Wrap Text
Joint announcement of a firm intention by Paladin Labs Inc., a wholly-owned subsidiary of Endo
LITHA HEALTHCARE GROUP LIMITED ENDO INTERNATIONAL PLC
(Incorporated in the Republic of South Africa) (Incorporated in the Republic of Ireland)
(Registration number 2006/006371/06) (Registration number 534814)
Share code: LHG Share code on the NASDAQ Stock Exchange:
ISIN: ZAE000144671 ENDP
(“Litha” or the “Company”) Share code on the Toronto Stock Exchange: ENL
ISIN: IE00BJ3V9050
(“Endo”)
JOINT ANNOUNCEMENT OF A FIRM INTENTION BY PALADIN LABS INC., A WHOLLY-OWNED
SUBSIDIARY OF ENDO, (“PALADIN”) TO MAKE AN OFFER TO ACQUIRE THE ENTIRE
REMAINING ISSUED ORDINARY SHARE CAPITAL OF LITHA AND WITHDRAWAL OF
CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Litha shareholders (“Shareholders”) are referred to the cautionary announcement published by
Litha on 18 August 2014 (“Cautionary Announcement”) and the renewal of cautionary
announcement published on 3 October 2014. The board of directors of Litha (“Board”) and the
board of directors of Paladin are pleased to announce that they have agreed the terms and
conditions upon which Paladin will make a cash offer (“Offer”) to acquire the entire issued
ordinary share capital of Litha not already owned by Paladin, excluding Treasury Shares (as
defined below), (“Remaining Shares”) for a cash consideration of R2.75 per Remaining Share
(“Consideration”).
Paladin holds approximately 70% of Litha’s issued ordinary shares (“Shares”). Treasury shares
comprise (i) 1 164 905 Shares held by Litha Medical Proprietary Limited (“Litha Medical”), being
a wholly owned subsidiary of Litha and (ii) 2 556 043 Shares held by the trustees for the time
being of the Litha Executive Share Purchase Scheme (“Executive Scheme”) (collectively,
“Treasury Shares”).
Paladin proposes to implement the Offer by way of a scheme of arrangement, in terms of
section 114, read together with section 115, of the Companies Act, No. 71 of 2008, as amended
from time to time ("Companies Act"), proposed by the Board between Paladin and the holders
of the Remaining Shares (“Remaining Shareholders”) (“Scheme”).
The Offer, if implemented, will result in the Shares being delisted from the exchange operated by
the JSE Limited (“Exchange”) (“Delisting”).
Although not required in terms of regulation 87 of the Companies Regulations, 2011,
promulgated under the Companies Act ("Regulations"), Paladin has elected to make a cash
offer to holders of vested and unvested options to acquire Shares (“Option Holders”) as more
fully set out in paragraph 4 below (“Option Holder Offer”).
The purpose of this firm intention announcement (“Firm Intention Announcement”) is to advise
Shareholders on the salient terms and conditions of the Offer.
2. BACKGROUND AND RATIONALE FOR THE OFFER
2.1 Background
On 28 February 2014, Endo concluded a transaction which resulted in it indirectly owning
100% of Paladin's issued share capital.
The aforementioned transaction resulted in a detailed review and assessment by Endo of
Paladin’s various business interests and investments including, inter alia, Paladin’s interest
in Litha. The outcome of this review process resulted in Endo resolving to (i) attempt to
increase its ownership in Litha from its current shareholding to 100% and, if successful, (ii)
delist Litha from the Exchange.
2.2 Rationale for Endo
Endo is of the view that the Offer is congruent with its African growth and expansion strategy
and presents an opportunity for Endo to capitalise on the synergies and benefits arising from
the Offer, including, inter alia,:
- growing its presence in South Africa and the broader African market and servicing both
private and public sector needs;
- transforming Litha’s operating model to further align with Endo’s business practices in
order to maximise growth potential and cash flow generation;
- enhancing internal efficiencies through restructuring the operations and reporting lines
within Litha and its associates and/or subsidiaries so as to conform with Endo’s
operating practices;
- increasing Litha’s access to Endo’s established brands and partnerships; and
- increasing knowledge, technology and research transfer from Endo to Litha.
