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LIFE HEALTHCARE GROUP HOLDINGS LIMITED - Posting of circular relating to scrip distribution or cash dividend election

Release Date: 05/06/2018 10:00
Code(s): LHC     PDF:  
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 unaudited interim
financial results for the six months ended 31 March 2018,
published on the Stock Exchange News Service (“SENS”) on Friday, 1
June 2018, in which they were advised that Life’s board of
directors had resolved to declare an interim 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 Friday, 22 June 2018.

Shareholders will, however, be entitled to elect to receive a cash
dividend of 38 cents per ordinary share of R0.000001 each held on
the Record Date, being Friday, 22 June 2018, 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
    Friday, 22 June 2018; 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 Friday, 22 June
2018) in relation to the ratio that 38 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 Monday, 11 June 2018.

Where a Shareholder’s entitlement to new Life ordinary shares
calculated in accordance with the above formula gives rise to a
fraction of a new 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.
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, Tuesday,
5 June 2018 (“the Circular”). The Circular is also available on the
Company’s website, www.lifehealthcare.co.za.

Shareholders in the United States or US persons as defined in
Regulation S under the US Securities Act of 1933 who wish to
receive the Scrip Distribution must be qualified institutional
buyers as defined in Rule 144A under the Securities Act and also
qualified purchasers within the meaning of Section 2(a)(51)(A) of
the US Investment Company Act of 1940 and must complete and return
the investor letter attached to the Circular.

The salient dates for the proposed Scrip Distribution and Cash
Dividend, also contained in the Circular, are as follows:
 
 EVENT                                                            2018
 Finalisation announcement released on SENS in        Tuesday, 12 June
 respect of the ratio applicable to the Scrip
 Distribution, based on the 15-day volume
 weighted average price ending on Monday, 11 June
 2018, by 11h00 on
 Finalisation announcement published in the         Wednesday, 13 June
 press in respect of the ratio applicable to the
 Scrip Distribution, based on the 15-day volume
 weighted average price ending on Monday, 11 June
 2018 on
 Last day to trade in order to be eligible for        Tuesday, 19 June
 the Scrip Distribution and the Cash Dividend
 alternative
 Ordinary    shares   trade    “ex”   the   Scrip   Wednesday, 20 June
 Distribution and the Cash Dividend alternative
 on
 Listing and trading of maximum possible number     Wednesday, 20 June
 of ordinary shares on the JSE in terms of the
 Scrip Distribution from the commencement of
 business on
 Announcement released on SENS in respect of the     Thursday, 21 June
 cash payment applicable to fractional
 entitlements, based on the volume weighted
 average price of an ordinary Life share traded
 on the JSE on Wednesday, 20 June 2018,
 discounted by 10%
 Last day to elect to receive the Cash Dividend        Friday, 22 June
 alternative instead of the Scrip Distribution,
 Forms of Election to reach the Transfer
 Secretaries by 12h00 on
 Record Date in respect of the Scrip Distribution      Friday, 22 June
 and the Cash Dividend alternative
 Scrip Distribution certificates posted and Cash       Monday, 25 June
 Dividend payments made, CSDP/broker accounts
 credited/updated, as applicable, on
 Announcement relating to the results of the           Monday, 25 June
 Scrip Distribution and the Cash Dividend
 alternative released on SENS on
 Announcement relating to the results of the          Tuesday, 26 June
 Scrip Distribution and the Cash Dividend
 alternative published in the press on
 JSE listing of ordinary shares in respect of the      Wednesday, 27 June
 Scrip Distribution 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 rematerialised between
Wednesday, 20 June 2018 and Friday, 22 June 2018, both days inclusive.

Illovo
5 June 2018

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Date: 05/06/2018 10:00:00 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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