LHC: LIFE HEALTHCARE GROUP HOLDINGS LIMITED - No change statement, notice of annual general meeting and update on proposed rights offer

2016-12-20 10:27:00
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 [5] 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'). 
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Source: JSE News Service (SENS)

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