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Medi-Clinic Corporation Limited - Results Of The General Meeting And 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")
RESULTS OF THE GENERAL MEETING AND THE SCHEME MEETING
1. RESULTS OF THE GENERAL MEETING AND SCHEME MEETING
Medi-Clinic shareholders are referred to the announcement and circular to Medi-
Clinic shareholders dated 4 October 2005 and 1 November 2005 respectively
relating to the introduction of Phodiso Holdings Limited and Circle Capital
Ventures (Proprietary) Limited, together with all Medi-Clinic employees up to,
and including, first line management level, combined, as 15% shareholders of
Medi-Clinic. Shareholders are accordingly advised that all the proposed ordinary
resolutions were passed with the requisite majority at the general meeting held
today, Wednesday, 23 November 2005.
The scheme of arrangement in terms of section 311 of the Companies Act 1973 (Act
61 of 1973), as amended, jointly proposed by Mpilo Investment Holdings 1
(Proprietary) Limited and Mpilo Investment Holdings 2 (Proprietary) Limited
(collectively, "Mpilo Companies") between Medi-Clinic and its ordinary
shareholders ("Scheme"), were also approved by the requisite majority of the
scheme members at the scheme meeting held today, Wednesday, 23 November 2005.
2. IMPORTANT DATES AND TIMES
The following important dates and times have been extracted from Medi-Clinic"s
circular to shareholders dated 1 November 2005.
2005
Court hearing to sanction the Thursday, 1 December
Scheme on
Lodgement of the Court Order Thursday, 1 December
IF THE SCHEME IS SANCTIONED AND
IMPLEMENTED:
Announcement on Securities Exchange Thursday, 1 December
News Service ("SENS") regarding the
sanctioning of the Scheme
Announcement in the press regarding Friday, 2 December
the sanctioning of the Scheme
Expected last day to trade in Medi- Thursday, 8 December
Clinic shares on the JSE Limited
("JSE") in order for Medi-Clinic
shareholders to be eligible to
receive the scheme consideration in
terms of the Scheme ("Scheme
Consideration") on
Expected first day to trade in Medi- Friday, 9 December
Clinic shares under new ISIN
ZAE000074142 on the JSE ex-
entitlement to the Scheme
Consideration on
Expected record date, being the Thursday, 15 December
date on which Medi-Clinic
shareholders must be recorded on
the register of members of Medi-
Clinic in order to be scheme
participants and so become entitled
to receive the Scheme
Consideration, at 17:00 on
Expected operative date of the Monday, 19 December
Scheme, at the commencement of
trading on the JSE on
The Scheme Consideration is Monday, 19 December
expected to be transferred or
posted (as the case may be), and
new share certificates expected to
be posted to certificated scheme
participants whose documents of
title are received by the transfer
secretaries before 12:00 on 15
December 2005 on
Or
failing receipt of documents of
title before 12:00 on 15 December
2005, within five business days of
receipt thereof by the transfer
secretaries.
The Scheme Consideration is Monday, 19 December
expected to be credited to the
dematerialised scheme participants"
accounts held at their CSDP or
broker and share balances updated
on
Notes
1. The abovementioned times and dates are South African times and dates and are
subject to change. Any such change will be published on SENS and published in
the press.
2. Medi-Clinic shareholders may not dematerialise or rematerialise their
existing Medi-Clinic ordinary shares under ISIN ZAE000004370 after Thursday, 8
December 2005.
3. CONDITIONS PRECEDENT
The Scheme is subject to:
- the sanctioning of the Scheme by the Court; and
- the registration of the Order of Court sanctioning the scheme by the
Registrar of Companies.
4. CHAIRPERSON"S REPORT
Copies of the Chairperson"s report on the scheme meeting will be available to
any shareholder on request, free of charge, from Thursday, 24 November 2005
until Wednesday, 30 November 2005, during normal business hours, at the
registered office of Medi-Clinic, Strand Road, Stellenbosch.
Stellenbosch
23 November 2005
Investment Bank to Medi-Clinic
Standard Bank
Attorneys to Medi-Clinc
Hofmeyr Herbstein & Gihwala Inc.
Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)
Date: 23/11/2005 04:24:08 PM Produced by the JSE SENS Department
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