This section contains all the important documents that an investor or future investor may require.
RH Bophelo Results of 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.
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.
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”).
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 as a Special Purpose Acquisition Company (“SPAC”) on the Johannesburg Stock Exchange (“JSE”) on 12 July 2017, raising R500 000 000 through the issue of 50 000 000 “A” ordinary shares at R10 a share. The purpose of RHB whilst it is a SPAC is to pursue the acquisition of viable healthcare assets.
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.
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.
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.
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.
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.