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Distribution of Circular and Notice of General Meeting
Alaris 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 AND NOTICE OF GENERAL MEETING
1. DISTRIBUTION OF CIRCULAR
Shareholders are referred to the “Disposal of African Union Communications Proprietary Limited (“Aucom”)
and Repurchase of Shares” announcement released on SENS on 23 December 2016, and are hereby
advised that the circular containing full details of the Disposal and Repurchase as well as the Specific
Repurchase, and incorporating a notice to convene a general meeting of Alaris shareholders (“General
Meeting”) in order to consider and, if deemed fit, to pass, with or without modification, the resolutions
necessary to approve the Disposal and Repurchase and Specific Repurchase (“the Circular”), has been
distributed today, 27 March 2017.
Capitalised terms used in this announcement and that are not otherwise defined, bear the meanings
ascribed to them in the Circular. Shareholders are advised to review the Circular for detailed information
regarding the Disposal and Repurchase and Specific Repurchase. The Circular will be available on the
Company’s website at: www.alarisholdings.com.
2. NOTICE OF GENERAL MEETING
Notice is hereby given that the General Meeting will be held at 10:00 on Friday, 28 April 2017 at 1 Travertine
Avenue, N1 Business Park, Old Johannesburg Road, Centurion for purposes of considering and, if deemed
fit, to pass with or without modification, the business stated in the notice of General Meeting, which is
contained in the Circular.
The Board has determined that, in terms of section 62(3)(a), as read with section 59 of the Companies Act,
the record date for the purposes of determining which shareholders of the Company are entitled to receive
notice of the General Meeting is Friday, 17 March 2017 and only shareholders who are registered in the
securities register of the Company on Friday, 21 April 2017, will be entitled to participate in and vote at the
General Meeting. Accordingly, the last day to trade in Alaris shares in order to be recorded in the Register in
order to be entitled to attend, participate in and vote at the General Meeting is Tuesday, 18 April 2017.
3. IMPORTANT DATES AND TIMES
Shareholders are referred to the table below setting out important dates and times in relation to the Disposal
and Repurchase and Specific Repurchase.
Record date to determine which Shareholders are eligible to receive this
Circular (including the notice convening the General Meeting) Friday, 17 March 2017
Circular posted to Shareholders (including the notice convening the
General Meeting) on Monday, 27 March 2017
Last day to trade in Alaris Shares in order to be eligible to attend,
participate in and vote at the General Meeting on Tuesday, 18 April 2017
General Meeting Record Date for Shareholders to be recorded in the
Register in order to be eligible to attend, participate in and vote at the
General Meeting Friday, 21 April 2017
Last day to lodge Forms of Proxy in respect of the General Meeting with
Transfer Secretaries by 10:00 on Tuesday, 25 April 2017
Last date and time for Shareholders to give notice to Alaris in terms of
section 164 of the Companies Act objecting to the special resolution
necessary to authorise the Specific Repurchase to be considered at the
General Meeting by no later than 10:00 on Friday, 28 April 2017
Forms of Proxy not lodged with the Transfer Secretaries to be handed to
the chairperson of the General Meeting before 10:00 on Friday, 28 April 2017
General Meeting of Shareholders to be held at 10:00 on Friday, 28 April 2017
Results of General Meeting released on SENS on or about Friday, 28 April 2017
If the Specific Repurchase is approved by Shareholders at the General
Meeting:
Last date for Shareholders who voted against the First Repurchase or the
Second Repurchase to require Alaris to seek court approval for the First
Repurchase or the Second Repurchase in terms of section 115(3)(a) of the
Companies Act (where applicable) on Monday, 8 May 2017
Last date for Shareholders who voted against the First Repurchase or the
Second Repurchase to apply to court for leave to apply for a review of the
First Repurchase or the Second Repurchase in terms of section 115(3)(b)
of the Companies Act on Monday, 15 May 2017
Last date for Alaris to send objecting Shareholders notices of the adoption
of the special resolution approving the First Repurchase or the Second
Repurchase, in accordance with section 164(4) of the Companies Act, on Monday, 15 May 2017
Specific Repurchases implemented on or about
(Assuming that neither court approval nor the review of the First
Repurchase or the Second Repurchase are required) Wednesday, 31 May 2017
Expected date for the delisting from the JSE of the Alaris Shares
repurchased in terms of the Specific Repurchases from the commencement
of trading on the JSE on Friday, 2 June 2017
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 take place three Business Days after such trade.
Therefore, persons who acquire Alaris Shares after the last day to trade in order to be eligible to
vote at the General Meeting, namely Tuesday, 18 April, will not be able to vote thereat.
3. Shareholders who wish to exercise their Appraisal Rights are referred to Annexure 5 to the
Circular for purposes of determining the relevant timing for the exercise of their Appraisal Rights.
4. A Shareholder may submit the Form of Proxy at any time before the commencement of the
General Meeting (or any adjournment of the General Meeting) or hand it to the chairperson of the
General Meeting before the General Meeting (or any adjournment of the General Meeting),
provided that, should a Shareholder lodge the Form of Proxy with the Transfer Secretaries less
than 48 hours before the General Meeting, a Shareholder will also be required to furnish a copy of
such Form of Proxy to the chairperson of the General Meeting before the appointed proxy
exercises any of such Shareholder’s rights at the General Meeting (or any adjournment of the
General Meeting).
5. If the General Meeting is adjourned or postponed, Forms of Proxy submitted for the initial General
Meeting will remain valid in respect of any such adjournment or postponement.
6. All times given in this Circular are local times in South Africa.
4. 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, located at 1 Travertine Avenue, N1 Business Park, Old Johannesburg
Road, Centurion, and at the offices of the Company’s Transaction Advisor and Transaction Sponsor (PSG
Capital Proprietary Limited), located 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 Advisor (Merchantec Capital), located at 2nd Floor, North Block, Hyde
Park Office Tower, Corner 6th Road and Jan Smuts Avenue, Hyde Park, Johannesburg, 2196 from today,
27 March 2017 up to and including Wednesday, 28 April 2017, being the date of the General Meeting.
Johannesburg
27 March 2017
Transaction Advisor and Transaction Sponsor
PSG Capital
Designated Advisor
Merchantec Capital
Date: 27/03/2017 04:19:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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