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Underwritten Rights Offer Declaration and Finalisation Data Announcement
ADVANCED HEALTH LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2013/059246/06)
(“the Company” or “Advanced Health”)
ISIN Code: ZAE000189049 JSE Code: AVL
UNDERWRITTEN RIGHTS OFFER DECLARATION AND FINALISATION DATA ANNOUNCEMENT
1. INTRODUCTION AND TERMS OF THE RIGHTS OFFER
In terms of the Rights Offer, 66 373 632 new Advanced Health Shares of no par value in the authorised
but unissued share capital of the Company, will be offered for subscription to Advanced Health
Shareholders recorded in the register at the close of trade on Friday, 21 July 2017, who will receive
Rights to subscribe for Rights Offer Shares on the basis of 29.95 Rights Offer shares for every 100
Advanced Health Shares held, for subscription at 130 cents per Rights Offer Share. Only whole numbers
of Shares will be issued and Advanced Health Shareholders will be entitled to a rounded number Shares.
Excess applications will be allowed.
2. RATIONALE FOR THE RIGHTS OFFER
Advanced Health listed in on the AltX of the JSE during 2014, raising equity capital with the aim of
capitalising on a window of opportunity to firmly establish itself as a leading day hospital group in South
Africa. At the time of listing Advanced Health’s operations comprised three facilities in Australia (PMA)
and two facilities in South Africa (AHSA). Since coming to market, the Group embarked on a rapid
development strategy and over the last two years the Group successfully executed the development
and commissioning of greenfields day hospital facilities bringing the total number of day hospitals in
South Africa to ten facilities.
Advanced Health is now at a point in its journey of bedding down and ensuring the optimisation of these
newly established facilities whilst maintaining its expansion strategy by selectively pursuing both organic
and acquisitive growth opportunities in both South Africa and Australia.
To this effect, shareholders have been advised that Advanced Health intends to fund its growth and
expansion strategy through a planned equity capital raise. The equity capital raised will also be ear-
marked to settle certain existing debt obligations enabling the Group to enhance its capital structure in
such a way as to provide a financial platform to drive future growth.
The Rights Offer will be fully underwritten by Eenhede Konsultante (Pty) Limited (“Eenhede
Konsultante”), a major existing shareholder of Advanced Health.
3. IRREVOCABLE LETTERS OF UNDERTAKINGS AND UNDERWRITING AGREEMENT
The following shareholders, Eenhede Konsultante, Pres Medical Witbank (Pty) Limited, the VC Family
Trust, the Carl Grillenberger Family Trust, Bremer Investments (Pty) Limited and Maluti Aktien
Gesellschaft have provided irrevocable letters of undertaking, to follow their respective rights
36 824 095 rights offer shares. In terms of the irrevocable letters of undertaking, commitment fees
equal to 1% of the Rand Value of the rights offer shares subscribed for will be payable by Advanced
Health to these shareholders.
Pursuant to the underwriting agreement entered into between Advanced Health and Eenhede
Konsultante (the “Underwriting Agreement”), Eenhede Konsultante will subscribe for a maximum of 66
373 632 rights offers shares, excluding the total of 36 824 095 rights offer shares for which irrecovable
letters of undertakings have been provided as set above.
The net effect of the letters of irrevocable undertakings and the Underwriting Agreement is that
Advanced Health have commitments for the take up of the full rights offer amount of R86 285 721.
4. EXCESS APPLICATIONS
Advanced Health shareholders will be permitted to apply for new Advanced Health shares in excess of
their entitlement. Should there be excess rights offer shares available for allocation, these will be
allocated to applicants in a manner viewed as equitable in terms of the Listings Requirements of the JSE.
5. FRACTIONS
The whole number of rights to subscribe for rights offer shares to which qualifying shareholders will
become entitled will be determined by the ratio of entitlement. Only whole numbers of new Advanced
Health shares will be issued and Advanced Health shareholders will be entitled to rounded numbers of
shares once the ratio has been applied, using the rounding principle where allocations will be rounded
up or down, as appropriate with fractions of 0.5 and above being rounded up and fractions below 0.5
being rounded down to the nearest whole number resulting in allocations of whole numbers of rights
offer shares, in accordance with the Listings Requirements.
