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Pinnacle - withdrawal and correction of disclosure
As regards the AGM of the company, to be held on 3 December 2015, shareholders are advised that the following resolution has been withdrawn:
Ordinary Resolution 3.3: The re-appointment of Mr E van der Merwe as a member of the Audit and Risk Committee (the “Committee”).
As communicated to shareholders on 22 October 2015, Mr Van der Merwe has stepped down from the Committee, as he is no longer independent due to his advisory role in acquisitions and corporate finance. The Committee will comprise of the remaining members. The Committee remains compliant with the King III requirement in that the three remaining members are all Independent-Non Executive directors.
Shareholders are further advised that in terms of Ordinary Resolutions 2.1 and 3.2 Ms SH Chaba stands for re- appointment as an Independent Non-Executive director and a member of the Audit and Risk Committee respectively. The total directors fees received by Ms SH Chaba for the year ended 30 June 2015 was R184 000, as disclosed in note 30.2 in the Annual Report. An amount of R172 000 was incorrectly reflected as Equity Based Compensation paid to Ms Chaba and is not included in the total of R 184 000. Independent Non-Executive Directors do not receive equity-based compensation. An errata letter will be sent to shareholders in this regard.
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Pinnacle - posting of circular
Pinnacle and Datacentrix shareholders are referred to the announcement released on the Stock Exchange News Service of the JSE Limited (“SENS”) by Pinnacle on Thursday, 15 October 2015 and to the joint announcement released on SENS by Pinnacle and Datacentrix on Wednesday, 11 November 2015 regarding, inter alia, the acquisition by Pinnacle of a further 20 000 000 Datacentrix shares (“Acquisition”) which resulted in Pinnacle’s shareholding in Datacentrix increasing from 34.995% to 45.2% of Datacentrix voting securities, and the consequential requirement for Pinnacle to extend a mandatory offer (“Offer”) to all Datacentrix shareholders at the same price at which it acquired the Datacentrix shares.
Datacentrix shareholders (“Shareholders”) are hereby advised that a circular containing, inter alia, details of the Offer and incorporating a form of Acceptance, Surrender and Transfer for use by certificated Shareholders only who wish to accept the Offer (“Circular”), is being posted to Shareholders today. The Circular will be available on Datacentrix and Pinnacle’s websites at www.datacentrix.co.za and www.pinnacleholdings.co.za, respectively. Shareholders are advised to review the Circular for the terms of the Offer.
Important dates and times
The important dates and times relating to the Offer (“Timetable”) are set out below. Words and expressions in the Timetable and notes thereto shall have the same meaning as assigned to them in the Circular.
- The Acquisition and firm intention to make the Offer is announced on SENS -- Thursday, 15 October 2015
- Record date to determine which Shareholders are eligible to receive the Circular -- Friday, 6 November 2015
- Circular posted to Shareholders -- Monday, 16 November 2015
- Opening date of the Offer at 09:00 on Tuesday, 17 November 2015
- Last Day to trade in Datacentrix shares in order to participate in the Offer -- Thursday, 31 December 2015
- Shares trade “ex” the Offer -- Monday, 4 January 2016
- Closing date of the Offer at 12:00 on Friday, 8 January 2016
- Record date to determine which Shareholders may accept the Offer -- Friday, 8 January 2016
- Results of the Offer to be released on SENS on Monday, 11 January 2016
- Consideration credited to the Offer Consideration Recipient’s accounts at his CSDP or Broker, as the case may be, in cases where the Datacentrix shares are surrendered in terms hereof are held by such CSDP or Broker as nominee for the Offer Consideration Recipient -- Within 6 (six) business days of acceptance of the Offer by a Offer Consideration Recipient
- Latest date that the Offer Consideration can be credited, to the Broker or CSDP accounts of the Offer Consideration Recipient (who hold their Datacentrix shares in their own names) at the Offer Consideration Recipient’s own risk, in settlement of the Offer Consideration (subject to receipt by the Transfer Secretaries of the relevant share certificates) on Monday, 11 January 2016
- Results of the Offer to be published in the press on Tuesday, 12 January 2016
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Pinnacle - Change in the functions of directors
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 functions of directors. As announced on 11 March 2015, Mr Pierre Spies was appointed as deputy Chief Executive Officer of Pinnacle and has since worked closely with Mr Arnold Fourie, the Chief Executive Officer (“CEO”) for the past eight months. The Pinnacle board (“the Board”) announced that Mr Spies will assume the role of Joint CEO effective 1 January 2016. He will assume responsibility for the ICT Distribution, Financial Services and certain Corporate Divisions within Pinnacle.
