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PNC 201406300093A
Repurchase of ordinary shares in Pinnacle
Pinnacle Holdings Limited
(Previously Pinnacle Technology Holdings Limited)
Registration number 1986/000334/06
Share Code: PNC
ISIN: ZAE000184149
(“Pinnacle” or “Pinnacle Group” or “the Company”)
REPURCHASE OF ORDINARY SHARES IN PINNACLE
1. Introduction
Shareholders are hereby advised that Pinnacle has acquired 2 112 000 ordinary shares in the issued
share capital of Pinnacle on the open market for a purchase consideration in aggregate of
R29 046 610.60 (“the general repurchase”). The general repurchase was effected in terms of a
general authority to Pinnacle’s directors (“the directors”), which was granted in terms of a special
resolution passed by the members at Pinnacle’s Annual General Meeting (“AGM”) held on 25
October 2013 and comprises 1.24% of the total issued ordinary shares of Pinnacle at the date of the
AGM. There are 12 069 974 treasury shares held by Pinnacle Treasury Services Limited, a subsidiary
of Pinnacle.
2. Implementation
The general repurchase commenced on 14 April 2014 and continued on a day-to-day basis as market
conditions allowed and in accordance with the JSE Limited (“JSE”) Listings Requirements until 2 May
2014. The Company confirms that the repurchases were effected through the order book operated
by the JSE and done without any prior understanding or arrangement between the Company and the
counter parties. The highest and lowest prices paid by Pinnacle for the ordinary shares were 1455.70
cents and 1298.89 cents per share respectively.
3. Extent of general authority outstanding
The extent of the general authority outstanding for the current financial year is 31 908 889 ordinary
shares, representing 18.76% of the total issued ordinary shares of Pinnacle.
4. Sources of funds
The general repurchase has been funded from available banking facilities.
5. Opinion of directors
The directors have considered the effect of the general repurchase and are satisfied that:
- Pinnacle and Pinnacle’s subsidiaries (“the Pinnacle group”) will be able, in the ordinary course of
business, to pay its debts for a period of 12 months from the date of this announcement;
- the assets of Pinnacle and the Pinnacle group will be in excess of the liabilities of Pinnacle and the
Pinnacle group for a period of 12 months from the date of this announcement. For this purpose,
the assets and liabilities should be recognised and measured in accordance with the accounting
policies used in the audited financial statements for the year ended 30 June 2013;
- the ordinary capital and reserves of Pinnacle and the Pinnacle group will be adequate for a period
of 12 months from the date of this announcement; and
- the working capital of Pinnacle and the Pinnacle group will be adequate for a period of 12 months
from the date of this announcement.
6. Pro Forma financial effects
The pro forma financial effects of the repurchase are the responsibility of the directors of Pinnacle
and have been prepared for illustrative purposes only. Due to the nature of pro forma financial
effects, it may not give a fair reflection of Pinnacle`s financial position, changes in equity, results of
operations or cash flows after the general repurchase. The pro forma financial effects are
presented in accordance with the JSE Listings Requirements, the Guide on Pro Forma Financial
Information issued by The South African Institute of Chartered Accountants. The accounting
policies of Pinnacle as at 31 December 2013 have been used in the preparation of the pro forma
financial effects.
The pro forma financial effects are:
Before After Chang Percentag
Per Ordinary Share (Cents) (Cents) (Cents)
Earnings per share 102.60 103.2 0.60 0.58%
Headline earnings per ordinary share 95.40 95.90 0.50 0.52%
Net asset value per ordinary share 746.3 737.8 -8.5 -1.14%
Net tangible asset value per ordinary share 663.4 653.7 -9.7 -1.45%
Number of shares in issue (‘ 000) 170 104 167 992 -1.24%
Notes and assumptions:
The before column has been extracted from the unaudited condensed consolidated financial
results of Pinnacle for the six months ended 31 December 2013;
Pro forma earnings and headline earnings per share are presented based on the assumptions that
the general repurchase was effective 1 July 2013;
Pro forma net asset and net tangible asset value per share are presented based on the
assumptions that the general repurchase was effective 31 December 2013;
The repurchase was funded through available banking facilities at an interest rate of 8.5 % pa; and
The once-off transaction costs are immaterial and there are no other post balance sheet events
requiring adjustments to the pro forma financial information.
7. JSE listing
The ordinary shares that have been repurchased have been cancelled and de-listed
8. Conclusion
Pinnacle may consider repurchasing securities as and when opportunities arise.
Midrand
30 June 2014
Sponsor: Deloitte & Touche Sponsor Services (Pty) Ltd
Date: 30/06/2014 05:15:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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