| Thu 28 Oct 2010, 15:54 | | HSI - Health Strategic Investments Limited - Announcement regarding the |
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HSI
HSI
HSI - Health Strategic Investments Limited - Announcement regarding the
unbundling
Health Strategic Investments Limited
(formerly Newshelf 776 (Proprietary) Limited)
(incorporated in the Republic of South Africa)
(Registration number 2005/012471/06)
JSE share code: HSI ISIN: ZAE000146742
("Health" or the "Company")
ANNOUNCEMENT REGARDING THE UNBUNDLING BY HEALTH OF ITS ENTIRE 26.60%
SHAREHOLDING IN THE ISSUED SHARE CAPITAL OF LIFE HEALTHCARE GROUP HOLDINGS
LIMITED ("LIFE HEALTHCARE") AND THE DELISTING OF HEALTH
1. Introduction
On Monday 16 August 2010, the ordinary shares in Health ("Health Ordinary
Shares") commenced trading as asset-backed securities ("ABS") on the securities
exchange operated by the JSE Limited ("JSE"). The business and principal
activity of Health is to act as an investment holding company for its only
asset, being 277 213 378 ordinary shares in the issued share capital of Life
Healthcare ("Life Healthcare Ordinary Shares").
In the Health pre-listing statement published on 28 June 2010, the directors of
Health stated their intention to unbundle the Life Healthcare Ordinary Shares
held by Health to the holders of Health Ordinary Shares ("Shareholders")
following the expiry of the period during which certain shareholders of Life
Healthcare agreed not to trade their Life Healthcare Ordinary Shares following
the listing of Life Healthcare on the JSE ("Life Healthcare lock-in period").
The purpose of this announcement is to provide Shareholders with pertinent
information relating to:
- the proposed unbundling of the 277 213 378 Life Healthcare Ordinary Shares
held by Health, equating to 26.60% of the entire issued share capital of Life
Healthcare, to Shareholders ("Unbundling") in the entitlement ratio of 1 Life
Healthcare Ordinary Share for every 1 Health Ordinary Share held by a
Shareholder ("Entitlement Ratio") at the close of business on the record date,
expected to be on Friday, 17 December 2010 ("Record Date");
- the proposed delisting of Health from the JSE with effect from the
commencement of business on Monday, 20 December 2010 ("Delisting"); and
- the proposed application to the Companies and Intellectual Property
Registration Office of South Africa ("CIPRO") for the cancellation of the
registration of the memorandum and articles of association of Health in terms of
section 73 of the Companies Act, 1973 (Act 61 of 1973), as amended ("Companies
Act") ("Deregistration").
A general meeting of Shareholders ("General Meeting") is expected to take place
at 10:00 on Friday, 19 November 2010 in the Atheneaum, Boundary Terraces, 1
Mariendahl Lane, Newlands, 7700, to consider, and if deemed fit, pass the
necessary resolutions to proceed with the implementation of the Unbundling, the
Delisting and the Deregistration (collectively, "the Transaction").
2. Rationale
2.1. Unbundling
As indicated above, in the Health pre-listing statement the directors stated
their intention to give effect to the Unbundling following the expiry of the
Life Healthcare lock-in period. Pursuant to the impending expiry of the Life
Healthcare lock-in period, the directors wish to give effect to that stated
intention. The Unbundling will result in Shareholders holding Life Healthcare
Ordinary Shares directly, which shares shall be freely tradable. Following the
expiry of the Life Healthcare lock-in period, there is no further reason for
Shareholders to hold their interests in Life Healthcare indirectly through
Health.
2.2. Delisting
As the Unbundling will result in the distribution of Health`s only asset to the
Shareholders, subsequent to the Unbundling, Health will not hold any assets and
Health Ordinary Shares will have no value. Accordingly, there is no reason for
Health Ordinary Shares to remain listed on the JSE. In addition, Health will no
longer meet the requirements set out in the JSE Listings Requirements to remain
listed on the JSE.
2.3. Deregistration
As the Unbundling will result in the distribution of Health`s only asset to the
Shareholders, subsequent to the Unbundling, Health will no longer hold any
assets or have any liabilities or have any value. Accordingly, there is no
reason for Health to remain registered as a company and incur the obligations
associated therewith in terms of, inter alia, the Companies Act.
3. Terms of the Transaction
3.1. Unbundling
Health will, subject to the fulfilment of the conditions precedent set out in
paragraph 4.1 below, unbundle the Life Healthcare Ordinary Shares held by it to
the Shareholders in the ratio of 1 Life Healthcare Ordinary Share for every 1
Health Ordinary Share held on the Record Date.
The Unbundling will be in terms of sections 90 and 228 of the Companies Act, the
relevant provisions of the Listings Requirements and section 46 of the Income
Tax Act, 1962 (Act 58 of 1962), as amended.