Furthermore, Endo is of the view that the Delisting will enhance its flexibility to facilitate
Endo’s growth strategy and various integration and restructuring initiatives.
2.3 Rationale for Shareholders
The Consideration will be settled in cash and represents a premium of:
- 36.8% to the closing price per Share on the Exchange as at 15 August 2014, being the
last business day immediately prior to the date of publication of the Cautionary
Announcement;
- 40.3% to the volume weighted average price (“VWAP”) of the Shares on the Exchange
for the 30 days up to 15 August 2014;
- 44.0% to the VWAP of the Shares on the Exchange for the 60 days up to
15 August 2014; and
- 36.1% to the VWAP of the Shares on the Exchange for the 6 months up to
15 August 2014.
3. MATERIAL TERMS OF THE OFFER
Paladin has submitted a letter of firm intention to make the Offer as contemplated in Chapter 5 of
the Companies Act and Chapter 5 of the Regulations (“Firm Intention”). The Firm Intention
contains the terms and conditions of the Offer, further details of which are set out in this Firm
Intention Announcement.
3.1 Transaction mechanism
As mentioned above, Paladin proposes to implement the Offer by way of the Scheme on the
following basis:
- the Scheme is to be proposed in accordance with section 114 of the Companies Act, as
read together with section 115 of the Companies Act;
- the posting of the Scheme circular (“Circular”) to Shareholders will be subject to the
fulfilment of the Circular Conditions Precedent, as defined and set out in paragraph 5
below;
- implementation of the Scheme will be subject to the fulfilment of the Scheme Conditions
Precedent, as defined and set out in paragraph 6 below; and
- as a consequence of implementing the Scheme, the Delisting will be implemented
pursuant to paragraph 1.16(b) of the JSE Limited Listings Requirements.
3.2 Consideration
If the Offer is implemented, the Remaining Shareholders will receive the Consideration on
implementation of the Scheme. The Consideration will be discharged in cash and is
proposed on the basis that:
- immediately prior to the implementation of the Scheme, the number of issued Shares will
be no more than 559,634,502; and
- Litha will not make any distribution nor amend its share capital during the period
commencing on the date of the Firm Intention and terminating on the date of
implementation of the Scheme (“Relevant Period”). If this assumption is incorrect, the
Consideration will be adjusted accordingly.
4. OPTION HOLDER OFFER
Although not required in terms of regulation 87 of the Regulations, Paladin has elected to extend
the Option Holder Offer to:
- Option Holders holding options granted in terms of The Litha Healthcare Group Share
Incentive Scheme (“Incentive Scheme Options”), on the basis contemplated in paragraph
5.2.1 below; and
- CPoint Capital Inc. (“CPoint”), on the basis contemplated in paragraph 5.2.3 below.
5. CONDITIONS PRECEDENT TO POSTING OF THE CIRCULAR TO SHAREHOLDERS
5.1 Details pertaining to the Scheme and notice of the general meeting of Remaining
Shareholders (“Scheme Meeting”), to consider and, if deemed fit, approve the Scheme, will
be set out in the Circular.