Mr Spies will be supported by Mr Tim Humphreys-Davies and Mr Craig Brunsden, who will be appointed as the Managing Directors of the two major ICT Distribution subsidiaries, Pinnacle Africa and AxizWorkgroup respectively. Both Mr Humphreys- Davies and Mr Brunsden have over ten year’s experience within their respective subsidiaries. Mr Henry Ferreira, who is currently the CEO of Pinnacle Africa, will assume responsibility for the new emerging technologies and systems integration businesses within the Pinnacle group. Ms Jenny Gill will continue in her role as the CEO of Centrafin, the financial services subsidiary. The changes are effective 1 January 2016.
Mr Arnold Fourie will continue as the Joint CEO of Pinnacle until 30 June 2016. After discussions with Mr Fourie, the Board announced that Arnold has agreed to accept the role of Non-Executive Chairman of the Group effective 1 July 2016. In his new role, Arnold will guide the Group’s strategy with a particular focus on new growth initiatives. From 1 July 2016, Mr Spies will therefore be the CEO of the Group whilst Mr Ashley (Oshy) Tugendhaft the current Non-Executive Chairman will assume the role of Deputy Chairman.
Subsequent to the aforementioned changes, the Board will from 1 January 2016 comprise 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), Mr Arnold Fourie (Joint CEO), Mr Pierre Spies (Joint CEO) and Mr Richard Lyon (Chief Financial Officer).
Following the changes, on 1 January 2016, 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.
In the line with the above mentioned changes as from 1 July 2016 , the Board will comprise Mr Arnold Fourie (Non- Executive Chairman), Mr Ashley (Oshy) Tugendhaft (Deputy 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), Mr Pierre Spies (CEO) and Richard Lyon (Chief Financial Officer).
The composition of the Board will continue to be reviewed to ensure that it 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.
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Pinnacle - posting of circular
Shareholders of Pinnacle and Datacentrix are referred to the announcement released on the Stock Exchange News Service (“SENS”) of the JSE Limited by Pinnacle on Thursday, 15 October 2015 regarding the acquisition by Pinnacle of a further 20 000 000 Datacentrix shares (“Acquisition”) which resulted in Pinnacle’s shareholding in Datacentrix increasing from 34.995% to 45.2% of Datacentrix voting securities, and the consequential requirement for Pinnacle to extend a mandatory offer (“Offer”) to all Datacentrix shareholders at the same price at which it acquired the Datacentrix shares. Shareholders are advised that the boards of directors of Pinnacle and Datacentrix have elected to publish a joint offer circular (the “Circular”) in accordance with Regulation 106(9) of the Companies Regulations 2011 (“Regulations”). Per Regulation 102(2)(a), an offeror’s offer circular, or joint offer circular, as the case may be, must be posted to the offeree’s shareholders within 20 business days of a firm intention announcement. Accordingly, the Circular is required to be posted to Datacentrix shareholders by no later than close of business on Thursday, 12 November 2015.
Dispensation regarding Regulation 102(2)(a)
As the Offer consideration comprises 1 (one) Pinnacle share for every 2.6 (two point six) Datacentrix shares, the independent board of directors of Datacentrix (“Independent Board”) is, in terms of Regulation 110(10), required to consider the price and value per Pinnacle share relative to a Datacentrix share. In terms of Regulation 110(10), Pinnacle decided to act in accordance with Regulation 110(10)(b) and provide the Independent Board and the independent expert (appointed by the Independent Board) (“Independent Expert”) with the relevant information concerning Pinnacle to enable the Independent Expert and the Independent Board to consider and opine on that information.
As a result of Pinnacle and Datacentrix agreeing to prepare a joint Circular and the decision for Pinnacle to comply with Regulation 110(10)(b), the Independent Expert has had a limited amount of time to finalise its fair and reasonable opinion of the Offer. Accordingly, Pinnacle and Datacentrix have requested dispensation from the Takeover Regulation Panel (the “Panel”) for the posting date of the Circular to be extended from Thursday, 12 November 2015 to Monday, 16 November 2015 (the “Extension”).
After considering the aforementioned facts, the Panel has granted the Extension and accordingly, the Circular will be posted to Datacentrix shareholders on Monday, 16 November 2015. Further information including, inter alia, salient dates and times of the Offer will be released on SENS on Monday, 16 November 2015.
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