Successful placement of Mediclinic shares by the Mpilo Trust and the Mpilo Trust (Namibia)
Mediclinic International Limited
(Incorporated in the Republic of South Africa)
Registration number: 1983/010725/06
JSE share code: MDC
NSX share code: MCI
(“Mediclinic” or “the Company”)
SUCCESSFUL PLACEMENT OF MEDICLINIC SHARES BY THE MPILO TRUST
AND THE MPILO TRUST (NAMIBIA)
During December 2005, Mediclinic concluded a broad-based black
economic empowerment transaction in terms of which strategic
black partners as well as Mediclinic employees were introduced
as shareholders, in aggregate, of 15.0% of the issued ordinary
share capital of Mediclinic (“the Transaction”).
At the time, two employee share trusts, The Mpilo Trust and
The Mpilo Trust (Namibia) (“the Trusts”), subscribed for
approximately 15.8 million ordinary shares or 4.0% of the
issued ordinary share capital of Mediclinic, at the market
value of R18.40 per share, held for the benefit of
approximately 10,927 participating employees of Mediclinic as
beneficiaries of the Trusts, of which 52% were black and 89%
The first three allocations to employees were subject to a ten
year lock-in period which expired on 31 December 2015 (“the
First Allocations”). At that time, as announced by Mediclinic
on 3 December 2015, qualifying participating employees elected
to either dispose of all, or some, of the relevant Mediclinic
shares linked to their units in the Trusts, or to take
transfer of the relevant Mediclinic shares linked to their
units. A successful accelerated book-build offering was
launched at that time for the benefit of those employees
electing to sell some or all of their shares.
Following the successful accelerated book-build offering on 2
December 2015, the Trusts continued to hold shares which had
been allocated to employees subsequent to the First
Allocations (“Further Allocations”).
Due to the combination of Mediclinic and Al Noor Hospital
Group plc (“Al Noor”), and specifically the issue of new Al
Noor shares to the shareholders of Mediclinic, Mediclinic and
the trustees of the Trusts agreed to bring forward the vesting
date of the Further Allocations to 31 December 2015.
On 28 January 2016, an accelerated book-build offering of
4 001 350 Mediclinic shares ("the Book-build Shares"),
representing the majority of the remaining Mediclinic shares
held by the Trusts, was launched for the benefit of eligible
participating employees ("the Book-build").
Mediclinic is pleased to announce that the Book-build was
successfully priced and closed.
The Book-build was considerably oversubscribed and all the
Book-build Shares were placed with qualifying institutional
investors at a price of R119.00 per Book-build Share ("the
Book-build Price"), generating gross proceeds of ZAR476.16
million for the beneficiaries of the Trusts.
The Book-build Price represents a discount of 2.3% to the
closing price of Mediclinic shares of R121.81 on 27 January
The Employee component of Mediclinic’s black economic
empowerment transaction has been an exceptional success. In
total, over ZAR1.4 billion has been distributed to eligible
employees of Mediclinic since the inception of the Trusts in
Mediclinic would like to thank its employees for their years
of service, as well as all investors that submitted bids and
participated in the book-builds.
2 February 2016
Mediclinic Offices, Strand Road, Stellenbosch 7600, South
PO Box 456, Stellenbosch 7599, South Africa
Tel +27 21 809 6500
Fax +27 21 886 4037
Ethics Line: 0800 005 316 (if dialling from South Africa) or
JSE sponsor to Mediclinic
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
NSX sponsor to Mediclinic
Simonis Storm Securities (Proprietary) Limited
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 or require
further action for such purpose. 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, advertisement 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.
In member states of the European Economic Area (other than the
United Kingdom) this announcement is directed only at persons
who are qualified investors (as defined in article 2(1)(e) of
EU directive 2003/71/EC and the relevant implementing rules
and regulations adopted by each Member State). In the United
Kingdom, this announcement is directed only at the following
persons: investment professionals falling within article 19(5)
of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the “Order”); and high net worth
entities, and other persons to whom it may lawfully be
communicated, falling within article 49(2)(a) to (d) of the
Order, and such communication will not require any action for
such purpose. Persons not mentioned above should not take any
action on the basis of this announcement and should not act or
rely on it.
The Book-build Shares offered in terms of the Book-build have
not been, and will not be, registered under the United States
Securities Act of 1933, as amended (the “Securities Act”), and
have not been 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 is no intention to register any
securities referred to herein in the United States or to
conduct a public offering of securities in the United States.
Any securities sold in the United States will be sold only to
qualified institutional buyers (as defined in rule 144a under
the Securities Act).
Neither this announcement nor the Book-build constitutes, or
is intended to constitute, an offer to the public in South
Africa in terms of the South African Companies Act, 2008.
This announcement has been issued by and is the sole
responsibility of Mediclinic and the Trustees (in their
capacity as agents on behalf of the Eligible Employees that
elected to sell all of their Mediclinic ordinary shares). 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 Bookrunner or by any
of its 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 identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may
be associated with an investment in the Book-build Shares. Any
investment decision to buy Book-build Shares in the Book-build
must be made solely on the basis of publicly available
information, which has not been independently verified by The
Standard Bank of South Africa Limited ("Bookrunner").
The Bookrunner is acting for the Trustees (in their capacity
as agents on behalf of the Eligible Employees that elected to
sell all of their Mediclinic ordinary shares) only in
connection with the Book-build and no one else, and will not
be responsible to anyone else in relation to the Book-build.
In connection with the Book-build, the Bookrunner and any of
its affiliates, acting as investors for their own account, may
acquire shares and in that capacity may retain, purchase,
sell, offer to sell or otherwise deal for their own account in
such shares and other securities of Mediclinic or related
investments in connection with the Book-build or otherwise.
Accordingly, references to Book-build 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 Bookrunner and any of its affiliates acting as
investors for their own account. The Bookrunner does 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.
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