Acquisition of Cojot OY Alaris Holdings Limited Incorporated in the Republic of South Africa (Registration number 1997/011142/06) Share code: ALH ISIN: ZAE000201554 (“Alaris”) ACQUISITION OF COJOT OY 1. INTRODUCTION The board of directors of Alaris Holdings Limited (“the Board”) is pleased to advise shareholders that Alaris has entered into a Share Purchase Agreement (“the Agreement”) with Ritva Haapanen, Mauri Haapanen, Teemu Haapanen and Erkki Valkeasuo (collectively hereinafter referred to as “the Sellers”) of Cojot OY (“Cojot”), in terms of which Alaris will acquire 100% of the issued share capital of Cojot and any and all shareholder loan claims that the Sellers have against the company (“the Acquisition”). 2. THE ACQUISITION 2.1 Nature of the Cojot business Cojot, a Finnish limited liability company, having its registered domicile in Espoo, Finland, was incorporated in 1986 and specialises in the design, development and manufacture of mobile (vehicular and manpack) VHF/UHF/SHF wideband antennas. Cojot provides a broad range of high quality and sophisticated solutions for today’s demanding radio frequency systems used for tactical communication, electronic warfare and spectrum monitoring applications. 2.2 The rationale for the Acquisition As announced on SENS on 30 September 2015, one of the main objectives of Alaris is to expand its footprint globally. European and the US markets have been identified as the best points of entry. Cojot is resident in the European market which will provide improved market access for the sales of other Alaris products. Alaris and Cojot operate in a similar market space and Alaris has been considering acquiring the business of Cojot since 2012. Cojot has consistently recorded profits since 2005. The management of Cojot have demonstrated sound business acumen and historical forecasts have been exceeded in most instances. The two business models are complimentary and the combined operations will well position Alaris to capitalise on new opportunities that will become available through cross-selling and through the design and development of products resulting from the combined skills set. Alaris will also gain access to the European supply chain, which in light of current local economic circumstances, has great value. 2.3 Purchase consideration The total amount payable by Alaris to the Sellers as consideration for the Acquisition is EUR 3,738,013 (“Purchase Consideration”), which is payable in cash. Alaris shall pay the Purchase Consideration in two tranches as follows: 1. EUR 3,364,212 payable in immediately available funds on the last working day of the month in which all the conditions precedent set out in paragraph 2.4 below are fulfilled or waived (“Closing Date”); and 2. EUR 373,801 less any deduction in the case where the net surplus cash on Closing Date is less than EUR 1,375,570 due to any reason not arising in the ordinary course of business of Cojot and includes specifically any breach of the Agreement (“Non-operating Reduction”). The second tranche of the Purchase Consideration shall be reduced on a Euro for Euro basis to the extent of the quantum of the Non-operating Reduction and shall be payable within 3 business days following such determination. 2.4 Conditions precedent and effective date The Acquisition is subject to the fulfilment or waiver of the following conditions precedent by no later than 30 June 2016: 2.4.1. Alaris obtaining the consent of the Ministry of Employment and the Economy of Finland for the lawful and valid execution of the Acquisition; 2.4.2. Alaris inspecting Cojot and its business (“Due Diligence”) and being satisfied with the Due Diligence; 2.4.3. no material breach of the warranties contained in the Agreement having taken place prior to the Closing Date; and 2.4.4. Alaris receiving the requisite exchange control required to implement the Agreement. The Acquisition will take retrospective effect from 1 January 2016 (“the Effective Date”). 3. SIGNIFICANT TERMS The Agreement contains warranties, representations and indemnities that are normal for a transaction of this nature. 4. THE VALUE OF, AND PROFITS ATTRIBUTABLE TO COJOT The value of the net assets that are the subject of the Acquisition, as at 31 December 2015, were EUR 2,190,001. The profits attributable to the net assets that are the subject of the Acquisition for the year ended 31 December 2015 were EUR 623,871. 5. CLASSIFICATION OF THE ACQUISITION The Acquisition is classified as a Category 2 transaction in terms of the Listings Requirements of JSE Limited and does not require Alaris shareholder approval. 4 March 2016 Transaction and corporate adviser PSG Capital Proprietary Limited Designated Adviser Merchantec Capital Date: 04/03/2016 03:05:00 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.