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Posting of Circular, Notice of General Meeting and Important Dates and Times
ALARIS HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1997/011142/06)
Share code: ALH
ISIN: ZAE000201554
("Alaris" or "the Company")
POSTING OF CIRCULAR, NOTICE OF GENERAL MEETING AND IMPORTANT DATES AND TIMES
Unless the context indicates otherwise, terms used in this announcement bear the same meanings
given to such terms in the Circular (as defined below).
Alaris Shareholders are referred to the announcement released on the Stock Exchange News
Service (“SENS”) of the JSE Limited (“JSE”) by Alaris on Monday, 11 October 2021 regarding the
firm intention of Tadvest Limited, CRH Investments Proprietary Limited, Conexus Investment Fund
Proprietary Limited, Brazen Force Investments Proprietary Limited acting as trustees for the Brazen
Force Investment Trust, Nguni Investments Proprietary Limited and Chauke Investments Proprietary
Limited (collectively, the "Consortium" or "Offerors") to make an offer to acquire all ordinary shares
in Alaris (excluding treasury shares)(“Ordinary Shares”), other than any Ordinary Shares held by
the Consortium, and their concert parties (“the Scheme”).
It is proposed that the Scheme be implemented by way of a scheme of arrangement in terms of
section 114(1) of the Companies Act, 71 of 2008 as amended (“the Companies Act”) and if that
should fail, a general offer in terms of section 117(1)(c)(v) of the Companies Act (“the Standby
Offer”). The amount payable in terms of the Scheme will be a cash consideration of R4.20 per
Scheme Share (“Scheme Consideration”).
POSTING OF CIRCULAR
Alaris Shareholders are hereby advised that the circular containing details of the Scheme will be
posted and electronically distributed to Alaris Shareholders today, Friday, 19 November 2021
("Circular"). The Circular incorporates a notice convening a general meeting of Alaris Shareholders
(“General Meeting”) for purposes of considering the resolutions approving the Scheme or Standby
Offer, as the case may be and certain amendments to the Alaris Share Incentive Schemes.
The Circular is also available on Alaris’s website at www.alarisholdings.com.
Alaris Shareholders are advised to review the Circular for the full terms and conditions of the Scheme
and Standby Offer.
NOTICE OF GENERAL MEETING
Notice is hereby given that the General Meeting will be held electronically at 12:00 on Tuesday, 21
December 2021 for the purpose of considering and, if deemed fit, approving, with or without
modification, the resolutions set out in the notice of the General Meeting included in the Circular.
Shareholders wishing to attend the General Meeting should follow the instructions set out in the
Circular.
IMPORTANT DATES AND TIMES RELATING TO THE SCHEME
The important dates and times relating to the Scheme are set out below.
2021
Record date to determine which Alaris Shareholders are entitled to receive this Friday, 12 November
Circular on
Circular posted to Alaris Shareholders and notice convening the General Friday, 19 November
Meeting released on SENS on
Last day to trade in order to be recorded in the Securities Register on the Scheme Tuesday, 7 December
Voting Record Date in order to be eligible to vote at the General Meeting on
Scheme Voting Record Date being 17:00 on Friday, 10 December
For administrative purposes only, Forms of Proxy to be lodged with Friday, 17 December
Computershare by 12:00 on
Forms of Proxy emailed to Computershare (for the attention of the chairperson Tuesday, 21 December
of the General Meeting) to be received via email and provided to the chairperson,
at any time before the proxy exercises any rights of the Alaris Shareholder at the
General Meeting on
Last date and time for Alaris Shareholders to give notice to Alaris objecting, in Tuesday, 21 December
terms of section 164(3) of the Companies Act, to the Scheme Resolution to be
able to invoke Appraisal Rights by 12:00 on
General Meeting of Alaris Shareholders to be held at 12:00 on Tuesday, 21 December
Results of General Meeting released on SENS on Tuesday, 21 December
If the Scheme is approved by Alaris Shareholders at the General Meeting:
Last date for Alaris Shareholders who voted against the Scheme Resolution to Wednesday, 29 December
require Alaris to seek court approval for the Scheme Resolution in terms of
section 115(3)(a) of the Companies Act (where applicable) on
2022
Last date for Alaris Shareholders who voted against the Scheme Resolution to Wednesday, 5 January
apply to court for leave to apply for a review of the Scheme Resolution in terms
of section 115(3)(b) of the Companies Act on
Last date for Alaris to send objecting Alaris Shareholders notices of the adoption Wednesday, 5 January
of the Scheme Resolution in accordance with section 164(4) of the Companies
Act on
Action
The following dates assume that all conditions precedent to the Scheme
are fulfilled or, where applicable, waived by Tuesday, 26 January 2022 and
will be confirmed in an announcement:
Scheme Finalisation Date Announcement by 11:00 Thursday, 27 January
