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LHFI - Correction Announcement: Notice of a Meeting of Noteholders
LIFE HEALTHCARE FUNDING LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 2016/273566/06
Bond company code: LHFI
("Life Healthcare Funding")
CORRECTION ANNOUNCEMENT: NOTICE OF A MEETING OF THE HOLDERS OF ALL OF THE NOTES ISSUED
UNDER THE ISSUER'S ZAR7,000,000,000 DOMESTIC MEDIUM TERM NOTE PROGRAMME IN TERMS OF THE
PROGRAMME MEMORANDUM DATED 30 JUNE 2022
A. NOTICE AND PURPOSE
In accordance with Conditions 20 and 22 of the Terms and Conditions of the Notes, the Issuer hereby gives
notice that a meeting ("Meeting") of the holders of all the Notes ("Noteholders") issued by the Issuer
under the Issuer??s Domestic Medium Term Note programme ("Programme") pursuant to which the Issuer
may from time to time issue notes ("Notes") in terms of a programme memorandum dated 30 June 2022,
as amended from time to time ("Programme Memorandum"), will, pursuant to the provisions of
Condition 22.1.6 of the Terms and Conditions of the Notes, be held virtually on 27 October 2023 at 10h00,
through the following link:
Click here to join the meeting
Meeting ID: 362 672 410 502
Passcode: seKdAA
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Join with a video conferencing device
fnb@m.webex.com
Video Conference ID: 127 446 031 6
Alternate VTC instructions,
for the purposes of considering, and, if deemed fit, passing, with or without modification, the Extraordinary
Resolutions set out under D below (on the same terms as set out) (i) for the amendment and restatement
of the Programme Memorandum currently in issue pursuant to which certain of the terms and conditions in
the Programme Memorandum will be amended, (ii) for the amendment and restatement of the Guarantee
(as defined below) currently in issue, in terms of which certain of the terms of the Guarantee will be
amended, and (iii) for the release of a Guarantor under the Programme from its obligations as a guarantor
under the Guarantee and the Programme respectively.
Capitalised terms and expressions used in this notice and not otherwise defined in this notice, shall have
the meanings ascribed to such terms and expressions in the Programme Memorandum.
A copy of this notice of Meeting has been delivered to the CSD and the relevant Participants for
communication by them to the holders of Beneficial Interests in the Notes in accordance with Condition
20.2 of the Terms and Conditions of the Notes, and has been published on the Stock Exchange News
Service of the JSE Limited.
B. BACKGROUND
The Issuer established the Programme pursuant to which it may issue Notes from time to time, subject to
the Terms and Conditions set out in the Programme Memorandum.
The issue of Notes by the Issuer under the Programme has been unconditionally and irrevocably
guaranteed by each of Life Healthcare Group Holdings Limited ("Life Healthcare"), Life Healthcare Group
Proprietary Limited, Alliance Medical Limited ("AML") and Life UK Holdco Limited respectively (collectively
the "Guarantors") pursuant to the issue of a written guarantee, dated 30 June 2022, which guarantee was
duly executed by the Guarantors (the "Guarantee").
Life Healthcare is contemplating a transaction pursuant to which its indirect shareholding in Alliance
Medical Acquisitionco will be disposed of. In giving effect hereto, Alliance Medical Group, a member of the
Group, is to dispose of its entire shareholding in Alliance Medical Acquisitionco to a third party (the
"Disposal"). As a consequence of the intended Disposal, AML will no longer be a member of the Group.
Accordingly, the release of AML as Guarantor, under the Programme and under the Guarantee respectively,
would be necessary.
To give effect to the release of AML as Guarantor under the Programme and the Guarantee respectively,
the Issuer wishes to amend certain terms within the Terms and Conditions of the Notes as well as certain of
the terms and conditions of the guarantee, each as contained within the Programme Memorandum, and
further wishes to amend certain of the terms and conditions of the Guarantee. In giving effect hereto, the
Issuer wishes to issue an amended and restated Programme Memorandum as well as an amended and
restated Guarantee in order to record the relevant amendments. The full details of the proposed
amendments to each of the Programme Memorandum and the Guarantee have been marked up and are
set out in the -
1 amended and restated Programme Memorandum; and
2 amended and restated Guarantee,
attached to the notice disseminated by Strate Proprietary Limited (??Strate??) as Annexure B and Annexure C
respectively.
