AEL: ALLIED ELECTRONICS CORPORATION LIMITED - Finalisation announcement in relation to the distribution of Bytes Technology Group plc convertible notes
Finalisation announcement in relation to the distribution of Bytes Technology Group plc convertible notes

ALLIED ELECTRONICS CORPORATION LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1947/024583/06)
Share code: AEL
ISIN: ZAE000191342
("Altron" or "the Company")

NOT FOR DISTRIBUTION, PUBLICATION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR
IN PART, IN, INTO OR WITHIN THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH
THE DISTRIBUTION, PUBLICATION OR RELEASE OF THIS ANNOUNCEMENT WOULD BE
UNLAWFUL.

FINALISATION ANNOUNCEMENT IN RELATION TO THE DISTRIBUTION OF BENEFICIAL
INTEREST IN BYTES TECHNOLOGY GROUP PLC CONVERTIBLE NOTES

1   INTRODUCTION

Altron Ordinary Shareholders are referred to both the firm intention announcement released on SENS on 2
November 2020 and the declaration announcement released on SENS on 20 November 2020 relating to
the demerger of Bytes Technology Group Limited (now named Bytes Technology Limited) ("Bytes UK")
from Altron, consisting of the Distribution, the Offer, Admission, the Disposal, the Redemption and the
Conversion ("Demerger") and the admission of the entire issued and to be issued ordinary shares of Bytes
Technology Group plc to the premium listing segment of the Official List of the FCA and to trading on t he
London Stock Exchange plc ("LSE")'s main market for listed securities and the Main Board of the JSE
Limited ("JSE") by way of secondary inward listing (together "Admission").

Pursuant to the Demerger, Altron Ordinary Shareholders, who are on the Altron register at the Record Date
for the Distribution (see paragraph 2 below), will be entitled to the beneficial interest in 0.5 Convertible
Notes for every 1 Altron Ordinary Share held. Convertible Notes distributed to Altron Ordinary Shareholders
will be redeemed in the Default Ratio, estimated to be 25% Redemption : 75% Conversion. Altron Ordinary
Shareholders will have the option to elect to redeem a greater percentage of their Convertible Notes for
cash. The Default Ratio and Altron Ordinary Shareholder elections are subject to there being sufficient
demand in the Offer.

Unless expressly defined, capitalised terms used in this announcement shall bear the same meanings as
ascribed to them in the Circular published on 3 November 2020.
Altron Ordinary Shareholders are advised that the conditions precedent to the Distribution have been met
and the implementation of the Distribution will occur in accordance with the following timeline below:

2     IMPORTANT DATES AND TIMES
                                                                                                          2020

Last day to trade in Altron Ordinary Shares in order to be eligible to receive
the Distribution                                                                            Friday, 4 December

Altron Ordinary Shares trade ex the entitlement to receive the Distribution
on                                                                                          Monday, 7 December

Record Date for the Distribution                                                         Wednesday, 9 December

Expected QIB Notification Time, 12:00 on                                                 Wednesday, 9 December

Distribution Election Date                                                               Wednesday, 9 December

Settlement date for the Distribution (Altron to hold Convertible Notes as
nominee for Altron Ordinary Shareholders)                                                Thursday, 10 December

Admission of the Bytes Technology Group plc Shares to the LSE and
commencement of unconditional dealings in Bytes Technology Group plc
Shares on the LSE at 8:00 (London time) on                                               Thursday, 17 December

Admission of the Bytes Technology Group plc Shares to the JSE and
commencement of unconditional dealings in Bytes Technology Group plc
Shares on the JSE at 10:00 on                                                            Thursday, 17 December
  
Settlement for conversion of Convertible Notes                                           Thursday, 17 December

Payment date for redemption of Convertible Notes                                        Wednesday, 23 December

Fractional entitlement payment date                                                     Wednesday, 23 December

The following dates assume that court approval or review of the Disposal and Distribution is
required:

Last day for Altron Shareholders who voted against the Disposal and/or            5 Business Days after the
the Distribution to require Altron to seek court approval for the Disposal        General Meeting, currently
and/or the Distribution in terms of section 115(3)(a) of the Companies Act,      anticipated to be Tuesday, 8
if at least 15% of the total votes of Altron Shareholders at the General                   December
Meeting were exercised against the Disposal and the Distribution on

Last day for Altron Shareholders who voted against the Disposal and/or           10 Business Days after the
the Distribution to apply to the court for a review of the Disposal and/or       General Meeting, currently
the Distribution in terms of section 115(3)(b) of the Companies Act on           anticipated to be Tuesday,
                                                                                         15 December
Notes:

1.   All times shown in this announcement are South African Standard Time unless otherwise stated.

2.   All dates and times are subject to change by Altron. Any material change will be released on SENS
     and published in the South African press.

