Wrap Text
Detailed terms announcement regarding the proposed disposal of Alliance Medical Group and withdrawal of cautionary
LIFE HEALTHCARE GROUP HOLDINGS LIMITED LIFE HEALTHCARE FUNDING LIMITED
(Incorporated in the Republic of South Africa) (Incorporated in the Republic of South Africa
(Registration number 2003/002733/06) with limited liability)
ISIN: ZAE000145892 (Registration number 2016/273566/06)
JSE AND A2X SHARE CODE: LHC Bond company code: LHFI
("Life Healthcare” or “the Company” and, (“Life Healthcare Funding”)
together with its affiliates, the “Group")
DETAILED TERMS ANNOUNCEMENT REGARDING THE PROPOSED DISPOSAL OF LIFE
HEALTHCARE’S INTERESTS IN ALLIANCE MEDICAL GROUP TO iCON INFRASTRUCTURE AND
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. SALIENT FEATURES
Please note that capitalised terms used in this section are as defined in the body of this
announcement.
- Life Healthcare has entered into binding agreements with entities advised by iCON
Infrastructure LLP for the sale of 100% of the Group’s interests in Alliance Medical Group.
- The sale and purchase agreement implies a post-IFRS 16 enterprise value of GBP 910
million (approximately ZAR 21,307 million(1)) and a cash purchase consideration payable by
the Purchaser of GBP 593 million (approximately ZAR 13,880 million), subject to certain
Equity Value Adjustments to be determined prior to the Completion Date.
- The net proceeds from the Proposed Transaction (after settling remaining offshore debt,
transaction-related expenses and retention of a portion of the funds for investment in growth
initiatives) are currently estimated to be GBP 360 million (approximately ZAR 8,432 million).
Subject to the required approvals, Life Healthcare intends to return the net proceeds to
Shareholders, the majority of which by way of a special dividend.
- The Proposed Transaction provides an opportunity for Shareholders to realise the material
value in AMG in the immediate term and unlock a significant premium to the estimated value
of AMG reflected in Life Healthcare’s share price prior to the first transaction-related
cautionary announcement.
- Post completion, Life Healthcare will be positioned as a leading, diversified and integrated
healthcare services provider, with strong southern African growth potential through its
integrated care model and international growth potential through LMI’s radiopharmaceutical
portfolio.
- The Proposed Transaction is subject to the fulfilment or waiver (to the extent permissible) of
conditions precedent typical for a transaction of this nature.
2. INTRODUCTION
2.1 Life Healthcare shareholders (“Shareholders”) and Life Healthcare Funding noteholders are
referred to the cautionary announcements dated 15 February 2023, 23 March 2023, 26 April
2023, 6 June 2023, 29 June 2023, 10 August 2023 and 22 September 2023 released on the
Stock Exchange News Service (“SENS”) of the Johannesburg Stock Exchange (“JSE”).
2.2 On 5 October 2023, the Group, acting through its wholly owned indirect subsidiary in the
United Kingdom (“UK”), Alliance Medical Group Limited (“AMGL”), concluded binding
transaction agreements with Andromeda Bidco Limited (the “Purchaser”), for the sale of
100% of the issued share capital of Alliance Medical AcquisitionCo Limited (“Sale Shares”)
(“AcquisitionCo”) and its subsidiaries, which together comprise the Alliance Medical Group
(herein referred to as “AMG”), to the Purchaser (the “Proposed Transaction”). The Proposed
Transaction excludes the Group’s interests in Life Molecular Imaging Limited, Life Molecular
Imaging GmbH and Life Molecular Imaging Inc. (together, “LMI”), which do not fall within the
perimeter of the Proposed Transaction.
(1) Exchange rate of GBP1 = ZAR23.42 as of close of business on 4 October 2023
2.3 The Purchaser is indirectly wholly owned by iCON Infrastructure Partners VI (“iCON
Infrastructure VI”). iCON Infrastructure VI comprises two parallel limited partnerships, iCON
Infrastructure Partners VI, L.P. and iCON Infrastructure Partners VI-B, L.P. iCON
Infrastructure LLP (“iCON Infrastructure”) is the exclusive investment adviser to iCON
Infrastructure VI.
