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Datacentrix/Pinnacle - Distribution of circular and notice of general meeting
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
Share code: DCT ISIN: ZAE000184149
ISIN: ZAE000016051 (“Pinnacle”)
(“Datacentrix”)
DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
1. Introduction
Datacentrix Shareholders are referred to the announcement released on SENS on Thursday, 10
November 2016 and in the press on Friday, 11 November 2016 wherein they were advised that
Pinnacle, through DCT Holdings, has made an offer ("Offer") to Datacentrix to acquire 100% of the
issued ordinary share capital of Datacentrix excluding treasury shares and shares that DCT Holdings
already owns (“Offer Shares”). The Offer will be implemented by way of:
. a scheme of arrangement (“Scheme”) in terms of section 114(1)(c) of the Companies Act 71
of 2008, as amended, (the "Companies Act"), to be proposed by the board of directors of
Datacentrix ("Datacentrix Board") between Datacentrix and the holders of Datacentrix Shares
(“Datacentrix Shareholders”), or
. If the Scheme fails and Pinnacle and DCT Holdings so elects, a Standby General Offer by
Pinnacle, through DCT Holdings, will be made to Datacentrix Shareholders to acquire the
Offer Shares (“the Standby General Offer”), (collectively, the “Proposed Transaction”).
Capitalised terms used in this announcement that are not otherwise defined, bear the meanings
ascribed to them in the Circular. The regulatory approvals required from the South African Reserve
Bank, the JSE Limited and the Takeover Regulation Panel for the distribution of the circular to
Datacentrix Shareholders (“the Circular”) have been obtained.
2. Distribution of the Circular and notice of General Meeting of Datacentrix Shareholders
Datacentrix Shareholders are hereby advised that the Circular, containing details of the Proposed
Transaction, has been distributed to them today, Thursday, 8 December 2016. The
Circular incorporates a notice convening the General Meeting of Datacentrix Shareholders for
purposes of approving the resolutions relating to the Proposed Transaction. The General Meeting of
Datacentrix Shareholders will be held at 10:00 on Wednesday, 11 January 2017 at Datacentrix
registered office at Corporate Park North, 238 Roan Crescent, Old Pretoria Road, Midrand, 1685, for
the purpose of considering, and, if deemed fit, passing, with or without modification, the resolutions set
out in the notice of General Meeting.
The Circular is also available on the Company’s website www.datacentrix.co.za. Datacentrix
Shareholders are advised to review the Circular for the full terms and conditions of the Proposed
Transaction.
3. Important dates and times
2016
Record date to determine which Datacentrix Shareholders are Friday, 2 December
entitled to receive the Circular
Circular distributed to Datacentrix Shareholders and notice convening Thursday, 8 December
the General Meeting released on SENS on
Notice convening the General Meeting published in the South African Friday, 9 December
press on
Last day to trade Datacentrix Shares in order to be recorded in the Friday, 23 December
Register to vote at the General Meeting (see note 2 below) on
Record date to be eligible to vote at the General Meeting, being the Friday, 30 December
Scheme Voting Record Date, by close of trade on
2017
Last day to lodge forms of proxy in respect of the General Meeting Monday, 9 January
with the Transfer Secretaries by 10:00 on (alternatively, the form of
proxy (yellow) may be handed to the Chairperson of the General
Meeting by no later than 10:00 on Wednesday, 11 January 2017)
Last date and time for Datacentrix Shareholders to give notice of their Wednesday, 11 January
objections to the special resolution approving the Scheme by no later
than 10:00 on
General Meeting to be held at 10:00 on Wednesday, 11 January
Results of the General Meeting released on SENS on Wednesday, 11 January
Results of the General Meeting published in the South African press Thursday, 12 January
on
If the Scheme is approved by Datacentrix Shareholders at the
General Meeting with sufficient voting rights such that no Shareholder
may require the Company to obtain Court approval for the Scheme
as contemplated in section 115(3)(a) of the Companies Act:
Last day for Shareholders who voted against the Scheme to require Wednesday, 18 January
Datacentrix to seek court approval for the Scheme in terms of section
115(3)(a) of the Companies Act, if at least 15% of the total votes of
Shareholders at the General Meeting were exercised against the
Scheme
Last date on which Datacentrix Shareholders can make application to Wednesday, 25 January
the Court in terms of section 115(3)(b) of the Companies Act on
Last date for Datacentrix to give notice of adoption of the special Wednesday, 25 January
resolution approving the Scheme to Datacentrix Shareholders
objecting to the special resolution on
If no Shareholders exercise their rights in terms of section 115(3)(b)
of the Companies Act:
Finalisation Date announcement expected to be released on SENS Tuesday, 31 January
on
