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ALT
ALT
Altech - Announcement To Shareholders In Respect Of Prism & Further Cautionary
Allied Technologies Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1946/020415/06)
(Share Code: ALT)
(ISIN: ZAE000015251)
("Altech" or "the company")
Prism Holdings Limited ("Prism")
ANNOUNCEMENT TO SHAREHOLDERS IN RESPECT OF PRISM & FURTHER CAUTIONARY
Prism Holdings Limited ("Prism")
Shareholders are advised that Altech has notified the Prism board of
directors that it will not proceed with its firm intention to make an offer
to acquire the entire issued share capital of Prism ("the Altech Offer") as
announced on 24 February 2006. This decision followed the announcement on 3
March 2006 that Net1 Applied Technologies South Africa Limited ("Net1") had
agreed to increase the consideration payable in terms of the firm intention
by Net1 to acquire the entire issued share capital of Prism, to R1.16 per
Prism share ("the Net1 offer").
Net 1 has proposed to implement the Net 1 offer by way of a scheme of
arrangement in terms of Section 311 of the Companies Act, No 61 of 1973, as
amended ("the Net1 Scheme"). Prism shareholders, including certain Prism
directors and employees, holding approximately 43% of Prism shares, are
bound by irrevocable undertakings to vote in favour of the Net1 Scheme at a
purchase consideration of R1.16 per Prism share. Altech has decided not to
make an offer in excess of R1.16 per Prism share and in view of the
irrevocable undertakings already provided in favour of Net1, Altech will
not be able to:
- Conclude 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; and
- Achieve a majority, in terms of a scheme of arrangement to be proposed
by Altech between Prism and its shareholders, representing not less
than 75% (three fourths) of the votes exercisable by the Prism
shareholders at such a meeting.
In view of the aforesaid, Altech will not proceed with the Altech offer.
Cautionary announcement
Altech shareholders are advised that, apart from the Altech offer referred
to in 1, the company has entered into negotiations, which if successfully
concluded, may have a material effect on the price of the company"s
securities.
Accordingly, Altech shareholders are advised to continue to exercise
caution when dealing in the company"s ordinary shares until a further
announcement is made.
Johannesburg A member of the
10 March 2006 Altron Group
Investment bank and adviser to Altech Joint transaction adviser to Altech
Investec Bank Limited Merchant Corporate Finance
Sponsor to Altech Attorneys to Altech
Investec Bank Limited HR Levin
Date: 10/03/2006 05:34:09 PM Produced by the JSE SENS Department
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