| Mon 27 Aug 2012, 16:09 | | MEDICLINIC INTERNATIONAL LIMITED - AMENDED PRO FORMA FINANCIAL EFFECTS: TERMS ANNOUNCEMENT RELATING TO THE ACQUISITION OF THE MINORITY INTERESTS IN EMI |
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MDC 201208270029A
AMENDED PRO FORMA FINANCIAL EFFECTS: TERMS ANNOUNCEMENT RELATING TO THE ACQUISITION OF THE MINORITY INTERESTS IN EMI
Mediclinic International Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1983/010725/06)
ISIN: ZAE000074142
Share Code: MDC
(Mediclinic or the Group)
AMENDED PRO FORMA FINANCIAL EFFECTS: TERMS ANNOUNCEMENT RELATING
TO THE ACQUISITION OF THE MINORITY INTERESTS IN EMIRATES HEALTHCARE
HOLDINGS LIMITED (EMIRATES HEALTHCARE)
This announcement has been released in order to highlight amendments to the announcement
released on SENS at 08:00 on 27 August 2012. Certain pro forma financial effects have been
amended to correct an error in calculation.
1. Original pro forma effects
Audited Unaudited Unaudited % increase
Adjustments Adjustments / (decrease)
12 months pro forma pro forma
for the rights for the as a result
ended 31 after the after the
offer transaction of the
March 2012 rights offer transaction
transaction
Earnings per share
194.7 (61.4) 133.3 8.6 141.9 6.5%
(cents)
Diluted earnings per
187.3 (57.9) 129.4 8.3 137.7 6.4%
share (cents)
Headline earnings
194.9 (61.4) 133.5 8.6 142.1 6.4%
per share (cents)
Diluted headline
earnings per share 187.5 (57.9) 129.6 8.3 137.9 6.4%
(cents)
Normalised headline
earnings per share 193.0 (6.6) 186.4 8.5 194.9 4.6%
(cents)
Normalised diluted
headline earnings 185.7 (4.8) 180.9 8.2 189.1 4.5%
per share (cents)
Net asset value per
1,609.4 249.4 1,858.8 (137.2) 1,721.6 (7.4%)
share (cents)
Tangible net asset
value per share 599.2 469.0 1,068.2 (137.2) 931.0 (12.8%)
(cents)
Number of ordinary
shares in issue 652,315 174,642 826,957 - 826,957 -
(000)
Weighted average
number of ordinary
627,280 174,642 801,922 - 801,922 -
shares in issue
(000)
Weighted average
diluted number of
651,779 174,642 826,421 - 826,421 -
ordinary shares in
issue ('000)
Number of ordinary
shares in issue net
628,557 174,642 803,199 - 803,199 -
of treasury shares
(000)
Notes and assumptions:
1. The audited financial information has been extracted without adjustment from the audited financial statements of
Mediclinic for the year ended 31 March 2012
2. The assumptions underlying the pro forma adjustments relating to the rights offer were set out in the
announcement to Mediclinic shareholders on 24 August 2012 published on SENS
3. The pro forma adjustments to the income statement have been calculated on the assumption that the
transaction took place on 1 April 2011 and that the purchase consideration was paid on 1 April 2011, at the
exchange rate of ZAR6.80 / USD at that date
4. The pro forma adjustments to the statement of financial position have been calculated on the assumption that
that the transaction took place on 31 March 2012 and that the purchase consideration was paid on 31 March
2012, at the exchange rate of ZAR7.68 / USD at that date
5. The purchase consideration was assumed to be financed by available cash and an overdraft facility in South
Africa and long-term borrowings raised in Dubai
6. On the assumption that the transaction took place on 1 April 2011 for income statement purposes, the purchase
consideration was assumed to be financed by available cash of ZAR631m, an overdraft facility of ZAR369m and
long-term borrowings of ZAR520m
7. On the assumption that the transaction took place on 31 March 2012 for statement of financial position
purposes, the purchase consideration was assumed to be financed by available cash of ZAR703m, an overdraft
facility of ZAR297m and long-term borrowings of ZAR717m
8. Interest foregone on available cash utilised for the transaction is calculated at an after-tax rate of 3.8%. Interest
on the overdraft facility is calculated at a pre and post tax rate of 6.50% and interest on long-term borrowings is
calculated at a pre and post tax rate of 5.64% (continuing effects)
