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Rights offer finalisation 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 FINALISATION ANNOUNCEMENT
1. Introduction
Mediclinic shareholders are referred to the rights offer declaration announcement released on SENS
and published in the South African press on 24 August 2012, relating to a fully underwritten
renounceable rights offer to raise ZAR5.0 billion ("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 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 rights offer is fully underwritten by Remgro Limited, through its wholly-owned subsidiary Industrial
Partnership Investments Proprietary Limited.
2. Conditions precedent
The board of directors of Mediclinic is pleased to advise shareholders that all conditions precedent
pertaining to the rights offer have been fulfilled.
3. Salient dates and times
The final 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) 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 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 Monday, 17 September
Last day for trading letters of allocation on the JSE Friday, 28 September
Listing and trading of rights offer shares on the JSE commences
at 09:00 on Monday, 1 October
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 Monday, 8 October
Results of the rights offer published in the South African press
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.
4. Rights offer circular
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 Monday, 17 September 2012.
Stellenbosch
31 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: 31/08/2012 07:30:00 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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