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Posting of Scheme Circular and salient dates and times in respect of the Scheme

Published: 2023-07-26 13:30:34 ET
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Advanced Health Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2013/059246/06)
Share code: AVL ISIN: ZAE000189049
(“Advanced Health” or “the Company”)


POSTING OF SCHEME CIRCULAR AND SALIENT DATES AND TIMES IN RESPECT OF THE SCHEME


1. Posting of Scheme Circular and Notice of Scheme Meeting

   Shareholders are referred to the firm intention announcement released on SENS by Advanced Health on
   28 June 2023 wherein shareholders were advised that Advanced Health has concluded an agreement with
   Eenhede Konsultante Eiendoms Beperk (“Eenhede Konsultante” or the “Offeror”) in terms of which the Offeror
   shall make an offer to acquire all of the issued shares of Advanced Health, other than the Advanced Health
   shares held by VC Family Trust, Carl Grillenberger Family Trust and Pres Medical Witbank Proprietary Limited,
   for an offer consideration of 80 cents per Advanced Health share, to be effected by way of a scheme of
   arrangement in terms of 114(1)(c) of the Companies Act, 71 of 2008 (the “Companies Act”) (read with section
   115 of the Companies Act)) between Advanced Health and its shareholders (the “Scheme”).

   On Wednesday, 26 July 2023, Advanced Health distributed a circular to its shareholders relating to the Scheme
   (the “Scheme Circular”). The Scheme Circular incorporates a notice of Scheme Meeting for the purposes of
   approving the resolutions required to implement the Scheme. The Scheme Meeting of Advanced Health
   Shareholders will be held at 10:00 on Friday, 25 August 2023, at the registered offices of Advanced Health (2nd
   Floor, Building 3, Walker Creek Office Park, 90 Florence Ribeiro Avenue, Muckleneuk, Pretoria, 0002) for the
   purpose of considering and, if deemed fit, passing, with or without modification, the resolutions to approve the
   Scheme in terms of section 114(1)(c) of the Companies Act (read with section 115 of the Companies Act).
   Terms defined in the Scheme Circular will, where used in this announcement, bear the same meaning as
   ascribed to them in the Scheme Circular.

   A copy of the Scheme Circular is available on the Company’s website at
   http://bit.ly/Delisting-Circular

2. Opinions and recommendations of the Independent Board

    Advanced Health has appointed BDO Corporate Finance Proprietary Limited (the “Independent Expert”) to
    act as independent expert in accordance with the requirements of the Companies Regulations to advise the
    Independent Board and report to the Independent Board on the Scheme by way of a fair and reasonable
    opinion.

    The Independent Expert has delivered to the Independent Board, comprising Phil Jaffe, Dr Tommy Mthembu
    and Cobus Visser, that the Scheme is fair and reasonable to Advanced Health Shareholders. The Independent
    Board, having considered the terms of the Scheme and, inter alia, the opinion of the Independent Expert, is of
    the view that the Scheme is fair and reasonable to Advanced Health Shareholders.

3. Salient dates and times

    The salient dates and times in respect of the Scheme and its implementation are as follows:

                                                                                                              2023

  Record date for Shareholders to be recorded in the Register in order to be
                                                                                                    Friday, 21 July
  entitled to receive the Circular

  Circular together with the accompanying Notice, Form of Proxy and Form of
                                                                                              Wednesday, 26 July
  Surrender issued to Advanced Health Shareholders

  Announcement relating to the issue of the Circular to Shareholders and Notice
                                                                                              Wednesday, 26 July
  released on SENS
Announcement relating to the issue of the Circular to Shareholders and Notice
                                                                                             Thursday, 27 July
published in the press

Last day to trade in Advanced Health Shares on the JSE in order to be recorded             Tuesday, 15 August
in the register to vote at the Scheme Meeting on
Voting Record Date to be eligible to vote at the Scheme Meeting                              Friday, 18 August

Last date and time to lodge Forms of Proxy in respect of the Scheme Meeting
with the transfer secretaries by 10:00 on (alternatively, the form of proxy may be      Wednesday, 23 August
handed to the chairperson of the Scheme Meeting at any time)

Last date for Shareholders to give Notice of Objection to the Scheme Resolution              Friday, 25 August
in terms of section 164(3) of the Companies Act by no later than 10:00 on
Scheme Meeting to be held at 10:00 on                                                        Friday, 25 August
Results of Scheme Meeting published on SENS                                                  Friday, 25 August
Results of Scheme Meeting published in the Press on or about                               Monday, 28 August

