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Altech - The firm intention by Altech to make a cash offer to acquire Prism
Allied Technologies Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1946/020415/06)
(Share Code: ALT)
(ISIN: ZAE000015251)
("Altech")
ANNOUNCEMENT IN RESPECT OF THE FIRM INTENTION BY ALTECH TO MAKE A CASH OFFER TO
ACQUIRE PRISM HOLDINGS LIMITED ("PRISM")
1. Introduction
Shareholders of Altech are advised that Altech has submitted to the board
of directors of Prism a notice of its firm intention to make an offer to
acquire the entire issued share capital of Prism ("the Offer") for a cash
consideration of 116 cents per Prism share (the "Offer Consideration").
The Offer and the posting of the offer circular, referred to in paragraph 6
below, will be conditional upon:
- the conclusion of satisfactory arrangements relating to the treatment
of Prism"s existing incentive scheme and to the incorporation of Prism
employees into the Altech Group"s employee incentive program; and
- the conclusion of satisfactory arrangements, on terms acceptable to
Altech"s board of directors, relating to the executive management of
Prism and their continued involvement in the management of Prism.
These conditions are to be fulfilled or waived by Altech within 30 days of
the date of this announcement.
2. Altech"s rationale for the Offer
Altech is a high-technology Telecommunications, Multi-Media and Information
Technology ("TMT") solutions group. Altech is committed to South Africa
and intends to continue to profit from the growth and convergence of the
TMT market both in South Africa and internationally.
Altech has a successful track record in the commercialisation and
internationalisation of technology developed in South Africa. Altech
intends to use its resources to enhance the use of Prism"s technology in
the international market and to leverage the substantial strengths of the
two companies.
3. Terms of the Offer
3.1 The Offer Consideration
The Offer will be for a cash consideration of 116 cents per Prism
share. This represents a premium of approximately 14% to the offer
price announced by Net1 Applied Technologies South Africa Limited on 9
February 2006.
3.2 Mechanism
The intention is to implement the offer by way of a scheme of
arrangement ("the Scheme") in terms of section 311 of the Companies
Act, 1973 (Act 61 of 1973), as amended, ("the Act") to be proposed by
Altech between Prism and the Prism ordinary shareholders ("Scheme
Members") in terms of which Altech, or another company in the Altech
Group, will acquire all of the ordinary shares in Prism.
Should the Scheme be implemented, Prism will become a wholly-owned
subsidiary of Altech and the listing of its shares on the JSE Limited
("JSE") will be terminated.
Should the Scheme not become operative, Altech, in its sole
discretion, may make an offer to all Prism shareholders in terms of
Section 440 of the Act ("the Section 440 Offer").
3.3 Undertakings
No arrangements, undertakings or agreements (including any
compensation arrangements), which have any connection with, or
dependence on the offer, exist between Altech, or any concert party,
and any director of Prism or any person who was a director of Prism
during the 12 months prior to the Offer, or any holder of Prism shares
or any other person who was a holder of Prism shares within a period
of 12 months prior to the offer.
4. Conditions precedent
The Scheme, or Section 440 Offer, is subject to, inter alia, the
fulfillment or waiver by Altech (where possible) of the following
conditions precedent:
4.1 the board of directors of Altech being satisfied with the results of a
due diligence investigation by Altech of Prism, to be completed within
4 (four) weeks of the date of this announcement;
4.2 Altech not becoming aware prior to the approval of the Scheme by the
Scheme Members of any adverse effect, fact or circumstance impacting
on the Prism business which is material with regard to the present
business, or to the continued existence, assets, revenues or financial
position of Prism;
4.3 the unconditional approval of the JSE Limited, Securities Regulation
Panel ("SRP") and any other regulatory authorities to the extent
required;
4.4 to the extent applicable, the Scheme being approved by a majority
representing not less than 75% (three fourths) of the votes
exercisable by the Scheme Members present and voting either in person
or by proxy, at the Scheme Meeting;
4.5 the approval by the Competition Authorities as contemplated in the
Competition Act, No 89 of 1998, as amended, is obtained;
4.6 to the extent applicable, the Scheme being sanctioned by the High
Court Of South Africa (Witwatersrand Local Division) or any other
court that may have jurisdiction; and
4.7 to the extent applicable, a certified copy of the Order of the Court
sanctioning the Scheme being registered by the Registrar of Companies
in terms of the Companies Act.
5. Cash confirmation
ABSA Bank Limited has confirmed to the SRP that Altech has sufficient
resources available to satisfy its obligations in terms of the Offer.
6. Salient dates and documentation
A circular, containing full details of the Offer, including the Scheme
documentation, will be posted to Prism shareholders within 30 days of the
fulfillment or waiver, as the case may be, of the conditions referred to in
paragraph 1 above. Further announcements, including the salient dates of
the Offer, will be published on the Securities Exchange News Service of the
JSE and in the press in due course.
Johannesburg
24 February 2006
Investment bank and adviser to Altech
Investec Bank Limited
Joint transaction adviser to Altech
Merchantec Corporate Finance
Sponsor to Altech
Investec Bank Limited
Attorneys to Altech
HR Levin Attorneys, Notaries and Conveyancers
Date: 24/02/2006 04:59:34 PM Produced by the JSE SENS Department
