ALVIVA HOLDINGS LIMITED - Acquisition Of The Synerg Group - Update

Acquisition Of The Synerg Group - Update

ALVIVA HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number 1986/000334/06)
Share code: AVV ISIN: ZAE000227484
(“Alviva”)


ACQUISITION OF THE SYNERG GROUP - UPDATE


Shareholders are referred to the SENS announcement dated 13 June 2019, which provided
that Alviva, through its subsidiary DCT Holdings Proprietary Limited (“DCT”), entered into a
sale of shares agreement to acquire 70% of the issued share capital of SynergERP Proprietary
Limited (“Synerg SA”) (“the Acquisition”).

On Tuesday, 16 July 2019, an addendum to the original sale of shares agreement was
concluded by the parties, primarily to amend the purchase price payable by DCT for the
Acquisition.

.   The purchase price for a 70% shareholding in Synerg SA, is payable in cash in two
    instalments.

.   Payment 1 has reduced to R55.4 million (previously R63.1 million). This payment is
    payable on the closing date of the transaction, expected to be on Friday, 19 July 2019
    (“Closing Date”).

.   Payment 2 is calculated with reference to a price formula being:

               o   (the actual after tax profits achieved by Synerg SA and its subsidiaries
                   SynergIT (Pty) Limited and Synerg300 (Pty) Limited, in respect of the
                   financial year ending 31 December 2019, multiplied by a PE of 8.7 and
                   multiplied by 70%) less Payment 1.

    Payment 2 will be made on the completion of the 2019 audited accounts.

.   The maximum purchase price payable by DCT in respect of the 70% acquisition of Synerg
    SA is R108 million.

.   Although the total purchase price payable in terms of the original and the revised
    transaction may yield similar results, the new transaction structure put more weighting
    on future performance than the previous structure.

The acquisition of Synerg SA will be effective from 1 July 2019. The last of the conditions
precedent to the Acquisition has been fulfilled on Tuesday, 16 July 2019. The Acquisition will
be implemented on the Closing Date.

Save as disclosed above, there has been no significant change and no significant new
matter that has arisen since publication of the previous announcement.



Johannesburg
17 July 2019
Legal Adviser: Tugendhaft Wapnick Banchetti and Partners

Sponsor: Deloitte & Touche Sponsor Services (Pty) Ltd

Date: 17/07/2019 09:46:00
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