Wrap Text
Distribution of circular to shareholders
Datatec Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1994/005004/06)
ISIN: ZAE000017745
Share Code: DTC
("Datatec" or "the Company")
DISTRIBUTION OF CIRCULAR TO SHAREHOLDERS
Shareholders of Datatec ("Shareholders") are referred to the announcement regarding the Company's audited
financial results for the year ended 29 February 2024 and declaration of the cash dividend with a scrip
distribution alternative released on the Stock Exchange News Service ("SENS") of the JSE Limited ("JSE") on
Tuesday, 28 May 2024, in terms of which the board of directors of the Company notified Shareholders that it
had resolved to declare a cash dividend of 130 ZAR cents ("Cash Dividend") per Datatec ordinary share
("Datatec Ordinary Shares") held on the Record Date, being Friday, 19 July 2024 ("Record Date").
Shareholders were advised that they would be entitled to elect to receive a scrip distribution of new, fully paid
Datatec Ordinary Shares in proportion to their ordinary shareholding in Datatec on the Record Date ("Scrip
Distribution" or "Scrip Distribution Alternative").
Shareholders will be entitled to receive the Cash Dividend of 130 ZAR cents per Datatec Ordinary Share in
respect of their shareholding as at the close of trading on the JSE on the Record Date, in proportion to their
ordinary shareholding in Datatec and to the extent that such Shareholders have not elected to receive the
Scrip Distribution Alternative in respect of all or a part of their shareholding.
Shareholders will, however, be entitled to elect to receive a Scrip Distribution of new, fully paid Datatec
Ordinary Shares in respect of their shareholding in Datatec as at the Record Date, in respect of all or part of
their ordinary shareholding, instead of the Cash Dividend.
The number of Scrip Distribution shares to which each of the Shareholders will become entitled pursuant to
the Scrip Distribution (subject to their election thereto) will be determined by reference to such Shareholder's
ordinary shareholding in Datatec (at the close of trade on the JSE on the Record Date) in relation to the ratio
that 130 ZAR cents bears to the volume weighted average price ("VWAP") of a Datatec ordinary share traded
on the JSE during the 30-day trading period ending on Friday, 5 July 2024, less the amount of the Cash
Dividend provided that, where the application of this ratio gives rise to a fraction of an ordinary share, rounding
principles will be applied.
Where a Shareholder's entitlement to new Datatec Ordinary Shares calculated in accordance with the above
formula gives rise to a fraction of a new ordinary share, such fraction of a new ordinary share will be rounded
down to the nearest whole number, resulting in allocations of whole ordinary shares and a cash payment for
the fraction. The applicable cash payment will be determined with reference to the VWAP of a Datatec
Ordinary Share traded on the JSE on Wednesday, 17 July 2024, (being the day on which Datatec Ordinary
Shares begin trading "ex" the entitlement to receive the Cash Dividend or the Scrip Distribution Alternative),
discounted by 10%. Details of the ratio will be announced on SENS in accordance with the timetable below.
The Company's total number of issued Datatec Ordinary Shares is 229 522 677. As at Friday, 31 May 2024,
the Company had 574 145 Datatec Ordinary Shares held as treasury shares. Datatec's South African income
tax reference number is 9999/493/71/2.
The distribution of the circular referred to below, and the rights to receive the Scrip Distribution shares in
jurisdictions other than the Republic of South Africa, may be restricted by law and any failure to comply with
these restrictions may constitute a violation of the securities laws of such jurisdictions. Accordingly,
Shareholders will not be entitled to receive the Scrip Distribution shares, directly or indirectly, in those
jurisdictions and shall be deemed not to have elected the Scrip Distribution Alternative. Such non-resident
Shareholders should inform themselves about and observe any applicable legal requirements in such
jurisdictions. It is the responsibility of non-resident shareholders to satisfy themselves as to the full observance
of the laws and regulatory requirements of the relevant jurisdictions in respect of the Scrip Distribution
Alternative, including the obtaining of any governmental, exchange control or other consents or the making of
any filing which may be required, compliance with other necessary formalities and payment of any issue,
transfer or other taxes or other requisite payments due in such jurisdictions. Shareholders who have any doubts
as to their position, including, without limitation, their tax status, should consult an appropriate adviser in the
relevant jurisdictions without delay.
