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Proposed Clean-out Dividend and circular to Shareholders

Published: 2023-08-16 10:15:19 ET
<<<  go to JSE:AVL company page
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”)


Proposed clean-out dividend and circular to shareholders


1. Introduction

In the Firm Intention Announcement released on SENS on Wednesday, 28 June 2023 (“the Firm Intention
Announcement”), Advanced Health shareholders were advised that Advanced Health had concluded an
agreement with Eenhede Konsultante Eiendoms Beperk in terms of which the Offeror would make an offer
to acquire all of the issued shares of Advanced Health, other than the Advanced Health shares held by the
Excluded Shareholders (as defined in the scheme circular dated 26 July 2023), for an offer consideration
of 80 cents per Advanced Health share, to be effected by way of a Scheme of arrangement in terms the
Companies Act, between Advanced Health and its shareholders other than the Offeror and the Excluded
Shareholders. The implementation of the Scheme will result in Advanced Health’s delisting from the JSE
Limited. The terms used in this announcement bear the same meaning as those defined in the Firm
Intention Announcement.

Following further shareholder engagement in respect of the Scheme, Advanced Health intends declaring
and paying a “Clean-Out Dividend” of 20 cents per Advanced Health share to all Advanced Health
shareholders who hold Advanced Health Shares on the record date for the implementation of the Scheme.


2. The Clean-Out Dividend

The Clean-Out Dividend will be declared subject to the condition precedent that the Scheme is declared
wholly unconditional in accordance with its terms.

In terms of section 126(1)(g) of the Companies Act, for so long Advanced Health is in an offer period (as
defined in section 117(1)(g) of the Companies Act) as a result of the Scheme being proposed to
shareholders, the board of directors (“Board”) may not make a distribution that is abnormal as to timing
and amount without the prior written approval of the Takeover Regulation Panel (“TRP”) and the approval
of shareholders.

The TRP has approved the Clean-Out Dividend, subject to Advanced Health obtaining shareholder
approval for the Clean-Out Dividend by way of an ordinary resolution.

Accordingly, Advanced Health shareholders will be requested to approve a resolution (“the Resolution”) in
accordance with the instructions set out in “Action Required” section of the circular mentioned in paragraph
3 below.

Eenhede Konsultante and the Excluded Shareholders, who collectively hold 71.13% of the Advanced
Health Shares in issue, have provided an irrevocable undertaking to vote in favour of the resolution.


3. Distribution of circular

The Board has resolved that the resolution relating to the Clean-Out Dividend be approved by shareholders
by written consent, in terms of section 60 of the Companies Act.
A circular providing shareholders with relevant information relating to the Clean-Out Dividend (“the
Circular”) has been distributed to shareholders today and is available on the Company’s website at
https://bit.ly/AVLDDC.

The salient dates and times relating to the Clean-Out Dividend is set out below:
                                                                                                     2023
Record date to determine which Shareholders are eligible to receive the                   Friday, 4 August
Circular and vote on the resolution
Circular distributed to shareholders and announced on SENS                          Wednesday, 16 August
Deemed date of delivery (at least 7 calendar days from distribution of the          Wednesday, 23 August
Circular)
Voting period opens                                                                 Wednesday, 23 August
Last day for voting (20 business days from voting period opening)                          Wednesday, 20
                                                                                              September
Results of voting released on SENS                                                 Thursday, 21 September

Notes:
1.   All dates and times indicated above are South African Standard Time.
2.   The above dates and times are subject to amendment at the discretion of the Company. Any
     such amendment will be released on SENS.

4. Responsibility statements

The Independent Board, as defined in the Scheme circular dated 26 July 2023, 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

16 August 2023


Corporate Advisor and Transaction Sponsor