3. RATIONALE FOR THE PROPOSED TRANSACTION
3.1 Life Healthcare advanced its geographic and healthcare diversification ambitions through the
acquisition of AMG in 2016, providing the Group with a strong position in the complementary
service lines of diagnostic imaging, molecular imaging, and radiopharmaceutical
manufacturing across the UK and Europe. The Group further advanced its international
strategy through its investment in 2018 in LMI, a fully integrated research and development
radiopharmaceutical company dedicated to developing and globally commercialising
innovative molecular imaging agents for use in PET-CT diagnostics.
3.2 Since 2016, Life Healthcare has focused on strategically developing and growing AMG’s
partnerships and services across the UK and Europe, resulting in AMG’s revenue increasing
by 63% in the past six years, from GBP 233 million in 2016 to GBP 379 million in the year to
30 September 2022. Over this time, AMG was a key driver of long-term value creation, based
on its:
3.2.1 Competitive position as a vertically integrated provider of imaging services across the UK
and Europe, operating 233 sites and delivering over 1.1 million scans per year across the
UK and 10 other European countries;
3.2.2 Reputable footprint in its core markets as a trusted partner to the National Health Service
(in the UK), Azienda Sanitaria Locale (in Italy) and Health Service Executive (in Ireland);
3.2.3 Significant, well invested asset base and strong competitive positions, which meant AMG
has been forecasted to deliver consistent, hard currency returns well above its cost of
capital; and
3.2.4 Ability to capture consistent demand growth driven by the UK and Europe’s evolving
healthcare needs and state systems which are unable to respond to capacity challenges.
Driven by these demand factors, AMG is increasingly operating in an out-of-hospital
community setting, as demonstrated by the expansion of its footprint through community
diagnostic centres (“CDCs”), and it is well positioned for expansion into other European
and Middle Eastern countries.
3.3 Based on the increasing demand for imaging services across the UK and Europe and AMG’s
attractive positioning in its core markets, the board of directors of Life Healthcare (“Board”)
and management of Life Healthcare continue to have strong conviction in AMG’s prospects.
AMG, with the full support of the Board, continues to execute its long-term strategy through,
inter alia, development and expansion of its CDC footprint in the UK and Ireland, growth
opportunities in Italy, increasing its cyclotron footprint in existing markets, continuing to
increase its partnerships with its customers by entering into new contracts, driving increased
volumes through existing infrastructure and improving efficiencies.
3.4 However, in late 2022 and early 2023, the Company received several unsolicited expressions
of interest in AMG. Following extensive engagement, the interested parties submitted offers
for AMG. The Board evaluated these offers and subsequently decided to proceed with iCON
Infrastructure to enable it to submit a binding offer. After careful consideration, the Board
believes the Proposed Transaction is in the best interests of Shareholders based on the
following:
3.4.1 Ability for Shareholders to realise significant value: The Proposed Transaction
provides an opportunity for Shareholders to realise the material value in AMG in the
immediate term and unlock a significant premium to the estimated value of AMG reflected
in Life Healthcare’s share price prior to the first transaction-related cautionary
announcement;
3.4.2 Acceleration of value: As a result of the planned capital expenditure which forms a key
pillar of AMG’s business plan over the medium-term, a large portion of AMG’s significant
fundamental value sits in the outer years of the business plan. The Proposed Transaction
therefore enables Shareholders to realise this longer-term value upfront, and de-risk the
delivery of the AMG business plan from a Shareholder perspective;
3.4.3 Potential for AMG to continue to be undervalued in Life Healthcare’s share price:
Considering the market’s valuation of AMG historically as reflected in the Life Healthcare
share price, there is no guarantee that future value creation through AMG would be fully
reflected in the Life Healthcare share price going forward, and it is therefore possible that
AMG continues to be undervalued within the Group’s share price;
3.4.4 Enhancement of Life Healthcare’s financial profile and strengthening of the Group’s
financial position: The Proposed Transaction will result in improved return on capital
metrics, as well as improved overall cash conversion, for the Group. The Proposed
Transaction will also result in an overall reduction in gearing and an improved financial
position. As a portion of the Purchase Consideration, as defined in paragraph 6.2 below,
will be used to repay remaining international debt, the Proposed Transaction will result in
Group gearing reducing to approximately one times net debt to normalised EBITDA 2 ,
providing headroom to invest in growth and supporting the Group’s ability to return capital
to Shareholders;
3.4.5 Increased management and capital allocation focus on attractive growth
opportunities: AMG requires significant additional capital investment to meet its contract
requirements, while the execution of the Proposed Transaction will allow management to
focus its capital allocation priorities on accelerating its integrated care strategy in southern
Africa and supporting the growth optionality in LMI to deliver value for Shareholders;
3.4.6 Repositioning of Life Healthcare: Following completion of the Proposed Transaction,
Life Healthcare will be positioned as a leading, diversified and integrated healthcare
services provider in southern Africa, with clear capital allocation priorities, a resilient and
sustainable financial profile and a strong cash generation ability. Life Healthcare will have
strong southern African growth potential through its integrated care model and
international revenue growth potential through LMI’s radiopharmaceutical portfolio; and
3.4.7 AMG is well positioned in the hands of the Purchaser: The funds advised by iCON
Infrastructure are active investors in European healthcare infrastructure, with investments
in both the diagnostic and molecular imaging sectors. AMG is an attractive player well
placed to continue supporting Europe’s evolving healthcare needs. iCON Infrastructure
views the strategic positioning of AMG as a significant opportunity to continue the
development of a vertically integrated, pan-European imaging platform.
