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Announcement Including An Update In Respect Of A Black Economic Empowerment Transaction, The Intention To Delist, A
Litha Healthcare Group limited
(Incorporated in the Republic of South Africa)
(Registration number 2006/006371/06)
JSE code: LHG ISIN: ZAE000144671
(“Litha” or “the Company”)
ANNOUNCEMENT INCLUDING AN UPDATE IN RESPECT OF A BLACK ECONOMIC EMPOWERMENT
TRANSACTION, THE INTENTION TO DELIST, A POSSIBLE OFFER, A TRADING STATEMENT AND A
FURTHER CAUTIONARY ANNOUNCEMENT
1. UPDATE IN RESPECT OF A PROPOSED BLACK ECONOMIC EMPOWERMENT TRANSACTION
Litha shareholders (“Shareholders”) are referred to the cautionary announcements published on
SENS on 1 October 2012, 5 November 2012, 18 December 2012 (“Explanatory Cautionary”) and
1 February 2013.
The Explanatory Cautionary informed Shareholders that Litha is considering entering into an
agreement with a selected black economic empowerment (“BEE”) party (“Selected BEE Party”)
with a view to secure a subscription for ordinary shares in the Company by the Selected BEE party
on terms and conditions to be agreed upon (“Proposed BEE Transaction”). The Proposed BEE
Transaction is congruent with the Company’s stated BEE strategy.
2. INTENTION TO SEEK A DELISTING AND POSSIBILITY OF AN OFFER TO SHAREHOLDERS
Litha’s board of directors (“Board”) is considering, as part of the Proposed BEE Transaction and
other transactions ancillary thereto (“Ancillary Transactions”), to propose a resolution to
Shareholders authorising a voluntary delisting by Litha from the exchange operated by the JSE
Limited (“Delisting”).
In the event that Litha proceeds with the Delisting, an offer to Shareholders (“Offer”) will be
required in accordance with the provisions of the JSE Listings Requirements.
In the event that the requisite approvals have been obtained in respect of the Proposed BEE
Transaction, the Ancillary Transactions and the Delisting (collectively, the “Proposed
Transactions”), Litha intends to make the Offer to Shareholders pursuant to a scheme of
arrangement to be proposed in terms in terms of section 48 of the Companies Act 71 of 2008, as
amended, and the relevant provisions of the Companies Regulations, 2011 promulgated under
the Companies Act (“Share Repurchase”).
Subject to the applicable Shareholder approval and other statutory and regulatory approvals
being obtained in respect of the Proposed Transactions, Shareholders are advised that the Share
Repurchase is likely to be proposed at a price of R3.90 (three Rand ninety cents) per Litha
ordinary share (“Proposed Offer Price”).
Shareholders are specifically cautioned that this announcement does not constitute a firm
intention to make an offer or to make the Offer or to propose the Share Repurchase and, until
such time as Litha informs Shareholders otherwise, there is no offer to or Share Repurchase from
Shareholders.
The rationale for the Board announcing the possible consequences arising from and certain
parameters pertaining to the Proposed Transactions, including the potential Delisting, the
potential Offer, the potential Share Repurchase and the Proposed Offer Price, is to ensure that
Shareholders are not prejudiced during the period from the date of the trading statement (as
more fully set out in paragraph 3 below) and the date upon which full details pertaining to the
Proposed Transactions is announced (“Detailed Announcement”).
The Board will endeavour to publish the Detailed Announcement (or a withdrawal of cautionary,
in the event that the parties do not conclude definitive agreements) as soon as possible, but in
any event by no later than 31 March 2013.
Shareholders are specifically cautioned that, at the date of this announcement, the Company has
not yet entered into definitive agreements in respect of the Proposed Transactions.
3. TRADING STATEMENT
Litha is currently finalising its results for the year ended 31 December 2012, which should be
released on SENS before the end of February 2012. In this regard, Shareholders are advised that
earnings per share will be between 40% and 60% higher and headline earnings per share will be
between 60% and 80% lower than the year ended 31 December 2011.
The increase in earnings per share is due to the profit on deconsolidation of the Biologicals and
Vaccines Institute of Southern Africa Proprietary Limited (Biovac) as at 30 June 2012.
Headline earnings per share declined due to the factors outlined below:
• the increase in amortisation of intangible assets recognised in terms of the purchase price
allocation in respect of Goldex Healthcare, OTC Pharma SA and Pharmaplan;
• the devaluation of the South African Rand which increased cost of sales and resulted in
losses on foreign exchange contracts; and
• transaction costs related to the acquisition and merger of Pharmaplan.
The financial information on which this trading statement is based has not been reviewed or
reported on by the Company’s auditors.
4. FURTHER CAUTIONARY ANNOUNCEMENT
The Proposed Transactions, if concluded and implemented, may have a material effect on the
price of the Company’s securities.
Accordingly, Shareholders are advised to continue exercising caution when dealing in the
Company’s securities until the Detailed Announcement or a withdrawal of cautionary
announcement is published.
Midrand
26 February 2013
Sponsor
RAND MERCHANT BANK
(A division of FirstRand Bank Limited)
Date: 26/02/2013 05:47:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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