In accordance with Condition 21.4 of the Terms and Conditions of the Notes, any amendment to the Terms
and Conditions and/or the Guarantee, as the case may be, may only be made with the prior authorisation
of an Extraordinary Resolution of all the Noteholders or an Extraordinary Resolution of a particular Class (or
those Classes) of Noteholders, as the case may be.
C. WHO MAY ATTEND AND VOTE?
Attending in person or by proxy
As the holder of Notes issued in the Issuer:
- you may attend the Meeting in person; or
- alternatively, you may appoint not more than one proxy to represent you at the Meeting. If you intend
on appointing a proxy, please complete the attached proxy form, attached to the notice disseminated
by Strate as Annexure A, and return it in accordance with the instructions contained in the proxy form.
Failure to meet these requirements may render the proxy form ineffective.
A proxy need not be a Noteholder in the Issuer.
Chairperson
The chairperson of the Meeting will be Tracy-Lee Janse van Rensburg, being duly appointed by the Issuer
for purposes of chairing the meeting.
Identification
All Noteholders will be required to provide reasonably satisfactory identification to the chairperson of the
Meeting in order to participate in and vote at the Meeting.
Voting
Voting will take place by way of a poll. Accordingly, every Noteholder who is present in person and
produces proof acceptable to the Issuer that such person is the Noteholder or is a proxy, shall have one
vote for each ZAR1,000,000 of the Nominal Amount outstanding of the Notes which such person holds or
which the person for whom such person acts as proxy, holds. The joint holders of Notes shall have only one
vote on a poll for each ZAR1,000,000 of the Nominal Amount outstanding of the Notes of which they are
the registered holder of and such vote may only be exercised by that holder present whose name appears
first on the register of holders of Notes in the event that more than one of such joint holders is present in
person or by proxy at the Meeting. The Noteholder in respect of Notes held in the CSD in uncertificated
form shall vote on behalf of the holders of Beneficial Interest in such Notes on any resolution proposed to
be passed at the Meeting in accordance with the instructions to the CSD or its nominee from the holders of
Beneficial Interests conveyed through the Settlement Agents in accordance with the Applicable Procedures.
Record Date
The date that the Issuer has elected to determine which Noteholders recorded in the Register will receive
this notice is 6 October 2023.
D. RESOLUTIONS
EXTRAORDINARY RESOLUTION 1: AMENDMENT OF CONDITION 8 OF THE TERMS AND CONDITIONS OF
THE NOTES
Subject to the passing of the resolution, the Issuer is authorised to amend Condition 8 of the Terms and
Conditions of the Notes pursuant to -
1 correction of the wording in clause 8.1;
2 correction of the wording in clause 8.5.1; and
3 the inclusion of a new clause 8.6,
each of which will read as follows -
1.1 "8.1 In accordance with the terms of the Guarantee, each Guarantor irrevocably and
unconditionally (jointly and severally) guarantees to the Noteholders all obligations which the
Issuer may incur to the Noteholders and the due and punctual payment of all amounts owing
by the Issuer in respect of the Notes arising under the Programme pursuant to this
Programme Memorandum and further, if any obligation guaranteed by it is or becomes
unenforceable, invalid or illegal, as an independent and primary obligation, indemnifies the
Noteholders immediately on demand against any cost, loss or liability it incurs as a result of
the Issuer not paying any amount which would, but for such unenforceability, invalidity or
illegality, have been payable by it on the date when it would have been due. The amount
payable by each Guarantor under this indemnity will not exceed the amount it would have
had to pay under the Guarantee if the amount claimed had been recoverable on the basis of a
guarantee.";
1.2 "8.5.1 The Issuer will ensure that, within 6 (six) months of the Issuer publishing its audited
annual financial statements, that a Subsidiary of the Group which subsequently becomes a
Material Subsidiary becomes an Additional Guarantor, provided that - "; and
1.3 "8.6 Release of Guarantors
8.6.1 Subject to the approval of the Noteholders, pursuant to the passing of an
Extraordinary Resolution of the Noteholders or with the prior written consent of the
Noteholders or the relevant Class of Noteholders, as the case may be, holding not less
than 66.67% (sixty-six point six seven per cent) in Nominal Amount of the Notes
Outstanding, from time to time, a Guarantor may be released from its obligations as
guarantor under the Guarantee (the "Released Guarantor"), and no further action
will be required to be undertaken by the Issuer and/or any of the Guarantors
whatsoever in relation to the release of the Released Guarantor from its obligations
as Guarantor under the Guarantee and in relation to the Programme.
