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Distribution of circular to shareholders

Published: 2023-06-01 13:30:37 ET
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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



Datatec ordinary shareholders (“Shareholders”) are referred to the announcement regarding the
Company’s audited financial results for the year ended 28 February 2023 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 Tuesday, 23 May 2023, in terms of which the board of
directors of the Company notified Shareholders that it had resolved to declare a cash dividend of
195 ZAR cents (“Cash Dividend”) per Datatec ordinary share (“Datatec Share”) held on the
Record Date, being Friday, 14 July 2023 (“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 (“Scrip Distribution” or
“Scrip Distribution Alternative”).

Shareholders will be entitled to receive the Cash Dividend of 195 ZAR cents per Datatec 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 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 195 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, 3 July 2023,
less the amount of the Cash Dividend provided that, 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 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 Share traded on the JSE on Wednesday, 12 July 2023, (being the day on which Datatec
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 Shares is 224 916 537. As at Friday, 26 May 2023,
the Company had 3 000 000 Datatec 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, Thursday, 1 June 2023, 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                                                                                            2023

 Circular and Form of Election (grey) distributed to Shareholders on                 Thursday, 1 June

                                                                                        Friday, 2 June
 Distribution of Circular announcement published in the South African press on

                                                                                      Tuesday, 4 July
 Finalisation announcement released on SENS in respect of the ratio
 applicable to the Scrip Distribution Alternative, based on the 30-day VWAP
 “ex” the Cash Dividend ending on Monday, 3 July 2023, by 11h00 on
                                                                                    Wednesday, 5 July
 Announcement published in the South African press of the ratio applicable to
 the Scrip Distribution Alternative, based on the 30-day VWAP “ex” the Cash
 Dividend ending on Monday, 3 July 2023 on
                                                                                     Tuesday, 11 July
 Last day to trade in order to be eligible for the Cash Dividend and the Scrip
 Distribution Alternative
                                                                                   Wednesday, 12 July
 Datatec Shares trade “ex” the Cash Dividend and the Scrip Distribution
 Alternative on
                                                                                   Wednesday, 12 July
 Listing and trading of maximum possible number of Datatec Shares on the JSE
 in terms of the Scrip Distribution Alternative from the commencement of trading
 on
                                                                                           Thursday, 13 July
 Announcement released on SENS in respect of the cash payment applicable
 to fractional entitlements, based on the VWAP of a Datatec Share traded on
 the JSE on Wednesday, 12 July 2023, discounted by 10%, by 11h00 on
                                                                                               Friday, 14 July
 Last day to elect to receive the Scrip Distribution Alternative instead of the
 Cash Dividend, Forms of Election (grey) to reach the Transfer Secretaries by
 12h00 on
                                                                                               Friday, 14 July
 Record Date in respect of the Cash Dividend and the Scrip Distribution
 Alternative
                                                                                              Monday, 17 July
 Cash Dividend payments made, and CSDP/broker accounts credited/updated
 on
                                                                                              Monday, 17 July
 Announcement relating to the results of the Cash Dividend and the Scrip
 Distribution Alternative released on SENS on
                                                                                             Tuesday, 18 July
 Announcement relating to the results of the Cash Dividend and the Scrip
 Distribution Alternative published in the South African press on
                                                                                             Tuesday, 18 July
 JSE listing of Datatec Shares in respect of the Scrip Distribution Alternative
 adjusted to reflect the actual number of Datatec 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, 12 July 2023 and Friday,
14 July 2023, both days inclusive. If Datatec maintains a certificated register, then the register will be closed
from Wednesday, 12 July 2023 to Friday, 14 July 2023, both days inclusive.

Johannesburg
1 June 2023

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