May 15, 2023
Annual Results for the year ended 28 February 2023, Cash Dividend Declaration and Change to the Board
Click below to view full PDF article
https://senspdf.jse.co.za/documents/2023/jse/isse/aele/YE23.pdf
Annual Results for the year ended 28 February 2023, Cash Dividend Declaration and Change to the Board
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")
Annual Results for the year ended 28 February 2023, Cash Dividend Declaration and Change to the Board
SALIENT FEATURES - CONTINUING OPERATIONS
- Revenue up by 19%, to R9.5 billion underpinned by all segments growing revenue;
- Earnings before interest, taxation, depreciation, amortisation, capital items and equity accounted profits
("EBITDA") improved by 2% to R1.2 billion, negatively impacted by a provision raised for Altron's exposure
to the City of Tshwane of R134 million ("COT") and a provision raised for excess inventory held as a result of the
Gauteng Broadband Network contract which was not renewed of R31 million, collectively referred to as the
"COT and GBN Non-Cash Adjustments";
- EPS increased by 80% to 36 cents with HEPS decreasing by 8% to 47 cents; and
- To provide an indication of core FY2023 performance, adjusting for the impact of the COT and GBN Non-
Cash Adjustments, EBITDA expanded 11% to R1.3 billion, EPS increased 79% to 77 cents and HEPS grew 19%
to 89 cents.
Note: All growth rates referred to throughout this announcement are year on year growth rates unless stated
otherwise.
R'million CONTINUING ADJUSTED CONTINUING
2023 2022 Change % 2023(1) 2022(2) Change %
Revenue 9 464 7 930 +19% 9 464 7 930 +19%
EBITDA 1 161 1 140 +2% 1 326 1 194 +11%
Operating profit before capital items 462 498 (7%) 627 552 +14%
Net profit after tax 150 79 +90% 306 165 +85%
HEPS 47 cents 51 cents (8%) 89 cents 75 cents +19%
EPS 36 cents 20 cents +80% 77 cents 43 cents +79%
(1) To provide an indication of core FY2023 performance, adjustments include the removal of the provisions relating
to the COT exposure of R134 million and the GBN contract inventory provision of R31 million.
(2) FY2022 EBITDA was adjusted by a total amount of R54 million, to remove the impact of severance costs and the IFRS 2
charge which relates to the modification of share-based payments because of the Bytes UK demerger. HEPS
was adjusted by the same R54 million adjustment in addition to the AIMS vendor financing loan impairment of R47 million
plus the tax impact of the adjustments.
SALIENT FEATURES - GROUP
- Revenue up by 14% to R10.9 billion;
- EBITDA down by 4% to R1.1 billion, negatively impacted by the COT and GBN Non-Cash Adjustments as well
as Altron Document Solutions ("ADS") raising a provision for inventory held and an impairment on an
outstanding receivable, referred to as the ADS Non-Cash Adjustment;
- EPS increased by 96% to (1) cents with HEPS decreasing by 22% to 29 cents;
- DPS increased by 17% to 35 cents;
- Free cash flow increased by R163 million to R412 million; and
- Net Debt: EBITDA at 0.22 times, down from 0.36 times at FY2022.
Year-to-date performance
R'million GROUP
2023 2022 Change %
Revenue 10 848 9 518 +14%
EBITDA 1 053 1 095 (4%)
Operating profit before capital items 346 440 (21%)
Net profit after tax 13 (95) +114%
HEPS 29 cents 37 cents (22%)
EPS (1) cents (28) cents +96%
DPS 35 cents 30 cents +17%
KEY BUSINESS HIGHLIGHTS ACHIEVED IN FY2023
- The integration of Lawtrust for a full 12 months - a leader in digital security;
- Competition approval received for the disposal of the banking business in Altron Managed Solutions to NCR;
- Exit of non-core assets in Rest of Africa progressing, with exit from Kenya post year end on 1 April 2023 and
Namibia sale agreement signed with exit targeted to be concluded in FY2024;
- The turnaround of Altron Karabina and Altron Managed Solutions continues to show positive results;
- Altron FinTech becoming a billion-rand business with EBITDA increasing 22%;
- Grant Fraser appointed as the Managing Director of Netstar and Collin Govender appointed as the Managing
Director of Altron Systems Integration to drive the profit improvement strategies in each respective
business; and
- Capex investment of R57 million in Netstar and R11,7 million in Altron HealthTech's platform businesses to
grow and drive Big Data as a Service.
Commenting on the results Altron Group CEO Werner Kapp said "Altron's revenue growth of 19% demonstrates our
resilience in the face of extremely tough economic conditions. As we look into FY2024, we have a clear growth strategy
against which we are executing and we are already seeing the positive results of our profit improvement strategy
in our two biggest businesses, Netstar and Altron Systems Integration. As a Group we remain focused on
driving revenue growth and improving operating leverage whilst investing in our growth businesses. Customer obsession
is at the core of our strategy as we partner with our customers on their digital transformation journeys,
whilst also protecting them from increased cyber security risks. Despite continuing tough trading conditions,
I am excited by the opportunity before us."
FINANCIAL OVERVIEW
Notwithstanding the increasingly tough trading conditions, continuing operations delivered double digit revenue
growth of 19% to R9.5 billion for the year, with EBITDA growing 2% to R1,161 million and operating income
declining 7% to R462 million, negatively impacted by the COT and GBN Non-Cash Adjustments. Adjusting for the
impact of these two provisions, EBITDA grew to R1,326 million and operating income improved to R627 million,
representing a +11% and +14% growth respectively, compared to adjusted FY2022 EBITDA and operating income.
The Group's operations delivered robust 14% revenue growth, evidencing Altron's resilient high annuity
and diversified earnings base. EBITDA and operating income were negatively impacted by the COT
and GBN Non-Cash Adjustments and the ADS Non-Cash Adjustment, with EBITDA down 4% to R1,053 million and
operating income (before capital items) down 21% to R346 million.
The Group continues to remain strongly cash generative and is well capitalised with low gearing ratios, providing
flexibility to pursue its growth strategy.
Segmental Review
R'million CONTINUING REPORTED CONTINUING ADJUSTED
2023 2022 Change % 2023 2022 Change %
REVENUE
Own Platforms 3 253 2 847 +14% 3 253 2 847 +14%
Digital Transformation 2 789 2 216 +26% 2 789 2 216 +26%
Managed Services 2 917 2 563 +14% 2 917 2 563 +14%
Other 505 304 +66% 505 304 +66%
EBITDA
Own Platforms 1 003 955 +5% 1 003 955 +5%
Digital Transformation 152 130 +17% 152 138 +10%
Managed Services 36 121 (70%) 201 121 +66%
Other (30) (66) +55% (30) (20) (50%)
Own Platforms
The Own Platforms segment grew revenue by 14% to R3.25 billion, with EBITDA growing 5% to R1.0 billion
and operating profit down 5% to R521 million. Margin pressures experienced in Netstar, negatively impacted
the performance of the segment.
- Netstar revenue of R1.86 billion, delivered 11% revenue growth with subscribers growing 20% to over
1.37 million subscribers. Subscriber growth was strong in the Original Equipment Manufacturer segment
and in Malaysia, up 46% and 80% respectively. Netstar continues to deliver a high Software as a Service
annuity base of 83%. EBITDA of R629 million remained relatively flat and operating profit declined 27% to
R192 million due to ongoing margin pressures. Operating income was negatively impacted due to the increased
activity on pre-fitments with lower than acceptable conversion rates, compounded by the increase in
component costs. Netstar's profit improvement strategy, being driven by its new Managing Director,
Mr. Grant Fraser, is well underway with benefits already evident in operational efficiencies and growing
Software as a Service. The conversion rates on pre-fitments have increased from 32% to 47% post-year end
and the group fulfilment rate on contracts has improved to 48%. Its investment into its platform and
bureau service will open key opportunities in the Big Data space, as it continues to digitalize mobile
assets for its customers.
- Altron FinTech grew revenue 22% to R1.04 billion, EBITDA improved 22% to R271 million and operating
income expanded 21% to R233 million. Performance was supported by all of FinTech's offerings delivering
revenue and profit growth. The Card Issuance and Personalisation division improved revenue by 7% due to
compliance refreshes of card issuance machines within the banking sector. Revenue generated by the
integrated transaction solutions division increased 85%, due to higher hardware sales, following a migration
of clients from Linux to Android operating system terminals, together with an increase in volumes and
values processed through FinTech's switch. The payments and collections business saw an increase of 12%
in revenue supported by higher collections and an increase in customers. For FY2024, the stronger than
normal hardware revenue is expected to normalise, with an estimated impact on hardware revenue
of between R25 million to R30 million.
- Altron HealthTech delivered revenue growth of 8% to R350 million. Growth was supported by a 23% improvement
in the corporate health business which added 9 new clients, as well as an increase in transaction value
processed, up 7%. EBITDA and operating income grew 2% to R103 million and 5% to R96 million respectively.
The EBITDA and operating income delivered is after fully absorbing a R11.7 million investment into building
our new cloud platform. The investment into the platform is targeted to scale the business and deliver
new revenue streams with our local and international partners. These new revenue streams will include
solutions leveraging the deep insights we have gained as a result of processing 99.8 million medical
claims per annum.
Digital Transformation
The Digital Transformation segment grew revenue 26% to R2.79 billion, supported by revenue growth in Altron
Karabina, Altron Security and Altron Systems Integration. EBITDA improved by 17% to R152 million and operating
profit by 57% to R77 million, driven largely by a strong performance by Altron Karabina and by Altron Security
with the inclusion of Lawtrust for 12 months. However, margin pressures within Altron Systems Integration
negatively impacted the performance of the Digital Transformation segment. Excluding Lawtrust's performance,
Digital Transformation revenue of R2.47 billion was down 17% against the prior year with EBITDA of R76 million
and operating profit of R19 million down 31% and 47% respectively.
- Within Altron Security, changes in regulations, an increase in supply chain governance and accelerating digital transformation
across our customers, continued to support increased demand for security solutions in FY2023. Altron
Security's capabilities are uniquely positioned to deliver into this demand, with revenue of R436 million
increasing by over 100%. FY2023 results include a full 12 months of Lawtrust, the digital security solutions
company we acquired last year. When excluding LawTrust's performance, revenue increased by 9% against
the prior year, EBITDA by 26% and operating income by 57%, evidencing good fiscal discipline in controlling
costs to drive improved operational leverage.
- Altron Karabina delivered a solid 10% growth in its revenue of R350 million largely due to increased demand
in data and analytics, business applications and software services. A continued focus on cost savings
delivered operating leverage with EBITDA of R43 million and operating income of R23 million, growing 19%
and 44% on the prior year.
- Altron Systems Integration increased revenue to R2 billion up 18%, with EBITDA of R5 million and an
operating loss of R20 million. Although the business achieved revenue growth across most of its market
offerings, margin pressures were experienced in its software engineering, contact center, smart
manufacturing and operations businesses. In addition, results were negatively impacted by R23 million in
restructuring costs incurred. In October 2022, Collin Govender was appointed as Managing Director of Altron Systems
Integration to drive and implement its profit improvement strategy. Loss-making businesses have been
closed and through the restructuring, the cost base has been rightsized, resulting in an estimated R50 million
annual cost savings, to return the business to profitability and reset it on its growth path.
