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ALARIS HOLDINGS LIMITED - Summarised Consolidated Results for the financial year ended 30 June 2016

Release Date: 12/09/2016 16:00
Code(s): ALH     PDF:  
Wrap Text
Summarised Consolidated Results
for the financial year ended 30 June 2016

Alaris Holdings Limited
Incorporated in the Republic of South Africa
(Registration number 1997/011142/06)
Share code: ALH ISIN: ZAE000201554
(“Alaris” or “the Company” or “the Group”)


SUMMARISED CONSOLIDATED RESULTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2016

GROUP COMMENTARY

Highlights

  - Revenue from continued operations increased by 29% from R193.0 million to R248.5 million.

  - Profit after tax from continued operations improved from a loss of R1.2 million to a profit of R21.5 million.

  - Normalised earnings increased from R20.0 million to R48.8 million.

  - Normalised earnings per share increased by 86% from 16.41 cents to 30.60 cents per share.

  - Cash generated from operations increased by 358% from R6.8 million to R80.6 million.

  - Cash and cash equivalents increased by 27% from R74.4 million to R94.5 million.

  - COJOT acquisition concluded and consolidated from 1 May 2016.

  - Results include net foreign exchange gains of R12.5 million.


WHAT WE ARE ALL ABOUT

Alaris Holdings Limited is a technology holding company listed on the JSE AltX since July 2008.

The Alaris Group consists of:

Alaris Antennas which designs, manufactures and sells specialised broadband antennas as well as other related radio
frequency products. Its products are used in the communication, frequency spectrum monitoring, test and measurement,
electronic warfare and other specialised markets. Clients are located across the globe, mostly outside of South Africa
(the Americas, Europe and Asia). Its clients are system integrators, frequency spectrum regulators and players in the
homeland security space.

COJOT was founded in 1986 and is located in Espoo, Finland. The company has 30 years of experience in the design,
development and manufacture of innovative antenna products, serving military and public safety markets globally. The
Company develops innovative broadband antennas to improve connectivity, coverage and competitiveness of radio
equipment which is deployed to save lives and protect property.

Aucom which provides end–to–end turnkey solutions for radio and TV broadcasters. It designs, sells, implements and
maintains integrated broadcasting systems. It has specific expertise in digital compression platforms for Digital Terrestrial
Television (DTT), Direct to Home (DTH) and Internet Protocol Television (IPTV), signal distribution, multiscreen as well as over-
the-top (OTT) systems. It is well positioned to assist broadcasters with the migration to digital television and radio services
and has implemented several conversions to date.

                                                                                                                    
RESULTS OVERVIEW

Total profit for the Group was R21.5 million, compared to a loss of R5.1 million in the comparative period. However, the
financial results for both periods include items which are not representative of the performance of the underlying
operations and are shown in the reconciliation below to normalised profit after tax.
    
                                                                                               Audited            Audited
 R’000                                                                                       June 2016          June 2015
 Profit for the year                                                                            21 491            (5 124)
   Contingent consideration asset (1)                                                           22 206           (22 206)
   Profit on disposal of discontinued operations                                                     -            (2 395)
   Losses incurred by discontinued operations                                                        -              6 279
   Legal and consulting costs for acquisitions and disposals (2)                                 5 116             10 070
   Impairment of goodwill                                                                            -             33 342
 Normalised earnings after tax comprising (3)                                                   48 813             19 966
   Alaris Antennas                                                                              34 032             20 944
   COJOT (4)                                                                                     5 193                  -
   Aucom                                                                                        18 828              7 299
   Corporate and consolidation (5)                                                             (9 240)            (8 277)
 Weighted average number of ordinary shares in issue                                       159 539 913        121 697 691
 Normalised earnings per ordinary share (cents)                                                  30.60              16.41

