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MEDICLINIC INTERNATIONAL LIMITED - Results of the equity capital raising

Release Date: 12/06/2014 09:01
Code(s): MDC     PDF:  
Wrap Text
Results of the equity capital raising

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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED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.

RESULTS OF THE EQUITY CAPITAL RAISING

Shareholders are referred to the announcement released on SENS on Wednesday, 11 June 2014 regarding an equity
capital raising to fund acquisitions (“Bookbuild”).

Mediclinic is pleased to announce that it has successfully closed and priced the Bookbuild.

The Bookbuild was significantly oversubscribed and 41,000,000 new Mediclinic ordinary shares (“Bookbuild Shares”) were
placed with qualifying institutional investors at a price of R77.50 per Bookbuild Share for gross proceeds of R3,177 million.

The issue price represents a discount of 1.7% to the 30-day VWAP of R78.86 of Mediclinic shares as at close of trade on
Wednesday, 11 June 2014.

Subject to approval by the JSE Limited (“JSE”), listing and trading of the Bookbuild Shares is expected to commence at
09:00 on Friday, 20 June 2014.

Stellenbosch
12 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: 12/06/2014 09:01:00 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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