Managed Services
The Managed Services segment's revenue of R2.9 billion increased by 14%, with EBITDA of R36 million,
down 70% and an operating loss of R62 million. EBITDA was down 70% negatively impacted by
the COT and GBN Non-Cash Adjustments. Adjusting for the impact of these two provisions, EBITDA grew 66% to
R201 million and operating income improved to R103 million, up from R6 million in FY2022.
- Altron Managed Solutions delivered 7% revenue growth to R1.88 billion and 34% growth in EBITDA,
demonstrating the improved delivery on operational leverage. Its operating profit of R74 million was up by
over 100% compared to the prior year. The sale of the banking business is progressing, with all Competition Commission
approvals being received, and the parties looking to close the transaction towards the middle of the
calendar year.
- Altron Nexus's revenue of R1.03 billion achieved 29% growth, however an EBITDA loss of R82 million and
an operating loss of R136 million were negatively impacted by the COT and GBN Non-Cash Adjustments.
Adjusting for the impact of these two Non-Cash Adjustments, the business achieved a 152% growth in
EBITDA to R83 million and R29 million in operating profit, a R57 million improvement against the prior year's
loss of R28 million. As the GBN contract rolls off, the business is actively right-sizing its cost base and
diversifying its revenue streams across private sector industries. Progress continues to be made on the COT
legal process. In parallel with the section 116 (3) of the Municipal Management Finance Act process which
the COT's Municipal Council approved for the undisputed portion of our claim, the arbitration process with
COT regarding the disputed portion of our claim commenced in April with the first hearing set for June 2023.
The Arbitrator indicated that he would make an award shortly thereafter and then provide further directions.
Based on legal opinions we have received, our case remains strong with the arbitration process set to
determine the quantum of the disputed claim, as the contract has already been determined valid and binding
by the Constitutional Court ruling on 19 May 2021, hence the COT is abiding with this decision and accordingly
agreed to the Section 116 (3) process and the arbitration process.
Other
Altron Arrow
Altron Arrow grew revenue by 34% to R679 million and EBITDA by 108% to R52 million. Operating profit grew
to R50 million, up 117%. The strong performance in revenue can be attributed to an increase in product demand,
a broadening of the customer base and product cost inflation. Improved operational efficiencies from the
adoption of artificial intelligence across its operations delivered operating leverage.
DISCONTINUED OPERATIONS
Despite the termination of the sale of ADS to Bi-Africa, Altron continues to classify ADS as held for sale as
it continues to explore options to exit this business. ADS grew revenue for the year by 10% to R1.2 billion,
however, EBITDA of R60 million was negatively impacted by the ADS Non-Cash Adjustment relating to
a provision on inventory held of R74 million and an impairment of R30 million on an outstanding receivable.
Altron Rest of Africa's revenue of R190 million was lower than the prior year by 32%. EBITDA loss of R52 million
and operating loss of R52 million increased relative to the prior year loss by 16% and 6% respectively.
Altron remains committed to completing the disposal of all assets held for sale in discontinued operations.
CASH MANAGEMENT
The Group increased its cash balance by R82 million for the financial year to R681 million, representing a 14%
improvement against the prior year.
Key investing activities for the year to support our growth largely comprised the following items:
- The deferred purchase consideration of R54 million for the acquisition of Ubusha and R30 million for the
acquisition of Lawtrust;
- Acquisition of PPE to the sum of R96 million and intangible assets of R118 million; and
- An increase in capital rental devices of R259 million driven by our Netstar business.
Final Dividend
The Board remains committed to maintaining Altron's dividend cover of 2.5 times headline earnings on
continuing operations. The final dividend is calculated based on current continuing operations HEPS,
adjusted to remove the impact of the COT and GBN Non-Cash Adjustments.
As such, a final dividend of 19 cents per share (15.20000 cents net of 20% dividend withholding tax) is
declared for the financial year ended 28 February 2023, payable to shareholders recorded in the register of the
Company at the close of business on the record date appearing below.
The Board has confirmed by resolution that the solvency and liquidity test as contemplated by the Companies
Act, No. 71 of 2008, as amended, has been duly considered, applied and satisfied. This is a dividend as defined
in the Income Tax Act, No. 58 of 1962 and is payable from income reserves. The income tax number of the
company is 9725149711.
The number of ordinary shares in issue at the date of this declaration is 410 805 451 including 32 287 468
treasury shares.
The salient dates applicable to the final dividend are as follows:
DIVIDEND DATES
Last day to trade cum dividend Tuesday, 30 May 2023
Commence trading ex-dividend Wednesday, 31 May 2023
Record date Friday, 2 June 2023
Final Dividend Payment date Monday, 5 June 2023
Share certificates may not be dematerialised or re-materialised between Wednesday, 31 May 2023 and Friday,
2 June 2023, both days inclusive.
DIRECTORATE AND COMMITTEE CHANGES
During the financial year, our Board continued to provide valuable input to the Group in realising its strategic
goals. The Board and its Committees underwent several changes during the year, and these were announced on
various SENS announcements.
The Company underwent leadership changes when Mr. Mteto Nyati, Group Chief Executive and Executive
Director of the Board, resigned on 30 June 2022 and the Chairman, Mr Stewart van Graan was appointed as
acting Group Chief Executive and Executive Chairman with Dr. Phumla Mnganga appointed as the Lead
Independent Director between 1 July 2022 to 30 September 2022. Mr. Werner Kapp was appointed as the
Company's Group Chief Executive and Executive Director with effect from 1 October 2022 and as a member of
the Investment Committee with effect from 13 February 2023.
Mr. Samuel "Sam" Sithole (Non-Executive Director) and Mr. Tapiwa Ngara (in his capacity as the Alternate
Non-Executive Director to Mr. Antony Ball) resigned on 20 March 2023. Mr. Ngara was subsequently appointed as
the Non-Executive Director of the Company and Chairman of the Investment Committee on 20 March 2023.
The Board adopted a decision to restructure the Remuneration, Social, Ethics and Sustainability Committee
into two stand-alone committees, namely:
- The Remuneration Committee comprising of Dr Phumla Mnganga (Chairperson), Mr. Antony Ball (Member),
Ms. Sharoda Rapeti (Member) and Mr. Robert Venter (Member); and
- The Social, Ethics and Sustainability Committee comprising of Ms. Sharoda Rapeti (Chairperson), Ms.
Alupheli Sithebe (Member), Mr. Robert Venter (Member) and Mr. Werner Kapp (Member).
KEY SUBSIDIARY COMPANY DIRECTORATE
Messrs Venter and Dawson were appointed on the Netstar Board to provide guidance to the Netstar
management team. Mr. Grant Fraser has since been appointed as Managing Director of Netstar and as part of
further streamlining governance, the Board has resolved to resign Messrs Venter and Dawson as non-executive
directors of Netstar. Ms. Alupheli Sithebe's appointment as the Chairperson of Netstar's Financial Reporting and
Accounting Committee will also be terminated. The Altron Board will continue to provide guidance and oversight
to the Netstar Management team as it does with all its other operations.
OUTLOOK
Management expects the ongoing challenges facing the industry including loadshedding, inflationary and
currency pressures to continue to put pressure on Altron and its customers' businesses. Profit improvement
strategies have been implemented in Altron Systems Integration and Netstar with early leading indicators in
both businesses showing positive momentum, repositioning both businesses for growth. Into FY2024 the Group's
focus will be on executing its clear growth strategy to grow revenue and drive operating leverage, whilst
investing in its growth businesses.
CHANGES TO THE BOARD - RESIGNATION AND APPOINTMENT OF CHIEF EXECUTIVE OFFICER AND EXECUTIVE DIRECTOR
Mr Nicholas Bofilatos, has made the decision to permanently move to the Netherlands with his family,
and as such has advised the Board of his intention to step down as the Group's Chief Financial Officer and
Executive Director.
The Board undertook an intense search for Mr. Bofilatos' replacement and is pleased to announce the
appointment of Mr. Carel Snyman as the Group's Chief Financial Officer and Executive Director with effect from
1 June 2023.
Mr. Snyman is a qualified CA (SA) with over 20 years of financial experience which includes significant experience
as a financial executive at Naspers, MultiChoice Africa where he was Chief Financial Officer and most recently,
as the Chief Financial Officer at Aztomix Proprietary Limited, a company he co-founded.
Mr. Bofilatos will continue in the leadership team of the Company until 31 October 2023 while Mr. Snyman
transitions into the role.
The Board congratulates Mr. Snyman on his appointment and looks forward to his contribution and thanks
Mr. Bofilatos for his contribution to Altron over the past four years.
YEAR END RESULTS PRESENTATION
An investor presentation will be hosted virtually via webcast at 09:30 CAT on 15 May 2023, to present the
Group's financial results for the year ended 28 February 2023. Registration to attend the webcast can be
accessed via the following link:
https://event-rsvp.com/AltronFinancialResults2023/l/E2PLLVZFV3.
FURTHER INFORMATION
This short-form announcement is the responsibility of the directors and contains forward-looking statements
that relate to Altron's future operations and performance. Such statements are not intended to be interpreted
as guarantees of future performance, achievements, financial or other results. They rely on future
circumstances, some of which are beyond management's control, and the outcomes implied by these
statements could potentially be materially different from future results. No assurance can be given that forward-
looking statements will be accurate, thus, undue reliance should not be placed on such statements. Altron does
not undertake any obligations to update publicly or release any revisions to these forward-looking statements
to reflect events or circumstances after the date of publication of this report or to reflect the occurrence of
unanticipated events. It is only a summary of the information contained in the full announcement and does not
contain full or complete details. Any investment decision should be based on the full announcement which is
available at: https://senspdf.jse.co.za/documents/2023/jse/isse/aele/YE23.pdf and which is also available on
our website at: https://www.altron.com.
The directors of Altron take full responsibility for the preparation of this provisional report and the financial
information has been correctly extracted from the underlying audited financial statements.
Any investment decisions made by investors and/or shareholders should be based on consideration of the full annual
financial results as a whole and investors and/or shareholders are encouraged to review the full annual financial results
at https://www.altron.com/financial-reporting/#annual_results.
The key audit matters (pursuant to ISA 701) can be viewed via the full independent auditor's unmodified audit report and the annual financial statements at: https://www.altron.com.
Copies of the full announcement may also be requested from Mbali Ngcobo at mbali.ngcobo@altron.com. The full announcement is also available at our registered office for inspection, at no charge, during office hours.
