ADVTECH LIMITED - Amendments to Maravest Transaction

Amendments to Maravest Transaction

ADvTECH Limited

(Incorporated in the Republic of South Africa)

(Registration number 1990/001119/06)

Share code: ADH          ISIN: ZAE000031035

(“ADvTECH“ or “the Company”)



ADvTECH – AMENDMENTS TO MARAVEST TRANSACTION


With reference to the Notice of General Meeting to be held on 29 April 2015 to place an additional

54 418 237 shares under the control of the directors for the purpose of settling the Maravest

transaction, the directors of ADvTECH are pleased to advise that the original terms of the transaction

have been amended as set out below. Changes in the Company’s cash position since negotiation of

the transaction have made this amendment possible. ADvTECH is now in a position to settle that

portion of the Acquisition Consideration payable to Corvest in cash, rather than by the issue of shares

as originally agreed last year and previously proposed in the Circular.


The board has also taken note of concerns expressed by a number of shareholders regarding the

monetisation of a portion of the Acquisition Consideration by virtue of a separate underwriting

agreement. Successful negotiation, conducted in a spirit of commitment to finalisation of this

transaction, has enabled the Company to reach agreement acceptable to the transaction parties.

Accordingly, the agreement has been modified to provide for the Corvest Acquisition Consideration

amounting to R179.64 million, or 38.4% of the maximum purchase consideration, to be settled by the

company in cash and not in shares as proposed in the circular.


Shareholders are advised that while the Notice of Meeting provides that 54 418 237 ordinary

ADvTECH shares be placed under the control of directors, the Company will in fact only issue a

maximum of 35 955 112 shares (of which 2 244 389 shares are dependent on the performance of

Maramedia during 2015) to Kyocraft and will settle the Corvest Acquisition Consideration by payment

of R179.64 million in cash. The board advises that the financial impact of this amendment is not

material.


Johannesburg
24 April 2015

Sponsor: Bridge Capital Advisors (Pty) Limited

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