(1)  Based on Aucom achieving the cumulative three year earn-out target of R38 million the contingent consideration
     asset raised in 2015 was reversed at the end of June 2016. Refer to supplementary note 2 for more detail.
(2)  Non-recurring legal, consulting and transaction fees amounted to R5.1 million for the year ended 30 June 2016 relating
     to the previous potential acquisitions that did not materialise, finalisation of Compart sale and Aucom acquisition
     transaction and costs relating to the COJOT acquisition.
(3)  Normalised earnings, as determined by the Alaris Group, is calculated by adjusting profit for the reversal of the
     contingent consideration asset, goodwill impairment, loss on discontinued operations and profit (net after tax) on the
     disposal of Compart and legal and consulting fees for acquisitions and disposals.
(4)  COJOT numbers are consolidated for two months. Large orders were delivered during these two months resulting in
     high profit margins, which should not be seen as representative of the profitability over a longer period.
(5)  Net foreign exchange gains on foreign currency cash balances were accumulated for the COJOT acquisition and
     have been recorded as part of this segment. Costs relating to shared services and fees associated with being a listed
     company are also included in this segment. Net funding costs, including the interest paid on the PSG preference
     shares of R4.8 million are also included in the segment.

                                                                                                               
BUSINESS OVERVIEW

Considering the slow start to the first half of the financial year, the underlying businesses performed well for the second
half resulting in robust profit growth.

The overall results were boosted by a net foreign exchange gain of R12.5 million (2015: R0.4 million). Foreign currency was
accumulated to pay for the COJOT acquisition. The Group benefitted from a weakening Rand resulting in a net profit
recognised in the year-end financial results. Foreign currency gains and losses are treated as part of normalised earnings
given the nature of the Group and have been consistently treated with the prior year.

The Group’s cash position increased by R20.1 million to R94.5 million despite the COJOT investment being paid for in cash.
Management focused on improving the investment in net working capital during the year which resulted in cash flow
from operating activities improving to R54.2 million (2015: outflow of R0.9 million).

Alaris Antennas

Revenue increased by 33% from R88.4 million to R117.3 million and profit after tax (“PAT”) increased by 62% from R20.9
million to R33.9 million.

The sales cycle consists of the generation of an order book followed by the execution and delivery thereof to the end
customer. The recognition of sales takes place when the order is executed and invoiced to the client. The recognition of
revenue in any given financial year is therefore dependent on the timing of orders executed on, which is characterised
by the size and complexity of the order. The business commenced the financial year with a lower order book value
impacting the half year results. The improvement in the order book as well as the execution and delivery thereof is evident
in the improvement in the second half results.

Alaris Antennas continued to be a leader in product innovation, adding 98 (2015: 155) new products to its portfolio in the
financial year to support future top line growth. The sales capability and product portfolio was also expanded to include
cross selling opportunities with the COJOT team.

The gross margin improved as a result of two primary factors namely: 1) pricing leverage in the supply chain as a result of
increased volumes and 2) export sales owing to a weakening Rand.

Further investment in productive headcount from 87 to 101 was necessary to execute on the order book during the year.
Headcount growth in engineering resources, a customer retention manager as well as starting a new Specialised
Production and Electronics Facility bode well for the future. These expansions support our strategy to deliver high quality
products to our customers within the committed timelines.

COJOT

All conditions precedent to the Acquisition as per the agreement were fulfilled and the results of COJOT were included in
the Group results from 1 May 2016. Revenue of R14.8 million and PAT of R5.2 million was consolidated for the two months
to year end. These two months contributed a significantly higher profit margin than anticipated owing to a few larger
orders being delivered in these months. These profit margins are not indicative of the historical average margins therefore
should not be reflective of the longer term margins of the business.

The COJOT product portfolio integration on a Group level contributed 124 products to the portfolio to be included in cross
selling opportunities going forward.

Aucom

Despite a slow first half, Aucom managed to deliver healthy growth on last year’s results with revenue increasing by 11%
from R104.6 million to R116.4 million and PAT increasing by 155% from R7.3 million to R18.6 million. The net profit margin
increased from 7% to 16% mainly due to higher commissions received and an increase from R3.9 million to R9.8 million per
annum for recurring monthly service level charges which have a lower cost base.

A significant contract in the Seychelles was secured in the first half of the year and a large portion of the deal was
completed by the end of June 2016.

