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Messages - Moonraker

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481
Shares / Re: Managing your grandmothers money
« on: October 22, 2015, 08:20:24 am »
TFSA's Would be quite attractive if they were to qualify as a deduction for estate duty purposes.

482
Off topic / UK representative European Parliament - tells it like it is.
« on: October 17, 2015, 10:03:04 am »

483
Shares / Mediclinic - Al Noor merger
« on: October 14, 2015, 01:26:31 pm »
This looks like a very intricate arrangement and I hope someone can shed some light on it.
From what I gather MDC shreholders will receive 0.62500 new Al Noor shares for every MDC share held.
 MDC will be delisted. Then there will be a secondary JSE listing for the Al Noor shares, and on completion
of the arrangement Al Noor will be renamed "Mediclinic International plc" and the Enlarged
Group will have a premium listing on the Main Market of the London Stock Exchange, as
well as an inward secondary listing on the Main Board of the Johannesburg Stock
Exchange and, possibly, on the Namibian Stock Exchange.

Can someone enlighten me whether this is correct ?

You can see the details on sens. Here some extracts..

Quote
Recommended combination of Mediclinic International Limited and Al Noor Hospitals Group plc

Mediclinic International Limited
(Incorporated in the Republic of South Africa)
Registration number 1983/010725/06
Share Code: MDC
ISIN: ZAE000074142

Al Noor Hospitals Group Plc
(Incoporated in England and Wales)
Company Number 8338604
Share Code: ANH
ISIN: GB00B8HX8Z88

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION.

THE FOLLOWING ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR
PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY
INVESTMENT DECISION IN RELATION TO AL NOOR SHARES EXCEPT ON THE BASIS OF
THE INFORMATION IN THE AL NOOR CIRCULAR AND PROSPECTUSES, AND THE
MEDICLINIC CIRCULAR, THAT ARE PROPOSED TO BE PUBLISHED IN DUE COURSE.

14 October 2015

RECOMMENDED COMBINATION OF

AL NOOR HOSPITALS GROUP PLC

("Al Noor")

and

MEDICLINIC INTERNATIONAL LIMITED

("Mediclinic")

Further to the announcements made by Al Noor and Mediclinic on 5 October 2015 and 6 October 2015
respectively, in relation to their discussions regarding a possible combination of the two
companies, the board of Al Noor and the independent board of Mediclinic are pleased to announce
that they have reached agreement on the terms of a recommended combination of their respective
businesses (the "Combination").

KEY HIGHLIGHTS

-    Creation of a leading international private healthcare group with deep operational
     expertise and a well-balanced geographic profile in Southern Africa, Switzerland and the
     United Arab Emirates ("UAE"), as well as exposure to the UK market through a minority stake in
     Spire Healthcare Group plc.

-    Al Noor, as enlarged by the acquisition of Mediclinic (the "Enlarged Group"), will on a
     revenue basis be the third largest private healthcare provider in South Africa, the largest in
     the UAE and the largest private medical network in Switzerland.
     The Enlarged Group had pro-forma revenue of USD4 billion for the fiscal period 2014/15,
     comprising 46% from Switzerland, 31% from South Africa and 23% from the UAE(1).

-    The Enlarged Group will operate 73 hospitals with around 10,200 beds and 35 clinics, and
     will have nearly 32,000 employees.

-    The Combination is to be implemented by:

     -    Al Noor acquiring Mediclinic pursuant to a South African scheme of arrangement,
          under which Mediclinic shareholders will receive 0.62500 new Al Noor shares for
          each Mediclinic share held(2) as well as the Mediclinic interim dividend expected to
          be paid in December 2015;
and

     -    Al Noor shareholders:

          -    receiving a special dividend of GBP3.28 per Al Noor share; and

          -    having the opportunity to tender their shares to Al Noor for cancellation for a
               cash payment of GBP8.32 per Al Noor share (subject to scale back if more
               than 74,069,109 Al Noor shares are tendered).

-    An existing Al Noor shareholder that tenders its shares (and assuming no scale-back
     under the tender offer) will receive cash of GBP11.60 per Al Noor Share, which represents
     a premium of approximately 39% to the closing price of GBP8.35 per Al Noor share on 1 October 2015(3).

