| Mon 19 Dec 2005, 14:33 | | Medi-Clinic - Issue and listing of 44 272 457 ordi |
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Medi-Clinic - Issue and listing of 44 272 457 ordinary Shares
Medi-Clinic Corporation Limited
(Incorporated in the Republic of South Africa)
(Registration number 1983/010725/06)
JSE share code: MDC
ISIN: ZAE000074142
("Medi-Clinic" or "the company")
ISSUE AND LISTING OF 44 272 457 ORDINARY SHARES IN THE ISSUED SHARE CAPITAL OF
MEDI-CLINIC RESULTING FROM AN ISSUE OF SHARES FOR CASH
1. INTRODUCTION
Medi-Clinic shareholders ("shareholders") are referred to the announcement
released on4 October 2005 and the circular to shareholders dated 1 November 2005
("the circular") relating to the introduction of Phodiso Holdings Limited and
Circle Capital Ventures (Proprietary) Limited ("strategic black partners"),
together with all Medi-Clinic employees up to, and including, first line
management level (through the Mpilo Trust), combined, as 15% shareholders of
Medi-Clinic.
2. ISSUE AND LISTING OF NEW SHARES
On Monday, 19 December 2005, the company issued and allotted 44 272 457 ordinary
shares with a par value of 10 cents each ("new shares"). Such new shares were
listed on the JSE Limited ("JSE") with effect from Monday, 19 December 2005. The
new shares rank pari passu with Medi-Clinic ordinary shares ("ordinary shares")
already listed.
28 498 919 new shares with a par value of 10 cents each were in aggregate issued
to Mpilo Investment Holdings 1 (Proprietary) Limited and Mpilo Investment 2
(Proprietary) Limited, respectively, wholly-owned subsidiaries of the strategic
black partners ("the Mpilo companies") at par value.
15 773 538 new shares with a par value of 10 cents each were issued to the Mpilo
Trust (as detailed in the circular) at R18.40 per share, being the 30 day
volume weighted average price of Medi-Clinic shares as traded on the JSE to the
close of business on 30 September 2005.
Accordingly, the company"s authorised and issued share capital after the issue
of shares is as follows:
R
Authorised share capital
450 000 000 ordinary shares of 10 cents each 45 000 000
Issued share capital
394 338 449 ordinary shares of 10 cents each 39 433 845
Share premium 288 876 014
Treasury shares
5 407 160 ordinary shares of 10 cents each (31 439 960)
Total 296 869 899
In terms of the JSE Listings Requirements, a fair and reasonable opinion from an
independent professional expert is not required on the issue of new shares
referred to above.
3. FINANCIAL EFFECTS RELATING TO THE ISSUE OF NEW SHARES
The unaudited pro forma financial effects set out below have been prepared to
assist shareholders to assess the impact of the issue of new shares on the
earnings per share ("EPS"), headline earnings per share ("HEPS"), net asset
value ("NAV") and tangible net asset value ("TNAV") per share. These unaudited
pro forma financial effects do not constitute a representation of the future
financial position of the company subsequent to the issue of new shares. The
material assumptions are set out in the notes following the table. These
unaudited pro forma financial effects are the responsibility of the board of
directors of Medi-Clinic and are provided for illustrative purposes only.
Audited Unaudited Uanudited
before the pro forma pro forma
issue of adjustments after the
new shares on issue of issue of Percentage
n1 new shares new shares change
EPS(cents) 157.5 (1.8)n2 155.7 (1.1)
HEPS(cents) 145.7 (1.8)n2 143.9 (1.2)
NAV per
share(cents) 772.6 (1.2)n3 771.4 (0.2)
TNAV per
share(cents) 758.6 (1.2)n3 757.4 (0.2)
Notes and assumptions:
n1. Extracted from the audited published results of Medi- Clinic for the year
ended 31 March 2005.
n2. For the purposes of calculating EPS and HEPS in respect of the issue of new
shares, it was assumed that:
a) The issue of new shares was effected on 1 April 2004.
b) In terms of the application of the International Financial Reporting
Standard 2 ("IFRS 2") on the employee transaction (as detailed in the circular),
the income statement will, over the 10-year vesting period of the shares, be
debited with an employee benefit expense of R5.9 million per year.
n3. For the purposes of calculating NAV per share and TNAV per share in respect
of the issue of new shares, it was assumed that:
a) The issue of new shares was effected on 31 March 2005.
b) 15 773 538 new shares will be issued to the Mpilo Trust at R18.40 per
share in terms of the employee transaction (as detailed in the circular).
c) 28 498 919 new shares will be issued to the Mpilo companies at 10 cents per
share.
d) 15 773 538 Medi-Clinic ordinary shares to be issued to the Mpilo Trust at
R18.40 per share, totalling R290.2 million are treated as treasury shares due to
the consolidation of the Mpilo Trust.
e) Estimated transaction costs amounting to R5.7 million will be paid in cash
and set off directly against reserves.
4. For the purposes of calculating the unaudited pro forma financial effects,
the weighted and issued number of ordinary shares is reduced by 44 117 016
shares, treated as treasury shares, being 15 773 538 shares attributable to the
consolidation of the Mpilo Trust and 28 343 478 shares being the portion of the
total amount of shares issued to the Mpilo companies for which settlement of the
transaction consideration remains outstanding.
5. The South African Institute of Chartered Accountants ("SAICA") has issued two
exposure drafts, ED 199 and ED 200 which deal with the accounting for BEE
transactions. ED 200 is based on the International Financial Reporting
Interpretations Committee document D16 ("IFRIC D16"). Based on these, the IFRS 2
may in future become applicable to the strategic black partners transaction (as
detailed in the circular).
The implementation of the proposed interpretation statement, IFRIC D16, on IFRS
2 may have the potential effect of a once-off charge to the income statement of
Medi-Clinic, with a corresponding increase in equity (a separate reserve), for
the fair value of shares issued at nominal value.
If ED199 and ED200 only become effective, prospectively, after 31 March 2006, it
should have no impact on Medi-Clinic"s income statement for the financial year
ended 31 March 2006. However, if it is implemented before 31 March 2006, or if
it is implemented retrospectively after 31 March 2006, a charge to Medi-Clinic"s
income statement for the financial year ended 31 March 2006 will realise.
4. SCHEME OF ARRANGEMENT
Shareholders are advised that all conditions precedent relating to the scheme of
arrangement in terms of section 311 of the Companies Act 1973 (Act 61 of 1973),
as amended, proposed by Mpilo companies between Medi-Clinic and its ordinary
shareholders, were fulfilled on Friday, 2 December 2005, and that all conditions
precedent to the transaction documents entered into between Medi-Clinic, the
strategic black partners and The Standard Bank of South Africa Limited were
fulfilled on 7 December 2005.
Stellenbosch
19 December 2005
Investment Bank to Medi-Clinic
Standard Bank
Attorneys to Medi-Clinic
Hofmeyr Herbstein & Gihwala Inc.
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Reporting accountants and auditors
PricewaterhouseCoopers Inc.
Date: 19/12/2005 02:33:27 PM Produced by the JSE SENS Department
