AEL: ALLIED ELECTRONICS CORPORATION LIMITED - Posting of circular to Altron shareholders
Posting of circular to Altron shareholders
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")
POSTING OF CIRCULAR TO ALTRON SHAREHOLDERS
Altron shareholders are advised that the circular to Altron shareholders containing the details of
the demerger and separate listing of Bytes Technology Group Limited (now named Bytes
Technology Limited), incorporating a notice convening the general meeting, a form of proxy in
connection with the general meeting, and the relevant tax declaration and undertaking forms
with respect to the dividend liability created in the hands of Altron per section 64FA of the
Income Tax Act has been posted today, 3 November 2020 ("the Circular").
Altron shareholders are advised that the Circular is immediately available on Altron´s website:
www.altron.com/investors/notices-circulars/.
Notice of the General Meeting
As a consequence of the impact of the Covid-19 pandemic and the restrictions placed on public
gatherings, Altron will conduct the general meeting by way of electronic participation only.
Altron shareholders are invited to attend the general meeting, convened in terms of the notice
of general meeting incorporated in the Circular, which will be held entirely through electronic
communication as permitted by the Companies Act, the Company´s memorandum of
incorporation and the JSE Listings Requirements, at 10:00 on Tuesday, 1 December 2020
("General Meeting").
Altron has retained the services of The Meeting Specialist (Pty) Ltd ("TMS") to host the General
Meeting on an interactive electronic platform, in order to facilitate electronic participation by
Altron shareholders. A virtual meeting guide for Altron shareholders is attached as an annexure
to the Circular.
The salient dates and times relating to the Circular and the General Meeting are set out below.
Terms in the table and notes below are used as defined in the Circular unless otherwise stated.
2020
Record date to determine which Altron Shareholders are entitled to
receive the Circular and notice of General Meeting Friday, 23 October
Circular posted to Altron Shareholders and notice convening the
General Meeting released on SENS on Tuesday, 3 November
Last day to trade in order to be eligible to attend and vote at the
General Meeting Wednesday, 18 November
Declaration announcement in respect of the Distribution released on
SENS Friday, 20 November
Declaration announcement in respect of the Distribution released in the
South African press on Monday, 23 November
Record Date for the General Meeting Monday, 23 November
Last day to lodge an electronic participation registration form with TMS,
by 10:00 on Thursday, 26 November
Last day to lodge forms of proxy, with TMS for administrative purposes,
by 10:00 on Friday, 27 November
General Meeting to be held via electronic participation as set out in the
"Actions Required by Shareholders" section of this Circular at 10:00 on Tuesday, 1 December
Last date and time for Altron Shareholders to give notice to Altron
objecting to the Disposal and Distribution in terms of section 164(3) of
the Companies Act, by 10:00 on Tuesday, 1 December
Results of General Meeting released on SENS on Tuesday, 1 December
Finalisation announcement in respect of the Distribution released on
SENS on Wednesday, 2 December
Announcement released on SENS in respect of cash payment for
fractional entitlements Wednesday, 2 December
If the Disposal and Distribution are approved by Altron Shareholders at the General Meeting and the
Suspensive Conditions are fulfilled or waived (where capable of waiver):
The following dates assume that no court approval or review of the Disposal or the Distribution is
required:
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 UK HoldCo Shares to the LSE and
commencement of unconditional dealings in Bytes UK HoldCo Shares
on the LSE at 8:00 (London time) on Thursday, 17 December
Admission of the Bytes UK HoldCo Shares to the JSE and
commencement of unconditional dealings in Bytes UK HoldCo 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 General Meeting, currently
Disposal and/or the Distribution in terms of section 115(3)(a) of the anticipated to be Tuesday,
Companies Act, if at least 15% of the total votes of Altron Shareholders 8 December
at the General 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 General Meeting, currently
and/or the Distribution in terms of section 115(3)(b) of the Compani e s anticipated to be Tuesday,
Act on 15 December
Notes:
1. All times shown in the Circular are South African Standard Time unless otherwise stated.
2. All dates and times are subject to change by Altron (subject to the approval of the JSE
and/or TRP, if required). Any material change will be released on SENS and published in the
South African press.
3. Forms of proxy must be lodged with TMS at email proxy@tmsmeetings.co.za, as soon as
possible, but by no later than 10:00 on Friday, 27 November 2020. The forms of proxy may
also be handed to the Chairman at any time before the commencement of the General
Meeting by email to the Altron Company Secretary at wkgroenewald@altron.com.
4. Altron Ordinary Share certificates may not be rematerialised or Dematerialised between
Monday, 7 December 2020 and Wednesday, 9 December 2020, both days inclusive.
5. 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.
6. If the General Meeting is adjourned or postponed, forms of proxy submitted in respect of
the General Meeting will remain valid in respect of any adjournment or postponement
thereof.
7. Admission of the Bytes UK HoldCo Shares to the JSE and commencement of unconditional
dealings in Bytes UK HoldCo 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.
Johannesburg
3 November 2020
Financial Advisor and Transaction Sponsor
Rand Merchant Bank, a division of FirstRand Bank Limited
Date: 03-11-2020 12:00:00
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