 18 June
Suspension of the listing of Aplitec ordinary
Shares on the JSE at commencement of business
On Monday, 21 June
Election closes at 12:00 on Friday, 25 June
Record date for the purposes of the cash
Option and that portion of the reinvestment
option being distributed as an advance
liquidation dividend on Friday, 25 June
Electronic transfer of funds or cheques
posted, by ordinary post, to certificated
shareholders on Wednesday, 30 June
Dematerialised shareholders" accounts held
at their Central Securities Depository Participant
or broker credited and/or updated on Wednesday, 30 June
Renunciation of renounceable letters of allocation
to the New Aplitec Participation Trust, unit
statements issued and posted, by registered post,
to reinvesting shareholders, provided complete
and accurate documentation requested in the
circular has been received by Ultra Registrars
(Pty) Limited, on Wednesday, 30 June
Termination of the listing of Aplitec ordinary
Shares on the JSE at commencement of business
on Thursday, 1 July
If the holders of a majority of the issued Aplitec ordinary shares VOTE FOR
(i.e. accept) the rescission offer, the active transactions WILL NOT be
consummated due to the non-fulfilment of certain of the suspensive conditions to
which the active transactions are subject and no election will take place. In
that case, Aplitec ordinary shares will continue to be quoted on the JSE.
Johannesburg
17 May 2004
Corporate advisor to New Aplitec:
BRAIT
Sponsor to Aplitec:
Merrill Lynch
Global Markets & Investment Banking Group
Merrill Lynch South Africa (Pty) Ltd
Registration number 1995/001805/07
Registered Sponsor and Member of the
JSE Securities Exchange South Africa
Date: 17/05/2004 07:35:07 AM Produced by the JSE SENS Department
