LHC: LIFE HEALTHCARE GROUP HOLDINGS LIMITED - Results of the Rights Offer Results of the 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Africa Registration Number: 2003/002733/06 ISIN: ZAE000145892 Share Code: LHC ("Life Healthcare" or "the Company") NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION. RESULTS OF THE RIGHTS OFFER 1. Introduction Life Healthcare shareholders are referred to the announcement released on the Stock Exchange News Service ("SENS") on 23 March 2017, relating to a renounceable rights offer to qualifying Life Healthcare shareholders to raise an aggregate amount of R9.0 billion (the "Rights Offer"). The Rights Offer consisted of an offer of 367 346 939 new Life Healthcare ordinary shares ("Rights Offer Shares") at a subscription price of R24.50 per Rights Offer Share. The Rights Offer was partially underwritten by Rand Merchant Bank (a division of FirstRand Bank Limited) and Absa Bank Limited (acting through its Corporate and Investment Banking division (together, the "Underwriters"). 2. Results of the Rights Offer The Rights Offer closed at 12:00 (South African Standard Time) on Thursday, 13 April 2017. The results of the Rights Offer are set out below: Number of Rights % of Rights Offer Shares Offer Rights Offer Shares available for subscription 367 346 939 100.0 Subscription for Rights Offer Shares 358 610 145 97.6 Applications for excess Rights Offer Shares 72 972 716 19.9 Excess Rights Offer Shares available to be allocated 8 736 794 2.4 The Underwriters will not be required to subscribe for any Rights Offer Shares. 3. Issue of Rights Offer Shares Share certificates will be posted to holders of certificated Life Healthcare ordinary shares who have followed their rights on Tuesday, 18 April 2017. The CSDP or broker accounts of holders of dematerialised Life Healthcare ordinary shares or their renouncees, who have followed their rights, will be credited with the Rights Offer Shares and debited with the payments due on Tuesday, 18 April 2017. 4. Excess applications The available excess Rights Offer Shares will be allocated in a manner regarded as equitable in terms of the JSE Listings Requirements, taking cognisance of the number of Life Healthcare ordinary shares held by the applicant, including those taken up as a result of the Rights Offer, and the number of excess Rights Offer Shares applied for by such Life Healthcare shareholder. Share certificates will be posted to holders of certificated Life Healthcare ordinary shares, who have been allocated excess Rights Offer Shares on or about Thursday, 20 April 2017. The CSDP or broker account of holders of dematerialised Life Healthcare ordinary shares who have been allocated excess Rights Offer Shares will be credited with the Rights Offer Shares and debited with the payments due on or about Thursday, 20 April 2017. Refund payments in respect of unsuccessful applications will be made to holders of certificated Life Healthcare ordinary shares on or about Thursday, 20 April 2017. No interest will be paid on monies received in respect of unsuccessful applications. Illovo 18 April 2017 Joint bookrunner, joint underwriter and sponsor Rand Merchant Bank (A division of FirstRand Bank Limited) Joint bookrunner and joint underwriter Absa Bank Limited (acting through its Corporate and Investment Banking division) International and South African legal counsel to Life Healthcare Allen & Overy LLP International legal counsel to the joint underwriters Linklaters LLP South African legal counsel to the joint underwriters Webber Wentzel Important Notice The information contained herein is not for release, publication or distribution, directly or indirectly, in or into the United States, its territories or possessions, 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 Underwriters 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, 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 information communicated or otherwise made available in this announcement 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. Date: 18/04/2017 10:10:00 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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