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.

Click here to view the full circular

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.

Click here to read the full statement

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.

Click here to read the full SENS Announcement

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.

Click here to view the PDF

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.

 

Alaris Holdings releases solid annual results for the year

Centurion, 19 September 2017. Local JSE AltX listed technology holding company, Alaris Holdings (Alaris), released their annual financial results on the 19th of September. The continuing operations performed satisfactorily during the financial year, against the backdrop of a strong year last year and the strengthening Rand.

Highlights:

  • Revenue from continuing operations increased by 21% from R132.1 million to R159.4 million.
  • Normalised earnings from continuing operations decreased by 26% from R31.5 million to R23.4 million mainly due to the net foreign exchange loss in this period
  • Net cash from operating activities of R13.1 million for the year.
  • Repurchased a total of 40 million shares from Aucom management as part of the Aucom disposal transaction.
  • Shares in issue (less treasury shares) reduced to 116.1 million at year end.

“Revenue from continuing operations increased by 21%, which was supported by the acquisition of COJOT.  Operations performed satisfactorily in a challenging environment and despite the stronger Rand.  All is on track with a focused IP strategy and the synergies between Alaris and COJOT.”, says group CEO, Juergen Dresel.

Segmental Overview

Alaris Antennas designs, manufactures and sells specialised broadband antennas as well as other related radio frequency products. Revenue was up 5% and profit after tax increased from R33.9m to R34.9 million.

Alaris Antennas continued to be a leader in product innovation, adding 74 new products to its portfolio in the financial year to support future top line growth.  “To ensure that we remain agile and are able to adopt to our client’s needs in a quick and responsive way as the business grows, we have implemented various measures to ensure that our multi-disciplinary teams are working on a common goal to deliver high quality products”, Dresel remarks.

COJOT Oy is a Finnish based company which develops innovative broadband antennas to improve connectivity, coverage and competitiveness of radio equipment deployed to save lives and protect property. It contributed revenue of R36.3 million and profit after tax of R3.9 million. “A €1 million order from Europe was delayed and only received in June 2017, resulting in a lower than expected performance for the financial year ended 30 June 2017. This order will be delivered in the first half of the 2018 financial year, which will provide an excellent start to the year”, says Dresel.

Prospects

Alaris Antennas is diversifying territories and entering into new market segments where the Company’s core competencies find application. Management believes the business has significant potential for organic, as well as acquisitive growth where there is a complimentary opportunity in markets and products.

For Alaris Antennas, organic growth is stimulated and achieved through understanding customers’ needs and adding new innovative products to the portfolio.

A couple of projects are underway to improve Alaris’ operational scalability.

“The opportunities we have been involved in this past financial year have increased in size and relate to a wider geographical diversity. This supports our strategy of global growth and the diversification of our product portfolio” says Dresel.

 

Having the products designed locally by a team of engineers and manufactured at the Alaris premises in Centurion, distinguishes the business from value added resellers and makes Alaris competitive in the global market. This results in 86% of the revenue being received from exports.

COJOT is a customer intimate business where new product development is centered around the customer’s needs.

The business is complemented by partnerships with contract manufacturers and a professional service provider network to enable sustainable growth.  

Investment into an inhouse accounting function, a standardised ERP and the planned CRM solution across the Group will further improve transparency and cohesive interaction between the various teams globally.

The Alaris and COJOT businesses are complimentary and the combined operations will allow existing customers to receive an improved service as well as an expanded product portfolio. “The integration of the sales capability and product portfolio of the COJOT and Alaris teams resulted in cross-selling of R2 million. Capitalizing on the synergies between the two companies, as well as cross-selling opportunities will remain a priority in the year ahead”, mentioned Dresel.

International expansion is an important part of the Group’s global strategy and management will remain on the lookout for further opportunities to increase the global footprint with specific focus on the United States.

For media related enquiries and interview opportunities with Alaris CEO, Juergen Dresel, please contact:

Sonja Balt

Alaris Holdings

E-mail: sonja.balt@alaris.co.za or investor@alarisholdings.com

Telephone: +27 11 034 5300