Disposal by Powertech of its Powertech System Integrators business to Capitalworks Allied Electronics Corporation Limited (Registration number 1947/024583/06) (Incorporated in the Republic of South Africa) Share code: AEL ISIN: ZAE000191342 Share code: AEN ISIN: ZAE000191359 (“Altron” or “the Company”) DISPOSAL BY POWER TECHNOLOGIES PROPRIETARY LIMITED (“POWERTECH”) OF ITS POWERTECH SYSTEM INTEGRATORS (“PTSI”) BUSINESS TO CAPITALWORKS PRIVATE EQUITY ADVISOR PROPRIETARY LIMITED, ON BEHALF OF FUNDS THAT IT ADVISES OR NOMINEES THEREOF (“CAPITALWORKS”) POWERTECH SYSTEM INTEGRATORS TRANSACTION INTRODUCTION Shareholders are advised that Powertech, a subsidiary of Allied Electronics Corporation Limited (“Altron”) has entered into a binding written offer (“the Offer”) with Capitalworks, in terms whereby Powertech will dispose of its PTSI business to Capitalworks on terms and conditions more fully set out in the Offer and as summarised below (“the Disposal”). The salient terms and conditions of the Disposal as set out in the Offer are as follows: - Capitalworks has agreed to acquire the PTSI business from Powertech for a purchase price of R140 million calculated on an enterprise value basis (cash and debt free basis); - the Disposal will, except as set out below, include all of the operating assets and liabilities of the PTSI business including all client and supplier contracts, as well as tangible and intangible assets; - the Disposal will exclude the businesses of Powertech QuadPro SA Proprietary Limited and Technology Integrated Solutions; - standard warranties and indemnities associated with transactions of this nature will be provided by Powertech; and - the Disposal will be subject to certain conditions precedent more fully set out in this announcement. NATURE OF BUSINESS OF POWERTECH SYSTEM INTEGRATORS PTSI is a systems engineering business which operates predominantly in the power and energy sectors with customers that include power utilities and large power users in South Africa and Sub-Saharan Africa. Its engineering solutions include secondary plant for substation automation, network planning and control software, mobile workforce and asset management systems, and systems for advanced and smart metering infrastructure. In addition, PTSI markets a diverse range of products including, earth fault and surge protection devices and related protection and metering equipment. RATIONALE FOR THE DISPOSAL Following strategic review sessions held at both Altron and Powertech during the past 12 months, the Powertech board, in conjunction with the Altron board, has determined that PTSI is no longer a core asset for the Altron group and accordingly should be disposed of to a third party who will be better suited to further develop this business going forward and to extract value for shareholders. EFFECTIVE DATE OF THE DISPOSAL The Disposal by Powertech of PTSI to Capitalworks will become effective following the fulfilment of the last of the conditions precedent set out below and as detailed in the Offer. CONSIDERATION The cash consideration to be received by Powertech as a result of the Disposal of PTSI to Capitalworks is R140 million exclusive of VAT (“the Disposal Consideration”). NET ASSET VALUE OF AND PROFITS ATTRIBUTABLE TO POWERTECH SYSTEM INTEGRATORS The value of the net assets to be disposed of as at 31 August 2015 (being the date of the most recent published financial results of the Altron group) amounted to R99 million on a debt free, cash free basis. For the six months ended 31 August 2015, PTSI generated revenue of R205 million, an EBITDA loss of R7 million and a loss after tax of R13.6 million. CONDITIONS PRECEDENT TO THE DISPOSAL The Disposal is subject to the fulfilment or waiver, as the case may be, of, inter alia, the following conditions precedent, namely: - the conclusion of a confirmatory due diligence exercise by Capitalworks the findings of which are to their satisfaction; - the approval of the Disposal by the Capitalworks investment committee; - the conclusion of the relevant legal agreements; and - the approval, if necessary, of the Disposal by any regulatory body in South Africa including, without limitation, the Competition Commission and / or Takeover Regulation Panel. APPLICATION OF THE DISPOSAL CONSIDERATION The Disposal Consideration proceeds and cash realised will be used to reduce the overall Altron group debt. CATEGORISATION OF THE DISPOSAL AND SHAREHOLDER APPROVAL The Disposal is classified as a Category 2 transaction in terms of Section 9.15 of the JSE Listings Requirements and accordingly will not require Altron shareholder approval. By order of the board of the Company Johannesburg 30 November 2015 Investment Bank and Sponsor Investec Bank Limited Date: 30/11/2015 05:00:00 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.