ALVIVA HOLDINGS LIMITED - Non-Binding Expression Of Interest To Acquire All Of The Issued Ordinary Shares Of Alviva Not Excluded From The Offe

Non-Binding Expression Of Interest To Acquire All Of The Issued Ordinary Shares Of Alviva Not Excluded From The Offe

ALVIVA HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number: 1986/000334/06)
Share code: AVV ISIN: ZAE000227484
("Alviva" or “the Company")


NON-BINDING EXPRESSION OF INTEREST TO ACQUIRE ALL OF THE ISSUED ORDINARY
SHARES OF ALVIVA NOT EXCLUDED FROM THE OFFER AND CAUTIONARY ANNOUNCEMENT


1. Introduction
Shareholders are advised that the Company has received an expression of
interest   (“EOI”)     from   a   consortium    of   investors   consisting     of   Tham
Investments (Pty) Ltd (“Tham”) and DY Investments 3 (Pty) Ltd (“DY”)(“the
Consortium”) in relation to its proposed acquisition of all of the issued
share   capital   of   Alviva     not   owned   by   the   Consortium   ("the   Proposed
Transaction").


The Consortium has also invited key management of Alviva to participate in
the Proposed Transaction as part of the Consortium and following release
of this announcement, will commence with discussions in that regard.


The Proposed Transaction contemplates:
•   a cash offer by the Consortium to acquire all of the ordinary shares of
    Alviva that is not owned by the Consortium or participating management
    for a purchase consideration of R25.00 per Alviva share, which represents
    a premium of c.30% to the 30-day volume weighted average traded price
    of R19.29 and a premium of c.28% to the closing price of R19.50 as at
    24 June 2022, the date which represents the closing price prior to the
    EOI being received by the Company;


•   The Offer is to be made by way of a scheme of arrangement in accordance
    with section 114 of the Companies Act, No 71 of 2008 (the "Scheme"); and


•   the subsequent delisting of Alviva shares from the Johannesburg Stock
    Exchange.
2. The Consortium
Tham and DY are two major shareholders and empowerment partners of Alviva
that currently own c. 18.6% of the issued share capital of the Company.


3. Rationale for the Proposed Transaction
The Proposed Transaction will result in Alviva becoming a majority black
owned, privately held, ICT champion, repositioning the Company to drive the
strategic direction of the business for future growth and expansion and
also allows Alviva shareholders to exit for a cash consideration that is
at a premium to the closing price of R19.50 as at 24 June 2022.


4. Conditions precedent to the submission of a binding offer to Alviva:
The Consortium requires conditions precedent that are usual and standard
for submission of a firm intention of this nature being fulfilled to the
Consortium’s sole satisfaction, including the conclusion of all transaction
and funding agreements, receipt of material lender, supplier and / or
customer consents, obtaining the requisite support from key management of
the Company and concluding employment contracts with key management on
terms which are satisfactory to the Consortium.


The Consortium has received an offer of funding from Absa Bank (acting
through its Corporate and Investment Banking division). The funding is
subject to a firm intention offer which is still subject to the fulfilment
of various conditions.


5. Conditions precedent to the posting and implementation of the Scheme:
The implementation of the Scheme will be subject to conditions customary
of a transaction of this nature, including but not limited to:
  •   Alviva appointing an independent board and independent expert to opine
      on the offer;
  •   posting of a circular detailing the terms of the Proposed Transaction
      to shareholders;
  •   obtaining the required Alviva shareholder approval; and
  •   obtaining all required regulatory approvals.
6. Forfeitable Share Plan
The Consortium has been made aware of the fact that certain Forfeitable
Share Plan awards have been allocated in the ordinary course by Alviva’s
remuneration   committee      to    key   members   of   management.    The   Consortium
acknowledges and agrees that these will be awarded as soon as Alviva is out
of its current prohibited/closed period.


7. General
If discussions are successfully concluded, detailed terms of the Proposed
Transaction will be provided, in a firm intention announcement, in due
course.


This   announcement    does   not    constitute     an   offer,   undertaking     or   firm
intention to make an offer to Alviva shareholders and accordingly, Alviva
shareholders are advised to exercise caution when trading in their Alviva
securities until a further announcement is made.


Midrand
30 June 2022


Corporate    advisor   and    transaction    sponsor     to   Alviva:   Bravura    Capital
Proprietary Limited


Legal advisor to Alviva: TWB- Tugendhaft Wapnick Banchetti and Partners


Sponsor: Deloitte & Touche Sponsor Services (Pty) Ltd


Financial advisor, Bookrunner and Mandated Lead Arranger to the Consortium:
Absa Corporate and Investment Banking, a division of Absa Bank Limited


Legal advisor to the Consortium: Webber Wentzel

Date: 30-06-2022 11:29:00
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