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Distribution Of Integrated Annual Report, No Change Statement, B-BBEE Compliance Report, Notice Of Annual General
Alviva Holdings Limited
(Incorporated in the Republic of South Africa)
Registration number 1986/000334/06
Share Code: AVV
ISIN: ZAE000227484
(“Alviva” or “The Company”)
DISTRIBUTION OF INTEGRATED ANNUAL REPORT, NO CHANGE STATEMENT, B-BBEE
COMPLIANCE REPORT, NOTICE OF ANNUAL GENERAL MEETING (“AGM”) AND SPECIFIC SHARE
REPURCHASE CIRCULAR
NO CHANGE STATEMENT
Shareholders are advised that the Integrated Annual Report (“IAR”), which includes the Corporate Governance
Report, Sustainability Report, Directors’ Report, the Audit and Risk Committee Report, the consolidated and
separate audited Annual Financial Statements for the year ended 30 June 2018 (“AFS”), and the notice of
AGM, including the Specific Repurchase Circular, is being distributed to shareholders today, Friday, 28
September 2018.
There has been no change from the preliminary reviewed condensed consolidated financial results for the year
ended 30 June 2018 that were released on SENS on 5 September 2018. Shareholders are further advised
that the IAR, incorporating the reports as described above, is available on the Alviva website
(https://alvivaholdings.com/report/june-2018-2/).
B-BBEE COMPLIANCE REPORT
In accordance with paragraph 16.21 (g) and Appendix 1 to Section 11 of the JSE Listings Requirements, notice
is hereby given that the Company’s annual compliance report in terms of section 13G(2) of the Broad-Based
Black Economic Empowerment Act has been issued and its B-BBEE certificate is available on the Company’s
website (https://alvivaholdings.com/report/bee-certification/).
NOTICE OF THE ANNUAL GENERAL MEETING
Notice is hereby given that the AGM of the Company will be held on Wednesday, 21 November 2018 at 14:00
(South African time), at the registered offices of Alviva at “The Summit”, 269 16th Road, Randjespark, Midrand
to transact business as stated in the notice of AGM, which forms part of the 2018 IAR.
The salient dates and times for the AGM are set out below:
ACTION/EVENT 2018
Record date to receive notice of the AGM Friday, 21 September
Notice of AGM to be distributed to shareholders and announced on SENS Friday, 28 September
Last day to trade to be recorded in the register on the record date for
Tuesday, 13 November
participation in the AGM
Record date to participate in and vote at the AGM Friday, 16 November
To facilitate administration, it would be appreciated if proxies can be received
Monday, 19 November
by the transfer secretaries by 14:00 on
Last day for lodging forms of proxy by 14:00 on Wednesday, 21 November *
Last day for giving notice in terms of section 164 of the Companies Act
objecting to the special resolution necessary to authorise the Specific Wednesday, 21 November
Repurchase Tranche 2 by 14:00 on
AGM at 14:00 on Wednesday, 21 November
Results of AGM released on SENS on Wednesday, 21 November
Results of AGM published in the South African press on Thursday, 22 November
* Any form of proxy not delivered to the transfer secretaries by this time may be handed to the Chairperson of
the AGM prior to the commencement of the AGM.
SPECIFIC REPURCHASE OF TREASURY SHARES
Shareholders are referred to the SENS announcement dated 29 August 2018 where they were advised that
Alviva concluded a share repurchase agreement on 28 August 2018 with Alviva Treasury Services Proprietary
Limited, a subsidiary of Alviva, for the repurchase of ordinary shares held by Alviva Treasury Services as
treasury shares, (“Specific Repurchase Tranche 2”).