Corporate and consolidation

In addition to the shared services costs and fees associated with being a listed company, this segment carried several
additional items:

    -   Legal and consulting fees of R2.6 million were incurred in relation to the potential acquisitions that did not
                                                                                                               
        materialize, finalization of prior transactions like Aucom and Compart and settlements reached in respect of these
        cases.

    -   Legal, consulting fees and transfer taxes of R2.5 million incurred as part of the finalisation of the COJOT acquisition.

    -   The contingent consideration asset value of R22.2 million raised in the prior year was reversed through the profit
        and loss based on the Aucom earnings of R18.6 million for the current year. The cumulative three year
        performance of R38.5 million versus the target of R38 million resulted in no shares being recallable. Refer to
        supplementary note 2 for further details.

    -   In line with the international acquisition strategy of the Group, foreign currency was accumulated to settle the
        purchase price of future acquisitions. As a result of the deterioration of the Rand versus the Dollar and Euro, net
        foreign exchange gains of R9.1 million were recognised in this segment.

Discontinued Operations

The Compart businesses were consolidated up to 31 December 2014 and are therefore included in the comparative
numbers. These operations recorded a loss of R3.9 million for the year ended June 2015. Refer to the 30 June 2015 year
end results for details of the disposal previously disclosed.

PROSPECTS

The Group remains focused on achieving growth (organic and acquisitive) and improving profitability in the medium
term.

Alaris Antennas

The business has grown turnover and profits consistently since its establishment in 2005. Organic growth is stimulated and
achieved through understanding customers’ needs and adding new innovative products to the portfolio. Further
opportunities for growth are achieved by adding new system houses as clients, distributors and agents. We are also
diversifying territories and entering into new market segments where the Company’s core competencies find application.
Management believes the business has significant potential for organic growth and acquisitive growth where there is a
complimentary opportunity in markets and products.

Our products are designed locally by our team of engineers and manufactured at our premises in Centurion. This makes
us competitive in the global market, resulting in approximately 80% of our revenue from exports.

COJOT

COJOT is a customer intimate organisation where new product development is centered around the customer’s needs.
Sales are generated by the company’s sales team with the help of its channel partners. By taking cognisance of our
customers’ needs and adjusting our product features and operations accordingly we stay competitive. The organisation’s
efficiency is complemented by the partnership with contract manufacturers and a professional service provider network
to enable sustainable growth.

Aucom

The business continues to bid for significant Digital Terrestrial Television and Transmission infrastructure opportunities across
the African continent and is well positioned to obtain these opportunities. There is an upswing in market activity from the
urgency to comply with deadlines set by the International Telecommunication Union.

Further increased returns are expected on the capital investment made this year on the service lab facility. The income
stream from this facility has steadily increased in these past few months.

The Group

A significant portion of the Group’s performance is associated with long sales cycles and three to six month delivery
timeframes. In order to mitigate this, the Group continues to expand its regional and product diversity to improve our
proximity to our clients and meet their needs.

The current focus is to ensure the profitable organic growth of the Alaris Antennas, COJOT and Aucom businesses and
further improve working capital management of the Group.

Post-merger integration processes to capitalise on synergies between Alaris and COJOT, as well as cross selling
opportunities, will remain a focus area in the next twelve months. The two businesses are complimentary and the

                                                                                                                   
combined operations will allow existing customers to receive an improved service as well as an expanded product
portfolio through cross-selling. With both companies historically strongly focused on research and development and both
holding exploitable patented technologies, it is expected that the fostering of design innovation and continued pursuit
of novel technologies will be enhanced through the sharing of ideas and talent in both organisations. As such, the design
and development of new products resulting from the combined skill sets of the two companies will provide more
competitive features enabling increased performance for end users.

International expansion is an important part of the Group’s global strategy and management will remain on the lookout
for further opportunities to increase the global footprint.


