ADVANCED HEALTH LIMITED - Deemed disposal of 1.75% of Presmed Australia (Pty) Limited

Deemed disposal of 1.75% of Presmed Australia (Pty) Limited

ADVANCED HEALTH LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2013/059246/06)
(“the Company” or “Advanced Health”)
ISIN Code: ZAE000189049        JSE Code: AVL


DEEMED DISPOSAL OF 1.75% OF PRESMED AUSTRALIA (PTY) LIMITED

1    INTRODUCTION
     Shareholders are referred to the announcement released on SENS on 19 June 2018 in which it
     was advised that Advanced Health’s major Australian subsidiary, Presmed Australia (Pty)
     Limited (“PMA”) conducted a fund raising to raise AUD 1.675 million (ZAR 16.74 million) by
     way of loans from certain PMA and Advanced Health directors or their associated companies.
     A portion of the loans were converted to equity at a share price of AUD23.37 per PMA share
     which diluted Advanced Health’s shareholding in PMA from 94.64% by 3.8% to 90.84%. The
     remaining AUD 0.925 million (ZAR 9.24 million) was retained by PMA as long term loans.

     Shareholders are advised that, in accordance with terms of the long term loans, a further
     portion of the long term loans have been converted to PMA ordinary shares, by the parties
     detailed in 4.1 below. A total long term loan amount of AUD674 970 was converted to 24 607
     PMA ordinary shares, issued at a share price of AUD27.43 per PMA share. The conversion
     diluted Advanced Health’s current shareholding in PMA from 61.41% to 59.66%, a deemed
     Disposal of 1.75% (“Deemed Disposal”).

2    BACKGROUND TO PMA
     Presmed Australia is one of the leading healthcare companies in Australia that specializes in
     establishment and management of surgical day hospitals. It currently operates five facilities
     across the major urbanised regions New South Wales, Australia.

3    BACKGROUND AND RATIONALE FOR THE DISPOSAL
     PMA required funding for its ongoing expansion and support of its Australian day hospitals,
     which was approved and supported by the AVL Board. As per the terms of the long-term
     loans, the directors had the right to convert these to PMA shares.

4    KEY TERMS OF THE TRANSACTION
     4.1 Conversion of loans to share capital
          The names of the directors, value of the long terms loans and number shares issued are
          detailed in the table below:

            Party   and      associate    Long    term   Converted       to   Loan       Remaining     Number   of
            company                       loan Amount    Shares               amount     Long term     shares
                                                                              repaid     loan          issued
            Ysbrand Visser via Maluti     AUD150 000     AUD149 987.24        AUD12.76   AUD 0         5 468
            Holding AG
            Ivan Kassel via Davilar Pty   AUD375 000     AUD124 998.51        AUD1.49    AUD 250 000   4 557
            Ltd
            Carl Grillenberger            AUD400 000     AUD399 984.26        AUD15.74   AUD 0         14 582
            Total                         AUD975 000     AUD674 970.01        AUD29.99   AUD 250 000   24 607

     4.2 Suspensive conditions and Proceeds
         There are no suspensive conditions to the Disposal.
           No additional proceeds was raised on the conversion the long term loans.

     4.3 Effective date of the Deemed Disposal
         The effective date of the Deemed Disposal is on the day the shares are issued to the
         Parties which was 9 November 2020.

5    PROFIT AND NET ASSET VALUE ATTRIBUTABLE TO PMA
     The net assets of PMA, as per the reviewed condensed consolidated annual financial
     statements for the 12 months ended 30 June 2020 was ZAR180.7 million. The audited revenue
     attributable to the net assets of PMA for the 12 months ended 30 June 2020 was ZAR299.3
     million and the profit after tax was ZAR14.4million. The reviewed condensed consolidated
     annual financial statements were prepared in accordance with International Reporting
     Standards, the SAICA Financial Reporting Guides as issued by the Accounting Practices
     Committee, the JSE Listing Requirements and the Companies Act 71 of 2008 of South Africa.

6    CATEGORISATION OF THE TRANSACTION AND CAUTIONARY ANNOUNCEMENT
     In terms of the Listings Requirements of the JSE, the Deemed Disposal, at a value of ZAR 7.67
     million is categorised as a Category 2 transaction in terms of section 9. Further, the Deemed
     Disposal is not categorised as a related party transaction in terms of section 10 read with
     section 21 of the Listings Requirements and does therefore not require a fairness opinion to
     be obtained nor is it subject to Advanced Health shareholder approval.

The Exchange rate applied in this announcement is the closing ZAR:AUD rate on Monday, 9 November 2020 of
ZAR11.36548:AUD1

Johannesburg
24 November 2020

Designated Advisor
Grindrod Bank Limited

Date: 24-11-2020 12:00:00
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