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Pinnacle - joint cautionary
Shareholders of Datacentrix and Pinnacle are advised that Pinnacle, which holds 57.1% of the issued share capital of Datacentrix, has submitted a non-binding expression of interest (“EOI”) to Datacentrix to acquire all of the issued share capital of Datacentrix, excluding treasury shares and shares that are already owned by Pinnacle (“Offer Shares”) (“Proposed Transaction”), and the subsequent delisting of Datacentrix from the JSE Ltd. (“JSE”). A comparable offer will also be made to the Datacentrix option holders in terms of the Datacentrix option scheme, if applicable, subject to the successful completion of the Proposed Transaction. It is contemplated that the Proposed Transaction would be implemented by way of a scheme of arrangement in terms of section 114 of the Companies Act, 2008 (Act 71 of 2008), as amended (“the Companies Act”) (“Proposed Scheme”), and failing approval of the Proposed Scheme, by way of a general offer in terms of section 117 of the Companies Act (“General Offer”) in terms of which Pinnacle will offer to acquire from shareholders of Datacentrix who wish to accept the General Offer, all of their Datacentrix shares on the same terms and conditions as would have been applicable to the Proposed Scheme.
In terms of the EOI, the consideration payable by Pinnacle to Datacentrix shareholders will be R6.65 per Datacentrix share, to be settled in cash (“Scheme Consideration”), amounting to approximately R541 million. This is subject to a fair and reasonable being performed by an Independent Expert appointed by the independent board of directors of Datacentrix.
Pinnacle has received irrevocable undertakings from the following Datacentrix shareholders (representing in aggregate 72.05% of the Offer Shares) to support the Proposed Transaction and to vote in favour of the Proposed Scheme, should it proceed, and the subsequent delisting of Datacentrix from the JSE or to accept the General Offer, if the Scheme is not approved.
Shareholders of Datacentrix and Pinnacle are advised that the EOI does not constitute a firm intention by Pinnacle to make an offer and it is possible that no offer may result from this process.
Accordingly, pending further announcements, Datacentrix and Pinnacle shareholders are advised to exercise caution when dealing in their Datacentrix and Pinnacle shares, respectively.
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Pinnacle - general repurchase of shares
The board of directors of Pinnacle (“the Board”) hereby advises shareholders that Pinnacle has cumulatively repurchased 4 493 492 ordinary shares, representing 2.7% of the company’s issued share capital(excluding treasury shares), in terms of the general authority granted by shareholders at the annual general meeting (“AGM”) held on 3 December 2015 (“Repurchase”).
Details of the Repurchase are as follows:
- Dates of repurchases: 4 July 2016 to 28September 2016
- Number of shares repurchased: 4 493 492
- Lowest repurchase price per share: R 14.64
- Highest repurchase price per share: R 16.05
- Total value of shares repurchased: R 70 601 804
All of the shares repurchased were done so during a closed period and were effected pursuant to a repurchase programme put in place prior to the commencement of the closed period, in accordance with the JSE Listings Requirements.
Application will be made to the JSE for the delisting and cancellation of the ordinary shares. It is expected that the delisting and cancellation will become effective on or about 17 October 2016.
The Repurchase was effected through the order book operated by the JSE and done without any prior understanding or arrangement between the Company and the counter parties.
Pinnacle holds 12 069 974 shares as treasury shares, representing 6.75 % of the company’s issued share capital. The Repurchase had no effect on the number of treasury shares.
Following the Repurchase, the extent of the general authority to repurchase shares outstanding is 26 691 003 ordinary shares, representing 17.12 % of the total issued share capital of Pinnacle, at the time the authority was granted.
Opinion of the board
The board has considered the effect of the Repurchase and is of the opinion that, for a period of 12 months following the date of this announcement:
- the company and the Group will be able, in the ordinary course of business, to repay their debts;
- the assets of the company and the Group will be in excess of the liabilities of the company and the Group;
- the company and the Group’s ordinary capital and reserves will be adequate for ordinary business purposes; and
- the company and the Group will have adequate working capital for ordinary business purposes.
Financial information pertaining to the general repurchase
The impact of the Repurchase has been calculated and the board can confirm that the implementation of the Repurchase is limited only to a reduction in cash of R70 601 804 as the Repurchase was funded from the company’s available cash resources.
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| Closing price data source: JSE Ltd. All other statistics calculated by ProfileData. |
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