| Thu 3 Jun 2010, 10:00 | | LHC - Life - Life Private Placing: Change of listing date and revision in offer |
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JSE
LHC
LHC - Life - Life Private Placing: Change of listing date and revision in offer
size and price
Life Healthcare Group Holdings Limited
(formerly Life Healthcare Group Holdings (Proprietary) Limited)
(incorporated in the Republic of South Africa)
(Registration number 2003/002733/06)
JSE share code: LHC & ISIN: ZAE000145892
("Life" or the "Company" or the "Issuer")
LIFE PRIVATE PLACING: CHANGE OF LISTING DATE AND REVISION IN OFFER SIZE AND
PRICE
Further to the pre-listing statement dated 18 May 2010 ("Pre-Listing
Statement")and the announcements released on SENS on 18 May 2010 and 27 May
2010, those interested private offerees ("investors") to whom the Pre-Listing
Statement was delivered are advised that the offer size and price have been
revised to comprise the following:
- an offer price range of ZAR13.50 to ZAR14.50 per ordinary share reduced
from a range of R14.50 to R17.00 per ordinary share;
- a private placing by way of an offer for subscription of 321,547,006 new
ordinary shares of R0.000001 each in the share capital of Life, which is
unchanged from previous announcements;
- a private placing by way of an offer for sale by certain of the Company`s
existing shareholders ("Selling Shareholders") of up to 32,873,274 ordinary
shares of R0.000001 each in the share capital of Life, reduced from
109,791,794 ordinary shares; and
- up to a further 34,853,433 ordinary shares of R0.000001 each in the share
capital of Life (the "Overallotment Shares") may be sold by certain of the
Selling Shareholders pursuant to a 30-day option which those Selling
Shareholders have agreed, subject to certain conditions, to grant to RMB,
as stabilisation manager, for the purpose of covering short positions
resulting from overallotments. The number of Overallotment Shares has
reduced from 41,688,389 ordinary shares.
Information in the Pre-Listing Statement regarding the number of shares to be
sold by each of the Selling Shareholders and the ownership by certain major
shareholders after the offer will change as a result of the revised offer size.
This information will be provided in a subsequent announcement.
The Company and its shareholders have agreed that the offer is no longer subject
to a minimum aggregate subscription and sale of 41.39% of the issued share
capital of the Company, as previously disclosed in the Pre-Listing Statement.
The revision in offer size and price will have no impact on the net cash
position of the Company.
The executive management of Life has resolved to retain a materially larger
portion of its shareholding post the listing.
Any investor wishing to participate in the bookbuild process must ensure that
they have provided an indication of their interest to the bookrunners before the
book closes at 17:00 (Central African Time) on Thursday, 3 June 2010. The
pricing announcement is expected to be released on SENS on Friday, 4 June 2010
and in the press on Monday, 7 June 2010.
The settlement date and listing date of Life, subject to achieving a spread of
shareholders acceptable to the JSE Limited, is expected to be Thursday, 10 June
2010.
Johannesburg
3 June 2010
Joint bookrunners and managers
Credit Suisse Securities (Europe) Limited
Morgan Stanley & Co. International plc
Rand Merchant Bank, a division of FirstRand Bank Limited
Structuring adviser, transaction sponsor and stabilisation manager
Rand Merchant Bank, a division of FirstRand Bank Limited
Attorneys
Webber Wentzel, SA attorneys to the Company
White & Case LLP, US & UK attorneys to the Company
Cliffe Dekker Hofmeyr Inc, SA attorneys to the Joint Bookrunners
Freshfields Bruckhaus Deringer LLP, US & UK attorneys to the Joint Bookrunners
Reporting accountants and auditors
PricewaterhouseCoopers Inc
Financial communications adviser
College Hill (Proprietary) Limited
This document does not constitute an invitation or an offer to the general
public to acquire shares in Life. The offer set out in the Pre-Listing Statement
will only be capable of acceptance by the institutions and persons to whom it
was specifically addressed.
This document does not constitute an offer of securities for sale in the United
States. Securities may not be offered or sold in the United States absent
registration or an exemption from registration under the U.S. Securities Act of
1933, as amended (the "Securities Act"). The securities being offered have not
and will not be registered under the Securities Act. There will be no public
offering in the United States.
This document does not constitute an offer of securities to the public in the
United Kingdom. This document is directed only at (i) persons who are outside
the United Kingdom or (ii) persons who have professional experience in matters
relating to investments falling within Article 19(1) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (iii) high
net worth entities falling within Article 49(2) of the Order and (iv) other
persons to whom it may lawfully be communicated (all such persons together being
referred to as "relevant persons"). Any investment activity to which this
communication relates will only be available to, and will only be engaged with,
relevant persons. Any person who is not a relevant person should not act or
rely on this document or any of its contents.
Any offer of securities to the public that may be deemed to be made pursuant to
this communication in any EEA Member State that has implemented Directive
2003/71/EC (together with any applicable implementing measures in any Member
State, the "Prospectus Directive") is only addressed to qualified investors in
that Member State within the meaning of the Prospectus Directive.
Copies of this announcement are not being made and may not be distributed or
sent into the United States, Canada, Japan or Australia.
Date: 03/06/2010 10:00:01 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.
