To view the PDF file, sign up for a MySharenet subscription.

ALARIS HOLDINGS LIMITED - Summarised Consolidated Results for the Financial year ended 30 June 2018

Release Date: 11/09/2018 09:00
Code(s): ALH     PDF:  
Wrap Text
Summarised Consolidated Results for the Financial year ended 30 June 2018

Alaris Holdings Limited
Incorporated in the Republic of South Africa
(Registration number 1997/011142/06)
Share code: ALH ISIN: ZAE000201554
(“Alaris” or “the Company” or “the Group”)

Summarised Consolidated Results for the Financial year ended 30 June 2018

Highlights
•   Revenue from continuing operations increased by 17% from R159.4 million to R187.1 million.
•   Profit after tax from continuing operations increased by 43% from R23.0 million to R32.9 million.
•   Normalised earnings per share from continuing operations increased by 100% from 15.2 cents to
    30.5 cents.
•   Net cash flow from operating activities increased by 229% from R13.3 million to R43.8 million.

What we are all about
Alaris Holdings Limited is a Radio Frequency (“RF”) technology holding company listed on the JSE AltX since July
2008.

The Alaris Group consists of:

Alaris Antennas, with its head office in Centurion, designs, manufactures and sells specialised broadband antennas
as well as other related RF products. Its products are used in the communication, frequency spectrum monitoring,
test and measurement, electronic warfare and other specialised markets. Clients are located across the globe,
mostly outside of South Africa (the Americas, Europe and Asia). Its clients are system integrators, frequency spectrum
regulators and players in the homeland security space.

COJOT was founded in 1986 and is located in Espoo, Finland. The company has 30 years of experience in the design,
development and manufacture of innovative antenna products, serving military and public safety markets globally.
COJOT develops innovative broadband antennas to improve connectivity, coverage and competitiveness of radio
equipment which is deployed to save lives and protect property.

Business Overview
The continuing operations performed well for the year ended 30 June 2018, resulting in profit growth of 43% from
R23.0 million to R32.9 million.
Normalised earnings from continuing operations includes a net foreign exchange gain of R0.9 million (2017: net loss
of R3.8 million). Foreign currency gains and losses are treated as part of normalised earnings given the nature of the
Group, consistent with the prior year.
Net cash flow from operating activities increased by 229% from R13.3 million to R43.8 million.
The Group’s cash position decreased by R13.4 million to R51.7 million, owing to the repayment of the PSG Alpha
preference shares of R51 million on 3 July 2017.

Alaris Antennas

Revenue decreased slightly by 1% from R123.0 million to R122.0 million and profit after tax (“PAT”) decreased by 7%
from R34.9 million to R32.5 million.
The product mix sold and delivered in this financial year was more focused on customization and development for
our clients, compared to the prior year where a higher percentage of mature products were sold. Delays in one
particular project out of Europe to the value of R30 million consumed technical resources resulting in a delay in the
delivery of other projects. Alaris managed to deliver about 60% of the order in this financial year and the remainder
is expected to be delivered in the next financial year. The project is on track again and no further delays are
expected.
The process maturity required to deliver large projects into global blue chip companies indicated the need to bolster
the project management aspects of the business. A central project management office was implemented to
support this focused approach.
In addition to the above, Alaris invested in highly skilled staff in other specialised areas to support the client centric
approach and our focus on quality. This included expansion in engineering resources, quality and testing resources,
as well as a sales and support function based in the US.
Alaris Antennas continues to be a leader in product innovation, adding 48 (2017: 74) new products to its portfolio in
the period to support future revenue growth. Owning its own proprietary knowledge and further developing the
company’s intellectual property has proven to be a competitive advantage in opening new markets and increasing
the barrier to entry.

COJOT

COJOT achieved significant revenue growth of 79% from R36.3 million to R65.1 million. Three large orders from Europe
and the Middle East contributed to this increase. PAT increased by 288% from R3.9 million to R14.9 million.
Management is pleased with the profits contributed to the Group from the acquisition date in May 2016, equating
to about 68% of the initial purchase price net of cash (€2.4 million).
The net profit margin as a percentage of revenue, more than doubled compared to the comparative period. This
indicates the benefits of scaling revenue to cover fixed overhead costs.
The integration of the sales capability and product portfolio of the COJOT and Alaris teams resulted in cross-selling
of R2.7 million (2017: R1.9 million).