For and on behalf of the Board
Mr. S van Graan Mr. W Kapp Mr. N Bofilatos
Chairman Group Chief Executive Chief Financial Officer
Registered Office
Altron Campus, 20 Woodlands Drive, Woodlands Office Park, Woodmead, Gauteng, South Africa, 2191
Sponsor
Investec Bank Limited
Transfer Secretaries
Computershare Investor Services Proprietary Limited, 1st Floor, Rosebank Towers, 15 Biermann Avenue,
Rosebank, 2196
Directors
Mr. SW van Graan (Chairman), Mr. WG Kapp (Group Chief Executive)*, Mr. N Bofilatos (Chief Financial Officer)*,
Mr. A Ball, Mr. BW Dawson, Mr. GG Gelink, Dr. P Mnganga, Ms. AK Sithebe, Mr. RE Venter, Ms. S Rapeti, Mr. TR Ngara
* Executive Director
Group Company Secretary
Ms M Ngcobo
15 May 2023
Johannesburg
Date: 15-05-2023 07:05:00
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.
https://senspdf.jse.co.za/documents/2023/jse/isse/aele/YE23.pdf
Annual Results for the year ended 28 February 2023, Cash Dividend Declaration and Change to the Board
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")
Annual Results for the year ended 28 February 2023, Cash Dividend Declaration and Change to the Board
SALIENT FEATURES - CONTINUING OPERATIONS
- Revenue up by 19%, to R9.5 billion underpinned by all segments growing revenue;
- Earnings before interest, taxation, depreciation, amortisation, capital items and equity accounted profits
("EBITDA") improved by 2% to R1.2 billion, negatively impacted by a provision raised for Altron's exposure
to the City of Tshwane of R134 million ("COT") and a provision raised for excess inventory held as a result of the
Gauteng Broadband Network contract which was not renewed of R31 million, collectively referred to as the
"COT and GBN Non-Cash Adjustments";
- EPS increased by 80% to 36 cents with HEPS decreasing by 8% to 47 cents; and
- To provide an indication of core FY2023 performance, adjusting for the impact of the COT and GBN Non-
Cash Adjustments, EBITDA expanded 11% to R1.3 billion, EPS increased 79% to 77 cents and HEPS grew 19%
to 89 cents.
Note: All growth rates referred to throughout this announcement are year on year growth rates unless stated
otherwise.
R'million CONTINUING ADJUSTED CONTINUING
2023 2022 Change % 2023(1) 2022(2) Change %
Revenue 9 464 7 930 +19% 9 464 7 930 +19%
EBITDA 1 161 1 140 +2% 1 326 1 194 +11%
Operating profit before capital items 462 498 (7%) 627 552 +14%
Net profit after tax 150 79 +90% 306 165 +85%
HEPS 47 cents 51 cents (8%) 89 cents 75 cents +19%
EPS 36 cents 20 cents +80% 77 cents 43 cents +79%
(1) To provide an indication of core FY2023 performance, adjustments include the removal of the provisions relating
to the COT exposure of R134 million and the GBN contract inventory provision of R31 million.
(2) FY2022 EBITDA was adjusted by a total amount of R54 million, to remove the impact of severance costs and the IFRS 2
charge which relates to the modification of share-based payments because of the Bytes UK demerger. HEPS
was adjusted by the same R54 million adjustment in addition to the AIMS vendor financing loan impairment of R47 million
plus the tax impact of the adjustments.
SALIENT FEATURES - GROUP
- Revenue up by 14% to R10.9 billion;
- EBITDA down by 4% to R1.1 billion, negatively impacted by the COT and GBN Non-Cash Adjustments as well
as Altron Document Solutions ("ADS") raising a provision for inventory held and an impairment on an
outstanding receivable, referred to as the ADS Non-Cash Adjustment;
- EPS increased by 96% to (1) cents with HEPS decreasing by 22% to 29 cents;
- DPS increased by 17% to 35 cents;
- Free cash flow increased by R163 million to R412 million; and
- Net Debt: EBITDA at 0.22 times, down from 0.36 times at FY2022.
Year-to-date performance
R'million GROUP
2023 2022 Change %
Revenue 10 848 9 518 +14%
EBITDA 1 053 1 095 (4%)
Operating profit before capital items 346 440 (21%)
Net profit after tax 13 (95) +114%
HEPS 29 cents 37 cents (22%)
EPS (1) cents (28) cents +96%
DPS 35 cents 30 cents +17%
KEY BUSINESS HIGHLIGHTS ACHIEVED IN FY2023
- The integration of Lawtrust for a full 12 months - a leader in digital security;
- Competition approval received for the disposal of the banking business in Altron Managed Solutions to NCR;
- Exit of non-core assets in Rest of Africa progressing, with exit from Kenya post year end on 1 April 2023 and
Namibia sale agreement signed with exit targeted to be concluded in FY2024;
- The turnaround of Altron Karabina and Altron Managed Solutions continues to show positive results;
- Altron FinTech becoming a billion-rand business with EBITDA increasing 22%;
- Grant Fraser appointed as the Managing Director of Netstar and Collin Govender appointed as the Managing
Director of Altron Systems Integration to drive the profit improvement strategies in each respective
business; and
- Capex investment of R57 million in Netstar and R11,7 million in Altron HealthTech's platform businesses to
grow and drive Big Data as a Service.
Commenting on the results Altron Group CEO Werner Kapp said "Altron's revenue growth of 19% demonstrates our
resilience in the face of extremely tough economic conditions. As we look into FY2024, we have a clear growth strategy
against which we are executing and we are already seeing the positive results of our profit improvement strategy
in our two biggest businesses, Netstar and Altron Systems Integration. As a Group we remain focused on
driving revenue growth and improving operating leverage whilst investing in our growth businesses. Customer obsession
is at the core of our strategy as we partner with our customers on their digital transformation journeys,
whilst also protecting them from increased cyber security risks. Despite continuing tough trading conditions,
I am excited by the opportunity before us."
FINANCIAL OVERVIEW
Notwithstanding the increasingly tough trading conditions, continuing operations delivered double digit revenue
growth of 19% to R9.5 billion for the year, with EBITDA growing 2% to R1,161 million and operating income
declining 7% to R462 million, negatively impacted by the COT and GBN Non-Cash Adjustments. Adjusting for the
impact of these two provisions, EBITDA grew to R1,326 million and operating income improved to R627 million,
representing a +11% and +14% growth respectively, compared to adjusted FY2022 EBITDA and operating income.
The Group's operations delivered robust 14% revenue growth, evidencing Altron's resilient high annuity
and diversified earnings base. EBITDA and operating income were negatively impacted by the COT
and GBN Non-Cash Adjustments and the ADS Non-Cash Adjustment, with EBITDA down 4% to R1,053 million and
operating income (before capital items) down 21% to R346 million.
The Group continues to remain strongly cash generative and is well capitalised with low gearing ratios, providing
flexibility to pursue its growth strategy.
Segmental Review
R'million CONTINUING REPORTED CONTINUING ADJUSTED
2023 2022 Change % 2023 2022 Change %
REVENUE
Own Platforms 3 253 2 847 +14% 3 253 2 847 +14%
Digital Transformation 2 789 2 216 +26% 2 789 2 216 +26%
Managed Services 2 917 2 563 +14% 2 917 2 563 +14%
Other 505 304 +66% 505 304 +66%
EBITDA
Own Platforms 1 003 955 +5% 1 003 955 +5%
Digital Transformation 152 130 +17% 152 138 +10%
Managed Services 36 121 (70%) 201 121 +66%
Other (30) (66) +55% (30) (20) (50%)
Own Platforms
The Own Platforms segment grew revenue by 14% to R3.25 billion, with EBITDA growing 5% to R1.0 billion
and operating profit down 5% to R521 million. Margin pressures experienced in Netstar, negatively impacted
the performance of the segment.
- Netstar revenue of R1.86 billion, delivered 11% revenue growth with subscribers growing 20% to over
1.37 million subscribers. Subscriber growth was strong in the Original Equipment Manufacturer segment
and in Malaysia, up 46% and 80% respectively. Netstar continues to deliver a high Software as a Service
annuity base of 83%. EBITDA of R629 million remained relatively flat and operating profit declined 27% to
R192 million due to ongoing margin pressures. Operating income was negatively impacted due to the increased
activity on pre-fitments with lower than acceptable conversion rates, compounded by the increase in
component costs. Netstar's profit improvement strategy, being driven by its new Managing Director,
Mr. Grant Fraser, is well underway with benefits already evident in operational efficiencies and growing
Software as a Service. The conversion rates on pre-fitments have increased from 32% to 47% post-year end
and the group fulfilment rate on contracts has improved to 48%. Its investment into its platform and
bureau service will open key opportunities in the Big Data space, as it continues to digitalize mobile
assets for its customers.
- Altron FinTech grew revenue 22% to R1.04 billion, EBITDA improved 22% to R271 million and operating
income expanded 21% to R233 million. Performance was supported by all of FinTech's offerings delivering
revenue and profit growth. The Card Issuance and Personalisation division improved revenue by 7% due to
compliance refreshes of card issuance machines within the banking sector. Revenue generated by the
integrated transaction solutions division increased 85%, due to higher hardware sales, following a migration
of clients from Linux to Android operating system terminals, together with an increase in volumes and
values processed through FinTech's switch. The payments and collections business saw an increase of 12%
in revenue supported by higher collections and an increase in customers. For FY2024, the stronger than
normal hardware revenue is expected to normalise, with an estimated impact on hardware revenue
of between R25 million to R30 million.
- Altron HealthTech delivered revenue growth of 8% to R350 million. Growth was supported by a 23% improvement
in the corporate health business which added 9 new clients, as well as an increase in transaction value
processed, up 7%. EBITDA and operating income grew 2% to R103 million and 5% to R96 million respectively.
The EBITDA and operating income delivered is after fully absorbing a R11.7 million investment into building
our new cloud platform. The investment into the platform is targeted to scale the business and deliver
new revenue streams with our local and international partners. These new revenue streams will include
solutions leveraging the deep insights we have gained as a result of processing 99.8 million medical
claims per annum.
Digital Transformation
The Digital Transformation segment grew revenue 26% to R2.79 billion, supported by revenue growth in Altron
Karabina, Altron Security and Altron Systems Integration. EBITDA improved by 17% to R152 million and operating
profit by 57% to R77 million, driven largely by a strong performance by Altron Karabina and by Altron Security
with the inclusion of Lawtrust for 12 months. However, margin pressures within Altron Systems Integration
negatively impacted the performance of the Digital Transformation segment. Excluding Lawtrust's performance,
Digital Transformation revenue of R2.47 billion was down 17% against the prior year with EBITDA of R76 million
and operating profit of R19 million down 31% and 47% respectively.
- Within Altron Security, changes in regulations, an increase in supply chain governance and accelerating digital transformation
across our customers, continued to support increased demand for security solutions in FY2023. Altron
Security's capabilities are uniquely positioned to deliver into this demand, with revenue of R436 million
increasing by over 100%. FY2023 results include a full 12 months of Lawtrust, the digital security solutions
company we acquired last year. When excluding LawTrust's performance, revenue increased by 9% against
the prior year, EBITDA by 26% and operating income by 57%, evidencing good fiscal discipline in controlling
costs to drive improved operational leverage.