-    The Combination will result in Mediclinic shareholders owning 84% to 93% of the Enlarged
     Group, depending on take-up by existing Al Noor shareholders under the tender offer and
     before the subscription by Remgro for new Al Noor shares (described below) to part-fund
     the tender offer.

-    The cash payments to existing Al Noor shareholders in respect of the special dividend and
     tender offer will be partly funded through (i) a subscription by Remgro Limited or its wholly-
     owned subsidiary for 72,115,384 new Al Noor shares at a fixed price of
     GBP8.32 per share, to raise proceeds of GBP600 million; and (ii) a loan facility of up to
     GBP400 million.

-    Mediclinic expects the Combination to be earnings neutral to Mediclinic shareholders in
     the first full year of consolidation and accretive thereafter.(4)

-    On completion, Al Noor will be renamed "Mediclinic International plc" and the Enlarged
     Group will have a premium listing on the Main Market of the London Stock Exchange, as
     well as an inward secondary listing on the Main Board of the Johannesburg Stock
     Exchange and, possibly, on the Namibian Stock Exchange.




++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

14 October 2015

RECOMMENDED COMBINATION OF

AL NOOR HOSPITALS GROUP PLC

("Al Noor")

and

MEDICLINIC INTERNATIONAL LIMITED

("Mediclinic")

Further to the announcements made by Al Noor and Mediclinic on 5 October 2015 and 6 October
2015, respectively, in relation to their discussions regarding a possible combination of the two
companies, the board of Al Noor ("Al Noor Board") and the independent board of Mediclinic
("Mediclinic Board") are pleased to announce that they have reached agreement on the terms of
a recommended combination of their respective businesses (the "Combination").

1.     Principal terms of the Combination

Mediclinic

To effect the Combination, which will be subject to the approval of Al Noor shareholders and
Mediclinic shareholders and to the other conditions summarised below, and to the full terms and
conditions which will be set out in detail in the shareholder circular to be published by Mediclinic in
due course, Al Noor will acquire all of the shares in Mediclinic pursuant to a scheme of
arrangement of Mediclinic under section 114 of the South African Companies Act No. 71 of 2008
(the "SA Companies Act") (the "Mediclinic Scheme").

Under the terms of the Mediclinic Scheme, which will be governed by South African law, Mediclinic
shareholders on the register on the relevant record date will be entitled to receive:

for each Mediclinic Share                 0.62500 new Al Noor Shares

This ratio has been determined on the basis of the volume-weighted average trading price of Al
Noor ordinary shares ("Al Noor Shares") on the LSE and Mediclinic shares ("Mediclinic Shares")
on the JSE for the five trading days ending on and including 1 October 2015. The volume-
weighted average trading prices have been calculated with reference to the volume-weighted
average trading prices (in GBP) as reported by Factset and Capital IQ.

Under the terms of the Mediclinic Scheme, participating Mediclinic shareholders will be entitled to
elect either:

-      for their Mediclinic Shares to be repurchased, in consideration of which Mediclinic will be
       obliged to pay to the shareholder, in respect of each Mediclinic Share repurchased, a sum
       equal to the ZAR equivalent value of 0.62500 Al Noor Shares as at the effective date of
       the Mediclinic Scheme, on the basis that the Mediclinic shareholder's right to payment will
       be ceded to Al Noor in settlement of an obligation assumed by that shareholder under the
       Mediclinic Scheme to subscribe for 0.62500 new Al Noor Shares in respect of each
       Mediclinic Share repurchased (the "Repurchase Option"); or

-      for their Mediclinic Shares to be transferred to Al Noor, in consideration of the allotment
       and issue to them of 0.62500 new Al Noor Shares in respect of each Mediclinic Share
       transferred (the "Exchange Option")
.

The Repurchase Option will be the default position for all Mediclinic shareholders who are South
African incorporated companies that do not make an election, while the Exchange Option will be
the default position for all other Mediclinic shareholders that do not make an election.

The record date for determining the entitlement of Mediclinic shareholders to participate in the
Mediclinic Scheme will be determined and announced in due course, but will be shortly before the
Mediclinic Scheme becomes effective, which is expected to be in the first quarter of 2016.

Mediclinic shareholders will retain the interim dividend expected to be paid in December 2015.

