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Rights Issue Declaration Announcement
Mediclinic International Limited
Incorporated in the Republic of South Africa
(Registration number 1983/010725/06)
JSE share code: MDC
NSX share code: MCI
ISIN: ZAE000074142
("Mediclinic" or "the Company")
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, HONG KONG OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN THE
UNITED STATES OR ANY OTHER JURISDICTION.
RIGHTS ISSUE DECLARATION ANNOUNCEMENT
1. Introduction
Mediclinic shareholders are referred to the announcement released on the Stock Exchange News Service
("SENS") on 22 June 2015 relating to the acquisition of a 29.9% shareholding in Spire Healthcare Group Plc
("Spire") (the "Acquisition"), in which the Company declared its intention to undertake a fully
underwritten, renounceable rights issue to qualifying Mediclinic shareholders to raise an aggregate
amount of R10 billion ("Rights Issue").
2. Terms of the Rights Issue
The Rights Issue will consist of an offer of 111,111,111 new Mediclinic shares in the ratio of 12.80145 new
Mediclinic shares for every 100 Mediclinic shares held on the record date of the Rights Issue, at an issue
price of R90.00 per Mediclinic share.
Friedshelf 1670 Proprietary Limited, a wholly-owned subsidiary of Remgro Limited ("Remgro"), which
holds 41.3% of Mediclinic's shares in issue, has provided Mediclinic with an irrevocable undertaking to
follow all of its rights in relation to the Rights Issue and to underwrite the remaining balance of the Rights
Issue.
3. Use of proceeds
Mediclinic will acquire Remgro's indirect shareholding in Spire for an amount equal to the aggregate of
the purchase price paid by Remgro, transaction and funding costs, totaling approximately R8.6 billion. The
balance of the Rights Issue proceeds of approximately R1.4 billion will be retained by Mediclinic for
transaction costs and to support future growth opportunities.
4. Salient dates and times of the Rights Issue
The proposed salient dates and times for the Rights Issue are set out below:
2015
Finalisation date on or about Friday, 24 July
Last day to trade in Mediclinic shares in order to participate in the Rights Issue
(cum entitlement) Friday, 31 July
Shares commence trading ex entitlement at 09:00 on Monday, 3 August
Listing of and trading in the letters of allocation on the JSE Limited ("JSE")
commences at 09:00 on Monday, 3 August
Rights Issue circular and a form of instruction, where applicable, posted to
qualifying certificated Mediclinic shareholders on Tuesday, 4 August
Record date for the Rights Issue at 17:00 on Friday, 7 August
Rights Issue opens at 09:00 on Tuesday, 11 August
In respect of qualifying certificated Mediclinic shareholders, letters of allocation
credited to an electronic account held with the transfer secretaries at 09:00 on Tuesday, 11 August
In respect of qualifying dematerialised Mediclinic shareholders, CSDP or broker
accounts credited with letters of allocation at 09:00 on Tuesday, 11 August
Rights Issue circular, posted to qualifying dematerialised Mediclinic shareholders
on Wednesday, 12 August
Last day to trade letters of allocation on the JSE Friday, 14 August
In respect of qualifying certificated Mediclinic shareholders wishing to sell all or
some of their letters of allocation, forms of instruction to be lodged with the
transfer secretaries by 12:00 on Friday, 14 August
Listing of Rights Issue shares and trading therein on the JSE commences at 09:00
on Monday, 17 August
In respect of qualifying certificated Mediclinic shareholders (or their renouncees)
wishing to exercise all or some of their rights, payment to be made and forms of
instruction to be lodged with the transfer secretaries by 12:00 on Friday, 21 August
Rights Issue closes at 12:00 on Friday, 21 August
Record date for the letters of allocation on Friday, 21 August
Rights Issue shares issued on Monday, 24 August
In respect of qualifying dematerialised Mediclinic shareholders (or their
renouncees), CSDP or broker accounts debited with the aggregate Rights Issue
price and updated with Rights Issue shares at 09:00 on Monday, 24 August
In respect of qualifying certificated Mediclinic shareholders (or their renouncees),
share certificates in respect of Rights Issue shares posted on or about Monday, 24 August
Results of the Rights Issue announced on SENS on Monday, 24 August
Results of the Rights Issue published in the South African press on Tuesday, 25 August
Results of the Rights Issue published in the Namibian press on Wednesday, 26 August
Notes:
1. All times in this announcement are local times in South Africa.
2. Mediclinic share certificates may not be dematerialised or rematerialised between Monday, 3 August 2015 and
Friday, 7 August 2015, both days inclusive.
3. If you are a qualifying dematerialised Mediclinic shareholder you are required to notify your duly appointed CSDP
or broker of your acceptance of the Rights Issue in the manner and time stipulated in the agreement governing
the relationship between yourself and your CSDP or broker.
4. CSDPs effect payment on a delivery versus payment method in respect of qualifying dematerialised Mediclinic
shareholders.
5. Share certificates will be posted at the risk of the qualifying certificated Mediclinic shareholders (or their
renouncees).
6. Any material changes to the dates and times above will be announced on SENS.
5. Conditions precedent
The implementation of the Rights Issue is subject to the fulfilment of the following conditions:
- approval being obtained from Mediclinic shareholders to place the unissued ordinary shares in the
authorised share capital of the Company under the control of the directors of the Company at the
Annual General Meeting to be held on 23 July 2015;
- approval being obtained from the JSE for the Rights Issue circular; and
- approval being obtained from the JSE for the listing of the letters of allocation and the listing of the
Rights Issue shares.
6. Further notices
It is anticipated that the finalisation announcement for the Rights Issue will be released on SENS on or
about Friday, 24 July 2015 and in the South African and Namibian press on or about Monday, 27 July 2015
and Tuesday, 28 July 2015 respectively.
It is anticipated that the Rights Issue circular and a form of instruction in respect of a letter of allocation
will be posted to qualifying certificated Mediclinic shareholders on Tuesday, 4 August 2015. The Rights
Issue circular, where applicable, will be posted to qualifying dematerialised Mediclinic shareholders on or
about Wednesday, 12 August 2015.
Stellenbosch
21 July 2015
Financial advisor and JSE sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)
Financial advisor to the Acquisition
Morgan Stanley & Co. International plc
NSX sponsor
Simonis Storm Securities (Proprietary) Limited
South African legal advisor
Cliffe Dekker Hofmeyr Inc.
International legal advisors
Slaughter and May
Cravath, Swaine & Moore LLP (as to US law)
Neither this announcement nor the Rights Issue 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).
This document does not constitute or form part of any offer or solicitation to purchase or subscribe for
securities in the United States. The rights offer described herein has not been and will not be registered under
the U.S. Securities Act of 1933, as amended ("U.S. Securities Act"), or under any relevant securities laws of any
state or other jurisdiction of the United States. The securities described herein (the "Securities") may not be
offered, sold, taken up, resold, renounced, exercised, pledged, transferred or delivered, directly or indirectly, in
or into the United States at any time except pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the U.S. Securities Act and applicable state and other securities laws of the
United States. The Securities may be offered, sold, taken up, resold, renounced, exercised, pledged, transferred
or delivered, by persons outside the United States in accordance with Regulation S under the U.S. Securities Act.
There will be no public offering of the Securities in the United States.
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, (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 advisors 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. The advisors
are acting exclusively for Mediclinic and no one else in connection with the transactions described herein and
will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the
Rights Issue or any other matters described herein and will not be responsible to anyone other than the
Company for providing the protections afforded to clients or for providing advice in relation to any matter
referred to in this announcement.
Date: 21/07/2015 10:41:00 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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