- Altron Karabina delivered a solid 10% growth in its revenue of R350 million largely due to increased demand
in data and analytics, business applications and software services. A continued focus on cost savings
delivered operating leverage with EBITDA of R43 million and operating income of R23 million, growing 19%
and 44% on the prior year.
- Altron Systems Integration increased revenue to R2 billion up 18%, with EBITDA of R5 million and an
operating loss of R20 million. Although the business achieved revenue growth across most of its market
offerings, margin pressures were experienced in its software engineering, contact center, smart
manufacturing and operations businesses. In addition, results were negatively impacted by R23 million in
restructuring costs incurred. In October 2022, Collin Govender was appointed as Managing Director of Altron Systems
Integration to drive and implement its profit improvement strategy. Loss-making businesses have been
closed and through the restructuring, the cost base has been rightsized, resulting in an estimated R50 million
annual cost savings, to return the business to profitability and reset it on its growth path.
Managed Services
The Managed Services segment's revenue of R2.9 billion increased by 14%, with EBITDA of R36 million,
down 70% and an operating loss of R62 million. EBITDA was down 70% negatively impacted by
the COT and GBN Non-Cash Adjustments. Adjusting for the impact of these two provisions, EBITDA grew 66% to
R201 million and operating income improved to R103 million, up from R6 million in FY2022.
- Altron Managed Solutions delivered 7% revenue growth to R1.88 billion and 34% growth in EBITDA,
demonstrating the improved delivery on operational leverage. Its operating profit of R74 million was up by
over 100% compared to the prior year. The sale of the banking business is progressing, with all Competition Commission
approvals being received, and the parties looking to close the transaction towards the middle of the
calendar year.
- Altron Nexus's revenue of R1.03 billion achieved 29% growth, however an EBITDA loss of R82 million and
an operating loss of R136 million were negatively impacted by the COT and GBN Non-Cash Adjustments.
Adjusting for the impact of these two Non-Cash Adjustments, the business achieved a 152% growth in
EBITDA to R83 million and R29 million in operating profit, a R57 million improvement against the prior year's
loss of R28 million. As the GBN contract rolls off, the business is actively right-sizing its cost base and
diversifying its revenue streams across private sector industries. Progress continues to be made on the COT
legal process. In parallel with the section 116 (3) of the Municipal Management Finance Act process which
the COT's Municipal Council approved for the undisputed portion of our claim, the arbitration process with
COT regarding the disputed portion of our claim commenced in April with the first hearing set for June 2023.
The Arbitrator indicated that he would make an award shortly thereafter and then provide further directions.
Based on legal opinions we have received, our case remains strong with the arbitration process set to
determine the quantum of the disputed claim, as the contract has already been determined valid and binding
by the Constitutional Court ruling on 19 May 2021, hence the COT is abiding with this decision and accordingly
agreed to the Section 116 (3) process and the arbitration process.
Other
Altron Arrow
Altron Arrow grew revenue by 34% to R679 million and EBITDA by 108% to R52 million. Operating profit grew
to R50 million, up 117%. The strong performance in revenue can be attributed to an increase in product demand,
a broadening of the customer base and product cost inflation. Improved operational efficiencies from the
adoption of artificial intelligence across its operations delivered operating leverage.
DISCONTINUED OPERATIONS
Despite the termination of the sale of ADS to Bi-Africa, Altron continues to classify ADS as held for sale as
it continues to explore options to exit this business. ADS grew revenue for the year by 10% to R1.2 billion,
however, EBITDA of R60 million was negatively impacted by the ADS Non-Cash Adjustment relating to
a provision on inventory held of R74 million and an impairment of R30 million on an outstanding receivable.
Altron Rest of Africa's revenue of R190 million was lower than the prior year by 32%. EBITDA loss of R52 million
and operating loss of R52 million increased relative to the prior year loss by 16% and 6% respectively.
Altron remains committed to completing the disposal of all assets held for sale in discontinued operations.
CASH MANAGEMENT
The Group increased its cash balance by R82 million for the financial year to R681 million, representing a 14%
improvement against the prior year.
Key investing activities for the year to support our growth largely comprised the following items:
- The deferred purchase consideration of R54 million for the acquisition of Ubusha and R30 million for the
acquisition of Lawtrust;
- Acquisition of PPE to the sum of R96 million and intangible assets of R118 million; and
- An increase in capital rental devices of R259 million driven by our Netstar business.
Final Dividend
The Board remains committed to maintaining Altron's dividend cover of 2.5 times headline earnings on
continuing operations. The final dividend is calculated based on current continuing operations HEPS,
adjusted to remove the impact of the COT and GBN Non-Cash Adjustments.
As such, a final dividend of 19 cents per share (15.20000 cents net of 20% dividend withholding tax) is
declared for the financial year ended 28 February 2023, payable to shareholders recorded in the register of the
Company at the close of business on the record date appearing below.
The Board has confirmed by resolution that the solvency and liquidity test as contemplated by the Companies
Act, No. 71 of 2008, as amended, has been duly considered, applied and satisfied. This is a dividend as defined
in the Income Tax Act, No. 58 of 1962 and is payable from income reserves. The income tax number of the
company is 9725149711.
The number of ordinary shares in issue at the date of this declaration is 410 805 451 including 32 287 468
treasury shares.
The salient dates applicable to the final dividend are as follows:
DIVIDEND DATES
Last day to trade cum dividend Tuesday, 30 May 2023
Commence trading ex-dividend Wednesday, 31 May 2023
Record date Friday, 2 June 2023
Final Dividend Payment date Monday, 5 June 2023
Share certificates may not be dematerialised or re-materialised between Wednesday, 31 May 2023 and Friday,
2 June 2023, both days inclusive.
DIRECTORATE AND COMMITTEE CHANGES
During the financial year, our Board continued to provide valuable input to the Group in realising its strategic
goals. The Board and its Committees underwent several changes during the year, and these were announced on
various SENS announcements.
The Company underwent leadership changes when Mr. Mteto Nyati, Group Chief Executive and Executive
Director of the Board, resigned on 30 June 2022 and the Chairman, Mr Stewart van Graan was appointed as
acting Group Chief Executive and Executive Chairman with Dr. Phumla Mnganga appointed as the Lead
Independent Director between 1 July 2022 to 30 September 2022. Mr. Werner Kapp was appointed as the
Company's Group Chief Executive and Executive Director with effect from 1 October 2022 and as a member of
the Investment Committee with effect from 13 February 2023.
Mr. Samuel "Sam" Sithole (Non-Executive Director) and Mr. Tapiwa Ngara (in his capacity as the Alternate
Non-Executive Director to Mr. Antony Ball) resigned on 20 March 2023. Mr. Ngara was subsequently appointed as
the Non-Executive Director of the Company and Chairman of the Investment Committee on 20 March 2023.
The Board adopted a decision to restructure the Remuneration, Social, Ethics and Sustainability Committee
into two stand-alone committees, namely:
- The Remuneration Committee comprising of Dr Phumla Mnganga (Chairperson), Mr. Antony Ball (Member),
Ms. Sharoda Rapeti (Member) and Mr. Robert Venter (Member); and
- The Social, Ethics and Sustainability Committee comprising of Ms. Sharoda Rapeti (Chairperson), Ms.
Alupheli Sithebe (Member), Mr. Robert Venter (Member) and Mr. Werner Kapp (Member).
KEY SUBSIDIARY COMPANY DIRECTORATE
Messrs Venter and Dawson were appointed on the Netstar Board to provide guidance to the Netstar
management team. Mr. Grant Fraser has since been appointed as Managing Director of Netstar and as part of
further streamlining governance, the Board has resolved to resign Messrs Venter and Dawson as non-executive
directors of Netstar. Ms. Alupheli Sithebe's appointment as the Chairperson of Netstar's Financial Reporting and
Accounting Committee will also be terminated. The Altron Board will continue to provide guidance and oversight
to the Netstar Management team as it does with all its other operations.
OUTLOOK
Management expects the ongoing challenges facing the industry including loadshedding, inflationary and
currency pressures to continue to put pressure on Altron and its customers' businesses. Profit improvement
strategies have been implemented in Altron Systems Integration and Netstar with early leading indicators in
both businesses showing positive momentum, repositioning both businesses for growth. Into FY2024 the Group's
focus will be on executing its clear growth strategy to grow revenue and drive operating leverage, whilst
investing in its growth businesses.
CHANGES TO THE BOARD - RESIGNATION AND APPOINTMENT OF CHIEF EXECUTIVE OFFICER AND EXECUTIVE DIRECTOR
Mr Nicholas Bofilatos, has made the decision to permanently move to the Netherlands with his family,
and as such has advised the Board of his intention to step down as the Group's Chief Financial Officer and
Executive Director.
The Board undertook an intense search for Mr. Bofilatos' replacement and is pleased to announce the
appointment of Mr. Carel Snyman as the Group's Chief Financial Officer and Executive Director with effect from
1 June 2023.
Mr. Snyman is a qualified CA (SA) with over 20 years of financial experience which includes significant experience
as a financial executive at Naspers, MultiChoice Africa where he was Chief Financial Officer and most recently,
as the Chief Financial Officer at Aztomix Proprietary Limited, a company he co-founded.
Mr. Bofilatos will continue in the leadership team of the Company until 31 October 2023 while Mr. Snyman
transitions into the role.
The Board congratulates Mr. Snyman on his appointment and looks forward to his contribution and thanks
Mr. Bofilatos for his contribution to Altron over the past four years.
YEAR END RESULTS PRESENTATION
An investor presentation will be hosted virtually via webcast at 09:30 CAT on 15 May 2023, to present the
Group's financial results for the year ended 28 February 2023. Registration to attend the webcast can be
accessed via the following link:
https://event-rsvp.com/AltronFinancialResults2023/l/E2PLLVZFV3.
FURTHER INFORMATION
This short-form announcement is the responsibility of the directors and contains forward-looking statements
that relate to Altron's future operations and performance. Such statements are not intended to be interpreted
as guarantees of future performance, achievements, financial or other results. They rely on future
circumstances, some of which are beyond management's control, and the outcomes implied by these
statements could potentially be materially different from future results. No assurance can be given that forward-
looking statements will be accurate, thus, undue reliance should not be placed on such statements. Altron does
not undertake any obligations to update publicly or release any revisions to these forward-looking statements
to reflect events or circumstances after the date of publication of this report or to reflect the occurrence of
unanticipated events. It is only a summary of the information contained in the full announcement and does not
contain full or complete details. Any investment decision should be based on the full announcement which is
available at: https://senspdf.jse.co.za/documents/2023/jse/isse/aele/YE23.pdf and which is also available on
our website at: https://www.altron.com.
The directors of Altron take full responsibility for the preparation of this provisional report and the financial
information has been correctly extracted from the underlying audited financial statements.
Any investment decisions made by investors and/or shareholders should be based on consideration of the full annual
financial results as a whole and investors and/or shareholders are encouraged to review the full annual financial results
at https://www.altron.com/financial-reporting/#annual_results.
