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
Datatec shareholders (“Shareholders”) are referred to the announcement regarding the
Company’s declaration of the special cash dividend with a scrip distribution alternative released
on the Stock Exchange News Service of the JSE (“SENS”) on Tuesday, 11 October 2022, in
terms of which the board of directors of the Company notified Shareholders that it had resolved to
return an amount equal to approximately £135.1 million to Shareholders by declaring a special
cash dividend of 1250 ZAR cents (“Special Cash Dividend”) per Datatec ordinary share
(“Datatec Share”) held on the record date, being Friday, 2 December 2022 (“Record Date”).
Shareholders were advised that they would be entitled to elect to receive a scrip distribution of
new, fully paid Datatec Shares in proportion to their ordinary shareholding in Datatec on the
Record Date instead of the Special Cash Dividend (“Scrip Distribution” or “Scrip Distribution
Alternative”).
Shareholders will be entitled to receive the Special Cash Dividend of 1250 ZAR cents per Datatec
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 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 Special 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 1250 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 Monday, 21 November 2022, 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. This fractional entitlement payment will not
be subject to a dividend withholding tax. The applicable cash payment will be determined with
reference to the VWAP of an ordinary Datatec share traded on the JSE on Wednesday, 30
November 2022, (being the day on which Datatec Shares begin trading "ex” the entitlement to
receive the Special 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 Shares is 221,745,341 and, as at 19 October
2022, the Company did not have any Datatec Shares held as treasury shares. Datatec's income
tax reference number is 9999/493/71/2.
The distribution of the Circular (as defined 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 will distribute a circular (including a form of election for certificated shareholders) to
shareholders on Thursday, 20 October 2022, detailing the terms of the Special Cash Dividend
and the Scrip Distribution Alternative ("Circular").
The Circular is available, in English only, on the Company’s website
www.datatec.com/circulars.php and during normal business hours at the Company's registered
office Third Floor, Sandown Chambers, Sandown Village Office Park, 81 Maude Street, Sandown
2031, Johannesburg, South Africa.
The salient dates pertaining to the Special Cash Dividend and the Scrip Dividend Alternative, also
contained in the Circular, are set out below:
EVENT 2022
Record date to determine eligible shareholders to receive the Friday, 14 October
Circular
Distribution of Circular announced on SENS on Wednesday, 19 October
Circular and Form of Election (grey) distributed on Thursday, 20 October
Distribution of Circular announcement published in the South Thursday, 20 October
African press on
Finalisation announcement released on SENS in respect of the Tuesday, 22 November
ratio applicable to the Scrip Distribution Alternative, based on the
30-day VWAP ending on Monday, 21 November 2022 and
confirmation of receipt of exchange control approval, by 11h00 on
Finalisation announcement published in the South African press of Wednesday, 23 November
the ratio applicable to the Scrip Distribution Alternative, based on
the 30-day VWAP ending on Monday, 21 November 2022 and
confirmation of receipt of exchange control approval on
Last day to trade in order to be eligible for the Special Cash Tuesday, 29 November
Dividend and the Scrip Distribution Alternative
Shares trade “ex” the Special Cash Dividend and the Scrip Wednesday, 30 November
Distribution Alternative on
Listing and trading of maximum possible number of Datatec Shares Wednesday, 30 November
on the JSE in terms of the Scrip Distribution Alternative from the
commencement of trading on
Announcement released on SENS in respect of the cash payment Thursday, 1 December
applicable to fractional entitlements, based on the VWAP of a
Datatec ordinary share traded on the JSE on
Wednesday, 30 November 2022, discounted by 10%, by 11h00 on
Last day to elect to receive the Scrip Distribution Alternative instead Friday, 2 December
of the Special Cash Dividend, Forms of Election (grey) to reach the
transfer secretaries by 12h00 on
Record Date in respect of the Special Cash Dividend and the Scrip Friday, 2 December
Distribution Alternative
Special Cash Dividend payments made, CSDP/broker accounts Monday, 5 December
credited/updated on
Announcement relating to the results of the Special Cash Dividend Monday, 5 December
and the Scrip Distribution Alternative released on SENS on
Announcement relating to the results of the Special Cash Dividend Tuesday, 6 December
and the Scrip Distribution Alternative published in the South African
press on
JSE listing of Datatec Shares in respect of the Scrip Distribution Tuesday, 6 December
Alternative adjusted to reflect the actual number of Datatec Shares
issued in terms of the Scrip Distribution Alternative at the
commencement of business on or about
All times provided in the Circular 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, 30 November 2022
and Friday, 2 December 2022, both days inclusive. If Datatec maintains a certificated register, then the
register will be closed from Wednesday, 30 November 2022 to Friday, 2 November 2022, both days
inclusive.
Johannesburg
19 October 2022
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Legal Advisors
BOWMANS
Date: 19-10-2022 05:00:00
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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