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MVG/MVGP - Mvelaphanda - Group Update on the Unbundling and Realisation

Release Date: 20/11/2009 17:39
Code(s): MVG MVGP
Wrap Text

MVG/MVGP - Mvelaphanda - Group Update on the Unbundling and Realisation Strategy Mvelaphanda Group Limited (Incorporated in the Republic of South Africa) Registration number 1995/004153/06 Ordinary share code: MVG Preference share code: MVGP Ordinary share: ISIN: ZAE000060737 Preference share: ISIN: ZAE000073540 ("Mvela Group" or "the Company") Update on the Unbundling and Realisation Strategy Mvela Group is committed to the realisation and unbundling of the Company`s assets and proposed distribution to shareholders, as announced at the Annual Results presentation of the Company on 3 September 2009. This announcement updates shareholders on the position. 1. Life Healthcare Life Healthcare Group has appointed corporate advisors to advise the board on strategic options with regards its shareholding. This follows engagements with shareholders at the instance of Mvela Group which was subsequently followed by an announcement by Mvela Group on 3 September 2009 of its intentions to realise or unbundle its 22% stake in Life Healthcare Group to its shareholders. It is expected that the mandated advisors will present their proposals to the board of the company early in 2010. Life Healthcare is a black economic empowered (BEE) healthcare company. The company remains committed to promoting the BEE codes of good practice and continuing transformation in the private healthcare sector. The matter of BEE ownership will be considered as part of the strategic review. Life Healthcare is a key player in the South African healthcare sector. The primary business is acute private hospital care. The company`s portfolio comprises one of the widest geographic spreads of acute care hospitals and same day surgical centres in southern Africa. The company currently owns and operates 54 acute care facilities with over 7 600 beds. In addition Life Healthcare owns Life Esidimeni the largest public private partnership in South Africa with 14 facilities and over 5 000 beds. The other shareholders in Life Healthcare include Brimstone Investment Corporation, Rand Merchant Bank, Old Mutual Investment Group (SA), IDC, doctors, staff and management. It is the intention of Mvela Group to maximize value for shareholders by looking at various options which might achieve its stated objective of achieving, at minimum, its intrinsic net asset value as published in its results on 3 September 2009. 2. Distribution to Shareholders The Company is engaging with its funders relating to the process described above and the board proposes to make a distribution to shareholders on finalisation of the aforementioned process. 3. Other assets The Company is engaged in various discussions relating to the realisation of value in its other underlying assets. The Company will make appropriate announcements to the Company`s shareholders when these discussions have been concluded. The focus of management is to first realise the unlisted investments which represent about 70% of the value of Mvela Group as at 31 August 2009. 4. Management Company Due to the complexity of establishing an appropriate management company structure acceptable to all shareholders and to prevent any confusion that has arisen, the Board of Mvela Group has resolved not to proceed with setting up a management company. Aspects of the management company structure were becoming increasingly complex as all eventualities could not be catered for, including the calculation of the participation fee. While the information to shareholders gave a broad range for the participation fee, considering the hurdle set by the independent Board of Mvela Group, the likely range of performance of the management company would have been between R40 million to R45 million. The following board and management changes will take effect from 1 January 2010: * The board will be reduced from ten members to six members * Mikki Xayiya will remain as the Executive Chairman * Yolanda Cuba will remain as the Chief Executive Officer * Ernst Roth will remain as the Financial Director * David Moshapalo, Mpumi Mpofu, Ramesh Patel and Carl Stein will resign as non-executive board members of the Company * Bryan Hopkins is being appointed as the lead independent non-executive director. The other independent non-executive directors are Oyama Mabandla and Kuseni Dlamini. Going forward, the Executive Chairman, Chief Executive Officer and Finance Director will be responsible for managing the unbundling and realisation of assets to unlock value for shareholders. 4. Convertible Preference shares As at 20 November 2009, 437 732 preference shares have been converted into ordinary shares. The total number of ordinary shares (net of treasury shares) in issue is 407 707 689 and the total number of convertible preference shares in issue is 54 262 268. 5. Treasury shares All treasury shares have been cancelled as there is no intention for these to be reissued due to the unbundling and realisation strategy. Application will be made to JSE Limited for the termination of the listing of these shares as soon as possible. 20 November 2009 Sponsor Deutsche Securities SA (Pty) Limited Date: 20/11/2009 17:39:01 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. 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