Deemed disposal of 1.75% of Presmed Australia (Pty) Limited
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
DEEMED DISPOSAL OF 1.75% OF PRESMED AUSTRALIA (PTY) LIMITED
Shareholders are referred to the announcement released on SENS on 19 June 2018 in which it
was advised that Advanced Health’s major Australian subsidiary, Presmed Australia (Pty)
Limited (“PMA”) conducted a fund raising to raise AUD 1.675 million (ZAR 16.74 million) by
way of loans from certain PMA and Advanced Health directors or their associated companies.
A portion of the loans were converted to equity at a share price of AUD23.37 per PMA share
which diluted Advanced Health’s shareholding in PMA from 94.64% by 3.8% to 90.84%. The
remaining AUD 0.925 million (ZAR 9.24 million) was retained by PMA as long term loans.
Shareholders are advised that, in accordance with terms of the long term loans, a further
portion of the long term loans have been converted to PMA ordinary shares, by the parties
detailed in 4.1 below. A total long term loan amount of AUD674 970 was converted to 24 607
PMA ordinary shares, issued at a share price of AUD27.43 per PMA share. The conversion
diluted Advanced Health’s current shareholding in PMA from 61.41% to 59.66%, a deemed
Disposal of 1.75% (“Deemed Disposal”).
2 BACKGROUND TO PMA
Presmed Australia is one of the leading healthcare companies in Australia that specializes in
establishment and management of surgical day hospitals. It currently operates five facilities
across the major urbanised regions New South Wales, Australia.
3 BACKGROUND AND RATIONALE FOR THE DISPOSAL
PMA required funding for its ongoing expansion and support of its Australian day hospitals,
which was approved and supported by the AVL Board. As per the terms of the long-term
loans, the directors had the right to convert these to PMA shares.
4 KEY TERMS OF THE TRANSACTION
4.1 Conversion of loans to share capital
The names of the directors, value of the long terms loans and number shares issued are
detailed in the table below:
Party and associate Long term Converted to Loan Remaining Number of
company loan Amount Shares amount Long term shares
repaid loan issued
Ysbrand Visser via Maluti AUD150 000 AUD149 987.24 AUD12.76 AUD 0 5 468
Ivan Kassel via Davilar Pty AUD375 000 AUD124 998.51 AUD1.49 AUD 250 000 4 557
Carl Grillenberger AUD400 000 AUD399 984.26 AUD15.74 AUD 0 14 582
Total AUD975 000 AUD674 970.01 AUD29.99 AUD 250 000 24 607
4.2 Suspensive conditions and Proceeds
There are no suspensive conditions to the Disposal.
No additional proceeds was raised on the conversion the long term loans.
4.3 Effective date of the Deemed Disposal
The effective date of the Deemed Disposal is on the day the shares are issued to the
Parties which was 9 November 2020.
5 PROFIT AND NET ASSET VALUE ATTRIBUTABLE TO PMA
The net assets of PMA, as per the reviewed condensed consolidated annual financial
statements for the 12 months ended 30 June 2020 was ZAR180.7 million. The audited revenue
attributable to the net assets of PMA for the 12 months ended 30 June 2020 was ZAR299.3
million and the profit after tax was ZAR14.4million. The reviewed condensed consolidated
annual financial statements were prepared in accordance with International Reporting
Standards, the SAICA Financial Reporting Guides as issued by the Accounting Practices
Committee, the JSE Listing Requirements and the Companies Act 71 of 2008 of South Africa.
6 CATEGORISATION OF THE TRANSACTION AND CAUTIONARY ANNOUNCEMENT
In terms of the Listings Requirements of the JSE, the Deemed Disposal, at a value of ZAR 7.67
million is categorised as a Category 2 transaction in terms of section 9. Further, the Deemed
Disposal is not categorised as a related party transaction in terms of section 10 read with
section 21 of the Listings Requirements and does therefore not require a fairness opinion to
be obtained nor is it subject to Advanced Health shareholder approval.
The Exchange rate applied in this announcement is the closing ZAR:AUD rate on Monday, 9 November 2020 of
24 November 2020
Grindrod Bank Limited
Date: 24-11-2020 12:00:00
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.