| Tue 8 Dec 2009, 9:18 | | PNG - Pinnacle Point Group Limited - Results of the rights offer and cautionary |
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PNG
PNG
PNG - Pinnacle Point Group Limited - Results of the rights offer and cautionary
announcement
PINNACLE POINT GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number 2000/000059/06)
JSE Share code: PNG
NSE Share code: PNG
ISIN: ZAE000127122
("Pinnacle Point" or the "Company")
RESULTS OF THE RIGHTS OFFER AND CAUTIONARY ANNOUNCEMENT
Shareholders are referred to the announcement released on the Securities
Exchange News Service of the JSE Limited on Friday, 29 October 2009, relating to
the renounceable rights offer of 2,400,000,000 Pinnacle Point shares ("the
Rights Offer Shares") to Pinnacle Point shareholders or their renouncees at a
subscription price of 15 cents per Rights Offer Share on the basis of 45.74561
Rights Offer Shares for every 100 Pinnacle Point shares held at the close of
trade on the record date of the rights offer ("the Rights Offer").
The Rights Offer closed on Friday, 4 December 2009 and the results thereof are
set out in the table below.
Number of shares Rights Offer Shares in R
Rights Offer Shares 2 400 000 000 R360 000 000.00
available for subscription
Rights Offer Shares 9 817 030 R1 472 554.50
subscribed for
Excess applications 83 061 R12 459 .15
Rights Offer Share 1 731 972 839 R259 795 925.90
underwritten
Total 1 741 872 930 R261 280 939.60
The Rights Offer was partially underwritten by Absa Bank Limited ("Absa") and
Goldbanc Management Associates Limited ("GMA"). 1 731 972 839 Rights Offer
Shares not taken up by Pinnacle Point shareholders, comprising 66.61% of the
Rights Offer Shares, will be allocated to Absa and GMA on the following basis:
% of Pinnacle
% of Rights Offer Point shares post
Number of shares Shares the Rights Offer
Absa 1 466 666 667 61.11% 39.01%
GMA 265 306 173 11.05% 10.40%
However, the issue of the Rights Offer Shares allocated to Absa and payment of
the proceeds relating thereto will not be effected until the issues referred to
in the cautionary announcement below have been resolved.
Shareholders are reminded that, in the event that the shareholding held by Absa
increased above 35% as a result of Absa underwriting the Rights Offer, a waiver
of an offer to minority shareholders was approved by shareholders at a general
meeting held on 2 October 2009, and the Securities Regulation Panel granted the
necessary dispensation in terms of the Securities Regulation Code on Takeovers
and Mergers on 14 October 2009.
Share certificates were posted to holders of certificated shares on Monday, 7
December 2009. The safe custody accounts of holders of dematerialised shares or
their renouncees, who have followed their rights, were updated and accounts
credited by their Central Securities Depository on Monday, 7 December 2009.
Cautionary announcement
Shareholders are advised that shortly prior to the close of the rights offer,
Pinnacle Point became aware that not all of the legal requirements relating to
the transfer of ownership of the Lagos Keys development in Nigeria had been
completed.
In compliance with the underwriting agreement concluded with Absa in relation to
the Rights Offer, Pinnacle Point advised Absa of the delay in completion of the
abovementioned legal requirements. Having been so informed, Absa considered
there to have been breaches of a warranty in terms of the underwriting
agreement. As a result, on Friday, 4 December 2009, Pinnacle Point received a
written notice from Absa requesting that it remedy the breaches within seven
days of receipt of the notice failing which Absa reserved its rights under the
underwriting agreement.
Absa has advised Pinnacle Point that it is currently investigating whether the
breaches notified in the letter of 4 December 2009 have been remedied and in
this regard has requested further information from Pinnacle Point and
confirmation from the relevant authorities in Nigeria. Pinnacle Point is
attending to Absa`s request as a matter of urgency. Absa has advised that its
obligations in terms of the underwriting agreement will not be discharged until
the breaches referred to in its letter has been remedied or condoned.
Accordingly, shareholders are advised to exercise caution when trading in their
Pinnacle Point securities until a further announcement is made.
Cape Town
08 December 2009
Designated Advisor
Arcay Moela Sponsors (Proprietary) Limited
Financial Adviser to Pinnacle Point in South Africa
NM Rothschild & Sons (Proprietary) Limited
Financial Adviser to Pinnacle Point in Nigeria and Co-underwriter
Goldbanc Management Associates Limited
Legal Adviser to Pinnacle Point
Edward Nathan Sonnenbergs Inc
Independent Reporting Accountants
Mazars Moores Rowland
Underwriter
Absa Bank Limited
Financial adviser to Absa Bank Limited
Absa Capital, a division of Absa Bank Limited
Legal Adviser to Absa Bank Limited
Werksmans Incorporating Jan S De Villiers
Date: 08/12/2009 09:18:01 Produced by the JSE SENS Department.
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