Corporate and consolidation
This division includes the costs associated with being a listed entity as well as costs of running the shared services. An
example is the centralised treasury function, where foreign currency hedging is managed. The following are the
main costs before tax included in this segment:
•   Net foreign exchange gains of R0.9 million (2017: R3.8 million losses).
•   The repayment of the PSG Alpha preference shares on 3 July 2017 resulted in minimal interest being paid
    compared to the R5.0 million in the comparative period.
•   Employee costs, cost of the share incentive option scheme, including ad-hoc equity settled bonus,
    incentive bonusses for Group executives and board fees totaling R12 million (2017: R6.8 million).
•   Legal and consulting fees including the costs to be listed on the JSE, advisory fees and group audit fees
    totaling R4 million (2017: R2.0 million). This includes advisory cost associated with the US acquisition.

Prospects

The Group’s three strategic pillars provide a solid foundation and unique position for growth to both Alaris Antennas
and COJOT. These key pillars are extensive expertise in radio frequency technology products, owning and
developing intellectual property and the global reach of its products.
Sustainable organic growth and strategic acquisitions are gaining momentum and will remain a strategic driving
force for the Group.

Alaris Antennas

Alaris Antennas has achieved a compound annual growth rate in profits of 19% over the past 4 years. This success
can be attributed to the Group’s values, with client centricity being at the core. The term “Alaris” originates from
Latin and is synonymous with the word “ally”, which is descriptive of the relationship Alaris has with its customers and
partners. The company strives to understand its customer’s needs and thereby developing the best possible
solutions. This mindset together with adding innovative technological products to the portfolio ensures positive
organic growth. Further opportunities for growth are achieved by adding agents and new system houses as clients.
The company’s competitive advantage is its ability to develop and hold its own IP as it continues to invest
significantly in research and development. The highly skilled and specialized team of engineers helps with our
objective of being the preferred supplier and partner of innovative RF products. This remains a key differentiator.
Products are manufactured on site in Centurion and approximately 90% of the company’s revenue is derived from
exports. This provides a strong justification to increase the Group’s footprint globally.
The company has invested in onsite Environmental Stress Screening (“ESS”) equipment, which includes a
temperature and humidity chamber as well as vibration equipment. This will allow the Group to further improve
quality and customer service. The installation is one of few in the southern hemisphere. Antennas can be tested
thoroughly to ensure they withstand extreme environmental conditions. This ability adds to the uniqueness of the
organisation.
Management believes the business has significant potential for organic and acquisitive growth where there is a
complementary opportunity in markets and products.


COJOT

COJOT’s years of design, development and manufacturing experience has enabled the company to offer reliable
and durable antenna equipment to some of the most demanding environments throughout the world. The
company has moved more towards a client centric approach, similar to Alaris Antennas. The company makes use
of a direct sales team and selected channel partners to build its order book. COJOT has a team of highly skilled
engineers with many years of experience in design and development, providing innovative wideband antennas to
improve connectivity, coverage and competitiveness of radio equipment deployed to protect and save lives. The
company has established various partnerships with key contract manufacturers. These partnerships provide
efficiency and scalability as well as seamless quality to its client base.
A trend in the antenna technology field is that of smart antennas. The Group’s engineers are well-positioned to drive
this trend, creating products that allow functions like automatic frequency tuning, switched beam antennas and
multiple port antennas. COJOT has identified some opportunities with customers that they will focus on over the
period.