6. IMPORTANT DATES AND TIMES
2017
Rights offer declaration data and finalisation announcement released on
SENS Tuesday, 11 July
Last day to trade in Advanced Health ordinary shares in order to
participate in the rights offer (cum entitlement) Tuesday, 18 July
Listing of and trading in the letters of allocation on the JSE under JSE code
AVLN and ISIN ZAE000246559 commences at 09:00 Wednesday, 19 July
Advanced Health ordinary shares commence trading ex rights on the JSE
at 09:00 Wednesday, 19July
Circular (and Form of Instruction) posted to (certificated) shareholders Wednesday, 19 July
Record date for the rights offer for purposes of determining the
Advanced Health shareholders entitled to participate in the rights offer
at the close of business on Friday, 21 July
Rights offer opens at 09:00 Monday, 24 July
Certificated shareholders will have their letters of allocation credited to
an electronic account held at the transfer secretaries at 09:00 Monday, 24 July
Dematerialised shareholders will have their Letters of Allocation credited
to their accounts held at their CSDP or broker at 09:00 Monday, 24 July
Last day for trading letters of allocation on the JSE Tuesday, 1 August
Circular, where applicable, posted to Qualifying Dematerialised
Shareholders Tuesday, 1 August
In respect of Qualifying Certificated shareholders wishing to sell all or
some of their Letters of Allocation, Forms of instruction to be lodged with
the Transfer Secretaries by 12:00 on Tuesday, 1 August
Listing of rights offer shares and trading therein on the JSE commences
at 09:00 Wednesday, 2 August
Rights Offer closes at 12:00. In respect of Qualifying Certificated
shareholders (or their renounces) wishing to exercise all or some of their
rights, payment to be made and Form of Instruction to be lodged with
the Transfer Secretaries by 12:00 on Friday, 4 August
Record date for the letters of allocation Friday, 4 August
Rights offer shares issued and posted to shareholders in certificated form
on or about Monday, 7 August
CSDP or broker accounts in respect of dematerialised shareholders (or Monday, 7 August
Their renounces) will be updated with rights offer shares and debited
with any payments due
Results of rights offer announced on SENS Monday, 7 August
In respect of successful excess applications (if applicable), rights offer
shares issued to qualifying dematerialised shareholders and or share
certificates posted to qualifying certificated shareholders on or about Thursday, 10 August
In respect of unsuccessful excess applications (if applicable), refund
payments made to certificated shareholders on or about Thursday, 10 August
Notes:
6.1. All references to dates and times are to local dates and times in South Africa.
6.2. Holders of dematerialised Advanced Health shares are required to notify their CSDP or
Broker of the action they wish to take in respect of the rights offer in the manner and by the
time stipulated in the agreement governing the relationship between the dematerialised
shareholder and his CSDP or Broker.
6.3. Advanced Health share certificates may not be dematerialised or rematerialised between
Wednesday, 19 July 2017 and Friday, 21 July 2017, both days inclusive.
6.4. CSDPs effect payment in respect of holders of dematerialised rights offer shares on a delivery
versus payment basis.
6.5. Dematerialised shareholders will have their accounts at their CSDP or Broker automatically
credited with their rights and certificated shareholders will have their rights credited to an
account at the transfer secretaries.
6.6. Rights offer share certificates to be issued in terms of the rights offer will be posted to
persons entitled thereto, by registered post, at the risk of the certificated shareholders
concerned.
6.7. Any material changes to the dates and times above will be announced on SENS.
7. DOCUMENTATION
A circular to Advanced Health shareholders, setting out full details of the rights offer, will be distributed
to shareholders on or about Wednesday, 19 July 2017. A form of instruction in respect of the letters of
allotment will be enclosed with the circular for use by Advanced Health shareholders who have not
dematerialised their Advanced Health shares. The circular will also be available on the Company’s
website (www.advancedhealth.co.za) from Tuesday, 18 July 2017.
8. DISCLAIMER
The distribution of this Circular, the Rights Offer, the Form of Instruction and the transfer of the Rights
Offer Shares and/or the Rights to subscribe for the Rights Offer shares in jurisdictions other than South
Africa may be restricted by law and failure to comply with any of those restrictions may constitute a
violation of the laws of any such jurisdiction. Neither this Circular, nor any Form of Instruction, may be
regarded as an offer in any jurisdiction in which it is illegal to make such an offer. In those circumstances,
this Circular and any Form of Instruction are sent for information purposes only.
It is the responsibility of any person outside South Africa (including, without limitation, nominees,
agents and trustees for such persons) receiving this Circular and wishing to take up Rights under the
Rights Offer, to satisfy himself as to the full observance of the applicable laws of any relevant territory,
including obtaining any requisite governmental or other consents, observing any other requisite
formalities and paying any issue, transfer or other taxes due in such territories.
Johannesburg
11 July 2017
Designated Advisor
Grindrod Bank Limited
Date: 11/07/2017 11:32:00 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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