| Tue 11 Apr 2006, 17:07 | | Prism Holdings Limited - Scheme Of Arrangement - S |
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PIM
PIM
Prism Holdings Limited - Scheme Of Arrangement - Salient Dates
Prism Holdings Limited
(Incorporated in the Republic of South Africa)
Registration number 1998/018949/06
Share code: PIM
ISIN: ZAE000022257
("Prism")
SCHEME OF ARRANGEMENT - SALIENT DATES
1. HIGH COURT AUTHORISES CONVENING OF SCHEME MEETING
Further to the announcement of 5 April 2006, shareholders are advised that on
Tuesday, 11 April 2006 the High Court of South Africa (Witwatersrand Local
Division) granted an order to Prism affording Prism leave to convene a scheme
meeting (the "scheme meeting") for the purpose of considering and, if deemed
fit, approving (with or without modification) the scheme of arrangement proposed
by Net1 Applied Technologies South Africa Limited ("Net1") between Prism and its
shareholders ("the scheme"). The scheme meeting is to be held at 10:00 on
Monday, 8 May 2006 at the registered office of Prism, situate at Building 1,
Prism Business Park, Ruby Close, Fourways, Sandton.
2. SALIENT DATES AND TIMES
2006
Last day to trade in order to be Wednesday, 26 April
eligible to vote at the scheme
meeting
Record date to vote at the Friday, 5 May
scheme meeting by close of
trading
Last day for receipt of proxies Friday, 5 May
for the scheme meeting by 10:00
(see note 1 below)
Scheme meeting to be held at Monday, 8 May
10:00
Publication of results of scheme Monday, 8 May
meeting on the Securities
Exchange News Service of the JSE
Limited ("SENS")
Publication of results of scheme Tuesday, 9 May
meeting in the press
Receive approval from the Thursday, 29 June
Competition Authorities (see
note 5 below)
Court hearing to sanction the Tuesday, 4 July
scheme (hereinafter referred to
as "the return date")
Results of scheme published on Tuesday, 4 July
SENS
Results of scheme published in Wednesday, 5 July
the press
Last day to trade in order to Friday, 7 July
participate in the scheme
consideration
Suspension of listing of Prism Monday, 10 July
shares at commencement of
trading
Record date on which scheme Friday, 14 July
participants must be recorded in
the register to receive the
scheme consideration, by close
of trading on
Operative date of the scheme at Monday, 17 July
the commencement of trading
Scheme consideration posted to Monday, 17 July
certificated scheme participants
(if documents of title are
received on or prior to the
record date) on or about
Dematerialised scheme Monday, 17 July
participants should have their
accounts (held at their CSDP or
broker) updated
Termination of listing of Prism Tuesday, 18 July
shares at the commencement of
trading
Notes:
1. If a form of proxy is not received by the time and date shown above, it may
be handed to the chairman of the scheme meeting not later than 10 minutes before
the scheme meeting is due to commence.
2. Subject to the date changes that may be made pursuant to 5 below, these dates
and times may be changed by mutual agreement between Prism and Net1 and/or may
be subject to certain regulatory approvals. Any change will be published in the
press and on SENS.
3. All times given in this document are local times in South Africa.
4. Share certificates may not be dematerialised after Friday, 7 July 2006.
5. If all the conditions precedent, which include, inter alia, approval by the
Competition Authorities (which approval is expected to be received on Thursday,
29 June 2006) have:
5.1 not been fulfilled on or before 29 June 2006, then this will result in all
dates from 29 June 2006 onwards changing from those that are set out in the
timetable above to later dates; or
5.2 been fulfilled prior to 29 June 2006, then this will result in all dates
from 29 June 2006 onwards changing from those that are set out in the
timetable above to earlier dates, provided however that the earliest
operative date of the scheme would be 3 July 2006.
Shareholders will be informed of any such changes by way of an announcement
released on SENS and published in the press.
6. If the resolutive condition to which the scheme is subject, as set out in
paragraph 5 of the announcement dated 5 April 2006, has been fulfilled on or
before the time of the scheme meeting and Net1 has withdrawn the scheme
proposal, then shareholders will be informed of such withdrawal by way of an
announcement released on SENS and published in the press.
3. POSTING OF CIRCULAR
A circular containing full details of the scheme is expected to be posted to
Prism shareholders on Thursday, 13 April 2006.
Fourways
11 April 2006
Corporate advisor, legal advisor and transaction sponsor to Prism
Java Capital (Proprietary) Limited
Sponsor to Prism
Standard Bank
Date: 11/04/2006 05:07:26 PM Produced by the JSE SENS Department
