DATACENTRIX HOLDINGS LIMITED - Datacentrix/Pinnacle - fulfilment of the conditions precedent and finalisation announcement

Release Date: 30/01/2017 11:16
Code(s): DCT PNC
 
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Datacentrix/Pinnacle - fulfilment of the conditions precedent and finalisation announcement

                                                    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”)

FULFILMENT OF THE CONDITIONS PRECEDENT AND FINALISATION ANNOUNCEMENT

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 (Pty) Ltd (“DCT Holdings”), has made an offer to Datacentrix to acquire 100% of
the issued ordinary share capital of Datacentrix excluding treasury shares and shares that DCT Holdings
already owns (the “Proposed Transaction”), and the Circular which was issued on Thursday, 8 December
2016, containing details of the Proposed Transaction.

Datacentrix Shareholders are also referred to the SENS announcement published on 11 January 2017,
regarding the results of the general meeting (“General Meeting”) in which the special resolutions and the
ordinary resolutions, were passed by the requisite majority of votes of Datacentrix Shareholders present
in person or represented by proxy at the General Meeting.

Capitalised terms used in this announcement that are not otherwise defined, bear the meanings ascribed
to them in the Circular.

Datacentrix Shareholders are advised that the Takeover Regulation Panel has issued a Compliance
certificate in terms of section 121(b)(i) of the Companies Act, 2008 (Act No. 71 of 2008). All conditions
precedent to the Proposed Transaction have therefore been fulfilled, and the important dates and times
are now final and are as follows:

                                                                                                   2017

      Scheme LDT, being the last day to trade Datacentrix Shares on the            Tuesday, 7 February
      JSE in order to be recorded in the Register to receive the Scheme
      Consideration, on
      Suspension of listing of Datacentrix Shares on the JSE to take place     Wednesday, 8 February
      at the commencement of trade on
      Scheme Consideration Record Date, being the date on which                     Friday, 10 February
      Scheme Participants must be recorded in the Register to receive the
      Scheme Consideration, by close of trade on
      Operative Date of the Scheme on                                             Monday, 13 February
      Scheme Consideration to be paid/posted to Scheme Participants who           Monday, 13 February
      are Certificated Shareholders (provided their form of surrender and
      transfer and Documents of Title are received on or prior to 12:00 on
      the Scheme Consideration Record Date) on
     Scheme Participants who are Dematerialised Shareholders to have         Monday, 13 February
     their accounts (held at their CSDP or broker) credited with the
     Scheme Consideration on
     Termination of listing of Datacentrix Shares on the JSE to take place   Tuesday, 14 February
     at the commencement of trade on

Midrand
30 January 2017

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

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