Acquisition announcement Pinnacle Technology Holdings Limited Incorporated in the Republic of South Africa Registration number 1986/000334/06 Share Code: PNC ISIN: ZAE000022570 (“Pinnacle”) ACQUISITION ANNOUNCEMENT INTRODUCTION The Board of Directors of Pinnacle is pleased to announce that it has entered into an agreement with Co-ordinated Network Investments Proprietary Limited and Hoolican Investments Proprietary Limited (collectively the “Sellers”) in terms of which Pinnacle (or a nominated wholly owned subsidiary of Pinnacle), will acquire in one indivisible transaction, 61,152,467 ordinary shares (“Acquired Shares”) in Datacentrix Holdings Limited (“Datacentrix”) in an off-market sale and purchase (the “Acquisition”). The Acquired shares represent approximately 29.79% of the issued ordinary share capital of Datacentrix. Datacentrix is a recognised services-led Information and Communication Technology (“ICT”) solution integrator in South Africa, focusing on the provision of managed services and business solutions. Datacentrix was listed on the JSE Limited (“JSE”) in 1998 and is based in Midrand with regional offices in most of the major cities in the country. RATIONALE FOR THE ACQUISITION Pinnacle recognises the strength of Datacentrix’s operations in its chosen fields. The Acquisition will provide Pinnacle the opportunity to grow its own revenue generation from the Managed Services and Business Solutions market sector within the ICT industry, which forms the significant majority of Datacentrix business as reported in Datacentrix financial results for the year ended 28 February 2013. This is consistent with Pinnacle’s strategy to secure a greater share of the value-add service provision segment in the ICT value chain, and to benefit from the annuity revenues and higher margins associated with this segment of the market. Any forward looking statements contained in this announcement have not been reviewed nor reported on by Pinnacle’s auditors. PURCHASE CONSIDERATION The purchase consideration for the Acquired Shares is 388 cents per share (“Price per Acquired Share”) or a cumulative total of R237 271 572 (two hundred and thirty-seven million, two hundred and seventy-one thousand, five hundred and seventy-two Rand only) as calculated by multiplying the Acquired Shares by the Price per Acquired Share (“Purchase Consideration”), which Purchase Consideration is payable in cash. The trade date for the Acquisition will be the second business day following fulfilment of the condition precedent set out below. The Acquisition will be implemented as an off-market sale and purchase and the Purchase Consideration will be settled against delivery of the Acquired Shares by the Sellers to Pinnacle in terms of the rules of Strate Limited. 1 The Purchase Consideration will be funded out of existing cash resources and credit facilities available to Pinnacle. CONDITION PRECEDENT TO THE ACQUISITION The Acquisition is subject to the approval (to the extent required) of the Competition Authorities (either unconditionally or subject to conditions reasonably acceptable to Pinnacle and the Sellers). PRO FORMA FINANCIAL EFFECTS OF THE ACQUISITION Although the Acquisition is indeed earnings accretive, it would not have had a significant effect (as defined in the Listings Requirements of the JSE) on Pinnacle’s financial results for the six months ended 31 December 2012 had the acquisition taken place at the beginning of that period. The Acquisition is fully funded out of existing cash resources and credit facilities and has therefore has no impact on net asset value as at 31 December 2012 for pro forma purposes. CATEGORISATION The Acquisition is a Category 2 transaction in terms of the Listings Requirements of the JSE and does not require Pinnacle shareholder approval. WARRANTIES Both parties have provided the other with the standard warranties that are usual for this type of transaction Midrand 6 June 2013 Investment bank and transaction adviser Investec Bank Limited Sponsor Deloitte & Touche Sponsor Services Proprietary Limited Legal adviser Tugendhaft Wapnick Banchetti and Partners 2 Date: 06/06/2013 04:43:00 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.