SUMMARISED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

                                                                                Audited           Audited
 R’000                                                                        June 2016         June 2015
 Continuing Operations
  Revenue                                                                       248 499           193 034
  Cost of sales                                                               (111 395)         (103 300)
 Gross profit                                                                   137 104            89 734
  Other income (1)                                                               18 131               898
  Operating expenses                                                           (87 678)          (72 880)
 Trading operating profit (2)                                                    67 557            17 752
  Finance income                                                                  1 532             3 312
  Contingent consideration asset adjustment                                    (22 206)            22 206
  Impairment of goodwill                                                              -          (33 342)
  Finance costs                                                                 (5 211)           (4 851)
 Profit before taxation                                                          41 672             5 077
  Taxation                                                                     (20 181)           (6 317)
 Profit / (loss) from continuing operations                                      21 491           (1 240)

 Discontinued Operations
  Revenue                                                                             -            25 189
  Cost of sales                                                                       -          (14 871)
 Gross profit                                                                         -            10 318
  Operating expenses                                                                  -          (17 639)
 Trading operating loss                                                               -           (7 321)
  Finance income                                                                      -               101
  Profit on disposal of discontinued operations                                       -             2 395
  Finance costs                                                                       -                 -
 Loss before taxation                                                                 -           (4 825)
  Taxation                                                                            -               941
 Loss from discontinued operations                                                    -           (3 884)

 Profit / (loss) for the year                                                    21 491           (5 124)
 Other comprehensive income net of tax:
  Items that may be reclassified subsequently to profit or loss:
     -  Foreign currency translation reserve                                      (299)                 -
 Total comprehensive income                                                      21 192           (5 124)
 
                                                                                                             
                                                                                     Audited          Audited
 R’000                                                                             June 2016        June 2015
 Weighted average number of ordinary shares in issue                             159 539 913      121 697 691
 Weighted average number of diluted ordinary shares in issue                     179 939 913      168 826 622
 Total operations - Basic earnings per ordinary share (cents)                          13.47           (2.91)
 Total operations - Diluted earnings per ordinary share (cents)                        14.59          (13.52)
 Total operations - Headline earnings per ordinary share (cents)                       13.47            15.22
 Total operations - Diluted headline earnings per ordinary share (cents)               14.59             5.39
 Total operations - Normalised earnings per ordinary share (cents)                     30.60            16.41
 Continuing operations - Basic earnings per ordinary share (cents)                     13.47           (0.70)
 Continuing operations - Diluted earnings per ordinary share (cents)                   14.59          (11.22)
 Continuing operations - Headline earnings per ordinary share (cents)                  13.47            18.23
 Continuing operations - Diluted headline earnings per ordinary share(cents)           14.59             8.53
 Continuing operations - Normalised earnings per ordinary share (cents)                30.60            16.41

(1) In line with the international acquisition strategy of the Group, foreign currency was accumulated to settle the
    purchase price of future acquisitions. As a result of the deterioration of the Rand versus the Dollar and Euro, significant
    net foreign exchange profits and Aucom over performance provision reversal were recognised and reflected in other
    income.
(2) Trading operating profit comprises sale of goods, rendering of services and directly attributable costs, but excludes
    investment income, fair value adjustments, impairment of goodwill and finance costs.

SUMMARISED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

                                                                                   Audited          Audited
 R’000                                                                           June 2016        June 2015
 Assets
 Non-Current Assets
  Plant and equipment                                                                7 904            6 221
  Goodwill                                                                          47 101           22 115
  Intangible assets                                                                 17 486           13 408
  Deferred tax assets                                                                5 420            1 541
  Contingent consideration asset (1)                                                     -           22 206
  Other financial assets                                                                 -            2 647
                                                                                    77 911           68 138
 Current Assets
  Inventories                                                                       18 040            9 236
  Other financial assets                                                             6 969            8 165
  Current tax receivable                                                             1 617            1 665
  Trade and other receivables                                                       78 819           43 428
  Cash and cash equivalents                                                         94 481           74 386
                                                                                   199 926          136 880
 Total Assets                                                                      277 837          205 018
 Equity and Liabilities
 Equity
  Equity attributable to owners of the Company
  Share capital and preference shares                                                  897              897
  Share premium                                                                    226 369          231 265
  Share-based payment reserve                                                        2 430              406
  FCTR (2)                                                                           (299)                -
  Accumulated loss                                                                (95 751)        (117 242)
 Total equity                                                                      133 646          115 326
 Liabilities
 Non-Current Liabilities
  Preference share liability                                                        50 111           50 111
  Loans and borrowings                                                                 581                -
  Other financial liabilities                                                            -              911
  Deferred tax liabilities                                                           2 941            2 146
                                                                                    53 633           53 168                                                                                                              
 Current Liabilities
  Loans and borrowings                                                                 153               96
  Trade and other payables                                                          81 348           29 906
  Current tax payable                                                                3 264            1 138
  Provisions                                                                         3 576            1 741
  Other financial liabilities                                                        2 217            3 643
                                                                                    90 558           36 524
 Total Liabilities                                                                 144 191           89 692
 Total Equity and Liabilities                                                      277 837          205 018
  Number of ordinary shares legally in issue, less treasury shares             158 116 771      160 241 950
  Net asset value per ordinary share (cents) (3)                                     84.52            71.97
  Net tangible asset value per ordinary share (cents) (3)                            43.68            35.94

