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RIGHTS OFFER DECLARATION AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Mediclinic International Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1983/010725/06)
ISIN: ZAE000074142
Share Code: MDC
("Mediclinic" or "the Company" or the Group)
RIGHTS OFFER DECLARATION AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. Introduction
Mediclinic shareholders are referred to the announcement released on SENS on 1 August 2012
and published in the South African press on 2 August 2012, relating to the refinancing of the
Groups existing debt facilities in Switzerland, including a proposed renounceable rights offer
to raise ZAR5.0 billion ("the rights offer").
2. Rationale for the rights offer
The proceeds from the rights offer will be used to partly refinance the Groups existing debt
facilities in Switzerland and provide the Group with flexibility to pursue strategic growth and
development opportunities.
3. Terms of the rights offer
The rights offer will consist of an offer of 174,641,984 new Mediclinic shares at an issue price of
ZAR28.63 per Mediclinic share (offer price) in the ratio of 26.77263 new Mediclinic shares for
every 100 Mediclinic shares held on the record date of the rights offer, being Friday 14
September 2012.
The offer price represents a c.25% discount to the 30-day volume weighted average price of
ZAR38.17 per Mediclinic share as at 31 July 2012.
Any rights offer shares not taken up in terms of the rights offer will be available for allocation to
Mediclinic shareholders who wish to apply for a greater number of rights offer shares than
those offered to them in terms of the rights offer.
4. Underwriting
The rights offer is fully underwritten by Remgro Limited, through its wholly-owned subsidiary
Industrial Partnership Investments Proprietary Limited ("the underwriter"). In terms of the
underwriting agreement entered into between Mediclinic and the underwriter, the underwriter
has agreed to subscribe for all of the rights offer shares that are not taken up by Mediclinic
shareholders in terms of the rights offer.
5. Unaudited pro forma financial effects
The unaudited pro forma financial effects set out below have been prepared to assist
shareholders to assess the impact of the rights offer on the earnings per share, headline
earnings per share, net asset value per share and tangible net asset value per share of
Mediclinic. Due to the nature of these pro forma financial effects, they are presented for
illustrative purposes only and may not fairly present the Companys financial position or the
results of its operations after the rights offer.
These unaudited pro forma financial effects are the responsibility of the board of Mediclinic and
are provided for illustrative purposes only.
The assumptions on which the unaudited pro forma financial effects are based are set out in
the notes following the table.
Audited Adjustments Unaudited pro % change
12 months for the rights forma
ended offer after the rights
31 March 2012 offer
Earnings per share
(cents)
- Basic 194.7 (61.4) 133.3 (31.6%)
- Diluted 187.3 (57.9) 129.4 (30.9%)
Headline earnings per
share (cents)
- Basic 194.9 (61.4) 133.5 (31.5%)
- Diluted 187.5 (57.9) 129.6 (30.9%)
Normalised headline
earnings per share
(cents)
- Basic 193.0 (6.6) 186.4 (3.4%)
- Diluted 185.7 (4.8) 180.9 (2.6%)
Net asset value per
1,609.4 249.4 1,858.8 15.5%
share (cents)
Tangible net asset value
599.2 469.0 1,068.2 78.3%
per share (cents)
Number of ordinary
652,315 174,642 826,957 26.8%
shares in issue ('000)
Weighted average
number of ordinary 627,280 174,642 801,922 27.8%
shares in issue ('000)
Weighted average
diluted number of
651,779 174,642 826,421 26.8%
ordinary shares in issue
('000)
Notes and assumptions:
1) The audited financial information has been extracted without adjustment from the audited financial statements
of Mediclinic for the year ended 31 March 2012.
2) The pro forma adjustments to the income statement have been calculated on the assumption that the proceeds
from the rights offer were received on 1 April 2011.
3) The pro forma adjustments to the statement of financial position have been calculated on the assumption that
the proceeds from the rights offer were received on 31 March 2012.
4) Estimated once-off expenses of ZAR102.4 million, relating to the rights offer, have been taken into account in
determining the pro forma financial effects.
5) The ZAR4,898 million net proceeds of the rights offer are assumed to have been used to partly repay the
secured long-term bank loan in the Group's Swiss operations (ZAR4,178 million) and to extinguish the
corresponding portion of the interest rate swap (ZAR720 million).