5.2 Posting of the Circular is subject to the fulfilment or waiver (as the case may be) of the
following conditions precedent (collectively, the “Circular Conditions Precedent”) that:
5.2.1 by no later than 24 November 2014, each of the Option Holders holding Incentive
Scheme Options:
5.2.1.1 in respect of which the exercise price is less than or equal to the
Consideration ("In-The-Money Options") signs a waiver in form and
substance acceptable to Paladin and Litha ("the Parties"), in terms of
which, subject to the implementation of the Offer, such Option Holder
agrees to waive all of its rights to and under the In-The-Money Options held
by it on the basis that Paladin will pay to it, on the date on which the Offer is
implemented and in respect of each In-The-Money Option held by it, an
amount equal to the Consideration minus the exercise price of the relevant
In-The-Money Option; provided that the aggregate consideration that
Paladin will pay to all Option Holders of In-The-Money Options in respect of
such In-The-Money Options shall not exceed R8 584 664; and
5.2.1.2 in respect of which the exercise price exceeds the Consideration ("Out-The-
Money Options") signs a waiver in form and substance acceptable to the
Parties, in terms of which, subject to the implementation of the Offer, such
Option Holder agrees to waive all of its rights to and under the Out-The-
Money Options held by it on the basis that Paladin will pay to it, on the date
on which the Offer is implemented and in respect of each Out-The-Money
Option held by it, an ex gratia amount in cash equal to the Option Value of
the relevant Out-The-Money Option; provided that the aggregate
consideration that Paladin will pay to all Option Holders of Out-The-Money
Options in respect of such Out-The-Money Options shall not exceed
R1 000 000. For purposes of this paragraph 5.2.1.2 "Option Value" shall
mean the value assigned to each Out-the-Money Option as determined by
Paladin (whose determination shall be final and binding) according to the
Black-Scholes valuation model, being a closed-form option pricing model
developed by Fischer Black, Myron Scholes and Robert Merton to value
European options on non-dividend paying shares;
5.2.2 by no later than 24 November 2014, Paladin receives (A) an irrevocable undertaking
(which is in form and substance acceptable to Paladin) from the trustees of the
Executive Scheme, (i) not to vote in respect of any resolution in connection with the
Scheme, (ii) not to issue or grant any options in terms of the Executive Scheme, (iii) at
the election of Paladin, to either resign as trustees of the Executive Scheme or to
unanimously agree in writing to terminate and wind-up the Executive Scheme in
accordance with clause 15 of the trust deed of the Executive Scheme, in each case
on or before a date determined by Paladin and (iv) in the case of the termination of
the Executive Scheme, to dispose of any Shares held by the Executive Scheme to a
person or entity nominated in writing by Paladin; and, if required by Paladin, (B) an
irrevocable undertaking (which is in form and substance acceptable to Paladin) from
the board of directors of Litha Healthcare Holdings Proprietary Limited to unanimously
resolve in writing to terminate and wind-up the Executive Scheme in accordance with
clause 15 of the trust deed of the Executive Scheme;
5.2.3 by not later than 24 November 2014 CPoint signs a waiver in respect of which it
waives its rights in terms of all the options granted to it to subscribe for or acquire
shares in Litha and agrees to the cancellation of such options on the basis that Litha
shall pay to CPoint a price equal to the difference between the Consideration and the
price at which that option is exercisable by CPoint, and such written waiver is in form
and substance acceptable to the Parties;
5.2.4 by no later than 10 December 2014, the JSE Limited (“JSE”) and the Takeover
Regulation Panel established in terms of section 196 of the Companies Act (“Panel”)
approve the Circular; and
5.2.5 by the date on which the last of the conditions precedent referred to in paragraphs
5.2.1, 5.2.2, 5.2.3 and 5.2.4 has been fulfilled or waived (as the case may be), the
Independent Board (as defined in paragraph 10.1 below) shall not have withdrawn,
changed or modified (in any respect) the recommendation given by them in terms of
paragraph 10.4 below.
5.3 The Circular Condition Precedent envisaged in:
5.3.1 paragraph 5.2.1 is stipulated for the benefit of Paladin, which will be entitled to waive
such Circular Condition Precedent upon written notice to Litha prior to the date for
fulfilment thereof; provided that if such Circular Condition Precedent is so waived, it
shall cease to be a Circular Condition Precedent but shall become a Scheme
Condition Precedent, to be dealt with on the basis contemplated in paragraph 6.1.5
below;
5.3.2 paragraphs 5.2.2, 5.2.3 and 5.2.5 are stipulated for the benefit of Paladin, which will
be entitled to waive such Circular Conditions Precedent upon written notice to Litha
prior to the date for fulfilment thereof; and
5.3.3 paragraph 5.2.4 is not capable of being waived.
