|RH Bophelo recorded an operating profit of R33 126 631 to date 31 August 2018 (August 2017: R5 640 974) which comprises of finance income of R15 832 157 (prior year period: R6 606 885) and fair gains on investments held at fair value through profit or loss for R29 985 263 (prior year period: Nil). Headline income per share grew to 65.18 cents per share (prior year period: 40.70).|
No dividend was declared.
The Board has undertaken a detailed review of the going concern capability of the Company with reference to certain assumptions and plans underlying various internal cash flow forecasts.
The Board has not identified any events or conditions that individually or collectively cast significant doubt on the ability of the Company to continue as a going concern.
|The Company is in the process of finalising its half year results for the interim period ended 31 August 2018, which are scheduled to be released on or about 16 November 2018.|
Shareholders are advised that the Company expects to report earnings per share and headline per share of between 58 to 66 cents, being an increase of between 43% and 63%, compared to prior interim period of 40.7 cents.
The increase in earnings in the current year period were mainly attributable to the increase in interest income of R9 225 272 to R15 832 157 (prior year period: R 6 606 885) and an increase in the fair value valuation of RHB?s investee companies of R29 985 263 (prior year period: Nil). The Company acquired African Healthcare ("AHC"), Vryburg Private Hospital ("VPH") on 26 April 2018 and Rondebosch Medical Centre (Pty) Ltd. ("RMC") on 14 May 2018.
The above is based on the weighted average number of shares ("W ANOS") in issue during the current period ended 31 August 2018 of 50 821 918 (prior year period: 13 858 696). The Company issued 49 999 999 ordinary shares on 12 July 2017 upon its listing on the JSE, with a subsequent issue of new shares of 1 250 000 on 26 April 2018. Shares issued in the current period were only included in the calculation of W ANOS for only 120 days. The total number of shares in issue as at 31 August 2018 was 51 250 000.
|Following the request by the Company for a FTSE/JSE sector classification review, RH Bophelo shareholders were advised that the Company has been reclassified from: |
- 8995 Non-equity Investment Instruments, to
- 8985 Equity Investment Instruments.
The change was effective from 30 September 2018. This confirms that the Company is no longer a Special Purpose Acquisition Company (SPAC), but an investment holding company.
|In accordance with paragraph 16.21 (g) of the JSE Listings Requirements, shareholders are advised that the Company?s annual compliance report prepared pursuant to section 13(G)(2) of the Broad-Based Black Economic Empowerment Act No. 53 of 2003 is available on the Company?s website www.rhbophelo.co.za/investment/for-our-investors.|
|Further to the acquisition of African Healthcare (Pty) Ltd. (AHC), and the successful integration of the management team, Mr Peter Mehlape has requested to continue to serve RH Bophelo in a Non- Executive capacity. The Board has reviewed Mr Mehlape?s request, and has agreed to his transition to a Non-Executive director role as well as the continued support of Mr Mehlape on the Board.|
Mr Mehlape has served as the Chief Operating Officer (?COO?) since the company?s inception and has made an invaluable contribution to the group. Mr Mehlape?s appointment as non-executive director will be effective from 01 August 2018.
|Shareholders are advised that at the Annual General Meeting (?AGM?) of RH Bophelo shareholders held on Monday, 30 July 2018, all resolutions required to be passed in order to approve the proposed resolutions were passed by the requisite majority of shareholders, with the exception of ordinary resolution number 15 relating to the non-binding endorsement of RH Bophelo?s remuneration policy.|
|Shareholders are referred to the notice of the Annual General Meeting (?AGM?) sent to shareholders on 29 June 2018 and in particular to ordinary resolutions 16 and 17 relating to the non-binding advisory vote in respect of the company?s remuneration policy, the control over unissued shares and the general authority to issue shares for cash.|
Definitions used are as defined in the notice of AGM.
Following feedback from institutional shareholders and in order to further enhance good corporate governance, RH Bophelo is proposing to:
Limit the scope of the authority to be granted in terms of ordinary resolution 16 and ordinary resolution 17.
