DATATEC LIMITED - General repurchase of shares announcement
15 January 2019 8:00
DTC 201901150007A
General repurchase of shares announcement

Datatec Limited
Incorporated in the Republic of South Africa
(Registration Number: 1994/005004/06)
JSE share code: DTC
ISIN: ZAE000017745
("Datatec" or the "Company")


      The board of directors of the Company ("Board") hereby advises shareholders that the
      Company, in accordance with the general authority granted by shareholders at the
      Company's annual general meeting held on Thursday, 20 September 2018 ("General
      Authority"), has cumulatively repurchased from shareholders 11 888 988 ordinary shares
      ("Shares") in aggregate, representing 4.996% of the Company's issued share capital
      (excluding treasury Shares).

      On 10 December 2018, shareholders were advised that Datatec had cumulatively
      repurchased 7 144 307 ordinary Datatec shares in aggregate under the General Authority,
      representing 3.002% of the Company's issued share capital and these shares were
      subsequently cancelled and delisted.

      A further 4 744 681 ordinary Datatec shares, representing 1.994% of the Company's issued
      share capital, were repurchased during the period commencing 10 December 2018 up to
      and including 14 January 2019 ("Repurchase"). This additional Repurchase brings the total
      repurchased shares under the General Authority to 4.996% of the Company's issued share
      capital. The Company has opted not to exceed the 5% threshold in terms of the provisions
      of the Companies Act (section 48(8)).

      The remaining 15.004% of the 20% granted in terms of the General Authority was therefore
      not utilised.

      Details of the Repurchase are as follows:

      Dates of Repurchase:                                        10 December 2018
                                                                  to 14 January 2019
      Highest repurchase price per Share:                         R 29.00
      Lowest repurchase price per Share:                          R 25.89
      Number of Shares repurchased:                               4 744 681
      Total value of Shares repurchased:                          R 132 302 341

      Total Shares in issue before the Repurchase:                230 844 681
      Total Shares in issue after cancellation of
      repurchased shares:                                         226 100 000
      Number of treasury shares (unchanged):                      14 315

      Application has been made to the JSE to cancel and delist the shares which have been
      repurchased, with effect from Thursday 17 January 2019.

      The Board has considered the effect of the Repurchase and is of the opinion that, for a period
      of 12 months following the date of the Repurchase:
      -   the Company and its subsidiaries (the "group") will be able in the ordinary course of
          business to pay its debts;
      -   the assets of the Company and the group will be in excess of the liabilities of the
          Company and the group. For this purpose, the assets and liabilities were recognised
          and measured in accordance with the accounting policies used in the latest audited
          annual group financial statements;
      -   the share capital and reserves of the Company and the group will be adequate for
          ordinary business purposes;
      -   the working capital of the Company and the group will be adequate for ordinary
          business purposes; and
      -   the Company and the group have passed the solvency and liquidity test and since the
          test was performed, there have been no material changes to the financial position of the

     The Repurchase was funded from the Company's available cash resources.

     The Company's cash balances decreased by R132.8 million as a result of the Repurchase
     and, on cancellation of the Repurchase Shares, share capital and share premium will reduce
     by the same amount.

     Interest receivable at rates of approximately 7% per annum (pre-tax) will be foregone on the
     cash resources used to acquire the Repurchase Shares.

     The reduced number of Shares in issue after cancellation of the Repurchase Shares will
     result in a lower weighted average number of shares used to calculate earnings per share in
     future reporting periods.

     The Repurchase was effected through the order book operated by the JSE and done without
     any prior understanding or arrangement between the Company and the counter parties.

     Accordingly, the Company has complied with paragraph 5.72 of the Listings Requirements
     of the JSE.

15 January 2019

RAND MERCHANT BANK (A division of FirstRand Bank Limited)

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