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PIM
PIM
Prism Holdings Limited - Receipt Of Approval By The Competition
Authorities For The Scheme
Prism Holdings Limited
(Incorporated in the Republic of South Africa)
Registration number 1998/018949/06
Share code: PIM
ISIN: ZAE000022257
("Prism")
RECEIPT OF APPROVAL BY THE COMPETITION AUTHORITIES FOR THE SCHEME
Shareholders are referred to the results of the scheme meeting announcement
published on the Securities Exchange News Service of the JSE Limited ("SENS"),
on 8 May 2006 and in the press on 9 May 2006, in terms of which the scheme of
arrangement proposed by Net1 Applied Technologies South Africa Limited ("Net1")
between Prism and its shareholders ("the scheme") was approved by the requisite
majority of votes of Prism shareholders subject to certain outstanding
conditions precedent to the scheme being fulfilled.
Shareholders are advised that the transaction, pursuant to which Net1 will
acquire the entire issued share capital of Prism, was unconditionally approved
by the Competition Authorities in terms of the Competition Act 1998 (Act 89 of
1998) as amended on 12 June 2006.
The scheme remains conditional on:
- the scheme being sanctioned by the High Court of South Africa
(Witwatersrand Local Division); and
- a certified copy of the Order of Court sanctioning the scheme being
registered by the Registrar of Companies, Pretoria in terms of the Companies Act
1973, (Act 61 of 1973), as amended ("the Registrar").
HIGH COURT APPLICATION TO SANCTION THE SCHEME
Because approval by the Competition Authorities was received on 12 June 2006,
Prism is obliged in terms of the Order of the High Court convening the scheme
meeting to make application to the High Court to sanction the scheme on 20 June
2006 (instead of 4 July 2006, as previously published).
REVISED SALIENT DATES AND TIMES
Based on the assumptions that the High Court will sanction the scheme on
20 June 2006 and that a certified copy of the Order of Court sanctioning the
scheme is registered by the Registrar prior to 29 June 2006, the dates that are
set out in the salient dates for the implementation of the scheme announcement
as published on SENS on 11 April 2006 and in the press on 12 April 2006 will
change to the following:
2006
Court hearing to sanction the scheme Tuesday, 20 June
Results of scheme published on SENS Tuesday, 20 June
Results of scheme published in the press Wednesday, 21 June
Last day to trade in order to participate in Friday, 23 June
the scheme consideration *
Suspension of listing of Prism shares at Monday, 26 June
commencement of trading
Record date on which scheme participants must Friday, 30 June
be recorded in the register to receive the
scheme consideration, by close of trading on
Operative date of the scheme at the Monday, 3 July
commencement of trading
Scheme consideration posted to certificated Monday, 3 July
scheme participants (if documents of title
are received on or prior to the record date)
on or about
Dematerialised scheme participants should Monday, 3 July
have their accounts (held at their CSDP or
broker) updated
Termination of listing of Prism shares at the Tuesday, 4 July
commencement of trading
* Share certificate may not be dematerialised or rematerialised after Friday, 23
June 2006.
FURTHER ANNOUNCEMENTS
Further announcements pertaining to the implementation of the scheme will be
published on SENS and in the press in due course.
Fourways
13 June 2006
Corporate advisor, legal advisor and transaction sponsor to Prism
Java Capital (Proprietary) Limited
Sponsor to Prism
Standard Bank
Date: 13/06/2006 05:09:37 PM Produced by the JSE SENS Department
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