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Alviva - IAR, no change statement, AGM notice
Shareholders are advised that the Integrated Annual Report (“IAR”), which includes the Corporate Governance Report, Sustainability Report, Directors’ Report, the Audit and Risk Committee Report, the consolidated and separate audited Annual Financial Statements for the year ended 30 June 2018 (“AFS”), and the notice of AGM, including the Specific Repurchase Circular, is being distributed to shareholders today, Friday, 28 September 2018.
There has been no change from the preliminary reviewed condensed consolidated financial results for the year ended 30 June 2018 that were released on SENS on 5 September 2018. Shareholders are further advised that the IAR, incorporating the reports as described above, is available on the Alviva website (https://alvivaholdings.com/report/june-2018-2/).
B-BBEE compliance report
In accordance with paragraph 16.21 (g) and Appendix 1 to Section 11 of the JSE Listings Requirements, notice is hereby given that the Company’s annual compliance report in terms of section 13G(2) of the Broad-Based Black Economic Empowerment Act has been issued and its B-BBEE certificate is available on the Company’s website (https://alvivaholdings.com/report/bee-certification/).
AGM notice
Notice is hereby given that the AGM of the Company will be held on Wednesday, 21 November 2018 at 14:00 (South African time), at the registered offices of Alviva at “The Summit”, 269 16th Road, Randjespark, Midrand to transact business as stated in the notice of AGM, which forms part of the 2018 IAR.
The salient dates and times for the AGM are set out below: 2018
- Record date to receive notice of the AGM Friday, 21 September
- Notice of AGM to be distributed to shareholders and announced on SENS Friday, 28 September
- Last day to trade to be recorded in the register on the record date for participation in the AGM Tuesday, 13 November
- Record date to participate in and vote at the AGM Friday, 16 November
- To facilitate administration, it would be appreciated if proxies can be received by the transfer secretaries by 14:00 onMonday, 19 November
- Last day for lodging forms of proxy by 14:00 on Wednesday, 21 November
- Last day for giving notice in terms of section 164 of the Companies Act objecting to the special resolution necessary to authorise the Specific Repurchase Tranche 2 by 14:00 onWednesday, 21 November
- AGM at 14:00 on Wednesday, 21 November
- Results of AGM released on SENS on Wednesday, 21 November
- Results of AGM published in the South African press on Thursday, 22 November
- Any form of proxy not delivered to the transfer secretaries by this time may be handed to the Chairperson of the AGM prior to the commencement of the AGM.
Specific repurchase of treasury shares
Shareholders are referred to the SENS announcement dated 29 August 2018 where they were advised that Alviva concluded a share repurchase agreement on 28 August 2018 with Alviva Treasury Services Proprietary Limited, a subsidiary of Alviva, for the repurchase of ordinary shares held by Alviva Treasury Services as treasury shares, (“Specific Repurchase Tranche 2”).
The Circular relating to the Specific Repurchase Tranche 2 is incorporated into the IAR as Annexure A1. The notice of AGM includes, inter alia, a special resolution relating to a Specific Repurchase Tranche 2 to be proposed at the AGM. The important dates and times relating to the Specific Repurchase Tranche 2 are as follows: 2018
- Specific Repurchase Tranche 2 announcement published on SENS on Wednesday, 29 August
- Specific Repurchase Tranche 2 announcement published in the South African press on Thursday, 30 August
- Record date to determine which Shareholders are entitled to receive the 2018 Integrated Annual Report (incorporating the Notice of 2018 AGM and the Specific Repurchase Tranche 2 Circular) on Friday, 21 September
2018 Integrated Annual Report (incorporating the Notice of 2018 AGM and the Friday, 28 September
- Specific Repurchase Tranche 2 Circular) distributed to Shareholders on Salient dates announcement published in the press Monday, 1 October
- Last day to trade for Shareholders to be recorded in the Register on the record dateTuesday, 13 November
- Record date to determine which Shareholders are entitled to participate in and vote at the 2018 AGM on Friday, 16 November
- Last date and time (14:00) by when forms of proxy must be submitted to the Transfer Secretaries (note 2)Monday, 19 November
- Last date and time for Shareholders to give notice to Alviva in terms of section 164 of the Companies Act objecting to the special resolution necessary to authorise the Specific Repurchase Tranche 2 to be considered at the AGM (see note 5 below) by 14:00 on Wednesday, 21 November
2018 AGM held at 14:00 on Wednesday, 21 November
- Results of the 2018 AGM published on SENS on Wednesday, 21 November
- Results of the 2018 AGM published in the South African press on Thursday, 22 November If the Scheme is approved by Alviva shareholders at the AGM with sufficient voting rights such that no shareholder may require the Company to obtain Court approval for the Scheme as contemplated in section 115(3)(a) of the Companies Act:Thursday, 29 November
- Last day for shareholders who voted against the Scheme to require Alviva to seek Court approval in terms of section 115(3) (a) of the Companies Act, if at least 15% of the total votes of shareholders at the AGM were exercised against the Scheme – AGM +5 business days
- Last day for Alviva to send notice of adoption of special resolution to dissenting shareholders, in accordance with Section 164(4) of the Companies Act – AGM +10 business daysThursday, 6 December
- Last date on which shareholders can make application to the Court in terms of Thursday, 6 December section 115(3)(b) of the Companies Act on (10 business days after the AGM) If no shareholders exercise their rights in terms of section 115(3)(b) of the Companies Act, then the following are the anticipated relevant dates and times: Date on which the conditions are expected to have been fulfilled, or waived as the case may be, being the final date on which finalisation date announcement expected to be released on SENS on Friday, 7 December
- Finalisation date announcement expected to be published in the press on Monday, 10 December
- Specific Repurchase Tranche 2 implemented on Monday, 10 December
- Expected date for the delisting from the JSE of the shares repurchased in terms of the Specific Repurchase Tranche 2 from the commencement of trading on the JSE on or aboutTuesday, 11 December
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