DATACENTRIX HOLDINGS LIMITED - Datacentrix/Pinnacle - Distribution of circular and notice of general meeting

Release Date: 08/12/2016 17:18
Code(s): DCT PNC
 
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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'). 
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