3.2. Delisting
Subject to the fulfilment of the conditions precedent detailed in paragraph 4.2
below and the implementation of the Unbundling, the listing of Health Ordinary
Shares will be suspended from trading on the JSE on Friday, 10 December 2010 and
Health Ordinary Shares will delist as ABS from the "Other Securities" sector on
the JSE with effect from the commencement of business on Monday, 20 December
2010.
3.3. Deregistration
Subject to the fulfilment of the conditions precedent set out in paragraph 4.3
below, the board will be authorised and shall, as and when the directors believe
it to be in the best interests of the Company and the Shareholders to do so,
apply to CIPRO for the cancellation of the registration of the memorandum and
articles of Health in terms of section 73 of the Companies Act. The directors
shall not apply for the Deregistration of Health until such time as all of the
assets of Health have been distributed to the Shareholders pro rata to their
shareholdings in the Company. In this regard, in the event that Health acquires
any assets prior to the Record Date, including the receipt of dividends from
Life Healthcare, those will be distributed to Shareholders pro rata to their
shareholdings in Health before the Deregistration.
The cancellation by CIPRO of the registration of the Company`s memorandum and
articles will put an end to the existence of the Company as a legal persona.
4. Conditions precedent
4.1. Unbundling
The Unbundling is conditional upon the following conditions precedent being
fulfilled:
- the approval by Shareholders at the General Meeting of the special resolution
which is required to be passed in order to authorise the Unbundling, in
accordance with the Listings Requirements and the Companies Act; and
- registration by CIPRO of the abovementioned special resolution.
4.2. Delisting
The Delisting is conditional upon the following conditions precedent being
fulfilled:
- the fulfilment of the conditions precedent to the Unbundling referred to in
paragraph 4.1 above; and
- the approval by Shareholders at the General Meeting of the ordinary resolution
required to be passed in order to authorise the Delisting, in accordance with
the Listing Requirements.
4.3. Deregistration
The Deregistration is conditional upon the following conditions precedent being
fulfilled:
- the fulfilment of the conditions precedent to the Unbundling and the Delisting
referred to in paragraphs 4.1 and 4.2 above;
- the approval by Shareholders at the General Meeting of the ordinary resolution
which is required to be passed in order to authorise the directors to make an
application to CIPRO for the Deregistration; and
- CIPRO accepting the Company`s application for Deregistration.
5. Financial information relating to the Transaction
Given that Health will be unbundling its only asset, its 277 213 378 Life
Healthcare Ordinary Shares, to Shareholders in the Entitlement Ratio and
thereafter Health`s only asset will be the amount of cash it requires to
discharge its liabilities, there will be no material effect on the earnings and
underlying net asset value attributable to each Shareholder as a result of the
Unbundling.
6. Salient dates and times
2010
Last day for receipt of proxy forms for the General Wednesday, 17
meeting by 10:00 on November
General Meeting to be held at 10:00 on Friday, 19 November
Results of the General Meeting released on SENS on Friday, 19 November
Results of the General Meeting published in the press Monday, 22 November
on
Finalisation announcement released on SENS on Thursday, 2 December
Finalisation announcement published in the press on Friday, 3 December
Last day to trade in Health Ordinary Shares in order to Thursday, 9 December
participate in the Unbundling on
Health Ordinary Shares suspended on JSE trading system Friday, 10 December
on
Shareholders commence trading in Life Healthcare Friday, 10 December
Ordinary Shares on the JSE on
Record Date to participate in the Unbundling on Friday, 17 December
Dematerialised Shareholders will have their accounts Monday, 20 December
with their CSDP or broker updated with the Life
Healthcare Ordinary Shares received pursuant to the
Unbundling on
Share certificates in respect of Life Healthcare Monday, 20 December
Ordinary Shares will be posted, at the risk of the
certificated Shareholder concerned, to certificated
Shareholders on or about
Announcement of specified ratio in respect of the
apportionment of the cost/base cost of Life Healthcare Monday, 20 December
for taxation/CGT purposes on or about
Termination of Health listing at commencement of Monday, 20 December
trading on
Notes:
1. The above dates and times are subject to change. Any material change will be
released on SENS and published in the press.
2. Any reference to time in this announcement is a reference to South African
time.
3. Share certificates may not be dematerialised or rematerialised after
Thursday, 9 December 2010.
7. Documentation
A circular providing information on the Transaction and incorporating a notice
convening the General Meeting is being posted to Shareholders today.
Newlands
28 October 2010
Merchant bank and sponsor
RAND MERCHANT BANK (a division of FirstRand Bank Limited)
Attorneys
Edward Nathan Sonnenbergs Inc
Date: 28/10/2010 15:54:01 Produced by the JSE SENS Department.
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