| Wed 30 Dec 2009, 17:00 | | PNG - Pinnacle Point Group Limited - Announcement To Shareholders Regarding The |
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PNG - Pinnacle Point Group Limited - Announcement To Shareholders Regarding The
Underwriting Agreement Between Pinnacle Point And ABSA Bank Limited ("Absa") And
Renewal Of 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")
ANNOUNCEMENT TO SHAREHOLDERS REGARDING THE UNDERWRITING AGREEMENT BETWEEN
PINNACLE POINT AND ABSA BANK LIMITED ("Absa") AND RENEWAL OF CAUTIONARY
ANNOUNCEMENT
Shareholders are advised that the Goldbanc Management Associates Limited
underwriting agreement for the conversion of R38,9 million Pinnacle Point debt
into equity and the Share for cash issue amounting to R100 million has been
successfully implemented and the shares listed on the JSE.
Shareholders are also referred to the announcement released by the Company on
SENS on 8 December 2009.in which shareholders were advised, inter alia, that
Pinnacle Point had become aware that not all of the legal requirements relating
to the transfer of ownership of the Lagos Keys development in Nigeria had been
completed and accordingly informed Absa of the situation.
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.
Shareholders are advised that subsequent to the receipt of aforementioned
written notice from Absa, all the legal requirements relating to the transfer of
ownership of the Lagos Keys development have been completed which has been
acknowledged by Absa.
Pinnacle Point, through Pinnacle Point West Africa Limited ("PPWA"), has secured
the rights to develop the Lagos Keys project by way of agreement. This
agreement, together with lease agreements signed with three local community
groups, has secured the Lagos Keys land ownership rights.
On 14 December 2009 Pinnacle Point delivered a notice of allocation to Absa in
accordance with the underwriting agreement, setting out the number of Pinnacle
Point rights offer shares to be issued to Absa against the discharge of its
obligations in terms of the underwriting agreement.
However, on 15 December 2009, Pinnacle Point received a further written notice
from Absa alleging that the Company was still in breach of the underwriting
agreement in that a subsidiary of PPWA, Pinnacle Point Lagos Keys Limited does
not have:
1. the Certificate of Occupancy ("CoO") for the Lagos Keys project; and
2. all environmental impact assessment approvals (EIAs) by the Lagos State
Government and the Nigerian Federal Government prepared in respect of the
Lagos Keys Project.
In this written notice, Absa has given Pinnacle Point until 17h00 on 31 January
2010 to remedy these alleged breaches, failing which Absa has reserved its
rights under the underwriting agreement.
On 17 December 2009, in a written response to Absa, Pinnacle Point confirmed
that the CoO and the EIAs had not yet been received, however, Pinnacle Point
denied that this constituted a breach in terms of the underwriting agreement as
alleged by Absa in its written notice of 15 December 2009.
On 28 December 2009 Pinnacle Point sent a written notice to Absa requiring Absa
to perform in accordance with the underwriting agreement failing which Absa will
be in breach.
Notwithstanding the view of the Pinnacle Point Board that there is no breach,
and the written notice of 28 December 2009 from Pinnacle Point to Absa, Pinnacle
Point is in the process of obtaining these documents and, will use its best
endeavours to do so by 31 January 2009.
Accordingly, shareholders are advised to continue exercising caution when
dealing in their Pinnacle Point securities until a further announcement is made.
Cape Town
30 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: 30/12/2009 17:00:01 Produced by the JSE SENS Department.
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