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Pinnacle - results of AGM
Shareholders are advised that all the ordinary and special resolutions, including the resolutions relating to the Specific Repurchase Tranche 1 and the Name Change, details of which were included in the announcement published by the Company on 30 September 2016, tabled at the AGM of Pinnacle held on Friday, 25 November 2016 were passed by the requisite majority of shareholders, with the exception of special resolution 2 and ordinary resolutions 6 and 7 which failed.
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Pinnacle - offer and cautionary withdrawal
The purpose of this joint firm intention announcement (“Firm Intention Announcement”) is to advise Datacentrix Shareholders and Pinnacle Shareholders of the terms and conditions of the Proposed Transaction.
Salient terms of the Offer
If the Scheme becomes unconditional, the consideration payable by DCT Holdings to Datacentrix Shareholders in terms of the Scheme will be R6.65 per Datacentrix Share to be settled in cash, representing approximately R541 million in total (the “Scheme Consideration” or “Offer Consideration”). A comparable offer is also being made to the Datacentrix option holders (“option holders”), as contemplated in Section 125(2) of the Companies Act read with Regulation 87(2) of the Companies Regulations, 2011 (“Regulations”), and in accordance with the Datacentrix option scheme, implemented by Datacentrix Holdings Share Trust (“Share Trust”), subject to the successful completion of the Proposed Transaction (“Comparable Offer”).
On completion of the Proposed Transaction, Datacentrix will become a wholly owned subsidiary of DCT Holdings and be delisted from the JSE Ltd. (“JSE”).
Conditions precedent to the implementation of the Scheme
In terms of the Offer, the Scheme will be subject to, inter alia, the fulfilment, or waiver (in whole or in part) by Pinnacle and DCT Holdings, at their sole discretion, of the following conditions within 120 days of the date of the publication of this firm intention announcement:
- the approval of the Scheme by the requisite majority of Datacentrix Shareholders, as contemplated in section 115(2) of the Companies Act, and:
-to the extent required, the approval of the implementation of such resolution by the court; and
-if applicable, Datacentrix not treating the aforesaid resolution as a nullity, as contemplated in section 115(5)(b) of the Companies Act;
- Datacentrix Shareholders not having exercised appraisal rights by giving valid demands to this effect to Datacentrix, in terms of section 164(7) of the Companies Act, in respect of more than 10% of the Datacentrix Shares within 30 business days following the Datacentrix Shareholders’ meeting convened to approve the Scheme (“the General Meeting”), provided that, in the event that any Datacentrix Shareholders give notice objecting to the Scheme, as contemplated in section 164(3) of the Companies Act, and those Datacentrix Shareholders vote against the resolution proposed at the General Meeting to approve the Scheme, but do so in respect of no more than 10% of the Datacentrix Shares, this condition shall be deemed to have been fulfilled at the time of the General Meeting;
- the receipt of unconditional approvals, consents or waivers from all regulatory bodies necessary to implement the Offer including, but not limited to the Takeover Regulation Panel (“TRP”) (in terms of the compliance certificate to be issued in terms of the Companies Act in relation to the Offer); and
- by the date on which each of the above-mentioned conditions are fulfilled or waived, no material adverse change, being an event, fact or circumstance which will have an adverse impact of more than 10% on the net asset value of Datacentrix, will have occurred.
The Conditions set out in the paragraphs above are for the benefit of Pinnacle and DCT Holdings and may be waived by Pinnacle and DCT Holdings in their sole discretion by notice in writing to Datacentrix.
Conditions precedent to the posting of the circular (“Circular”) to Datacentrix Shareholders
The posting of the circular to Datacentrix Shareholders in relation to the Proposed Transaction will be subject to the fulfilment, or waiver (in whole or in part), by Pinnacle and DCT Holdings in writing, of the following conditions precedent:
- the independent expert confirming in its report in terms of section 114 (3) of the Companies Act that the Scheme Consideration is fair and reasonable;
- the Datacentrix Independent Board and the Datacentrix Board unanimously recommending to Datacentrix Shareholders that they vote in favour of the resolutions relating to the Proposed Transaction; and
- all requisite approvals being received from the JSE, the Financial Surveillance Department of the South African Reserve Bank (acting through an authorised dealer) and the Takeover Regulation Panel for the posting of the Circular.
Guarantees and confirmations to the Takeover Regulation Panel (“TRP”)
Pinnacle and DCT Holdings have delivered to the TRP an irrevocable, unconditional bank guarantee issued by ABSA Bank Ltd., for the maximum possible Scheme Consideration in compliance with regulations 111(4) and 111(5) of the regulations published in terms of sections 120 and 223 of the Companies Act.
Standby General Offer
Pinnacle and DCT Holdings will (if they so elect), as a Standby General Offer, in terms of s117(1)(c)(v) of the Companies Act, if the Scheme is not approved, offer to acquire from all the Datacentrix Shareholders, who wish to accept the offer, all of their Datacentrix Shares on the same terms and conditions as would have been applicable on approval of the Scheme. If the Standby General Offer proceeds, the beneficiaries of the Share Trust will, in accordance with the Share Trust, receive the same amount as determined in paragraph 12 below, and the options will be deemed to have been cancelled.
Termination of the Datacentrix listing
Following implementation of the Proposed Transaction, application will be made to the JSE to terminate the listing of the Datacentrix Shares on the JSE.
Documentation
Details of the Scheme and the Standby General Offer will be included in the Circular, which will contain, inter alia, details of the Proposed Transaction, a notice of the General Meeting, a form of proxy, a form of surrender and transfer and Standby General Offer form. The Circular is expected to be posted to Datacentrix Shareholders on or about 5 December 2016.
Withdrawal of cautionary announcement
Following the release of this Firm Intention Announcement, the cautionary announcement published on 12 October 2016 is hereby withdrawn and caution is no longer required to be exercised by Datacentrix Shareholders and Pinnacle Shareholders when dealing in their respective shares.
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