Wrap Text
LITHA HEALTHCARE GROUP LIMITED
Incorporated in the Republic of South Africa
(Registration number 2006/006371/06)
Share code: LHG ISIN: ZAE000144671
("Litha" or "the Company" or the Group)
PALADIN Labs Inc.
Incorporated in Canada
TSX SYMBOL: PLB
(Paladin)
FINALISATION ANNOUNCEMENT REGARDING THE PALADIN OFFER TO MINORITY SHAREHOLDERS OF LITHA
Shareholders of Litha (shareholders) are referred to the various announcements released on the Securities Exchange News Service (SENS) of the JSE Limited (JSE) on 21 February 2012, 7 May 2012, 6 June 2012 and 22 June 2012, in respect of the Paladin Offer to Minority shareholders of Litha as detailed in the circular distributed to shareholders and dated 7 May 2012 (the Circular). The definitions and interpretations contained in the Circular apply to this announcement.
Shareholders are advised that all conditions precedent to the Paladin Offer have now been fulfilled and the Paladin Offer has become unconditional.
Accordingly, the Paladin Offer to Minority shareholders, as detailed more fully in the announcement released on SENS on 7 May 2012, is being made as outlined below.
1. Paladin will acquire from those Minority shareholders that validly and lawfully accept the Paladin Offer by Friday, 20 July 2012, 50% of the Litha shares held by Paladin Offer Participants as at Friday, 6 July 2012, for a price equal to ZAR 2.75 per Litha share payable in cash.
2. Minority shareholders are advised to take note of Lithas share price, being ZAR3.50 at the close of business on Monday, 2 July 2012 compared to the Paladin Offer price of ZAR2.75 per Litha share, as well as the Independent Boards recommendation in paragraph 2.4.9 of Section A of the Circular. In addition, be reminded that Minority shareholders holding 180 294 466 Litha shares, representing 53.46% of the issued shares in Litha will not be accepting the Paladin Offer in accordance with the Irrevocable Undertakings received.
3. Minority shareholders wishing to participate in the Paladin Offer must do so in accordance with the procedure outlined in paragraph 2.4.7 of Section A of the Circular. Please ensure that before doing so you understand that accepting the Paladin Offer will NOT be in your best interests as explained in paragraph 2 above.
4. Minority shareholders not wanting to participate in the Paladin Offer do not need to take any further action.
5. Minority shareholders who do not make an election will remain shareholders in Litha.
6. Paladin Offer Participants and their nominees may only accept the Paladin Offer in respect of all (and not a part only) of their Litha shares forming the subject of the Paladin Offer (which amounts to 50% of the Paladin Offer Participants holding in Litha as at the Paladin Offer record date, being Friday, 6 July 2012), and such acceptance may only be tendered once. Any acceptances tendered more than once will be invalid.
7. Minority shareholders participation in the Paladin Offer will be rounded up or down, as appropriate with fractions of 0.5 and above being rounded up, and only whole numbers of Litha shares may be tendered into the Paladin Offer.
8. The salient date and times relating to the Paladin Offer are as follows and are not subject to change:
Final record date to determine the Paladin Offer Participants Friday, 6 July 2012
The Paladin Offer closes provisionally at 12:00 on Friday, 20 July 2012
Forms of acceptance and surrender not yet received,
to be received by the transfer secretaries
by no later than 12:00 on Friday, 20 July 2012
Results of the Paladin Offer to be released on SENS on Monday, 23 July 2012
The Paladin Offer Consideration credited
to the Paladin Offer Participants accounts at
his CSDP or broker (as the case may be),
in cases where the shares surrendered are held
by such CSDP or broker as nominee for the Paladin
Offer Participant, by no later than on (see note 2 below) Monday, 23 July 2012
Cheques posted to or credited to the bank
accounts of the Paladin Offer Participant
(who hold their shares in their own names) at
the Paladin Offer Participants own risk,
in settlement of the Paladin Offer Consideration,
by no later than on (see note 2 below) Monday, 23 July 2012
Notes:
1. All times quoted in this announcement are South African times.
2. Settlement dates of the Paladin Offer Consideration, being within six business days after the later of (i) the Paladin Offer being declared wholly unconditional, and (ii) acceptance thereof by the relevant Paladin Offer Participant, with the final settlement date being the business day after the Paladin Offer Closing Date.
Midrand
3 July 2012
Merchant bank and sponsor
RAND MERCHANT BANK (a division of FirstRand Bank Limited)
Transaction originator and debt underwriter
Blackstar
Independent expert
BDO Corporate Finance Proprietary Limited
Reporting Accountants
Mazars Moores Rowland
Legal advisors to Litha and Blackstar
Edward Nathan Sonnenbergs Inc
Independent Sponsor
Deloitte & Touche Sponsor Services Proprietary Limited
South African legal advisors to Paladin
Werksmans Inc
Canadian legal advisors to Paladin
Davies Ward Phillips & Vineberg LLP
Date: 03/07/2012 08:04:00 Supplied by www.sharenet.co.za
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.
Sharenet Sites 