The Group

The Group remains optimistic about prospects for the period ahead. By diversifying into different territories and
entering new market segments, the management team’s key objective is profitable organic growth for both Alaris
Antennas and COJOT. Both companies are strongly focused on research and development and hold exploitable
patented technologies that can be monetized into the future. Cross-selling opportunities and joint development
projects have taken place in the past year. Processes are in place to capitalize further on synergies between Alaris
Antennas and COJOT. With their combined skill-set, sharing of ideas and pursuing cutting-edge technologies,
customers will receive the benefits of an expanded product portfolio with more competitive features and excellent
customer service.
The US administration has for the first time in a few years, voted for and approved an increased defense budget to
the amount of $716 billion for 2019. This reflects an increase of $82 billion from 2017. The sales team has managed to
unlock opportunities with new and existing customers in this market providing an opportunity for the Group to deliver
against its client centric model into the future.
International expansion is an important part of the Group’s global strategy and management will remain on the
lookout for further opportunities to increase the global footprint. We are pleased with the progress made with the
acquisition in the US and the aim is to conclude the conditions precedent as stipulated in the signed agreement in
the first quarter of this new financial year.
Summarised consolidated statement of profit or loss and other comprehensive income

                                                                            Audited             Audited
R’000                                                                      June 2018            June 2017
Continuing Operations
Revenue                                                                              187 075          159 350
Cost of sales                                                                        (53 589)        (44 042)
Gross profit                                                                         133 486          115 308
Other income                                                                             738              212
Operating expenses                                                                   (91 502)        (78 204)
Trading operating profit [C]                                                          42 722           37 316
Finance income                                                                           380              740
Finance costs                                                                          (392)          (4 907)
Profit before taxation                                                                42 710           33 149
Taxation [A]                                                                          (9 791)        (10 147)
Profit from continuing operations                                                     32 919           23 002


Discontinued Operation [B]
Revenue                                                                                     -          69 308
Cost of sales                                                                               -        (46 811)
Gross profit                                                                                -          22 497
Other income                                                                                -              83
Operating expenses                                                                          -        (23 826)
Trading operating loss [C]                                                                  -         (1 246)
Profit on disposal of discontinued operation                                                -           9 194
Finance income                                                                              -             580
Finance costs                                                                               -            (33)
Profit before taxation                                                                      -           8 495
Taxation                                                                                    -             325
Profit from discontinued operation                                                          -           8 820


Profit for the year                                                                   32 919           31 822
Other comprehensive income net of tax:
Items that may be reclassified subsequently to profit or loss:
- Gross foreign currency translation reserve                                           3 652           (6 560)
- Taxation                                                                             (780)             1 838
Total comprehensive income                                                            35 791            27 100
                                                                                      
                                                                                           Audited               Audited
R’000                                                                                    June 2018             June 2017

Weighted average number of ordinary shares in issue [D]                                 116 116 771          153 985 264
Weighted average number of diluted ordinary shares in issue                             116 116 771          174 385 264
Basic earnings per ordinary share (cents)
Continuing operations                                                                         28.35                14.94
Discontinued operation                                                                            -                 5.72
Total                                                                                         28.35                20.66
Diluted basic earnings per ordinary share (cents)
Continuing operations                                                                         28.35                16.03
Discontinued operation                                                                            -                 5.06
Total                                                                                         28.35                21.09
Headline earnings per ordinary share (cents)
Continuing operations                                                                         28.35                14.94
Discontinued operation                                                                            -               (0.33)
Total                                                                                         28.35                14.61
Diluted headline earnings per ordinary share (cents)
Continuing operations                                                                         28.35                16.03
Discontinued operation                                                                            -               (0.28)
Total                                                                                         28.35                15.75
Normalised earnings per ordinary share (cents) [E]
Continuing operations                                                                         30.50                15.22
Discontinued operation                                                                            -                    -
Total                                                                                         30.50                15.22

A. A Section 11 D tax benefit of R3.2 million was deducted in this financial year, of which R1.0 million related to the
   2017 financial year. This reduced the Group tax rate by 7.5%.
B. Aucom was disposed end of April 2017 and classified as a discontinued operation in the comparative period.
C. Trading operating profit comprises sale of goods, rendering of services and directly attributable costs, but
   excludes finance income, fair value adjustments, profit on disposal of Aucom and finance costs.
D. 40 million shares repurchased as part of the Aucom transaction were included in the weighted number of shares
   in issue for eleven of the twelve months in the comparative period.
E. Refer Supplementary note 1 for a reconciliation of normalised earnings to profit.

