COMBINED CIRCULAR TO ALARIS SHAREHOLDERS

Relating to:
• a scheme of arrangement in terms of section 114(1) of the Companies Act, proposed by the Alaris Board between Alaris and Alaris Shareholders, and to which the Consortium is a party, in terms of which, if successfully implemented, the Consortium will inter alia acquire all of the Exit Election Shares from the Scheme Participants for a cash consideration of R4.20 per Share;
• concurrently with the Scheme, a Standby Offer, which Standby Offer will become effective if a Standby Offer Trigger Event occurs, subject to the Standby Offer Conditions; and
• the possible delisting of all Alaris Shares from the Alternative Exchange of the JSE if the Scheme becomes Operative and the JSE approves the delisting pursuant to the approval of the Scheme Delisting Resolution or if the Standby Offer becomes Operative and the JSE approves the delisting pursuant to the approval of the Standby Offer Delisting Resolution;

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FIRM INTENTION ANNOUNCEMENT TO MAKE AN OFFER TO ALARIS SHAREHOLDERS AND THE DELISTING OF ALARIS FROM THE JSE

Further to the announcement of the intention to delist, the options for shareholders are noted in the attached.

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ALARIS HOLDINGS TO CONSIDER DELISTING FROM THE JSE ALTX

The Consortium and Alaris believe that there is limited benefit for Alaris being listed on the JSE, having
not garnered sufficient institutional shareholder support to justify the limitations imposed by the
regulatory processes and the compliance- and other costs associated with and incidental to being listed
on the JSE.

Read the press release here

Business Day Article – Alaris bet on Linwave pays off

We released our 2021 financial results and are pleased with the performance of the subsidiaries in the group. The collective effort of these companies has seen a 35% increase in revenue and a 50% increase in profit.

Business Day posted a great article about our performance. You can read the article here.

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Leading global radio frequency group Alaris Holdings welcomes UK based Linwave Technology into the fold

South African based Alaris Holdings has long been on the lookout for opportunities to widen its already substantial footprint. A specialist in the RF (radio frequency) technology field, the company has grown from a small consulting service into a powerhouse, globally recognised for its extensive expertise and continuous development of intellectual property.

The Alaris Holdings Group currently consists of four entities – Alaris Antennas (based in South Africa), COJOT (based in Finland), and mWAVE Industries and Alaris USA (based in Maine, USA). With the acquisition, the Group increases its global footprint even further, boding well for future growth.

UK based Linwave Technology was founded in 2003 and focuses on the design and manufacture of  RF/microwave components and subsystems. The company supplies its advanced and customised products across multiple markets, from defence, avionics, marine, industrial, satcom and healthcare to space, wireless, transport and security. Their extensive RF/microwave capabilities were a great attraction for the Alaris Group, as was the prospect of widening its scope into other markets from its core in the defence segment.

Alaris Holdings Group CEO, Juergen Dresel, has indicated previously that Alaris set out to complement the Group with strong RF/microwave electronics design and RF assembly capabilities. Linwave Technology fits this strategic requirement like a glove. A share purchase agreement was signed on Friday 26 February, with the same effective date.

“Linwave will contribute greatly to the diversification of various elements in the Group, adding new products, new customers, new territories and new market segments like medical and aviation. There is no doubt that this will lead to some great cross-selling opportunities within the Group,” stated Juergen Dresel.

While Linwave already boasts an expert skillset in the RF/microwave field, Chris Carr, Linwave’s Sales Director, said that they are “excited to become part of an international group of companies, thereby exploiting synergies to create new business opportunities.” He added that “the acquisition will provide an opportunity to integrate our RF/microwave electronics technology with the core antenna business of Alaris, to produce cutting edge and advanced system solutions to our combined customer base.”

The acquisition is a watershed for both the Alaris Holdings Group and Linwave Technology. The Alaris Holdings subsidiaries have developed their product range over the years from a components-based offering to more complete antenna systems solutions. By adding a strong competency in RF/microwave electronics design and manufacture, which complement the product offering, the Group and its subsidiaries will be well-positioned to take a distinctive lead in a niche market. Moreover, it is expected that Alaris’s established global footprint will assist Linwave in its drive to fulfil export potential and support a wider customer base outside the UK.

The companies share very similar value systems – centred around the customer – providing dedicated engineering teams driven by an open, honest interest in supporting their customers’ needs and providing world class RF and microwave technologies for specialised requirements and harsh environments.

Ian Duke, Managing Director of Linwave Technology, noted that “the management team and shareholders of Linwave are excited about the future of the business” and confirmed that “Linwave is proud to be able to add value to the already advanced Alaris products by means of our intellectual property.”

Mr Dresel added that “the plan is that Linwave becomes the ‘go-to place’ for RF/microwave design and developments required within the Group”, concluding that “by Linwave becoming part of the ALH Group of companies, (it) will allow us to become more system orientated. This enables us to strategically move up vertically in the value chain.”

Following its normal approach, Alaris will make no changes to the Linwave management team. Linwave will join its sister companies, COJOT and mWAVE under the Alaris UK Investment holdings entity, and the Linwave board will remain majority manned by UK residents.

Alaris Holdings Ltd Trading Statement

In terms of the JSE Limited Listings Requirements, a listed company is required to publish a trading statement as soon as it becomes reasonably certain that the financial results for the next period to be reported on will differ by 20% or more from the financial results for the previous corresponding period.

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Appointment of MD at mWAVE LLC

It is with appreciation and excitement that we introduce a new chapter at mWAVE, a subsidiary of Alaris Holdings Ltd, with the appointment of a successor managing director.

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New COO at Alaris Antennas to focus on quality on time

It is with excitement that we introduce a new chapter on the operations side at Alaris Antennas, with the appointment of Jacques Steyn as the new Chief Operating Officer.

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Alaris Holdings expands at Group level amidst the challenging Covid pandemic

Whilst we read daily about the devastating impact which Covid-19 has on the economy and businesses worldwide, Alaris Holdings is grateful to be in a position to announce an expansion of the team at Group level.
Alaris Holdings Limited is a Radio Frequency technology holding company listed on the JSE AltX since July 2008. The group has a global footprint and consists of Alaris Antennas, based in Centurion (South Africa), COJOT in Helsinki (Finland), mWAVE and Alaris USA, who are both based in Windham (Maine, USA).

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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