LHC: LIFE HEALTHCARE GROUP HOLDINGS LIMITED - No change statement, notice of annual general meeting and update on proposed rights offer No change statement, notice of annual general meeting and update on proposed rights offer Life Healthcare Group Holdings Limited Incorporated in the Republic of South Africa Registration Number: 2003/002733/06 ISIN: ZAE000145892 Share Code: LHC ("Life Healthcare" or the "Company") NO CHANGE STATEMENT, NOTICE OF ANNUAL GENERAL MEETING AND UPDATE ON PROPOSED RIGHTS OFFER NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO CANADA, AUSTRALIA AND JAPAN 1. No change statement Life Healthcare shareholders are advised that the summarised consolidated annual financial results for the financial year ended 30 September 2016 contained in the notice of annual general meeting will be distributed to Life Healthcare shareholders on 20 December 2016 and contain no modifications to the audited results which were published on SENS on Friday, 11 November 2016. The integrated report will be available on the Life Healthcare website at www.lifehealthcare.co.za on or about 20 December 2016. 2. Notice of the annual general meeting Notice is hereby given that the annual general meeting of Life Healthcare shareholders will be held at The Wanderers Club, 21 North Street, Illovo, Johannesburg on Wednesday, 25 January 2017 at 16h00 (SAST) to transact the business as stated in the annual general meeting notice forming part of the annual financial statements. 3. Salient dates Record date to determine which Life Healthcare shareholders are entitled to Friday, 9 December 2016 receive the notice of annual general meeting Last day to trade in order to be eligible to attend and vote at the annual Tuesday, 17 January 2017 general meeting Record date to determine which Life Healthcare shareholders are entitled to Friday, 20 January 2017 attend and vote at the annual general meeting Forms of proxy for the annual general meeting to be lodged by 16h00 (SAST) Monday, 23 January 2017 on* *any proxies not lodged by this time must be handed to the chairperson of the annual general meeting immediately prior to the annual general meeting. 4. Update on the proposed Rights Offer Life Healthcare shareholders are referred to the announcement released on SENS on 16 November 2016 regarding the Company´s acquisition of UK-based Alliance Medical Group Limited (the "Acquisition"), funded through a bridge facility. Life Healthcare´s board of directors (the "Board") has resolved to undertake a fully underwritten, renounceable rights offer (the "Rights Offer") in the amount of up to R10.7 billion in order to refinance a portion of the bridge facility together with associated financing costs. Following the Acquisition and the drawdown of the bridge facility, the Company´s net debt position has increased. Following the proposed Rights Offer and the repayment of the bridge facility, the Company expects to substantially reduce its net debt position. The Board considers its expected post-Rights Offer net debt position to be at the appropriate level of gearing for the Company to restore its investment grade credit rating, to maintain sufficient financial flexibility to pursue its planned capital investment program and to continue paying dividends. The implementation of the proposed Rights Offer is subject to Life Healthcare shareholders´ approval of the following resolutions proposed at the annual general meeting to be held on 25 January 2017: - Ordinary resolution number  to place the authorised but unissued shares in the Company under the control of the directors of the Company; and - Special resolutions numbers [1 and 6] to approve, to the extent necessary, the issue of 30% or more of the Company´s ordinary shares, and to issue such shares to any persons falling within the ambit of section 41(1) respectively. The final terms of the Rights Offer will be announced as soon as practicable after the annual general meeting. Further financial information on Alliance Medical Group Limited is expected to be published on or around 13 January 2017. Illovo 20 December 2016 Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) IMPORTANT INFORMATION This announcement includes certain forward-looking statements, beliefs or opinions, including statements with respect to Life Healthcare´s business, financial condition, results of operations and prospects. Forward- looking statements are typically identified by the use of forward looking terminology such as "believes", "expects", "may", "will", "could", "should", "intends", "estimates", "plans", "assumes", "anticipates", "annualized", "goal", "target" or "aim" or the negative thereof or other variations thereof or comparable terminology, or by discussions of strategy that involve risk and uncertainties. These statements reflect the directors' beliefs and expectations and involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. No representation is made that any of these statements or forecasts will come to pass or that any forecast results will be achieved. There are a number of risks, uncertainties and factors that could cause actual results and developments to differ materially from those expressed or implied by these statements and forecasts. Past performance cannot be relied on as a guide to future performance. Forward-looking statements speak only as at the date of this presentation, and Life Healthcare expressly disclaims any obligations or undertaking to release any update of, or revisions to, any forward-looking statements in this presentation. No statement in this announcement is intended to be a profit forecast. As a result, you are cautioned not to place any undue reliance on such forward-looking statements. This announcement is not and does not contain an offer of securities for sale or a solicitation of an offer to purchase or subscribe for securities in Australia, Canada or Japan or any other state or jurisdiction in which such release, publication or distribution would be unlawful. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States absent registration or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of the securities in the United States. Subject to certain exceptions, the securities may not be offered or sold in Australia, Canada or Japan or to, of for the account or benefit of any national, resident or citizen of such countries. This announcement is only being distributed to and is only directed at: (i) persons who are outside the United Kingdom; or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order; or (iv) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated; or (v) persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. In any EEA Member State other than the United Kingdom that has implemented Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU to the extent implemented in the relevant Member State, together with any applicable implementing measures in any Member State, the "Prospectus Directive") this announcement is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive. This announcement does not constitute or form a part of any offer or solicitation or advertisement to purchase and/or subscribe for securities in South Africa, including an offer to the public for the sale of, or subscription for, or the solicitation or advertisement of an offer to buy and/or subscribe for, shares as defined in the South African Companies Act, No. 71 of 2008 (as amended) or otherwise (the "Act") and will not be distributed to any person in South Africa in any manner that could be construed as an offer to the public in terms of the Act. These materials do not constitute a prospectus registered and/or issued in terms of the Act. Nothing in these materials should be viewed, or construed, as "advice", as that term is used in the South African Financial Markets Act, No. 19 of 2012, as amended, and/or Financial Advisory and Intermediary Services Act, No. 37 of 2002, as amended. Date: 20/12/2016 10:27:00 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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