Ratio applicable to the scrip distribution
Datatec Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1994/005004/06)
ISIN: ZAE000017745
Share Code: DTC
(‘Datatec’ or ‘the Company’)
RATIO APPLICABLE TO THE SCRIP DISTRIBUTION
Datatec shareholders (‘Shareholders’) are referred to the announcement regarding the
Company’s interim financial results for the 6-month period ended 31 August 2021 and declaration
of a special cash dividend with a scrip distribution alternative released on SENS on Thursday,
28 October 2021, in terms of which the board of directors of the Company notified Shareholders
that it had resolved to return an amount of approximately US$70 million to Shareholders by
declaring a special cash dividend of 512 ZAR cents (‘Special Cash Dividend’) per Datatec
ordinary share (‘Datatec Share’) held on the record date, being Friday, 26 November 2021
(‘Record Date’). Shareholders were advised that they would be entitled to elect to receive a scrip
distribution of new, fully paid Datatec Shares in proportion to their ordinary shareholding in
Datatec on the Record Date instead of the Special Cash Dividend (‘Scrip Distribution’ or ‘Scrip
Distribution Alternative’).
Shareholders will be entitled to receive the Special Cash Dividend of 512 ZAR cents per ordinary
Datatec Share in respect of their shareholding as at the close of trading on the JSE on the
Record Date, being Friday, 26 November 2021, 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 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 Special Cash Dividend.
A circular setting out the terms of the Special Cash Dividend and the Scrip Distribution
Alternative, including a Form of Election to elect to receive the Scrip Distribution Alternative, was
distributed to shareholders on Wednesday, 3 November 2021 (‘Circular’).
The number of Scrip Distribution shares to which each Shareholder 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 512 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 Monday, 15 November 2021, provided that, where the application of this ratio gives rise to a
fraction of an ordinary share, rounding principles will be applied. The 30-day VWAP at close of
business on Monday, 15 November 2021 was 3967.66756 ZAR cents per share. The ratio of
Scrip Distribution shares to which each Shareholder will become entitled pursuant to the Scrip
Distribution Alternative (to the extent that such Shareholders elect to receive the Scrip Distribution
shares) is therefore 12.90431 Scrip Distribution shares for every 100 Datatec Shares held on the
Record Date.
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 (‘Rounding Provision’). The applicable
cash payment will be determined with reference to the VWAP of an ordinary Datatec share traded
on the JSE on Wednesday, 24 November 2021, (being the day on which Datatec Shares begin
trading ‘ex’ the entitlement to receive the Special Cash Dividend or the Scrip Distribution
Alternative), discounted by 10%. Details of the ratio will be announced on SENS on Thursday,
25 November 2021. Shareholders are referred to paragraph 3.4.2 of the Circular in which it is
stated that the Scrip Distribution Alternative and cash paid for a fraction of a share will not be
subject to Dividend Withholding Tax in terms of the Income Tax Act 58 of 1962.
Example of Scrip Distribution entitlement:
This example assumes that a Shareholder holds 100 Datatec Shares at the close of business on
the Record Date and elects to receive the Scrip Distribution shares in respect of all their
shareholding.
New ordinary share entitlement =
100 x 512 ZAR cents / 3967.66756 ZAR cents
= 12.90431 Scrip Distribution Shares (then apply the Rounding Provision described above)
= 12 Scrip Distribution shares in respect of the 100 Datatec Shares held plus the applicable cash
payment to be determined as described above.
Johannesburg
16 November 2021
Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)
Legal Advisors
Bowmans
Date: 16-11-2021 10:30:00
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