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Distribution of integrated report, no change statement, notice of annual general meeting (“agm”), change of name
PINNACLE HOLDINGS LIMITED
(Registration number: 1986/000334/06)
Share code: PNC
ISIN: ZAE0000184149
(“the Company” or “Pinnacle” or “the Group”)
DISTRIBUTION OF INTEGRATED REPORT, NO CHANGE STATEMENT, NOTICE OF
ANNUAL GENERAL MEETING (“AGM”), CHANGE OF NAME, NEW SHARE PLAN AND
SPECIFIC REPURCHASE
NO CHANGE STATEMENT
Shareholders are advised that the annual report, which includes
the director’s report, the audit committee report, the audited
financial statements for the year ended 30 June 2016, and the
notice of AGM, is being distributed to shareholders today, Friday
30 September 2016.
There has been no change from the reviewed condensed consolidated
preliminary financial results for the year ended 30 June 2016,
that were released on SENS on 6 September 2016. Shareholders are
further advised that the Integrated Annual Report, incorporating
the reports as described above, together with the Corporate
Governance and Sustainability Reports, and the notice of the AGM,
is available on the Pinnacle website,
http://www.pinnacleholdings.co.za/index.php/investor-
relations/download-reports/june-2016
NOTICE OF THE ANNUAL GENERAL MEETING (“AGM”)
Notice is hereby given that the AGM of the Company will be held on
Friday, 25 November 2016 at 12:00 (South African time), at the
registered offices of Pinnacle Holdings Limited at “The Summit”,
269 16th Road, Randjespark, Midrand to transact business as stated
in the notice of AGM, which forms part of the 2016 Annual Report.
The salient dates and times for the AGM are set out below.
2016
Record date to receive notice of AGM Friday, 23 September
Notice of AGM to be posted to
shareholders and announced on
SENS on Friday, 30 September
Last day to trade to be recorded in the
register on the record date for
participation in the AGM Tuesday, 15 November
Record date to participate in and
vote at the AGM Friday, 18 November
Last day for lodging forms of proxy at
12:00 on Wednesday, 23 November
AGM at 12:00 on Friday, 25 November
Results of AGM released on SENS on Friday, 25 November
CHANGE OF NAME
The resolutions set out in the notice of AGM,include, inter alia,
the proposed change of name of the Company to Alviva Holdings
Limited and consequential amendments to the Company’s Memorandum
of Incorporation.
The traditional main business of Pinnacle is that of the
manufacture and distribution of information communication
technology (“ICT”) hardware and software. The Group’s current
strategy is to continue its well–established track record of
consistent growth by expanding its product range and footprint
beyond the narrower confines of the ICT distribution sector and
further beyond the borders of South Africa. The Group has made
acquisitions in ICT services and solar technology solutions and
has an established finance business. It has augmented its
strategic direction with a majority investment into Datacentrix
Holdings Limited, a large value–added services and managed
services provider. In order to distinguish the listed entity from
some of its subsidiaries that bear the name “Pinnacle” and given
that the Group is expanding beyond its pure ICT distribution
roots, it believes it is time to change its name to a name that
identifies with its new strategy of being an international holding
company that operates in a number of technology sectors across the
globe.
After reviewing various options for the new name of the Company,
the Board decided on Alviva Holdings Limited. The name “Alviva” is
derived from the word “aviva”, meaning spring and originating from
the word ”viva”, meaning to breathe new life into something.
Implementation of the change of name
The proposed new name has been reserved by the Companies and
Intellectual Property Commission (“CIPC”). The abbreviated name of
the Company for the purposes of the JSE trading system will be
“Alviva”, the JSE alpha code will be “AVV” and the new ISIN will
be ZAE000227484.
For a period of not less than one year, the Company will reflect
the former name “Pinnacle Holdings Limited” in brackets beneath
the new name of “Alviva Holdings Limited” on all documents of
title.
The change of name will result in the certificated shareholders of
the Company having to exchange their existing share certificates
for new share certificates reflecting the new name of the Company.
The procedure in respect of the surrender of share certificates is
set out below.
Surrender of share certificates
1. Procedure for surrendering existing documents of title
1.1 Dematerialised shareholders need not take any action with
regard to the name change as their accounts at the CSDP or
broker will be automatically updated with the name change
by the CSDP or broker.