RH Bophelo?s AGM will be held at 10h00 on Monday, 30 July 2018 at the Company?s registered office, 3rd floor, 18 Melrose Boulevard, Melrose Arch, Melrose North, Johannesburg, 2076, South Africa.
|Shareholders are hereby advised that RH Bophelo's integrated annual report, containing the audited financial statements for the year ended 28 February 2018, was dispatched to shareholders today, 29 June 2018, and contains no modifications to the audited results which were announced on SENS on 25 May 2018. The integrated annual report is also available at www.rhbophelo.co.za.|
The annual financial statements were audited by the Company`s auditors, Deloitte - Touche. A copy of their unmodified audit report is available for inspection at the Company`s registered office.
Notice of AGM of RH Bophelo
Notice is hereby given that the annual general meeting of RH Bophelo will be held at 3rd Floor, 18 Melrose Boulevard, Melrose Arch, Melrose North, Johannesburg, 2076, South Africa on Monday, 30 July 2018 at 10h00, to transact the business as set out in the notice of the annual general meeting which forms part of the integrated annual report.
Completed forms of proxy and the authority (if any) under which they are signed must be lodged with or posted to the Transfer Secretaries of the Company, Computershare Investor Services (Pty) Ltd., at Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196 or posted to the Transfer Secretaries at PO Box 61051, Marshalltown, 2107, to be received by them by no later than 10h00 on Thursday, 26 July 2018, provided that any form of proxy not delivered to the Transfer Secretary by this time may be handed to the Chairman of the annual general meeting at any time prior to the commencement of the annual general meeting.
The date on which shareholders must be recorded as such in the share register of the Company to be eligible to vote at the annual general meeting is Friday, 20 July 2018, with the last day to trade being Tuesday, 17 July 2018.
|Shareholders are referred to the announcement pertaining to, inter alia, the subscription by RH Bophelo of the 30% issued share capital of Rondebosch Medical Centre (Pty) Ltd. (?RMC?) and related matters (?the Transaction?) released on SENS on 15 May 2018.|
Shareholders are hereby notified that all conditions precedent to the Transaction as set out in the share purchase agreement (?SPA?) have been fulfilled or waived, as the case may be. Accordingly, the Transaction is now unconditional in accordance with the terms of the SPA and was completed with an effective date of 21 June 2018.
|RH Bophelo released its maiden final results following its listing therefore there are no comparatives. Profit for the year was R7.8 million and headline earnings per share came to 24.7 cents per share.|
No dividend has been declared during the period under review.
|Further to the listing of RH Bophelo on the JSE on 12 July 2017, the Company is in the process of finalising its maiden annual financial results for the year ended 28 February 2018, which are scheduled to be released on or about 25 May 2018. |
Shareholders are advised that the Company expects to report earnings per share and headline earnings per share of between 23 to 25 cents. The Company was only incorporated on 13 December 2016 and did not trade between this date and 28 February 2017, therefore no comparative information has previously been reported.
The above is based on the weighted average number of shares (?W ANOS?) in issue during the current year ended 28 February 2018 of 31 780 822. The Company issued 49 999 999 ordinary shares upon its listing on the JSE and therefore these shares were only included in the calculation of the W ANOS for 232 days of the reporting period. The total number of shares in issue as at 28 February 2018 was 50 000 000.
|Shareholders are referred to the announcement released on SENS on 22 November 2017 regarding the VPH Acquisition and the AHC Acquisition (?Acquisition Announcement?) and the Circular posted to shareholders on Friday, 23 February 2018, containing details of the proposed Acquisitions and incorporating details of the General Meeting of Shareholders for purposes of approving the proposed Acquisitions. Capitalised terms used in this announcement that are not otherwise defined, bear the meanings ascribed to them in the Circular.|
Shareholders are advised that at the General Meeting of RH Bophelo Shareholders held on Tuesday, 27 March 2018, all resolutions required to be passed in order to approve the proposed Acquisitions were passed by the requisite majority of Shareholders.
|Shareholders are referred to the announcement released on SENS on 22 November 2017 regarding the VPH Acquisition and the AHC Acquisition (?Acquisition Announcement?) and the circular posted to shareholders on Friday, 23 February 2018. Terms defined therein shall, unless otherwise stated, bear the same meaning in the Acquisition Announcement.|
Shareholders are advised that on 26 February 2018 and 27 February 2018, the parties to the AHC Acquisition Agreements and VPH Acquisition Agreements respectively, have entered into written agreements to extend the date by which the conditions precedent set out in paragraph 6 of the Acquisition Announcement must be fulfilled or waived, from 28 February 2018 to 30 April 2018. The signed addendums are available for inspection at the company?s registered office.