9. The unaudited pro forma financial effects take into account once-off transaction costs of c.ZAR4.8m (including
VAT). Debt raising fees in respect of the long-term borrowings raised of c.ZAR13.2m have been capitalised and
amortised in determining the unaudited pro forma financial effects
2. Amended pro forma effects
Audited Unaudited Unaudited % increase
Adjustments Adjustments / (decrease)
12 months pro forma pro forma
for the rights for the as a result
ended 31 after the after the
offer transaction of the
March 2012 rights offer transaction
transaction
Earnings per share
194.7 (61.4) 133.3 2.6 135.9 2.0%
(cents)
Diluted earnings per
187.3 (57.9) 129.4 2.5 131.9 1.9%
share (cents)
Headline earnings
194.9 (61.4) 133.5 2.6 136.1 1.9%
per share (cents)
Diluted headline
earnings per share 187.5 (57.9) 129.6 2.5 132.1 1.9%
(cents)
Normalised headline
earnings per share 193.0 (6.6) 186.4 2.5 188.9 1.3%
(cents)
Normalised diluted
headline earnings 185.7 (4.8) 180.9 2.4 183.3 1.3%
per share (cents)
Net asset value per
1,609.4 249.4 1,858.8 (137.2) 1,721.6 (7.4%)
share (cents)
Tangible net asset
value per share 599.2 469.0 1,068.2 (137.2) 931.0 (12.8%)
(cents)
Number of ordinary
shares in issue 652,315 174,642 826,957 - 826,957 -
(000)
Weighted average
number of ordinary
627,280 174,642 801,922 - 801,922 -
shares in issue
(000)
Weighted average
diluted number of
651,779 174,642 826,421 - 826,421 -
ordinary shares in
issue ('000)
Number of ordinary
shares in issue net
628,557 174,642 803,199 - 803,199 -
of treasury shares
(000)
Notes and assumptions:
1. The audited financial information has been extracted without adjustment from the audited financial statements of
Mediclinic for the year ended 31 March 2012
2. The assumptions underlying the pro forma adjustments relating to the rights offer were set out in the
announcement to Mediclinic shareholders on 24 August 2012 published on SENS
3. The pro forma adjustments to the income statement have been calculated on the assumption that the
transaction took place on 1 April 2011 and that the purchase consideration was paid on 1 April 2011, at the
exchange rate of ZAR6.80 / USD at that date
4. The pro forma adjustments to the statement of financial position have been calculated on the assumption that
that the transaction took place on 31 March 2012 and that the purchase consideration was paid on 31 March
2012, at the exchange rate of ZAR7.68 / USD at that date
5. The purchase consideration was assumed to be financed by available cash and an overdraft facility in South
Africa and long-term borrowings raised in Dubai
6. On the assumption that the transaction took place on 1 April 2011 for income statement purposes, the purchase
consideration was assumed to be financed by available cash of ZAR631m, an overdraft facility of ZAR369m and
long-term borrowings of ZAR520m
7. On the assumption that the transaction took place on 31 March 2012 for statement of financial position
purposes, the purchase consideration was assumed to be financed by available cash of ZAR703m, an overdraft
facility of ZAR297m and long-term borrowings of ZAR717m
8. Interest foregone on available cash utilised for the transaction is calculated at an after-tax rate of 3.8%. Interest
on the overdraft facility is calculated at a pre and post tax rate of 6.50% and interest on long-term borrowings is
calculated at a pre and post tax rate of 5.64% (continuing effects)
9. The unaudited pro forma financial effects take into account once-off transaction costs of c.ZAR4.8m (including
VAT). Debt raising fees in respect of the long-term borrowings raised of c.ZAR13.2m have been capitalised and
amortised in determining the unaudited pro forma financial effects
Stellenbosch
27 August 2012
Financial adviser and sponsor to Mediclinic
RAND MERCHANT BANK (a division of FirstRand Bank Limited)
Legal adviser to Mediclinic
Cliffe Dekker Hofmeyr Inc.
Reporting accountants and auditors
PricewaterhouseCoopers Inc.
Independent expert
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
Communication adviser to Mediclinic
CapitalVoice
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