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Clarification Announcement, Correction Of Error And Consortium Update
ALVIVA HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number: 1986/000334/06)
Share code: AVV ISIN: ZAE000227484
("Alviva" or the "Company")
CLARIFICATION ANNOUNCEMENT, CORRECTION OF ERROR AND CONSORTIUM UPDATE
1. CIRCULAR CLARIFICATION AND CORRECTION OF ERROR
1.1 Alviva shareholders ("Shareholders" or "Alviva Shareholders") are referred to the Circular ("the Circular") distributed to shareholders of the
Company dated 23 December 2022. Unless otherwise defined herein, capitalised words and terms contained in this announcement shall bear the same
meanings ascribed thereto in the Circular.
1.2 The Company would like to draw attention to paragraph 15.2 of the Circular, which incorrectly refers to Peregrine Capital as holding 10,410,487
Alviva shares equating to c.8.9% of Alviva’s total issued capital.
1.3 The disclosure should reflect Peresec Prime Brokers Proprietary Limited (registration number: 1999/010976/07), previously Peregrine Securities
Proprietary Limited, as the major shareholder, owning 6,328,168 Alviva shares equating to 5.38% percent of Alviva’s total issued capital.
1.4 The Company has been notified of an error in paragraph 5.3 of the Circular which incorrectly discloses the Alviva shares held by Alviva Management
not eligible to vote. Accordingly, the updated table is as follows:
Excluded Shareholders Alviva Shares not Alviva Shares forming Effective shareholding of % Shareholding not
eligible to vote part of BidCo Consortium members in BidCo eligible to vote
Mr P Ramasamy 14 300 000 14 300 000 8 300 000 12.2%
Tham Investments 7 700 000 7 700 000 7 700 000 6.5%
Alviva Management/
ASMS 7 901 627 3 876 816 3 876 816 6.7%
DOAM and/or funds under
the management of
Peregrine Capital 4 450 306 2 250 000 2 250 000 3.8%
Alviva Management
(direct and indirect
holdings) 1 138 624 - - 1.0%
Total 35 490 557 28 126 816 22 126 816 30.2%
2. CONSORTIUM UPDATE
2.1 The consortium is deeply saddened to announce the untimely passing of Mr Fannie Mahlangu. Mr Mahlangu passed away peacefully on the 5th of January
2023 from an illness.
2.2 Mr Mahlangu represented Tham Investments Proprietary Limited ("Tham Investments"), a current shareholder of Alviva and a key consortium shareholder.
Mr Mahlangu was a director of Tham Investments.
2.3 Mr Mahlangu was an outstanding person and businessman that contributed greatly to the ICT sector in South Africa. He will be sorely missed.
2.4 The transaction as detailed in the Circular will nonetheless continue unabated. Tham Investments will be represented by Mr Zuko Vabaza, Mr
Mahlangu’s business partner for the past 25 years. Mr Vabaza has a strong track record in business and the ICT industry, including international
exposure. The aim is to continue building on the groundwork laid to date, and keep his legacy alive.
3. CONCLUDING STATEMENT
3.1 Other than as setout above, there are no other material changes since the Circular was issued.
4. RESPONSIBILITY STATEMENT
4.1 The independent board individually and collectively accepts full responsibility for the accuracy of the information contained in this announcement.
In addition, the independent board certifies that to the best of its knowledge and belief, the information contained in this announcement solely
pertaining to the Company is true and, where appropriate, does not omit anything that is likely to affect the importance of the information
contained herein, and that all reasonable enquiries to ascertain such information have been made.
4.2 The Board of Directors of Alviva accepts responsibility for the information contained in this announcement. To the best of the Board’s knowledge
and belief, the information contained in this announcement is true and nothing has been omitted which is likely to affect the importance of the
information.
Midrand
23 January 2023
Corporate advisor and transaction sponsor to Alviva: Bravura Capital Proprietary Limited
Legal advisor to Alviva: Tugendhaft Wapnick Banchetti and Partners
Sponsor: Deloitte & Touche Sponsor Services Proprietary Limited
Legal advisor to the Consortium: Webber Wentzel
Financial advisor, Bookrunner and Mandated Lead Arranger to the Consortium
and BidCo: Absa Corporate and Investment Banking, a division of Absa Bank
Limited
Date: 23-01-2023 02:32:00
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