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Fulfilment of Conditions Precedent to the Acquisition and Notification in terms of Section 45 of the Companies Act
Alaris Holdings Limited
Incorporated in the Republic of South Africa
(Registration number 1997/011142/06)
Share code: ALH ISIN: ZAE000201554
(“Alaris” or “the Company”)
FULFILMENT OF CONDITIONS PRECEDENT TO THE ACQUISITION OF COJOT OY AND NOTICE
IN TERMS OF SECTION 45(5) OF THE COMPANIES ACT 71 OF 2008
FULFILMENT OF CONDITIONS PRECEDENT TO THE ACQUISITION OF COJOT OY
Shareholders are referred to the announcement released on SENS on 4 March 2016 (and using the
terms defined therein unless otherwise stated) wherein shareholders were advised that Alaris had
concluded an agreement to acquire 100% of the issued share capital of Cojot OY and any and all
shareholder loan claims that the Sellers have against the company (“the Acquisition”).
Shareholders are advised that all conditions precedent to the Acquisition have been fulfilled and the
Acquisition is now unconditional. The Acquisition will take retrospective effect from 1 January 2016.
NOTICE IN TERMS OF SECTION 45(5) OF THE COMPANIES ACT 71 OF 2008
In terms of the provisions of section 45(5) of the Companies Act, 2008 (Act 71 of 2008), as amended
(“Companies Act”), and pursuant to the special resolution passed at the annual general meeting of the
Company held on 27 January 2016 authorising the board of directors of Alaris (“the Board”) to provide
direct or indirect financial assistance to related and inter-related parties, notification is hereby given by
the Company that the Board has adopted a resolution in terms of section 45 of the Companies Act
authorising the Company to provide financial assistance in the form of a loan in the amount of
EUR3.8 million to its wholly-owned subsidiary, Alaris Investment Holdings UK Limited (“the
Subsidiary”) to enable the Subsidiary to execute the Acquisition.
In accordance with section 45 of the Companies Act, the Board is satisfied and acknowledges that:
i. immediately after providing such financial assistance, the Company would have satisfied the
solvency and liquidity test as provided for in section 4 of the Companies Act; and
ii. the terms under which such financial assistance would be given are fair and reasonable to the
Company.
3 May 2016
Designated Adviser
Merchantec Capital
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