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Home » AEL: ALLIED ELECTRONICS CORPORATION LIMITED - Posting of scheme circular and notice of general meetings

AEL: ALLIED ELECTRONICS CORPORATION LIMITED - Posting of scheme circular and notice of general meetings

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Release Date: 
9 February 2017

AEL: ALLIED ELECTRONICS CORPORATION LIMITED - Posting of scheme circular and notice of general meetings
Posting of scheme circular and notice of general meetings

Allied Electronics Corporation Limited
Incorporated in the Republic of South Africa
Registration Number: 1947/024583/06
ISIN: ZAE000191342
ISIN: ZAE000191359
Share Code: AEL
Share Code: AEN
("Altron" or the "Company")

POSTING OF SCHEME CIRCULAR AND NOTICE OF GENERAL MEETINGS

1. INTRODUCTION

Altron Shareholders are referred to the detailed cautionary and withdrawal of cautionary
announcements released on the Stock Exchange News Services ("SENS") on 6 December 2016 and 3
February 2017 respectively regarding the agreement between the Company and Value Capital Partners
(Pty) Ltd ("VCP") regarding, inter alia, the:

a) collapse of the Company´s historical dual share capital structure and the removal of the Venter
Family´s absolute voting control over the Company;
b) the repurchase by the Company of all of the issued N class shares in consideration for the issue
of 9 A class ordinary shares for each 10 N class shares;
c) subscription by the Venter Family for a new high voting share which will entitle the Venter Family
to exercise 25.0% plus one vote at any shareholders' meeting for as long as the Venter Family
owns, directly or indirectly, in excess of 10.0% of the A class shares in the Company;
d) introduction of VCP as a new strategic partner, which is expected to be a catalyst in driving
shareholder value creation by accelerating the Company´s growth initiatives within its core IT
operations; and
e) appointment of VCP´s co-founders, Antony Ball and Samuel Sithole, to the board of directors
of Altron as non-executive directors.
(collectively, the "Proposed Transaction")

Altron Shareholders are hereby advised that the scheme circular ("Circular") containing, inter alia,
details of the Proposed Transaction, a notice of N Shareholder Meeting and a notice of Special General
Meeting of Altron Shareholders ("General Meetings") will be posted to Altron Shareholders today. The
Circular will also be made available on Altron´s website:
http://www.altron.com/investors/investors/shareholder-circulars

The purpose of the Circular is to:
- provide Altron shareholders with information regarding the Proposed Transaction and the
manner in which it will be implemented; and
- convene the General Meetings to consider and, if deemed fit, approve with or without
modification, the resolutions relating to the Proposed Transaction as set out in the notices of
General Meetings incorporated in the Circular.

2. NOTICE OF GENERAL MEETINGS
The N Shareholder Meeting will be held at 10:00 and the Special General Meeting will be held at 10:30
(or so soon thereafter as the N Shareholder Meeting is concluded) on Thursday, 9 March 2017 at the
registered office of Altron, in the Altron Boardroom at 5 Winchester Road, Parktown, 2193.

3. SALIENT DATES AND TIMES
The salient dates and times relating to the Proposed Transaction are set out in the timetable hereunder
("Timetable"). Words and expressions in the Timetable and notes thereto shall have the same meaning
as assigned to them in the Circular.
2017

Notice convening the Meetings published in the South African press
on Friday, 10 February

Last day to trade in order to be eligible to attend and vote at the
Meetings Tuesday, 28 February

Record date in order to be eligible to attend and vote at the Meetings Friday, 3 March

Last day to lodge Forms of Proxy for the N Shareholder Meeting by
10h00 on Tuesday, 7 March

Last day to lodge Forms of Proxy for the Special General Meeting by
10h30 on Tuesday, 7 March

N Shareholder Meeting to be held at 10h00 in the Altron Boardroom,
5 Winchester Road, Parktown, Johannesburg on Thursday, 9 March

Special General Meeting to be held at 10h30 (or so soon thereafter
as the N Shareholder Meeting is concluded) in the Altron Boardroom, Thursday, 9 March
5 Winchester Road, Parktown, Johannesburg on