+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

15.     Termination of the Mediclinic listing on the JSE and Namibian Stock Exchange

Following the implementation of the Mediclinic Scheme, application will be made to the JSE to
terminate the listing of the Mediclinic Shares on the JSE and the Namibian Stock Exchange.

The secondary listing of the Enlarged Group on the JSE is expected to become effective, and
dealings in new Al Noor Shares on the JSE to commence, as soon as practicable after the
Mediclinic Scheme becomes effective. A listing for the Enlarged Group on the Namibian Stock
Exchange may also be sought, but is not a condition to the implementation of the Combination.



484
Shares / Re: SAB
« on: October 13, 2015, 03:49:25 pm »
For 41% of stock AB InBev is offering a partial-share alternative, essentially a combination of cash and stock translating into a lower per-share price of £ 39.03. The alternative was devised for SABMiller's two largest shareholders, Altria Group Inc. and the Santo Domingo family's investment vehicle BevCo, and helps them with taxation and potential accounting issues.

The latest proposal also includes a provision for SABMiller shareholders to get dividend payments, something the prior proposals didn't. SABMiller's shareholders are entitled to get up to 28 cents a share in dividends paid by the London- based brewer for the six months to Sept. 30 and a further 94 cents a share for the six month period ended March 31 next year before a possible deal is completed. That amounts to $1.22 a share and increases the amount SABMiller's shareholders get by about £ 1.3 billion.

485
Shares / Re: SAB
« on: October 13, 2015, 01:49:23 pm »
AB InBev would agree to a reverse break fee of USD 3 billion payable to SABMiller in the event that the transaction fails to close as a result of the failure to obtain regulatory clearances or the approval of AB InBev shareholders.
Just thought I would highlight that from my earlier post.

(Final offer date now extended to 28/10/15)

486
Shares / Re: SAB
« on: October 13, 2015, 09:59:15 am »
SABMiller plc ("SABMiller") and Anheuser-Busch InBev SA/NV ("AB InBev")

Agreement in principle and extension of PUSU deadline

The Boards of AB InBev (Euronext: ABI) (NYSE: BUD) and SABMiller (LSE: SAB) (JSE: SAB) announce that they have reached agreement in principle on the key terms of a possible recommended offer to be made by AB InBev for the entire issued and to be issued share capital of SABMiller (the "Possible Offer").

Terms of Possible Offer

Under the terms of the Possible Offer, SABMiller shareholders would be entitled to receive GBP 44.00 per share in cash, with a partial share alternative ("PSA") available for approximately 41% of the SABMiller shares.

The all-cash offer represents a premium of approximately 50% to SABMiller's closing share price of GBP 29.34 on 14 September 2015 (being the last business day prior to renewed speculation of an approach from AB InBev).

The PSA consists of 0.483969 unlisted shares and GBP 3.7788 in cash for each SABMiller share, equivalent to a value of GBP 39.03 per SABMiller share on 12 October 2015, representing a premium of approximately 33% to the closing SABMiller share price of GBP 29.34 as of 14 September 2015. Further details of the PSA are set out below.

In addition, under the Possible Offer, SABMiller shareholders would be entitled to any dividends declared or paid by SABMiller in the ordinary course in respect of any completed six-month period ended 30 September or 31 March prior to completion of the possible transaction, which shall not exceed USD 0.2825 per share for the period ended 30 September 2015 and a further USD 0.9375 per share for the period ended 31 March 2016 (totalling USD 1.22 per share) and shall not exceed an amount to be agreed between AB InBev and SABMiller in respect of periods thereafter (which shall be disclosed in any announcement of a firm intention to make an offer).

The Board of SABMiller has indicated to AB InBev that it would be prepared unanimously to recommend the all-cash offer of GBP 44.00 per SABMiller share to SABMiller shareholders, subject to their fiduciary duties and satisfactory resolution of the other terms and conditions of the Possible Offer.



 
 

Antitrust and reverse break fee

In connection with the Possible Offer, AB InBev would agree to a "best efforts" commitment to obtain any regulatory clearances required to proceed to closing of the transaction. In addition, AB InBev would agree to a reverse break fee of USD 3 billion payable to SABMiller in the event that the transaction fails to close as a result of the failure to obtain regulatory clearances or the approval of AB InBev shareholders.

