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PIM
PIM
Prism Holdings Limited - Results Of The Scheme Meeting
Prism Holdings Limited
(Incorporated in the Republic of South Africa)
Registration number 1998/018949/06
Share code: PIM
ISIN: ZAE000022257
("Prism")
1. RESULTS OF THE SCHEME MEETING
1.1. SCHEME MEETING
At the scheme meeting held on Monday 8 May 2006, the scheme of
arrangement in terms of section 311 of the Companies Act (Act 61
of 1973, as amended) ("the Act"), proposed by Net1 Applied
Technologies South Africa Limited ("Net1") between Prism and its
shareholders for the acquisition by Net1 of the entire issued
share capital of Prism in return for a cash consideration of
R1,16 for each Prism share ("the scheme") was approved by the
requisite majority of votes.
1.2. Scheme members present in person or represented by proxy holding
417 554 409 Prism shares voted in favour of the scheme, which
votes represent 99.97% of the total number of votes exercised by
scheme members present either in person or represented by proxy
at the scheme meeting.
1.3. Copies of the Chairman"s report on the scheme meeting will be
available to any Prism shareholder on request, free of charge, at
the registered office of Prism, Building 1, Prism Business Park,
Ruby Close, Fourways, during normal business hours, from 9 May
2006 until the date on which application is made to the High
Court of South Africa (Witwatersrand Local Division) for the
sanctioning of the scheme.
2. OUTSTANDING CONDITIONS PRECEDENT TO THE SCHEME
2.1. The scheme remains subject to the following outstanding
conditions precedent:
2.1.1. the approval of the transaction pursuant to which Net1 will
acquire the entire issued share capital of Prism by the
South African competition authorities ("the Competition
Authorities");
2.1.2. the scheme being sanctioned by the High Court of South
Africa (Witwatersrand Local Division); and
2.1.3. a certified copy of the Order of Court sanctioning the
scheme being registered by the Registrar in terms of the
Act.
2.2 The scheme is no longer subject to any resolutive condition.
3. SALIENT DATES AND FURTHER ANNOUNCEMENTS
3.1 Shareholders are referred to the anticipated salient dates for
the implementation of the scheme as published on the Securities
Exchange News Service of the JSE Limited ("SENS") on 11 April
2006 and in the press on 12 April 2006.
3.2. Application will only be made to the High Court to sanction the
scheme following receipt of approval to the transaction from the
Competition Authorities. This approval by the Competition
Authorities is anticipated to be received on or about 29 June
2006.
3.3. A further announcement pertaining to the implementation of the
scheme will be published on SENS and in the press in due course.
Fourways
8 May 2006
Corporate advisor, legal advisor and transaction sponsor to Prism
Java Capital (Proprietary) Limited
Sponsor to Prism
Standard Bank
Date: 08/05/2006 04:13:04 PM Produced by the JSE SENS Department
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