6) Part settlement of the interest rate swap results in a ZAR651 million decrease in negative hedge reserves and a
ZAR84 million increase in deferred tax liabilities, with a resultant ZAR735 million decrease in retained earnings.
This is a once-off adjustment.
7) A ZAR503 million loss is realised upon the partial de-recognition of the interest rate swap. This is a once-off
adjustment.
8) Deferred tax liabilities of ZAR67 million are recycled upon the part settlement of the interest rate swap. This is a
once-off adjustment.
9) Total interest savings of ZAR284 million are realised upon partial repayment of the long-term bank loan and
settlement of the interest rate swap agreement. This will be a continuing effect.
10) The average exchange rate of ZAR8.45/CHF for the year ended 31 March 2012 has been used for the pro
forma adjustments to the income statement, except for the adjustments relating to the settlement of the interest
rate swap and amortisation of capitalised financing expenses which are assumed to have taken place on 1 April
2011 at an exchange rate of ZAR7.42/CHF at that date.
11) The exchange rate of ZAR8.50/CHF as at 31 March 2012 has been used for the pro forma adjustments to the
statement of financial position.
12) Normalised headline earnings per share exclude once-off pro forma adjustments.
6. Salient dates and times
Subject to the fulfillment of the conditions precedent as set out in paragraph 7 below, the
proposed salient dates and times for the rights offer are set out below.
2012
Last day to trade in Mediclinic shares in order to participate in
the rights offer (cum-entitlement) on Friday, 7 September
Mediclinic shares commence trading ex-entitlement at 09:00 on Monday, 10 September
Listing of and trading in the letters of allocation on the JSE
commences at 09:00 on Monday, 10 September
Record date for the rights offer on Friday, 14 September
Rights offer opens at 09:00 on Monday, 17 September
Rights offer circular and form of instruction, where applicable,
posted to Mediclinic shareholders on Monday, 17 September
Last day for trading letters of allocation on the JSE on Friday, 28 September
Listing and trading of rights offer shares on the JSE commences Monday, 1 October
at 09:00 on
For certificated Mediclinic shareholders wishing to accept all or
part of their entitlement, payment to be made and forms of Friday, 5 October
instruction to be lodged with the transfer secretaries by 12:00 on
Rights offer closes at 12:00 on Friday, 5 October
Rights offer shares issued on or about Monday, 8 October
CSDP or broker accounts in respect of holders of dematerialised
Mediclinic shares debited with the payment due and updated
with rights offer shares and share certificates posted to
certificated shareholders by registered post on or about Monday, 8 October
Results of the rights offer announced on SENS on Monday, 8 October
Results of the rights offer published in the South African press on Tuesday, 9 October
Rights offer shares in respect of successful excess applications
(if applicable) issued on or about Wednesday, 10 October
Refund payments made and/or share certificates posted to
certificated Mediclinic shareholders and/or CSDP accounts
credited in respect of excess applications, if applicable, on or
about Wednesday, 10 October
Notes:
a) Share certificates in respect of Mediclinic shares may not be dematerialised or rematerialised between Monday,
10 September and Friday, 14 September, both days inclusive.
b) All times are South African times.
c) CSDPs effect payment on a delivery versus payment basis in respect of dematerialised shares.
d) Dematerialised shareholders are required to inform their CSDP or brokers of their instructions in terms of the
rights offer in the manner and time stipulated in the agreement governing the relationship between the
shareholder and their CSDP or broker.
e) The above dates and times are subject to amendment. Any amendments to the dates and times will be
released on SENS and published in the South African press.
7. Conditions precedent
The implementation of the rights offer is subject to the fulfilment of the following conditions:
shareholder approval for the Company to issue new ordinary shares in the authorised but
unissued share capital of Mediclinic as a specific authority;
JSE approval for the rights offer circular;
JSE approval for the application for listing of the letters of allocation and the application
for listing of the rights offer shares; and
that the underwriting agreement referred to in paragraph 4 above becomes unconditional in accordance with its
terms.
8. Further notices
It is anticipated that the finalisation announcement for the rights offer will be released on SENS
on Friday, 31 August 2012 and in the South African press on Monday, 3 September 2012.
A rights offer circular, incorporating revised listing particulars and a form of instruction in
respect of a letter of allocation, where applicable, will be posted to all Mediclinic shareholders
registered on the record date for the rights offer on or about Monday, 17 September 2012.
