For our investors – RH Bophelo

This Integrated Report (IR) presents the financial results and the economic, environmental, social and governance performance of RH Bophelo (the ‘Company’ or ‘RH Bophelo’). The Company’s Board of Directors (the Board) is key to realising RH Bophelo’s commitment to generate and sustain shareholder wealth and value over the short, medium, and long term.

The Integrated Report includes reports on the operations of the Company. It also outlines how the organisation’s strategy has been executed to create value over time. This report is primarily prepared for investors but incorporates information pertaining to other relevant stakeholders.

Download the RH Bophelo Integrated Annual Report 2021 ⟶

Audited Annual Financial Statements for the year ended 28 February 2021

Preparation of annual financial statements
The audited annual financial statements for the year ended 28 February 2021, as set out on pages 14 to 65 were prepared under the supervision of Mr Dion Mhlaba CA(SA). The financial statements have been audited in compliance with the applicable requirements of the Companies Act.

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Summary abridged results for the year ended 28 February 2021

The key financial indicators reflected in these financial results are:

Net asset value increased by 34% year on year, from a balance of R647 million to R864 million;
Investment income increased by 79% year on year, from R105 million to R188 million;
Total income before tax increased by 84% year on year, from R90 million to R166 million;
Total income after tax increased by 87% year on year, from R70 million to R131 million;
Basic earnings per share and headline earnings per share increased by 67%, to R2,18 per share (2020: R1,31 per share);
Net asset value per share increased by 15%, to R13,36 per share (2020: R11,56 per share); and
The board approved and declared a final gross dividend of 15 ZAR cents per “A” ordinary share from income reserves for the year ended 28 February 2021 (2020: 0 ZAR cents per share).

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Independent auditor’s review report on condensed interim financial statements

We have reviewed the condensed financial statements of RH Bophelo Limited, contained in the accompanying interim report, which comprised the condensed statement of financial position as at 31 August 2020 and the condensed statements of comprehensive income, changes in equity and cash flows for the six-months then ended, and selected explanatory notes.

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Reviewed Condensed Interim Results for the Six Months 31 August 2020

Download the Interim Results 2020 ⟶

RH Bophelo Integrated Annual Report 2020

Download the RH Bophelo IAR 2020 ⟶

RH Bophelo Signed Financial Statements

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RH Bophelo Limited B-BBEE Certificate 2020

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Reviewed Condensed Provisional Results for the Year Ended 29 February 2020

The Board of Directors (“the Board”) of the Company is pleased to present the provisional results for the year ended 29 February 2020. The company seeks to generate returns for its shareholders through various investments in the healthcare and financial services sector. The company is involved in making equity, quasi-equity, and equity-related investments in healthcare and financial services. The company executes on its investment mandate primarily through two wholly-owned subsidiaries, RH Bophelo Operating Company Proprietary Limited (“RHBO”) and RH Financial Services Proprietary Limited (“RHFS”). These subsidiaries are utilised in order to acquire various investments on behalf of the company. RHB has been listed on the Johannesburg Stock Exchange (“JSE”) since 12 July 2017, raising R500 million through the issue of 50 000 000 “A” ordinary shares at R10 a share, with a secondary listing on 1 June 2020 on the Rwanda Stock Exchange.

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Download the RH Bophelo Review Opinion ⟶

Information Memorandum: The Cross Listing on the Official List of the Rwanda Stock Exchange by way of Introduction

The Directors, having made all reasonable inquiries, confirm that this Information Memorandum contains all information with respect to the Company and the A Ordinary Shares to be listed by it which is material in the context of the A Ordinary Shares, that the information contained in this Information Memorandum is true and accurate in all material respects and is not misleading, that the opinions and intentions expressed in this Information Memorandum are honestly held and that there are no other facts, the omission of which, would make any of such information or the expression of any such opinions or intentions misleading. The Directors have taken reasonable care to ensure that the information contained in this Information Memorandum is in accordance with the regulations issued by the CMA, and there are no other facts, which, in the Directors’ knowledge and belief, should be included in this Information Memorandum. The Directors accept responsibility accordingly.

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Secondary Listing Of RH Bophelo On The Rwanda Stock Exchange

In April 2020, the Directors, subject to approval by the relevant regulatory authorities, approved RH Bophelo’s proposed secondary listing on the Rwanda Stock Exchange (“RSE”) (“RSE Listing”). RH Bophelo’s primary listing and exchange will remain as the JSE with the RSE Listing being a secondary listing (“Secondary Listing”).