Summarised consolidated statement of financial position

                                                                 Audited             Audited
R’000                                                          June 2018           June 2017
Assets
Non-Current Assets
Plant and equipment                                                6 619             5 793
Goodwill                                                          26 582            24 902
Intangible assets                                                 12 782            12 381
Deferred tax assets                                                2 539             3 252
                                                                  48 522            46 328
Current Assets
Inventories                                                       19 080            13 592
Current tax receivable                                             1 194             2 967
Trade and other receivables                                       35 151            27 782
Cash and cash equivalents                                         51 679            65 083
                                                                 107 104           109 424
Total Assets                                                     155 626           155 752
Equity and Liabilities
Equity
Equity attributable to owners of the Company
Share capital                                                          6                 6
Share premium                                                    202 051            202 051
Share-based payment reserve                                        7 428              4 721
Foreign currency translation reserve (“FCTR”)                    (2 149)            (5 021)
Accumulated loss                                                (91 008)          (123 927)
Total equity                                                     116 328             77 830


Liabilities
Non-Current Liabilities
Loans and borrowings                                               1 141                361
Deferred tax liabilities                                             962              1 073
                                                                   2 103              1 434
Current Liabilities
Loans and borrowings                                                 535                 93
Preference share liability [A]                                         -             51 000
Trade and other payables                                          36 631             25 395
Current tax payable                                                   29                  -
                                                                  37 195             76 488
Total Liabilities                                                 39 298             77 922
Total Equity and Liabilities                                     155 626            155 752
A. Refer supplementary note 3.
Summarised consolidated statement of cash flows

                                                                               Audited              Audited
R’000                                                                         June 2018            June 2017
Profit before taxation                                                                   42 710           41 644
Adjusted for non-cash items [A]                                                          10 909           (2 560)
Working capital changes                                                                  (1 621)          (6 703)
Cash generated from operations                                                           51 998           32 381
Net finance cost                                                                            (83)          (3 825)
Taxation paid                                                                            (8 140)         (15 265)
Net cash flow from operating activities                                                  43 775           13 291
Cash flows from investing activities
Additions to plant and equipment                                                         (3 188)          (2 523)
Proceeds on disposal of plant and equipment                                                  11                40
Movement in treasury shares – Share Incentive Scheme                                           -          (4 318)
Additions to intangible assets                                                           (2 780)          (3 145)
Disposal/acquisition of a subsidiary                                                           -         (13 016)
Net cash flow used in investing activities                                               (5 957)         (22 962)
Cash flows from financing activities
Repurchase and cancellation of shares in issue – Aucom transaction                             -         (20 000)
Movement in loans and borrowings                                                           1 222              305
Repayment of preference shares [B]                                                      (51 000)                -
Net cash flow (used in) / from financing activities                                     (49 778)         (19 695)
Net (decrease) / increase in cash and cash equivalents for the year                     (11 960)         (29 366)
Cash and cash equivalents at the beginning of the year                                    65 083           94 481
Effect of exchange rate movement on cash balances                                        (1 444)             (32)
Total cash and cash equivalents at end of the year                                        51 679           65 083
A. Non-cash items mainly consist of depreciation, unrealized foreign exchange 
   gains/losses and share-based payments. 
   In the comparative period, the non-cash items also include the profit on disposal 
   of Aucom of R11 million.
B. Refer supplementary note 3.