5.4 Should any of the Circular Conditions Precedent not be fulfilled or waived (as the case may
be) by no later than the relevant date for fulfilment thereof, or by such later date as may be
agreed to between the Parties in writing with the approval of the Panel, the Scheme will not
be proposed and the Firm Intention will lapse and will be of no further force or effect.
6. CONDITIONS PRECEDENT TO THE IMPLEMENTATION OF THE SCHEME
6.1 The implementation of the Scheme is subject to the fulfilment or waiver (as the case may
be) of the following conditions precedent (collectively, the “Scheme Conditions
Precedent”):
6.1.1 by not later than 28 February 2015, the Scheme is approved at the Scheme Meeting
by a special resolution of the Remaining Shareholders ("Scheme Resolution"), as
contemplated in section 115(2) of the Companies Act;
6.1.2 in the event of the provisions of section 115(2)(c) of the Companies Act becoming
applicable:
6.1.2.1 the approval of the Scheme by a South African court with competent
jurisdiction;
6.1.2.2 if applicable, Litha not treating the aforesaid resolution as a nullity as
contemplated in section 115(5)(b) of the Companies Act, it being recorded
that Litha shall not be entitled to treat the resolution as a nullity without
Paladin's prior written consent;
6.1.3 by not later than 28 February 2015, unconditional approvals, consents or waivers
from all applicable regulatory authorities as may be required in order to implement the
Scheme (including the compliance certificate to be issued by the Panel) are received
or, to the extent that any such approvals, consents or waivers are subject to
conditions, Paladin and Litha (to the extent that it is adversely affected by such
conditions) confirm in writing to the other that the conditions are acceptable to it,
which confirmation shall not be unreasonably withheld or delayed;
6.1.4 Remaining Shareholders who, amongst themselves hold more than 5% of all the
Remaining Shares, do not (i) give notice objecting to the Scheme; (ii) vote against the
Scheme Resolution, and (iii) exercise their appraisal rights in terms of section 164 of
the Companies Act by giving valid demands in terms of sections 164(5) to 164(8) of
the Companies Act within 20 business days immediately following the Scheme
Meeting;
6.1.5 if the Circular Condition Precedent envisaged in paragraph 5.2.1 is waived as a
Circular Condition Precedent by Paladin and therefore becomes a Scheme Condition
Precedent as contemplated in paragraph 5.3.1, then by not later than 28 February
2015, either:
6.1.5.1 such condition precedent is fulfilled; or
6.1.5.2 the:
6.1.5.2.1 Shareholders pass a resolution, in form and substance
acceptable to the Parties, amending the trust deed applicable
to The Litha Healthcare Group Share Incentive Scheme
("Incentive Scheme") in order to provide that (i) in the event
that Litha receives a bona fide offer in respect of an "affected
transaction" as defined in the Companies Act ("Relevant
Offer"), the trustees of the Incentive Scheme ("Trustees") shall
be entitled to give notice ("Cash Settlement Notice") to all
Option Holders holding Incentive Scheme Options (“Incentive
Scheme Option Holders”) at any time between the date that
the Relevant Offer is received and the date on which the
Relevant Offer is implemented and (ii) in terms of a Cash
Settlement Notice, the Trustees shall be entitled to cash settle
and cancel all existing Incentive Scheme Options, with effect
from the date on which the Relevant Offer is implemented, at a
price equal to the difference between the consideration offered
for the Shares in terms of the Relevant Offer ("Relevant Offer
Consideration") and the price at which the relevant Incentive
Scheme Option is exercisable by the Incentive Scheme Option
Holder (the "Strike Price"); provided that if the Strike Price
exceeds the Relevant Offer Consideration in respect of any
Incentive Scheme Option, the relevant Incentive Scheme
Option Holder shall not be entitled to any consideration in
settlement of such Incentive Scheme Option, and such
Incentive Scheme Option shall be deemed to be cancelled
without any further consideration being payable; and
6.1.5.2.2 Trustees issue a Cash Settlement Notice, in form and
substance acceptable to the Parties, to all Incentive Scheme
