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Pinnacle - Change in function of a Director
In compliance with paragraph 3.59(c) of the Listings Requirements of the JSE Ltd., shareholders are hereby notified of the following change in the function of a director, which becomes effective on 22 October 2015. Mr Erhard van der Merwe’s independence, as an independent non-executive director, will be affected due to his future advisory role in acquisitions and corporate finance. He will therefore no longer be considered independent.
Subsequent to the aforementioned change, the Board will comprise Mr Arnold Fourie (Chief Executive Officer), Mr Richard Lyon (Chief Financial Officer), Mr Ashley (Oshy) Tugendhaft (Chairman – Non -Executive Director), Mr Bheki Sibiya (Lead Independent Director - Independent Non-Executive Director), Ms Ndumi Medupe (Independent Non- Executive Director), Ms Seadimo Chaba (Independent Non-Executive Director) and Mr Erhard van der Merwe (Non- Executive director).
Following the change, the composition of the Board remains compliant with the King III requirement that a board of directors should comprise a balance of power, with a majority of non-executive directors, the majority of whom should be independent.
Mr van der Merwe will step down as a member of the Audit and Risk Committee (the “Committee”), the Committee will comprise of the remaining three Independent Non-Executive Directors: Ms Ndumi Medupe (Chairperson), Mr Bheki Sibiya and Ms Seadimo Chaba. The Committee will remain compliant with the King III requirement that the three members will all be Independent Non-Executive Directors.
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Pinnacle - Withdrawal of cautionary & acquisition
Further to the cautionary announcement issued by Pinnacle on SENS on 1 October 2015 and in the press on 2 October 2015, the board of directors of Pinnacle announced that Pinnacle has acquired 20 million Datacentrix ordinary shares (“Acquired Shares”) from RMB Securities (Pty) Ltd. (acting on behalf of Anchor Capital (Pty) Ltd. through a structured note product) (the “Seller”) in an off-market sale and purchase (the “Acquisition”). The Acquisition was settled by Pinnacle through the issuance of 7 691 486 new Pinnacle shares to the Seller. The Acquisition is not a categorised transaction in terms of the JSE Listings Requirements (“Listings Requirements”)
The Acquired Shares represent approximately 10% of the issued ordinary share capital of Datacentrix. Prior to the Acquisition, Pinnacle owned 68 520 048 shares in Datacentrix constituting 34.995% of the total issued ordinary share capital (excluding 9 467 692 treasury shares) (“Voting Securities”) of Datacentrix. The Acquisition has resulted in Pinnacle increasing its shareholding to approximately 45% of the Voting Securities, prior to the offer to the minority shareholders of Datacentrix as set out in the paragraph below.
Mandatory offer
As a result of Pinnacle’s shareholding in Datacentrix surpassing 35% of the Voting Securities, Pinnacle is required, in terms of section 123 of the Companies Act, No. 71 of 2008 (the “Act”), to extend a mandatory offer to the remaining Datacentrix ordinary shareholders (the “Offer”) on the same terms as the Acquisition, which Offer must be made within one month of this announcement.
Terms of the offer
Under the terms of the Offer, Datacentrix minority shareholders will be entitled to receive 1 (one) Pinnacle share for every 2.6 (two point six) Datacentrix shares held (“Offer Consideration”). This equates to a consideration of R4.90 per Datacentrix share held by applying Pinnacle’s 30 day volume weighted average traded share price (“VWAP”) of R12.74 as at the close of business on 13 October 2015 (“Acquisition Finalisation Date”).
Rationale for acceptance of the offer
- The Offer Consideration represents an 8.8% premium to Datacentrix’s 30 day VWAP of R4.50 as at the Acquisition Finalisation Date.
- Pursuant to the Offer, Pinnacle intends to further increase their interest in Datacentrix.
The Acquisition and implementation of the Offer will:
- allow Pinnacle increased access to the fast growing enterprise services market;
- further allow for leveraging of synergies throughout the combined group; and
- allow for improved cost management.
Conditions precedent
The implementation of the Offer will be subject to the fulfilment of the following condition precedent:
- Receipt of the necessary approvals required from the Takeover Regulation Panel, the South African Reserve Bank and the JSE Ltd. (“JSE”).
Pinnacle received approval from the Competition Authorities on 30 October 2013 in respect of the acquisition of Sanlam Private Equity’s shareholding in Datacentrix, which approval included Pinnacle acquiring any further interest in Datacentrix up to 100% of Datacentrix’s shares, and therefore the Offer will not be subject to any further Competition Commission approval.
Funding of the offer consideration
Pinnacle has confirmed to Datacentrix that the necessary authority to issue Pinnacle shares is in place and appropriate approvals have been obtained, for the payment of the Offer Consideration in terms of implementation of the Offer, and, as required in terms of the Act and the Companies Regulations, 2011.
Pinnacle has enough authorised share capital in place to settle the Offer Consideration.
Responsibility statement
The Board accepts responsibility for the information contained in this announcement, and to the best of its knowledge and belief, the information is true and, where appropriate, this announcement does not omit anything likely to affect the importance of the information included.
Circular to Datacentrix shareholders
A circular containing details of the Offer and the terms and timing thereof will be posted to Datacentrix shareholders in due course.
Categorisation
The Acquisition and the Offer aggregated will constitute a Category 2 transaction in terms of the Listings Requirements.
Withdrawal of cautionary
The cautionary dated 1 October 2015 is herewith withdrawn and shareholders therefore no longer have to exercise caution in trading in Pinnacle securities.
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Pinnacle - release of integrated annual report
Pinnacle wishes to advise noteholders that the integrated annual report of the Company is available for inspection at the Company’s registered office, and is also available on Pinnacle’s website at http://www.pinnacleholdings.co.za/index.php/investor-relations/download-reports. The availability of the guarantors’ annual financial statements will be announced in due course.
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Pinnacle - change in debt sponsor
The board of directors of Pinnacle advised noteholders that Pinnacle has appointed Merchantec Capital as Debt Sponsor to the company, replacing Rand Merchant Bank (a division of FirstRand Bank Limited), with effect from 2 October 2015.
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Pinnacle - cautionary announcement
Shareholders are advised that Pinnacle has entered into negotiations, which if successfully concluded may have a material effect on the price of the company’s securities.
Accordingly, shareholders are advised to exercise caution when dealing in the company’s securities until a full announcement is made.
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| Closing price data source: JSE Ltd. All other statistics calculated by ProfileData. |
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