1.2 Certificated shareholders should be aware that share
certificates are no longer accepted as tradable
instruments on the JSE. It is strongly recommended that
certificated shareholders take this opportunity to
dematerialise their shares as per the requirements of
Strate. To do this, shareholders should approach a CSD
Participant or their banker or broker as soon as possible
to arrange for the dematerialisation of their shares. In
the event that shareholders wish to retain their shares in
certificated form, then the following procedures should be
followed.
1.2.1 Following the approval of the change of name of the
Company at the AGM, it will be necessary to recall
share certificates from certificated shareholders in
order to replace them with new share certificates
reflecting the change of name, which new share
certificates will be sent to certificated
shareholders, by registered post, at the risk of such
shareholders.
1.2.2 To facilitate the timely receipt by certificated
shareholders of replacement share certificates,
certificated shareholders who wish to anticipate the
name change and who do not wish to deal in their
existing shares prior to the name change are required
to surrender their share certificates to the transfer
secretaries by completing the form of surrender (blue)
attached in the Annual Report in accordance with the
instructions and return it to the transfer
secretaries.
1.2.3 Share certificates so received will be held in trust
by the transfer secretaries pending the name change
being approved by shareholders at the AGM. In the
event that the name change is not approved at the AGM,
the transfer secretaries will, within five business
days thereafter, return the share certificates to the
certificated shareholders concerned, by registered
post, at the risk of such shareholders.
1.2.4 Those shareholders who surrender their existing share
certificates by 12:00 on Friday, 10 March 2017 will
have their new share certificates posted to them
within five business days of the later of the record
date and the date of receipt by the transfer
secretaries of their existing share certificates.
1.2.5 No receipt will be issued for the certificates lodged,
except that lodging agents for any certificated
shareholders who require special transaction receipts
are requested to prepare such receipts and submit them
for stamping together with the documents/s lodged.
1.2.6 Should the name change be approved and implemented,
shareholders who have not already surrendered their
certificates will be required to do so under the cover
of the form of surrender attached in the Annual
Report.
1.2.7 If any existing documents of title have been lost or
destroyed and the certificated shareholder provides
evidence to this effect to the satisfaction of the
directors, then Pinnacle may dispense with the
surrender of such documents of title against provision
of acceptable indemnity.
1.2.8 Certificated shareholders whose registered addresses
in the Company’s share register are outside the common
monetary area or where the relevant share certificates
are restrictively endorsed are referred to paragraph 2
below.
1.2.9 In the event that certificated shareholders do not
complete the form of surrender (blue) attached in the
Annual Report and who later wish to obtain a share
certificate in the new name of the Company, such
shareholders will be required to return their share
certificates to the transfer secretaries together with
certified copies of identity documents, if in own
name, or if otherwise, certified copies of company/
trust documents.
1.3 The results of the AGM approving the change of name will
be released on SENS on Friday, 25 November 2016 and
published in the press on Monday, 28 November 2016.
Additional forms of surrender will be available on request
from the office of the transfer secretaries of the
Company.
2. Instructions for non–residents
In the case of certificated shareholders whose registered
addresses in the Company’s share register in South Africa are
outside the common monetary area, or where the relevant
certificates are restrictively endorsed in terms of the South
African Exchange Control Regulations, the following will apply
in the case of shareholders who have not dematerialised their
shares with Strate:
2.1 Non–residents who are emigrants from the common monetary
area.
The replacement share certificate reflecting the change of
name will be restrictively endorsed in terms of the South
African Exchange Control Regulations and will be sent to
the shareholder’s authorised dealer in foreign exchange in
South Africa controlling their blocked assets.
2.2 All other non–residents
The replacement share certificate reflecting the change of
name will be restrictively endorsed “non–resident” in
terms of the South African Exchange Control Regulations.
Shareholders who have dematerialised their shares through
a CSDP or broker must not complete the form of surrender
as the surrender of the relevant documents of title will
be handled by their CSDP or broker in terms of the custody
agreement entered into between the shareholder and the
CSDP or broker on their behalf.
The salient dates and times for the proposed change of name are
set out below.
