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Extension of time period to post the scheme circular and salient dates and times of the scheme
LITHA HEALTHCARE GROUP LIMITED ENDO INTERNATIONAL PLC
(Incorporated in the Republic of South Africa) (Incorporated in the Republic of Ireland)
(Registration number 2006/006371/06) (Registration number 534814)
Share code: LHG Share code on the NASDAQ Stock Exchange:
ISIN: ZAE000144671 ENDP
(“Litha” or the “Company”) Share code on the Toronto Stock Exchange: ENL
ISIN: IE00BJ3V9050
(“Endo”)
EXTENSION OF TIME PERIOD TO POST THE SCHEME CIRCULAR AND SALIENT DATES AND
TIMES OF THE SCHEME
1. INTRODUCTION
Litha shareholders (“Shareholders”) are referred to the joint announcement of a firm intention to
make an offer published by the independent board of Litha (''Independent Board'') and Paladin
Labs Inc., a wholly-owned subsidiary of Endo (“Paladin”), on the Stock Exchange News Service
(“SENS”) on 15 October 2014 and in the press on 17 October 2014 (“Firm Intention
Announcement”), in terms of which Shareholders were advised that the Independent Board and
Paladin have agreed the terms and conditions upon which Paladin will make a cash offer
(“Offer”) to acquire the entire issued ordinary share capital of Litha not already owned by
Paladin, excluding treasury shares (“Remaining Shares”) for a cash consideration of R2.75 per
Remaining Share.
Shareholders were advised that Paladin proposes to implement the Offer by way of a scheme of
arrangement, in terms of section 114, read together with section 115, of the Companies Act, No.
71 of 2008, as amended ("Companies Act"), proposed by the Independent Board between Litha
and the holders of the Remaining Shares (“Remaining Shareholders”) (“Scheme”).
Shareholders were further advised that full terms and conditions pertaining to the Scheme and
notice of the general meeting of Remaining Shareholders (''Scheme Meeting''), to consider and,
if deemed fit, approve the Scheme, will be set out in the circular to be posted to Remaining
Shareholders (''Scheme Circular'').
2. EXTENSION OF TIME TO POST THE SCHEME CIRCULAR
In terms of the Companies Act and the Companies Regulations, 2011, promulgated under the
Companies Act (“Regulations”), the Independent Board and Paladin (the “Parties”) are required
to post the Scheme Circular within a period of 20 business days from the date of the Firm
Intention Announcement or within such longer period as allowed by the Takeover Regulation
Panel (“TRP”).
The 20 business day period will expire on 12 November 2014. As a result of a delay in the
fulfilment of certain Circular Conditions Precedent (as defined in the Firm Intention
Announcement), a request was made to the TRP for the extension of the posting date of the
Scheme Circular from 12 November 2014 to 19 November 2014 pursuant to Regulation
102(2)(b) of the Regulations, which request the TRP has approved (“Extension”).
3. SALIENT DATES AND TIMES
The Parties will endeavour to post the Scheme Circular to the Remaining Shareholders as soon
as reasonably possible following the date of this announcement but in any event, by not later
than the last day of the Extension, being 19 November 2014. Should the Scheme Circular only
be posted on the last day of the Extension, the salient dates and times of the Scheme will be as
follows:
2014
Record date to determine which Remaining Shareholders are
entitled to receive the Scheme Circular Friday, 14 November
Posting of the Scheme Circular to Remaining Shareholders and
notice convening Scheme Meeting released on SENS Wednesday, 19 November
Notice convening the Scheme Meeting published in the South
African press Thursday, 20 November
Last day to trade in Litha ordinary shares in order to be recorded
in the shareholder register on the voting record date 3 Friday, 5 December
Voting record date in respect of being eligible to vote at the
Scheme Meeting Friday, 12 December
Forms of proxy to be received by the transfer secretary by no later
than 12:00 4,6,7 Monday, 15 December
Scheme Meeting at 12:00 Thursday, 18 December
Results of the Scheme Meeting released on SENS Thursday, 18 December
Notes:
1. The salient dates and times in relation to the implementation of the Scheme post approval of the
Scheme at the Scheme Meeting will be included in the Scheme Circular to be posted to Remaining
Shareholders.
2. The above dates and times are subject to change. Any such change will be published on SENS once
approved by the JSE Limited (“JSE”) and/or the TRP, if required.
3. Remaining Shareholders should note that, as trades in shares on the JSE are settled through Strate,
settlement of trades takes place 5 business days after the date of such trades. Therefore, Shareholders
who acquire Litha ordinary shares (“Shares”) on the JSE after the last day to trade will not be entitled to
vote at the Scheme Meeting, but will, provided the Scheme is approved and that they acquire the
Shares on or prior to the Scheme last day to trade, participate in the Scheme (i.e. dispose of their
Shares to Paladin in accordance with the terms of the Scheme).
4. Dematerialised Remaining Shareholders, other than those with “own-name” registration, must provide
their CSDP or Broker with their instructions for voting at the Scheme Meeting by the cut-off time and
date stipulated by their CSDP or Broker in terms of their respective custody agreements.
5. No Dematerialisation or re-materialisation of Shares may take place from the business day following the
last day to trade up to the voting record date (both days inclusive).
6. A Remaining Shareholder who does not deliver a form of proxy to Litha’s transfer secretary
(Computershare) at least 48 hours before the commencement of the Scheme Meeting may submit the
form of proxy to the chairman of the Scheme Meeting before the appointed proxy exercises any of the
relevant Remaining Shareholders’ rights at the Scheme Meeting (or any adjournment or postponement
of the Scheme Meeting).
7. If the Scheme Meeting is adjourned or postponed, forms of proxy submitted for the initial Scheme
Meeting will remain valid in respect of any adjournment or postponement of the Scheme Meeting.
8. All times referred to in this Circular are references to South African standard time.
Johannesburg
7 November 2014
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 and Paladin: Nedbank Capital, a division of Nedbank
Limited
Legal advisor to Endo and Paladin: Werksmans Incorporated
Date: 07/11/2014 05:06:00 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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