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PNG - Pinnacle Point Group - Proforma financial effects of the claw back offer and withdrawal of the cautionary announcement in relation to the claw back offer PINNACLE POINT GROUP LIMITED (Registration Number: 2000/000059/06) ISIN code: ZAE000127122 Share code: PNG ("Pinnacle Point" or "the Company") PROFORMA FINANCIAL EFFECTS OF THE CLAW BACK OFFER AND WITHDRAWAL OF THE CAUTIONARY ANNOUNCEMENT IN RELATION TO THE CLAW BACK OFFER TERMS OF CLAW BACK OFFER AND JURISDICTION Shareholders are referred to the cautionary announcements dated, 30 December 2010 and 14 February 2011 and are advised that the Company will proceed with the renounceable Claw Back Offer of 1 300 000 000 claw back shares in the ratio of 18.54197 (eighteen point five four one nine seven) new Pinnacle ordinary share for every 100 Pinnacle ordinary shares held at 1 cent per share. The Claw Back offer will not constitute an offer to any person in jurisdictions, other than South Africa and Nigeria, that may be restricted by law and failure to comply with any of those restrictions may constitute a violation of the laws of any such jurisdiction. The Shares issued in terms of the Claw Back Offer will not be registered for purposes of the Claw Back Offer with the Securities and Exchange Commission, Washington, D.C., the Canadian Provincial Securities Commission or the Australian Securities Commission under the Australian Corporation Law, as amended. The Claw Back Offer will not be made to, or be open for acceptance by persons with registered addresses in the United States of America or any of its territories, dependencies, possessions or commonwealths or in the District of Columbia or in the Dominion of Canada or in the Commonwealth of Australia, its states, territories or possessions or in Japan or in any other jurisdiction in which it is illegal to make such an offer. EXCESS APPLICATIONS Excess applications will not be allowed by the Company as this is a claw back offer. PRO FORMA FINANCIAL EFFECTS The pro forma financial effects of the claw back offer are detailed below. Unaudited Pro forma Percentage Before the After the change Claw Back Claw Back
Offer Offer Basic loss per share (cents) -0.99 -0.84 15.65% Diluted loss per share (cents) -0.99 -0.84 15.65% Headline loss per share -0.99 -0.84 15.65% (cents) Diluted headline loss per -0.99 -0.84 15.65% share (cents) Net asset value per share 10.65 9.13 -14.30% (cents) Tangible net asset value per 10.52 9.02 -14.28% share (cents) Issued shares ( `000) 7 006 622 8 306 622 18.55% Weighted average number of 7 006 622 8 306 622 18.55% shares in issue - diluted and undiluted (`000) Notes and assumptions: 1 The unaudited financial information has been extracted from the published unaudited interim financial results of Pinnacle Point for the six months ended 31 August 2010. 2 The pro forma adjustments to the above have been calculated on the assumption that the proceeds from the Claw Back Offer were received on 1 March 2010 for income statement purposes and on 31 August 2010 for balance sheet purposes and that the proceeds were used to repay debt. 3 An issue price of 1 cent per Share has been used for the pro forma adjustments with 1 300 000 000 Shares being issued for a total quantum of R13 million. 4 No interest impact on the income statement has been calculated due to the assumption that the proceeds will be used to reduce trade creditors. This is not expected to have a continuing effect on the results of the Group. No interest is calculated on surplus cash funds. This is in accordance with SAICA Guide on Pro Forma Financial Information (issued September 2009), paragraph 82. 5 Estimated transaction costs of R1 million, relating to the Claw Back Offer, have been taken into account in determining the financial effects. These costs have been assumed to reduce share premium and will not have a continuing effect on the Group. 6 No tax has been assumed due to the majority of costs not qualifying as tax deductable expenses. SALIENT DATES AND TIMES The salient dates of the Claw Back offer will be announced on SENS following the approval by the JSE of the Claw Back offer circular. CIRCULAR TO SHAREHOLDERS A circular containing full details of the Claw Back offer is in the process of being finalised and will be posted to shareholders following registration of the circular and letter of allocation with CIPRO. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT Shareholders are advised that pursuant to the release of this announcement, the cautionary announcement relating specifically to the claw back offer is hereby withdrawn. JOHANNESBURG 18 April 2011 Designated Advisor Arcay Moela Sponsors (Proprietary) Limited Date: 18/04/2011 17:47:01 Supplied by www.sharenet.co.za 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.
