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PNC
PNC
Pinnacle/Amabubesi - Pinnacle introduces a BEE shareholder
Pinnacle Technology Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1986/000334/06)
Share code: PNC & ISIN code: ZAE000022570
("Pinnacle" or "the company")
Amabubesi Investments (Proprietary) Limited
(Incorporated in the Republic of South Africa)
(Registration number 2002/007019/07)
("Amabubesi")
PINNACLE INTRODUCES A BLACK ECONOMIC EMPOWERMENT SHAREHOLDER
1. Introduction
Further to the detailed announcement dated 28 November 2005, Bishop Corporate
Finance (Proprietary) Limited is authorised to announce that Pinnacle has signed
the subscription agreement with Amabubesi in terms of which Amabubesi will be
introduced as a Black Economic Empowerment equity partner to Pinnacle. Amabubesi
will acquire and subscribe for 20% in aggregate of the total issued share
capital of Pinnacle ("the ordinary share issue").
2. Salient dates
The relevant salient dates are:
Circular posted to shareholders, on Monday,13 March 2006
Last day to submit forms of proxy regarding the
General Meeting, by 10h00, on Monday, 3 April 2006
General Meeting at 10h00, on Tuesday, 4 April2006
Results of the General Meeting released on SENS, Tuesday, 4 April2006
on
Results of the General Meeting published in the Wednesday, 5 April 2006
press, on
3. Pro forma financial effects recalculated
The unaudited pro forma financial effects provided are the responsibility of the
directors of Pinnacle. The unaudited pro forma financial effects are to provide
investors with information about the impact of the ordinary share issue. The
unaudited pro forma financial effects have been prepared for illustrative
purposes only and, because of its nature, may not fairly reflect the financial
position of Pinnacle, changes in its equity or results of its operations or cash
flows after implementation of the BEE transaction.
The unaudited pro forma financial effects published on 28 November 2005 had to
be recalculated following the South African Institute of Chartered Accountants"
Guide on Pro Forma Financial Information issued in September 2005, becoming
effective 1 January 2006. The recalculated unaudited pro forma financial effects
of the ordinary share issue on the headline earnings, earnings, net asset value
and net tangible asset value per Pinnacle share, before and after the ordinary
share issue, are set out below.
Notes 1 2 4 3 4
Before After Change After- Change
recalculated
(cents) (cents) (%) (cents) (%)
Basic and headline
earnings
- Basic earnings per 15,1 14,9 (1,3) 13,8 (8,6)
ordinary share
- Headline earnings 15,1 14,9 (1,3) 13,8 (8,6)
per ordinary share
Net asset value and
net tangible asset
value
- Net asset value per 75,0 82,5 (10,0) 82,5 (10,0)
ordinary share
- Net tangible asset 68,2 75,7 (11,0) 75,7 (11,0)
value per ordinary
share
Weighted average 148 446 148 446 148 446
number of shares in
issue (`000)
Number of shares in 141 819 141 819 141 819
issue (`000)
Notes:
1. The amounts in the "Before" column are based on the audited financial
results of Pinnacle for the year ended 30 June 2005.
2. The amounts in the "after" column represent the unaudited pro forma
financial effects as published in the announcement of 28 November
2005.
3. The amounts in the "after -recalculated" column were calculated
according to the South African Institute of Chartered Accountants"
Guide on Pro Forma Financial Information, in terms of which interest
has not been taken into account that would be earned on the cash
amount raised of R 37.3 million. The only difference to the financial
effects as per the "after" column is that interest at 6,5% per annum
has been taken into account in that calculation. The proceeds of the
ordinary share issue will be used for working capital requirements and
organic growth.
4. Percentage change if compared to audited financial results of Pinnacle
for the year ended 30 June 2005.
Midrand
13 March 2006
Corporate Adviser
Bishop Corporate Finance
Sponsor
Deloitte & Touche Sponsor Services
Attorneys
TWB
Independent Expert
Grant Thornton Corporate Finance
Reporting Accountants
Grant Thornton
Date: 13/03/2006 07:00:07 AM Produced by the JSE SENS Department
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