(1)  Refer to supplementary note 2.
(2)  Foreign currency translation reserve (“FCTR”) relates to the translation of functional currency of foreign subsidiaries to
     the presentation currency of the Group.
(3)  Net asset value is calculated by dividing total equity, by the number of ordinary shares in issue, being number of
     shares legally in issue less treasury shares. Net tangible asset value is calculated by dividing total equity less contingent
     consideration asset less goodwill and intangible assets by the same number of ordinary shares legally in issue.

SUMMARISED CONSOLIDATED STATEMENT OF CASH FLOWS
                                                                                   Audited          Audited
 R’000                                                                           June 2016        June 2015
  Profit before taxation                                                            41 672              252
  Adjusted for non-cash items                                                       36 240           21 167
  Working capital changes                                                            2 698         (14 663)
 Cash generated from operations                                                     80 610            6 756
  Net finance cost                                                                 (3 679)          (1 438)
  Taxation paid                                                                   (22 754)          (6 245)
 Net cash from / (used in) operating activities                                     54 177            (927)
 Net cash used in investing activities (1)                                        (35 819)         (10 242)
 Net cash from / (used in) financing activities                                        638          (2 469)
  Net increase / (decrease) in cash and cash equivalents for the year               18 996         (13 638)
  Cash disposed as part of business disposal                                             -            2 332
  Cash and cash equivalents at the beginning of the year                            74 386           85 821
  Effect of exchange rate movement on cash balances                                  1 099            (129)
 Total cash and cash equivalents at end of the year                                 94 481           74 386

(1)  Refer supplementary note 3.




                                                                                                                    
SUMMARISED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

                                   Share capital       Share        Share      FCTR    Accumulated          Total 
                                             and     premium        based                     loss         equity
                                      preference                  payment
 R’000                                    shares                  reserve
 
 Balance at 1 July 2014                      898     231 151          123         -       (76 279)        155 893
  Total comprehensive income                   -           -            -         -        (5 124)        (5 124)
  for the year
  Shares repurchased -                       (1)           -            -         -       (35 839)       (35 840)
  Compart
  Share-based payment - new                    -           -          397         -             -            397
  issue of options
  Share options exercised                      -         114        (114)         -             -               -
 Balance at 30 June 2015                     897     231 265          406         -      (117 242)        115 326
  Total comprehensive income
  for the year:                                -           -            -      (299)        21 491         21 192
  - Profit for the year                        -           -            -         -         21 491         21 491
  - Foreign currency translation               -           -            -      (299)            -           (299)
  reserve
  Shares repurchased -                         -       (904)            -         -             -           (904)
  Poynting Empowerment Trust
  Share-based payment                          -           -        2 024         -             -           2 024
  charge for existing options
  Movement in treasury shares                  *     (3 992)            -         -             -         (3 992)
 Balance at 30 June 2016                     897     226 369        2 430      (299)      (95 751)      (133 646)

* Nominal amount – amount smaller than R1 000.
                                                                                                               
