| Thu 27 Oct 2005, 16:04 | | Medi-Clinic Corporation Limited - Notice Of Scheme |
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Medi-Clinic Corporation Limited - Notice Of Scheme Meeting
Medi-Clinic Corporation Limited
(Incorporated in the Republic of South Africa)
(Registration number 1983/010725/06)
JSE share code: MDC
ISIN: ZAE000004370
("Medi-Clinic" or "the Company")
NOTICE OF SCHEME MEETING
IN THE HIGH COURT OF SOUTH AFRICA
(CAPE OF GOOD HOPE PROVINCIAL DIVISION) Case number 10776/05
Cape Town, Thursday, 27 October 2005
before the Honourable Acting Justice Goso
In the ex parte application of:
Medi-Clinic Corporation Limited Applicant
(Incorporated in the Republic of South Africa)
(Registration number 1983/010725/06)
NOTICE IS HEREBY GIVEN THAT, in terms of an Order of Court dated 27 October 2005
in the above matter, the High Court of South Africa (Cape of Good Hope
Provincial Division) has ordered that a meeting ("scheme meeting") in terms of
section 311 of the Companies Act, 1973 (Act 61 of 1973), as amended ("Companies
Act"), of the ordinary shareholders of the Applicant, registered as such in the
register of the Applicant at 17:00 on Friday, 18 November 2005 ("scheme
members"), be held under the chairmanship of Mr Peter Whelan, or failing him, Mr
Johan Neser or, failing both of them, any other independent person nominated for
that purpose by Hofmeyr Herbstein & Gihwala Inc. and approved by the above
Honourable Court ("chairperson"), at the registered office of the Applicant at
Medi-Clinic Offices, Strand Road, Stellenbosch at 10:30, or 10 minutes after the
conclusion or adjournment of the general meeting of the ordinary shareholders of
the Applicant convened to be held at 10:00, whichever is the later, on
Wednesday, 23 November 2005 (or any adjourned date determined by the chairperson
("adjourned scheme meeting")) for the purpose of considering and, if deemed fit,
approving, with or without modification, a scheme of arrangement ("scheme")
proposed jointly by Mpilo Investment Holdings 1 (Proprietary) Limited
(registration number 2005/015015/07) and Mpilo Investment Holdings 2
(Proprietary) Limited (registration number 2005/015711/07) (collectively the
"Mpilo Companies") between the Applicant and its ordinary shareholders.
The implementation of the scheme is subject to the fulfilment of the conditions
precedent stated therein including, but not limited to, the sanctioning thereof
by the above Honourable Court.
The basic characteristic of the scheme is that, upon implementation, the Mpilo
Companies will, in aggregate, acquire from each scheme participant 4.25 Medi-
Clinic Corporation Limited Ordinary Shares for every 100 Medi-Clinic Corporation
Limited Ordinary Shares held by such scheme participant on the record date of
the scheme. This will result in the Mpilo Companies collectively acquiring
approximately 14.9 million Medi-Clinic Corporation Limited Ordinary Shares,
representing 4.25% of the issued share capital of the Applicant on the date the
Scheme is implemented. Scheme participants will receive R18.40 in cash for every
scheme share acquired by the Mpilo Companies pursuant to the scheme.
A copy of this notice, the scheme, the explanatory statement in terms of section
312(1)(a)(i) of the Companies Act, the valuation statement in terms of section
312(1)(a)(ii) of the Companies Act and the statement of directors" interests in
terms of section 312(1)(a)(iii) of the Companies Act, all explaining the scheme,
the form of proxy for use at the scheme meeting or any adjourned scheme meeting
and the Order of Court convening the scheme meeting, are included in the
document which will be sent to ordinary shareholders of the Applicant on 1
November 2005, and copies may, on request by any ordinary shareholder of the
Applicant, be inspected at or obtained, free of charge, from the registered
office of the Applicant at Medi-Clinic Offices, Strand Road, Stellenbosch during
normal business hours at any time prior to the scheme meeting.
Each scheme member who holds certificated shares in the Applicant ("certificated
scheme member") or who holds dematerialised shares in the Applicant through a
Central Securities Depository Participant ("CSDP") or broker and has "own name"
registration ("dematerialised own name scheme member"), may attend, speak and
vote, or abstain from voting in person at the scheme meeting or any adjourned
scheme meeting, or may appoint one or more proxies (who need not be shareholders
of the Applicant) to attend, speak and vote, or abstain from voting at the
scheme meeting or adjourned scheme meeting in the place of such certificated
scheme member or dematerialised own name scheme member. A form of proxy for this
purpose, for completion by certificated scheme members and dematerialised own
name scheme members only, is included in the document which has been posted to
all holders of ordinary shares in the Applicant at their addresses as recorded
in the register of members of the Applicant at the close of business not more
than 7 (seven) calendar days before the date of such posting. If more than one
person is appointed on a single form of proxy, then only one of those proxies
(in order of appointment) will be entitled to exercise that proxy.
In the case of joint certificated scheme members and joint dematerialised own
name scheme members, the vote of the senior certificated scheme member or senior
dematerialised own name scheme member (seniority will be determined by the order
in which the names of the joint certificated scheme members or joint
dematerialised own name scheme members stand in the Applicant"s register of
members) who tenders a vote (whether in person or by proxy) will be accepted to
the exclusion of the vote of the other joint certificated scheme member(s) or
joint dematerialised own name scheme member(s).
Properly completed forms of proxy must be lodged with or posted to the transfer
secretaries of the Applicant, being Computershare Investor Services 2004
(Proprietary) Limited, Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO
Box 61051, Marshalltown, 2107) to be received by no later than 10:00 on Monday,
21 November 2005, or on the business day immediately preceding any adjourned
scheme meeting, or handed to the chairperson of the scheme meeting not later
than 10 (ten) minutes before the commencement of the scheme meeting or adjourned
scheme meeting. Notwithstanding the aforegoing, the chairperson of the scheme
meeting may approve in the chairperson"s discretion the use of any other form of
proxy.
Shareholders who hold certificated shares in the Applicant through a nominee and
shareholders who hold dematerialised shares in the Applicant through a CSDP or
broker and who do not have "own name" registration who wish to attend and vote
at the scheme meeting should timeously inform their nominee or, where
applicable, their CSDP or broker of their intention to attend and vote, at the
scheme meeting or adjourned scheme meeting in order for his/her nominee or,
where applicable, CSDP or broker to issue them with the necessary authorisation
in writing to do so or should such shareholders not wish to attend the scheme
meeting or adjourned scheme meeting in person, they should timeously provide
their nominee or, where applicable, CSDP or broker with their voting
instructions in order for their votes to be represented at the scheme meeting.
In terms of the aforementioned Order of Court, the chairperson of the scheme
meeting or adjourned scheme meeting must report the results thereof to the above
Honourable Court on Thursday, 1 December 2005 at 10:00 or so soon thereafter as
Counsel may be heard. A copy of the chairperson"s report to the Court will be
available on request to any participant, free of charge, at the registered
office of the Applicant, during normal business hours at least 7 (seven)
calendar days prior to the date fixed by the Court for the chairperson to report
back to it.
Chairperson of the scheme meeting
Hofmeyr Herbstein & Gihwala Inc.
21st Floor, 2 Long Street
Cape Town
8001
(PO Box 1221, Cape Town, 8000)
Tel: (021) 405 6000
Fax: (021) 405 6199
Ref: Mr P Hesseling / R Nelson
Date: 27/10/2005 04:04:59 PM Produced by the JSE SENS Department