The key audit matters (pursuant to ISA 701) can be viewed via the full independent auditor's unmodified audit report and the annual financial statements at: https://www.altron.com.
Copies of the full announcement may also be requested from Mbali Ngcobo at mbali.ngcobo@altron.com. The full announcement is also available at our registered office for inspection, at no charge, during office hours.
For and on behalf of the Board
Mr. S van Graan Mr. W Kapp Mr. N Bofilatos
Chairman Group Chief Executive Chief Financial Officer
Registered Office
Altron Campus, 20 Woodlands Drive, Woodlands Office Park, Woodmead, Gauteng, South Africa, 2191
Sponsor
Investec Bank Limited
Transfer Secretaries
Computershare Investor Services Proprietary Limited, 1st Floor, Rosebank Towers, 15 Biermann Avenue,
Rosebank, 2196
Directors
Mr. SW van Graan (Chairman), Mr. WG Kapp (Group Chief Executive)*, Mr. N Bofilatos (Chief Financial Officer)*,
Mr. A Ball, Mr. BW Dawson, Mr. GG Gelink, Dr. P Mnganga, Ms. AK Sithebe, Mr. RE Venter, Ms. S Rapeti, Mr. TR Ngara
* Executive Director
Group Company Secretary
Ms M Ngcobo
15 May 2023
Johannesburg
Date: 15-05-2023 07:05:00
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.
April 17, 2023
Operational Update and Trading Statement
Operational Update and Trading Statement
ALTRON LIMITED
(Registration number 1947/024583/06)
(Incorporated in the Republic of South Africa)
Share Code: AEL ISIN: ZAE000191342
(“Altron” or “Company” or “Group”)
OPERATIONAL UPDATE AND TRADING STATEMENT
Altron is currently finalising its financial results for the year ended 28 February 2023 (the “period”) which
results are expected to be released on the Stock Exchange News Service on or about 15 May 2023.
In terms of the JSE Limited Listings Requirements, a listed company must publish a trading statement once
it is satisfied that a reasonable degree of certainty exists that the financial results for the period to be
reported on next, will differ by at least 20% from the reported financial results for the previous corresponding
period.
Accordingly, a review by management of the financial results for the period has indicated that Altron’s results
will differ by at least 20% from the prior year as set out below.
OPERATIONAL UPDATE
Group Overview
Notwithstanding the increasingly tough trading conditions, the Group’s continuing operations have
pleasingly delivered robust double-digit revenue growth year-on-year (“YoY”), evidencing Altron’s resilient
high annuity base. Normalising for the Once-off Adjustments referred to below, EBITDA across continuing
operations delivered robust growth YoY. The variance between the increase in revenue growth and the
lower EBITDA growth, is largely due to margin pressures in two of Altron’s largest revenue contributing
businesses, Netstar and Altron Systems Integration (“ASI”). Both businesses are implementing their
accelerated performance improvement strategies, which are gaining positive momentum in FY24. The
Group continues to remain strongly cash generative and is sufficiently capitalised, providing a solid platform
to execute the immediate strategic initiatives.
Group results for the period were positively impacted by several factors, including:
- Positive momentum from Altron Karabina’s profit improvement strategy, driving an improvement in
operating leverage;
- Improved hardware sales in Altron FinTech (“FinTech”), Altron Managed Solutions (“AMS”) and
Altron Arrow as product demand intensified;
- Altron Security delivered a strong performance, underpinned by increased demand and the
acquisition of LawTrust; and
- Disciplined cost management and process efficiencies produced solid performance within AMS.
However, margin pressures experienced by ASI and Netstar, which are currently the subject of
accelerated performance improvement strategies; together with the following once-off non-cash
adjustments (“Once-Off Adjustments”), had a negative impact on Group earnings:
- Following reports released in January 2023, that the Auditor General had identified material
uncertainties in the City of Tshwane’s (“CoT”) 2022 financial statements relating to going concern,
management in accordance with auditing, accounting and reporting principles, decided to follow a
conservative approach and provide R134 million in respect of part of Altron Nexus’ (“Nexus”)
exposure to CoT. This provision is raised for Altron’s accounting purposes and does not constitute
any waiver, nor does it mean that Altron is abandoning its rights and claim. On a successful
outcome of recovery greater than the carrying amount, the respective provision will be reversed in
the relevant financial results. Despite the raising of this provision, significant progress has been
made on the matter, with the Constitutional Court ruling the contract valid and binding on 19 May
2021, CoT embarking on a section 116(3) of the Municipal Finance Management Act process in
October 2022, the parties signing an arbitration agreement on 5 April 2023, and the arbitration
process having commenced on 12 April 2023 in parallel with the aforesaid section 116(3)
process.
- The extension of the Gauteng Broadband Network contract, for phase 2 (“GBN2”) came to an end
on 8 March 2023. The rollout of the project experienced delays outside of Altron’s control,
resulting in fewer sites being deployed than initially scoped for in the original tender awarded. An
assessment was performed over the inventory pertaining to this project, resulting in an
impairment of R31 million in Nexus.
- As announced on 28th February 2023, the sale of Altron Document Solutions to Bi-Africa
Investment Holdings Proprietary Limited (“Bi-Africa“) was terminated. While all regulatory approvals
were received, Bi-Africa and the Original Equipment Manufacturer could not conclude a distribution
agreement satisfactory to both parties, a condition precedent, resulting in the termination of the
transaction. An assessment of Altron’s assets held for sale resulted in a provision on inventory held
of R74 million and an impairment of R30 million on an outstanding receivable.
Digital Transformation
The Digital Transformation segment achieved double-digit growth in both revenue and EBITDA YoY.
Altron Security recorded exceptionally strong growth YoY, more than doubling both revenue and EBITDA,
boosted by the inclusion of its latest acquisition, LawTrust, for the full 12 months. Excluding the impact of
LawTrust, the operation still delivered solid double-digit YoY organic growth in EBITDA, through growing its
customer base and rigorous cost control. Altron Security is experiencing increasing demand and is perfectly
positioned to solve for Cyber Security threats, which are front and center for Altron’s clients.
Altron Karabina continues to deliver robust growth in revenue and double-digit growth in EBITDA YoY, since
its profit improvement strategy which commenced in FY22. Growth in revenue was underpinned by gaining
market share in the licensing business unit, which grew revenues by over 50% YoY. Growth in EBITDA
was supported by a strong focus on cost reduction to improve operational leverage. The total contract value
signed in the year remains in line with the prior year, with backlog orders increasing by R30 million against
the comparative period, positioning the business for further growth.
ASI continued to face challenges as flagged at the Group’s interim results presentation, with double-digit
growth in revenue YoY, but a disappointing EBITDA performance for the year. ASI’s profit improvement
strategy focuses on increasing sales and rightsizing the cost base. A new head of sales was appointed for
the Digital Transformation segment, with a focused strategy on industry segmentation and collaboration
across the Group. The costs associated with closing down and reorganizing business units have negatively
impacted on the already subdued performance for the year.
Own Platforms
The Own Platforms segment achieved double-digit growth in revenue and single-digit growth in EBITDA
YoY. Growth in EBITDA was impacted by margin pressures experienced in Netstar.
Netstar continued to face the headwinds highlighted during Altron’s interim results and despite double-digit
growth in revenue YoY, growth in EBITDA was disappointingly flat YoY. Effective 1 January 2023, we
announced the appointment of Grant Fraser as the new Managing Director of Netstar. Grant was formerly
the CEO of an integrated security solutions business, following which he took up the role as COO of a
stolen vehicle recovery and fleet focused telematics business. He has extensive experience in fleet
management telematics solutions and is implementing Netstar’s profit improvement strategy for FY24. The
benefits of this strategy are gaining positive momentum, with an over 48% increase in our lead to fitment
ratio and the repositioning of Netstar’s fleet business for growth, which has already resulted in the sign up
of key new fleet customers for FY24. Netstar is an exciting business for the Group and the refocus will open
key opportunities in the Big Data space, as it continues to digitalize mobile assets for its customers.
FinTech achieved double-digit growth YoY in both revenue and EBITDA. FinTech’s performance was
underpinned by higher hardware sales, which benefited from a combination of migration from Linux to
Android operating system terminals and a cycle of compliance-drive-refreshes of payment card industry
equipment by the majority of South Africa’s top-tier banks. In addition, both the volume and value of
transactions processed through its financial switch increased.
Altron HealthTech delivered single-digit growth YoY in both revenue and EBITDA. Patient transactions were
negatively impacted by medical aid patients running out of their medical aid benefits earlier in the year, as
well as loadshedding which continues to disrupt patient visits to their medical practitioners. EBITDA was
impacted by R11.7 million of investment which was fully expensed in the year. This investment relates to
transforming the business to a cloud-based platform business model, to drive new sources of future
revenue. This will enable Altron HealthTech to partner globally; build innovative solutions and scale the
business.
Managed Services
The Managed Services segment achieved double-digit revenue growth YoY, however EBITDA was
negatively impacted by once-off provisions.
AMS delivered single-digit growth in revenue and strong double-digit growth in EBITDA YoY, demonstrating
the improved delivery on operational leverage. In the first half of FY23, external cost pressures negatively
impacted margins in the IT Services & Retail Support division. In the second half of FY23, operational
efficiencies were implemented to re-align the cost base, resulting in improved margins and positioning the
business for growth within the retail and IT services segment.
Nexus achieved double-digit growth in revenue YoY, however EBITDA was negatively impacted by the
provisions raised for CoT and GBN2 inventory. Normalizing for the impact of these two provisions, the core
Nexus business achieved over 100% growth in EBITDA, as it continues to de-gear its exposure to the public
sector and focus on its strengths in the higher margin critical communications solutions, which it overlays
with enterprise networking solutions.
Altron Arrow
Altron Arrow continues to outperform expectations against prior years, achieving double-digit growth YoY
in revenue and more than doubling EBITDA. The business signed on key new contracts during the year for
component parts, as demand continues to increase. Altron Arrow is also successfully diversifying its offering
into Enterprise Computing Solutions, with a core focus on Cyber Security software sales. Reduction of
operating costs and streamlining business processes using artificial intelligence and technology, achieved
improved operating leverage across the business.
Projected Ranges
Despite margin pressures in Netstar and ASI, Altron continues to deliver strong results. Normalizing for the
Once-off Adjustments noted above, the Group is expected to deliver normalized earnings from continuing
operations in the range of:
Normalized Projected range 28 February 2022(2) Percentage range
continuing operations 28 February 2023(1)
Revenue R9,04 billion to R9,83 R7,93 billion 14% to 24% higher
billion
EBITDA R1,21 billion to R1,45 R1,19 billion 1% to 21% higher
billion
Earnings per share 73 cents per share to 43 cents 70% to 88% higher
(“EPS”) 81 cents per share
Headline earnings per 81 cents per share to 75 cents 8% to 28% higher
share (“HEPS”) 96 cents per share
Note 1:
FY 23 was adjusted by a total amount of 44 cents to reverse the impact of the provision raised against the CoT exposure and the
inventory provision pertaining to the GBN2 project within Nexus.
