Wrap Text
Posting of circular relating to scrip distribution or cash dividend election
LIFE HEALTHCARE GROUP HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2003/002733/06)
ISIN: ZAE000145892
Share Code: LHC
(“Life” or “the Company”)
POSTING OF CIRCULAR RELATING TO SCRIP DISTRIBUTION OR CASH
DIVIDEND ELECTION
Shareholders are referred to the Company’s audited financial
results for the year ended 30 September 2017, published on the
Stock Exchange News Service (“SENS”) on 21 November 2017, in which
they were advised that Life’s board of directors had resolved to
declare a final distribution of fully-paid Life ordinary shares of
R0.000001 each (“the Scrip Distribution”) to ordinary Shareholders
(“Shareholders”) recorded in the register of the Company at the
close of business on the Record Date, being Friday, 5 January
2018.
Shareholders will, however, be entitled to elect to receive a cash
dividend of 45 cents per ordinary share of R0.000001 each held on
the Record Date, being Friday, 5 January 2018, in respect of all
or part of their ordinary shareholding, instead of the Scrip
Distribution (“the Cash Dividend”).
The Cash Dividend will be paid only to those:
- certificated Shareholders whose Forms of Election to
receive the Cash Dividend, in respect of all or part of
their shareholding, are received by the Transfer
Secretaries on or before 12h00 on Friday, 5 January
2018; and
- dematerialised Shareholders who have instructed their
CSDP or broker accordingly and in the manner and time
stipulated in their agreement with such CSDP or broker.
The number of Scrip Distribution shares to which each of the
Shareholders will become entitled pursuant to the Scrip
Distribution (to the extent that such Shareholders have not
elected to receive the Cash Dividend) will be determined by
reference to such Shareholder’s ordinary shareholding in Life (at
the close of business on the Record Date, being Friday, 5 January
2018) in relation to the ratio that 45 cents multiplied by 1.025
bears to the volume weighted average price (“VWAP”) of an ordinary
Life share traded on the JSE during the 15-day trading period
ending on Wednesday, 20 December 2017.
Where a Shareholder’s entitlement to new Life ordinary shares
calculated in accordance with the above formula gives rise to a
fraction of a new ordinary share, such fraction of a new ordinary
share will be rounded down to the nearest whole number, resulting
in allocations of whole ordinary shares and a cash payment for the
fraction.
Shareholders are advised that a circular, setting out, inter alia,
the terms of the Scrip Distribution and Cash Dividend (and including
a Form of Election) will be posted to Shareholders today, Tuesday,
12 December 2017 (“the Circular”). The Circular is also available
on the Company’s website, www.lifehealthcare.co.za.
Shareholders in the United States or US persons as defined in
Regulation S under the US Securities Act of 1933 who wish to
receive the Scrip Distribution must be qualified institutional
buyers as defined in Rule 144A under the Securities Act and also
qualified purchasers within the meaning of Section 2(a)(51)(A) of
the US Investment Company Act of 1940 and must complete and return
the investor letter attached to the Circular.
The salient dates for the proposed Scrip Distribution and Cash
Dividend, also contained in the Circular, are as follows:
EVENT 2017
Finalisation announcement released on SENS in Thursday, 21 December
respect of the ratio applicable to the Scrip
Distribution, based on the 15-day volume
weighted average price ending on Wednesday, 20
December 2017, by 11h00 on
Finalisation announcement published in the Friday, 22 December
press in respect of the ratio applicable to the
Scrip Distribution, based on the 15-day volume
weighted average price ending on Wednesday, 20
December 2017 on
2018
Last day to trade in order to be eligible for Tuesday, 2 January
the Scrip Distribution and the Cash Dividend
alternative
Ordinary shares trade “ex” the Scrip Wednesday, 3 January
Distribution and the Cash Dividend alternative
on
Listing and trading of maximum possible number Wednesday, 3 January
of ordinary shares on the JSE in terms of the
Scrip Distribution from the commencement of
business on
Announcement released on SENS in respect of the Thursday, 4 January
cash payment applicable to fractional
entitlements, based on the volume weighted
average price of an ordinary Life share traded
on the JSE on Wednesday, 3 January 2018,
discounted by 10%
Last day to elect to receive the Cash Dividend Friday, 5 January
alternative instead of the Scrip Distribution,
Forms of Election to reach the Transfer
Secretaries by 12h00 on
Record Date in respect of the Scrip Distribution Friday, 5 January
and the Cash Dividend alternative
Scrip Distribution certificates posted and Cash Monday, 8 January
Dividend payments made, CSDP/broker accounts
credited/updated, as applicable, on
Announcement relating to the results of the Monday, 8 January
Scrip Distribution and the Cash Dividend
alternative released on SENS on
Announcement relating to the results of the Tuesday, 9 January
Scrip Distribution and the Cash Dividend
alternative published in the press on
JSE listing of ordinary shares in respect of the Wednesday, 10 January
Scrip Distribution adjusted to reflect the
actual number of ordinary shares issued in terms
of the Scrip Distribution at the commencement
of business on or about
All times provided are South African local times. The above dates and times
are subject to change. Any material change will be announced on SENS.
Share certificates may not be dematerialised or rematerialised between
Wednesday, 3 January 2018 and Friday, 5 January 2018, both days inclusive.
Illovo
12 December 2017
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 12/12/2017 01:13:00 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.
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