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Pinnacle notice to noteholders
Pinnacle issued a consent request to all of the holders of Tranche 1 of Series 1 of Senior Secured Notes issued by Pinnacle under its R2 500 000 000 domestic medium term note programme ("Noteholders") on 9 December 2014 to consider and, if thought fit, to consent thereto.
On 12 December 2014 Noteholders approved the applicable resolutions. Pinnacle now wishes to advise Noteholders that all of the conditions, relating to the amendments to the Terms and Conditions, have now been met. The effective date of such amendments is 19 February 2015.
The signed Applicable Pricing Supplement Amendment and the marked up Applicable Pricing Supplement, reflecting the approved amendments to the Terms and Conditions, have been signed and are available on Pinnacle's website at http://www.pinnacleholdings.co.za/index.php/investor-relations/domestic-mt-notes.
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Pinnacle anticipating lower earnings
Shareholders are advised that the company is reasonably certain that its interim results for the 6 months ended 31 December 2014 will reflect the following:
6 months to 31 December 2013 Actual, 6 months to 31 December 2014 Expected change percentage, 6 months to 31 December 2014 Expected Values
- Revenue -- R3 161 million; +14% to +15%; R3 600 to R3 640 million
- Headline earnings -- R151 million; -16% to -21%; R120 to R127 million
- EPS -- 102.6 cents; -22% to -27%; 75 to 80 cents
- HEPS -- 95.4 cents; -14% to -19%; 77 to 82 cents
The company's unaudited interim financial results for the six months ended 31 December 2014 are expected to be published on SENS on or about 9 March 2015.
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Pinnacle -- Recomposition of committee
In terms of the JSE Listings Requirements the Board of Pinnacle is required to appoint a Remuneration Committee. The King III code outlines the composition of the Remuneration Committee which should only comprise board members and have a majority of non- executive directors. The majority of the non-executive directors serving on the Remuneration Committee should be independent. The chairman of the board may be a member of the Committee but is not allowed to chair it.
The Board is cognisant that the selection of the Remuneration Committee and determined composition is essential to formalise and oversee the implementation of a Remuneration Policy that subscribes to both the guidelines of King III and to international best practice.
The Board is therefore pleased to announce that the Remuneration Committee has been reconstituted as follows, effective 12 February 2015:
Ms. N Medupe (Chair) Independent Non- Executive Director
Ms. S Chaba (Member) Independent Non- Executive Director
Mr. A Tugendhaft (Member) Non- Executive Director
Mr. E van der Merwe steps down from the Remuneration Committee with effect from 12 February 2015.
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