| Wed 6 Jun 2012, 8:00 | | LHG - Litha - Results of General Meeting of Litha Shareholders Regarding |
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LHG
LHG
LHG - Litha - Results of General Meeting of Litha Shareholders Regarding
Strategic Partnership Transaction
LITHA HEALTHCARE GROUP LIMITED
Incorporated in the Republic of South Africa
(Registration number 2006/006371/06)
Share code: LHG
ISIN: ZAE000144671
("Litha" or "the Company")
RESULTS OF GENERAL MEETING OF LITHA SHAREHOLDERS REGARDING STRATEGIC PARTNERSHIP
TRANSACTION
Shareholders are referred to the two announcements released on SENS setting out
the terms and updates of a proposed strategic partnership transaction dated 21
February 2012 and 7 May 2012, respectively, together with the circular that was
posted to Litha shareholders on 7 May 2012, and to the definitions contained
therein.
In this regard, shareholders are advised that the General Meeting of Litha
shareholders was held on Tuesday 5 June 2012 and all the ordinary and special
resolutions proposed at the General Meeting were approved by the requisite
majority of votes, including one amendment (i.e. the insertion of the following
additional wording at the end of Special Resolution number 5: "Insofar as may be
necessary, the Company is authorised to allot and issue 125 000 redeemable no
par value preference shares to FirstRand Bank Limited, acting through its Rand
Merchant Bank division, for a total subscription price of R125 000 000,00 (one
hundred and twenty five million Rand), being a price of R1 000,00 (one thousand
Rand) per preference share, in accordance with the terms and conditions outlined
in Annexure 16 to the Circular").
Accordingly, subject to the registration of the requisite special resolutions by
the Companies and Intellectual Property Commission, the Transaction will be
implemented and the expected implementation date of the Transaction will be
Monday, 2 July 2012, barring any delays with registration of the requisite
special resolutions.
Shareholders will be advised of any changes to the salient dates as well as the
finalisation announcement confirming that the Paladin Offer is now
unconditional. The finalisation announcement is anticipated to be released on
SENS on or before Friday, 6 July 2012, barring any delays with registration of
the requisite special resolutions.
The remaining salient dates and times, barring any amendments and which relate
primarily to the Paladin Offer, will be as follows:
2012
Last day to trade to participate in the Paladin Offer Friday, 29 June
on
Shares trade "ex" the Paladin Offer on Monday, 2 July
Expected implementation date of the Transaction Monday, 2 July
Listing of the Subscription Shares from the Tuesday, 3 July
commencement of business on
Finalisation announcement confirming that the Paladin Friday, 6 July
Offer is now unconditional, anticipated to be
released on SENS on or before
Final record date to determine the Paladin Offer Friday, 6 July
Participants
The Paladin Offer closes provisionally at 12:00 on Friday, 20 July
Forms of acceptance and surrender not yet received, Friday, 20 July
to be received by the transfer secretaries by no
later than 12:00 on
Results of the Paladin Offer to be released on SENS Monday, 23 July
on
Paladin Offer Consideration credited to the Paladin Monday, 23 July
Offer Participant`s accounts at his CSDP or broker
(as the case may be), in cases where the shares
surrendered are held by such CSDP or broker as
nominee for the Paladin Offer Participant, by no
later than on (see note 4 below)
Cheques posted to or credited to the bank accounts of Monday, 23 July
the Paladin Offer Participant (who hold their shares
in their own names) at the Paladin Offer
Participant`s own risk, in settlement of the Paladin
Offer Consideration, by no later than on (see note 4
below)
Notes:
1 The above dates and times are subject to change. Any changes will be
released on SENS and published in the South African press.
2. All times quoted in this announcement are South African times.
3. In terms of the Regulations, the Paladin Offer must remain open for at
least 10 business days after the date that it is announced that the Paladin
Offer is unconditional. Accordingly, Paladin reserves the right to change
the Paladin Offer Closing Date to an earlier or later business day which
shall be announced by Paladin in the announcement that the Paladin Offer is
unconditional and which date shall be a Friday, shall not be earlier than
10 business days after the date of the announcement; and shall not be
earlier than 30 business days from the Paladin Offer Opening Date.
4. Settlement dates of the Paladin Offer Consideration, being within six
business days after the later of (i) the Paladin Offer being declared
wholly unconditional, and (ii) acceptance thereof by the relevant Paladin
Offer Participant, with the final settlement date being the business day
after the Paladin Offer Closing Date.
Midrand
6 June 2012
Merchant bank, funder and sponsor
RAND MERCHANT BANK (a division of FirstRand Bank Limited)
Transaction originator and debt underwriter
Blackstar
Independent expert
BDO Corporate Finance Proprietary Limited
Reporting accountants
Mazars
Legal advisors to Litha and Blackstar
Edward Nathan Sonnenbergs Inc
Independent sponsor
Deloitte & Touche Sponsor Services Proprietary Limited
South African legal advisors to Paladin
Werksmans Inc
Canadian legal advisors to Paladin
Davies Ward Phillips & Vineberg LLP
Date: 06/06/2012 08:00:06 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.
