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Posting Of Circular To Shareholders And Notice Of General Meeting
RH BOPHELO LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2016/533398/06)
(JSE Share Code: RHB, ISIN: ZAE000244737)
(“RH Bophelo” or “the Company”)
POSTING OF CIRCULAR TO SHAREHOLDERS AND NOTICE OF GENERAL MEETING
1. INTRODUCTION
RH Bophelo listed as a SPAC in July 2017 and raised R500m on listing. Since listing, RH Bophelo
has concluded and entered into transactions such that that the initial R500m that was raised on
listing will be fully utilised in the coming months.
RH Bophelo has a pipeline of opportunities of R1.5 billion. These opportunities are far progressed,
and RH Bophelo is confident that it would be able to conclude on these transactions in the next 3
to 6 months. The pipeline will further develop RH Bophelo’s healthcare platform and is in line with
RH Bophelo’s growth strategy. As a result, RH Bophelo will be launching a rights offer during
November / December 2019 to raise an additional R1.5 billion in capital from Shareholders, subject
to favourable market conditions (“Proposed Rights Offer”).
2. PROPOSED RIGHTS OFFER
The Proposed Rights Offer is intended to be completed on the terms, and subject to the conditions,
which will be communicated to shareholders in due course. The number of A ordinary shares to be
issued and the price at which the A ordinary shares will be issued is subject to prevailing market
conditions at the time the Proposed Rights Offer is launched. Due to the fact that the exact market
conditions at the time the Proposed Rights Offer will be launched is unknown at the date of this
announcement, RH Bophelo has provided for a maximum number of A ordinary shares to be placed
under the control of Directors (180,000,000) and as a result, the actual number of A ordinary shares
to be issued, pursuant to the Proposed Rights Offer, may be less, however, it cannot be more.
For the avoidance of doubt, the A ordinary shares to be placed under the control of the Directors
can only be used for the Proposed Rights Offer.
3. REQUISITE RESOLUTIONS
To implement the Proposed Rights Offer, RH Bophelo is required to obtain the requisite shareholder
approval for the following resolutions:
- the authorisation to issue additional A ordinary shares with voting power that will, upon issue,
exceed 30% of the existing voting power of the ordinary shares currently in issue, as required
by section 41 of the Companies Act, No. 71 of 2008, as amended from time to time; and
- the granting of a general authority to the directors of RH Bophelo to issue such number of
additional A ordinary shares in the authorised but unissued share capital of RH Bophelo as may
be required for the purpose of implementing the Proposed Rights Offer, limited to 180,000,000
A ordinary shares.
collectively, “the Requisite Resolutions”.
4. POSTING OF THE CIRCULAR TO SHAREHOLDERS AND NOTICE OF GENERL MEETING
Shareholders are advised that a circular to shareholders setting out full details of the Requisite
Resolutions, including the notice convening a general meeting of shareholders (“the General
Meeting”), was posted to shareholders on Monday, 7 October 2019. The circular is also available
on the Company’s website at www.rhbophelo.co.za.
Shareholders are accordingly advised that the General Meeting will be held at 10:00 on, Tuesday,
5 November 2019 at RH Bophelo’s head office (3rd floor, 18 Melrose Boulevard, Melrose Arch,
Melrose North, Johannesburg, 2076, South Africa).
5. SALIENT DATES AND TIMES IN RELATION TO THE GENERAL MEETING
The salient dates and time in relation to the General Meeting are set out below:
20191
Record date to be entitled to receive the circular incorporating the notice
Friday, 27 September
convening the general meeting
Monday, 7 October
Circular and notice of general meeting posted to shareholders
Last day to trade in A ordinary shares in order to be reflected in the
Tuesday, 22 October
Register on the general meeting record date
Record date to participate in and vote at the general meeting Friday, 25 October
Last day for receipt of forms of proxy (yellow) in respect of the general
Friday, 1 November
meeting by 10h00 on
General meeting of shareholders to be held at 10h00 on Tuesday, 5 November
Results of general meeting released on SENS on Tuesday, 5 November
Results of general meeting published in the press on Wednesday, 6 November
Notes:
1. All of the above dates and times are subject to change. Any changes made will be notified to
Shareholders by release 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 A Ordinary Shares after the last day to trade as detailed in the
table above, will not be able to vote thereat.
3. A Shareholder may submit the form of proxy (yellow) at any time before the commencement of
the General Meeting (or any adjournment of the General Meeting) or hand it to the chairperson
of the General Meeting before the appointed proxy exercises any of the relevant Shareholders’
rights at the General Meeting (or any adjournment of the General Meeting), provided that,
should a Shareholder lodge the form of proxy (yellow) with the Transfer Secretaries less than
48 (forty eight) hours before the General Meeting, a Shareholder will also be required to furnish
a copy of such form of proxy (yellow) to the chairperson of the General Meeting before the
appointed proxy exercises any of such Shareholder’s rights at the General Meeting (or any
adjournment of the General Meeting).
4. If the General Meeting is adjourned or postponed, forms of proxy (yellow) submitted for the
initial General Meeting will remain valid in respect of any such adjournment or postponement.
All times given in this Circular are local times in South Africa.
5. Forms of proxy may be handed to the chairperson of the General Meeting at any time.
Johannesburg
7 October 2019
Sponsor to RH Bophelo: Deloitte & Touche Sponsor Services Proprietary Limited
Date: 07/10/2019 11:52:00
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