Note 2:
FY 22 was adjusted by a total amount of 24 cents, to reverse the impact of the IFRS 2 charge which relates to the modification of
share-based payments because of the Bytes UK demerger, AIMS vendor financing loan impairment, and severance costs.
At a Group level actual numbers are expected to be:
Altron Group Projected range Actual Percentage range
28 February 2023 28 February 2022
Revenue R10,38 billion to R11,33 R9,52 billion 9% to 19% higher
billion
EBITDA R0,99 billion to R1,10 R1,1 billion (10%) lower to 0%
billion
EPS (4) cents per share to 0 (28) cents 86% to 100% higher
cents per share
HEPS 25 cents per share to 37 cents (32%) to (14%) lower
32 cents per share
Year End Results Presentation
The Group's financial results for the year ended 28 February 2023 will be published on www.altron.com at
07:05 CAT on Monday, 15 May 2023, with the investor presentation hosted virtually via webcast at 09:30
CAT on the same day. Registration to attend the webcast can be accessed via the following link: Click here
(https://event-rsvp.com/AltronFinancialResults2023/l/E2PLLVZFV3).
Shareholders are advised that the information provided in this trading statement has not been reviewed
and reported on by the Group’s external auditors.
Johannesburg
17 April 2023
Sponsor
Investec Bank Limited
Date: 17-04-2023 07:05:00
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.
ALTRON LIMITED
(Registration number 1947/024583/06)
(Incorporated in the Republic of South Africa)
Share Code: AEL ISIN: ZAE000191342
(“Altron” or “Company” or “Group”)
OPERATIONAL UPDATE AND TRADING STATEMENT
Altron is currently finalising its financial results for the year ended 28 February 2023 (the “period”) which
results are expected to be released on the Stock Exchange News Service on or about 15 May 2023.
In terms of the JSE Limited Listings Requirements, a listed company must publish a trading statement once
it is satisfied that a reasonable degree of certainty exists that the financial results for the period to be
reported on next, will differ by at least 20% from the reported financial results for the previous corresponding
period.
Accordingly, a review by management of the financial results for the period has indicated that Altron’s results
will differ by at least 20% from the prior year as set out below.
OPERATIONAL UPDATE
Group Overview
Notwithstanding the increasingly tough trading conditions, the Group’s continuing operations have
pleasingly delivered robust double-digit revenue growth year-on-year (“YoY”), evidencing Altron’s resilient
high annuity base. Normalising for the Once-off Adjustments referred to below, EBITDA across continuing
operations delivered robust growth YoY. The variance between the increase in revenue growth and the
lower EBITDA growth, is largely due to margin pressures in two of Altron’s largest revenue contributing
businesses, Netstar and Altron Systems Integration (“ASI”). Both businesses are implementing their
accelerated performance improvement strategies, which are gaining positive momentum in FY24. The
Group continues to remain strongly cash generative and is sufficiently capitalised, providing a solid platform
to execute the immediate strategic initiatives.
Group results for the period were positively impacted by several factors, including:
- Positive momentum from Altron Karabina’s profit improvement strategy, driving an improvement in
operating leverage;
- Improved hardware sales in Altron FinTech (“FinTech”), Altron Managed Solutions (“AMS”) and
Altron Arrow as product demand intensified;
- Altron Security delivered a strong performance, underpinned by increased demand and the
acquisition of LawTrust; and
- Disciplined cost management and process efficiencies produced solid performance within AMS.
However, margin pressures experienced by ASI and Netstar, which are currently the subject of
accelerated performance improvement strategies; together with the following once-off non-cash
adjustments (“Once-Off Adjustments”), had a negative impact on Group earnings:
- Following reports released in January 2023, that the Auditor General had identified material
uncertainties in the City of Tshwane’s (“CoT”) 2022 financial statements relating to going concern,
management in accordance with auditing, accounting and reporting principles, decided to follow a
conservative approach and provide R134 million in respect of part of Altron Nexus’ (“Nexus”)
exposure to CoT. This provision is raised for Altron’s accounting purposes and does not constitute
any waiver, nor does it mean that Altron is abandoning its rights and claim. On a successful
outcome of recovery greater than the carrying amount, the respective provision will be reversed in
the relevant financial results. Despite the raising of this provision, significant progress has been
made on the matter, with the Constitutional Court ruling the contract valid and binding on 19 May
2021, CoT embarking on a section 116(3) of the Municipal Finance Management Act process in
October 2022, the parties signing an arbitration agreement on 5 April 2023, and the arbitration
process having commenced on 12 April 2023 in parallel with the aforesaid section 116(3)
process.
- The extension of the Gauteng Broadband Network contract, for phase 2 (“GBN2”) came to an end
on 8 March 2023. The rollout of the project experienced delays outside of Altron’s control,
resulting in fewer sites being deployed than initially scoped for in the original tender awarded. An
assessment was performed over the inventory pertaining to this project, resulting in an
impairment of R31 million in Nexus.
- As announced on 28th February 2023, the sale of Altron Document Solutions to Bi-Africa
Investment Holdings Proprietary Limited (“Bi-Africa“) was terminated. While all regulatory approvals
were received, Bi-Africa and the Original Equipment Manufacturer could not conclude a distribution
agreement satisfactory to both parties, a condition precedent, resulting in the termination of the
transaction. An assessment of Altron’s assets held for sale resulted in a provision on inventory held
of R74 million and an impairment of R30 million on an outstanding receivable.
Digital Transformation
The Digital Transformation segment achieved double-digit growth in both revenue and EBITDA YoY.
Altron Security recorded exceptionally strong growth YoY, more than doubling both revenue and EBITDA,
boosted by the inclusion of its latest acquisition, LawTrust, for the full 12 months. Excluding the impact of
LawTrust, the operation still delivered solid double-digit YoY organic growth in EBITDA, through growing its
customer base and rigorous cost control. Altron Security is experiencing increasing demand and is perfectly
positioned to solve for Cyber Security threats, which are front and center for Altron’s clients.
Altron Karabina continues to deliver robust growth in revenue and double-digit growth in EBITDA YoY, since
its profit improvement strategy which commenced in FY22. Growth in revenue was underpinned by gaining
market share in the licensing business unit, which grew revenues by over 50% YoY. Growth in EBITDA
was supported by a strong focus on cost reduction to improve operational leverage. The total contract value
signed in the year remains in line with the prior year, with backlog orders increasing by R30 million against
the comparative period, positioning the business for further growth.
ASI continued to face challenges as flagged at the Group’s interim results presentation, with double-digit
growth in revenue YoY, but a disappointing EBITDA performance for the year. ASI’s profit improvement
strategy focuses on increasing sales and rightsizing the cost base. A new head of sales was appointed for
the Digital Transformation segment, with a focused strategy on industry segmentation and collaboration
across the Group. The costs associated with closing down and reorganizing business units have negatively
impacted on the already subdued performance for the year.
Own Platforms
The Own Platforms segment achieved double-digit growth in revenue and single-digit growth in EBITDA
YoY. Growth in EBITDA was impacted by margin pressures experienced in Netstar.
Netstar continued to face the headwinds highlighted during Altron’s interim results and despite double-digit
growth in revenue YoY, growth in EBITDA was disappointingly flat YoY. Effective 1 January 2023, we
announced the appointment of Grant Fraser as the new Managing Director of Netstar. Grant was formerly
the CEO of an integrated security solutions business, following which he took up the role as COO of a
stolen vehicle recovery and fleet focused telematics business. He has extensive experience in fleet
management telematics solutions and is implementing Netstar’s profit improvement strategy for FY24. The
benefits of this strategy are gaining positive momentum, with an over 48% increase in our lead to fitment
ratio and the repositioning of Netstar’s fleet business for growth, which has already resulted in the sign up
of key new fleet customers for FY24. Netstar is an exciting business for the Group and the refocus will open
key opportunities in the Big Data space, as it continues to digitalize mobile assets for its customers.
FinTech achieved double-digit growth YoY in both revenue and EBITDA. FinTech’s performance was
underpinned by higher hardware sales, which benefited from a combination of migration from Linux to
Android operating system terminals and a cycle of compliance-drive-refreshes of payment card industry
equipment by the majority of South Africa’s top-tier banks. In addition, both the volume and value of
transactions processed through its financial switch increased.
Altron HealthTech delivered single-digit growth YoY in both revenue and EBITDA. Patient transactions were
negatively impacted by medical aid patients running out of their medical aid benefits earlier in the year, as
well as loadshedding which continues to disrupt patient visits to their medical practitioners. EBITDA was
impacted by R11.7 million of investment which was fully expensed in the year. This investment relates to
transforming the business to a cloud-based platform business model, to drive new sources of future
revenue. This will enable Altron HealthTech to partner globally; build innovative solutions and scale the
business.
Managed Services
The Managed Services segment achieved double-digit revenue growth YoY, however EBITDA was
negatively impacted by once-off provisions.
AMS delivered single-digit growth in revenue and strong double-digit growth in EBITDA YoY, demonstrating
the improved delivery on operational leverage. In the first half of FY23, external cost pressures negatively
impacted margins in the IT Services & Retail Support division. In the second half of FY23, operational
efficiencies were implemented to re-align the cost base, resulting in improved margins and positioning the
business for growth within the retail and IT services segment.
Nexus achieved double-digit growth in revenue YoY, however EBITDA was negatively impacted by the
provisions raised for CoT and GBN2 inventory. Normalizing for the impact of these two provisions, the core
Nexus business achieved over 100% growth in EBITDA, as it continues to de-gear its exposure to the public
sector and focus on its strengths in the higher margin critical communications solutions, which it overlays
with enterprise networking solutions.
Altron Arrow
Altron Arrow continues to outperform expectations against prior years, achieving double-digit growth YoY
in revenue and more than doubling EBITDA. The business signed on key new contracts during the year for
component parts, as demand continues to increase. Altron Arrow is also successfully diversifying its offering
into Enterprise Computing Solutions, with a core focus on Cyber Security software sales. Reduction of
operating costs and streamlining business processes using artificial intelligence and technology, achieved
improved operating leverage across the business.
Projected Ranges
Despite margin pressures in Netstar and ASI, Altron continues to deliver strong results. Normalizing for the
Once-off Adjustments noted above, the Group is expected to deliver normalized earnings from continuing
operations in the range of:
Normalized Projected range 28 February 2022(2) Percentage range
continuing operations 28 February 2023(1)
Revenue R9,04 billion to R9,83 R7,93 billion 14% to 24% higher
billion
EBITDA R1,21 billion to R1,45 R1,19 billion 1% to 21% higher
billion
Earnings per share 73 cents per share to 43 cents 70% to 88% higher
(“EPS”) 81 cents per share
Headline earnings per 81 cents per share to 75 cents 8% to 28% higher
share (“HEPS”) 96 cents per share
Note 1:
FY 23 was adjusted by a total amount of 44 cents to reverse the impact of the provision raised against the CoT exposure and the
inventory provision pertaining to the GBN2 project within Nexus.
