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PNC - Pinnacle - Posting of Circular And Notice of General Meeting

Release Date: 05/12/2011 16:56
Code(s): PNC
Wrap Text

PNC - Pinnacle - Posting of Circular And Notice of General Meeting PINNACLE TECHNOLOGY HOLDINGS LIMITED Registration number 1986/000334/06 Share Code: PNC ISIN: ZAE000022570 ("Pinnacle" or "the Company") POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING Pinnacle shareholders are referred to the terms announcement released on SENS on 27 October 2011 and in the press on 28 October 2011 where they were advised that Pinnacle had received an offer from Amabubesi Technology Holdings Proprietary Limited ("Amabubesi") to dispose of the entire Amabubesi shareholding in Pinnacle, comprising 17 281 647 ordinary shares, which represents 10.2% of the issued shares in Pinnacle (net of treasury shares), in respect of which Pinnacle had a pre-emptive right to repurchase the shares concerned, which repurchase would be implemented by way of a Scheme of Arrangement in terms of section 114(1)(e) of the Companies Act No 71 of 2008 ("the Companies Act"), as read with section 115 ("the Scheme"). Shareholders were also advised that the Board of the Company had resolved that Pinnacle will accept this offer and will repurchase 11 482 801 of its own ordinary shares at R7.50 per share out of its available share premium and Pinnacle Holdings Limited, a subsidiary of Pinnacle will acquire 5 798 846 ordinary shares in Pinnacle at R7.50 per share, both from Amabubesi, amounting to a total of 17 281 647 ordinary shares purchased for and on behalf of the Pinnacle Group of Companies ("the repurchase"). A circular containing full details of the repurchase, including, inter alia, a notice convening a general meeting, was posted to shareholders today. The general meeting is to be held at the registered office of the Company: The Summit, 269, 16th Road, Randjespark, Midrand, 1685 at 10:00 on Friday, 6 January 2012 to consider and, if deemed fit, to pass, with or without modification, the necessary special and ordinary resolutions. The salient dates and times in relation to the general meeting are as follows: Circular posted to Pinnacle shareholders Monday, 5 December 2011 Last day to trade in shares on the exchange Thursday, 22 December 2011 operated by the JSE Limited ("JSE") in order to be recorded in the register on the Voting Record Date Voting Record Date Friday, 30 December 2011 Last day to lodge forms of proxy by 10:00 on Wednesday, 4 January 2012 Last date and time for shareholders to give Friday, 6 January 2012 notice of their objections to the special resolution approving the Scheme by no later than 10:00 on General meeting of shareholders at 10:00 on Friday, 6 January 2012 Results of the general meeting released on SENS Friday, 6 January 2012 Results of the general meeting published in the Monday, 9 January 2012 press If the Scheme is not opposed, the Scheme will Monday, 16 January 2012 become unconditional on the date that the Takeover Regulation Panel issues a compliance certificate in respect of the transaction in terms of section 119(4)(b) of the Companies Act, date expected to be Anticipated delisting date of 11 482 801 shares Tuesday, 17 January 2012 from the JSE if the Scheme is not opposed Last date on which shareholders can make Friday, 20 January 2012 application to the Court in terms of section 115(3)(b) of the Companies Act on Last date for Pinnacle to give notice of Friday, 20 January 2012 adoption of the special resolution approving the Scheme to shareholders objecting to the special resolution on All times indicated above are South African times. Shareholders will be notified of any amendments to the above dates or times on SENS and in the press. Midrand 5 December 2011 Sponsor: Deloitte & Touche Sponsor Services (Pty) Limited Attorneys: Tugendhaft Wapnick Banchetti and Partners Reporting Accountants and Auditors: BDO South Africa Inc. Independent expert: Mazars Corporate Finance Proprietary Limited Date: 05/12/2011 16:56:09 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.

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