| Mon 15 Mar 2010, 17:27 | | PNG - Pinnacle Point Group Limited - Waiver of the Requirement for Trilinear |
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PNG
PNG
PNG - Pinnacle Point Group Limited - Waiver of the Requirement for Trilinear
Empowerment Trust to Make a Mandatory Offer and Notice of General Meeting
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")
WAIVER OF THE REQUIREMENT FOR TRILINEAR EMPOWERMENT TRUST TO MAKE A MANDATORY
OFFER AND NOTICE OF GENERAL MEETING
As announced on 9 February 2010 (the "9 February Announcement") and 9 March
2010 (the "9 March Announcement"), the Trilinear Empowerment Trust
("Trilinear") and Absa Bank Limited ("Absa") concluded a Sale of Shares
Agreement (the "Sale Agreement") in terms of which Trilinear acquired Absa`s
entire shareholding in the Company (the "Sale Shares").
Pinnacle Point shareholders ("Shareholders") were advised that the aforesaid
acquisition has been implemented which resulted 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 (as contemplated in the Competition Act No. 89 of 1998) over the
Company) until such time as any necessary approvals have been obtained from
the Competition Authorities. Furthermore, as referred to in the 9 February
Announcement, the Securities Regulation Panel (the "SRP") 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.
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 94,8% of independent
Shareholders (being Shareholders other than Trilinear).
Trilinear`s increase in shareholding would constitute an "affected
transaction" in terms of the Code and, in terms of Rule 8.1 of the Code,
Trilinear would be required to make a mandatory offer to all Shareholders.
However, the Code, in (inter alia) Rule 8.7, allows the SRP to waive this
requirement to make a mandatory offer if (inter alia) such waiver is supported
by a majority of independent Shareholders in general meeting. The SRP has
advised that it will be willing to consider an application to grant this
waiver, subject to Shareholders, who are independent from Trilinear, passing
an ordinary resolution in general meeting approving a waiver of their right to
require Trilinear to make a mandatory offer under Rule 8.1 of the Code.
Prior to granting this waiver, the SRP will consider any objections or
representations (if any) made by parties as contemplated below:
1. Any interested party who wishes to object to the dispensation shall have
10 (ten) calendar days from the date of this announcement to raise such
an objection with the SRP. Objections should be made in writing and
addressed to the "Executive Director, Securities Regulation Panel" at any
one of the following addresses:
Physical Postal Fax
Ground Floor PO Box 91833 +27 11 482 5635
2 Sherborne Road Auckland Park
(off Jan Smuts 2006
Avenue)
Parktown
Johannesburg
2193
2. Objections should reach the SRP by no later than close of business on
Thursday, 25 March 2010 in order to be considered.
3. If any submissions are made to the SRP within the permitted timeframe,
the SRP will consider the merits thereof and, if necessary, provide the
objectors with an opportunity to make representations to the SRP.
Thereafter, subject to the waiver being approved by Shareholders in
general meeting, the SRP will rule on the requirement for a mandatory
offer.
Accordingly, a circular has been sent to Shareholders today in terms of which
Shareholders are being asked to vote in favour of the waiver of the
requirement for Trilinear to make such a mandatory offer.
The General Meeting will be held at 11h00 on Tuesday, 30 March 2010 at the
registered office of the company, namely Arcay House II, Number 3 Anerley
Road, Parktown, Johannesburg for the purpose of considering the Whitewash
Resolution.
Cape Town
15 March 2010
Designated Advisor
Arcay Moela Sponsors (Proprietary) Limited
Legal Advisor
Edward Nathan Sonnenbergs Inc.
Date: 15/03/2010 17:27:01 Produced by the JSE SENS Department.
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