Datatec Limited (JSE:DTC) News - 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


Datatec ordinary shareholders ("Shareholders") are referred to the announcement regarding the
Company’s audited financial results for the year ended 28 February 2022 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, 24 May 2022, in terms of which the board of
directors of the Company notified Shareholders that it had resolved to declare a gross final cash
dividend of 111 ZAR cents ("Cash Dividend") per Datatec ordinary share ("Datatec Share") held
on the Record Date, being Friday, 15 August 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 ("Scrip Distribution"
or "Scrip Distribution Alternative").

Shareholders will be entitled to receive the Cash Dividend of 111 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, 15 August 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 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 111 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, 4 July 2022, 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, 13 July 2022, (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 216,957,874. As at 24 May 2022, the
Company had 549,867 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, 2 June 2022, distributed a circular (including a form of
election 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 Office Park, 81 Maude
Street, Sandown 2031, 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                                                                                          2022

 Circular and Form of Election (grey) distributed to Shareholders on                Thursday, 2 June
 Distribution of Circular announcement published in the South African press           Friday, 3 June
 on
 Announcement released on SENS in respect of the ratio applicable to the             Tuesday, 5 July
 Scrip Distribution Alternative, based on the 30-day VWAP ending on
 Monday, 4 July 2022, by 11h00 on
 Announcement published in the South African press of the ratio applicable to      Wednesday, 6 July
 the Scrip Distribution Alternative, based on the 30-day VWAP ending on
 Monday, 4 July 2022 on
 Last day to trade in order to be eligible for the Cash Dividend and the Scrip      Tuesday, 12 July
 Distribution Alternative
 Datatec Shares trade "ex" the Cash Dividend and the Scrip Distribution           Wednesday, 13 July
 Alternative on                                                                   Wednesday, 13 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
 business on                                                                       Thursday, 14 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, 13 July 2022, discounted by 10%, by 11h00 on
 Last day to elect to receive the Scrip Distribution Alternative instead of the      Friday, 15 July
 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, 15 July
 Alternative
 Cash Dividend payments made, and CSDP/broker accounts                               Monday, 18 July
 credited/updated with Scrip Distribution Shares on
 Announcement relating to the results of the Cash Dividend and the Scrip             Monday, 18 July
 Distribution Alternative released on SENS on
 Announcement relating to the results of the Cash Dividend and the Scrip            Tuesday, 19 July
 Distribution Alternative published in the South African press on
 JSE listing of Datatec Shares in respect of the Scrip Distribution Alternative     Tuesday, 19 July
 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, 13 July 2022 and
Friday, 15 July 2022, both days inclusive. If Datatec maintains a certificated register, then the register will be
closed from Wednesday, 13 July 2022 to Friday, 15 July 2022, both days inclusive.

Johannesburg
2 June 2022

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Legal Advisors
BOWMANS

Date: 02-06-2022 01:09:00
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