4. DESCRIPTION OF LIFE HEALTHCARE AND AMG
4.1 Life Healthcare is one of the largest private healthcare providers in southern Africa, primarily
serving the private medically insured market and has over 40 years’ experience in the private
healthcare sector. Since commencing operations in the early 1980s with four hospitals, it has
grown through acquisitions, capacity expansion within existing facilities, the addition of new
lines of business and the development and construction of new hospitals. Life Healthcare
currently operates 65 healthcare facilities (9,226 beds) in South Africa and one facility in
Botswana.
(2) Calculated as per Life Healthcare’s debt agreements
4.2 Life Healthcare’s southern African healthcare business, which represented 70.8% of Life
Healthcare’s revenue during the financial year ended 30 September 2022, is organised into
two divisions:
4.2.1 The hospitals and complementary services division provides services primarily to the
private medically insured market, which represented approximately 8.95 million people in
2022(3). For the financial year ended 30 September 2022, the hospital and complementary
services division generated 66.0% of Life Healthcare’s revenue. The acute hospital
business comprises general hospital facilities of various sizes. The complementary
services business provides both inpatient or outpatient services in the areas of renal
dialysis, acute rehabilitation, mental health, radiation and chemotherapy oncology, and
diagnostic and molecular imaging.
4.2.2 The healthcare services division includes the provision of acute and long-term chronic
mental health and frail care services to state patients through Life Nkanyisa, one of the
largest Public-Private Partnerships in South Africa (3,163 beds). The division also includes
services to provincial health and social development departments, and the provision of
primary healthcare, occupational healthcare and employee wellness services to employer
groups in commerce, industry, state-owned enterprises and mining, through Life Health
Solutions. For the financial year ended 30 September 2022, the healthcare services
division represented 4.8% of Life Healthcare’s revenue.
4.3 The Group’s international business, which represented 29.2% of the Group’s revenue for the
financial year ended 30 September 2022, includes AMG and LMI.
4.3.1 AMG, which represented 27.2% of the Group’s revenue for the financial year ended 30
September 2022, is one of the leading independent diagnostic and molecular imaging
providers in the UK and western Europe, with a vertically integrated PET-CT network,
enabling the manufacture and distribution of radioisotopes for its own PET-CT scanning
facilities and third parties.
4.3.2 LMI, which represented 2.0% of the Group’s revenue for the financial year ended 30
September 2022, is a fully integrated research and development pharmaceutical company
dedicated to developing and globally commercialising innovative molecular imaging agents
for use in PET-CT diagnostics to detect specific diseases.
5. DESCRIPTION OF ICON INFRASTRUCTURE
iCON Infrastructure is the exclusive investment adviser to funds with cumulative commitments
of approximately US$8.0 billion, including iCON Infrastructure VI. iCON Infrastructure is
regulated by the UK Financial Conduct Authority. iCON Infrastructure VI, iCON Infrastructure’s
latest flagship fund, closed fundraising in June 2022 with cumulative commitments of
approximately US$3.6 billion from over 50 investors. Investors in iCON Infrastructure’s funds
comprise globally recognised corporate and public pension funds, asset managers, insurance
companies and sovereign wealth funds. The iCON Infrastructure group is focused on long
term equity investments in infrastructure businesses located in Europe and North America,
and the iCON Infrastructure funds have invested in a diversified portfolio of businesses
spanning a range of infrastructure sectors including healthcare, transport, utilities, telecoms,
energy and environment, and social infrastructure.