3.   Altron Ordinary Share certificates may not be rematerialised or dematerialised between Monday, 7
     December 2020 and Wednesday, 9 December 2020, both days inclusive.

4.   The dates have been determined based on certain assumptions regarding the dates by which certain
     Altron Shareholder and regulatory approvals will be obtained and that no court approval or review of
     the Disposal and/or Distribution will be required. If the relevant dates change and the dates set out
     above are therefore impacted, details of the relevant change will be released on SENS and published
     in the South African press.

5.   Admission of the Bytes Technology Group plc Shares to the JSE and commencement of
     unconditional dealings in Bytes Technology Group plc Shares on the JSE will commence at
     10:00am instead of 9:00am in order to align with the admission time on the LSE and facilitate a
     simultaneous listing on both exchanges.

3      ALTRON SHAREHOLDERS DIVIDENDS TAX DECLARATIONS AND UNDERTAKINGS

Altron Shareholders are further reminded and strongly encouraged to duly complete and sign the relevant
required Form of Declaration and Undertaking (as applicable), which forms were attached to the Circular
and are available at www.altron.com/investors/notices-circulars/, and submit same to Altron before 23:59
on Tuesday, 8 December 2020. Failure to submit the required Form of Declaration and Undertaking to the
Company will increase the dividends tax liability of Altron as a result of the Distribution, which may have an
adverse impact of the value of the Altron Ordinary Shares after Admission.

If you are the registered holder of the Altron Ordinary Shares but not the beneficial owner or the
duly authorised agent of the beneficial owner, kindly procure that the beneficial owner duly
completes and signs the required form of Declaration and Undertaking (as applicable), which forms
were attached to the Circular and are available at www.al tron.com/investors/notices-circulars/, and
submit such completed and signed Form of Declaration and Undertaking by the beneficial owner to
Altron before 23:59 on Tuesday, 8 December 2020.

If you are exempt from dividends tax
You should complete Form I of the Forms of Declarations and Undertakings and return such form to Altron
in the manner set out in that form to be received by no later than 23:59 on Tuesday, 8 December 2020.
If you are subject to dividends tax at a reduced rate
You should complete Form II of the Forms of Declarations and Undertakings and return such form to Altron
in the manner set out in that form to be received by no later than 23:59 on Tuesday, 8 December 2020.

4     DIRECTOR RESPONSIBILITY STATEMENT

The Altron Board accepts responsibility for the information contained in this announcement as it relates to
the Company and confirms that, to the best of its knowledge and belief, such information relating to Altron
is true and that this announcement does not omit anything likely to affect the importance of such information.

Johannesburg
2 December 2020

Financial Advisor and Transaction Sponsor
Rand Merchant Bank, a division of FirstRand Bank Limited

Legal Advisor
DLA Piper
IMPORTANT NOTICE

This announcement is an advertisement and does not constitute a prospectus in connection with an
offering of securities. These materials may not be published, distributed or transmitted by any means or
media, directly or indirectly, in whole or in part, in, into or within the United States. These materials do
not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. Securities
may not be offered or sold in the United States absent (i) registration under the U.S. Securities Act of
1933, as amended (the "Securities Act"), or (ii) an available exemption from registration under the
Securities Act. The securities mentioned herein have not been, and will not be, registered under the
Securities Act and will not be offered to the public in the United States.

The announcement does not constitute an offer for the sale of or subscription for, or the solicitation of
an offer to buy and subscribe for, securities to the public as defined in the South African Companies Act,
2008 (the "SA Companies Act") and will not be distributed to any person in South Africa in any manner
which could be construed as an offer to the public in terms of Chapter 4 of the SA Companies Act. These
materials do not, nor are they intended to, constitute a prospectus prepared and registered under the SA
Companies Act. Nothing in these materials should be viewed, or construed, as "advice" as that term is
used in the Financial Markets Act, 2012 and/or the Financial Advisory and Intermediary Services Act, 2001.
This announcement and any offer if subsequently made is and will only be addressed to and is and will
only be directed at persons in South Africa who fall within one of the categories listed in section 96(1)(a)
and/or (b) of the SA Companies Act.

This announcement may include statements that are, or may be deemed to be, "forward -looking
statements". These forward-looking statements may be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects",
"intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-
looking statements may and often do differ materially from actual results. Any forward-looking
statements reflect Altron's current view with respect to future events and are subject to risks relating to
future events and other risks, uncertainties and assumptions relating to Altron and/or Bytes Technology
Group plc's business, results of operations, financial position, liquidity, prospects, growth and strategies.
Forward-looking statements speak only as of the date they are made. No representation or warranty is
made that any forward-looking statement will come to pass.

Date: 02-12-2020 12:32:00
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