Shareholders will be notified once the last of the conditions precedent has been fulfilled or waived.
|Shareholders are advised of the following changes to board sub-committees with effect from 7 February 2018:|
The Remuneration and Nomination Committee
. Phetole David Sekete has resigned as a member of the Remuneration and Nomination Committee; and
. Londeka Anelisiwe Shezi, an independent non-executive director of the company, has been appointed as a member of the Remuneration and Nomination Committee.
Social and Ethics Committee
. Colin Wayne Clarke, Fulufhelo Makwetla and Dr Kgaogelo Ntshwana have resigned as members of the Social and Ethics Committee; and
. Vuyokazi Phatheka Nomvalo, an executive director of the company and Dr Solomon Motuba, a lead independent non-executive director of the company, have been appointed as members of the Social and Ethics Committee.
These changes have been made in order to comply with principles of King IV.
|RH Bophelo shareholders are referred to the announcement released by RH Bophelo on SENS on 22 November 2017 where shareholders were advised that RH Bophelo had, on 20 November 2017, entered into acquisition agreements (as may be amended from time to time) (?Agreements?), whereby on the fulfilment or waiver (as the case may be) of the conditions precedent in the relevant Agreements, RH Bophelo will acquire:|
* a 76% equity holding in a newly formed holding company (?VPH HoldCo?). VPH HoldCo will then use these proceeds to capitalise 3 intermediary holding companies (by way of shareholder loans), such that the intermediary holding companies will acquire the businesses of 3 operating entities, being Vryburg Private Hospital Equipment Trust, Vryburg Private Hospital Property Trust and Vryburg Private Hospital Trust; and
* a 60% equity holding in Africa Healthcare Proprietary Ltd. (?AHC?),
hereinafter collectively referred to as the ?Acquisitions?.
Shareholders are advised that the JSE Ltd. has granted the company an extension of the 60 day rule pursuant to paragraph 9.20(b) of the JSE Listings Requirements to dispatch the circular to shareholders regarding the Acquisitions. The extension has been granted until 28 February 2018. The delay is due to finalisation of the review of AHC Interim Financial Statements for the six months ended 30 September 2017 to be included in the circular, and also as a result of the company preparing to be re-classified as an investment entity post the Acquisitions.
|Shareholders are advised that Londeka Anelisiwe Shezi has been appointed as an independent non-executive director of RHB with effect from 21 December 2017. Londeka will be the chairperson of the Audit and Risk Committee of RHB.|
|The company has released maiden interim results, therefore there are no comparatives. Total comprehensive income amounted to R5.6 million, while headline earnings per share and earnings per share came in at 40.7 cps respectively.|
No dividend has been declared during the period under review.
|Further to the listing of RH Bophelo Limited (?RHB?) on the JSE Limited (?JSE?) on 12 July 2017, the Company is in the process of finalising its maiden interim financial result s for the six months ended 31 August 2017 which is scheduled to be released on or about 17 November 2017.|
Shareholders are advised that the Company expects to report earnings and headlines per share of between 0,407 and 0,408 cents. As RHB was previously unlisted and only incorporated on 13 December 2016, no comparative information has previously been reported.
The above is based on the weighted average number of shares in issue (?W ANOS?) during the six month period ended 31 August 2017 of 13 858 696. The Company issued 49,999,999 ordinary sh ares upon its listing on the JSE and therefore these shares were only included in the calculation of the W ANOS for 51 days of the reporting period. The total number of shares in issue as at 31 August 2017 was 50,000,000. The financial information on which this tra ding statement has been based has neither been reviewed nor audited by the Company?s external auditors.
|RH Bophelo is a healthcare investment vehicle that aims to produce superior returns, whilst contributing to socio-economic value creation and development of South Africa and making an important contribution to ongoing transformation in South Africa.|