Results of the Meetings published on SENS on Thursday, 9 March

Results of the Meetings published in the South African press on Friday, 10 March

Notice of adoption of the Repurchase Scheme Special Resolution
approving the Repurchase Scheme sent to Dissenting Shareholders Friday, 10 March
in terms of section 164(4) of the Companies Act on

Notice of adoption of New High Voting Share Special Resolution
approving the New High Voting Share MoI Amendment sent to
Dissenting Shareholders in terms of section 164(4) of the Companies Friday, 10 March
Act on

Last day for Altron Shareholders who voted against the Repurchase
Scheme Special Resolution to require Altron to seek court approval
for the Repurchase Scheme in terms of section 115(3)(a) of the Thursday, 16 March
Companies Act

Last day for Altron Shareholders who voted against the Repurchase
Scheme to apply to court for leave to apply for a review of the
Repurchase Scheme in terms of section 115(3)(b) of the Companies Friday, 24 March
Act

Delisting application in respect of the N Shares lodged with the JSE
on Thursday, 30 March

Last day for Dissenting Shareholders, by reason of the adoption of
the Repurchase Scheme Special Resolution, to make a demand to
Altron that Altron pay such Dissenting Shareholders the fair value of Monday, 10 April
all Shares held by them, in terms of section 164(7) of the Companies
Act

Last day for Dissenting Shareholders, by reason of the adoption of
the New High Voting Share Special Resolution, to make a demand to
Altron that Altron pay such Dissenting Shareholders the fair value of Monday, 10 April
all Shares held by them, in terms of section 164(7) of the Companies
Act

CIPC filing and acceptance of the MoI Amendments to be confirmed
on Monday, 10 April

Compliance certificate to be received from the TRP on Tuesday, 11 April

Finalisation announcement published on SENS on Wednesday, 12 April

Finalisation announcement published in the South African press on Thursday, 13 April

Last day to trade in the N Shares in order to be recorded in the
Register on the Repurchase Scheme Record Date Monday, 24 April

N Shares suspended from trading on the JSE with effect from the
commencement of business on Tuesday, 25 April

Announcement released on SENS in respect of the cash payment
applicable to fractional entitlements to the Repurchase Scheme
Consideration, based on the VWAP of an A Share traded on the JSE Wednesday, 26 April
on Tuesday, 25 April 2017, discounted by 10%, on

Repurchase Scheme Record Date Friday, 28 April

Dematerialised N Shareholders´ accounts with their CSDP or Broker
credited with the Repurchase Scheme Consideration on the Tuesday, 2 May
Repurchase Scheme Operative Date on or about

Certificated N Shareholders´ Repurchase Scheme Consideration
posted by registered post at the risk of Certificated N Shareholders Tuesday, 2 May
on the Repurchase Scheme Operative Date on or about

Subscription Shares issued to VCP and the New High Voting Share
issued to the Venter Family Entity with effect from the Tuesday, 2 May
commencement of business on

N Shares delisted from the JSE with effect from the commencement
of business on Wednesday, 3 May

Notes:

1. Shareholders will be notified of any amendments to these Salient Dates and Times on SENS and
in the South African press.

2. All dates and times indicated above are South African standard dates and times.

3. If the Special General Meeting and/or the N Shareholder Meeting is adjourned or postponed, Forms
of Proxy submitted for the original Special General Meeting and/or the N Shareholder Meeting will
remain valid in respect of any such adjournment or postponement.

4. Shareholders are advised that there may be no re-materialisation or dematerialisation of the N
Shares after Monday, 24 April 2016.

Parktown, Johannesburg
9 February 2017

Joint financial advisor and sponsor to Altron
Investec Bank Limited

Joint financial advisor to Altron
Rand Merchant Bank (A division of FirstRand Bank Limited)

Legal advisor to Altron
Edward Nathan Sonnenbergs Incorporated

Legal advisor to VCP
DLA Piper South Africa Services (Pty) Ltd

Legal advisor to the Venter Family
Lapin Attorneys

Date: 09/02/2017 04:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.