6. SALIENT TERMS OF THE PROPOSED TRANSACTION
6.1 General
6.1.1 The Proposed Transaction has been documented in a sale and purchase agreement
(“SPA”) between AMGL, the Purchaser and the Company governed by English law and
will be implemented in accordance with applicable English and South African laws as well
as laws of other applicable jurisdictions. The Proposed Transaction is subject to the
fulfilment or waiver (to the extent permissible) of the conditions precedent set out in the
SPA, as summarised in paragraph 6.4 below (“Conditions Precedent”).
(3) Council for Medical Schemes
6.1.2 On the completion date as set out in the SPA and as referred to in paragraph 6.5 below
(“Completion Date”) and provided that the Conditions Precedent have been satisfied or
waived (to the extent permissible), AMGL will sell and the Purchaser will purchase the Sale
Shares for the Purchase Consideration set out in paragraph 6.2 below as agreed and set
out in the SPA. Accordingly, upon the Completion Date, the Purchaser shall become the
owner of the Sale Shares and therefore the owner of the underlying assets comprising the
business of AMG.
6.1.3 AcquisitionCo historically held various subsidiaries relating to both AMG and LMI.
Following an internal restructure implemented in July 2023, LMI is now 100% held by Life
Healthcare through its wholly owned indirect subsidiary AMGL. As such, AcquisitionCo, as
the subject of the Proposed Transaction, holds only the subsidiaries relating to AMG. LMI
does not fall within the perimeter of the Proposed Transaction.
6.2 Purchase Consideration
6.2.1 The purchase consideration payable by the Purchaser is currently estimated to be an
amount of GBP 593 million (approximately ZAR 13,880 million), subject to the finalisation
of certain equity value adjustments (“Equity Value Adjustments”) to be determined prior
to the Completion Date (the “Purchase Consideration”). The Purchase Consideration will
be payable, in cash, to AMGL on the Completion Date free of any lien, right of set-off,
counterclaim or other analogous right. No securities will form part of the consideration for
the Proposed Transaction.
6.2.2 The Equity Value Adjustments will include the following:
6.2.2.1 addition of an amount of GBP 1.9 million in respect of vendor due diligence costs borne
by Life Healthcare;
6.2.2.2 deduction of the following amounts (in each case as determined in accordance with the
terms of the SPA):
6.2.2.2.1 an amount in respect of accrued interest on intra-group payables (owed by
AcquisitionCo and/or its subsidiaries to other members of the Group) prior to the
Completion Date;
6.2.2.2.2 an amount in respect of disclosed transaction costs paid or payable by
AcquisitionCo and/or its subsidiaries;
6.2.2.2.3 an amount in respect of the shares subject to share incentive plans to be settled in
cash that will vest on the Completion Date;
6.2.2.2.4 an amount in respect of the payments made pursuant to certain securities-based
incentives prior to the Completion Date; and
6.2.2.2.5 an amount in respect of the tax arising from the vesting and/or settlement of any
share incentive plans on the Completion Date;
6.2.2.3 deduction of “leakage” amounts customary for a transaction of this nature and the
locked box mechanism set out in the SPA.
6.2.3 The attributable net debt (including debt-like items) of AMG as at 31 March 2023, together
with the current estimated Purchase Consideration, implies a post-IFRS 16 enterprise
value (“EV”) for the Proposed Transaction of GBP 910 million (approximately ZAR 21,307
million).
6.3 Application of Purchase Consideration
6.3.1 Life Healthcare proposes to return the Purchase Consideration to Shareholders, following,
inter alia:
6.3.1.1 Repayment of the remaining Group’s offshore debt of approximately GBP 117 million
at Life Healthcare UK HoldCo Limited (“Life UK HoldCo”);
6.3.1.2 Settlement of transaction-related expenses; and
6.3.1.3 Retention of approximately GBP 102 million of the proceeds for investment into
attractive and identified growth initiatives relevant to executing the strategy of the
Group, including:
6.3.1.3.1 investments to prepare LMI for Alzheimer’s disease modifying drugs (“DMDs”)
becoming widely used around the world, including investments to secure
NeuraCeq® global production and sales capacity; and
6.3.1.3.2 funding the completion and integration of the acquisition of the assets and
operations of 51 renal dialysis clinics in southern Africa from Fresenius Medical
Care.
