| Thu 30 Dec 2010, 9:00 | | PNG - Pinnacle Point Group Limited - Proposed claw back offer and renewal of |
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PNG - Pinnacle Point Group Limited - Proposed claw back offer and renewal of
cautionary announcement
PINNACLE POINT GROUP LIMITED
(Registration Number: 2000/000059/06)
Share code: PNG ISIN code: ZAE000127122
("Pinnacle Point" or "the Company")
PROPOSED CLAW BACK OFFER AND RENEWAL OF CAUTIONARY ANNOUNCEMENT
Further to the interim results announcement of the Company which was released
on SENS on 21 December 2010, the Company is pleased to announce that an
agreement has now been signed with the Company`s major shareholder, Trilinear
Empowerment Trust ("Trilinear") on 21 December 2010.
Trilinear will subscribe for 1 300 000 000 new shares ("Claw Back Shares") at
an issue price of 1 (one) cent per share which shares will then be offered to
Pinnacle shareholders by way of a Claw Back Offer at an offer price of 1 (one)
cent per share each in the ratio of 18.54197 (eighteen point five four one
nine seven) new Pinnacle ordinary share for every 100 Pinnacle ordinary shares
held.
Trilinear will subscribe for the Claw Back Shares for a placement
consideration of R13 million. The share certificate will be held in trust by
the Company`s attorneys until the JSE Limited authorise the release of the
share certificate for the purpose of the claw back offer.
Trilinear`s shareholding in Pinnacle will increase from 48.4% to approximately
56.5%.
The remaining conditions precedent for the above-mentioned agreement are as
follows:
- SRP exemption of Trilinear from having to make a mandatory offer; and
Shareholder approval to waive the mandatory offer by Trilinear.
- The proceeds of the subscription for Claw Back Shares will be used for
working capital and development expenditure.
An underwriting fee of R650 000, being 5% of R13 million, will be payable by
the Company to Trilinear.
The acquisition of 1 300 000 000 shares from the shareholders of Pinnacle in
terms of the transaction by Trilinear, which equates to approximately 18.54%
of the issued share capital of Pinnacle is an "Affected Transaction" in terms
of the Code. Such a transaction, unless the SRP rules otherwise, would
normally require a mandatory offer to be made to acquire all the shares held
by the shareholders of Pinnacle in terms of Rule 8.1 of the Code by Trilinear
at the same price as the scheme consideration.
The SRP has advised that it is willing to consider the application to grant a
dispensation ("dispensation") to Pinnacle in terms of Rule 8.7 of the Code,
from the obligation to make a mandatory offer if the majority of independent
shareholders of Pinnacle excluding Trilinear and all parties who act in
concert with Trilinear waive their entitlement to receive the mandatory offer
from Trilinear, subject to the SRP considering any representations (if any)
made by shareholders, as will be contemplated in a separate whitewash circular
which will be circulated to shareholders in due course.
A Claw Back offer circular to shareholders is also in the process of being
drafted and will be submitted to the JSE for approval in due course.
A formal terms announcement providing pro forma financial effects and salient
dates of the Claw Back Offer will be made in due course.
RENEWAL OF CAUTIONARY
Further to the cautionary announcement dated 28 September 2010, 09 November
2010 and 21 December 2010 respectively, shareholders are advised that
negotiations are ongoing and that they should continue to exercise caution
when dealing in their securities until a further announcement is made.
By order of the Board
GH Johannes
Chairman
30 December 2010
Johannesburg
Registered Office
Arcay House Number 3 Anerley Road Parktown Johannesburg 2193
PO Box 62397, Marshalltown, 2107
Directors
GH Johannes Chairman#*, IC Stratford*, Dr AO Austen-Peters (Nigerian)*, S
Kruger (Acting Chief Executive Officer and Group Financial Director), Dr K
Massaad (Swiss)#*, F Ogunsiakan (Nigerian)#*, SS Gamede#*.
# Independent
* Non-executive
Designated Advisor Transfer Office
Arcay Moela Sponsors Computershare Investor Services (Proprietary)
(Proprietary) Limited Limited
Date: 30/12/2010 09:00:02 Produced by the JSE SENS Department.
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JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
