| Wed 2 Mar 2005, 11:11 | | Prism - Details of black economic empowerment |
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Prism - Details of black economic empowerment transaction
- Notice of general meeting and withdrawal of cautionary announcement
Prism Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1998/018949/06)
Share code: PIM
ISIN: ZAE000022257
(`Prism`)
DETAILS OF BLACK ECONOMIC EMPOWERMENT (`BEE`) TRANSACTION, NOTICE OF GENERAL
MEETING AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
INTRODUCTION
Shareholders are referred to the announcements dated 9 December 2004 and 2
February 2005 in which it was announced that:
Prism intends concluding a BEE transaction which will result in Mineworkers
Investment Company (Pty) Ltd (`MIC`) acquiring a 16.89% stake in Prism through a
newly incorporated company (`BEEco`); and
the BEE transaction will be structured by way of a pro rata offer (`the offer`)
by BEEco to acquire 100 million Prism shares at a price of 40 cents per share,
which equates to an aggregate value of R40 million. The offer will be made to
Prism shareholders in a ratio of 16,88645 shares for every 100 shares held by
each Prism shareholder but Prism shareholders will be entitled to tender shares
in addition to their pro rata entitlement.
All of the agreements governing the BEE Transaction have been concluded and a
circular has been sent to Prism shareholders today, 2 March 2005, setting out
full details of the offer. The purpose of this announcement is to provide Prism
shareholders with further details of the offer, including the salient dates and
financial effects of the BEE transaction.
IMPLEMENTATION OF THE OFFER
As previously announced, the offer will be implemented in two steps:
- in the first step, BEEco, a wholly-owned subsidiary of Prism, shall acquire
55 million Prism ordinary shares from Prism shareholders by way of a
specific repurchase of shares in terms of section 89 of the Companies Act,
61 of 1973, which repurchase shall be funded by way of Prism subscribing
for preference shares in BEEco in an amount of R22 million; and
- immediately after the implementation of the first step, Prism shall sell
all of the ordinary shares in BEEco to MIC (or a subsidiary of MIC) for a
nominal amount and thereafter the remaining 45 million Prism ordinary
shares will be acquired from Prism shareholders by BEEco . MIC will provide
R5.5 million of the funding required for the second step with the balance
of R12.5 million being provided to BEEco by Rand Merchant Bank, a division
of FirstRand Bank Limited.
The two steps shall be implemented simultaneously.
SALIENT DATES AND TIMES OF THE BEE TRANSACTION
2005
Offer opens at 09:00 on Wednesday, 2 March
Last day for receipt of proxies
for the general meeting by 09:30 on Wednesday, 23 March
General meeting of Prism shareholders
to be held at 09:30 on Thursday, 24 March
Publication of results of the general
meeting on the Securities Exchange News
Service (`SENS`) Thursday, 24 March
Publication of results of the general
meeting in the press Tuesday, 29 March
Last day to trade in order to
participate in the offer Friday, 8 April
Ex date in respect of the offer Monday, 11 April
Record date/offer closes at 12:00 on Friday, 15 April
Offer consideration posted to
certificated Prism shareholders
(if documents of title are received
on or prior to the record date) on
or about Monday, 18 April
Holders of dematerialised shares
will have their accounts (held at
their Central Securities Depository
Participant or broker) updated on Monday, 18 April
Notes:
1. These dates and times may be changed by mutual agreement between Prism and
MIC. Any change will be published in the press and on SENS.
2. All times given in this document are local times in South Africa.
3. Share certificates may not be dematerialised between Monday, 11 April 2005
and Friday, 15 April 2005, both days inclusive.
PRO FORMA FINANCIAL EFFECTS
The pro forma financial effects of the BEE transaction set out below are based
on the published, unaudited interim results of Prism for the six months ended 31
December 2004.
The pro forma financial effects set out below have been prepared to assist Prism
shareholders to assess the impact of the BEE transaction on the earnings per
share (`EPS`), headline EPS (`HEPS`), the net asset value (`NAV`) and tangible
NAV (`TNAV`) per Prism share. The material assumptions are set out in the notes
following the table.
These pro rata financial effects have been disclosed in terms of the JSE
Listings Requirements and do not constitute a representation of the future
financial position of Prism on implementation of the offer and the BEE
transaction. The pro forma financial effects are the responsibility of Prism`s
board of directors and are provided for illustrative purposes only. In
accordance with Generally Accepted Accounting Practice, the 55 million ordinary
Prism shares purchased by BEEco are accounted for as treasury shares and are
only included in issued share capital to the extent that the preference share
obligation, as funded by Prism, is settled.
Pro forma financial effects of the BEE transaction
Before After Change
the offer the offer %
EPS (cents) 1.1 1.1 0.0
HEPS (cents) 1.7 1.7 0.0
NAV per ordinary share (cents)* 20.1 17.7 (11.9)
TNAV per ordinary share (cents)* 12.0 8.6 (28.3)
* Excludes cash in the hands of the shareholder accepting the offer.
Notes:
1. The EPS, HEPS, NAV per share and TNAV per share `Before the offer` are
extracted from the unaudited interim results for the six months ended 31
December 2004.
2. The EPS and HEPS `After the offer` are based on the assumption that the BEE
transaction and the offer were implemented on 1 July 2004. The average interest
rate on cash balances earned by Prism used in calculating the financial effects
was 7.8%.
3. The NAV per share and TNAV per share `After the offer` are based on the
assumption that the offer was implemented on 31 December 2004.
4. The EPS and HEPS `After the offer` are based on a weighted average of 491 649
610 shares in issue (546 649 610 weighted average shares in issue as per the 31
December 2004 unaudited interim results less 55 000 000 shares acquired by
BEEco, funded by means of preference shares subscribed for by Prism in BEEco
(`Prism preference shares`)).
5. The NAV per share and TNAV per share `After the offer` are based on 482 878
047 shares in issue (537 878 047 shares in issue as per the 31 December 2004
unaudited interim results less 55 000 000 shares acquired by BEEco, funded by
means of Prism preference shares).
6. The adjustments assume the following events: the BEEco subsidiary has
acquired 55 000 000 shares at 40 cents per share in terms of the offer. The
acquisition has been facilitated by a R22 million subscription of preference
shares in BEEco by Prism.
7. The adjustments assume that no shares are disposed of by the Prism Holdings
Limited Share Incentive Scheme in terms of the offer.
NOTICE OF GENERAL MEETING
Notice is hereby given that a general meeting of Prism shareholders will be held
at the offices of Prism at Building 1, Prism Business Park, Ruby Close,
Fourways, Sandton at 09:30 on Wednesday, 23 March 2005 for the purpose of
considering and, if deemed fit, passing with or without modification, the
resolution necessary to implement the BEE transaction.
WITHDRAWAL OF CAUTIONARY
Prism shareholders are no longer required to exercise caution when dealing in
their Prism shares.
Johannesburg
2 March 2005
Corporate advisor, legal advisor and lead transaction sponsor to Prism
Java Capital (Pty) Limited
Attorneys to MIC
MJ King Inc. Attorneys
Joint sponsor to Prism
Standard Bank
Reporting Accountants to Prism
PricewaterhouseCoopers Inc.
Funder to MIC
Rand Merchant Bank, a division of First Rand Bank Limited
Date: 02/03/2005 10:54:36 AM
Produced by the JSE SENS Department