6.3.2 Life Healthcare has made significant progress in recent years in relation to its
diversification and integrated care strategy. The Group’s proposed utilisation of a portion
of the Purchase Consideration for investment into these initiatives is in line with the Group’s
strategic priorities and disciplined capital allocation framework. Extensive work has already
been completed in assessing these growth opportunities and Life Healthcare believes
these initiatives have the potential to deliver meaningful value creation as part of the
Group’s strategy.
6.3.3 Based on the above and subject to the finalisation of the total Equity Value Adjustments,
the net proceeds from the Proposed Transaction after settlement of remaining offshore
debt, transaction-related expenses and retention of a portion for investment into growth
initiatives is estimated to be GBP 360 million (approximately ZAR 8,432 million).
6.3.4 Subject to Board approval, Life Healthcare intends to return the net proceeds of the
Proposed Transaction to Shareholders, the majority of which will be distributed by way of
a special dividend within approximately three months of the Completion Date, with the
remainder to be returned by way of a special dividend and/or buyback of Life Healthcare
shares within 12 months of the Completion Date, depending on market conditions.
6.3.5 Shareholders will be informed by way of an announcement on SENS regarding any such
special dividend which, if applicable, would be made in accordance with the JSE Listings
Requirements, the South African Companies Act 71 of 2008 (“Companies Act”), the
requirements of the Financial Surveillance Department of the South African Reserve Bank
(“SARB”) and the memorandum of incorporation of the Company.
6.3.6 A detailed breakdown of the proposed application of the Purchase Consideration will be
included in the Circular referenced in paragraph 11 below.
6.4 Conditions Precedent to the Proposed Transaction
6.4.1 The Proposed Transaction is subject to the fulfilment or waiver (to the extent permissible)
of the following Conditions Precedent as agreed in the SPA:
6.4.1.1 An ordinary resolution in terms of the JSE Listings Requirements as described in
paragraph 8 below being approved by Shareholders at a general meeting of
Shareholders (“General Meeting”) to be convened in accordance with the notice of
general meeting to be included in the Circular mentioned in paragraph 11 below;
6.4.1.2 The release (with effect from the Completion Date) of Alliance Medical Limited (“AML”)
(a wholly owned direct subsidiary of AcquisitionCo) as debt guarantor in respect of Life
Healthcare Funding’s ZAR7 billion Domestic Medium Term Note Programme (the
“DMTN Programme”);
6.4.1.3 The release of AML from all liability (pursuant to deeds of release) under:
6.4.1.3.1 the guarantees given by AML in relation to Life Healthcare Group (Proprietary)
Limited’s obligations under the term loan facility agreements concluded by Life
Healthcare Group (Proprietary) Limited with each of FirstRand Bank Limited (acting
though its Rand Merchant Bank division), Standard Bank of South Africa Limited
and Investec Bank Limited;
6.4.1.3.2 the guarantee given by AML in respect of Life Healthcare Group (Proprietary)
Limited’s obligations in respect of its general banking facilities with FirstRand Bank
Limited (acting though its Rand Merchant Bank division) and Standard Bank of
South Africa Limited; and
6.4.1.3.3 all liabilities under the guarantees given by AML in respect of Life UK Holdco
Limited’s obligations under two syndicated term loans.
6.4.1.4 The Purchaser having obtained the following four regulatory clearances from the
required regulatory authorities on the basis detailed and agreed in the SPA, namely:
6.4.1.4.1 Merger control clearance in Ireland pursuant to section 18(1) of the Irish Competition
Act 2002 (as amended) if certain events, as detailed and agreed in the SPA, have
occurred;
6.4.1.4.2 Foreign Investment Clearance in Austria pursuant to the Austrian Investment
Control Act (Investitionskontrollgesetz; Federal Law Gazette, I No. 87/2020);
6.4.1.4.3 Foreign Investment Clearance in Germany pursuant to the requirements of the
German Federal Ministry of Economic Affairs and Climate Action, the German
Foreign Trade and Payments Act and/or the German Foreign Trade and Payments
Ordinance (as applicable); and
6.4.1.4.4 Foreign Investment Clearance in Italy pursuant to the Law Decree No. 21 of 15
March 2012 (as subsequently amended and supplemented) and the relevant
implementing decrees.