SEGMENTAL ANALYSIS
                                                                                                 Audited          Audited
 R’000                                                                                         June 2016        June 2015
 Continuing Operations
 Segmental revenue
  Alaris Antennas                                                                                117 294           88 394
  COJOT   (1)                                                                                     14 822                -
  Aucom                                                                                          116 383          104 640
                                                                                                 248 499          193 034
 Operating earnings before interest, tax, depreciation and amortisation (2)
  Alaris Antennas                                                                                 51 852           30 885
  COJOT (1)                                                                                        6 822                -
  Aucom                                                                                           25 733            8 523
  Corporate and consolidation                                                                    (9 058)         (12 546)
                                                                                                  75 349           26 862
 Profit / (loss) for the year
  Alaris Antennas                                                                                 33 910           20 944
  COJOT (1)                                                                                        5 193                -
  Aucom                                                                                           18 606            7 299
  Corporate and consolidation                                                                   (36 218)         (29 483)
                                                                                                  21 491          (1 240)
 Normalised earnings profit / (loss) after tax for the year (3)
  Alaris Antennas                                                                                 34 032           20 944
  COJOT (1)                                                                                        5 193                -
  Aucom                                                                                           18 828            7 299
  Corporate and consolidation                                                                    (9 240)          (8 277)
                                                                                                  48 813           19 966
 Discontinued Operations
 Segmental revenue
  Compart                                                                                              -           25 189
 Operating earnings before interest, tax, depreciation and amortization (2)
  Compart                                                                                              -          (1 855)
 Profit / (loss) for the year
  Compart                                                                                              -          (3 884)

 Continuing Operations
  Trading operating profit                                                                        67 557           17 752
  Depreciation and amortisation                                                                    7 790            9 110
 Operating earnings before interest, tax, depreciation and amortisation                           75 347           26 862

 Segment assets
  Alaris Antennas                                                                                 74 550           93 722
  COJOT                                                                                           48 764                -
  Aucom                                                                                           84 060           38 939
  Corporate and consolidation                                                                     70 463           72 357
                                                                                                 277 837          205 018
 Segment liabilities
  Alaris Antennas                                                                               (33 590)         (13 721)
  COJOT                                                                                         (13 099)                -
  Aucom                                                                                         (50 448)         (13 933)
  Corporate and consolidation                                                                   (47 054)         (62 038)
                                                                                               (144 191)         (89 692)

(1)   COJOT consolidated into Group results from 1 May 2016.
(2)   Operating EBITDA is trading operating profit per Statement of Profit and Loss excluding depreciation and
      amortisation.
(3)   The foreign exchange gain reflected in other income on the Statement of Profit and Loss was not adjusted for in
      normalised earnings in line with the definition thereof.


SUPPLEMENTARY NOTES
TO THE SUMMARISED CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 30 June 2016

1.   RECONCILIATION OF PROFIT / (LOSS) TO HEADLINE EARNINGS

                                                                      Total Operations          Continuing Operations
                                                                 Audited       Audited        Audited         Audited
                                                               June 2016     June 2015      June 2016       June 2015
  R’000
  Profit / (loss) from operations for the year                    21 491       (5 124)         21 491         (1 240)
  Impairment of goodwill                                               -        33 342              -          33 342
  Profit on disposal of discontinued operations                        -       (2 395)              -               -
  Tax on profit on disposal of discontinued operations                 -           976              -               -
  Earnings attributable to shares subject to recall                    -       (8 278)              -         (9 917)
 Headline earnings attributable to ordinary                       21 491        18 521         21 491          22 185
 shareholders


2.   FINANCIAL INSTRUMENTS CARRIED AT FAIR VALUE

The fair value of a financial instrument is the price that would be received for the sale of an asset or paid for the transfer
of a Iiability in an orderly transaction between market participants at the measurement date.

The existence of published price quotations in an active market is the best evidence of fair value and, where they exist,
they are used to measure the financial asset or financial liability. A market is considered to be active if transactions occur
with sufficient volume and frequency to provide pricing information on an ongoing basis. Financial instruments fair valued
using quoted prices would generally be classified as level 1 in terms of the fair-value hierarchy.