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RH Bophelo – shares under the control circular

Relating to:
• the placing of a maximum of 180 000 000 authorised but unissued “A” ordinary shares under the control of the Directors; and
• approval as required by section 41(3) of the Companies Act to issue additional shares pursuant to the rights offer, a number of additional shares would be in excess of 30% of the Company’s total issued ordinary share capital as at the date of this Circular.

And incorporating:
• a notice convening the general meeting; and
• a form of proxy in respect of the general meeting.

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Unaudited condensed interim results for the six months ended 31 August 2019

As at 31 August 2019, the Company had access to R44 million, net of R220 million committed to existing investments. The Company has progressed on new investment opportunities of over R1,5 billion, on a combination of hospitals and healthcare access products. The Company is considering few fund raising options in order to raise the required capital to boost the company’s footprint development and strengthening of its access products.

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RH Bophelo – latest BBBEE certificate

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RH Bophelo – Integrated Annual Report 2019

Shareholders are hereby advised that RH Bophelo’s integrated annual report, containing the audited financial statements for the year ended 28 February 2019, was dispatched to shareholders today, 4 July 2019, and contains no modifications to the audited results which were announced on SENS on 3 June 2019.
Download the RH Bophelo Integrated Annual Report 2019 ⟶

RH Bophelo Limited annual financial statements for the year ended 28 February 2019

The annual financial statements for the year ended 28 February 2019, set out on pages 12 to 36 were prepared by Mr Dion Mhlaba, BCom Honours, CA(SA).
Download the RH Bophelo Annual Financial Statements 2019 ⟶

RH Bophelo – Integrated Annual Report 2018

Shareholders are hereby advised that RH Bophelo’s integrated annual report, containing the audited financial statements for the year ended 28 February 2018, was dispatched to shareholders today, 29 June 2018, and contains no modifications to the audited results which were announced on SENS on 25 May 2018.
Download the RH Bophelo Integrated Annual Report 2018 ⟶

Provisional audited summarised consolidated financial statements for the year ended 28 February 2018

The key financial results reflected in these inaugural financial results are:

RHB recorded an operating group profit of R7 835 912 for its first period of operation, comprised almost entirely of costs associated with the listing of the Company on the JSE, due diligence expenses and interests earned from the funds raised.

Basic earnings per share and headline earnings per share amounted 24,7 cents. The reported net income should be viewed in the context of the following:

RHB listed on the JSE on 17 July 2017, and did not engage in any commercial trade prior to listing;
Apart from the 50 000 000 shares issued in preparation of the listing, no other shares were issued;
The subscription amount of R500 million less all permissible expenses are kept in the escrow account with RMB;
Total Interest earned as at 28 February 2018 was R20 827 263;
The expenses reported for this period is therefore comprised of permissible expenses incurred to advance and achieve RHB’s JSE listing and operational expenses of R12 522 732; and
RHB acquired assets only on 26 April 2018 and therefore any income earned is not indicative of the Company’s future prospects.

At the time of listing, the Board made it known to the market that the Company was seeking the acquisition of a viable asset in the healthcare industry. Since the listing, management has been diligently reviewing various potential acquisition opportunities and is continuously engaging with potential vendors on propositions that could satisfy the Company’s vision and values. The Company has sufficient resources to make a significant investment, using cash, equity and debt, or any combination thereof as deemed appropriate by management and the Board.

Download RH Bophelo provisional audited summarised consolidated financial statements February 2018 ⟶

RH Bophelo acquires 30% the equity in Rondebosch Medical Centre

RH Bophelo is pleased to announce that on 14 May 2018 it entered into transaction agreements (“Agreements”), through its wholly-owned subsidiary, RH Bophelo Operating Company Proprietary Limited (“RH Bophelo Opco”), in terms of which, upon the fulfilment or waiver (as the case may be) of the conditions precedent in these Agreements, RH Bophelo Opco, will, inter alia –

acquire 30% of the entire issued share capital in Rondebosch Medical Centre Proprietary Limited (“RMC”) by way of a subscription of RMC shares;
provide funding to RMC by way of a shareholder loan; and
acquire a call option (“Option”), which Option entitles RH Bophelo Opco to acquire an additional 21% of the issued shares in RMC (at the time of the additional acquisition) from the existing majority shareholder at a fair market value to be determined at the time of exercise of the Option upon (i) the 4th anniversary of RH Bophelo Opco’s initial share subscription in RMC (“4th Anniversary”); or (ii) a defined trigger event prior to the occurrence of the 4th Anniversary, as further detailed below. The Option provides RH Bophelo with a path to acquire further shares in RMC in order to hold and exercise a controlling interest in RMC. (Collectively the “Acquisition”).

