LITHA HEALTHCARE GROUP LIMITED - Notice of General Meeting

Release Date: 19/11/2014 17:00
Code(s): LHG
 
Wrap Text
Notice of General Meeting

LITHA HEALTHCARE GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2006/006371/06)
Share code: LHG
ISIN: ZAE000144671
(“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:

                                                                                                            2014

 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
                                   2
 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
 Meeting

 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
                           4
 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


Notes:
   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.


Johannesburg
19 November 2014


Corporate advisor, transaction sponsor and JSE sponsor to Litha:
One Capital


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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