LITHA HEALTHCARE GROUP LIMITED - Finalisation announcement in respect of the Scheme of Arrangement

Release Date: 19/01/2015 16:36
Code(s): LHG
 
Wrap Text
Finalisation announcement in respect of the Scheme of Arrangement

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


FINALISATION ANNOUNCEMENT IN RESPECT OF THE SCHEME OF ARRANGEMENT


1. FULFILMENT OF SCHEME CONDITIONS

   Litha shareholders (“Shareholders”) are referred to (i) the circular issued by Litha on
   19 November 2014 ("Circular"); (ii) the announcement published on the Stock Exchange
   News Service of the JSE Limited (“SENS”) on 15 October 2014 relating to, inter alia, 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; and (iii) the announcement published
   on SENS on 18 December 2014 detailing the results of the Scheme Meeting. Unless defined
   in this announcement, the terms and expressions defined in the Circular apply mutatis
   mutandis to this announcement.

   Shareholders are advised that:

   1.1     the Takeover Panel has issued a compliance certificate in terms of section 121(b)(i)
           of the Companies Act in relation to the Proposed Transaction; and
   1.2     all Scheme Conditions Precedent have been fulfilled or waived, as the case may be.

   Therefore, the Scheme is now unconditional.


2. FINAL SALIENT DATES AND TIMES

   The salient dates and times relating to the implementation of the Scheme are set out below:


                                                                                              2015


   Scheme Finalisation Date                                                      Monday, 19 January
  
   Scheme finalisation announcement released on SENS                             Monday, 19 January
  
   LDT in Shares in order to be recorded in the Register on the                  Friday, 30 January
   Scheme Record Date 3

   Date for suspension of listing of Shares from the Exchange                    Monday, 2 February
   expected to be at the commencement of trading

   Scheme Record Date on which Shareholders must be recorded in                  Friday, 6 February
   the Register to receive the Scheme Consideration

   Scheme Implementation Date – date of payment of the Scheme                    Monday, 9 February
   Consideration to be paid electronically or posted to Certificated
   Shareholders (if the Form of Surrender (pink) and Documents of
   Title are received by the Transfer Secretary on or before 12:00 on
   the Scheme Record Date)

   Dematerialised Shareholders expected to have their accounts held              Monday, 9 February
   at their CSDP or Broker debited with the Scheme Shares and
   credited with the Scheme Consideration

   Termination of listing of the Shares from the Exchange at the              Tuesday, 10 February
   commencement of trading at 09:00


   Notes:
   1. All times given in this announcement are references to South African standard time.
   2. No Dematerialisation or re-materialisation of Shares may take place from the Business Day following the
      Scheme LDT.



Johannesburg
19 January 2015


Corporate advisor, transaction sponsor and JSE sponsor to Litha: One Capital
Attorneys to Litha: Cliffe Dekker Hofmeyr Inc.
Investment bank and corporate advisor to Endo International Plc and Paladin: Nedbank Capital, a
division of Nedbank Limited
Legal advisor to Endo International Plc and Paladin: Werksmans Incorporated

Date: 19/01/2015 04:36:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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