Alaris Holdings Circular – December 2018

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

The definitions and interpretations commencing on page 4 of this Circular apply mutatis mutandis throughout this Circular including the cover page.

ACTION REQUIRED

Shareholders are referred to page 2 of this Circular, which sets out the action required of them with regard to the General Meeting. If you are in any doubt as to the action that you should take, please consult your CSDP, Broker, banker, legal advisor, accountant or other professional advisor immediately. If you have disposed of all of your Shares, this Circular and the Form of Proxy should be forwarded to the purchaser to whom, or the CSDP, Broker or agent through whom, you disposed of your Shares.

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Fulfillment of Conditions Precedent to the Acquisition of mWAVE Industries LLC and Withdrawal of Cautionary Announcement

Shareholders are referred to the announcement on 21 May 2018 and the cautionary announcements released on SENS, the latest of which was released on 14 August 2018, advising that Alaris, through its subsidiary, Alaris Investment Holdings UK Limited, signed a membership interest purchase agreement for the acquisition of all of the issued and outstanding membership interests of a limited liability company based in the USA from a consortium of sellers, the full details of which have not yet previously been disclosed.

Click here to read the full SENS Announcement

ALH Trading statement

In terms of the Listings Requirements of JSE Limited, companies are required to publish a trading statement as soon as they become reasonably certain that the financial results for the period to be reported on will differ by more than 20% from that of the previous corresponding period.

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Further Cautionary Announcement

Shareholders are referred to the cautionary announcement released on SENS on 21 May 2018, advising that the Company had signed a membership interest purchase agreement, the full details of which have not been disclosed.

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Dominating a Niche – The CEO Magazine Article

Recently we were contacted by The CEO Magazine, who wanted to do an article on the CEO of Alaris.  This is an international magazine, with its headquarters based in Sydney, Australia and with regional offices in Stockholm, Singapore and the Philippines. The article was written by Daniel Herborn from The CEO Magazine.

Headquartered in the South African city of Centurion, Alaris Antennas produces radio frequency products,  including custom antenna equipment. The products are used in electronic warfare, defence, homeland security, communication and frequency spectrum monitoring, as well as other specialised market sectors.

To read the full article, and to download a PDF copy of the article as published in The CEO Magazine, please click here

Acquisition of US Based Company and Cautionary Announcement

Shareholders are hereby notified that on 21 May 2018, Alaris, through its subsidiary, Alaris Investment Holdings UK Limited (“Alaris UK”), signed a membership interest purchase agreement (“MIPA”) for the acquisition of all of the issued and outstanding membership interests of a limited liability company based in the USA (“Target Company”) from a consortium of sellers (“Sellers”) (the “Acquisition”).

Click here to read the full SENS Announcement

Appointment to the Board of Directors

In compliance with section 3.59 of the JSE Listings Requirements, shareholders are advised of the appointment of Mr Carel van der Merwe as an independent non-executive director of the board with effect from 1 June 2018.

Mr van der Merwe Hons. B. Eng (Electronics) (Stellenbosch), started his career as a radio frequency development engineer and gained his first international experience by working in Germany from 1984 to 1986.

In 1996 he was appointed as Managing Director of GEW Technologies who is active in the field of providing radio communication system solutions to international customers. He has held this position until his retirement in April 2018.

The Board welcomes Carel and looks forward to his contributions.

Alaris Holdings Limited Interim Financial Results for the six months ending December 2017

Highlights

  • Revenue from continuing operations increased by 21% from R84.7 million to R102.6 million.
  • Headline earnings per share from continuing operations increased by 125% from 8.26 cents to 18.62 cents
  • Normalised earnings from continuing operations increased by 67% from R13.0 million to R21.7 million.
  • Net cash from operating activities increased by R33.3 million from an outflow of R14.9 million to an inflow of R18.4 million for the half year.

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Alaris Holdings Limited Trading Statement

In terms of the Listings Requirements of JSE Limited, companies are required to publish a trading statement as soon as they become reasonably certain that the financial results for the period to be reported on will differ by more than 20% from that of the previous corresponding period.

Accordingly, a review of the financial results for the six months ended 31 December 2017 by management has indicated that:

  • the basic earnings per share (“EPS”) and headline earnings per share (“HEPS”) are expected to be between 18.0 cents and 19.21 cents, reflecting an increase of between 198% and 218% compared to the EPS and HEPS of 6.04 cents for the six months ended 31 December 2016; and
  • the normalised earnings per share is expected to be between 18.1 cents and 19.27 cents, reflecting an increase in normalised earnings per share of between 198% and 218% compared to the normalised earnings per share of 6.06 cents for the six months ended 31 December 2016.

Shareholders are reminded that the Aucom business was classified as a discontinued operation in the prior period. The normalised earnings per share for continuing operations is expected to be between 18.1 cents and 19.27 cents, reflecting an increase in normalised earnings per share of between 119% and 133% compared to the normalised earnings per share of 8.26 cents for the six months ended 31 December 2016.

The financial information on which this trading statement is based has not been reviewed or reported on by Alaris’ auditors. Alaris’ interim financial results are expected to be released on SENS on or about 26 February 2018.