The Purchaser may waive with the written consent of AMGL (such consent not to be
unreasonably withheld), in whole or in part and conditionally or unconditionally, the
need to obtain such regulatory clearances.
6.5 Completion Date of the Proposed Transaction
Subject to the fulfilment or waiver of the Conditions Precedent set out in paragraph 6.4 above,
the Company expects the Completion Date of the Proposed Transaction to occur on or about
31 January 2024. The SPA provides that the Conditions Precedent must be satisfied on or
before the long stop date which is defined as five months from the date of signing of the SPA
or such other date agreed between AMGL and the Purchaser (with such period extendable
by AMGL or the Purchaser by up to a further 60 days on one occasion).
6.6 Other Significant Terms
6.6.1 The SPA contains several other terms which are customary for a transaction of this nature.
These include:
6.6.1.1 the provision of warranties by AMGL in favour of the Purchaser, which warranties
include:
6.6.1.1.1 warranties classified as "fundamental warranties", which relate to, inter alia, AMGL's
title to the Sale Shares, AMGL's capacity and authority to enter into the SPA and
the solvency of AMGL, AcquisitionCo and its subsidiaries;
6.6.1.1.2 other warranties which relate to, inter alia, the business of AcquisitionCo and its
subsidiaries, including in relation to their financial accounts, licences, compliance
with laws, assets, employees and tax affairs;
6.6.1.2 a tax covenant between AMGL and the Purchaser in terms of which AMGL undertakes
to indemnify the Purchaser against certain “general” tax liabilities and costs related
thereto and against certain “specific” tax liabilities and costs related thereto;
6.6.1.3 provisions capping AMGL’s liability and setting various time limits within which claims
under the SPA must be made. The key points of note in this regard include:
6.6.1.3.1 the non-fundamental warranties given by AMGL are covered by a warranty and
indemnity insurance policy (“W&I policy”) obtained by iCON Infrastructure and as
such (subject to the terms of the W&I policy), AMGL’s liability in respect of such
warranties is capped at GBP 1;
6.6.1.3.2 the tax covenant given by AMGL is also covered by the W&I policy liability and
AMGL’s liability in respect of that is capped at GBP1, save for certain separate tax
covenants in respect of which the maximum aggregate financial liability is
GBP14,370,307 with a time limit up to (and including) 31 December 2029;
6.6.1.3.3 AMGL's liability in respect of all claims under the SPA (including in respect of the
fundamental warranties and all sections of the tax covenant) shall not exceed the
total proceeds paid by iCON Infrastructure to AMGL in connection with the Proposed
Transaction;
6.6.1.4 Life Healthcare will provide a guarantee in favour of the Purchaser in relation to AMGL’s
obligations in the event of a breach of one or more of the fundamental warranties
provided by AMGL, provided that Life Healthcare will have no obligations under such
guarantee until such time as approval from the SARB has been obtained;
6.6.1.5 the provision of warranties by the Purchaser in favour of AMGL, including warranties
confirming (i) the solvency of the Purchaser and (ii) that the Purchaser has (and on the
Completion Date shall have) immediately available on an unconditional basis the
necessary cash resources to meet its obligations under the SPA; and
6.6.1.6 subject to certain exceptions, AMGL and the members of AMGL’s group (including Life
Healthcare) shall not, for a period of 24 months after the Completion Date, own or
operate a business which competes with the business of AcquisitionCo and/or its
subsidiaries in the UK, Italy, Ireland and Germany and any other jurisdiction in which
AcquisitionCo and/or its subsidiaries (i) conducts its business as carried on as at the
Completion Date and (ii) extends its business in accordance with its business plan. This
non-compete does not affect the business currently carried on by LMI, including any
expansion by LMI into new territories.
7. FINANCIAL INFORMATION
7.1 Shareholders are advised that:
7.1.1 The book value of the net assets of AcquisitionCo was GBP 631 million (approximately
ZAR 13,973 million) as at 31 March 2023, being the date of the latest unaudited interim
financial statements of the Group, which were prepared in accordance with International
Financial Reporting Standards (“IFRS”);
7.1.2 The profits attributable from AcquisitionCo were GBP 1.2 million (approximately ZAR 25
million) for the six-month period ended 31 March 2023, being the date of the latest
unaudited interim financial statements of the Group, which were prepared in accordance
with IFRS; and
7.1.3 The financial disclosures set out in this paragraph are provided as at the last practicable
date of finalisation of this announcement, being 4 October 2023.
