Notice of General Meeting
LITHA HEALTHCARE GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2006/006371/06)
Share code: LHG
(“Litha” or the “Company”)
NOTICE OF GENERAL MEETING
Litha shareholders ("Shareholders'') are referred to the announcements released on the Stock Exchange
News Service (“SENS”) on 15 October 2014 and 7 November 2014 (“Announcements”) relating to the offer
by Paladin Labs Inc. (“Paladin”) to acquire the entire issued ordinary share capital of Litha not already owned
by Paladin, excluding treasury shares (“Remaining Shares”), for a cash consideration of R2.75 per
Remaining Share (“Scheme Consideration”) (“Offer”).
As stated in the Announcements, Paladin proposes to implement the Offer by way of a scheme of
arrangement, in terms of section 114 as read together with section 115 of the Companies Act, No. 71 of 2008,
as amended, proposed by the independent board of Litha between Litha and the holders of the Remaining
Shares (“Remaining Shareholders”) (“Scheme”).
Accordingly, notice is hereby given that a general meeting of the Company (“Scheme Meeting”) will be held
at 12:00 on Thursday, 18 December 2014, in the boardroom at the registered office of the Company, situated
at No. 106, 16th Road, Midrand, 1686, Gauteng, South Africa, for Shareholders to consider and, if deemed fit,
pass the necessary resolutions to approved the Scheme, with our without modification.
A circular, incorporating the full terms and conditions pertaining to the Scheme and a notice of the Scheme
Meeting containing the proposed resolutions to give effect to the Scheme (“Circular”), will be posted to
Shareholders entitled to receive the Circular today, Wednesday, 19 November 2014. The Circular will also be
available for inspection at the Company’s registered office (see the address set out above) and on its website,
www.lithahealthcare.co.za until the date of the Scheme Meeting.
The salient dates of the Scheme are:
Record date to determine which Shareholders are entitled to receive the
Circular Friday, 14 November
Last day to trade in Shares in order to be recorded in the Shareholder
register on the voting record date Friday, 5 December
Friday, 12 December
Voting record date in respect of being eligible to vote at the Scheme
Forms of proxy to be received by the transfer secretary by no later than
3, 5, 6
12:00 Monday, 15 December
Scheme Meeting at 12:00 Thursday, 18 December
Results of the Scheme Meeting released on SENS Thursday, 18 December
If the Scheme is approved by Remaining Shareholders 2015
Expected Scheme finalisation date Monday, 19 January
Scheme finalisation announcement released on SENS Monday, 19 January
Expected last day to trade in Shares in order to be recorded in the register
on the Scheme record date Friday, 30 January
Expected date for suspension of listing of Litha Shares from the JSE
expected to be at the commencement of trading Monday, 2 February
Expected Scheme record date on which Shareholders must be recorded in
the register to receive the Scheme Consideration Friday, 6 February
Expected Scheme implementation date: date of payment of the Scheme
Consideration, to be paid electronically or posted to certificated
Shareholders Monday, 9 February
Dematerialised Shareholders expected to have their accounts held at their
CSDP or broker credited with the Scheme Consideration Monday, 9 February
Expected termination of listing of Shares from the JSE at the
commencement of trading Tuesday, 10 February
1. The above dates and times are subject to change. Any such change will be published on SENS once approved
by the JSE Limited (“JSE”) and/or the Takeover Regulation Panel, if required.
2. Remaining Shareholders should note that, as trades in shares on the JSE are settled through Strate, settlement
of trades takes place 5 business days after the date of such trades. Therefore, Litha shareholders who acquire
Litha ordinary shares on the JSE after the last day to trade will not be entitled to vote at the Scheme Meeting, but
will, provided the Scheme is approved and that they acquire the Litha ordinary shares on or prior to the Scheme
last day to trade, participate in the Scheme (i.e. dispose of their Litha ordinary shares to Paladin in accordance
with the terms of the Scheme).
3. Dematerialised Remaining Shareholders, other than those with “own-name” registration, must provide their
CSDP or Broker with their instructions for voting at the Scheme Meeting by the cut-off time and date stipulated
by their CSDP or Broker in terms of their respective custody agreements.
4. No dematerialisation or re-materialisation of Litha ordinary shares may take place from the business day
following the last day to trade up to the record date (both days inclusive).
5. A Remaining Shareholder who does not deliver a form of proxy to Litha’s transfer secretary (Computershare) at
least 48 hours before the commencement of the Scheme Meeting may submit the form of proxy to the chairman
of the Scheme Meeting before the appointed proxy exercises any of the relevant Remaining Shareholders’ rights
at the Scheme Meeting (or any adjournment or postponement of the Scheme Meeting).
6. If the Scheme Meeting is adjourned or postponed, forms of proxy submitted for the initial Scheme Meeting will
remain valid in respect of any adjournment or postponement of the Scheme Meeting.
7. All times referred to in this announcement are references to South African standard time.
19 November 2014
Corporate advisor, transaction sponsor and JSE sponsor to Litha:
Attorneys to Litha:
Cliffe Dekker Hofmeyr Inc.
Date: 19/11/2014 05:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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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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