Wrap Text
Results of the rights issue
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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED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 OR 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.
RESULTS OF THE RIGHTS ISSUE
1. Introduction
Mediclinic shareholders are referred to the announcements released on the Stock Exchange News Service (“SENS”) on 21
July 2015 and 24 July 2015, relating to a renounceable rights issue to qualifying Mediclinic shareholders to raise R10.0
billion (“Rights Issue”).
The Rights Issue consisted of an offer of 111 111 111 new Mediclinic shares (the “Rights Issue Shares”) in the ratio of
12.80145 Rights Issue Shares for every 100 Mediclinic shares held on the record date of the Rights Issue, at an issue price
of R90.00 per Rights Issue Share.
Friedshelf 1670 Proprietary Limited (the “Underwriter”), a wholly-owned subsidiary of Remgro Limited (“Remgro”), which
holds 41.3% of the Mediclinic’s shares in issue, 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.
2. Results of the Rights Issue
The Rights Issue closed at 12:00 on Friday, 21 August 2015. The results of the Rights Issue are set out below:
Number of Rights Issue Shares % of Rights Issue
Rights Issue Shares available for subscription 111 111 111 100.0
Subscription for Rights Issue Shares 105 708 676 95.1
The Underwriter will be required to subscribe for 5 402 435 Rights Issue Shares.
3. Issue of Rights Issue Shares
Share certificates will be posted to holders of certificated shares who have followed their rights on Monday, 24 August 2015.
The CSDP or broker accounts of holders of dematerialised shares or their renouncees, who have followed their rights, will
be credited with the Rights Issue Shares and debited with any payments due on Monday, 24 August 2015.
4. Spire Acquisition
Mediclinic shareholders are referred to the announcement released on SENS on 22 June 2015, relating to the acquisition of
a 29.9% shareholding in Spire Healthcare Group plc from Remgro (the “Acquisition”). Following the successful completion of
the Rights Issue, all conditions precedent to the Acquisition have been fulfilled.
Stellenbosch
24 August 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.
Date: 24/08/2015 08:00:00 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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