8. CATEGORISATION OF THE PROPOSED TRANSACTION
8.1 As the value of the Proposed Transaction exceeds the 30% percentage ratio outlined in
paragraph 9.5 of the JSE Listings Requirements, namely, the percentage ratio resulting from
the Purchase Consideration divided by the aggregate market value of Life Healthcare shares,
excluding treasury shares, at the time of this announcement, it meets the definition of a
category 1 transaction as contemplated in Section 9 of the JSE Listings Requirements. As a
result, the Proposed Transaction is required to be adopted by way of an ordinary resolution
of the Shareholders, which will require the support of more than 50% of the votes exercised
on it.
8.2 The Proposed Transaction is not entered into with a related party and there are accordingly
no related party transaction implications in terms of the JSE Listings Requirements.
8.3 The Proposed Transaction does not constitute a disposal by the Company of all or the greater
part of its assets or undertaking, as contemplated in terms of section 112 of the Companies
Act 71 of 2008.
9. FINANCING
The Purchaser has received an irrevocable equity commitment letter from iCON Infrastructure
VI, pursuant to which the limited partnerships comprising iCON Infrastructure VI undertake to
provide (in aggregate) the Purchaser with an amount in immediately available funds sufficient to
allow the Purchaser to satisfy its obligation to pay the Purchase Consideration to AMGL (“iCON
Infrastructure VI ECL”). AMGL is also party to the iCON Infrastructure VI ECL such that it can
enforce the provisions contained therein. iCON Infrastructure VI’s obligations under the iCON
Infrastructure VI ECL are conditional on the Purchaser being obliged to complete the Proposed
Transaction under the SPA.
10. INVESTOR CALL DETAILS
10.1 A conference call and presentation relating to the details of this announcement will be held at
10:00 SAST on Friday, 6 October 2023.
10.2 Conference Call link (pre-registration required):
https://services.choruscall.za.com/DiamondPassRegistration/register?confirmationNumber=
1372288&linkSecurityString=399172e80
10.3 Presentation Webcast link (pre-registration required):
https://themediaframe.com/mediaframe/webcast.html?webcastid=l185hKVv
10.4 Conference Call replay options:
South Africa 010 500 4108
UK 0 203 608 8021
Australia 073 911 1378
USA 1 412 317 0088
International +27 10 500 4108
Replay Code 45377
10.5 Investor Relations: Dr Mark Wadley (Mark.Wadley@lifehealthcare.co.za)
11. DOCUMENTATION
A circular setting out the full details of the terms of the Proposed Transaction (“Circular”) will be
distributed to Shareholders in due course. The Circular will, inter alia, incorporate a notice
convening a General Meeting of Shareholders at which Shareholders will be requested to
consider, and if deemed fit, to pass, with or without modification the relevant resolutions required
to approve the Proposed Transaction.
A notice setting out Life Healthcare Funding’s proposed amendments to the DMTN Programme
and the consents required from noteholders pursuant to the Proposed Transaction will be posted
to noteholders separately.
12. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders of Life Healthcare and noteholders of Life Healthcare Funding are advised that, as
a result of the publication of this terms announcement, the cautionary announcement is
accordingly withdrawn and Shareholders of Life Healthcare and noteholders of Life Healthcare
Funding are no longer required to exercise caution when dealing in Life Healthcare’s securities.
Dunkeld
5 October 2023
South African Financial Advisor, Sponsor and Corporate Broker to Life Healthcare
Rand Merchant Bank, a division of FirstRand Bank Limited
Financial Advisors to Life Healthcare
Barclays Bank Plc
Goldman Sachs International
International Legal Advisor to Life Healthcare
Allen & Overy LLP
South African Legal Advisor to Life Healthcare
Werksmans
Independent Reporting Accountants
Deloitte & Touche Proprietary Limited
Financial Advisor to iCON Infrastructure
Piper Sandler Ltd
Legal Advisors to iCON Infrastructure
Linklaters LLP
Webber Wentzel
Date: 05-10-2023 04:26:00
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 
