Disposal of The ATM Hardware and Support Business of Altron Managed Solutions

Disposal of The ATM Hardware and Support Business of Altron Managed Solutions

ALTRON LIMITED
(Registration number 1947/024583/06)
(Incorporated in the Republic of South Africa)
Share Code: AEL ISIN: ZAE000191342
(“Altron” or “Altron Group” or the “Company”)

DISPOSAL OF THE ATM HARDWARE AND SUPPORT BUSINESS OF ALTRON MANAGED SOLUTIONS

1. INTRODUCTION AND RATIONALE

Shareholders are advised that on 26 October 2022, a sale of business agreement (“Agreement”) was
entered into between the Company, through its wholly owned subsidiary, Altron TMT Proprietary Limited
(“ATMT”), and, NCR Corporation, through its wholly owned subsidiary Spark ATM Systems Proprietary
Limited (“NCR” or “the Purchaser”), in terms of which the Company will sell, as a going concern, the ATM
hardware and support business of ATMT’s Altron Managed Solutions division (“AMS ATM Hardware and
Support Business” or the “Business”) to NCR for a consideration (“Purchase Consideration”) set out in
paragraph 4 on a debt free, cash free basis (“the Transaction”)

The Altron Managed Solutions division (“AMS”) will continue to operate all remaining portfolios including
its retail solutions, end user computer support, cloud platform and software solutions.

The Disposal of the AMS ATM Hardware And Support Business is aligned to the Altron Group’s
strategy of being a capital light digital transformation and related solutions provider.

2. NATURE OF BUSINESS

AMS ATM Hardware and Support Business has a long-standing Channel Solution Provider
Program Agreement with NCR and is an Authorised NCR Solution Provider. The business
consists of ATM hardware sales, implementation, licensing, repairs and maintenance and the
NCR approved re-work centre, as well as managed services for cash automation technologies.

3. SALIENT TERMS OF THE TRANSACTION

3.1. The Agreement remains subject to the fulfilment or waiver (to the extent permissible) of the
following conditions precedent by 23 February 2023 (unless otherwise extended):

3.1.1. The necessary consents (as required) to cede and assign customer and supplier
contracts and/or arrangements related thereto;
3.1.2. The conclusion of agreements and related approvals to facilitate the orderly transfer
of the Business including transitional services, sub-letting/access to premises and
intellectual property (or use thereof where retained by the Altron Group);
3.1.3. A new, separate, agreement between ATMT and NCR relating to AMS’s retail
solutions business which is being retained by AMS;
3.1.4. At least 75% (seventy five percent) of key and critical employees, and/or 85% of all
employees, predominantly involved in the Business as at the signature date of the
Agreement, transfer with the Business;
3.1.5. ATMT providing an 18-month R46 million bank guarantee in favour of the Purchaser
in support of customary warranties and indemnities in the Agreement; and
3.1.6. All requisite regulatory approvals (as required).

3.2. The Agreement contains the relevant and applicable warranties and disclosures related
thereto as mutually agreed upon between the parties.
4. THE TRANSACTION CONSIDERATION

4.1. ATMT shall retain the trade receivables as at the end of the month following the fulfilment of
conditions precedent (as at 31 August 2022, the trade receivables amounted to R238,8
million). The Purchaser shall collect the receivables in the ordinary course of business
following the closing of the Transaction and pay over the proceeds to ATMT.

4.2. The Purchase Consideration for the Business shall equal the net book value as at the end of
the month following the fulfilment of conditions precedent of:

4.2.1. Fixed Assets net of Lease Financing, Deposits, Prepayments and Inventory (as at
31 August 2022, these amounted to R191,0 million), less

4.2.2. Trade payables, Accruals and Receipts in advance (as at 31 August 2022, these
amounted to R191,5 million).

4.3. The Purchase Consideration has been capped at a maximum sum of USD 10,000,000 (ten
million United States Dollars).

5. FINANCIAL INFORMATION

5.1. The net book value of the balance sheet items related to the Transaction as at 31 August
2022 amounted to R238,3 million (inclusive of receivables retained by Altron as part of this
Transaction).

5.2. For the six months ended 31 August 2022, the AMS ATM Hardware and Support Business
generated revenue of R544,6 million, EBITDA of R36,6 million and Operating Profit of R23,2
million.

6. APPLICATION OF SALE PROCEEDS

The net proceeds received from the Transaction will be applied to reduce the debt of the Altron
Group.

7. CATEGORISATION OF THE TRANSACTION

The Transaction has been categorised as a category 2 transaction in terms of the JSE Listings
Requirements, as such, no approval from shareholders is required.

Johannesburg
27 October 2022

Transaction Advisor
Marsden Advisory Pty Ltd

Sponsor
Investec Bank Limited

Background information

NCR Corporation (NYSE: NCR) is a leader in transforming, connecting and running technology platforms for
self-directed banking, stores and restaurants. NCR is headquartered in Atlanta, Ga., with 38,000 employees
globally. NCR is a trademark of NCR Corporation in the United States and other countries.
Spark ATM Systems Pty Ltd produces, installs, and manages automated teller machines. The Company offers
transaction processing, security, maintenance, advertising space, and other related services. Spark ATM
Systems conducts its business in South Africa. The company is a wholly-owned subsidiary of NCR Corp.

Date: 27-10-2022 08:15:00
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