Summarised consolidated statement of changes in equity

                                                            Share
                                                           capital              Share
                                                             and                based                   Accumu
                                                         preference   Share     payment                 lated     Total
  R’000                                                    shares     premium   reserve     FCTR        loss      equity
  Balance at 1 July 2016                                       897    226 369    2 430      (299)     (95 751)   133 646
  Total comprehensive income
  for the year:                                                   -         -         -    (4 722)      31 822    27 100
  - Profit for the year                                           -         -         -          -      31 822    31 822
  - Foreign currency translation reserve                          -         -         -    (4 722)           -   (4 722)
  Reallocation of preference shares in anticipation of
  settlement                                                  (889)         -         -          -           -     (889)
  Share-based payment charge for existing options                 -         -    2 291           -           -     2 291
  Share buy-back – disposal of Aucom                            (1)         -         -          -    (59 998)  (59 999)
  Share buy-back – specific repurchase                          (1)  (20 000)         -          -          -   (20 001)
  Movement in treasury shares                                     *   (4 318)         -          -          -          -
  Balance at 30 June 2017                                         6   202 051     4 721    (5 021)   (123 927)    77 830
  Total comprehensive income
  for the year:                                                   -         -         -      2 872      32 919    35 791
  - Profit for the year                                           -         -         -          -      32 919    32 919
  - Foreign currency translation reserve                          -         -         -      2 872          -      2 872
  Share-based payment charge for existing options                 -         -     2 707          -          -      2 707
  Ad-hoc share based payment charge                               -         -     2 100          -          -      2 100
  Settlement of ad-hoc share-based payment                        -         -    (2 100)         -          -    (2 100)
  Balance at 30 June 2018                                         6   202 051      7 428   (2 149)   (91 008)    116 328
* Nominal amount – amount smaller than R1 000.
Segmental analysis

                                                                               Audited             Audited
R’000                                                                         June 2018           June 2017
Continuing Operations
Segmental revenue
Alaris Antennas                                                                 121 968            123 044
- Total revenue                                                                 123 267            123 920
- Inter-segmental                                                               (1 298)              (876)
COJOT                                                                            65 107             36 306
- Total revenue                                                                  66 544             37 353
- Inter-segmental                                                               (1 437)            (1 047)
                                                                                187 075            159 350
Earnings before interest, tax, depreciation and amortisation (EBITDA)
Alaris Antennas                                                                   44 840           51 765
COJOT                                                                             19 309            4 254
Corporate and consolidation                                                     (16 254)         (14 083)
                                                                                  47 895           41 936
Profit / (loss) for the year
Alaris Antennas                                                                   32 541           34 946
COJOT                                                                             14 945            3 854
Corporate and consolidation                                                     (14 567)          (15 798)
                                                                                  32 919           23 002
Normalised earnings after tax for the year
Alaris Antennas                                                                   32 541           34 962
COJOT                                                                             14 945            3 854
Corporate and consolidation                                                     (12 069)         (15 380)
                                                                                  35 417           23 436
Discontinued Operation
Segmental revenue
Aucom                                                                                 -            69 308

Earnings before interest, tax, depreciation and amortisation (EBITDA)
Aucom                                                                                 -              218


Profit / (loss) for the period
Aucom                                                                                 -              252
Corporate and consolidation                                                           -            8 568
                                                                                      -            8 820
Segment assets and liabilities
                                      Audited             Audited
R’000                                 June 2018           June 2017
Segment assets
Alaris Antennas                            86 830           60 748

COJOT                                      22 570           17 639

Corporate and consolidation                46 226           77 365

                                          155 626          155 752

Segment liabilities

Alaris Antennas                          (26 788)         (18 969)

COJOT                                    (10 703)          (6 808)

Corporate and consolidation               (1 807)         (52 145)

                                         (39 298)         (77 922)
Supplementary notes to the summarised consolidated financial statements
For the year ended 30 June 2018


1.    RECONCILIATION OF HEADLINE EARNINGS TO PROFIT AND NORMALISED EARNINGS

                                                                                         Audited              Audited
R’000                                                                                  June 2018            June 2017
Headline earnings attributable to ordinary shareholders                                   32 919               22 502
Profit on disposal of discontinued operation                                                   -                9 320
Profit for the year                                                                       32 919               31 822
Legal and consulting costs for acquisitions and disposals                                  2 498                  434
Profit on disposal of discontinued operation                                                   -              (9 320)
Loss from discontinued operation                                                               -                  500
Normalised earnings after tax comprising [A]                                              35 417               23 436
Alaris Antennas                                                                           32 541               34 962
COJOT                                                                                     14 945                3 854
Corporate and consolidation [B]                                                         (12 069)             (15 380)
Weighted average number of ordinary shares in issue                                  116 116 771          153 985 264
Normalised earnings per ordinary share (cents)                                              30.5                15.22

A. Normalised earnings, as determined by the Alaris Group, is calculated by adjusting profit for the reversal of the
   legal and consulting fees for acquisitions and disposals as well as the loss on discontinued operation and profit
   (net after tax) on the disposal of Aucom in the comparative period.
B. Costs relating to shared services, fees associated with being a listed company, net foreign exchange
   gains/losses and costs of the incentive share options are included in this segment. Net funding costs, including
   the interest paid on the PSG preference shares, are also included in the segment.

