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Update Regarding the Composite Transaction, the Specific Repurchase and Appointment to the Board Of Directors
POYNTING HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number 1997/011142/06)
Share code: POY
ISIN: ZAE000121299
(“Poynting” or “the Company”)
UPDATE REGARDING THE COMPOSITE TRANSACTION, THE SPECIFIC
REPURCHASE AND APPOINTMENT TO THE BOARD OF DIRECTORS
Shareholders are referred to the SENS announcement of
22 December 2014, wherein shareholders were advised that
Poynting had entered into a transaction in terms of which
Poynting disposed of its interests in Poynting Antennas
Proprietary Limited (excluding the Poynting DS and Poynting SS
divisions) as well as Poynting Direct Proprietary Limited,
Poynting HK Limited and a minority interest in CrunchYard
Holdings Proprietary Limited to Friedshelf 1613 Proprietary
Limited (“NewCo”) (“Composite Transaction”).
Shareholders are hereby advised that the Composite Transaction
has become unconditional and has been duly implemented, with
the purchase consideration remaining outstanding on loan
account (the “NewCo Loan Account”). The NewCo Loan Account
will be settled through the specific repurchase of 14 000 000
Poynting shares by Poynting from Newco (“Specific
Repurchase”).
Given that the Specific Repurchase will entail the acquisition
of more than 5% of the issued share capital of Poynting, the
Specific Repurchase is subject to the requirements of section
48(8), as read with section 114 and 115 of the Companies Act,
2008 (“Companies Act”). In terms of the Companies Act and the
Companies Regulations, 2011 (“Regulations”), Poynting is
required to appoint an independent board in order to fulfil
the obligations contained in the Companies Act and the
Regulations relating to the Specific Repurchase.
Accordingly and in compliance with paragraph 3.59 of the
Listings Requirements of the JSE Limited, shareholders are
hereby advised that Mr Richard Willis (“Richard”) has been
appointed as an independent non-executive director of the
Company, with effect from 1 February 2015, in order to fulfil
the obligations of the Company arising in terms of the
Specific Repurchase, with the understanding that Richard will
resign as a director of the Company as soon as the Specific
Repurchase has been implemented.
Richard qualified as a Chartered Accountant in 1994 after
having completed his articles at Deloitte. Since then Richard
has occupied various positions, both locally and
internationally, including his current position as COO and
Investment Principle at Douglas Investments, Head of finance &
administration at Standard Private Bank and Melville Douglas,
and Financial Director of Virgin Money South Africa. Richard
has also previously served as a non-executive director of
Poynting.
In addition, shareholders are advised that Messrs Coenraad
Bester, Zuko Kubukeli and Richard Willis have been appointed
as the independent board of Poynting, with effect from
1 February 2015, in order to fulfil the obligations contained
in the Companies Act and the Regulations, arising in terms of
the Specific Repurchase.
A circular regarding the Specific Repurchase will be
distributed to shareholders on or about 20 February 2015.
3 February 2015
Centurion
Transaction and corporate adviser:
PSG Capital Proprietary Limited
Designated Adviser:
Merchantec Capital
Date: 03/02/2015 04:10:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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