9. Withdrawal of cautionary
Following this announcement of the final terms, salient dates and times and the unaudited pro
forma financial effects of the rights offer, Mediclinic shareholders are no longer required to
exercise caution when dealing in their Mediclinic shares.
Stellenbosch
24 August 2012
Joint financial adviser and sponsor to Mediclinic
RAND MERCHANT BANK (a division of FirstRand Bank Limited)
Joint financial adviser to Mediclinic
Greenhill & Co. International LLP
Legal adviser to Mediclinic
Cliffe Dekker Hofmeyr Inc.
Independent reporting accountants and auditors to Mediclinic
PricewaterhouseCoopers
Communication adviser to Mediclinic
CapitalVoice
Independent sponsor to Mediclinic
Deloitte & Touche Sponsor Services Proprietary Limited
Rand Merchant Bank, a division of FirstRand Bank Limited (RMB), which is authorised and
regulated in South Africa by the Financial Services Board, is acting exclusively for Mediclinic and no
one else in connection with the rights offer described in this announcement and will not be
responsible to anyone, other than Mediclinic, for providing the protections afforded to clients of RMB,
nor for providing advice in relation to the refinancing or any other matter referred to herein.
Greenhill & Co. International LLP (Greenhill) which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for Mediclinic and no one else in
connection with the rights offer described in this announcement and will not be responsible to anyone,
other than Mediclinic, for providing the protections afforded to clients of Greenhill, nor for providing
advice in relation to the refinancing or any other matter referred to herein.
This announcement sets out details pertaining to the rights offer and the announcement is addressed
only to persons to whom it may lawfully be addressed. The making of the rights offer in jurisdictions
other than South Africa may be restricted by law and a failure to comply with any of those restrictions
may constitute a violation of the applicable securities laws of any such jurisdiction. Persons who are in
possession of this announcement must inform themselves about and observe any such restrictions.
This announcement does not constitute an invitation or an offer to acquire shares in the Group in
South Africa or in any other jurisdiction.
This announcement, the rights offer circular, other rights offer documentation and the rights offer shares will
not be registered with any authority in any jurisdiction other than South Africa. The distribution of this
announcement, the rights offer circular, the rights offer, the form of instruction in respect of the letters
of allocation and the transfer of the rights offer shares and/or the rights to subscribe for the rights offer
shares to certain persons in territories other than South Africa may be restricted by law and failure to comply
with any of those restrictions may constitute a violation of the laws of any such territory. Neither this
announcement, the rights offer circular, nor any form of instruction, is to be regarded as an offer or
invitation to any person in any jurisdiction other than South Africa to the extent that any applicable legal requirement
in such jurisdiction has not been complied or it is for any reason illegal or unlawful to make such an offer
or invitation in such jurisdiction to such person. In those circumstances, this announcement and the rights offer
circular is sent for information purposes only.
This announcement, the rights offer shares and the letters of allocation in respect of the rights offer shares
have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act")
or under any securities laws of any state or other jurisdiction of the United States and may not be offered,
sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the
United States except in accordance with the registration requirements of the Securities Act or an applicable
exemption therefrom and in compliance with any applicable securities laws of any state or other jurisdiction of the US.
Accordingly, subject to certain exceptions, Mediclinic is not extending the rights offer into the United States
and none of this announcement, the rights offer circular and/or any letter of allocation in respect of the
rights offer shares constitutes or will constitute or forms part of any offer or invitation to sell or issue,
or any solicitation of any offer to purchase or subscribe for, any rights offer shares or letter of allocation
in the United States.
This announcement, the rights offer circular and form of instruction in respect of the letters of allocation
should not be forwarded or transmitted by you to any person in any territory, other than where the rights offer
made to such person in such territory is compliant with the applicable laws of that territory. It is the
responsibility of any person outside South Africa (including, without limitation, custodians, nominees,
agents and trustees for such persons) receiving this announcement and the rights offer circular and wishing
to take up rights under the rights offer, to satisfy itself as to full observance of the applicable
laws of any relevant territory, including obtaining any requisite governmental or other consents, observing
any other requisite formalities and paying any issue, transfer or other taxes due in such territories.
Shareholders outside of South Africa should consult their professional advisers to determine whether any
governmental or other consents are required or other formalities need to be observed to allow them to take
up the rights offer, or trade their entitlement.
Date: 24/08/2012 07:32:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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