If the Scheme Resolution is approved at the Scheme Meeting by Scheme Members with sufficient voting
rights:

Last day for Shareholders who voted against the Scheme Resolution to require
the Company to seek Court approval for the Scheme in terms of section 115(3)(a)
                                                                                          Friday, 1 September
of the Companies Act (if at least 15% of the total votes of Shareholders at the
Scheme Meeting were exercised against the Scheme), on

Last day on which Shareholders who voted against the Scheme Resolution can
make application to Court in terms of section 115(3)(b) of the Companies Act (if
                                                                                          Friday, 8 September
at least 15% of the total votes of Shareholders at the Scheme Meeting were
exercised against the Scheme), on
Last date for the Company to give Notice of Adoption in terms of section 164(4) of
                                                                                          Friday, 8 September
the Companies Acton
Last date for Dissenting Shareholders, by reason of adoption of the Scheme                Friday, 6 October
Resolution, to make Valid Appraisal Demands in terms of section 164(7) of the
Companies Act
The following dates assume that no Court approval or review of the Scheme in terms of section 115(3) of
the Companies Act is required and that all Conditions Precedent are fulfilled or, where applicable, waived
and will be confirmed in the finalisation announcement if the Scheme becomes unconditional:
Expected date on which the Scheme is declared wholly unconditional and TRP              Monday, 11 September
clearance certificate received
Finalisation announcement expected to be published on SENS                             Tuesday, 12 September
Expected Scheme LDT to be recorded in the Register on the Scheme Record                Tuesday, 19 September
Date on
Expected date of suspension of listing of Shares on the JSE on                       Wednesday, 20 September
Scheme Record Date to receive settlement of the Scheme Consideration in terms            Friday, 22 September
of the Scheme on
Expected Operative Date on                                                             Tuesday, 26 September
Dematerialised Scheme Participants expected to have their accounts held at their       Tuesday, 26 September
Broker or CSDP debited with the Scheme Consideration on
Expected date of settlement of the Scheme Consideration to be paid electronically      Tuesday, 26 September
to certificated Scheme Participants on
     Expected date of the termination of listing of the Shares on the JSE at the          Wednesday, 27 September
     commencement of trade on
Notes:

1.        All dates and times in respect of the Scheme are subject to change with the approval of the JSE and/or the
          TRP to the extent required. The dates have been determined based on certain assumptions regarding the
          dates by which certain regulatory approvals including, but not limited to, that of the JSE and TRP, will be
          obtained and that no Court approval or review of the Scheme will be required. Any change of the dates will
          be released on SENS.
2.        Shareholders should note that as transactions in Shares are settled in the electronic settlement system
          used by Strate, settlement of trades takes place three Business Days after such trade. Therefore, persons
          who acquire Advanced Health Shares after the Voting LDT (i.e., Tuesday, 15 August 2023) will not be
          eligible to vote at the Scheme Meeting but will, provided the Scheme is approved and they acquire the
          Advanced Health Shares on or prior to the Scheme LDT (expected to be Tuesday, 19 September 2023),
          participate in the Scheme.
3.        For administrative purposes Shareholders are requested to submit a Form of Proxy to the Transfer
          Secretaries before 10:00 on Wednesday, 23 August 2023. A Form of Proxy not lodged with the Transfer
          Secretaries may be handed to the Chairperson of the Scheme Meeting at any time before the appointed
          proxy exercises any of the relevant Shareholder’s rights at the Scheme Meeting (or any adjournment of the
          Scheme Meeting). Dematerialised Shareholders who wish to attend the Scheme Meeting or appoint a proxy
          to represent them at the Scheme Meeting, should instruct their CSDPs or Brokers to issue them with the
          necessary letters of representation to attend the Scheme Meeting, in the manner stipulated in their Custody
          Agreement.
4.        If the Scheme Meeting is adjourned or postponed, Forms of Proxy submitted for the initial Scheme Meeting
          will remain valid in respect of any adjournment or postponement of the Scheme Meeting.
5.        All times given in the Circular are local times in South Africa.
6.        If the Scheme becomes operative, share certificates may not be Dematerialised or and Dematerialised
          Shares may not be rematerialised (i.e., converted into physical Documents of Title) after the Scheme LDT.

4. Responsibility statements

      The Independent Board accepts responsibility for the information contained in this announcement, confirms
      that to the best of its knowledge and belief, the information contained in this announcement is true and correct
      and that this announcement does not omit anything likely to affect the importance of the information contained
      in it.


      Pretoria

      26 July 2023


      Corporate Advisor and Transaction Sponsor