| Mon 27 Feb 2006, 15:37 | | Prism Holdings Limited - Announcement In Respect O |
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PIM
PIM
Prism Holdings Limited - Announcement In Respect Of The Firm Intention By Altech
To Make A Cash Offer To Acquire Prism
PRISM HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number 1998/018949/06)
Share Code PIM ISIN ZAE000022257
("Prism")
ANNOUNCEMENT IN RESPECT OF THE FIRM INTENTION BY ALTECH TO MAKE A CASH OFFER TO
ACQUIRE PRISM
INTRODUCTION
Shareholders of Prism are advised that Allied Technologies Limited (Registration
Number 1946/020415/06) ("Altech") has submitted to the board of directors of
Prism (the "Prism Board") a notice of Altech"s firm intention to make an offer
to acquire the entire issued ordinary share capital of Prism (the "Altech
Offer"). The consideration payable in terms of the Altech Offer will be R1.16 in
cash for each Prism share ("Cash Consideration").
The terms and conditions of the Altech Offer were set out in an announcement
published by Altech over the Securities Exchange News Service of the JSE
("SENS") on 24 February 2006 (the "Altech announcement").
PRE-CONDITIONS TO THE ALTECH OFFER
Altech has made the Altech Offer and the posting of its offer circular
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 the Altech announcement.
TERMS OF THE ALTECH OFFER
* The Altech Offer Consideration
The Altech Offer will be for a cash consideration of R1.16 per Prism share.
* Mechanism
Altech intendeds that the Altech Offer be implemented 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 Prism shares on the JSE will be terminated.
Should the Scheme not become operative, Altech has reserved the right to make an
offer to all Prism shareholders in terms of section 440 of the Act (the "Section
440 Offer").
* Undertakings
To the knowledge of the Prism board, no arrangements, undertakings or agreements
(including any compensation arrangements), which have any connection with, or
dependence on the Altech 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 Altech 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 Altech Offer.
CONDITIONS PRECEDENT
Altech has stated that the Scheme, or Section 440 Offer, will be subject to,
inter alia, the fulfilment or waiver by Altech (where possible) of the following
conditions precedent -
* 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 the Altech announcement;
* Altech not becoming aware prior to the approval of the Scheme by Scheme
Members of any adverse effect, fact or circumstance impacting on the Prism
business which is material with regard to the present business, or the continued
existence, assets, revenues or financial position of Prism;
* the unconditional approval of the JSE, Securities Regulation Panel ("SRP") and
any other regulatory authorities to the extent required;
* 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;
* the approval by the Competition Authorities as contemplated in the Competition
Act, No 89 of 1998, as amended, is obtained;
* 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;
* to the extent applicable, a certified copy of the Order of Court sanctioning
the Scheme being registered by the Registrar of Companies in terms of the Act.
CASH CONFIRMATION
ABSA Bank Limited has confirmed to the SRP that Altech has sufficient resources
available to satisfy its obligation in terms of the Altech Offer.
BOARD SUBCOMMITTEE
An independent subcommittee of the Prism Board has been appointed comprising RAR
Bicker-Caarten, RDS Came, ORJ da Silva and IN Matthews (who will chair the
subcommittee) to assist the Prism Board in its task of considering the Altech
Offer and the notice received from Net1 Applied Technologies South Africa
Limited ("Net1") of Net1"s intention to make an offer to Prism shareholders (the
terms and conditions of which were set out in the announcement published by
Prism on 9 February 2006) (the "Net1 Offer").
The Prism Board has appointed Java Capital (Proprietary) Limited to provide the
Board with external advice as may be required in terms of the SRP Code.
FURTHER ANNOUNCEMENTS
Further announcements pertaining to the Altech Offer and the Net1 Offer will be
published on SENS and in the press in due course.
Johannesburg
27 February 2006
Corporate adviser, legal adviser and transaction sponsor to Prism
Java Capital (Proprietary) Limited
Sponsor to Prism
Standard Bank
Date: 27/02/2006 03:37:24 PM Produced by the JSE SENS Department