8.6.2 Following on the release of a Released Guarantor from its obligations under
the Guarantee, all references to the Released Guarantor within the Programme
Memorandum, the Guarantee and any Applicable Pricing Supplement, as the case
may be, shall be deemed to be removed with immediate force and effect and neither
the Issuer, the Guarantors or any other party shall be required to execute any further
agreement, amendment, supplement or addendum in order to give effect to the
removal of the Released Guarantor from their obligations as guarantor under the
Programme, the Guarantee and the Notes.".
EXTRAORDINARY RESOLUTION 2: AMENDMENT OF THE TERMS AND CONDITIONS OF THE GUARANTEE,
AS SET OUT UNDER THE SECTION OF THE PROGRAMME MEMORANDUM ENTITLED "TERMS AND
CONDITIONS OF THE GUARANTEE"
Subject to the passing of the resolution, the Issuer is authorised to amend the terms and conditions of the
Guarantee, as contained under the section of the Programme Memorandum entitled "Terms and
Conditions of the Guarantee", pursuant to -
1 the inclusion of a new recordal at the beginning of the Guarantee for purposes of addressing the
amendment and restatement of the terms and conditions of the Guarantee;
2 the amendment of the references to the Programme Memorandum in the Guarantee to record the
amendment and restatement of the Programme Memorandum;
3 correction of the wording in clause 12.2; and
4 the inclusion of new clauses 22 and 23 respectively,
each of which will read as follows -
"WHEREAS -
1. on or about 30 June 2022, a written guarantee was entered into between the Guarantors
(as defined hereunder) (the "Original Guarantee");
2. the Guarantors wish to effect certain amendments to the terms and conditions of the
Original Guarantee and hereby agree that the Original Guarantee is substituted and
replaced, in its entirety and in all respects, by this amended and restated guarantee (the
"Guarantee");
3. each Guarantor to this Guarantee, by a signature hereto, consents to the substitution and
replacement of the Original Guarantee, as contemplated in this Guarantee, with effect
from the date of signing of this Guarantee, by the party signing last in time; and
4. the Guarantors to this Guarantee agree that this Guarantee constitutes an amendment
and restatement of the Original Guarantee and shall not operate to extinguish any
existing rights and obligations in terms of the Original Guarantee or any other agreement
referred to therein, to the extent that those rights and obligations have not been amended
and/or varied, pursuant to this Guarantee.";
"hereby, jointly and severally, irrevocably and unconditionally guarantee (as primary obligors
and not merely as sureties) to the holders of Notes (the "Noteholders") issued or to be issued by
Life Healthcare Funding Limited (registration number 2016/273566/06) (the "Issuer") under the
Life Healthcare Funding Limited ZAR7,000,000,000 Domestic Medium Term Note Programme
(the "Programme"), the due and punctual performance of all obligations arising under the
Programme pursuant to the amended and restated programme memorandum which the Issuer
may incur to the Noteholders and the due and punctual payment of all amounts due by the
Issuer in respect of the Notes arising under the Programme pursuant to the amended and
restated programme memorandum issued by the Issuer, dated [] 2023, as amended and/or
supplemented from time to time (the "Programme Memorandum").";
"12.2 in the case of a personal delivery or courier, when delivered; and";
"22 Notwithstanding anything to the contrary contained in this Guarantee, a Guarantor may
be released from its obligations as a guarantor under this Guarantee provided that prior
approval, with respect to such Guarantor's release, is obtained by the Issuer pursuant to
the passing of an Extraordinary Resolution of Noteholders or the prior written consent of
Noteholders or the relevant Class of Noteholders, as the case may be, holding not less
than 66.67% (sixty-six point six seven per cent) in Nominal Amount of the Notes
Outstanding, from time to time, is obtained to release the relevant Guarantor (the
"Released Guarantor"). Following such approval, the Released Guarantor will be
released from all of its obligations as guarantor under or in respect of the Notes, the
Guarantee and in relation to the Programme, pursuant to the passing of the
Extraordinary Resolution of Noteholders and no further action will be required to be
undertaken by the Issuer and/or any of the Guarantors whatsoever in relation to the
release of the Released Guarantor from its obligations as Guarantor under this
Guarantee and the Programme."; and
"23 Once released, all references in the Programme Memorandum, the Guarantee and/or in
the Applicable Pricing Supplements pertaining to the Notes, as the case may be, in
relation to the Released Guarantor, will be of no further force and effect and all such
references to the Released Guarantor will be deemed to be removed from each of the
Programme Memorandum, the Guarantee and every Applicable Pricing Supplement
currently in issue, as the case may be, without requiring any further agreement,
addendum, supplement or addendum having to be executed by any party whatsoever.".
