| Tue 9 Feb 2010, 17:16 | | PNG - Pinnacle Point - Update on announcement to shareholders finalisation of |
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PNG
PNG - Pinnacle Point - Update on announcement to shareholders finalisation of
the rights offer and withdrawal 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")
UPDATE ON ANNOUNCEMENT TO SHAREHOLDERS REGARDING THE UNDERWRITING AGREEMENT
BETWEEN PINNACLE POINT AND ABSA BANK LIMITED, FINALISATION OF THE RIGHTS OFFER
AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are referred to the various recent cautionary announcements to
Shareholders and in particular the announcement released on SENS on 2 February
2010 in which Shareholders were advised that Absa Bank Limited ("Absa") had
extended the period for securing the outstanding approvals relating to the
development of the Lagos Keys project to Friday, 05 February 2010 to remedy the
alleged breaches of the underwriting agreement concluded between Absa and the
Company on 26 October 2009 (the "Underwriting Agreement").
Pinnacle Point confirms that it has been granted access to develop the site of
the Lagos Keys project and that it has now received the Certificate of Occupancy
for the site.
Notwithstanding the above, shareholders are advised that on Monday, 8 February
2010, the Trilinear Empowerment Trust ("Trilinear") and Absa concluded a Sale of
Shares Agreement (the "Sale Agreement") in terms of which Absa will sell its
entire shareholding of 2 726 340 367 shares in the Company (including the shares
it will subscribe for in terms of the Underwriting Agreement), which will equate
to approximately 39% of the issued shares in the Company (the "Sale Shares"), to
Trilinear for a purchase price of R150 million, R95 million of which is to be
paid up front (the "R95 Million Tranche") and the balance in two later tranches.
Upon payment of the R95 Million Tranche to Absa, Absa will fulfill its
obligations in terms of the Underwriting Agreement (notwithstanding the breaches
it alleges). In terms of the Underwriting Agreement, Absa will subscribe for
approximately R95 million worth of shares for cash and convert approximately
R125 million debt into shares. Following the issue of these Pinnacle Point
shares, Trilinear will take transfer of Absa`s entire equity interest in
Pinnacle Point.
This acquisition will result in Trilinear`s shareholding in the Company
increasing to approximately 48,4%. The Sale Agreement places an absolute
prohibition on Trilinear voting the Sale Shares (or exercising any other rights
attaching to the Sale Shares which would give Trilinear any form of control over
the Company) until such time as any necessary approvals have been obtained from
the Competition Authorities. Furthermore, the Securities Regulation Panel (the
"Panel") has granted a temporary 30 day exemption (the "30 Day Exemption") to
Trilinear from making a mandatory offer (the "Mandatory Offer") in terms of Rule
8 of the Securities Regulation Code on Takeovers and Mergers (the "Code") to all
Shareholders. The 30 Day Exemption has been provided in order to enable
Trilinear to endeavour to secure a "whitewash resolution" (the "Whitewash
Resolution") from independent Shareholders in terms of Rule 8.7 of the Code in
support of the waiver of the Mandatory Offer. If the Whitewash Resolution is
secured, Trilinear then intends to apply to the Panel for an absolute exemption
from making the Mandatory Offer, failing which Trilinear will be required to
make the Mandatory Offer.
The Panel has also ruled that, if the Mandatory Offer is required to be made it
must be made at the highest price paid by Trilinear in the three month period
referred to in the Code being 5.5 cents, and not during any longer period.
Absa has undertaken, in terms of the Sale Agreement and conditional upon
receiving the R95 Million Tranche, to implement the Underwriting Agreement by no
later than Monday, 15 February 2010.
A circular to Shareholders, calling a meeting to consider the Whitewash
Resolution, will be sent to Shareholders as soon as possible in order to ensure
that the meeting is held within the 30 Day Exemption period. Trilinear
currently holds irrevocable undertakings and commitments, to vote in favour of
the Whitewash Resolution to dispense with, or not to accept the Mandatory Offer
(if made), from approximately 95% of independent Shareholders (being
Shareholders other than Trilinear).
The Pinnacle Point Board takes this opportunity to declare its full support for
the initiative taken by Trilinear to increase its shareholding in the Company.
The faith Trilinear has shown in management and the prospects of the Company
augurs well for the future.
With the Rights Offer process now expected to be completed by no later than
Monday, 15 February 2010 and with the Certificate of Occupancy and the
conditional environmental approvals having been received for the Lagos Keys
development, Pinnacle Point will now be able to focus on its core business and
the delivery of value to all its stakeholders.
Shareholders are referred to the various cautionary announcements and are hereby
advised that as the relevant negotiations have been concluded, resulting in the
signing of the Sale Agreement, the cautionary announcement is now withdrawn.
Cape Town
09 February 2010
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: 09/02/2010 17:16:01 Produced by the JSE SENS Department.
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