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Finalisation announcement - ratio applicable to the scrip distribution and receipt of exchange control approval

Published: 2022-11-22 11:15:33 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")


FINALISATION ANNOUNCEMENT - RATIO APPLICABLE TO THE SCRIP DISTRIBUTION
AND RECEIPT OF EXCHANGE CONTROL APPROVAL


Datatec shareholders (“Shareholders”) are referred to the announcement regarding the
declaration of a special cash dividend with a scrip distribution alternative released on the Stock
Exchange News Service (“SENS”) of the JSE Limited (“JSE”) on Tuesday, 11 October 2022, in
terms of which the board of directors of the Company notified Shareholders that it had resolved to
return an amount of approximately £135.1 million to Shareholders by declaring a special cash
dividend of 1250 ZAR cents (“Special Cash Dividend”) per Datatec ordinary share (“Datatec
Share”) held on the record date, being Friday, 2 December 2022 (“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 1250 ZAR cents per Datatec
Share in respect of their shareholding as at the close of trading on the JSE on the Record Date,
being Friday, 2 December 2022, 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 Thursday, 20 October 2022 (“Circular”).

The number 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) 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 1250
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 ended on Monday, 21 November 2022, provided
that, where the application of this ratio gives rise to a fraction of a Datatec Share, rounding
principles will be applied. The 30-day VWAP at close of business on Monday, 21 November 2022
was 4320.30525 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 28.93314 Scrip
Distribution shares for every 100 Datatec Shares held on the Record Date.

Shareholders are reminded that the Scrip Distribution ratio has been calculated on a cum dividend
basis which will result in the value of the Datatec Shares being distributed as scrip potentially being
lower than the Special Cash Dividend.

Where a Shareholder's entitlement to new Datatec Shares, calculated in accordance with the above
formula, gives rise to a fraction of a new Datatec Share, such fraction of a new Datatec Share will
be rounded down to the nearest whole number, resulting in allocations of whole Datatec Shares
and a cash payment for the fraction (“Rounding Provision”). The applicable cash payment will be
determined with reference to the VWAP of a Datatec Share traded on the JSE on Wednesday, 30
November 2022, (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, 1 December 2022. Shareholders are referred
to paragraph 3.4.4 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 1250 ZAR cents / 4320.30525 ZAR cents

= 28.93314 Scrip Distribution Shares (then apply the Rounding Provision described above)

= 28 Scrip Distribution shares in respect of the 100 Datatec Shares held plus the applicable cash
payment to be determined as described above.

Further to the above, Shareholders are advised that the Financial Surveillance Department of the
South African Reserve Bank has approved the Special Cash Dividend and Scrip Distribution.

Johannesburg
22 November 2022

Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)

Legal Advisors
Bowmans