EXTRAORDINARY RESOLUTION 3: AMENDMENT OF THE PROGRAMME MEMORANDUM
Subject to the passing of Extraordinary Resolutions 1 and 2, in conjunction with this resolution, the Issuer is
authorised to amend the terms and conditions of the Programme Memorandum pursuant to the issue of an
amended and restated Programme Memorandum to reflect, inter alia, the amendments set out in
Extraordinary Resolutions 1 and 2 respectively as well as to update, inter alia, various references to, inter
alia, the dates of execution of the Programme Memorandum and the Guarantee respectively, as the
amendments are set out in the amended and restated Programme Memorandum, attached to the notice
disseminated by Strate as Annexure B.
EXTRAORDINARY RESOLUTION 4: AMENDMENT OF THE GUARANTEE
Subject to the passing of Extraordinary Resolutions 1 to 3, in conjunction with this resolution, the Issuer is
authorised to amend the terms and conditions of the Guarantee pursuant to -
1 the inclusion of a new recordal at the beginning of the Guarantee, for purposes of addressing the
amendment and restatement of the terms and conditions of the Guarantee;
2 the amendment of the references to the Programme Memorandum in the Guarantee in order to
record the amendment and restatement of the Programme Memorandum;
3 correction of the wording in clause 12.2; and
4 the inclusion of new clauses 22 and 23 respectively,
each of which will read as follows -
"WHEREAS -
1. on or about 30 June 2022, a written guarantee was entered into between the Guarantors
(as defined hereunder) (the "Original Guarantee");
2. the Guarantors wish to effect certain amendments to the terms and conditions of the
Original Guarantee and hereby agree that the Original Guarantee is substituted and
replaced, in its entirety and in all respects, by this amended and restated guarantee (the
"Guarantee");
3. each Guarantor to this Guarantee, by a signature hereto, consents to the substitution and
replacement of the Original Guarantee, as contemplated in this Guarantee, with effect
from the date of signing of this Guarantee, by the party signing last in time; and
4. the Guarantors to this Guarantee agree that this Guarantee constitutes an amendment
and restatement of the Original Guarantee and shall not operate to extinguish any
existing rights and obligations in terms of the Original Guarantee or any other agreement
referred to therein, to the extent that those rights and obligations have not been amended
and/or varied, pursuant to this Guarantee."
"hereby, jointly and severally, irrevocably and unconditionally guarantee (as primary obligors and not
merely as sureties) to the holders of Notes (the "Noteholders") issued or to be issued by Life
Healthcare Funding Limited (registration number 2016/273566/06) (the "Issuer") under the Life
Healthcare Funding Limited ZAR7,000,000,000 Domestic Medium Term Note Programme (the
"Programme"), the due and punctual performance of all obligations arising under the Programme
pursuant to the amended and restated programme memorandum which the Issuer may incur to the
Noteholders and the due and punctual payment of all amounts due by the Issuer in respect of the
Notes arising under the Programme pursuant to the amended and restated programme
memorandum issued by the Issuer, dated [] 2023, as amended and/or supplemented from time to
time (the "Programme Memorandum").";
"12.2 in the case of a personal delivery or courier, when delivered; and";
"22 Notwithstanding anything to the contrary contained in this Guarantee, a Guarantor may
be released from its obligations as a guarantor under this Guarantee provided that prior
approval, with respect to such Guarantor's release, is obtained by the Issuer pursuant to
the passing of an Extraordinary Resolution of Noteholders or the prior written consent of
Noteholders or the relevant Class of Noteholders, as the case may be, holding not less than
66.67% (sixty-six point six seven per cent) in Nominal Amount of the Notes Outstanding,
from time to time, is obtained to release the relevant Guarantor (the "Released
Guarantor"). Following such approval, the Released Guarantor will be released from all of
its obligations as guarantor under or in respect of the Notes, the Guarantee and in relation
to the Programme, pursuant to the passing of the Extraordinary Resolution of Noteholders
and no further action will be required to be undertaken by the Issuer and/or any of the
Guarantors whatsoever in relation to the release of the Released Guarantor from its
obligations as Guarantor under this Guarantee and the Programme"; and
"23 Once released, all references in the Programme Memorandum, the Guarantee and/or in
the Applicable Pricing Supplements pertaining to the Notes, as the case may be, in relation
to the Released Guarantor, will be of no further force and effect and all such references to
the Released Guarantor will be deemed to be removed from each of the Programme
Memorandum, the Guarantee and every Applicable Pricing Supplement currently in issue,
as the case may be, without requiring any further agreement, addendum, supplement or
addendum having to be executed by any party whatsoever.",
and, as a consequence thereof, the Issuer is authorised to issue an amended and restated Guarantee to
reflect, inter alia, the amendments as set out in this Extraordinary Resolution 5, as the amendments are set
out in the amended and restated Guarantee, attached to the notice disseminated by Strate as Annexure C.