Note 2:
FY 22 was adjusted by a total amount of 24 cents, to reverse the impact of the IFRS 2 charge which relates to the modification of
share-based payments because of the Bytes UK demerger, AIMS vendor financing loan impairment, and severance costs.
At a Group level actual numbers are expected to be:
Altron Group Projected range Actual Percentage range
28 February 2023 28 February 2022
Revenue R10,38 billion to R11,33 R9,52 billion 9% to 19% higher
billion
EBITDA R0,99 billion to R1,10 R1,1 billion (10%) lower to 0%
billion
EPS (4) cents per share to 0 (28) cents 86% to 100% higher
cents per share
HEPS 25 cents per share to 37 cents (32%) to (14%) lower
32 cents per share
Year End Results Presentation
The Group's financial results for the year ended 28 February 2023 will be published on www.altron.com at
07:05 CAT on Monday, 15 May 2023, with the investor presentation hosted virtually via webcast at 09:30
CAT on the same day. Registration to attend the webcast can be accessed via the following link: Click here
(https://event-rsvp.com/AltronFinancialResults2023/l/E2PLLVZFV3).
Shareholders are advised that the information provided in this trading statement has not been reviewed
and reported on by the Group’s external auditors.
Johannesburg
17 April 2023
Sponsor
Investec Bank Limited
Date: 17-04-2023 07:05:00
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.
March 20, 2023
Changes to the Altron Board and Committees – Resignation and appointment of a Non-Executive Director
Changes to the Altron Board and Committees - Resignation and appointment of a Non-Executive Director
ALTRON LIMITED
(Registration number 1947/024583/06)
(Incorporated in the Republic of South Africa)
Share Code: AEL ISIN: ZAE000191342
(“Altron” or the “Company”)
CHANGES TO THE ALTRON BOARD AND COMMITTEES - RESIGNATION AND APPOINTMENT
OF A NON-EXECUTIVE DIRECTOR
In compliance with paragraph 3.59 of the Listings Requirements of the JSE Limited, Shareholders are
hereby notified of the resignation of Mr. Sam Sithole as a Non-Executive Director and Chairman of the
Investment Committee with effect from 20 March 2023 due to his increased portfolio and executive role
responsibilities.
To fill the resulting vacancy, Mr. Tapiwa Ngara, who has served on the Altron Board as an Alternate
Non-Executive Director to Mr. Antony Ball since 13 September 2021, has resigned that role and has
been appointed a full Non-Executive Director, and further as the Chairman of the Investment
Committee.
Mr. Ngara, a qualified Chartered Accountant (SA), is an experienced investment professional who has
served as an Investment Director and member of the Investment Committee at Value Capital Partners
(Pty) Ltd since 1 September 2019 and a Non-Executive Director of Sun International Limited since 16
September 2019. Prior to that, he fulfilled the roles as Group Corporate Development Manager and
Interim Head of Investor Relations at Vivo Energy Plc, as well as an investment banker with Goldman
Sachs based in London. Mr. Ngara holds a Master of Business Administration (MBA) degree from
London Business School, where he graduated with Distinction.
Mr. Werner Kapp, Altron’s Executive Director and Group Chief Officer has been appointed as a member
of Altron’s Investment Committee.
The Board thanks Mr. Sithole for his sound advice and extensive contribution and congratulates Mr.
Ngara on his expanded responsibilities on the Altron Board of Directors.
Johannesburg
20 March 2023
Sponsor
Investec Bank Limited
Date: 20-03-2023 05:24:00
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.
ALTRON LIMITED
(Registration number 1947/024583/06)
(Incorporated in the Republic of South Africa)
Share Code: AEL ISIN: ZAE000191342
(“Altron” or the “Company”)
CHANGES TO THE ALTRON BOARD AND COMMITTEES - RESIGNATION AND APPOINTMENT
OF A NON-EXECUTIVE DIRECTOR
In compliance with paragraph 3.59 of the Listings Requirements of the JSE Limited, Shareholders are
hereby notified of the resignation of Mr. Sam Sithole as a Non-Executive Director and Chairman of the
Investment Committee with effect from 20 March 2023 due to his increased portfolio and executive role
responsibilities.
To fill the resulting vacancy, Mr. Tapiwa Ngara, who has served on the Altron Board as an Alternate
Non-Executive Director to Mr. Antony Ball since 13 September 2021, has resigned that role and has
been appointed a full Non-Executive Director, and further as the Chairman of the Investment
Committee.
Mr. Ngara, a qualified Chartered Accountant (SA), is an experienced investment professional who has
served as an Investment Director and member of the Investment Committee at Value Capital Partners
(Pty) Ltd since 1 September 2019 and a Non-Executive Director of Sun International Limited since 16
September 2019. Prior to that, he fulfilled the roles as Group Corporate Development Manager and
Interim Head of Investor Relations at Vivo Energy Plc, as well as an investment banker with Goldman
Sachs based in London. Mr. Ngara holds a Master of Business Administration (MBA) degree from
London Business School, where he graduated with Distinction.
Mr. Werner Kapp, Altron’s Executive Director and Group Chief Officer has been appointed as a member
of Altron’s Investment Committee.
The Board thanks Mr. Sithole for his sound advice and extensive contribution and congratulates Mr.
Ngara on his expanded responsibilities on the Altron Board of Directors.
Johannesburg
20 March 2023
Sponsor
Investec Bank Limited
Date: 20-03-2023 05:24:00
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.
March 3, 2023
Allocation of Bonus Shares in terms of the Altron 2009 Share Plan to Executive Director
Allocation of Bonus Shares in terms of the Altron 2009 Share Plan to Executive Director
ALTRON LIMITED
(Registration number 1947/024583/0)
(Incorporated in the Republic of South Africa)
Share code: AEL ISIN: ZAE000191342
(“Altron” or “Company”)
ALLOCATION OF BONUS SHARES IN TERMS OF THE ALTRON 2009 SHARE PLAN TO
EXECUTIVE DIRECTOR
In compliance with rule 3.63 of the JSE Listings Requirements, shareholders are hereby advised
that Bonus Shares have been offered to and accepted by Mr. Werner Kapp, on 28 February 2023
which Bonus Shares will vest in accordance with the Company’s 2009 Share Plan as outlined below.
Name: Werner Gerhard Kapp
Position held: Group Chief Executive
Nature of interest Direct
Bonus Shares Allocated: 1 500 000
Strike Price R0.00
Vesting date: 3 October 2023; 3 October 2024; and 3 October 2025
Clearance obtained Yes
Johannesburg
3 March 2023
Sponsor: Investec Bank Limited
Date: 03-03-2023 05:00:00
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.
ALTRON LIMITED
(Registration number 1947/024583/0)
(Incorporated in the Republic of South Africa)
Share code: AEL ISIN: ZAE000191342
(“Altron” or “Company”)
ALLOCATION OF BONUS SHARES IN TERMS OF THE ALTRON 2009 SHARE PLAN TO
EXECUTIVE DIRECTOR
In compliance with rule 3.63 of the JSE Listings Requirements, shareholders are hereby advised
that Bonus Shares have been offered to and accepted by Mr. Werner Kapp, on 28 February 2023
which Bonus Shares will vest in accordance with the Company’s 2009 Share Plan as outlined below.
Name: Werner Gerhard Kapp
Position held: Group Chief Executive
Nature of interest Direct
Bonus Shares Allocated: 1 500 000
Strike Price R0.00
Vesting date: 3 October 2023; 3 October 2024; and 3 October 2025
Clearance obtained Yes
Johannesburg
3 March 2023
Sponsor: Investec Bank Limited
Date: 03-03-2023 05:00:00
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.
February 28, 2023
Termination of the Transaction relating to the Disposal of Altron Document Solutions
Termination of the Transaction relating to the Disposal of Altron Document Solutions
ALTRON LIMITED
(Registration number 1947/024583/06)
(Incorporated in the Republic of South Africa)
Share Code: AEL ISIN: ZAE000191342
(“Altron” or “Company”)
TERMINATION OF THE TRANSACTION RELATING TO THE DISPOSAL OF ALTRON
DOCUMENT SOLUTIONS
Shareholders are referred to the announcements published by the Company on 17 March 2022, 26 May 2022
and 31 August 2022 notifying shareholders of a Category 2 transaction relating to the disposal of its business
interest in Altron Document Solutions (“ADS”) and its associated subsidiary, Genbiz Trading 1001 Proprietary
Limited (“Genbiz”) to Bi-Africa Investment Holdings Proprietary Limited (“Bi-Africa”), (the “Transaction”).
The Transaction was subject to the fulfilment of various conditions precedent, including regulatory approvals
and the conclusion of a distribution agreement between Bi-Africa and Xerox Limited (“Xerox”) to the satisfaction
of both parties whereby Bi-Africa was to be appointed as Xerox’s distribution agent in South Africa and Sub-
Saharan Africa, to be fulfilled by the long stop date of 28 February 2023. While all regulatory approvals were
received, Bi-Africa and Xerox could not conclude a distribution agreement, satisfactory to both parties, resulting
in the termination of the Transaction.
Altron continues to view the ADS and Genbiz businesses as non-core to its strategy, and remains committed
to exploring alternatives to dispose of these non-core interests.
Johannesburg
28 February 2023
Transaction Advisor
Marsden Advisory Pty Ltd
Sponsor
Investec Bank Limited
Date: 28-02-2023 05:00:00
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.
ALTRON LIMITED
(Registration number 1947/024583/06)
(Incorporated in the Republic of South Africa)
Share Code: AEL ISIN: ZAE000191342
(“Altron” or “Company”)
TERMINATION OF THE TRANSACTION RELATING TO THE DISPOSAL OF ALTRON
DOCUMENT SOLUTIONS
Shareholders are referred to the announcements published by the Company on 17 March 2022, 26 May 2022
and 31 August 2022 notifying shareholders of a Category 2 transaction relating to the disposal of its business
interest in Altron Document Solutions (“ADS”) and its associated subsidiary, Genbiz Trading 1001 Proprietary
Limited (“Genbiz”) to Bi-Africa Investment Holdings Proprietary Limited (“Bi-Africa”), (the “Transaction”).
The Transaction was subject to the fulfilment of various conditions precedent, including regulatory approvals
and the conclusion of a distribution agreement between Bi-Africa and Xerox Limited (“Xerox”) to the satisfaction
of both parties whereby Bi-Africa was to be appointed as Xerox’s distribution agent in South Africa and Sub-
Saharan Africa, to be fulfilled by the long stop date of 28 February 2023. While all regulatory approvals were
received, Bi-Africa and Xerox could not conclude a distribution agreement, satisfactory to both parties, resulting
in the termination of the Transaction.
Altron continues to view the ADS and Genbiz businesses as non-core to its strategy, and remains committed
to exploring alternatives to dispose of these non-core interests.
Johannesburg
28 February 2023
Transaction Advisor
Marsden Advisory Pty Ltd
Sponsor
Investec Bank Limited
Date: 28-02-2023 05:00:00
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.
