AEL: ALLIED ELECTRONICS CORPORATION LIMITED - Release of Bytes Technology Group plc abridged pre-listing statement and announcement of price range
Release of Bytes Technology Group plc abridged pre-listing statement and announcement of price range
Allied Electronics Corporation Limited
(Incorporated in the Republic of South Af rica)
(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.
RELEASE OF BYTES TECHNOLOGY GROUP PLC ABRIDGED PRE-LISTING STATEMENT
AND ANNOUNCEMENT OF PRICE RANGE
1. RELEASE OF ABRIDGED PRE-LISTING STATEMENT AND PROSPECTUS
Altron shareholders are advised that the abridged pre-listing statement in connection with the
proposed offer of ordinary shares of Bytes Technology Group plc to certain institutional and
professional investors (the "Offer") has been released on SENS today by Bytes Technology
Group plc.
Furthermore, Altron shareholders are also advised that the full prospectus (which document has
been approved by the Johannesburg Stock Exchange ("JSE") as a Pre-listing Statement in terms
of the applicable Listings Requirements of the JSE) in relation to the Offer ("Prospectus") can be
accessed on Bytes Technology Group plc´s website f rom today at: www.bytesplc.com/investors/ipo-documents
(subject to certain restrictions).
2. BYTES TECHNOLOGY GROUP PLC PRICE RANGE
As is more fully set out in the Prospectus (using terms defined therein) the price range for the
Offer has been set at 240.0 pence to 290.0 pence per Bytes Technology Group plc share (the
"Price Range"), implying a market capitalisation on Admission of between £573.9 million and
£692.3 million, assuming the Base Offer Size Assumptions and that the Offer Price is set at the
bottom and top of the Price Range respectively.
The expected minimum and maximum number of New Shares in the Offer are 111,297,716 and
171,842,458, which would result in expected gross proceeds from the Offer of £294.9 million and
£455.4 million, respectively, assuming the Base Offer Size Assumptions and Maximum Offer Size
Assumptions (each as defined below) and the Offer Price is set at the mid-point of the Price
Range.
- Bytes Technology Group plc has received written indications f rom certain major Altron
Ordinary Shareholders, comprising Coronation, Biltron and VCP, that they intend to elect
to redeem for cash a minimum of 25 per cent., 25 per cent. and 80 per cent., and a
maximum of 25 per cent., 35 per cent., and 100 per cent., respectively, of their respective
Convertible Notes arising from the Demerger in respect of their current shareholdings in
Altron.
- The "Base Offer Size Assumptions" assume that such elections for Coronation, Biltron
and VCP are made and satisfied in their minimum amounts, the Default Ratio for
Redemption and Conversion of the Convertible Notes held by the remaining Altron
Ordinary Shareholders (other than Altron Finance) is 25 per cent. as to Redemption and
75 per cent. as to Conversion and no other Altron Ordinary Shareholder elects to redeem
greater than 25 per cent. of its Convertible Notes.
o The "Maximum Offer Size Assumptions" assume that such elections for Coronation,
Biltron and VCP are made and satisfied in their maximum amounts, and the remaining
Altron Ordinary Shareholders (other than Altron Finance) elect to redeem for cash 100
per cent. of their Convertible Notes and all such elections are satisfied.
Johannesburg
1 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 Servic es 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 f all 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: 01-12-2020 03:46:00
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