Wrap Text
Distribution of Circular, Amendment of Share Incentive Scheme, Specific Repurchase and Notice of General Meeting
Alaris Holdings Limited
(formerly Poynting Holdings Limited)
Incorporated in the Republic of South Africa
(Registration number 1997/011142/06)
Share code: ALH ISIN: ZAE000201554
(“Alaris” or “the Company”)
DISTRIBUTION OF CIRCULAR, AMENDMENT OF SHARE INCENTIVE SCHEME, SPECIFIC REPURCHASE AND NOTICE OF GENERAL MEETING
1. INTRODUCTION
1.1. Shareholders of Alaris (“Shareholders”) are referred to the announcements on SENS by
Alaris on 19 February 2015, 1 April 2015, 9 June 2015 and 30 June 2015 (“Previous
Announcements”) in which it was, inter alia, advised that Alaris had entered into an
agreement with Antenna Research Associates Inc. (“ARA”) dated 19 June 2015 and
finalised on 27 June 2015 (“Merger Agreement”) in respect of the implementation of the
proposed acquisition of 100% of the issued share capital of ARA, which acquisition has
been structured as a series of mergers to qualify as a “reorganisation” under the provisions
of section 368(a) of the United States of America (“USA” or “US”) Internal Revenue Code
(“referred to herein as the “Merger”), which Previous Announcements also set out the
salient terms and conditions of the Merger and the Merger Agreement.
1.2. As set out in the Previous Announcements, the Merger is classified as a category 1
transaction in terms of the JSE Listings Requirements and requires shareholder approval.
Accordingly, Shareholders were advised that a circular containing full details of the Merger
would be distributed in due course (“Circular”).
1.3. In addition, the board of directors of Alaris (“Board”) proposes, for the reasons set out in
paragraph 2 below, that the Company should amend the Alaris share incentive scheme
implemented through the Alaris Holdings Limited Share Incentive Trust (“Share Incentive
Scheme”) as set out in paragraph 2 below.
1.4. The Board further proposes to repurchase 2 099 544 ordinary shares in the share capital of
Alaris (“Specific Repurchase Shares”) from the Poynting Empowerment Trust at a
purchase consideration of R2.05 per Specific Repurchase Share (the “Specific
Repurchase”). Due to the fact that there will be no remaining participants of the Poynting
Empowerment Trust, the Board has decided to wind-up the Poynting Empowerment Trust.
The remaining Alaris shares held by the Poynting Empowerment Trust will therefore be
repurchased by the Company. It is necessary to obtain the authority of Shareholders by way
of a special resolution, as required in terms of paragraph 5.69 of the JSE Listings
Requirements, in order to proceed with the Specific Repurchase. Further details of the
Specific Repurchase are set out in paragraph 3 below.
1.5. Shareholders will be requested to vote on the resolutions relating to the Merger and the
amendment of the Share Incentive Scheme in writing in terms of section 60 of the
Companies Act (Act 71 of 2008), as amended (“Companies Act”). Section 60(1) of the
Companies Act provides that a resolution that could be voted on at a shareholders’ meeting
may instead be (i) submitted for consideration to the shareholders entitled to exercise voting
rights in relation to the resolution, and (ii) voted on in writing by shareholders entitled to
exercise voting rights in relation to the resolution, within 20 business days after the
resolution was submitted to them.
1.6. The Board had determined that the mechanism provided by section 60 of the Companies
Act was a simpler and more efficient process to obtain Shareholder approval in respect of
the resolutions relating to the Merger and the amendment of the Share Incentive Scheme
and therefore elected to request Shareholders to vote in this manner.
1.7. The closing date and time for voting on the resolutions relating to the Merger and the
amendment of the Share Incentive Scheme is 17h00 on Thursday, 20 August 2015. The
results of the resolutions relating to the Merger and the amendment of the Share Incentive
Scheme will be announced on SENS on Friday, 21 August 2015.
1.8. In terms of the JSE Listings Requirements a listed company is not entitled to repurchase
securities during a closed period. Alaris will be in closed period until the publication of its
financial results for the year ending 30 June 2015, which is anticipated to be on Monday, 28
September 2015.
