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Posting of circular and notice of general meeting
ALLIED ELECTRONICS CORPORATION LIMITED
Incorporated in the Republic of South Africa
Registration number 1947/024583/06
Share code: ATN
ISIN: ZAE000029658
Share code: ATNP
ISIN: ZAE000029666
(“Altron”)
POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING
1. INTRODUCTION
Altron Shareholders are referred to the firm intention announcement dated 17 May 2013 (“Firm
Intention Announcement”) regarding the terms on which Altron Finance Proprietary Limited,
Altron’s wholly-owned subsidiary, intends to acquire the entire issued ordinary share capital of
Allied Technologies Limited (“Altech”) which Altron and its subsidiaries do not already own, by
way of a scheme of arrangement (“Scheme”) in terms of section 114 of the Companies Act 71
of 2008 (the “Proposed Transaction”). The Proposed Transaction constitutes a Category 1
transaction in terms of the Listings Requirements of the JSE.
Altron Shareholders are hereby advised that a circular containing, inter alia, details of the
Proposed Transaction, a notice of general meeting of Altron Shareholders (“General
Meeting”), and forms of proxy will be posted to Altron Shareholders today and is available on
Altron’s website at www.altron.com (“Circular”).
The Altech Scheme Circular is likewise available on Altron’s website at www.altron.com.
The purpose of the Circular is to:
- provide Altron Shareholders with information regarding the Proposed Transaction and the
manner in which it will be implemented; and
- convene a General Meeting to consider and, if deemed fit, approve with or without
modification, the resolutions relating to the Proposed Transaction as set out in the notice of
General Meeting incorporated in the Circular.
In the Firm Intention Announcement, Altron Shareholders were advised that the Scheme will be
subject to the fulfilment or waiver (in whole or in part) by Altron, of certain conditions precedent
by 16 August 2013 or such later date as Altron and Altech may agree to in writing. Altron
Shareholders are advised further that the aforementioned date has been extended to 31
August 2013 in order to allow for the fulfilment (or waiver, as the case may be) of certain
conditions precedent to the Scheme.
2. NOTICE OF GENERAL MEETING
The General Meeting of Altron Shareholders will be held at 09:00 on Friday, 26 July 2013 at the
registered office of Altech at Woodmead North Office Park, 54 Maxwell Drive, Woodmead,
Johannesburg, 2191, for the purpose of considering and, if deemed fit, passing, with or without
modification, the resolutions set forth in the notice of General Meeting incorporated in the
Circular.
3. SALIENT DATES AND TIMES
The salient dates and times relating to the Proposed Transaction (“Timetable”) are set out in
the Timetable hereunder. Words and expressions in the Timetable and notes thereto shall have
the same meaning as assigned to them in the Circular.
Action 2013
Circular and notice of General Meeting posted to Shareholders
Thursday, 27 June
on
Last day to trade in Altron Shares in order to be recorded in
Friday, 12 July
Altron’s securities register to vote at the General Meeting
Record date to be entitled to attend, participate in and vote at the
Friday, 19 July
General Meeting by close of trading on
Forms of proxy for the General Meeting to be received by the
Thursday, 25 July
Transfer Secretaries by no later than 09:00 on
General Meeting held at 09:00 on Friday, 26 July
Scheme Meeting held at 11:00 on Friday, 26 July
Results of the General Meeting and the Scheme Meeting and
announcement as to the fulfilment of all Conditions Precedent to Friday, 26 July
the Proposed Transaction released on SENS on
Results of the General Meeting and the Scheme Meeting and
announcement as to the fulfilment of all Conditions Precedent to
Monday, 29 July
the Proposed Transaction published in the South African press
on
Expected date for the suspension of listing of Altech Shares from
Monday,12 August
trading on the JSE from the commencement of trade on
Listing on the JSE of the new Altron Participating Preference
Shares comprising the Share Consideration expected from the Monday, 19 August
commencement of trade on
Expected Operative Date of the Proposed Transaction and
termination of listing of Altech Shares at the commencement of Tuesday, 20 August
trade on
Notes:
1. All dates and times may be changed by mutual agreement between Altron and Altech (subject
to the approval of the JSE, if required). The dates have been determined based on certain
assumptions regarding the date by which certain shareholder and regulatory approvals will be
obtained and that no Court approval or review of the Scheme will be required. Any change in
the dates and times will be released on SENS and published in the South African press.
2. Altron Shareholders should note that as transactions in Altron Shares are settled in the
electronic settlement system used by Strate, settlement of trades takes place 5 Business
Days after such trade. Therefore, Altron Shareholders who acquire Altron Shares after Friday,
12 July 2013 will not be eligible to vote at the General Meeting.
3. All times given in this Circular are local times in South Africa.
4. If the General Meeting is adjourned or postponed, forms of proxy submitted for the initial
General Meeting will remain valid in respect of any adjournment or postponement of the
General Meeting.
5. Although the salient dates and times are stated to be subject to change, such statement may
not be regarded as consent or dispensation for any change to time periods which may be
required in terms of the Takeover Regulations, where applicable, and any such consents or
dispensations must be specifically applied for and granted.
Johannesburg
27 June 2013
Investment bank, financial adviser and sponsor
Investec Bank Limited
Legal adviser
Edward Nathan Sonnenbergs Inc.
Reporting accountants
KPMG Inc.
Financial adviser in relation to Debt and Mandated Lead Arranger
ABSA Bank Limited
Legal adviser to Mandated Lead Arranger
Bowman Gilfillan Inc.
Date: 27/06/2013 03:31:00 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.