ADVANCED HEALTH LIMITED - Amendment to credit facility with a related party

Amendment to credit facility with a related party

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


AMENDMENT TO CREDIT FACILITY WITH A RELATED PARTY

1    Introduction and background to the Credit Facility
     Shareholders are referred to announcement released on SENS on 28 June 2019 in which the
     Company advised of the Credit Facility Agreement and Pledge and Cession Agreement entered
     into with Eenhede Konsultante (Proprietary) Limited (“Eenhede”) in November 2017, as well
     as the first and second addendums to the Credit Facility Agreement and the Pledge and
     Cession Agreement that lead to the Second Tranche and Third Tranche of the Credit Facility,
     in May 2018 and June 2019, respectively.

     Shareholders are further referred to the announcement released on SENS on 12 December
     2019, regarding the Disposal of 25.1% of Presmes Australia Pty Limited (“PMA”) and the
     circular to shareholders distributed on 12 February 2020 containing the notice of general
     meeting held on 12 March 2020 (the “Disposal Circular”), at which meeting the Disposal was
     approved.

2    Third Addendum to the Pledge and Cession Agreement
     As detailed in the referred announcements and Disposal Circular, the Company had pledged a
     total of 725 648 PMA shares to Eenhede as security for the Credit Facility. Subsequent to the
     implementation of the Disposal the Company and Eenhede have entered into a third
     addendum to the Pledge and Cession Agreement, through which a total of 210 542 PMA shares
     was released from the Pledge and Cession Agreement in order to facilitate the Disposal of
     PMA, as was stated in the Disposal Circular.

3    Third Addendum to the Credit Facility Agreement
     The Company and Eenhede further entered into a third addendum to the Credit Facility
     Agreement, which amends certain of the terms of the Agreement pursuant to the repayment
     of R35.6 million the Company is committed to pay to Eenhede, from the proceeds of the
     Disposal.

     The amended terms of the Credit Facility Agreement are as follows:
        • The Credit Facility Limit (excluding interest) is reduced to R86 million, as a result of
           the repayment from the proceeds of the disposal.
        • The total amount owing (inclusive of interest) may not exceed R103.5 million. Should
           the amount outstanding exceed R103.5 million, the Company will need to settle the
           excess within 30 days from receipt of the notification from Eenhede.
        • The extended repayment date for the Credit Facility is 30 April 2022.

4    RELATED PARTY TRANSACTION
     Eenhede is an associate company of Mr. Carl Alfred Grillenberger, the Chairman of the board
     and majority shareholder of the Company, with an indirect beneficial interest of 59.65%,
     through Eenhede. Eenhede is therefore a related party to the Company as defined in Section
     10 the JSE Listings Requirements.

5    CATEGORISATION OF THE TRANSACTION
     Pursuant to section 10 of the JSE Listings Requirements, read with section 21, the third
     addendum to the Credit Facility Agreement is categorised as a small related party transaction
     for AltX issuers and therefore, is not subject to Advanced Health shareholder approval and a
     fairness opinion is not required.


Johannesburg
27 March 2020

Designated Advisor
Grindrod Bank Limited

Date: 27-03-2020 03:00:00
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