|
PNC
PNC
PNC - Pinnacle - Posting of Circular And Notice of General Meeting
PINNACLE TECHNOLOGY HOLDINGS LIMITED
Registration number 1986/000334/06
Share Code: PNC
ISIN: ZAE000022570
("Pinnacle" or "the Company")
POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING
Pinnacle shareholders are referred to the terms announcement released on SENS on
27 October 2011 and in the press on 28 October 2011 where they were advised that
Pinnacle had received an offer from Amabubesi Technology Holdings Proprietary
Limited ("Amabubesi") to dispose of the entire Amabubesi shareholding in
Pinnacle, comprising 17 281 647 ordinary shares, which represents 10.2% of the
issued shares in Pinnacle (net of treasury shares), in respect of which Pinnacle
had a pre-emptive right to repurchase the shares concerned, which repurchase
would be implemented by way of a Scheme of Arrangement in terms of section
114(1)(e) of the Companies Act No 71 of 2008 ("the Companies Act"), as read with
section 115 ("the Scheme"). Shareholders were also advised that the Board of the
Company had resolved that Pinnacle will accept this offer and will repurchase 11
482 801 of its own ordinary shares at R7.50 per share out of its available share
premium and Pinnacle Holdings Limited, a subsidiary of Pinnacle will acquire 5
798 846 ordinary shares in Pinnacle at R7.50 per share, both from Amabubesi,
amounting to a total of 17 281 647 ordinary shares purchased for and on behalf
of the Pinnacle Group of Companies ("the repurchase").
A circular containing full details of the repurchase, including, inter alia, a
notice convening a general meeting, was posted to shareholders today. The
general meeting is to be held at the registered office of the Company: The
Summit, 269, 16th Road, Randjespark, Midrand, 1685 at 10:00 on Friday, 6 January
2012 to consider and, if deemed fit, to pass, with or without modification, the
necessary special and ordinary resolutions.
The salient dates and times in relation to the general meeting are as follows:
Circular posted to Pinnacle shareholders Monday, 5 December 2011
Last day to trade in shares on the exchange Thursday, 22 December 2011
operated by the JSE Limited ("JSE") in order to
be recorded in the register on the Voting
Record Date
Voting Record Date Friday, 30 December 2011
Last day to lodge forms of proxy by 10:00 on Wednesday, 4 January 2012
Last date and time for shareholders to give Friday, 6 January 2012
notice of their objections to the special
resolution approving the Scheme by no later
than 10:00 on
General meeting of shareholders at 10:00 on Friday, 6 January 2012
Results of the general meeting released on SENS Friday, 6 January 2012
Results of the general meeting published in the Monday, 9 January 2012
press
If the Scheme is not opposed, the Scheme will Monday, 16 January 2012
become unconditional on the date that the
Takeover Regulation Panel issues a compliance
certificate in respect of the transaction in
terms of section 119(4)(b) of the Companies
Act, date expected to be
Anticipated delisting date of 11 482 801 shares Tuesday, 17 January 2012
from the JSE if the Scheme is not opposed
Last date on which shareholders can make Friday, 20 January 2012
application to the Court in terms of section
115(3)(b) of the Companies Act on
Last date for Pinnacle to give notice of Friday, 20 January 2012
adoption of the special resolution approving
the Scheme to shareholders objecting to the
special resolution on
All times indicated above are South African times. Shareholders will be notified
of any amendments to the above dates or times on SENS and in the press.
Midrand
5 December 2011
Sponsor: Deloitte & Touche Sponsor Services (Pty) Limited
Attorneys: Tugendhaft Wapnick Banchetti and Partners
Reporting Accountants and Auditors: BDO South Africa Inc.
Independent expert: Mazars Corporate Finance Proprietary Limited
Date: 05/12/2011 16:56:09 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS. |
|