February 23, 2023
Update: Disposal of the ATM Hardware and Support Business of Altron Managed Solutions
Update: 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 the “Company”)
UPDATE: DISPOSAL OF THE ATM HARDWARE AND SUPPORT BUSINESS OF ALTRON MANAGED SOLUTIONS
Shareholders are referred to the announcement published on 27 October 2022 announcing the sale of
business agreement 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 dispose, as a going concern, the ATM
hardware and support business of ATMT’s Altron Managed Solutions division to NCR (“the Transaction”).
Whilst the regulatory approvals for the Transaction have been received from the South African, Botswana and
Eswatini Competition Commissions, regulatory approval from Namibia Competition Commission is still
outstanding and thus, the Parties have agreed to extend the date for the fulfilment or waiver (to the extent
permissible) of the conditions precedent to 24 April 2023.
Johannesburg
23 February 2023
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: 23-02-2023 05:00:00
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.
ALTRON LIMITED
(Registration number 1947/024583/06)
(Incorporated in the Republic of South Africa)
Share Code: AEL ISIN: ZAE000191342
(“Altron” or the “Company”)
UPDATE: DISPOSAL OF THE ATM HARDWARE AND SUPPORT BUSINESS OF ALTRON MANAGED SOLUTIONS
Shareholders are referred to the announcement published on 27 October 2022 announcing the sale of
business agreement 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 dispose, as a going concern, the ATM
hardware and support business of ATMT’s Altron Managed Solutions division to NCR (“the Transaction”).
Whilst the regulatory approvals for the Transaction have been received from the South African, Botswana and
Eswatini Competition Commissions, regulatory approval from Namibia Competition Commission is still
outstanding and thus, the Parties have agreed to extend the date for the fulfilment or waiver (to the extent
permissible) of the conditions precedent to 24 April 2023.
Johannesburg
23 February 2023
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: 23-02-2023 05:00:00
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.
February 20, 2023
Restructure of the Altron Board Committees
Restructure of the Altron Board Committees
ALTRON LIMITED
(Registration number 1947/024583/06)
(Incorporated in the Republic of South Africa)
Share Code: AEL ISIN: ZAE000191342
(“Altron” or the “Company”)
RESTRUCTURE OF THE ALTRON BOARD COMMITTEES
Shareholders are hereby notified that, on re-evaluating the mandates and the work load of the Altron
Remuneration, Social, Ethics and Sustainability Committee (“RemSec”), the Board resolved to separate
the combined RemSec and have a stand-alone Remuneration Committee and Social, Ethics and
Sustainability Committee with effect from 13 February 2023.
The Altron Remuneration Committee will focus on developing policy and structure for remuneration of
directors and senior management and the Altron Social, Ethics and Sustainability Committee will focus
on organisational ethics, responsible corporate citizenship, environmental sustainability, transformation
and stakeholder relationships.
The members of the Remuneration Committee will remain:
- Dr. Phumla Mnganga (Chairperson)
- Ms. Sharoda Rapeti (Member)
- Mr. Antony Ball (Member)
- Mr. Tapiwa Ngara (Alternate to Mr. Antony Ball)
- Mr. Robert Venter (Member)
The members of the Social, Ethics and Sustainability Committee will be:
- Ms. Sharoda Rapeti (Chairperson)
- Ms. Alupheli Sithebe (Member)
- Mr. Robert Venter (Member)
- Mr. Werner Kapp (Member)
The stand-alone committees will be entitled to the current RemSec fees as approved at the Annual
General Meeting held on 27 July 2022. The stand-alone Remuneration Committee and Social, Ethics
and Sustainability Committee future fees will be tabled at the 2023 Annual General Meeting.
Major subsidiary oversight – Netstar Proprietary Limited (“Netstar”)
Messrs Venter and Dawson were appointed to the Netstar Board to provide guidance to the Netstar
management team. Mr. Grant Fraser has since been appointed Managing Director of Netstar and as
part of further streamlining governance, the Board has resolved to resign Messrs Venter and Dawson
as non-executive directors of Netstar. Ms. Alupheli Sithebe’s appointment as the Chairperson of
Netstar’s Financial Reporting and Accounting Committee will also terminate. The Altron Board will
continue to provide guidance and oversight to the Netstar Management team as it does with all its other
Operations.
Johannesburg
20 February 2023
Sponsor
Investec Bank Limited
Date: 20-02-2023 07:05:00
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.
ALTRON LIMITED
(Registration number 1947/024583/06)
(Incorporated in the Republic of South Africa)
Share Code: AEL ISIN: ZAE000191342
(“Altron” or the “Company”)
RESTRUCTURE OF THE ALTRON BOARD COMMITTEES
Shareholders are hereby notified that, on re-evaluating the mandates and the work load of the Altron
Remuneration, Social, Ethics and Sustainability Committee (“RemSec”), the Board resolved to separate
the combined RemSec and have a stand-alone Remuneration Committee and Social, Ethics and
Sustainability Committee with effect from 13 February 2023.
The Altron Remuneration Committee will focus on developing policy and structure for remuneration of
directors and senior management and the Altron Social, Ethics and Sustainability Committee will focus
on organisational ethics, responsible corporate citizenship, environmental sustainability, transformation
and stakeholder relationships.
The members of the Remuneration Committee will remain:
- Dr. Phumla Mnganga (Chairperson)
- Ms. Sharoda Rapeti (Member)
- Mr. Antony Ball (Member)
- Mr. Tapiwa Ngara (Alternate to Mr. Antony Ball)
- Mr. Robert Venter (Member)
The members of the Social, Ethics and Sustainability Committee will be:
- Ms. Sharoda Rapeti (Chairperson)
- Ms. Alupheli Sithebe (Member)
- Mr. Robert Venter (Member)
- Mr. Werner Kapp (Member)
The stand-alone committees will be entitled to the current RemSec fees as approved at the Annual
General Meeting held on 27 July 2022. The stand-alone Remuneration Committee and Social, Ethics
and Sustainability Committee future fees will be tabled at the 2023 Annual General Meeting.
Major subsidiary oversight – Netstar Proprietary Limited (“Netstar”)
Messrs Venter and Dawson were appointed to the Netstar Board to provide guidance to the Netstar
management team. Mr. Grant Fraser has since been appointed Managing Director of Netstar and as
part of further streamlining governance, the Board has resolved to resign Messrs Venter and Dawson
as non-executive directors of Netstar. Ms. Alupheli Sithebe’s appointment as the Chairperson of
Netstar’s Financial Reporting and Accounting Committee will also terminate. The Altron Board will
continue to provide guidance and oversight to the Netstar Management team as it does with all its other
Operations.
Johannesburg
20 February 2023
Sponsor
Investec Bank Limited
Date: 20-02-2023 07:05:00
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.
February 1, 2023
Appointment of Company Secretary
Appointment of Company Secretary
ALTRON LIMITED
(Registration number 1947/024583/06)
(Incorporated in the Republic of South Africa)
Share Code: AEL ISIN: ZAE000191342
(“Altron” or the “Company”)
APPOINTMENT OF COMPANY SECRETARY
In accordance with paragraph 3.59 of the JSE Limited Listings Requirements, the Company is pleased
to announce that Ms. Mbali Ngcobo has been appointed as Altron’s Company Secretary with effect from
1 February 2023.
Ms. Ngcobo is an admitted attorney of the High Court with approximately 5 years of corporate law and
company secretarial experience, having served in various capacities in listed corporates including, as
Manager: Legal Counsel - Company Secretarial at Massmart, Company Secretary: Operations and
more recently, as the Interim Company Secretary at Altron.
Ms. Ngcobo holds a Bachelor of Laws (LLB Degree) from the University of KwaZulu Natal and a Masters
in Corporate Law from the University of Pretoria. The Board is satisfied that Ms. Ngcobo has the
requisite knowledge and experience to fulfil the role of Company Secretary and wishes her great
success.
For and on behalf of the Board.
Johannesburg
1 February 2023
Sponsor
Investec Bank Limited
Date: 01-02-2023 07:19:00
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.
ALTRON LIMITED
(Registration number 1947/024583/06)
(Incorporated in the Republic of South Africa)
Share Code: AEL ISIN: ZAE000191342
(“Altron” or the “Company”)
APPOINTMENT OF COMPANY SECRETARY
In accordance with paragraph 3.59 of the JSE Limited Listings Requirements, the Company is pleased
to announce that Ms. Mbali Ngcobo has been appointed as Altron’s Company Secretary with effect from
1 February 2023.
Ms. Ngcobo is an admitted attorney of the High Court with approximately 5 years of corporate law and
company secretarial experience, having served in various capacities in listed corporates including, as
Manager: Legal Counsel - Company Secretarial at Massmart, Company Secretary: Operations and
more recently, as the Interim Company Secretary at Altron.
Ms. Ngcobo holds a Bachelor of Laws (LLB Degree) from the University of KwaZulu Natal and a Masters
in Corporate Law from the University of Pretoria. The Board is satisfied that Ms. Ngcobo has the
requisite knowledge and experience to fulfil the role of Company Secretary and wishes her great
success.
For and on behalf of the Board.
Johannesburg
1 February 2023
Sponsor
Investec Bank Limited
Date: 01-02-2023 07:19:00
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.
November 15, 2022
Dealing in Securities by an Executive Director’s Associate
Dealing in Securities by an Executive Director’s Associate
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”)
DEALING IN SECURITIES BY AN EXECUTIVE DIRECTOR’S ASSOCIATE
In compliance with paragraph 3.63 to 3.74 of the JSE Limited Listings Requirements, the following
information is hereby disclosed:
Date of Transaction : 14 November 2022
Director : Mr. Werner Kapp
Name of Associate : WG Kapp Family Trust
Relationship : The Director is the Trustee of the WG Kapp
Family Trust
Class of securities : Altron A Ordinary shares
Number of securities : 1 752
Price per security : R9.30
Total value of transaction : R16 293.60
Nature of transaction : Purchase of shares in the open market
Nature of interest : Indirect, Beneficial
Clearance obtained : Yes
Johannesburg
15 November 2022
Sponsor
Investec Bank Limited
Date: 15-11-2022 12:52:00
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.
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”)
DEALING IN SECURITIES BY AN EXECUTIVE DIRECTOR’S ASSOCIATE
In compliance with paragraph 3.63 to 3.74 of the JSE Limited Listings Requirements, the following
information is hereby disclosed:
Date of Transaction : 14 November 2022
Director : Mr. Werner Kapp
Name of Associate : WG Kapp Family Trust
Relationship : The Director is the Trustee of the WG Kapp
Family Trust
Class of securities : Altron A Ordinary shares
Number of securities : 1 752
Price per security : R9.30
Total value of transaction : R16 293.60
Nature of transaction : Purchase of shares in the open market
Nature of interest : Indirect, Beneficial
Clearance obtained : Yes
Johannesburg
15 November 2022
Sponsor
Investec Bank Limited
Date: 15-11-2022 12:52:00
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.
October 27, 2022
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
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.
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
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.