The Circular relating to the Specific Repurchase Tranche 2 is incorporated into the IAR as Annexure A1. The
notice of AGM includes, inter alia, a special resolution relating to a Specific Repurchase Tranche 2 to be
proposed at the AGM. The important dates and times relating to the Specific Repurchase Tranche 2 are as
follows:
ACTION/EVENT 2018
Specific Repurchase Tranche 2 announcement published on SENS on Wednesday, 29 August
Specific Repurchase Tranche 2 announcement published in the South African
Thursday, 30 August
press on
Record date to determine which Shareholders are entitled to receive the 2018
Integrated Annual Report (incorporating the Notice of 2018 AGM and the Friday, 21 September
Specific Repurchase Tranche 2 Circular) on
2018 Integrated Annual Report (incorporating the Notice of 2018 AGM and the
Friday, 28 September
Specific Repurchase Tranche 2 Circular) distributed to Shareholders on
Salient dates announcement published in the press Monday, 1 October
Last day to trade for Shareholders to be recorded in the Register on the record
Tuesday, 13 November
date
Record date to determine which Shareholders are entitled to participate in and
Friday, 16 November
vote at the 2018 AGM on
Last date and time (14:00) by when forms of proxy must be submitted to the
Monday, 19 November
Transfer Secretaries (note 2)
Last date and time for Shareholders to give notice to Alviva in terms of section
164 of the Companies Act objecting to the special resolution necessary to
Wednesday, 21 November
authorise the Specific Repurchase Tranche 2 to be considered at the AGM
(see note 5 below) by 14:00 on
2018 AGM held at 14:00 on Wednesday, 21 November
Results of the 2018 AGM published on SENS on Wednesday, 21 November
Results of the 2018 AGM published in the South African press on Thursday, 22 November
If the Scheme is approved by Alviva shareholders at the AGM with sufficient
voting rights such that no shareholder may require the Company to obtain
Court approval for the Scheme as contemplated in section 115(3)(a) of the
Companies Act:
Last day for shareholders who voted against the Scheme to require Alviva to
seek Court approval in terms of section 115(3) (a) of the Companies Act, if at Thursday, 29 November
least 15% of the total votes of shareholders at the AGM were exercised against
the Scheme – AGM +5 business days
Last day for Alviva to send notice of adoption of special resolution to dissenting
Thursday, 6 December
shareholders, in accordance with Section 164(4) of the Companies Act – AGM
+10 business days
Last date on which shareholders can make application to the Court in terms of
Thursday, 6 December
section 115(3)(b) of the Companies Act on (10 business days after the AGM)
If no shareholders exercise their rights in terms of section 115(3)(b) of the
Companies Act, then the following are the anticipated relevant dates and times:
Date on which the conditions are expected to have been fulfilled, or waived as
the case may be, being the final date on which finalisation date announcement Friday, 7 December
expected to be released on SENS on
Finalisation date announcement expected to be published in the press on Monday, 10 December
Specific Repurchase Tranche 2 implemented on Monday, 10 December
Expected date for the delisting from the JSE of the shares repurchased in
terms of the Specific Repurchase Tranche 2 from the commencement of Tuesday, 11 December
trading on the JSE on or about
Notes:
1. All dates and times set out above are subject to change and/or may be subject to certain regulatory
approvals being granted. Any change to the aforementioned dates and times will be published on
SENS and in the South African press.
2. A form of proxy may also be handed to the Chairperson of the AGM before the commencement of the
meeting. However, to facilitate administration, it would be appreciated if proxies can be received
by the Transfer Secretaries by 14:00 on Monday, 19 November 2018.
3. If the AGM is adjourned or postponed to a later time and/or date, the above dates and times will
change, but the applicable form of proxy submitted for the relevant AGM will remain valid in respect of
any postponement prior to convening, adjournment or postponement of that AGM.
4. All times given in the Circular are local times in South Africa.
5. Shareholders are referred to Annexure 3 of the Circular (which contains a summary of Dissenting
Shareholders’ Appraisal Rights regarding rights afforded to Shareholders, the exercise of which may
affect the above indicated important dates and times).
Midrand
28 September 2018
Sponsor
Deloitte & Touche Sponsor Services (Pty) Ltd
Legal Advisor
Tugendhaft Wapnick Banchetti and Partners
Independent Expert
St John Capital (Pty) Ltd
Date: 28/09/2018 02:04:00 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.
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