Option Holders in terms of which all the Incentive Scheme
Options held by them are cash settled and cancelled on the
basis set out in paragraph 6.1.5.2.1 above;
6.1.6 to the extent required in terms of any agreement in existence between Litha and/or
any of its associates and/or subsidiaries on the one hand, and any third party on the
other, by not later than 28 February 2015 that third party consents in writing to the
implementation of the Offer;
6.1.7 the following events not having occurred in relation to Litha or any of its associates
and/or subsidiaries, at any time prior to the date of fulfilment or waiver, as the case
may be, of the last of the conditions precedent referred to in paragraphs 6.1.1 to 6.1.6
above:
6.1.7.1 it is dissolved or de-registered; or
6.1.7.2 an order or declaration is made, or a resolution is passed, for the
administration, custodianship, bankruptcy, liquidation, business rescue,
winding-up, receivership, supervision, trusteeship, de-registration or
dissolution (and, in each case, whether provisional or final) of it, its assets or
its estate or an order or declaration is made, or a resolution is passed, to
authorise the commencement of any business rescue proceedings in
respect of it, its assets or its estate; or
6.1.7.3 it convenes any meeting to consider the passing of a resolution for the
administration, custodianship, bankruptcy, liquidation, business rescue,
winding-up, receivership, supervision, trusteeship, de-registration or
dissolution (and, in each case, whether provisional or final) of it, its assets or
its estate or to authorise the commencement of any business rescue
proceedings in respect of it, its assets or its estate; or
6.1.7.4 it has a secured party take possession of all or substantially all its assets or
has a distress, execution, attachment, sequestration or other legal process
levied, enforced or sued on or against all or substantially all its assets and
such secured party maintains possession, or any such process is not
dismissed, discharged, stayed or restrained, in each case within 30 days
thereafter; or
6.1.7.5 it is unable (or admits inability) to pay its debts generally as they fall due or
is (or admits to being) otherwise insolvent (but excluding for this purpose
any technical insolvency) or stops, suspends or threatens to stop or
suspend payment of all or a material part of its indebtedness or proposes or
seeks to make or makes a general assignment or any arrangement,
compromise or composition with or for the benefit of its creditors or any
class of its creditors or a moratorium is agreed or declared in respect of or
affecting all or a material part of its indebtedness; or
6.1.7.6 it seeks or requests the appointment of an administrator, liquidator (whether
provisional or final), business rescue practitioner, conservator, receiver,
trustee, administrative receiver, compulsory manager, custodian or other
similar official for it or for all or substantially all its assets or estate; or
6.1.7.7 it takes or proposes to its creditors any proceeding for, or seeks to make or
makes, a general readjustment, rescheduling or deferral of its indebtedness
(or any part thereof which it would otherwise be unable to pay when due); or
6.1.7.8 any receiver, administrative receiver, administrator, compulsory manager,
trustee in bankruptcy, liquidator (whether provisional or final), business
rescue practitioner or the like is appointed in respect of it, its estate or any
material part of its assets; or
6.1.7.9 it causes or is subject to any event with respect to it, which, under the
applicable laws of any jurisdiction, has an analogous effect to any of the
events specified in paragraphs 6.1.7.1 to 6.1.7.8 above;
6.1.8 by the date on which the last of the conditions precedent referred to in paragraphs
6.1.1 to 6.1.6 above has been fulfilled or waived (as the case may be):
6.1.8.1 there not having arisen or occurred (or there is not reasonably likely to arise
or occur), any circumstance, event or fact, or combination of circumstances,
events or facts, that has had or might reasonably be expected to have
(alone or together with any other such actual or potential circumstance/s,
event/s or fact/s) a material adverse effect with respect to the business
(including the assets and liabilities, whether viewed separately or in the