Full Announcement: RH Bophelo acquires of 30% the equity in Rondebosch Medical Centre ⟶
Short Announcement: RH Bophelo acquires of 30% the equity in Rondebosch Medical Centre ⟶

RH Bophelo results of the general meeting

Shareholders are referred to the announcement released on SENS on 22 November 2017 regarding the VPH Acquisition and the AHC Acquisition (“Acquisition Announcement”) and the Circular posted to shareholders on Friday, 23 February 2018, containing details of the proposed Acquisitions and incorporating details of the General Meeting of Shareholders for purposes of approving the proposed Acquisitions. Capitalised terms used in this announcement that are not otherwise defined, bear the meanings ascribed to them in the Circular.

Shareholders are advised that at the General Meeting of RH Bophelo Shareholders held today on Tuesday, 27 March 2018, all resolutions required to be passed in order to approve the proposed Acquisitions were passed by the requisite majority of Shareholders.

Download RH Bophelo Results of General Meeting March 2018 ⟶

RH Bophelo acquisition circular February 2018

Shareholders are referred to the announcement released by RH Bophelo on SENS on Wednesday, 22 November 2017, advising Shareholders of:
• The proposed acquisition by RHBophelo, through Operating Entity, of 76% (seventy six percent) of the equity interest in VPH HoldCo. VPH HoldCo will then use these proceeds to capitalise 3 intermediary holding companies (by way of shareholder loans), such that the intermediary holding companies can acquire the businesses of three operating entities, being VPHET, VPHPT and VPHT; and
• The proposed acquisition by RH Bophelo and Operating Entity of an aggregate 60% (sixty percent) of the equity interest in AHC.

Download RH Bophelo Circular to Shareholders February 2018 ⟶

Download Financial Statements relating to the acquisitions ⟶

Acquisition of assets November 2017

RH Bophelo is pleased to announce that on 20 November 2017, it entered into acquisition agreements (including addendums) (“Agreements”), whereby on the fulfilment or waiver of the conditions precedent in these Agreements, will see RH Bophelo acquire:

a 76% equity holding in a newly formed holding company (“VPH HoldCo”). VPH HoldCo will then use these proceeds to capitalise three Intermediary holding companies (by way of shareholder loans), such that the intermediary holding companies can acquire the businesses of three operating entities, being Vryburg Private Hospital Equipment Trust (“VPHET”), Vryburg Private Hospital Property Trust (“VPHPT”) and Vryburg Private Hospital Trust (“VPHT”) (the “VPH Acquisition”); and
a 60% equity holding in Africa Healthcare Proprietary Limited (“AHC”) (the “AHC Acquisition”).

Download RH Bophelo Acquisition of assets November 2017 ⟶

Unaudited condensed consolidated interim half-year results for the six months ended 31 August 2017.

The board of directors (“the Board”) of the Company is pleased to present the results for the six months ended 31 August 2017. RHB was incorporated on 13 December 2016 and successfully listed on the Johannesburg Stock Exchange (“JSE”) on 17 July 2017, raising R500 000 000 through the issue of 50 000 000 “A” ordinary shares at R10 a share. The purpose of RHB is to pursue the acquisition of viable healthcare assets.

Download RH Bophelo Unaudited Interim Results August 2017 ⟶

Annual financial statements: RH Bophelo Limited 28 February 2017.

The director(s) are responsible for the preparation, integrity and fair presentation of the annual financial statements of RH Bophelo Limited. The financial statements presented on pages 8 to 14 are prepared in accordance with International Financial Reporting Standards (“IFRS”), the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee, the Financial Reporting Pronouncements as issued by Financial Reporting Standards Council and the requirements of the Companies Act, 71 of 2008, and include amounts based on judgements and estimates made by management.