2.    FINANCIAL INSTRUMENTS CARRIED AT FAIR VALUE
The carrying values of other financial assets and liabilities, trade and other receivables, trade and other payables,
loans and borrowings approximate their fair value due to it being short-term in nature. The Group measures currency
futures at fair value using inputs as described in level 1 of the fair value hierarchy.

3.    REPAYMENT OF PREFERENCE SHARES
Shareholders are referred to the SENS announcement dated 30 June 2017 regarding the redemption of redeemable
convertible preference shares. Alaris Holdings Limited and PSG Alpha Investments Proprietary Limited (“PSG Alpha”)
had entered into a Preference Share Subscription Agreement on 4 March 2014 in terms of which PSG Alpha
subscribed for, and the Company issued, 20 400 000 redeemable, convertible preference shares of no par value
(“Preference Shares”), at a subscription price of R2.50 per Preference Share for a total subscription consideration of
R51 million.

In terms of the Preference Share Subscription Agreement, Alaris Holdings Limited would be obliged to redeem the
Preference Shares on the first business day following the third anniversary of the effective date, being 3 July 2017
(“Redemption Date”), to the extent that Preference Shares had not been converted by PSG Alpha prior to the
Redemption Date.

PSG Alpha has not converted the Preference Shares given that the Alaris share price at the Redemption date was
lower than the conversion price of the Preference Shares. Accordingly, the total consideration of R51 million was
repaid on 3 July 2017. This had a positive impact by not resulting in further dilution of shares in issue.
4.   STATEMENT OF COMPLIANCE
Alaris Holdings Limited is a South African registered company. This summarised consolidated financial statements
comprise of the Company and its subsidiaries.

The directors take full responsibility for the preparation of the report and the summarised consolidated financial
information has been extracted from the underlying consolidated financial statements. This summarised report is an
extract from audited information but is in itself not audited.

5.   BASIS OF PREPARATION
The summarised consolidated financial statements are prepared in accordance with the requirements of the Listings
Requirements of the JSE Limited (“JSE Listings Requirements”) for preliminary reports, and the requirements of the
Companies Act of South Africa, Act 71 of 2008, as amended, applicable to summarised financial statements. The
JSE Listings Requirements require preliminary reports to be prepared in accordance with the framework concepts
and the measurement and recognition requirements of International Financial Reporting Standards (IFRS); the SAICA
Financial Reporting Guides as issued by the Accounting Practices Committee and Financial Pronouncements as
issued by the Financial Reporting Standards Council and to also, as a minimum, contain the information required by
IAS 34 – Interim Financial Reporting.

The accounting policies applied in the preparation of the audited consolidated financial statements from which
the summarised consolidated financial statements were derived, are in terms of International Financial Reporting
Standards and are consistent with those accounting policies applied in the preparation of the previous consolidated
financial statements. New standards adopted did not have a material effect on the financial result.

The summarised consolidated financial statements have been presented on the historical cost basis except for the
currency futures, which are measured at fair value. These results are presented in Rand, rounded to the nearest
thousand, which is the functional currency of Alaris and the Group presentation currency. These results incorporate
the financial statements of the Company, its subsidiaries and entities that are controlled by the Group. Results of
subsidiaries are included from the effective date of acquisition up to the effective date of disposal. All significant
transactions and balances between Group entities are eliminated on consolidation.

The summarised consolidated financial statements were prepared under the supervision of the Group Financial
Director, Gisela Heyman CA(SA).

6.   REPORT OF THE INDEPENDENT AUDITORS
The summarised consolidated financial statements are extracted from the audited consolidated financial
statements but is itself not audited. The financial statements were audited by KPMG Inc., which expressed an
unmodified opinion thereon.

