| Fri 2 Jul 2010, 10:39 | | MDC - Medi-Clinic Corporation Limited - Rights offer finalisation announcement |
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MDC
MDC
MDC - Medi-Clinic Corporation Limited - Rights offer finalisation announcement
Medi-Clinic Corporation Limited
Incorporated in the Republic of South Africa
Registration number 1983/010725/06
Share code: MDC
ISIN: ZAE000074142
("Medi-Clinic" or "the Company")
Rights offer finalisation announcement
1. Introduction
Shareholders of Medi-Clinic ("Shareholders") are referred to the rights offer
declaration announcement released on the Securities Exchange News Service
("SENS") of the JSE Limited ("JSE") on 21 June 2010 and in the South African
press on 22 June 2010 wherein Medi-Clinic announced the raising of equity
capital for the Company by way of a rights offer for an amount of approximately
R1.4 billion (the "Rights Offer").
2. Conditions precedent
The board of directors of Medi-Clinic is pleased to advise Shareholders that all
of the conditions precedent pertaining to the Rights Offer have been fulfilled
and that:
- the circular setting out the details of the Rights Offer (the "Rights Offer
Circular"), the listing of the letters of allocation in respect of all of the
Rights Offer shares and the listing of the Rights Offer shares have been
approved by the JSE;
- the letters of allocation, the Rights Offer Circular and other applicable
documentation have been registered by the Registrar of Companies appointed under
the Companies Act No. 61 of 1973; and
- the applicable approvals in relation to the Rights Offer have been obtained
from the South African Reserve Bank.
3. Salient dates and times
The timetable for the Rights Offer is set out below.
Last day to trade in Medi-Clinic shares in order to Friday, 9 July 2010
participate in the Rights Offer (cum entitlement)
Medi-Clinic shares commence trading ex-entitlement Monday, 12 July 2010
at 09:00 on
Listing of and trading in the letters of allocation Monday, 12 July 2010
on the JSE commences at 09:00 on
Record date for the Rights Offer Friday, 16 July 2010
Rights Offer Circular and form of instruction, Monday, 19 July 2010
where applicable, posted to Shareholders
Rights Offer opens at 09:00 on Monday, 19 July 2010
Letters of allocation credited to an electronic Monday, 19 July 2010
account held at the transfer secretaries in respect
of holders of certificated Medi-Clinic shares
CSDP or broker accounts credited with entitlements Monday, 19 July 2010
in respect of holders of dematerialised Medi-Clinic
shares
Last day for trading letters of allocation on the Friday, 30 July 2010
JSE
Listing of Rights Offer shares and trading therein Monday, 2 August 2010
on the JSE commences at 09:00 on
Rights Offer closes at 12:00 on Friday, 6 August 2010
Payment to be made and form of instruction to be Friday, 6 August 2010
lodged with the transfer secretaries by holders of
certificated Medi-Clinic shares
Record date for the letters of allocation Friday, 6 August 2010
Rights Offer shares issued on or about Tuesday, 10 August 2010
CSDP or broker accounts in respect of holders of Tuesday, 10 August 2010
dematerialised Medi-Clinic shares debited with the
payment due and updated with Rights Offer shares
and share certificates posted to certificated
shareholders by registered post on or about
Results of the Rights Offer announced on SENS Tuesday, 10 August 2010
Results of the Rights Offer published in the press Wednesday, 11 August
in South Africa 2010
Issue of new Rights Offer shares for excess Thursday, 12 August
applications, if applicable 2010
Refund cheques posted to holders of certificated Thursday, 12 August
shares, if applicable, in respect of excess 2010
applications on or about
Notes:
1. Share certificates in respect of Medi-Clinic shares may not be
dematerialised or rematerialised between Monday, 12 July 2010 and Friday,
16 July 2010, both days inclusive.
2. All times are South African times.
4. Rights Offer Circular
The Rights Offer Circular and a form of instruction in respect of a letter of
allocation, where applicable, will be posted to all Shareholders registered on
the record date for the Rights Offer on or about Monday, 19 July 2010.
5. Jurisdiction
The shares issued in terms of the Rights Offer and the Rights Offer
documentation will not be registered with any authority in any jurisdiction
other than South Africa. The distribution of the Rights Offer Circular, the
Rights Offer, the form of instruction and the transfer of the Rights Offer
shares and/or the rights to subscribe for the Rights Offer shares in territories
other than South Africa may be restricted by law and failure to comply with any
of those restrictions may constitute a violation of the laws of any such
territory. Neither the Rights Offer Circular, nor any form of instruction, is to
be regarded as an offer in any jurisdiction other than South Africa to the
extent that any applicable legal requirement in such jurisdiction has not been
complied or it is for any reason illegal to make such an offer in such
jurisdiction. In those circumstances, the Rights Offer Circular is sent for
information purposes only. The Rights Offer Circular and form of instruction
should not be forwarded or transmitted by Shareholders to any person in any
territory, other than where the Rights Offer made to such person in such
territory is compliant with the applicable laws of that territory. It is the
responsibility of any person outside South Africa (including, without
limitation, nominees, agents and trustees for such persons) receiving the Rights
Offer Circular and wishing to take up rights under the Rights Offer, to satisfy
itself as to full observance of the applicable laws of any relevant territory,
including obtaining any requisite governmental or other consents, observing any
other requisite formalities and paying any issue, transfer or other taxes due in
such territories. Shareholders outside of South Africa should consult their
professional advisers to determine whether any governmental or other consents
are required or other formalities need to be observed to allow them to take up
the Rights Offer, or trade their entitlement. Shareholders holding Medi Clinic
shares on behalf of persons outside of South Africa are responsible for ensuring
that taking up the Rights Offer, or trading in their entitlements under the
Rights Offer, do not breach the laws or regulations of the relevant foreign
jurisdictions.
Stellenbosch
2 July 2010
Investment bank, transaction sponsor and underwriter
Standard Bank
Independent sponsor to Medi-Clinic
Barnard Jacob Mellet Corporate Finance (Pty) Ltd
Legal adviser to Medi-Clinic
Cliffe Dekker Hofmeyr Incorporated
Legal adviser to the underwriter
Bowman Gilfillan Inc.
Independent reporting accountants
PricewaterhouseCoopers Inc.
Date: 02/07/2010 10:39:01 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.
