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PINNACLE/DATACENTRIX -Joint announcement - Posting of Circular
PINNACLE HOLDINGS LIMITED DATACENTRIX HOLDINGS LIMITED
Incorporated in the Republic of South Africa Incorporated in the Republic of South Africa
(Registration number 1986/000334/06) (Registration number 1998/006413/06)
Share code: PNC ISIN: ZAE000184149 Share code: DCT ISIN: ZAE000016051
(“Pinnacle”) (“Datacentrix”)
JOINT ANNOUNCEMENT - POSTING OF CIRCULAR
1. INTRODUCTION
Pinnacle and Datacentrix shareholders are referred to the announcement released on the Stock Exchange News
Service of the JSE Limited (“SENS”) by Pinnacle on Thursday, 15 October 2015 and to the joint announcement
released on SENS by Pinnacle and Datacentrix on Wednesday, 11 November 2015 regarding, inter alia, the
acquisition by Pinnacle of a further 20 000 000 Datacentrix shares (“Acquisition”) which resulted in
Pinnacle’s shareholding in Datacentrix increasing from 34.995% to 45.2% of Datacentrix voting
securities, and the consequential requirement for Pinnacle to extend a mandatory offer (“Offer”) to
all Datacentrix shareholders at the same price at which it acquired the Datacentrix shares.
Datacentrix shareholders (“Shareholders”) are hereby advised that a circular containing, inter alia, details of the
Offer and incorporating a form of Acceptance, Surrender and Transfer for use by certificated Shareholders only
who wish to accept the Offer (“Circular”), is being posted to Shareholders today. The Circular will be available
on Datacentrix and Pinnacle’s websites at www.datacentrix.co.za and www.pinnacleholdings.co.za,
respectively. Shareholders are advised to review the Circular for the terms of the Offer.
2. IMPORTANT DATES AND TIMES
The important dates and times relating to the Offer (“Timetable”) are set out below. Words and expressions in
the Timetable and notes thereto shall have the same meaning as assigned to them in the Circular.
2015
The Acquisition and firm intention to make the Offer is announced on SENS Thursday, 15 October
Record date to determine which Shareholders are eligible to receive the
Circular Friday, 6 November
Circular posted to Shareholders Monday, 16 November
Opening date of the Offer at 09:00 on Tuesday, 17 November
Last Day to trade in Datacentrix shares in order to participate in the Offer Thursday, 31 December
2016
Shares trade “ex” the Offer Monday, 4 January
Closing date of the Offer at 12:00 on Friday, 8 January
Record date to determine which Shareholders may accept the Offer Friday, 8 January
Results of the Offer to be released on SENS on Monday, 11 January
Consideration credited to the Offer Consideration Recipient’s accounts at his Within 6 (six) business
CSDP or Broker, as the case may be, in cases where the Datacentrix days of acceptance of the
shares are surrendered in terms hereof are held by such CSDP or Broker as Offer by a Offer
nominee for the Offer Consideration Recipient Consideration Recipient
(refer to note 4 below)
Latest date that the Offer Consideration can be credited, to the Broker or
CSDP accounts of the Offer Consideration Recipient (who hold their
Datacentrix shares in their own names) at the Offer Consideration
Recipient’s own risk, in settlement of the Offer Consideration (subject to Monday, 11 January (refer
receipt by the Transfer Secretaries of the relevant share certificates) on to note 4 below)
Results of the Offer to be published in the press on Tuesday, 12 January
Notes:
1. The definitions and interpretation commencing on page 6 of the Circular apply, mutatis mutandis, to these
salient dates and times.
2. The abovementioned dates and times are South African dates and times. All references to days are to
Business Days.
3. The above dates and times are subject to amendment by Pinnacle and Datacentrix with the prior approval of
the JSE and TRP. In addition, the above dates and times are based on information available to Pinnacle and
Datacentrix as at the Last Practicable Date. Accordingly, these dates and times may change depending on
circumstances arising after the Last Practicable Date. Any such amendment/s and/or change/s will be
released on SENS and published in the press.
4. The Offer Consideration will be issued to the nominated account of the Offer Consideration Recipient by the
Transfer Secretaries within 6 (six) Business Days of the Offer Acceptance Date. The final payment of the
Offer Consideration will be made by no later than close of business on Monday, 11 January 2016.
5. Share certificates may not be Dematerialised or rematerialised between Monday, 4 January 2016 and Friday,
8 January 2016, both days inclusive.
Johannesburg
16 November 2015
Investment bank, corporate adviser and transaction sponsor to Pinnacle
Investec Bank Limited
Sponsor to Pinnacle
Deloitte & Touche Sponsor Services Proprietary Limited
Legal Adviser to Pinnacle
Tugendhaft Wapnick Banchetti and Partners
Reporting accountant
BDO South Africa Incorporated
Corporate adviser and transaction sponsor to Datacentrix
Merchantec Capital
Independent Expert to Datacentrix
Nodus Capital
Date: 16/11/2015 01:00:00 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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