aggregate), condition, continued existence, operations, financial and/or
operating performance of Litha and/or its associates and/or subsidiaries
(whether or not as a consequence of the Offer). For the purposes of this
paragraph 6.1.8.1, to be material the circumstance/s, event/s and/or fact/s in
question must have (or be reasonably expected to have) an aggregate
adverse impact on Litha's annual consolidated earnings before interest, tax,
depreciation and amortisation (“EBITDA”) or revenue for the 12-month
rolling period ending on the date on which the last of the conditions
precedent referred to in paragraphs 6.1.1 to 6.1.6 above have been fulfilled
or waived (as the case may be) of no less than 10% when measured
against the EBITDA or revenue of Litha for the financial year ended 31
December 2013;
6.1.8.2 the number of issued Shares will be no more than 559,634,502, the only
Incentive Scheme Options in existence are those Incentive Scheme Options
which will, pursuant to 5.2.1 or 6.1.5, as applicable, be cancelled and/or
settled on the date of implementation of the Scheme, no person will have
been granted rights or options in terms of the Executive Scheme, and there
are no "Participants" as defined in the Executive Scheme;
6.1.8.3 Litha shall not, and will procure that its subsidiaries and associates do not,
during the Relevant Period, declare or pay distributions; issue any shares in
its/their share capital; issue or grant any options to subscribe for or acquire
shares in its/their share capital; take any other steps contemplated in
section 126 of the Companies Act, or dispose of any of its/their assets
(unless such disposal is in the ordinary course of business); and
6.1.8.4 Litha shall procure that neither Litha Medical nor the Executive Scheme
disposes of any of the Treasury Shares held by it, unless such disposal is
by Litha Medical for the purpose of transferring Shares to Incentive Scheme
Option Holders who have exercised their Incentive Scheme Options.
6.2 The Scheme Conditions Precedent in:
6.2.1 paragraphs 6.1.1, 6.1.2 and 6.1.3 are not capable of being waived; and
6.2.2 paragraphs 6.1.4, 6.1.5, 6.1.6, 6.1.7 and 6.1.8 above are stipulated for the benefit of
Paladin, which will be entitled to waive fulfilment of any or all of such Scheme
Conditions Precedent upon written notice to Litha by no later than the relevant date
for fulfilment thereof.
6.3 Should any of the Scheme Conditions Precedent not be fulfilled or waived (as the case may
be) by no later than the relevant date for fulfilment thereof, or by such later date as may be
agreed to between the Parties in writing with the approval of the Panel, the Scheme will not
be implemented and the Scheme will be of no force or effect.
7. GUARANTEE TO THE PANEL
Paladin will fund the full purchase consideration from its own cash resources, sufficient for
purposes of satisfying the Consideration. As required in terms of the Companies Act and the
Regulations, Rand Merchant Bank, a division of FirstRand Bank Limited, ("RMB") has provided
an irrevocable and unconditional cash guarantee to the Panel in order to satisfy Paladin’s
financial obligations payable in terms of the Offer, which is in a form acceptable to the Panel and
which complies with regulations 111(4) and 111(5) of the Regulations.
8. SHAREHOLDERS PRECLUDED FROM VOTING
In accordance with section 115(4) of the Companies Act, Paladin is precluded from voting on the
Scheme and Shares held by Paladin will be excluded:
- when determining whether the applicable quorum requirements for the Scheme Meeting are
satisfied; and
- from the total number of Shares eligible to vote on the Scheme when calculating the number
of votes for or against the Scheme.
9. IRREVOCABLE COMMITMENTS AND LETTERS OF SUPPORT
Paladin has received overwhelming support for the Offer from Remaining Shareholders holding
approximately 72.71% of the Remaining Shares, by way of irrevocable undertakings and letters
of support to vote in favour of the Scheme and any other ordinary or special resolutions for the
purposes of or in connection with the Scheme and matters ancillary thereto (including, without
limitation, any resolution proposed to amend any share incentive scheme in relation to Litha or to
settle any options and/or rights under any such share incentive scheme).
