| Fri 4 Jun 2010, 9:31 | | LHC - Life Healthcare Group Holdings - Private Placing Price |
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JSE
LHC
LHC - Life Healthcare Group Holdings - Private Placing 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")
PRIVATE PLACING PRICE
With reference to the pre-listing statement dated 18 May 2010 (the "Pre-Listing
Statement") and the announcements released on SENS on 18 May 2010, 27 May 2010
and 3 June 2010, Life and certain of Life`s existing shareholders ("Selling
Shareholders") have successfully placed 389,273,713 ordinary shares in Life of
R0.000001 each in the share capital of Life ("Ordinary Shares") at a price of
R13.50, comprising the following:
- a private placing by way of an offer for subscription of 321,547,006
Ordinary Shares;
- a private placing by way of an offer for sale by certain Selling
Shareholders of 32,873,274 Ordinary Shares; and
- a sale of an additional 34,853,433 Ordinary Shares (the "Overallotment
Shares") 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 overallotment.
The total value of shares placed was R5.255 billion including the Overallotment
Shares, representing an effective free float of 37.35%.
The effective sell down of each of the Selling Shareholders is as follows:
Name of shareholder Total number Maximum
of shares Overallotment
sold in the Shares
offer
Business Venture Investments No. 813 118,560,311 -
(Pty) Limited
Newshelf 831 (Pty) Limited 10,208,422 8,725,477
Mvelaphanda Strategic - 10,422,097
Investments(Pty) Limited
Industrial Development Corporation - -
of SA Limited
Life Doctor Investments Limited 13,125,000 -
Sanlam Capital Markets Limited 2,660,755 -
Investec Bank Limited 11,008,869 -
The Standard Bank of South Africa 2,660,755 -
Limited
The Life Healthcare 2005 Performance 17,543,534 -
Equity Trust
The Ammed Management Trust 7,161,961 -
RMB Ventures (Pty) Limited 83,769,446 -
RMB Ventures Four (Pty) Limited 14,650,581 -
FirstRand Bank Limited, acting 24,406,376 6,980,382
through RMB
Momentum Group Limited 25,618,913 -
Old Mutual Life Assurance Company 23,045,357 8,725,477
(SA) Limited, through Old Mutual
Private Equity
Total 354,420,280 34,853,433
Following the listing, the percentage of issued share capital held by the major
shareholders is as follows: Mvelaphanda entities 16.49%, Brimstone entities
15.79%, Old Mutual Life Assurance Company (South Africa) Limited (through Old
Mutual Private Equity) 11.69%, management & employee interests (collectively
7.75%), Life Doctor Investments Limited 5.94% and RMB entities (0.00%). These
figures do not include any shares that may have been acquired by affiliated
entities in the offer.
The settlement date and expected listing date of Life, subject to achieving a
spread of shareholders acceptable to the securities exchange operated by the JSE
Limited, will be Thursday, 10 June 2010. Any change in that date will be
released on SENS.
Johannesburg
4 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: 04/06/2010 09:31:25 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.
