Wrap Text
Equity capital raising to fund acquisitions
Mediclinic International Limited
(Incorporated in the Republic of South Africa)
(Registration number 1983/010725/06)
JSE share code: MDC ISIN: ZAE000074142
(“Mediclinic” or the “Company”)
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA OR JAPAN. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER
OF SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION.
EQUITY CAPITAL RAISING TO FUND ACQUISITIONS
1. Introduction
Mediclinic has identified a number of attractive acquisition and investment opportunities in Switzerland, the United Arab
Emirates (“UAE”) and selected African opportunities which will further the Company’s growth through increasing capacity
and expanding the geographic presence of the Company’s operations in these jurisdictions (the “Acquisitions”).
The board of directors of Mediclinic (“Board”) has determined that, given the recent conclusion of one of the Acquisitions in
Switzerland and the anticipated timing of the capital investment, now is the appropriate time to raise capital to fund the
Acquisitions. The Board has accordingly resolved to raise equity capital through the launch of an accelerated bookbuild
offering of up to 41,347,866 new ordinary shares (“Bookbuild Shares”), representing up to 5% of the issued ordinary shares,
to qualifying institutional investors (hereinafter referred to as the “Bookbuild”). Participants in the Bookbuild will be entitled to
receive the final gross cash dividend of 68.0 cents per share for which the record date is Friday, 20 June 2014 and the
payment date is Monday, 23 June 2014.
2. The Acquisitions and use of proceeds
The proceeds from the Bookbuild will be used to fund the Acquisitions. Mediclinic has entered into binding agreements to
acquire an acute care multidisciplinary hospital in Switzerland and anticipates the transaction will close on 25 June 2014.
This acquisition provides the opportunity to strengthen the Company’s overall footprint in Switzerland. Based on the agreed
terms of the transaction it will be earnings per share (“EPS”) accretive to the Company immediately. Furthermore, the
Company is in advanced stages of negotiation to acquire a number of outpatient based healthcare facilities in Switzerland.
The Acquisitions are in line with the Company’s strategy to increase capacity in attractive markets with strong fundamentals
which will be EPS accretive to the Company.
3. Launch of the Bookbuild
The Bookbuild Shares will be issued under the Company’s existing general authority to issue shares for cash. In terms of
section 4.25 of the JSE Listings Requirements related parties are not able to participate in the Bookbuild. Accordingly the
Company’s major shareholder, Remgro Limited, is not able to participate in the Bookbuild. Furthermore, the Bookbuild is
offered to qualifying institutional investors only and is not an offer to the public.
The book for the Bookbuild is open with immediate effect and is expected to close as soon as possible, after conclusion of
the management call referred to below.
Pricing and allocations will be announced as soon as practicable following the closing of the book. Listing and trading of the
Bookbuild Shares is expected to commence at 09:00 5 business days after closing.
Rand Merchant Bank, a division of FirstRand Bank Limited (“RMB”) is acting as financial adviser to the Company on the
Acquisitions and RMB and Morgan Stanley & Co. International plc (“Morgan Stanley”) are, pursuant to a placing agreement
entered into with Mediclinic, acting as joint bookrunners for the Bookbuild. In terms of the placing agreement Mediclinic will
not, subject to customary exceptions relating to employee share participation and similar arrangements, issue any further
ordinary shares for a period of 180 days from the date the Bookbuild is closed.