The following table details the Remaining Shareholders, as well as the number of Remaining
Shares held by such Remaining Shareholders, which have provided irrevocable undertakings
(letters of support have been excluded from the table):
Remaining Shareholder Remaining Shares Percentage of Remaining
subject to irrevocable Shares beneficially held or
undertakings 1 controlled (directly or
indirectly)2
Visio Capital Management 62 249 498 37.66%
Proprietary Limited
Management of Litha 32 603 367 19.73%
Mawer Investment 13 814 762 8.36%
Management Limited
Blackstar Fund Managers 5 647 003 3.42%
Proprietary Limited
Jorfect Limited 2 500 000 1.51%
Total 116 814 630 70.68%
Notes:
1. Stated as at the date of the irrevocable undertakings.
2. Represents the effective percentage voting rights in respect of the Scheme as at the date
of the irrevocable undertakings and letters of support.
10. INDEPENDENT BOARD AND FAIR AND REASONABLE OPINION
10.1 The Offer is classified as an “affected transaction” in terms of section 117 of the
Companies Act. Accordingly, Litha has convened an independent board of directors
(“Independent Board”) comprised of Nkululeko Leonard Sowazi, Mandi Mzimba, Fadl
Hendricks and Velile Mcobothi to consider the terms of the Scheme.
10.2 In accordance with section 114(2) of the Companies Act and section 110 of the
Regulations, the Independent Board has appointed BDO Corporate Finance Proprietary
Limited as the independent expert (“Independent Expert”) acceptable to the Panel to
provide the Independent Board with external advice in relation to the Offer and to make
appropriate recommendations to the Independent Board for the benefit of Remaining
Shareholders.
10.3 The Independent Board is pleased to report that, having considered the terms and
conditions of the Scheme, the Independent Expert is of the opinion that the Consideration
is fair and reasonable to the Remaining Shareholders. The Independent Expert’s report
containing its opinion pertaining to the terms of the Offer will be contained in the Circular.
10.4 The Independent Board, after due consideration of the report of the Independent Expert,
has determined that it will place reliance on the work performed by the Independent Expert
in reaching its own opinion regarding the Scheme and the Consideration. Accordingly, the
Independent Board is of the opinion that the Consideration is fair and reasonable to the
Remaining Shareholders and therefore recommends that Remaining Shareholders vote in
favour of the Scheme.
11. POSTING OF CIRCULAR
It is expected that the Circular will be posted to Shareholders on or about 12 November 2014
which will include the notice of the Scheme Meeting to be held on or about 11 December 2014. A
further announcement setting out the salient dates and times in relation to, inter alia, posting of
the Circular and the Scheme Meeting will be released in due course.
12. DELISTING
An application will be made by Litha to the JSE to terminate the listing of the Shares on the
Exchange upon implementation of the Scheme.
13. BENEFICIAL INTEREST AND ACTING AS PRINCIPAL
None of Paladin nor Endo’s directors currently hold Shares and neither Paladin, nor Endo, nor
any of their directors, currently hold any options to acquire Shares. Endo confirms that it is the
ultimate purchaser and is acting alone in relation to the Offer and not in conjunction with, or as
agent or broker for, any other third party.
14. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Following the release of this Firm Intention Announcement, the Cautionary Announcement is
hereby withdrawn and caution is no longer required to be exercised by Shareholders when
dealing in Shares.
15. RESPONSIBILITY STATEMENT
The Independent Board accepts responsibility for the information contained in this Firm Intention
Announcement to the extent that it relates to Litha. To the best of its knowledge and belief, such
information contained in this Firm Intention Announcement is true and nothing has been omitted
which is likely to affect the importance of such information.
Paladin accepts responsibility for the information contained in this Firm Intention Announcement
to the extent that it relates to Paladin. To the best of its knowledge and belief, such information
contained in this Firm Intention Announcement is true and nothing has been omitted which is
likely to affect the importance of such information.
Johannesburg
15 October 2014
Corporate advisor, transaction sponsor and JSE sponsor to Litha: One Capital
Legal advisor to Litha: Cliffe Dekker Hofmeyr Inc.
Independent expert to Litha: BDO Corporate Finance Proprietary Limited
Investment bank and corporate advisor to Endo and Paladin: Nedbank Capital, a division of Nedbank
Limited
Legal advisor to Endo and Paladin: Werksmans Incorporated
Date: 15/10/2014 05:15:00 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
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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,
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