Scheme LDT expected to be on Tuesday, 8 February
Trading in Alaris Shares on the JSE suspended from commencement of trade Wednesday, 9 February
expected to be on
Last day for Forms of Election and Surrender (blue) to be validly lodged by Friday, 11 February
Certificated Alaris Shareholders with the Transfer Secretaries and elections to
be made by CSDPs or Brokers of Dematerialised Alaris Shareholders expected
to be by 12:00 on
Scheme Consideration Record Date to be recorded in the Securities Register in Friday, 11 February
order to receive the Scheme Consideration expected to be on
Scheme Operative Date expected to be on Monday, 14 February
Certificated Shareholders Scheme Consideration sent by EFT within 5 Business Monday, 14 February
Days of
Dematerialised Shareholders to have their account credited with the Scheme Monday, 14 February
Consideration or Standby Offer Consideration
Termination of listing of Alaris Shares on the JSE at commencement of trade Tuesday, 15 February
expected to be on
Notes:
1. The above dates and times are subject to such changes as may be agreed to by Alaris and the
Consortium and approved by the Takeover Panel and/or the JSE, if required. If all the Scheme
Conditions are not fulfilled or, where applicable, waived by Wednesday, 26 January 2022 (or if
all conditions precedent to the Scheme are fulfilled or, where applicable, waived on a day before
Wednesday, 26 January 2022), an updated timetable will be released on SENS.
2. Completed Forms of Proxy and the authority (if any) under which they are signed must be (i)
lodged with, posted or emailed to Computershare at Rosebank Towers, 15 Biermann Avenue,
Rosebank, Johannesburg, 2196 (Private Bag X9000, Saxonwold, 2132), or
proxy@computershare.co.za, to be received by them no later than 12:00 on Friday, 17
December 2021 or (ii) thereafter emailed to Computershare at the aforementioned email address
(for the attention of the chairperson of the General Meeting) at any time before the proxy
exercises any rights of the Alaris Shareholder at such General Meeting.
3. Alaris Shareholders should note that, as trade in Alaris Shares on the JSE is settled in the
electronic settlement system used by Strate, settlement of trades takes place 3 Business Days
after the date of such trades. Therefore, Alaris Shareholders who acquire Alaris Shares on the
JSE after the voting last day to trade, expected to be on Tuesday, 7 December 2021 being the
last day to trade in Alaris Shares so as to be recorded in the Securities Register on the Scheme
Voting Record Date, will not be entitled to vote at the General Meeting.
4. Alaris Shareholders who wish to exercise their Appraisal Rights are referred to Annexure 5 to
the Circular for purposes of determining the relevant timing for the exercise of their Appraisal
Rights.
5. Alaris Shareholders who wish to exercise their right in terms of section 115(3) of the Companies
Act, to require the approval of a court for the Scheme should refer to Annexure 5 to the Circular
which includes an extract of section 115 of the Companies Act. Should Alaris Shareholders
exercise their rights in terms of section 115(3) of the Companies Act, the dates and times set out
above may change, in which case an updated timetable will be released on SENS.
6. Dematerialised Alaris Shareholders, other than those with Own-Name Registration, must provide
their CSDP or Broker with their instructions for voting at the General Meeting by the cut-off time
and date stipulated by their CSDP or Broker in terms of their respective Custody Agreements
between them and their CSDP or Broker.
7. No dematerialisation or rematerialisation of Alaris Shares may take place from the
commencement of business on the Business Day following the Scheme LDT. The Scheme LDT
is expected to be on Tuesday, 8 February 2022.
8. If the General Meeting is adjourned or postponed, the above dates and times will change, but
the Forms of Proxy submitted for the initial General Meeting will remain valid in respect of any
adjournment or postponement of the General Meeting.
9. Although the salient dates and times are stated to be subject to change, such statement shall
not be regarded as consent or dispensation for any change to time periods which may be
required in terms of the Companies Act, the Companies Regulations and the JSE Listings
Requirements, where applicable, and any such consents or dispensations must be specifically
applied for and granted.
10. Should a Standby Offer Trigger Event occur, all dates and times pertinent to the Standby
Offer will be published on SENS, subject to the approval of the JSE and the Takeover
Panel, to the extent required.
11. All times referred to in the Circular are references to South African Standard Time.
Johannesburg
19 November 2021
Transaction Advisor and Legal Advisor to the Consortium Independent Expert
Designated Advisor to Alaris
Cliffe Dekker Hofmeyr Questco Proprietary Limited
PSG Capital
Date: 19-11-2021 02:25:00
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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.
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