LHC: LIFE HEALTHCARE GROUP HOLDINGS LIMITED - Posting of circular relating to scrip distribution or cash dividend election 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 2016, released on the Stock Exchange News Service ("SENS") on 11 November 2016 ("Results Announcement"), 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 Thursday, 15 December 2016. Shareholders will, however, be entitled to elect to receive a cash dividend of 92 cents per ordinary share of R0.000001 each on the Record Date, being Thursday, 15 December 2016, 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 Thursday, 15 December 2016; 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 Thursday, 15 December 2016) in relation to the ratio that 92 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 Friday, 2 December 2016. The application of the 1.025 factor in the Scrip Distribution pricing mechanism is intended to incorporate a 2.5% discount on the 15-day VWAP for Shareholders not electing to receive the Cash Dividend Alternative. If the application of this ratio gives rise to a fraction of an 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. The cash payment will be determined with reference to the VWAP of an ordinary Life share traded on the JSE on Tuesday, 13 December 2016 (being the day on which an ordinary Life share begins trading `ex´ the entitlement to receive the Scrip Distribution or Cash Dividend alternative), discounted by 10%. The applicable cash payment will be announced on SENS on Wednesday, 14 December 2016. 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, Wednesday, 23 November 2016 ("the Circular"). The Circular is also available on the Company´s website, www.lifehealthcare.co.za. The salient dates for the proposed Scrip Distribution and Cash Dividend, also contained in the Circular, are as follows: EVENT 2016 Announcement released on SENS in respect of the ratio applicable Monday, 5 December to the Scrip Distribution, based on the 15-day volume weighted average price ending on Friday, 2 December 2016 on Announcement published in the press of the ratio applicable to the Tuesday, 6 December Scrip Distribution, based on the 15-day volume weighted average price ending on Friday, 2 December 2016 on Last day to trade in order to be eligible for the Scrip Distribution and Monday, 12 December the Cash Dividend alternative Ordinary shares trade "ex" the Scrip Distribution and the Cash Tuesday, 13 December Dividend alternative on Listing and trading of maximum possible number of ordinary shares Tuesday, 13 December on the JSE in terms of the Scrip Distribution from the commencement of business on Announcement released on SENS in respect of the cash payment Wednesday, 14 December applicable to fractional entitlements, based on the volume weighted average price of an ordinary Life share traded on the JSE on Tuesday, 13 December 2016, discounted by 10% Last day to elect to receive the Cash Dividend alternative instead of Thursday, 15 December the Scrip Distribution, Forms of Election to reach the Transfer Secretaries by 12h00 on Record Date in respect of the Scrip distribution and the Cash Thursday, 15 December Dividend alternative Scrip Distribution shares issued to shareholders on the South African Monday, 19 December register and Scrip Distribution, certificates posted and Cash Dividend payments made, CSDP/broker accounts credited/updated, as applicable, on Announcement relating to the results of the Scrip Distribution and Monday, 19 December the Cash Dividend alternative released on SENS on Announcement relating to the results of the Scrip Distribution and Tuesday, 20 December the Cash Dividend alternative published in the press on JSE listing of ordinary shares in respect of the Scrip Distribution Wednesday, 21 December 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 rematerialized between Tuesday, 13 December 2016 and Thursday, 15 December 2016, both days inclusive. Illovo 23 November 2016 Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 23/11/2016 03:38:00 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.
Source: JSE News Service (SENS)
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