24 January 2013

Zimbabwe: Lifestyle Holdings Goes Offshore

LIFESTYLE Holdings Limited has completed the registration of a new company, TN Harlequin Luxaire International Limited, in Mauritius which will enable the group to raise money to finance its regional expansion.

Lifestyle Holdings Limited is listed on the Zimbabwe Stock Exchange and its subsidiaries include TN Asset Management (Private) Limited, TN Harlequin Luxaire (Private) Limited, TN Financial Services (Private) Limited, TN Medical Investments (Private) Limited, TN Zambia Medical Support Services, TN Harlequin Luxaire Zambia, Pelhams Limited and TN Medical Benefit Funds (Private) Limited.

The group said the establishment of the new holding company would allow the company to penetrate the regional market faster and avoid the Zimbabwean risk factor that has negatively affected local companies' ability to establish a regional presence.

Group chairman Mr Harry Cantor said the proposed transaction would involve the issue of new TNHLI ordinary shares to the shareholders of Lifestyle in exchange for their shares.

"The transaction will result in TNHLI, a Mauritian-registered company becoming the holding company of Lifestyle. Shareholders electing to receive TNHLI shares will receive one share for every 235,12 Lifestyle shares they hold," he said.

He said a cash option had been put in place for shareholders who are not keen to exchange their Lifestyle shares for TNHLI shares. The cash payable for every Lifestyle share would be US$0,00645.

"The directors of Lifestyle who own shares in the company shall vote in the affirmative at the proposed EGM and Scheme Meeting and all the directors recommend that members vote in favour of the resolution and the scheme," Mr Cantor said.

He added that the conditions precedent to the transaction have Exchange Control approval granted by the Reserve Bank of Zimbawe last year.

The offer is, however, subject to approval by the Ministry of Youth Development, Indigenisation and Empowerment, and Lifestyle said it had already applied to the ministry.

"The scheme is also subject to the approval of the transaction by Lifestyle Holdings shareholders at an EGM and the approval of the scheme at a meeting sanctioned by the High Court by a majority in number representing three-fourths in value of the members present and voting," Mr Cantor said

Lifestyle Holdings would delist from the ZSE if shareholders approve the transaction.

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