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Pinnacle - finalisation announcement
Datacentrix Shareholders are referred to the announcement released on SENS on Thursday, 10 November 2016 and in the press on Friday, 11 November 2016 wherein they were advised that Pinnacle, through DCT Holdings (Pty) Ltd (“DCT Holdings”), has made an offer to Datacentrix to acquire 100% of the issued ordinary share capital of Datacentrix excluding treasury shares and shares that DCT Holdings already owns (the “Proposed Transaction”), and the Circular which was issued on Thursday, 8 December 2016, containing details of the Proposed Transaction.
Datacentrix Shareholders are also referred to the SENS announcement published on 11 January 2017, regarding the results of the general meeting (“General Meeting”) in which the special resolutions and the ordinary resolutions, were passed by the requisite majority of votes of Datacentrix Shareholders present in person or represented by proxy at the General Meeting.
Capitalised terms used in this announcement that are not otherwise defined, bear the meanings ascribed to them in the Circular.
Datacentrix Shareholders are advised that the Takeover Regulation Panel has issued a Compliance certificate in terms of section 121(b)(i) of the Companies Act, 2008 (Act No. 71 of 2008). All conditions precedent to the Proposed Transaction have therefore been fulfilled, and the important dates and times are now final and are as follows:
- Scheme LDT, being the last day to trade Datacentrix Shares on the JSE in order to be recorded in the Register to receive the Scheme Consideration, on - Tuesday, 7 February 2017
- Suspension of listing of Datacentrix Shares on the JSE to take place at the commencement of trade on - Wednesday, 8 February 2017
- Scheme Consideration Record Date, being the date on which Scheme Participants must be recorded in the Register to receive the Scheme Consideration, by close of trade on - Friday, 10 February 2017
- Operative Date of the Scheme on - Monday, 13 February 2017
- Scheme Consideration to be paid/posted to Scheme Participants who are Certificated Shareholders (provided their form of surrender and transfer and Documents of Title are received on or prior to 12:00 on the Scheme Consideration Record Date) on - Monday, 13 February 2017
- Scheme Participants who are Dematerialised Shareholders to have their accounts (held at their CSDP or broker) credited with the Scheme Consideration on - Monday, 13 February 2017
- Termination of listing of Datacentrix Shares on the JSE to take place at the commencement of trade on - Tuesday, 14 February 2017
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Pinnacle - results of general meeting
Datacentrix shareholders are referred to the announcement released on SENS on Thursday, 10 November 2016 and in the press on Friday, 11 November 2016 wherein they were advised that Pinnacle, through DCT Holdings, has made an offer to Datacentrix to acquire 100% of the issued ordinary share capital of Datacentrix excluding treasury shares and shares that DCT Holdings already owns (the “Proposed Transaction”). Shareholders are also referred to the Circular which was issued on Thursday, 8 December 2016, containing details of the Proposed Transaction and incorporating details of the General Meeting of Shareholders for purposes of approving the Proposed Transaction.
Capitalised terms used in this announcement that are not otherwise defined, bear the meanings ascribed to them in the Circular.
Shareholders are advised that at the General Meeting of Datacentrix Shareholders held today on Wednesday, 11 January 2017, all resolutions required to be passed in order to approve the Proposed Transaction were passed by the requisite majority of shareholders.
Details of the results of the General Meeting are as follows:
- total number of shares in issue (excluding treasury shares) that could have been voted at the General Meeting: 81 325 007; and
- total number of shares present in person or by proxy was 67 847 365 , representing 83.43% of the total shares in issue that could have been voted
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