The Company has today, Wednesday, 5 June 2024, distributed a circular (including a Form of Election (grey)
for certificated Shareholders) to Shareholders, detailing the terms of the Cash Dividend and the Scrip
Distribution Alternative ("Circular").
The Company is pleased to announce that the Financial Surveillance Department of the South African Reserve
Bank has approved the Circular.
The Circular is available, in English only on, the Company's website https://www.datatec.com/circulars.php
and during normal business hours at the Company's registered office Third Floor, Sandown Chambers,
Sandown Village, 81 Maude Street, Sandown 2196, Johannesburg, South Africa.
The salient dates pertaining to the Cash Dividend and the Scrip Distribution Alternative, also contained in the
Circular, are set out below:
EVENT 2024
Record date for Shareholders to be registered in the Company's securities register Friday, 31 May
in order to be entitled to receive this Circular
Distribution of Circular announced on SENS on Wednesday, 5 June
Circular and Form of Election (grey) distributed on Wednesday, 5 June
Distribution of Circular announcement published in the South African press on Thursday, 6 June
Finalisation announcement released on SENS in respect of the ratio applicable to Monday, 8 July
the Scrip Distribution Alternative, based on the 30-day volume weighted average
price ("VWAP") "ex" the Cash Dividend ending on Friday, 5 July 2024, by 11h00
on
Announcement published in the South African press of the ratio applicable to the Tuesday, 9 July
Scrip Distribution Alternative, based on the 30-day VWAP "ex" the Cash Dividend
ending on Friday, 5 July 2024 on
Last day to trade in order to be eligible for the Cash Dividend and the Scrip Tuesday, 16 July
Distribution Alternative
Shares trade "ex" the Cash Dividend and the Scrip Distribution Alternative on Wednesday, 17 July
Listing and trading of maximum possible number of Shares on the JSE in terms Wednesday, 17 July
of the Scrip Distribution Alternative from the commencement of trading on
Announcement released on SENS in respect of the cash payment applicable to Thursday, 18 July
fractional entitlements, based on the VWAP of a Share traded on the JSE on
Wednesday, 17 July 2024, discounted by 10%, by 11h00 on
Last day to elect to receive the Scrip Distribution Alternative instead of the Cash Friday, 19 July
Dividend, Forms of Election (grey) to reach the Transfer Secretaries by 12h00 on
Record Date in respect of the Cash Dividend and the Scrip Distribution Alternative Friday, 19 July
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Cash Dividend payments made, CSDP/broker accounts credited/updated with Monday, 22 July
Scrip Distribution Shares on
Announcement relating to the results of the Cash Dividend and the Scrip Monday, 22 July
Distribution Alternative released on SENS on
Announcement relating to the results of the Cash Dividend and the Scrip Tuesday, 23 July
Distribution Alternative published in the South African press on
JSE listing of Shares in respect of the Scrip Distribution Alternative adjusted to Tuesday, 23 July
reflect the actual number of ordinary Shares issued in terms of the Scrip
Distribution Alternative at the commencement of business on or about
All times provided in the Circular and as disclosed above are South African local times. The above dates and
times are subject to change. Any material change will be announced on SENS.
Share certificates may not be dematerialised or rematerialised between Wednesday, 17 July 2024 and Friday,
19 July 2024, both days inclusive. If Datatec maintains a certificated register, then the register will be closed
from Wednesday, 17 July 2024 to Friday, 19 July 2024, both days inclusive.
Johannesburg
5 June 2024
Sponsor
Pallidus Exchange Services Proprietary Limited
Legal Advisors
BOWMANS
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Date: 05-06-2024 04:00:00
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.
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