PINNACLE HOLDINGS LIMITED - Datacentrix/Pinnacle Joint caution ann/expression of interest to effect buy-out & subsequent delisting ofDatacentrix

Release Date: 12/10/2016 09:02
Code(s): PNC DCT
 
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Datacentrix/Pinnacle Joint caution ann/expression of interest to effect buy-out & subsequent delisting ofDatacentrix

 Datacentrix Holdings Limited                          Pinnacle Holdings Limited
 Incorporated in the Republic of South Africa          Incorporated in the Republic of South Africa
 (Registration number: 1998/006413/06)                 Registration number 1986/000334/06
 Share code: DCT       ISIN: ZAE000016051              Share Code: PNC       ISIN: ZAE000184149
 (“Datacentrix”)                                       (“Pinnacle”)


JOINT CAUTIONARY ANNOUNCEMENT - EXPRESSION OF INTEREST TO EFFECT BUY-OUT AND
SUBSEQUENT DELISTING OF DATACENTRIX

Shareholders of Datacentrix and Pinnacle are advised that Pinnacle, which holds 57.1% of the issued share
capital of Datacentrix, has submitted a non-binding expression of interest (“EOI”) to Datacentrix to acquire
all of the issued share capital of Datacentrix, excluding treasury shares and shares that are already owned
by Pinnacle (“Offer Shares”) (“Proposed Transaction”), and the subsequent delisting of Datacentrix from
the JSE Limited (“JSE”). A comparable offer will also be made to the Datacentrix option holders in terms of
the Datacentrix option scheme, if applicable, subject to the successful completion of the Proposed
Transaction. It is contemplated that the Proposed Transaction would be implemented by way of a scheme
of arrangement in terms of section 114 of the Companies Act, 2008 (Act 71 of 2008), as amended (“the
Companies Act”) (“Proposed Scheme”), and failing approval of the Proposed Scheme, by way of a
general offer in terms of section 117 of the Companies Act (“General Offer”) in terms of which Pinnacle will
offer to acquire from shareholders of Datacentrix who wish to accept the General Offer, all of their
Datacentrix shares on the same terms and conditions as would have been applicable to the Proposed
Scheme.

In terms of the EOI, the consideration payable by Pinnacle to Datacentrix shareholders will be R6.65 per
Datacentrix share, to be settled in cash (“Scheme Consideration”), amounting to approximately
R541 million. This is subject to a fair and reasonable being performed by an Independent Expert appointed
by the independent board of directors of Datacentrix.

Pinnacle has received irrevocable undertakings from the following Datacentrix shareholders (representing
in aggregate 72.05% of the Offer Shares) to support the Proposed Transaction and to vote in favour of the
Proposed Scheme, should it proceed, and the subsequent delisting of Datacentrix from the JSE or to accept
the General Offer, if the Scheme is not approved:

                                                                Offer       Percentage of Offer Shares
                                                               Shares     beneficially held or controlled
 Datacentrix Shareholder                                         held             (directly or indirectly)

 36One Asset Management Proprietary Limited                25 056 658                             30.81%

 Sentio Capital Management Proprietary Limited             33 535 264                             41.24%
 Total                                                     58 591 922                             72.05%
Shareholders of Datacentrix and Pinnacle are advised that the EOI does not constitute a firm intention by
Pinnacle to make an offer and it is possible that no offer may result from this process.

Accordingly, pending further announcements, Datacentrix and Pinnacle shareholders are advised to
exercise caution when dealing in their Datacentrix and Pinnacle shares, respectively.

Midrand
12 October 2016

Sponsor to Pinnacle
Deloitte & Touche Sponsor Services Proprietary Limited

Legal Adviser to Pinnacle
TWB

Sponsor to Datacentrix
Merchantec Capital

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