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Finalisation announcement in respect of the Scheme of Arrangement
LITHA HEALTHCARE GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2006/006371/06)
Share code: LHG
ISIN: ZAE000144671
(“Litha”)
FINALISATION ANNOUNCEMENT IN RESPECT OF THE SCHEME OF ARRANGEMENT
1. FULFILMENT OF SCHEME CONDITIONS
Litha shareholders (“Shareholders”) are referred to (i) the circular issued by Litha on
19 November 2014 ("Circular"); (ii) the announcement published on the Stock Exchange
News Service of the JSE Limited (“SENS”) on 15 October 2014 relating to, inter alia, the offer
by Paladin Labs Inc. (“Paladin”) to acquire the entire issued ordinary share capital of Litha not
already owned by Paladin, excluding treasury shares; and (iii) the announcement published
on SENS on 18 December 2014 detailing the results of the Scheme Meeting. Unless defined
in this announcement, the terms and expressions defined in the Circular apply mutatis
mutandis to this announcement.
Shareholders are advised that:
1.1 the Takeover Panel has issued a compliance certificate in terms of section 121(b)(i)
of the Companies Act in relation to the Proposed Transaction; and
1.2 all Scheme Conditions Precedent have been fulfilled or waived, as the case may be.
Therefore, the Scheme is now unconditional.
2. FINAL SALIENT DATES AND TIMES
The salient dates and times relating to the implementation of the Scheme are set out below:
2015
Scheme Finalisation Date Monday, 19 January
Scheme finalisation announcement released on SENS Monday, 19 January
LDT in Shares in order to be recorded in the Register on the Friday, 30 January
Scheme Record Date 3
Date for suspension of listing of Shares from the Exchange Monday, 2 February
expected to be at the commencement of trading
Scheme Record Date on which Shareholders must be recorded in Friday, 6 February
the Register to receive the Scheme Consideration
Scheme Implementation Date – date of payment of the Scheme Monday, 9 February
Consideration to be paid electronically or posted to Certificated
Shareholders (if the Form of Surrender (pink) and Documents of
Title are received by the Transfer Secretary on or before 12:00 on
the Scheme Record Date)
Dematerialised Shareholders expected to have their accounts held Monday, 9 February
at their CSDP or Broker debited with the Scheme Shares and
credited with the Scheme Consideration
Termination of listing of the Shares from the Exchange at the Tuesday, 10 February
commencement of trading at 09:00
Notes:
1. All times given in this announcement are references to South African standard time.
2. No Dematerialisation or re-materialisation of Shares may take place from the Business Day following the
Scheme LDT.
Johannesburg
19 January 2015
Corporate advisor, transaction sponsor and JSE sponsor to Litha: One Capital
Attorneys to Litha: Cliffe Dekker Hofmeyr Inc.
Investment bank and corporate advisor to Endo International Plc and Paladin: Nedbank Capital, a
division of Nedbank Limited
Legal advisor to Endo International Plc and Paladin: Werksmans Incorporated
Date: 19/01/2015 04:36:00 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.
