AEL: ALLIED ELECTRONICS CORPORATION LIMITED - Disposal by Altron of its interest in The Powertech Transformers Group to a Consortium
Disposal by Altron of its interest in The Powertech Transformers Group to a Consortium
Allied Electronics Corporation Limited
(Registration number 1947/024583/06)
(Incorporated in the Republic of South Africa)
Share code: AEL ISIN: ZAE000191342
("Altron" or "the Company")
DISPOSAL BY ALTRON OF ITS INTEREST IN THE POWERTECH TRANSFORMERS GROUP
TO A CONSORTIUM COMPRISING POWER MATLA PROPRIETARY LIMITED ("POWER
MATLA"), POWER MATLA TRANSFORMERS PROPRIETARY LIMITED AND SGB-SMIT GmbH
("SGB-SMIT") (COLLECTIVELY REFERRED TO AS "THE CONSORTIUM")
Shareholders are advised that Altron, through various of its subsidiaries ("the Altron group"), has
entered into a Share Sale Agreement on 15 November 2017 ("the Agreement") with the Consortium,
whereby it will dispose of the Altron group´s 80% interest and all its financing in Powertech
Transformers Proprietary Limited ("Powertech Transformers") to the Consortium on terms and
conditions more fully set out in the Agreement and as summarised below ("the Transaction"). Power
Matla currently holds a 17.5% interest in Powertech Transformers.
The salient terms and conditions of the Transaction are as follows:
- on the closing date of the Transaction, SGB-Smit will advance R250 million to Powertech
Transformers, who will in turn repay the amount towards the debt provided to Powertech
Transformers by the Altron group;
- the members of the Consortium will purchase the Altron group´s 80% interest and the balance
of financing provided to Powertech Transformers as at the closing date for a nominal
- any cash in Powertech Transformers at the closing date will be repaid to the Altron group to
the extent of any financing provided to Powertech Transformers by the Altron group from 1
- the Altron group may provide Powertech Transformers with a new three-year, R100 million
loan facility on commercial terms and secured against Powertech Transformers´ properties
with effect from the closing date;
- standard warranties and indemnities associated with transactions of this nature have been
provided for in the Agreement; and
- the Transaction will be subject to certain conditions precedent more fully set out in this
2. NATURE OF BUSINESS OF POWERTECH TRANSFORMERS
Powertech Transformers has over 60 years´ experience in, inter alia, the design, manufacturing,
testing and commissioning of a full range of power and distribution transformers, including three-
phase and single-phase units, auto-transformers, arc-furnace, locomotive and traction transformers,
miniature sub-stations, NECRT´s as well as shunt reactors. Powertech Transformers has also
entered into the renewable power market.
Power and distribution transformers for the African continent are manufactured by Powertech
Transformers in its factories in Pretoria and Cape Town. The power transformer factory in Pretoria
West is amongst the largest transformer manufacturing plants within the Southern Hemisphere.
3. RATIONALE FOR THE TRANSACTION
As previously communicated to shareholders, following strategic review sessions held at both Altron
and Powertech, the Powertech board, in conjunction with the Altron board, has determined that the
Powertech Transformers group is no longer a core asset for the Altron group and accordingly should
be disposed of to a third party who will be more suited to further develop this business. This will
enable Altron to focus on its core operations within the ICT sector going forward.
4. EFFECTIVE DATE OF THE TRANSACTION
The Transaction will become effective following the fulfilment of the last of the conditions precedent
set out below and as detailed in the Agreement.
The consideration to be received by the Altron group as a result of the Transaction is R250 million,
payable in cash on the closing date by Powertech Transformers from the R250 million loan advanced
to it by SGB-Smit.
The Agreement makes provision for adjustments following the closing date should the effective date
accounts reflect working capital at the close outside a range relative to an agreed target level based
on the forecast of Powertech Transformers management.
6. NET ASSET VALUE OF AND PROFITS ATTRIBUTABLE TO POWERTECH
The value of the net assets to be disposed of as at 31 August 2017 (being the date of the most
recent published financial results of Altron) amounted to R110 million.
For the six months ended 31 August 2017, Powertech Transformers generated revenue of R522
million, EBITDA loss of R51 million and a loss after tax of R69 million.
7. CONDITIONS PRECEDENT TO THE TRANSACTION
The Transaction is subject to the fulfilment or waiver (as the case may be) of, inter alia, the following
- the successful conclusion of service contracts with key staff and key management of the
Powertech Transformers group, as appropriate;
- the granting, giving and/or passing of any regulatory approvals which may be required in
relation to the Transaction to the satisfaction of the parties;
- the consent for the change of control of Powertech Transformers by its material suppliers and
- that no material adverse change occurs between the signature date of the Agreement and the
- the registration of the Transaction by the B-BBEE Commission and acceptance that Powertech
Transformers is majority black-owned under the B-BBEE Codes of Good Practice;
- the finalisation of various agreements between the Consortium members; and
- unconditional approval of all terms and conditions of the Transaction by the boards of Altron,
SGB-Smit and Power Matla.
8. APPLICATION OF THE CONSIDERATION
The consideration will be used to reduce the overall Altron group debt.
9. CATEGORISATION OF THE TRANSACTION AND SHAREHOLDER APPROVAL
The Transaction is classified as a Category 2 transaction in terms of Section 9.15 of the JSE Listings
Requirements and accordingly will not require Altron shareholder approval.
By order of the board of Altron.
15 November 2017
Investec Bank Limited
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