Wrap Text
Posting of circular relating to scrip distribution or cash dividend election
LIFE HEALTHCARE GROUP HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2003/002733/06)
ISIN: ZAE000145892
Share Code: LHC
(“Life” or “the Company”)
POSTING OF CIRCULAR RELATING TO SCRIP DISTRIBUTION OR CASH DIVIDEND ELECTION
Shareholders are referred to the Company’s audited financial results for the year ended 30 September
2016, released on the Stock Exchange News Service (“SENS”) on 11 November 2016 (“Results
Announcement”), in which they were advised that Life’s board of directors had resolved to declare a final
distribution of fully-paid Life ordinary shares of R0.000001 each (“the Scrip Distribution”) to ordinary
Shareholders (“Shareholders”) recorded in the register of the Company at the close of business on the
Record Date, being Thursday, 15 December 2016.
Shareholders will, however, be entitled to elect to receive a cash dividend of 92 cents per ordinary share of
R0.000001 each on the Record Date, being Thursday, 15 December 2016, in respect of all or part of their
ordinary shareholding, instead of the Scrip Distribution (“the Cash Dividend”).
The Cash Dividend will be paid only to those:
- certificated Shareholders whose Forms of Election to receive the Cash Dividend, in respect of all or part
of their shareholding, are received by the Transfer Secretaries on or before 12h00 on Thursday, 15
December 2016; and
- dematerialised Shareholders who have instructed their CSDP or broker accordingly and in the manner
and time stipulated in their agreement with such CSDP or broker.
The number of Scrip Distribution shares to which each of the Shareholders will become entitled pursuant to
the Scrip Distribution (to the extent that such Shareholders have not elected to receive the Cash Dividend)
will be determined by reference to such Shareholder’s ordinary shareholding in Life (at the close of
business on the Record Date, being Thursday, 15 December 2016) in relation to the ratio that 92 cents
multiplied by 1.025 bears to the volume weighted average price (“VWAP”) of an ordinary Life share traded
on the JSE during the 15-day trading period ending on Friday, 2 December 2016. The application of the
1.025 factor in the Scrip Distribution pricing mechanism is intended to incorporate a 2.5% discount on the
15-day VWAP for Shareholders not electing to receive the Cash Dividend Alternative.
If the application of this ratio gives rise to a fraction of an ordinary share, such fraction of a new ordinary
share will be rounded down to the nearest whole number, resulting in allocations of whole ordinary shares
and a cash payment for the fraction. The cash payment will be determined with reference to the VWAP of
an ordinary Life share traded on the JSE on Tuesday, 13 December 2016 (being the day on which an ordinary
Life share begins trading ‘ex’ the entitlement to receive the Scrip Distribution or Cash Dividend alternative),
discounted by 10%.
The applicable cash payment will be announced on SENS on Wednesday, 14 December 2016.
Shareholders are advised that a circular, setting out, inter alia, the terms of the Scrip Distribution and Cash
Dividend (and including a Form of Election) will be posted to shareholders today, Wednesday, 23 November
2016 (“the Circular”). The Circular is also available on the Company’s website, www.lifehealthcare.co.za.
The salient dates for the proposed Scrip Distribution and Cash Dividend, also contained in the Circular, are
as follows:
EVENT 2016
Announcement released on SENS in respect of the ratio applicable Monday, 5 December
to the Scrip Distribution, based on the 15-day volume weighted
average price ending on Friday, 2 December 2016 on
Announcement published in the press of the ratio applicable to the Tuesday, 6 December
Scrip Distribution, based on the 15-day volume weighted average
price ending on Friday, 2 December 2016 on
Last day to trade in order to be eligible for the Scrip Distribution and Monday, 12 December
the Cash Dividend alternative
Ordinary shares trade “ex” the Scrip Distribution and the Cash Tuesday, 13 December
Dividend alternative on
Listing and trading of maximum possible number of ordinary shares Tuesday, 13 December
on the JSE in terms of the Scrip Distribution from the
commencement of business on
Announcement released on SENS in respect of the cash payment Wednesday, 14 December
applicable to fractional entitlements, based on the volume weighted
average price of an ordinary Life share traded on the JSE on Tuesday,
13 December 2016, discounted by 10%
Last day to elect to receive the Cash Dividend alternative instead of Thursday, 15 December
the Scrip Distribution, Forms of Election to reach the Transfer
Secretaries by 12h00 on
Record Date in respect of the Scrip distribution and the Cash Thursday, 15 December
Dividend alternative
Scrip Distribution shares issued to shareholders on the South African Monday, 19 December
register and Scrip Distribution, certificates posted and Cash Dividend
payments made, CSDP/broker accounts credited/updated, as
applicable, on
Announcement relating to the results of the Scrip Distribution and Monday, 19 December
the Cash Dividend alternative released on SENS on
Announcement relating to the results of the Scrip Distribution and Tuesday, 20 December
the Cash Dividend alternative published in the press on
JSE listing of ordinary shares in respect of the Scrip Distribution Wednesday, 21 December
adjusted to reflect the actual number of ordinary shares issued in
terms of the Scrip Distribution at the commencement of business on
or about
All times provided are South African local times. The above dates and times are subject to change. Any material
change will be announced on SENS.
Share certificates may not be dematerialised or rematerialized between Tuesday, 13 December 2016 and Thursday, 15
December 2016, both days inclusive.
Illovo
23 November 2016
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 23/11/2016 03:38:00 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
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
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,
information disseminated through SENS.
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