| Wed 26 Jul 2023, 12:30 | | ADVANCED HEALTH LIMITED - Posting of Scheme Circular and salient dates and times in respect of the Scheme |
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Posting of Scheme Circular and salient dates and times in respect of the Scheme
Advanced Health Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2013/059246/06)
Share code: AVL ISIN: ZAE000189049
(“Advanced Health” or “the Company”)
POSTING OF SCHEME CIRCULAR AND SALIENT DATES AND TIMES IN RESPECT OF THE SCHEME
1. Posting of Scheme Circular and Notice of Scheme Meeting
Shareholders are referred to the firm intention announcement released on SENS by Advanced Health on
28 June 2023 wherein shareholders were advised that Advanced Health has concluded an agreement with
Eenhede Konsultante Eiendoms Beperk (“Eenhede Konsultante” or the “Offeror”) in terms of which the Offeror
shall make an offer to acquire all of the issued shares of Advanced Health, other than the Advanced Health
shares held by VC Family Trust, Carl Grillenberger Family Trust and Pres Medical Witbank Proprietary Limited,
for an offer consideration of 80 cents per Advanced Health share, to be effected by way of a scheme of
arrangement in terms of 114(1)(c) of the Companies Act, 71 of 2008 (the “Companies Act”) (read with section
115 of the Companies Act)) between Advanced Health and its shareholders (the “Scheme”).
On Wednesday, 26 July 2023, Advanced Health distributed a circular to its shareholders relating to the Scheme
(the “Scheme Circular”). The Scheme Circular incorporates a notice of Scheme Meeting for the purposes of
approving the resolutions required to implement the Scheme. The Scheme Meeting of Advanced Health
Shareholders will be held at 10:00 on Friday, 25 August 2023, at the registered offices of Advanced Health (2nd
Floor, Building 3, Walker Creek Office Park, 90 Florence Ribeiro Avenue, Muckleneuk, Pretoria, 0002) for the
purpose of considering and, if deemed fit, passing, with or without modification, the resolutions to approve the
Scheme in terms of section 114(1)(c) of the Companies Act (read with section 115 of the Companies Act).
Terms defined in the Scheme Circular will, where used in this announcement, bear the same meaning as
ascribed to them in the Scheme Circular.
A copy of the Scheme Circular is available on the Company’s website at
http://bit.ly/Delisting-Circular
2. Opinions and recommendations of the Independent Board
Advanced Health has appointed BDO Corporate Finance Proprietary Limited (the “Independent Expert”) to
act as independent expert in accordance with the requirements of the Companies Regulations to advise the
Independent Board and report to the Independent Board on the Scheme by way of a fair and reasonable
opinion.
The Independent Expert has delivered to the Independent Board, comprising Phil Jaffe, Dr Tommy Mthembu
and Cobus Visser, that the Scheme is fair and reasonable to Advanced Health Shareholders. The Independent
Board, having considered the terms of the Scheme and, inter alia, the opinion of the Independent Expert, is of
the view that the Scheme is fair and reasonable to Advanced Health Shareholders.
3. Salient dates and times
The salient dates and times in respect of the Scheme and its implementation are as follows:
2023
Record date for Shareholders to be recorded in the Register in order to be
entitled to receive the Circular Friday, 21 July
Circular together with the accompanying Notice, Form of Proxy and Form of
Surrender issued to Advanced Health Shareholders Wednesday, 26 July
Announcement relating to the issue of the Circular to Shareholders and Notice
released on SENS Wednesday, 26 July
Announcement relating to the issue of the Circular to Shareholders and Notice
published in the press Thursday, 27 July
Last day to trade in Advanced Health Shares on the JSE in order to be recorded
in the register to vote at the Scheme Meeting on Tuesday, 15 August
Voting Record Date to be eligible to vote at the Scheme Meeting Friday, 18 August
Last date and time to lodge Forms of Proxy in respect of the Scheme Meeting
with the transfer secretaries by 10:00 on (alternatively, the form of proxy may be Wednesday, 23 August
handed to the chairperson of the Scheme Meeting at any time)
Last date for Shareholders to give Notice of Objection to the Scheme Resolution Friday, 25 August
in terms of section 164(3) of the Companies Act by no later than 10:00 on
Scheme Meeting to be held at 10:00 on Friday, 25 August
Results of Scheme Meeting published on SENS Friday, 25 August
Results of Scheme Meeting published in the Press on or about Monday, 28 August
If the Scheme Resolution is approved at the Scheme Meeting by Scheme Members with sufficient voting
rights:
Last day for Shareholders who voted against the Scheme Resolution to require
