Mediclinic definition
Examples of Mediclinic in a sentence
Remgro Healthcare and SAS have agreed to establish the Company as a joint venture company for the purposes of: (i) making an offer under the City Code on Takeovers and Mergers (the "Code") to acquire the entire issued and to be issued share capital of Mediclinic International plc (“Mediclinic”) (excluding the Rollover Shares) (the “Offer” and the “Offer Shares”); and (ii) carrying on the Mediclinic business following completion of the Offer.
In the event of the Conditions Precedent being fulfilled or waived (to the extent permissible) and the Scheme becoming operative, the Company will by operation of law become the sole shareholder of Mediclinic and Scheme Participants will, against surrender of their relevant documents of title (if applicable) in accordance with the provisions of the Scheme Circular, become entitled to receive the Scheme Consideration in respect of each Mediclinic Share held by them.
Mediclinic Shareholders who are affiliates of Al Noor after the Scheme will be subject to timing, manner of sale and volume restrictions on the sale of New Shares received pursuant to the Scheme under Rule 144 under the Securities Act.
In the event of the Conditions Precedent being fulfilled or waived (where appropriate) and the Scheme becoming operative, the Company will by operation of law become the sole shareholder of Mediclinic and Scheme Participants will, against surrender of their relevant documents of title (if applicable) in accordance with the Scheme Circular, receive 0.62500 New Shares for every one Mediclinic Share held by them at the Scheme Record Date.
The Remgro Parties and SAS have agreed to establish the Company as a joint venture company for the purposes of: (i) making an offer under the City Code on Takeovers and Mergers for the entire issued and to be issued share capital of Mediclinic International plc (“Mediclinic”) (excluding the shares in Mediclinic held by the Remgro Parties) (the “Takeover Offer”); and (ii) carrying on the Business following Completion.
The Assets Transfer is further subject to the Company being satisfied (acting reasonably and having regard to such proposals as Mediclinic may make) that completing the Assets Transfer would not require it to withdraw, qualify or modify the working capital statements set out in the Enlarged Group Prospectus or the Al Noor Circular in any manner adverse to the implementation of the Scheme, the Remgro Subscription, the Al Noor Special Dividend and the Al Noor Tender Offer.
This Prospectus was registered by CIPC on 13 November 2015 and is issued in compliance with the Companies Act and the Companies Regulations for the purpose of providing information to the Scheme Participants and either accompanies the Scheme Circular or will be provided to Mediclinic Shareholders in such other manner as authorised by the High Court of South Africa.
Reading the Regulation 78 Financial Information is therefore no substitute for reading the audited financial statements of Mediclinic for the years ended 31 March 2015, 31 March 2014 and 31 March 2013.
Holders of Mediclinic Shares that constitute “restricted securities” for purposes of Rule 144 under the Securities Act will receive New Shares that also constitute restricted securities and will not be permitted to offer or resell in the United States the New Shares they receive without registering that offer or sale under the Securities Act or conducting that offer or resale in reliance on an exemption from registration.
Furthermore, upon the implementation of the Scheme, the Company will continue to be admitted to the premium listing segment of the Official List and to the LSE and its Shares will continue to be admitted to trading on the LSE’s main market for listed securities, and the Shares will in addition be listed on the Main Board of the JSE as an inward secondary Listing, and Mediclinic will delist from the Main Boards of the JSE and the NSX.