Wrap Text
Distribution of Circular to Shareholders
Datatec Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1994/005004/06)
ISIN: ZAE000017745
Share Code: DTC
("Datatec" or "the Company")
DISTRIBUTION OF CIRCULAR TO SHAREHOLDERS
Shareholders of Datatec ("Shareholders") are referred to the announcement regarding the Company's
condensed unaudited interim financial results for the six months ended 31 August 2024 and declaration of the
cash dividend with a scrip distribution alternative released on the Stock Exchange News Service ("SENS") of
the JSE Limited ("JSE") on Thursday, 24 October 2024 in terms of which the board of directors of the Company
notified Shareholders that it had resolved to declare a cash dividend of 75 ZAR cents ("Cash Dividend") per
Datatec ordinary share ("Datatec Ordinary Shares") held on the Record Date, being Friday, 6 December
2024 ("Record Date"). Shareholders were advised that they would be entitled to elect to receive a scrip
distribution of new, fully paid Datatec Ordinary Shares in proportion to their ordinary shareholding in Datatec
on the Record Date ("Scrip Distribution" or "Scrip Distribution Alternative").
Shareholders will be entitled to receive the Cash Dividend of 75 ZAR cents per Datatec Ordinary Share in
respect of their shareholding as at the close of trading on the JSE on the Record Date, in proportion to their
ordinary shareholding in Datatec and to the extent that such Shareholders have not elected to receive the
Scrip Distribution Alternative in respect of all or a part of their shareholding.
Shareholders will, however, be entitled to elect to receive a Scrip Distribution of new, fully paid Datatec
Ordinary Shares in respect of their shareholding in Datatec as at the Record Date, in respect of all or part of
their ordinary shareholding, instead of the Cash Dividend.
The number of Scrip Distribution shares to which each of the Shareholders will become entitled pursuant to
the Scrip Distribution (subject to their election thereto) will be determined by reference to such Shareholder's
ordinary shareholding in Datatec (at the close of trade on the JSE on the Record Date) in relation to the ratio
that 75 ZAR cents bears to the volume weighted average price ("VWAP") of a Datatec ordinary share traded
on the JSE during the 30-day trading period ending on Friday, 22 November 2024, less the amount of the
Cash Dividend. Where the application of this ratio gives rise to a fraction of an ordinary share, rounding
principles will be applied.
Where a Shareholder's entitlement to new Datatec Ordinary Shares calculated in accordance with the above
formula gives rise to a fraction of a new ordinary share, such fraction of a new ordinary share will be rounded
down to the nearest whole number, resulting in allocations of whole ordinary shares and a cash payment for
the fraction. The applicable cash payment will be determined with reference to the VWAP of a Datatec
Ordinary Share traded on the JSE on Wednesday, 4 December 2024, (being the day on which Datatec
Ordinary Shares begin trading "ex" the entitlement to receive the Cash Dividend or the Scrip Distribution
Alternative), discounted by 10%. Details of the ratio will be announced on SENS in accordance with the
timetable below.
The Company's total number of issued Datatec Ordinary Shares is 233 219 441. As at Friday, 1 November
2024, the Company had 810 266 Datatec Ordinary Shares held as treasury shares. Datatec's South African
income tax reference number is 9999/493/71/2. The distribution of the circular referred to below, and the
rights to receive the Scrip Distribution shares in jurisdictions other than the Republic of South Africa, may be
restricted by law and any failure to comply with these restrictions may constitute a violation of the securities
laws of such jurisdictions. Accordingly, Shareholders will not be entitled to receive the Scrip Distribution shares,
directly or indirectly, in those jurisdictions and shall be deemed not to have elected the Scrip Distribution
Alternative. Such non-resident Shareholders should inform themselves about and observe any applicable legal
requirements in such jurisdictions. It is the responsibility of non-resident shareholders to satisfy themselves as
to the full observance of the laws and regulatory requirements of the relevant jurisdictions in respect of the
Scrip Distribution Alternative, including the obtaining of any governmental, exchange control or other consents
or the making of any filing which may be required, compliance with other necessary formalities and payment
of any issue, transfer or other taxes or other requisite payments due in such jurisdictions. Shareholders who
have any doubts as to their position, including, without limitation, their tax status, should consult an appropriate
adviser in the relevant jurisdictions without delay.
The Company has today, Wednesday, 6 November 2024, distributed a circular (including a Form of Election
(grey) for certificated Shareholders) to Shareholders, detailing the terms of the Cash Dividend and the Scrip
Distribution Alternative ("Circular").
The Company is pleased to announce that the Financial Surveillance Department of the South African Reserve
Bank has approved the Circular.
The Circular is also available, in English only on, the Company's website
https://www.datatec.com/circulars.php and during normal business hours at the Company's registered office
Third Floor, Sandown Chambers, Sandown Village, 81 Maude Street, Sandown 2196, Johannesburg, South
Africa.
The salient dates pertaining to the Cash Dividend and the Scrip Distribution Alternative, also contained in the
Circular, are set out below:
EVENT 2024
Record date for Shareholders to be registered in the Company's securities Friday, 1 November
register in order to be entitled to receive this Circular
Distribution of Circular announced on SENS on Wednesday, 6 November
Circular and Form of Election (grey) distributed on Wednesday, 6 November
Finalisation announcement released on SENS in respect of the ratio Monday, 25 November
applicable to the Scrip Distribution Alternative, based on the 30-day volume
weighted average price ("VWAP") "ex" the Cash Dividend ending on Friday,
22 November 2024, by 11h00 on
Last day to trade in order to be eligible for the Cash Dividend and the Scrip Tuesday, 3 December
Distribution Alternative
Shares trade "ex" the Cash Dividend and the Scrip Distribution Alternative Wednesday, 4 December
on
Listing and trading of maximum possible number of Shares on the JSE in Wednesday, 4 December
terms of the Scrip Distribution Alternative from the commencement of
trading on
Announcement released on SENS in respect of the cash payment Thursday, 5 December
applicable to fractional entitlements, based on the VWAP of a Share traded
on the JSE on Wednesday, 4 December 2024, discounted by 10%, by
11h00 on
Last day to elect to receive the Scrip Distribution Alternative instead of the Friday, 6 December
Cash Dividend, Forms of Election (grey) to reach the Transfer Secretaries
by 12h00 on
Record Date in respect of the Cash Dividend and the Scrip Distribution Friday, 6 December
Alternative
Cash Dividend payments made, CSDP/broker accounts credited/updated Monday, 9 December
with Scrip Distribution Shares on
Announcement relating to the results of the Cash Dividend and the Scrip Monday, 9 December
Distribution Alternative released on SENS on
JSE listing of Shares in respect of the Scrip Distribution Alternative adjusted Tuesday, 10 December
to reflect the actual number of ordinary Shares issued in terms of the Scrip
Distribution Alternative at the commencement of business on or about
All times provided in the Circular and as disclosed above are South African local times. The above dates and
times are subject to change. Any material change will be announced on SENS.
Share certificates may not be dematerialised or rematerialised between Wednesday, 4 December 2024 and
Friday, 6 December 2024, both days inclusive. If Datatec maintains a certificated register, then the register will
be closed from Wednesday, 4 December 2024 to Friday, 6 December 2024, both days inclusive.
Johannesburg
6 November 2024
Sponsor
Pallidus Exchange Services Proprietary Limited
Legal Advisors
BOWMANS
-3-
Date: 06-11-2024 10:30:00
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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.
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