The carrying values of other financial assets and liabilities, trade and other receivables and payables and loans and
borrowings approximate their fair value. The Group measures currency futures at fair value using inputs as described in
level 1 of the fair value hierarchy.
                                                                                                               
Contingent consideration

Of the 66 million shares issued, 49.5 million shares were held as guarantee, to be released to the sellers as profit warranties
are met for the years ended 30 June 2014, 30 June 2015 and 30 June 2016, or recalled if warranties are not met in
aggregate.

In the 2015 financial year a contingent consideration asset of R22.2 million was recognised, equal to the estimated claw-
back of the original purchase price paid to the Aucom vendors should profit warranties not be achieved. The contingent
consideration asset was classified as a level 1 instrument.

Aucom achieved cumulative earnings of R38.5 million over the three year period putting them slightly ahead of the earn
out target of R38 million as stated in the sale of share agreement signed in 2014. Therefore, no shares are recallable as at
30 June 2016 and the contingent consideration asset of R22.2 million was adjusted through profit and loss.

3.   BUSINESS COMBINATION

As announced on SENS the Group 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”). All conditions
precedent to the Acquisition as per the agreement were fulfilled and the results of COJOT were included in the Group
results from 1 May 2016.

Identifiable net assets and liabilities acquired consist of:               Recognised         Fair value        Carrying
R’000                                                                          values        adjustments          amount

 Plant and equipment                                                            1 094                  -           1 094
 Intangible assets                                                                 17              7 027           7 044
 Inventories                                                                      133                  -             133
 Trade and other receivables                                                    3 701                  -           3 701
 Cash and Cash equivalents                                                     35 207                  -          35 207
 Deferred tax                                                                       -            (1 405)         (1 405)
 Current tax liability                                                          (278)                  -           (278)
 Trade and other payables                                                     (9 207)                  -         (9 207)
 Provisions                                                                     (261)                  -           (261)
 Total identifiable net assets                                                 30 406              5 622          36 028
 Goodwill                                                                                                         24 775
 Total purchase consideration                                                                                     60 803
 Less: cash acquired                                                                                            (35 207)
 Net cash outflow                                                                                                 25 596


Full year effect of COJOT                                                                  Revenue      Profit after tax
Reported                                                                                   248 499                21 491
Less: COJOT post acquisition                                                              (14 822)               (5 193)
                                                                                           233 677                16 298
Estimated impact of business combination (if acquired 1 July 2015)                          45 900                 6 900
                                                                                           279 577                23 198

4. STATEMENT OF COMPLIANCE

Alaris Holdings Limited is a South African registered company. This summarised consolidated financial statements comprise
of the Company and its subsidiaries.

The summarised consolidated financial statements are prepared in accordance with the requirements of the JSE Limited
Listings Requirements for preliminary reports, and the requirements of the Companies Act applicable to summarised
financial statements. The Listings Requirements require preliminary reports to be prepared in accordance with the
framework concepts and the measurement and recognition requirements of International Financial Reporting Standards
(IFRS) and the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and Financial
Pronouncements as issued by Financial Reporting Standards Council and to also, as a minimum, contain the information
required by IAS 34 Interim Financial Reporting.

BASIS OF PREPARATION
The accounting policies applied in the preparation of the consolidated financial statements from which the summarised
consolidated financial statements were derived are in terms of International Financial Reporting Standards and are
consistent with those accounting policies applied in the preparation of the previous consolidated annual financial
statements. The following standards and interpretations were in issue but not yet effective:

  -  IAS 16 and IAS 38 – Clarification of acceptable methods of depreciation and amortisation
  -  IFRS 15 – Revenue from contracts with customers
  -  IFRS 16 - Leases
  -  IFRS 9 – Financial instruments
  -  Improvement project to IFRSs 2012-2014 cycle:
        o IFRS 5 – Non-current assets held for sale and discontinued operations: changes in method of disposal
        o IFRS 7 – Financial instrument disclosure
        o IAS 19 – Employee benefits
        o IAS 34 – Interim financial reporting
  -  IFRS10, IFRS12 and IAS 28 – Investment entities: applying the consolidation exception
  -  IAS 1 – Disclosure initiative

Management is in the process of reviewing the impact of the above standards and interpretations in issue not yet
effective.

