Wrap Text
Exchange rate for cash payment arising from the Demerger
ALLIED ELECTRONICS CORPORATION LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1947/024583/06)
Share code: AEL
ISIN: ZAE000191342
("Altron" or "the Company")
NOT FOR DISTRIBUTION, PUBLICATION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR
IN PART, IN, INTO OR WITHIN THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE
DISTRIBUTION, PUBLICATION OR RELEASE OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL.
EXCHANGE RATE FOR CASH PAYMENT ARISING FROM THE DEMERGER
Altron Shareholders are referred to the cash payment announcements released on SENS on 2 December
2020 and 15 December 2020 in relation to the GBP proceeds due to Altron Ordinary Shareholders as a
result of the Demerger.
Further to those announcements Altron wishes to advise that the GBP proceeds due to Altron Ordinary
Shareholders have been converted into ZAR at an exchange rate of GBP1 = ZAR19.87895. The GBP/ZAR
exchange rate is the average of the exchange rates achieved during the 2-day GBP to ZAR conversion
process from 17 December 2020 to 18 December 2020. The total cash amount due to Altron Ordinary
Shareholders is GBP280,489,767.30 which based on the exchange rate above represents
ZAR5,575,842,059.66892. This amount will be allocated to Altron Ordinary Shareholders based on the
elections which they made on the Record Date and any fractional entitlements arising on the Distribution.
A worked example has been provided below.
The settlement date for the cash proceeds due to Altron Ordinary Shareholders as a result of the Demerger
is 23 December 2020.
Example of cash payment:
Altron Shareholders are referred to the cash payment announcement released on 2 December 2020 and
the Rounding Convention explained therein. The example below has been taken from the 2 December
2020 announcement and updated to show the ZAR cash payment now that the GBP/ZAR exchange rate
and Offer Price has been established.
This example assumes that an Altron Ordinary Shareholder held 101 Altron Ordinary Shares on the Record
Date for the Distribution and that no election was made, such that its Convertible Notes were redeemed for
cash and converted into Converted Shares in the Default Ratio.
Step 1: Convertible Note entitlement and arising fractional entitlement
Convertible Notes distribution entitlement based on Entitlement Ratio = (101 x 0.5) = 50.5 Convertible Notes
The Rounding Convention is then applied and the Altron Ordinary Shareholder will receive:
50 whole Convertible Notes in respect of the 101 Ordinary Shares held and a cash payment for the fractional
entitlement of 0.5 Convertible Notes multiplied by the Offer Price of GBP2.70 converted at the GBP/ZAR
exchange rate provided above. This represents a cash payment for the fractional entitlement of 0.5
multiplied by GBP2.70 multiplied by 19.87895 which equals ZAR26.83658.
Step 2: Cash/share election
The number of Converted Shares the Altron Ordinary Shareholder receives due to a 75% share conversion:
75% x 50 Convertible Notes = 37.5.
The Rounding Convention is then applied and the Altron Ordinary Shareholder will receive:
37 Bytes Technology Group plc shares (Bytes Technology Group plc shares were allocated on 17
December 2020) in respect of the 50 Convertible Notes, and a cash payment of 13 Convertible Notes
multiplied by the Offer Price of GBP2.70 converted at the GBP/ZAR exchange rate provided above. This
represents a cash payment for the redemption election in the Default Ratio of 13 multiplied by GBP2.70
multiplied by 19.87895 which equals ZAR697.75115.
Based on the above example an Altron Ordinary Shareholder who held 101 Altron Ordinary Shares at the
Record Date would receive a total cash payment of ZAR724.58773.
The above example has been provided purely for illustrative purposes and the cash payment attributable
to each Altron Ordinary Shareholder will depend on the number of Altron Ordinary Shares held at the
Record Date, whether fractional entitlements arose on the Distribution and the election which was made by
the Altron Ordinary Shareholder.
Capitalised terms not defined in this announcement shall have the meanings given to them in the Circular.
Johannesburg
22 December 2020
Financial Advisor and Transaction Sponsor
Rand Merchant Bank, a division of FirstRand Bank Limited
Legal Advisor
DLA Piper
IMPORTANT NOTICE
This announcement is an advertisement and does not constitute a prospectus in connection with an offering
of securities. These materials may not be published, distributed or transmitted by any means or media,
directly or indirectly, in whole or in part, in, into or within the United States. These materials do not constitute
an offer to sell, or a solicitation of an offer to buy, securities in the United States. Securities may not be
offered or sold in the United States absent (i) registration under the U.S. Securities Act of 1933, as amended
(the "Securities Act"), or (ii) an available exemption from registration under the Securities Act. The securities
mentioned herein have not been, and will not be, registered under the Securities Act and will not be offered
to the public in the United States.
The announcement does not constitute an offer for the sale of or subscription for, or t he solicitation of an
offer to buy and subscribe for, securities to the public as defined in the South African Companies Act, 2008
(the "SA Companies Act") and will not be distributed to any person in South Africa in any manner which
could be construed as an offer to the public in terms of Chapter 4 of the SA Companies Act. These materials
do not, nor are they intended to, constitute a prospectus prepared and registered under the SA Companies
Act. Nothing in these materials should be viewed, or construed, as "advice" as that term is used in the
Financial Markets Act, 2012 and/or the Financial Advisory and Intermediary Services Act, 2001.
This announcement and any offer if subsequently made is and will only be addressed to and is and will only
be directed at persons in South Africa who fall within one of the categories listed in section 96(1)(a) and/or
(b) of the SA Companies Act.
This announcement may include statements that are, or may be deemed to be, "forward-looking
statements". These forward-looking statements may be identified by the use of forward-looking terminology,
including the terms "believes", "estimates", "plans", "projects" , "anticipates", "expects", "intends", "may",
"will" or "should" or, in each case, their negative or other variations or comparable terminology, or by
discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements
may and often do differ materially from actual results. Any forward-looking statements reflect Altron's current
view with respect to future events and are subject to risks relating to future events and other risks,
uncertainties and assumptions relating to Altron and/or Bytes Technology Group plc's business, results of
operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak
only as of the date they are made. No representation or warranty is made that any forward-looking
statement will come to pass.
Date: 22-12-2020 09:39:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Sharenet Sites 
