LHC: LIFE HEALTHCARE GROUP HOLDINGS LIMITED - Update on proposed rights offer and modifications to resolutions contained in the notice of annual general meeting

2017-01-20 15:32:00
LHC: LIFE HEALTHCARE GROUP HOLDINGS LIMITED - Update on proposed rights offer and modifications to resolutions contained in the notice of annual general meeting
Update on proposed rights offer and modifications to resolutions contained in the notice of annual general meeting
Life Healthcare Group Holdings Limited
Incorporated in the Republic of South Africa
Registration Number: 2003/002733/06
JSE share Code: LHC
ISIN: ZAE000145892
("Life Healthcare" or the "Company")
Life Healthcare shareholders are referred to the SENS announcements dated 16 November 2016 and 20
December 2016, wherein Life Healthcare announced the acquisition of Alliance Medical Group Limited
("Alliance Medical") and a proposed renounceable rights offer ("Rights Offer") to refinance a portion of
the acquisition bridge facility.
Following further engagement and consultation with Life Healthcare shareholders, the board of directors
("Board") has determined that the Company will seek to raise R9.0 billion through the Rights Offer. The
Board believes that this proposed equity capital raising balances the views expressed by shareholders
regarding the Company´s net debt position, financial flexibility and ability to continue paying dividends
going forward.
The implementation of the proposed Rights Offer is subject to the approval of Life Healthcare shareholders
at the annual general meeting to be held on 25 January 2017. The resolutions required to be passed in
order to undertake the Rights Offer (being ordinary resolution number 5 and special resolutions number 1
and 6) will accordingly be proposed with the modification that the Rights Offer is subject to a maximum
amount of R9.0 billion and not R10.7 billion as previously envisaged.
The final terms of the Rights Offer will be announced as soon as practicable after the annual general
20 January 2017
 Rand Merchant Bank (A division of FirstRand Bank Limited)

Important Notice
The information contained herein is not for release, publication or distribution, directly or indirectly, in or
into Canada, Australia or Japan or any other jurisdiction in which the distribution or release would be
unlawful. These materials are not and do not contain an offer of securities for sale or a solicitation of an
offer to purchase or subscribe for securities in any jurisdiction, including the United States, Australia,
Canada or Japan or any other state or jurisdiction in which such release, publication or distribution would
be unlawful. The securities to which these materials relate (the "Securities") have not been, and will not
be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be
offered or sold in the United States unless registered under the Securities Act or pursuant to an exemption
from, or in a transaction not subject to, registration under 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, or for the account or benefit of, any national, resident or citizen
of such countries.
These materials are only being distributed to and are 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 announcement or any of its contents.
In any member state of the European Economic Area (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.
These materials do 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 this announcement 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.
The contents of this announcement have not been verified by the banks appointed as joint bookrunners in
connection with the Rights Offer or any of their respective affiliates (together, the "Banks"). The Banks
are each acting exclusively for Life Healthcare and for no-one else in connection with any transaction
mentioned in these materials and will not regard any other person (whether or not a recipient of this
announcement) as a client in relation to any such transaction and will not be responsible to any other
person for providing the protections afforded to their respective clients, or for advising any such person on
the contents of these materials or in connection with any transaction referred to in this announcement.
No reliance may be placed for any purposes whatsoever on the information contained in this
announcement or on its accuracy or completeness. No representation or warranty, expressed or implied,
is given by or on behalf of Life Healthcare, Alliance Medical, the Banks or their respective affiliates,
directors, officers or employees, advisors or any other person as to the accuracy or completeness of the
information or opinions contained in this announcement, and no liability whatsoever is accepted for any
such information or opinions or any use which may be made of them.
Persons receiving this announcement should make all trading and investment decisions in reliance on
their own judgement and not in reliance on the Banks or this document. None of the Banks is providing
any such persons with advice on the suitability of the matters set out in this announcement or otherwise
providing them with any investment advice or personal recommendations. Any presentations, research or
other information communicated or otherwise made available in this document is incidental to the provision
of services by the Banks to Life Healthcare and is not based on individual circumstances.
All investment is subject to risk. The value of the securities offered may go down as well as up. Past
performance is no guarantee of future returns. Potential investors are advised to seek expert financial
advice before making any investment decision.
Forward-Looking Statements
This announcement includes certain forward-looking statements, beliefs or opinions, including statements
with respect to Life Healthcare or Alliance Medical´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 announcement, and Life Healthcare expressly disclaims any obligations or undertaking to release any
update of, or revisions to, any forward-looking statements in this announcement. 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. Please refer to the Life Healthcare´s Integrated Report for
the financial year ended 30 September 2016 for a description of certain important factors, risks and
uncertainties that may affect Life Healthcare´s businesses.

Date: 20/01/2017 03:32:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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