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Finalisation announcement in respect of the Scheme of Arrangement and delisting
ALVIVA HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number: 1986/000334/06)
Share code: AVV ISIN: ZAE000227484
("Alviva" or the "Company")
FINALISATION ANNOUNCEMENT IN RESPECT OF THE SCHEME OF ARRANGEMENT AND DELISTING
1. INTRODUCTION
1.1 Unless otherwise defined herein, capitalised words and terms contained in this announcement shall bear the same meanings ascribed thereto in
the circular dated 23 December 2022 ("the Circular").
1.2 Shareholders of Alviva ("Shareholders") are referred to the Circular, regarding a Scheme of Arrangement in terms of section 114(1)(c), read
with section 115, of the Companies Act, proposed by the Alviva Board between Alviva and Alviva Shareholders and the Delisting of all the Alviva
Shares from the JSE pursuant to the implementation of the Scheme.
2. FULFILMENT OF SCHEME CONDITIONS
2.1 Shareholders are advised that all the Scheme Conditions have been fulfilled on 17 February 2023. Accordingly, the Scheme has become unconditional
and will be implemented per the dates and times below.
3. SALIENT DATES AND TIMES
The salient dates and times in relation to the implementation of the Scheme remain as set out in the Circular. The relevant dates and times are
repeated below for ease of reference:
Scheme Finalisation Date announcement released on SENS Monday, 20 February 2023
Scheme Finalisation Date announcement to be published in the South African press Tuesday, 21 February 2023
Scheme last day to trade Tuesday, 28 February 2023
Trading in Alviva Shares on the JSE suspended from commencement of trade on Wednesday, 1 March 2023
Scheme Record Date to be recorded in the Register in order to receive the Scheme Consideration Friday, 3 March 2023
Scheme Implementation Date Monday, 6 March 2023
Scheme Consideration payment to Dematerialised Alviva Shareholders to take place Monday, 6 March 2023
Scheme Consideration payment to Certificated Alviva Shareholders to take place
(assuming surrender of Documents of Title and duly completed Forms of Surrender and Transfer) Monday, 6 March 2023
Termination of listing of Alviva Shares on the JSE at commencement of trade on Tuesday, 7 March 2023
4. RESPONSIBILITY STATEMENT
4.1 The independent board individually and collectively accepts full responsibility for the accuracy of the information contained in this
announcement. In addition, the independent board certifies that to the best of its knowledge and belief, the information contained in this
announcement solely pertaining to the Company is true and, where appropriate, does not omit anything that is likely to affect the importance of
the information contained herein, and that all reasonable enquiries to ascertain such information have been made.
4.2 The Board of Directors of Alviva accepts responsibility for the information contained in this announcement. To the best of the Board’s knowledge
and belief, the information contained in this announcement is true and nothing has been omitted which is likely to affect the importance of the
information.
Midrand
20 February 2023
Corporate advisor and transaction sponsor to Alviva: Bravura Capital Proprietary Limited
Legal advisor to Alviva: Tugendhaft Wapnick Banchetti and Partners
Sponsor: Deloitte & Touche Sponsor Services Proprietary Limited
Legal advisor to the Consortium: Webber Wentzel
Financial advisor, Bookrunner and Mandated Lead Arranger to the Consortium
and BidCo: Absa Corporate and Investment Banking, a division of Absa Bank
Limited
Date: 20-02-2023 12:06:00
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