Wrap Text
Posting of circular and notice of general meeting
LITHA HEALTHCARE GROUP LIMITED
(Incorporated in the Republic of South Africa)
Registration number 2006/006371/06
Share code: LHG
ISIN: ZAE0000144671
("Litha" or the Company)
POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING RELATING TO A
SPECIFIC ISSUE OF SHARES FOR CASH, ADOPTION OF A NEW MEMORANDUM OF
INCORPORATION AND APPROVAL OF AN AMENDMENT TO THE LITHA HEALTHCARE
GROUP SHARE INCENTIVE SCHEME
SPECIFIC ISSUE OF SHARES FOR CASH
Introduction
On 14 February 2011 Litha concluded a Management Services
Agreement with Cpoint Capital Inc. (Cpoint) in terms of which
Litha granted Cpoint the right to subscribe (the Option) for 7
800 000 ordinary shares (Option shares) at a price of R1.58 per
share (Option price) as compensation for the performance by
Cpoint of certain services.
The Option price represents the volume weighted average price of
Litha shares traded on the exchange operated by the JSE Limited
(JSE) for the 45 days immediately preceding the date the issue
was agreed in writing between Litha and Cpoint.
Pro Forma Financial Information
The table below sets out the unaudited pro forma financial effects
of the issue of the Option shares on earnings per share (EPS),
headline EPS, net asset value (NAV) and net tangible asset value
(NTAV) per share and diluted EPS and headline EPS, based on
previously published unaudited pro forma financial information
reported on and disclosed in the Companys circular to
shareholders, dated 7 May 2012 (the 7 May 2012 circular) and
relating to Lithas acquisition of Pharmaplan (Proprietary)
Limited (Pharmaplan).
The unaudited pro forma financial effects are the responsibility
of the directors of Litha and have been prepared for illustrative
purposes only to provide information about how the issue of the
Option shares may have impacted shareholders on the relevant
reporting date and because of its nature may not fairly present
the Companys financial position, changes in equity, results of
operations or cash flows after the issue of the Option shares.
The pro forma
financial After the issue
information of the Option
after the shares Change
acquisition of (see note 2,3) (%)
100% of (cents)
Pharmaplan as
per the
7 May 2012
circular
(cents)
(see note 1)
EPS 23.68 23.46 (0.9)
Diluted EPS 22.90 22.70 (0.9)
Headline EPS 23.67 23.45 (0.9)
Diluted headline EPS 22.89 22.69 (0.9)
NAV per share 165.40 165.30 0.1
NTAV per share
Number of shares in
issue 15.50 17.50 13.1
Weighted average number 543 763 223 551 563 223 1.4
of shares in issue 540 651 929 548 451 929 1.4
Notes:
1. Extracted from the unaudited pro forma financial information
reported on and disclosed in the 7 May 2012 circular.
2. Adjustments to EPS and headline EPS have been made on the
assumption that:
- the issue of the Option shares was effective on 1 January
2011 for statement of comprehensive income purposes;
- the proceeds from the issue of the Option shares were used to
reduce the Companys overdraft at 9% per annum; and
- a Company tax rate of 28% was applied.
3. Adjustments to NAV and NTAV per share have been made on the
assumption that:
- the issue of the Option shares was effective on 31 December
2011 for statement of financial position purposes; and
- the proceeds from the issue of the Option shares were used to
reduce the Companys overdraft.
ADOPTION OF A NEW MEMORANDUM OF INCORPORATION
With effect from 1 May 2011 the Companys Articles of Association
became known as its Memorandum of Incorporation (the New MOI).
In terms of item 4(2(a) of Schedule 5 to the Companies Act 71 of
2008 (the Act), at any time prior to 1 May 2013, a pre-existing
company may file, without charge, an amendment to its MOI in order
to harmonise it with the Act. The JSEs Listings Requirements also
require listed companies to harmonise their MOIs with the Listings
Requirements prior to 1 May 2013.
The New MOI has been prepared in order to achieve the
aforementioned harmonisation. The New MOI, as well as the current
Articles of Association (for comparison), will be available for
inspection on the Companys website (www.lithahealthcare.co.za)
and at the registered office of Litha, No 106, 16th Road, Midrand,
Gauteng, 1686 during business hours from today, Friday, 2 November
2012 until the date of the General Meeting.
AMENDMENT TO THE LITHA HEALTHCARE GROUP SHARE INCENTIVE SCHEME
(SCHEME)
Given the recent issue of shares to Paladin Labs Inc (described
more fully in the 7 May 2012 circular) and in order to maintain a
reasonable limit allocation to scheme shares, it is proposed that
the rules of the Scheme be amended such that:
- the maximum number of shares to be utilised for purposes
of the Scheme be increased from 36 000 000 (thirty-six
million) shares to 60 000 000 (sixty million) shares; and
- the maximum number of shares which may, in aggregate, be
allocated to any one participant pursuant to the Scheme be
increased from 7 540 000 (seven million, five hundred and
forty thousand) shares to 10 000 000 (ten million) shares.
In order to effect these changes, it is proposed that clause 4 of
the Scheme rules be amended accordingly.
POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING
Notice is hereby given that a general meeting of Litha
shareholders will be held at 10:00 on Friday, 30 November 2012 in
the Boardroom of the Company, at 106, 16th Road, Midrand, Gauteng,
1685 (General Meeting) for the purposes of considering and, if
deemed fit, passing the special and ordinary resolutions required
in order to give effect to the abovementioned specific issue of
shares for cash, the adoption of the New MOI and the approval of
an amendment to the Scheme (together, the proposals).
A circular, setting out, inter alia, the rationale for the
proposals, and including a Notice of General Meeting, will be
posted to shareholders today, Friday, 2 November 2012.
SALIENT DATES
The salient dates in respect of implementation of the proposals
are as follows:
2012
Last day to trade in Litha shares in Friday, 16 November
order to be recorded in the register
to participate in and vote at the
General Meeting on
General Meeting record date on Friday, 23 November
Form of proxy for the General Meeting Wednesday, 28 November
to be received by 10:00 on (see note 2
below)
General Meeting to be held at 10:00 on Friday, 30 November
Results of General Meeting to be Friday, 30 November
released on SENS on
Issue and listing of the Option shares Friday, 7 December
on
Notes
1. All times stipulated herein are South African times.
2. Any forms of proxy not handed by this time must be handed to the
chairman of the General Meeting immediately before the proxy
exercises any of the shareholder rights at the General Meeting.
3. If the General Meeting is adjourned or postponed, forms of proxy
submitted for the initial General Meeting will remain valid in
respect of any adjournment or postponement of the General
Meeting.
Midrand
2 November 2012
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 02/11/2012 12:06:00 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 