The audited financial statements and the auditor’s report thereon are available for inspection at the Company’s
registered office. The Company’s directors take full responsibility for the preparation of the preliminary report and
for the financial information having been extracted correctly from the underlying financial statements.

The summarised consolidated financial statements do not include all of the disclosures required for full financial
statements and should be read in conjunction with the consolidated annual financial statements for the year ended
30 June 2018.
7.   SUBSEQUENT EVENTS
Shareholders are referred to the SENS announcement dated 21 May 2018 regarding the acquisition of a US based
company through its subsidiary Alaris Investment Holdings UK Limited (“Alaris UK”).

The purchase consideration for the Acquisition shall be US$2,750,000 (“Purchase Consideration”) of which an
amount of US$2,062,500 shall be paid in cash (“Cash Consideration”) and the balance of US$687,500 shall be settled
by way of issuing shares in the share capital of the Company to the Sellers, subject to a net working capital
adjustment that will be settled in cash, which is not anticipated to be material. The maximum consideration shares
that may be issued in terms of the purchase consideration is capped at 5,000,000 Alaris shares. The cash will be
financed through excess cash available in the Group as well as a term loan of approximately R15 million.

Closing of the Acquisition shall occur on the third business day following the date on which all the Closing Conditions
have been satisfied (“Closing Date”) and shall be deemed effective on the first calendar day of the month after
the Closing Date.

The value of the net assets and the profits attributable to the net assets that are the subject of the transaction will
be announced in due course.

Other than the above the directors are not aware of any material event which occurred after the reporting date
and up to the date of this report.

8.   GOING CONCERN
The directors have made an assessment of the ability of the Group and its subsidiaries to continue as going concerns
and have no reason to believe that the businesses will not be going concerns in the year ahead.

9.   DIRECTORATE
Mr N de Waal resigned as non-executive director on 17 October 2017 and Mr A Mellet was appointed as a non-
executive director on the same date. Mr A Mellet was previously serving as alternate director to Mr N De Waal. Mr
C van der Merwe was appointed as an independent non-executive director on 1 June 2018. No further changes to
the board took place during the period under review, up to and including the date of this report.

By order of the board
Jürgen Dresel                                       Gisela Heyman
Group Chief Executive Officer                       Group Financial Director
10 September 2018
Johannesburg

Corporate information
ALARIS HOLDINGS LIMITED
(incorporated in the Republic of South Africa)
www.alarisholdings.com
Directors
Coen Bester*^ (Chairman),
                                                      PRINCIPAL SUBSIDIARIES
Jürgen Dresel # (CEO),                                Alaris Antennas Proprietary Limited
Richard Willis*^,                                     Registration Number 2013/048197/07
Andries Mellet^,                                      Alaris Antennas Division
Carel van der Merwe *^,                               Managing Director: Jürgen Dresel
Gisela Heyman (Financial Director)                    1 Travertine Avenue,
*Independent                                          N1 Business Park,
^Non-executive                                        Old Johannesburg Road,
#German                                               Centurion, 0157
                                                      Tel +27 (0)11 034 5300
Business address and registered office
1 Travertine Avenue,                                  COJOT Oy
N1 Business Park,                                     Registration Number 0620465-3
Old Johannesburg Road,                                COJOT Division
Centurion, 0157                                       Managing Director: Samu Lentonen
(Private Bag X4, The Reeds, Pretoria, 0061)
                                                      PL 59,
Designated Adviser                                    02271 Espoo,
PSG Capital (Pty) Ltd                                 Finland
Registration Number 2006/015817/07                    Tel +358 (0) 9 452 2334
Second Floor,
Alice Lane,
Sandton, 2196
(PO Box 650957, Benmore, 2010)
Company Secretary
Fusion Corporate Secretarial Services
Transfer Secretaries
Computershare Investor Services Proprietary Limited
Registration Number 2004/003647/07
Rosebank Towers,
15 Biermann Avenue,
Rosebank,
Johannesburg, 2196
(PO Box 61051, Marshalltown, 2107)
Auditors
KPMG Inc.
Bankers
Standard Bank

Pretoria
11 September 2018

Designated Adviser
PSG Capital

Date: 11/09/2018 09:00:00 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.

Share This Story