EXTRAORDINARY RESOLUTION 5: RELEASE OF AML AS GUARANTOR
Subject to the passing of Extraordinary Resolutions 1 to 4 (both inclusive) as well as this resolution, AML is
to be released from its obligations as Guarantor under the Programme and in particular as Guarantor under
the Guarantee with effect from the date on which the Disposal occurs and from such date, all references
within the Programme Memorandum, the Guarantee and any Applicable Pricing Supplement, as the case
may be, to AML, will be null and void and will be deemed, for all intents and purposes, to be removed from
the Programme Memorandum, the Guarantee and all Applicable Pricing Supplements currently in issue, in
totality, without requiring any further steps, actions, supplements, agreements or amendments whatsoever
having to be effected to either the Programme and/or the Guarantee and/or any Applicable Pricing
Supplement, as the case may be, by the Issuer and/or any Noteholder whatsoever and AML will be released
as Guarantor under the Programme.
CONDITION TO APPROVALS UNDER EXTRAORDINARY RESOLUTIONS 1 TO 5 (BOTH INCLUSIVE
Notwithstanding the passing of Extraordinary Resolutions 1 to 5 (both inclusive), in the event that the
Disposal is not approved pursuant to the passing of the relevant special and/or ordinary resolutions by the
shareholders of Life Healthcare at a general meeting of Life Healthcare to be held for purposes of
considering the Disposal, as well as the fulfilment of the additional conditions precedent as set out in
further detail in the written circular to be addressed to the shareholders of Life Healthcare setting out
further information in relation to the intended Disposal which is to be considered at a general meeting of
Life Healthcare (collectively, the "Life Healthcare Shareholder Approvals"), the proposed amendments to
the Programme Memorandum and the Guarantee respectively, as well as the release of AML as Guarantor,
under the Programme and the Guarantee respectively, will be null and void and the terms and conditions of
the written programme memorandum dated 30 June 2022 as well as the terms and conditions of the
written Guarantee dated 30 June 2022, will remain in full force and effect and will not be amended and/or
restated in any manner or form whatsoever.
GENERAL
The percentage of voting rights required for each of Extraordinary Resolution 1, Extraordinary Resolution 2,
Extraordinary Resolution 3, Extraordinary Resolution 4 and Extraordinary Resolution 5 to be adopted by
way of a poll shall be a majority consisting of not less than 66.67% of the votes given on such poll by
Noteholders present in person or by proxy.
In the event that the Noteholders, whether present in person or by proxy, intend to vote against any of the
Extraordinary Resolutions and/or to abstain from voting in respect of any of the Notes registered in the
name of such Noteholders, the Issuer would be open to discussions with such Noteholders for purposes of
purchasing their Notes in accordance with the provisions of Condition 11.12 of the Terms and Conditions of
the Notes. Any purchase of Notes by the Issuer, in these circumstances, would be subject to the pre-
condition that such Noteholders would vote in favour of the passing of all of the Extraordinary Resolutions.
Effective Date
Subject to the Life Healthcare Shareholder Approvals being obtained, the Extraordinary Resolutions
referred to above shall be effective from the date of the passing of these Extraordinary Resolutions.
12 October 2023
Attorneys to Life Healthcare Funding RMB DCM arrangers and debt sponsors
Date: 12-10-2023 11:20:00
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