the Company to seek Court approval for the Scheme in terms of section 115(3)(a)
of the Companies Act (if at least 15% of the total votes of Shareholders at the
Scheme Meeting were exercised against the Scheme), on Friday, 1 September
Last day on which Shareholders who voted against the Scheme Resolution can
make application to Court in terms of section 115(3)(b) of the Companies Act (if
at least 15% of the total votes of Shareholders at the Scheme Meeting were
exercised against the Scheme), on Friday, 8 September
Last date for the Company to give Notice of Adoption in terms of section 164(4) of
the Companies Act on Friday, 8 September
Last date for Dissenting Shareholders, by reason of adoption of the Scheme
Resolution, to make Valid Appraisal Demands in terms of section 164(7) of the
Companies Act Friday, 6 October
The following dates assume that no Court approval or review of the Scheme in terms of section 115(3) of
the Companies Act is required and that all Conditions Precedent are fulfilled or, where applicable, waived
and will be confirmed in the finalisation announcement if the Scheme becomes unconditional:
Expected date on which the Scheme is declared wholly unconditional and TRP Monday, 11 September
clearance certificate received
Finalisation announcement expected to be published on SENS Tuesday, 12 September
Expected Scheme LDT to be recorded in the Register on the Scheme Record Tuesday, 19 September
Date on
Expected date of suspension of listing of Shares on the JSE on Wednesday, 20 September
Scheme Record Date to receive settlement of the Scheme Consideration in terms Friday, 22 September
of the Scheme on
Expected Operative Date on Tuesday, 26 September
Dematerialised Scheme Participants expected to have their accounts held at their Tuesday, 26 September
Broker or CSDP debited with the Scheme Consideration on
Expected date of settlement of the Scheme Consideration to be paid electronically Tuesday, 26 September
to certificated Scheme Participants on
Expected date of the termination of listing of the Shares on the JSE at the Wednesday, 27 September
commencement of trade on
Notes:
1. All dates and times in respect of the Scheme are subject to change with the approval of the JSE and/or the
TRP to the extent required. The dates have been determined based on certain assumptions regarding the
dates by which certain regulatory approvals including, but not limited to, that of the JSE and TRP, will be
obtained and that no Court approval or review of the Scheme will be required. Any change of the dates will
be released on SENS.
2. Shareholders should note that as transactions in Shares are settled in the electronic settlement system
used by Strate, settlement of trades takes place three Business Days after such trade. Therefore, persons
who acquire Advanced Health Shares after the Voting LDT (i.e., Tuesday, 15 August 2023) will not be
eligible to vote at the Scheme Meeting but will, provided the Scheme is approved and they acquire the
Advanced Health Shares on or prior to the Scheme LDT (expected to be Tuesday, 19 September 2023),
participate in the Scheme.
3. For administrative purposes Shareholders are requested to submit a Form of Proxy to the Transfer
Secretaries before 10:00 on Wednesday, 23 August 2023. A Form of Proxy not lodged with the Transfer
Secretaries may be handed to the Chairperson of the Scheme Meeting at any time before the appointed
proxy exercises any of the relevant Shareholder’s rights at the Scheme Meeting (or any adjournment of the
Scheme Meeting). Dematerialised Shareholders who wish to attend the Scheme Meeting or appoint a proxy
to represent them at the Scheme Meeting, should instruct their CSDPs or Brokers to issue them with the
necessary letters of representation to attend the Scheme Meeting, in the manner stipulated in their Custody
Agreement.
4. If the Scheme Meeting is adjourned or postponed, Forms of Proxy submitted for the initial Scheme Meeting
will remain valid in respect of any adjournment or postponement of the Scheme Meeting.
5. All times given in the Circular are local times in South Africa.
6. If the Scheme becomes operative, share certificates may not be Dematerialised or and Dematerialised
Shares may not be rematerialised (i.e., converted into physical Documents of Title) after the Scheme LDT.
4. Responsibility statements
The Independent Board accepts responsibility for the information contained in this announcement, confirms
that to the best of its knowledge and belief, the information contained in this announcement is true and correct
and that this announcement does not omit anything likely to affect the importance of the information contained
in it.
Pretoria
26 July 2023
Corporate Advisor and Transaction Sponsor
Questco
Date: 26-07-2023 12:30:00
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