Finalisation Date announcement expected to be published in the Wednesday, 1 February
South African press on
Expected Scheme LDT, being the last day to trade Datacentrix Tuesday, 7 February
Shares on the JSE in order to be recorded in the Register to receive
the Scheme Consideration, on
Suspension of listing of Datacentrix Shares on the JSE expected to Wednesday, 8 February
take place at the commencement of trade on
Expected Scheme Consideration Record Date, being the date on Friday, 10 February
which Scheme Participants must be recorded in the Register to
receive the Scheme Consideration, by close of trade on
Expected Operative Date of the Scheme on Monday, 13 February
Scheme Consideration expected to be paid/posted to Scheme Monday, 13 February
Participants who are Certificated Shareholders (provided their form of
surrender and transfer (blue) and Documents of Title are received on
or prior to 12:00 on the Scheme Consideration Record Date) on or
about
Scheme Participants who are Dematerialised Shareholders expected Monday, 13 February
to have their accounts (held at their CSDP or broker) credited with
the Scheme Consideration on or about
Termination of listing of Datacentrix Shares on the JSE expected to Tuesday, 14 February
take place at the commencement of trade on or about
Timetable if Scheme is not approved by the Shareholders:
If the Scheme fails, Pinnacle and DCT Holdings will be entitled to elect to make the Standby General
Offer to the Offer Shareholders within 10 (ten) Business Days after the Scheme has failed, by
announcing their election on SENS. The relevant dates in respect of the Standby General Offer will
be confirmed in an announcement post failure of the Scheme. The proposed indicative dates are set
out below:
2017
Results of General Meeting released on SENS on Wednesday, 11 January
Expected date of opening of Standby General Offer (Opening Date) Wednesday, 11 January
on
Expected Finalisation announcement published on SENS on or about Tuesday, 24 January
Expected last day to trade to take up the Standby General Offer on or Tuesday, 7 February
about
Expected date of the suspension of the listing of Datacentrix Shares Wednesday, 8 February
on the JSE on or about
Expected Standby General Offer Record Date on or about Friday, 10 February
Expected Standby General Offer Closing Date at 12h00 on or about Friday, 10 February
Expected Standby General Offer Payment Date on or about Monday, 13 February
Expected termination of the listing of the Datacentrix Shares at Tuesday, 14 February
commencement of trade on the JSE on or about
Notes:
1. All dates and times may be changed by mutual agreement between Datacentrix, Pinnacle and DCT Holdings
(subject to the approval of the JSE and/or the Panel, if required). The dates have been determined based on
certain assumptions regarding the date by which certain regulatory approvals will have been obtained and that
no Court approval or review of the special resolution required to approve the implementation of the Scheme will
be required. Any change in the dates and times will be released on SENS and published in the South African
press.
2. Datacentrix Shareholders should note that, as transactions in Shares are settled in the electronic settlement
system used by Strate, settlement of trades takes place three Business Days after such trades. Therefore,
Datacentrix Shareholders who acquire Datacentrix Shares after close of trade on Friday, 23 December 2016 will
not be eligible to vote at the General Meeting.
3. All times given in this document are local times in South Africa.
4. Datacentrix Shares may not be dematerialised or rematerialised after the Scheme LDT, which is expected to be
Tuesday, 7 February 2017.
5. If the Scheme is approved by an insufficient number of Scheme Members at the General Meeting so that a
Scheme Member may require Datacentrix to obtain Court approval of the Scheme, as contemplated in section
115(3)(a) of the Companies Act, and a Scheme Member in fact delivers such a request, the dates and times set
out above will not be relevant. If this is the case, Datacentrix Shareholders will be notified separately of the
applicable dates and times under this process.
6. If any Scheme Member who votes against the Scheme exercises its rights in accordance with section 115(3)(b)
of the Companies Act and applies to Court for a review of the transaction, the dates and times set out above will
not be relevant. If this is the case, Datacentrix Shareholders will be notified separately of the applicable dates
and times under this process.
7. If the General Meeting is adjourned or postponed, forms of proxy (yellow) submitted for the initial General
Meeting will remain valid in respect of any adjournment or postponement of the General Meeting.
Midrand
8 December 2016
Sponsor to Pinnacle and Transaction Sponsor to Datacentrix
Deloitte & Touche Sponsor Services Proprietary Limited
Legal Adviser to Pinnacle and Datacentrix
TWB
Independent Expert
Mazars Corporate Finance Proprietary Limited
Date: 08/12/2016 05:18:00 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,
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