2016
Results of AGM regarding name change
published in the press on Monday, 28 November
2017
Special resolution in respect of the
change of name expected to be
registered by CIPC by no later than Thursday, 23 February
Finalisation date in respect of the
change of name of the Company Tuesday, 28 February
Last day to trade in Pinnacle shares
in respect of the change of name
of the Company Tuesday, 7 March
Listing of and trading in new shares
on the JSE under JSE code AVV and
ISIN: ZAE000227484 from commencement
of business on or about Wednesday, 8 March
Record Date Friday, 10 March
Date of issue of new replacement
share certificates Monday, 13 March
Dematerialised shareholders will have
their accounts at their CSDP
or broker updated on Monday, 13 March
Notes:
1. All references to times set out in the tables above are to
South African local times unless otherwise stated. The above
dates and times are subject to change. Updates will be released
on SENS and published in the South African press.
2. Shareholders will not be able to dematerialise or rematerialise
securities in the name of Pinnacle from Friday, 10 March 2017.
3. Share certificates and surrender forms received after 12:00 on
the Record Date, being 10 March 2017, will have their
replacement certificates posted within five business days of
receipt of surrender forms.
ADOPTION OF A NEW SHARE PLAN
The notice of AGM includes, inter alia, a special resolution
relating to the adoption of a new share plan.
In line with local and global best practice, Pinnacle intends to
adopt a new share plan, namely the Pinnacle Holdings Limited
Forfeitable Share Plan (“FSP”) to incentivise, motivate and retain
the right calibre of executives and senior management.
The FSP provides participants with the opportunity to be awarded
forfeitable shares in the Company in the form of performance
shares and/or retention shares so as to enable the participants to
share in the success of the Company, and be placed in a
similar position as shareholders. Through the delivery of real
shares under the FSP, participants will become shareholders in the
Company and will have all shareholder rights (including dividends)
from the settlement date, shortly after the award date.
Further details of the FSP are set out in the Notice of AGM.
SPECIFIC REPURCHASE OF ORDINARY SHARES
The notice of AGM includes, inter alia, a special resolution
relating to a specific repurchase of ordinary shares from Pinnacle
Treasury Services Proprietary Limited (“Pinnacle Treasury
Services”).
Shareholders are hereby advised that Pinnacle concluded a Share
Repurchase Agreement with Pinnacle Treasury Services for the
repurchase of ordinary shares held by Pinnacle Treasury Services
as treasury shares, being the specific repurchase.
As at Friday, 30 September 2016, Pinnacle Treasury Services held a
total of 12 069 974 (twelve million sixty-nine thousand nine
hundred and seventy-four) Pinnacle ordinary shares as treasury
shares, constituting 6.58% (six point five eight percent) of the
Company’s issued share capital, being the Specific Repurchase
Shares.
The Board of Directors of the Company resolved to, subject to
Shareholder approval being obtained, repurchase the Specific
Repurchase Shares in two separate divisible tranches, with:
- the Specific Repurchase Tranche 1 being implemented pursuant to
the 2016 Annual General Meeting; and
- the balance of the Specific Repurchase Shares, being the
Specific Repurchase Tranche 2 Shares, being implemented
pursuant to the 2017 Annual General Meeting.
For the avoidance of doubt, with regards to the Specific
Repurchase Tranche 2, the required Shareholder approval will be
sought at the 2017 Annual General Meeting.
The Specific Repurchase Tranche 1 will be implemented at the VWAP
of a Pinnacle Holdings Ordinary Share traded on the JSE over the
30 (thirty) trading days immediately prior to the date of
signature of the Share Repurchase Agreement Specific Repurchase
Tranche 1 (“Specific Repurchase Tranche 1 Repurchase Price”). As
at 20 September 2016, being the date on which the Share Repurchase
Agreement – Specific Repurchase Tranche 1 was signed by Pinnacle
Holdings and Pinnacle Treasury Services, the Specific Repurchase
Tranche 1 Repurchase Price amounted to R16.740868 (sixteen point
seven four zero eight six eight Rand) per Ordinary Share.
Accordingly, the consideration payable by Pinnacle Holdings to
Pinnacle Treasury Services in respect of the Specific Repurchase
Tranche 1 amounts to R93 246 199 (ninety-three million two hundred
and forty-six thousand one hundred and ninety-nine Rand).
As the Specific Repurchase Tranche 1 is intra-Group, no change in
the Group’s financial cash resources will transpire as a result of
the implementation of same and the financial effects of the
Specific Repurchase Tranche 1 are minimal. Reserves will be used
to settle the Specific Repurchase Tranche 1.