1.9. Accordingly Alaris could not make use of the mechanism provided by section 60 of the
Companies Act in order to request Shareholders to vote on the resolution relating to the
Specific Repurchase and therefore Alaris has called a general meeting at 10h00 on
Wednesday, 7 October 2015 (“General Meeting”) in order for Shareholders to consider the
resolution relating to the Specific Repurchase. The results of the General Meeting will be
announced on SENS on Wednesday, 7 October 2015.
2. AMENDMENT OF SHARE INCENTIVE SCHEME
2.1. If the Merger is successfully implemented, it will result in USA-based employees becoming
participants to the Share Incentive Scheme. In order to allow USA-based employees to
participate in the Share Incentive Scheme in a tax efficient manner, certain amendments to
the rules of the Share Incentive Scheme are required.
2.2. The Board proposes that the Share Incentive Scheme be amended as set out in
Annexure 10 to the Circular.
2.3. The amendment of the Share Incentive Scheme is subject to the approval of Shareholders,
by way of a ordinary resolution (requiring a 75% majority of all Shareholders who vote on
the resolution).
3. SPECIFIC REPURCHASE
3.1. Alaris wishes to repurchase the Specific Repurchase Shares, which represent 1.3% of the
total issued share capital of Alaris as at Friday, 10 July 2015 (being the last practicable date
for purposes of the Circular) in exchange for a repurchase consideration of R2.05 per
Specific Repurchase Share (which is equal to a discount of R0.05 or 2.6% to the 30 day
VWAP per share of the Company on Wednesday, 6 May 2015, being the date on which the
repurchase consideration was agreed between Alaris and the Poynting Empowerment
Trust), which will amount to a total repurchase consideration of R4 304 065 (“Specific
Repurchase Consideration”).
3.2. The implementation of the Specific Repurchase is subject to the fulfilment of the condition
precedent that the approval of the Shareholders, by way of a special resolution, as required
in terms of paragraph 5.69 of the JSE Listings Requirements, is obtained in respect of the
Specific Repurchase (“Specific Repurchase Resolution”).
3.3. The Specific Repurchase Shares, subject to the Specific Repurchase Resolution being
approved, will be acquired by Alaris and will be cancelled and delisted upon acquisition.
3.4. Alaris will not effect the Specific Repurchase during a prohibited period as defined in
paragraph 3.67 of the JSE Listings Requirements. The date of publication of the Alaris
financial results for the year ending 30 June 2015, being the ‘Closed Period End Date’ is
expected to be on or about Monday, 28 September 2015. The Specific Repurchase will be
effected after the Closed Period End Date.
3.5. The Poynting Empowerment Trust is a related party to Alaris due to the fact that the majority
of the trustees of the Poynting Empowerment Trust are current directors, or were directors
of Alaris, in the preceding 12 months. However, it is noted that the Specific Repurchase
Consideration does not amount to the Specific Repurchase Shares being repurchased at a
premium to the 30 day VWAP of the Specific Repurchase Shares on the date on which the
Specific Repurchase Consideration was agreed between Alaris and the Poynting
Empowerment Trust and accordingly, a fairness opinion is not required in terms of the JSE
Listings Requirements.
3.6. The Specific Repurchase Consideration will be funded from the free cash flows of Alaris.
The Specific Repurchase will not result in a reduction of the Contributed Tax Capital as the
term is defined in section 1 of the Income Tax Act (Act 58 of 1962), as amended (“Income
Tax Act”). The Specific Repurchase Consideration will therefore constitute a dividend as
defined in section 1 of the Income Tax Act.
4. DISTRIBUTION OF THE CIRCULAR
4.1. The Circular which contains full information on the Merger, the amendment of the Share
Incentive Scheme and the Specific Repurchase and also incorporating a notice to
Shareholders in terms of section 60 of the Companies Act and a notice of General Meeting
of Shareholders will be electronically distributed to Shareholders today, 22 July 2015.
4.2. Shareholders are advised to review the Circular for detailed information regarding the
Merger, the amendment of the Share Incentive Scheme and the Specific Repurchase and
related aspects. The Circular will be available on Alaris’ website at www.alarisholdings.com
from today, 22 July 2015.
5. NOTICE OF GENERAL MEETING
Notice is hereby given that the General Meeting of Shareholders will be held at 1 Travertine
Avenue, N1 Business Park, Old Johannesburg Road, Centurion at 10:00 on Wednesday,
7 October 2015, to consider and, if deemed fit, to pass, with or without modification, the
resolution set out in the notice of the General Meeting included in the Circular required to give
effect to the Specific Repurchase.
