|
PIM
PIM
Prism Holdings Limited - Update in Respect of Firm Intention
by Net1 to make a Cash Offer to Acquire Entire Issued Share
Capital of Prism
Prism Holdings Limited
(Incorporated in the Republic of South Africa)
Registration number 1998/018949/06
Share code: PIM
ISIN: ZAE000022257
("Prism" or "the company")
UPDATE IN RESPECT OF FIRM INTENTION BY NET1 TO MAKE A CASH
OFFER TO ACQUIRE ENTIRE ISSUED SHARE CAPITAL OF PRISM
1. INTRODUCTION
Shareholders are referred to the joint announcement by
Prism and Net1 Applied Technologies South Africa Limited
("Net1") in which shareholders were advised that Net1 had
submitted to the board of directors of Prism (the "Prism
board") a notice of Net1"s firm intention to make an offer
to acquire all the issued ordinary share capital of Prism
(the "Net1 offer") for a consideration of R1,02 per Prism
share. The Net1 offer is to be implemented by way of a
scheme of arrangement in terms of s311 of the Companies
Act 61 of 1973, as amended ("the Scheme").
2. INCREASE IN NET1 OFFER CONSIDERATION
Net1 has agreed to increase the consideration payable in
terms of the Net1 offer to R1,16 in cash for each Prism
share.
The Net1 offer has been made subject to a resolutive
condition, the effect of which is that if a competing
offer is received by the Prism board or made by a third
party prior to the implementation of the Scheme which
results in Prism shareholders who have on or before 3
March 2006 furnished written undertakings to support the
Net1 offer withdrawing their undertakings and, as a
result, Prism shareholders holding less than 40% of the
Prism"s shares remain bound by such undertakings, Net1 may
withdraw the Net1 offer.
Prism has agreed to extend the date for the completion by
Net1 of its preliminary due diligence investigation to 17
March 2006.
Prism has further agreed to increase to R6 865 000 the
break fee which will be payable by Prism to Net1 if the
Net1 offer fails due to a competing offer or bid being
made and accepted by Prism shareholders which results in a
change of control (being in excess of 45%) of Prism within
6 months of the date on which the Scheme or the Net1 offer
fails or is withdrawn.
Save for the alterations to the Net1 offer as set out in
this paragraph 2, the remaining terms and conditions of
the Net1 offer remain as detailed in paragraph 3 of the
Prism announcement dated 9 February 2006.
3. FULFILMENT OF CONDITIONS TO POSTING OF NET1 OFFER
Net1 made the posting of its offer circular subject to
(i) the conclusion of satisfactory arrangements relating
to the treatment of Prism"s existing incentive scheme and
to the incorporation of Prism employees into the Net1
Group"s employee incentive program, as appropriate; and
(ii) the conclusion between Net1 and Prism of an
implementation agreement incorporating the terms and
conditions set out in the announcement and such other
terms as are reasonably acceptable to Net1 and Prism.
Prism shareholders advise that the aforesaid conditions to
the posting of the Net1 offer have been fulfilled.
4. CONFIRMATION OF FINANCIAL RESOURCES
Morgan Stanley South Africa (Proprietary) Limited has
confirmed to the SRP that sufficient resources are
available and will be available to Net1 to satisfy full
acceptance of the Net1 increased offer consideration of
R1,16 per Prism share.
5. SALIENT DATES AND DOCUMENTATION
A circular, containing full details of the Net1 offer,
including the scheme documentation, will be posted to
Prism shareholders by 2 April 2006.
6.FURTHER ANNOUNCEMENTS
Further announcements pertaining to the Net1 offer,
including the salient dates of each of the offers, will be
published on the Security Exchange News Service of the JSE
Limited and in the press in due course.
Johannesburg
3 March 2006
Corporate advisor, legal advisor and transaction sponsor to
Prism
Java Capital (Proprietary) Limited
Sponsor to Prism
Standard Bank
Date: 03/03/2006 05:14:54 PM Produced by the JSE SENS Department
| Profile Group (Pty) Ltd. has taken care in preparing all information on this website, but does not accept any liability for errors or out-of-date information. | |||||||||||||
| Other Profile Group sites: FundsData Online (unit trust data) | Profile Group corporate site | |||||||||||||
| [ Terms of Use | Privacy Policy | PAIA manual | FAQs/Help | Site Map | © Copyright Reserved 2026 ] | |||||||||||||
|
|||||||||||||