Download RH Bophelo 2017 Annual Financial Statements ⟶

RH Bophelo pre-listing statement

The definitions and interpretations commencing on page 6 of this Pre-listing Statement apply, mutatis mutandis, to this entire document, including this cover page. This Pre-listing Statement is not an invitation to the public to subscribe for shares in the Company. Only persons in South Africa who fall within one of the specified categories envisaged in sections 96(1)(a) or (b) of the Companies Act and to selected institutional investors in other jurisdictions to whom the Private Placement will specifically be addressed are entitled to participate in the Private Placement. Consequently, this Pre-listing Statement does not constitute, envisage or represent an offer to the public, as envisaged in the Companies Act, nor does it constitute a “registered prospectus” as contemplated by the Companies Act, and is issued in compliance with the JSE Listings Requirements, for the purpose of providing information to Invited Investors.

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RH Bophelo abridged pre-listing statement

This abridged pre-listing statement has been issued in connection with the Private Placement in South Africa only and is addressed only to Invited Investors to whom the Private Placement may lawfully be made. The distribution of this Abridged Pre-listing Statement and the making of an offer by means of the Private Placement may be restricted by law. Persons into whose possession this Abridged Pre-listing Statement comes must inform themselves about and observe any and all such restrictions. This Abridged Pre-listing Statement does not constitute an offer of or invitation to subscribe for and/or purchase any shares in any jurisdiction in which the offer would be unlawful. This Abridged Pre-listing Statement is not an invitation to the public to subscribe for securities, but is issued in compliance with the Listings Requirements, for the purpose of providing information to the public with regard to RH Bophelo.

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RH Bophelo OpCo (Pty) Ltd: Memorandum of Incorporation

This memorandum of incorporation was adopted by Special Resolution passed on 30 March 2017, a copy of which was filed together with the notice of amendment in substitution for the existing memorandum of incorporation.

The memorandum of incorporation in the prescribed form as contemplated in section 13(1)(a)(i) of the Companies Act No. 71 of 2008, as amended, shall not apply to the Company.

Download RH Bophelo OpCo (Pty) Ltd MOI ⟶

RH Bophelo Limited: Memorandum of Incorporation

This Memorandum of Incorporation was adopted by Special Resolution passed on 30 March 2017, a copy of which was filed as contemplated in the Companies Act No. 71 of 2008, as amended, together with the notice of amendment in substitution for the existing memorandum of incorporation.

The Memorandum of Incorporation in the prescribed form as contemplated in section 13(1)(a)(i) of the Companies Act, No. 71 of 2008, as amended, shall not apply to the Company.

Download RH Bophelo Limited MOI ⟶

RH Bophelo BBBEE compliance pack

BBBEE Compliance Pack ⟶

RH Bophelo B-BBEE Compliance Report 2024

RH Bophelo B-BBEE Certificate 2024

RH Bophelo Integrated Annual Report 2024

RH Bophelo Limited Audited Annual Financial Statements 29 February 2024

RH Bophelo Limited Short Form Results 29 February 2024

RH Bophelo Limited Long Form Interim Results 28 November 2023

RH Bophelo Limited Short Form Interim Results 28 November 2023

RH Bophelo Limited B-BBEE Certificate 2023

RH Bophelo Integrated Annual Report 2023

Audited Annual Financial statements for the year ended 28 February 2023

Summary Abridged Financial Results For The Year Ended 28 February 2023

RH Bophelo Limited Long Form Results 31 August 2022

RH Bophelo Limited Short Form Results 31 August 2022

RH Bophelo Limited B-BBEE Certificate 2022

RH Bophelo Integrated Annual Report 2022

Audited Annual Financial Statements for the Year Ended 28 February 2022

Summary Abridged Results for the Year Ended 28 February 2022

Short-Form Announcement of the Summarised Year End Results for the Year Ended 28 February 2022

Amended Condensed Unaudited Interim Results for the Six Months Ended 31 August 2021

Amended Short-Form Announcement of the Condensed Unaudited Interim Results for the Six Months Ended 31 August 2021

Condensed Unaudited Interim Results for the Six Months Ended 31 August 2021

Short-Form Announcement of the Condensed Unaudited Interim Results for the Six Months Ended 31 August 2021

RH Bophelo Limited – 2021 BBBEE certificate

RH Bophelo Integrated Annual Report 2021