Following the Specific Repurchase Tranche 1 being implemented, the
Specific Repurchase Tranche 1 shares so repurchased will be de–
listed from the JSE by the Company and then cancelled.
Financial impact of the Specific Repurchase Tranche 1:
- The impact of the Specific Repurchase Tranche 1 on the issued
share capital of the Company is that the ordinary shares in
issue will be reduced by 5 569 974 (five million five hundred
and sixty-nine thousand nine hundred and seventy-four) ordinary
shares to 177 726 063 (one hundred and seventy-seven million
seven hundred and twenty-six thousand and sixty-three).
- The Company’s share capital account will be reduced by
R55 699.74 (fifty-five thousand six hundred and ninety-nine
Rand and seventy-four cents) (being the 5 569 974 (five million
five hundred and sixty-nine thousand nine hundred and seventy
four) ordinary Shares with a par value of 1 (one) cent per
ordinary share).
- The Company’s reserves will be reduced by the difference
between the purchase price and the par value of the ordinary
shares, being 1 (one) cent per ordinary share.
Rationale for the Specific Repurchase
The Board resolved to repurchase, de-list and cancel the Specific
Repurchase Shares in order to:
- simplify the Group structure;
- eliminate accounting and regulatory complexities arising from
treasury shares in general; and
- save additional costs of administration.
The Company’s Authorised and Issued Share Capital
Set out in the table below is the authorised and issued share
capital of the Company before and after the implementation of the
Specific Repurchase Tranche 1:
Before the Specific Repurchase Tranche 1:
R
Authorised share capital
300 000 000 ordinary shares of 1 cent each 3 000 000
Issued share capital
183 296 037 ordinary Shares of 1 cent each 1 832 960.37
Prior to the implementation of the Specific Repurchase Tranche 1,
the Company holds 12 069 974 (twelve million sixty-nine thousand
nine hundred and seventy-four) Pinnacle Ordinary Shares as
treasury Shares, being the Specific Repurchase Tranche 1 Shares
and the Specific Repurchase Tranche 2 Shares.
After the Specific Repurchase Tranche 1:
R
Authorised share capital
300 000 000 ordinary shares of 1 cent each 3 000 000
Issued share capital
177 726 063 ordinary shares of 1 cent each 1 777 260.63
Following the implementation of the Specific Repurchase Tranche 1,
the Company will hold 6 500 000 (six million five hundred
thousand) Ordinary Shares in treasury, being the Specific
Repurchase Tranche 2 Shares.
The salient dates and times for the proposed specific repurchase
of ordinary shares are set out below.
2016
Record date to determine which
shareholders are entitled to receive
the 2016 Annual Report (incorporating
the Notice of 2016 AGM and the Circular
to shareholders relating to the
Specific Repurchase) on Friday, 23 September
Specific Repurchase Tranche 1
announcement published on SENS on Friday, 30 September
2016 Annual Report (incorporating the
Notice of 2016 AGM and the Circular
to shareholders relating to the
Specific Repurchase) distributed
to shareholders on Friday, 30 September
Specific Repurchase Tranche 1 announcement
published in the South African press on Monday, 3 October
Last day to trade for shareholders to be
recorded in the register on
the record date Tuesday, 15 November
Record date to determine which shareholders
are entitled to participate in and vote
at the 2016 AGM on Friday, 18 November
Last date and time (12:00) by when forms
of proxy must be submitted to the Company Wednesday, 23 November
2016 AGM held at 12:00 on Friday, 25 November
Results of the 2016 AGM published
on SENS on Friday, 25 November
Results of the 2016 AGM published
in the South African press on Monday, 28 November
Specific Repurchase Tranche 1
implemented on Wednesday, 30 November
Specific Repurchase Tranche 1 shares
de-listed from the JSE on Friday, 02 December
Midrand
30 September 2016
Legal Advisors
Tugendhaft Wapnick Banchetti and Partners
Sponsor
Deloitte & Touche Sponsor Services (Pty) Ltd
Transfer Secretaries
Computershare Investor Services (Pty) Ltd, 70 Marshall Street,
Marshalltown, Johannesburg (PO Box 61051, Marshalltown, 2107)
Corporate advisor and transaction sponsor in respect of the
Specific Repurchase: Pallidus Capital
Date: 30/09/2016 03:25:00 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.