4. Management call
The Company’s management team will hold a conference call at 17:30 (South African time) today to discuss the Acquisitions
and Bookbuild. Details of the call are set out below:
Conference ID: 55706009
Participant UK FreeCall Dial-In Numbers:
United Kingdom 08009530820
Participant Std International Dial-In: +44 (0) 1452 560063
Participant UK LocalCall Dial-In Number:
United Kingdom, LocalCall 08448719397
Participant FreeCall Dial in numbers:
Austria 0800111948
Denmark 80884404
France 0805111342
Germany 08001013108
Ireland 1800931682
Israel 1809203674
Italy 800906486
Norway 80015837
South Africa 0800980926
Spain 800099179
Sweden 0200887531
Switzerland 0800000097
United States 18664378387
Stellenbosch
11 June 2014
Mediclinic Offices, Strand Road, Stellenbosch 7600, South Africa
PO Box 456, Stellenbosch 7599, South Africa
Tel: +27 (0)21 809 6500
Fax: +27 (0)21 886 4037
Ethics Line: 0800 005 316
Website: www.mediclinic.com
Financial adviser, joint bookrunner and sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)
Joint bookrunner
Morgan Stanley & Co. International plc
Legal counsel to Mediclinic
Cliffe Dekker Hofmeyr
Legal counsel to the bookrunners
Davis Polk
This announcement is restricted and is not for release, publication or distribution, in whole or in part, directly or indirectly, in
or into the United States, Australia, Canada, Japan or any other jurisdiction in which such release, publication or distribution
would be unlawful. This announcement is for information purposes only, does not purport to be full or complete, is subject to
change and shall not constitute or form part of an offer or solicitation of an offer to purchase or subscribe for securities in the
United States or any other jurisdiction. No reliance may be placed for any purpose on the information contained in this
announcement or its accuracy or completeness.
The Bookbuild Shares have not been and will not be registered under the United States Securities Act of 1933, as amended
(the "Securities Act"), and may not be offered or sold, directly or indirectly, in the United States, absent registration or an
exemption from, or transaction not subject to, the registration requirements of the Securities Act. There will be no public offer
of the Bookbuild Shares in the United States.
Neither this announcement nor the Bookbuild constitutes or is intended to constitute an offer to the public in South Africa in
terms of the South African Companies Act 71 of 2008 (as amended). In South Africa, the invitation to apply for Bookbuild
Shares in terms of the Bookbuild is only open to (i) persons who are acting as principal and who apply for Bookbuild Shares
at a minimum acquisition cost of ZAR 1,000,000, as contemplated in section 96(1)(b) of the South African Companies Act 71
of 2008 (as amended), or (ii) persons who comply with the requirements set out in section 96(1)(a) of the South African
Companies Act 71 of 2008 (as amended).
In member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a
"Relevant Member State"), this announcement and any offer if made subsequently is directed exclusively at persons who
are "qualified investors" within the meaning of the Prospectus Directive ("Qualified Investors"). For these purposes, the
expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU,
to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant
Member State.
In the United Kingdom this announcement is only being distributed to, and is only directed at, and any investment or
investment activity to which this announcement relates is available only to, and will be engaged in only with, Qualified
Investors who are (i) investment professionals falling with Article 19(5) of the UK Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order,
or (iii) other persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as
"relevant persons"). Persons who are not relevant persons should not take any action on the basis of this announcement
and should not act or rely on it.
This announcement has been issued by and is the sole responsibility of Mediclinic. No representation or warranty, express
or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the joint
bookrunners or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this
announcement or any other written or oral information made available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an
investment in the Bookbuild Shares. No representation or warranty is made by Mediclinic or the joint bookrunners in
connection with the Bookbuild Shares or Mediclinic, and any investment decision to apply for and subscribe for Bookbuild
Shares must be made solely on the basis of publicly available information, which information has not been independently
verified by the joint bookrunners.
The issue of the Bookbuild Shares to investors in terms of the Bookbuild is subject to the placing agreement between
Mediclinic and the joint bookrunners becoming unconditional in accordance with its terms.
The joint bookrunners are acting for Mediclinic, and no one else, in connection with the Bookbuild and will not be
responsible to anyone other than Mediclinic for providing the protections offered to clients of the joint bookrunners, nor for
providing advice in relation to the Bookbuild.
In connection with the Bookbuild, the joint bookrunners and any of their respective affiliates, acting as investors for their own
accounts, may acquire Bookbuild Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for
their own accounts in such Bookbuild Shares and other securities of the Company or related investments in connection with
the Bookbuild or otherwise. Accordingly, references to the Bookbuild Shares being offered, acquired, placed or otherwise
dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, the joint bookrunners and any
of their affiliates acting as investors for their own accounts. The joint bookrunners do not intend to disclose the extent of any
such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
Date: 11/06/2014 05:10:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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