The summarised consolidated results have been presented on the historical cost basis except for the contingent
consideration asset and currency futures, which are fair valued. These results are presented in Rand, rounded to the
nearest thousand, which is the functional currency of Alaris and the Group presentation currency. These summarised
consolidated results incorporate the financial statements of the company, its subsidiaries and entities that, in substance,
are controlled by the Group. Results of subsidiaries are included from the effective date of acquisition up to the effective
date of disposal. All significant transactions and balances between Group entities are eliminated on consolidation.

The summarised consolidated financial statements for the year ended 30 June 2016 have been audited by KPMG Inc.,
who expressed an unmodified opinion thereon. The auditor also expressed an unmodified opinion on the annual financial
statements from which these summarised consolidated financial statements were derived.

A copy of the auditor’s report on the summarised consolidated financial statements and of the auditor’s report on the
annual consolidated financial statements are available for inspection at the company’s registered office, together with
the financial statements identified in the respective auditor’s reports.

The auditor’s report does not necessarily report on all of the information contained in the announcement. Shareholders
are therefore advised that in order to obtain a full understanding of the nature of the auditors’ engagement, they should
obtain a copy of the auditor’s report together with the accompanying financial information from the issuer’s registered
office.

The summarised consolidated financial statements were prepared under the supervision of the Group Financial Director,
Gisela Heyman CA(SA).

5.   SUBSEQUENT EVENTS
Other than mentioned in this report, there were no material subsequent events that required disclosure.
                                                                                                             
6.   GOING CONCERN
The directors have made an assessment of the ability of the Group and its subsidiaries to continue as going concerns and
have no reason to believe that the businesses will not be going concerns in the year ahead.
7.   DIRECTORATE
Mr Andries Mellet was appointed as alternate non-executive director on 8 October 2015. No further changes to the board
took place during the period under review, up to and including the date of this report.

By order of the board


Jürgen Dresel                                     Gisela Heyman
Group Chief Executive Officer                     Group Financial Director

12 September 2016
Johannesburg

                                                                                                           
ALARIS HOLDINGS LIMITED
(incorporated in the Republic of South Africa)
www.alarisholdings.co.za

Directors
Coen Bester*^ (Chairman), Nico de Waal^, Jürgen Dresel   #   (CEO), Villiers Joubert, Richard Willis*^, Andries Mellet^@,
Gisela Heyman (Financial Director)
*Independent ^Non-executive #German @Alternate

Business address and registered office
1 Travertine Avenue, N1 Business Park, Old Johannesburg Road, Centurion, 0157
(Private Bag X4, The Reeds, Pretoria, 0166)

Designated Adviser
Merchantec Capital
Registration Number 2008/027362/07
2nd Floor, North Block, Hyde Park Office Tower, Corner 6th Rd and Jan Smuts Ave, Hyde Park, 2196
(PO Box 41480, Craighall, 2024)

Company Secretary
Merchantec Proprietary Limited

Transfer Secretaries
Computershare Investor Services Proprietary Limited
Registration Number 2004/003647/07
Ground Floor, 70 Marshall Street, Johannesburg, 2001
(PO Box 61051, Marshalltown, 2107)

Auditors
KPMG Inc.

Bankers
Standard Bank

PRINCIPAL SUBSIDIARIES

Alaris Antennas Proprietary Limited
Registration Number 2013/048197/07

Alaris Antennas Division
Managing Director: Jürgen Dresel
1 Travertine Avenue, N1 Business Park, Old Johannesburg Road, Centurion, 0157
Tel +27 (0)11 034 5300
COJOT Oy
Registration Number 0620465-3

COJOT Division
Managing Director: Samu Lentonen
PL 59, 02271 Espoo, Finland
Tel +358 (0) 9 452 2334
African Union Communications Proprietary Limited
Registration Number 1999/000409/07

Aucom Division
Managing Director: Villiers Joubert
394 Cliff Avenue, Waterkloof Ridge X2, Pretoria
Tel +27 (0)12 001 8670




                                                                                                               

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