6. IMPORTANT DATES AND TIMES
Shareholders are referred to the table below setting out important dates and times in relation to
the Merger, the amendment of the Share Incentive Scheme and the Specific Repurchase.
Capitalised terms used below and elsewhere in this announcement and that are not otherwise
defined, bear the meanings ascribed to them in the Circular.
Last day to trade for Merger and Share Incentive Scheme
Record Date purposes Friday, 10 July 2015
Merger and Share Incentive Scheme Record Date to
determine which Shareholders are entitled to receive this
Circular and entitled to vote on the Merger and Share Incentive
Scheme Resolutions Friday, 17 July 2015
Circular distributed to Shareholders on Wednesday, 22 July 2015
Announcement providing full details of the Merger, the Specific Wednesday, 22 July 2015
Repurchase and the amendment to the Share Incentive
Scheme giving salient dates and advising of the distribution of
this Circular released on SENS
Closing date for voting on the Merger and Share Incentive
Scheme Resolutions being 20 Business Days after the Circular
has been distributed to Shareholders at 17:00 on Thursday, 20 August 2015
Results of the voting on the Merger and Share Incentive
Scheme Resolutions anticipated to be released on SENS Friday, 21 August 2015
Statement describing the results of the voting on the Merger
and Share Incentive Scheme Resolutions anticipated to be
distributed on or about Friday, 21 August 2015
First Merger and the issue of the Merger Consideration Shares
anticipated to be implemented on or about Merger Closing Date
Second Merger anticipated to be implemented on or about Second Merger Closing Date
Last day to trade for General Meeting Record Date purposes Friday, 25 September 2015
Closed Period End Date expected to be on or about Monday, 28 September 2015
General Meeting Record Date to determine which
Shareholders are entitled to vote on the Specific Repurchase
Resolution at the General Meeting Friday, 2 October 2015
Last day for receipt of Forms of Proxy in respect of the General
Meeting by 10:00 on Monday, 5 October 2015
General Meeting of Shareholders to be held at 10:00 on Wednesday, 7 October 2015
Results of General Meeting released on SENS on Wednesday, 7 October 2015
Specific Repurchase implemented on or about Thursday, 8 October 2015
Expected date for the delisting from the JSE of the Specific
Repurchase Shares from the commencement of trading on the
JSE on Wednesday, 14 October 2015
Notes
1. All of the above dates and times are subject to change. Any changes made will be notified
to Shareholders by release on SENS.
2. Shareholders should note that, as transactions in shares are settled in the electronic
settlement system used by Strate, settlement of trades takes place five Business Days
after such trade. Therefore, persons who acquire Shares after the last day to trade in
order to be eligible to vote in respect of the Merger and Share Incentive Scheme
Resolutions, namely, Friday, 10 July 2015, will not be able to vote thereon and persons
who acquire Shares after the last day to trade in order to be eligible to vote at the General
Meeting in respect of the Specific Repurchase Resolution, namely, Friday,
25 September 2015, will not be able to vote at the General Meeting.
3. All times given in this Circular are local times in South Africa.
7. COPIES OF THE CIRCULAR
Copies of the Circular will be available for inspection by Shareholders during normal business
hours at the registered office of the Company at 1 Travertine Avenue, N1 Business Park, Old
Johannesburg Road, Centurion, and at the offices of the Company’s Transaction Adviser and
Transaction Designated Adviser (PSG Capital Proprietary Limited) at 1st Floor, Ou Kollege, 35
Kerk Street, Stellenbosch, 7600 and at 1st Floor, Building 8, Inanda Greens Business Park, 54
Wierda Road West, Wierda Valley, Sandton, and at the offices of the Company’s Designated
Adviser (Merchantec Capital) at 2nd Floor, North Block, Hyde Park Office Tower, Corner 6th
Road and Jan Smuts Avenue, Hyde Park, Johannesburg, 2196 from today, 22 July 2015 up to
and including Wednesday, 7 October 2015, being the date of the General Meeting.
Johannesburg
22 July 2015
Transaction Adviser and Transaction Designated Adviser
PSG Capital Proprietary Limited
Designated Adviser
Merchantec Capital
Independent Reporting Accountants
KPMG
Legal Adviser to Alaris in the USA
DLA Piper LLP (US)
Date: 22/07/2015 04:56:00 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 