Pre-conditions

The announcement of a formal transaction would be subject to the following matters:

a)   unanimous recommendation by the Board of SABMiller in respect of the all-cash offer, and the execution of irrevocable undertakings to vote in favour of the transaction from members of the SABMiller Board, in a form acceptable to AB InBev;

b)   the execution of irrevocable undertakings to vote in favour of the transaction and to elect for the PSA from SABMiller's two major shareholders, Altria Group, Inc. and BevCo Ltd., in each case in respect of all of their shareholding and in a form acceptable to AB InBev and SABMiller;

c)   the execution of irrevocable undertakings to vote in favour of the transaction from AB InBev's largest shareholders, the Stichting Anheuser-Busch InBev, EPS Participations SaRL and BRC SaRL in a form acceptable to AB InBev and SABMiller;

d)   satisfactory completion of customary due diligence; and

e)   final approval by the Board of AB InBev.

The Board of AB InBev fully supports the terms of this Possible Offer and expects (subject to the matters above) to give its formal approval immediately prior to announcement.

AB InBev reserves the right to waive in whole or in part any of the pre-conditions to making an offer set out in this announcement, other than c) above which will not be waived.

The conditions of the transaction will be customary for a combination of this nature, and will include approval by both companies' shareholders and receipt of antitrust and regulatory approvals.

In view of the timetable for obtaining some of these approvals, AB InBev envisages proceeding by way of a pre-conditional scheme of arrangement in accordance with the Code.

The cash consideration under the transaction would be financed through a combination of AB InBev's internal financial resources and new third party debt.

Further details of the PSA

The PSA comprises up to 326 million shares, which will be available for approximately 41% of the SABMiller shares. These shares would take the form of a separate class of AB InBev shares (the "Restricted Shares")1, with the following characteristics:
 
·      Unlisted and not admitted to trading on any stock exchange;
·      Subject to a five-year lock-up from closing;
·      Convertible into AB InBev ordinary shares on a one for one basis after the end of that five year period;
·      Ranking equally with AB InBev ordinary shares with regards to dividends and voting rights; and
·      Director nomination rights.
 
SABMiller shareholders who elect for the partial share alternative will receive 0.483969 Restricted Shares2 and GBP 3.7788 in cash for each SABMiller share.

1 The Possible Offer will involve the formation of a new combined company (“NewCo”) expected to be incorporated in Belgium, which would acquire 100% of AB InBev. AB InBev shareholders would receive one NewCo ordinary share for each AB InBev share. References to the Restricted Shares and ordinary shares arising upon conversion are references to shares in NewCo. References to AB InBev shall be construed accordingly, where appropriate

2 In the event that elections under the partial share alternative are received for more than 326 million Restricted Shares then such elections will be reduced on a pro rata basis.


Extension of the PUSU deadline

In accordance with Rule 2.6(a) of the Code, AB InBev was required, by not later than 5.00 pm on 14 October 2015, to either announce a firm intention to make an offer for SABMiller in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer for SABMiller, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies.

In accordance with Rule 2.6(c) of the Code, the Board of SABMiller has requested that the Panel on Takeovers and Mergers (the "Panel") extends the relevant deadline, as referred to above, to enable the parties to continue their talks regarding the Possible Offer. In the light of this request, an extension has been granted by the Panel and AB InBev must, by not later than 5.00 pm on 28 October 2015, either announce a firm intention to make an offer for SABMiller in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer for SABMiller, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.

AB InBev reserves the following rights:

a)   to introduce other forms of consideration and/or to vary the composition of consideration;

b)   to implement the transaction through or together with a subsidiary of AB InBev or NewCo or a company which will become a subsidiary of AB InBev or NewCo;

c)   to make an offer (including the all-cash offer and PSA) for SABMiller at any time on less favourable terms:

(i)   with the agreement or recommendation of the Board of SABMiller;

(ii)   if a third party announces a firm intention to make an offer for SABMiller on less favourable terms; or

(iii)  following the announcement by SABMiller of a whitewash transaction pursuant to the Code; and

d)   to reduce its offer (including the all-cash offer and PSA) by the amount of any dividend that is announced, declared, made or paid by SABMiller prior to completion, save for ordinary course dividends declared or paid prior to completion, which shall not exceed USD 0.2825 per share for the period ended 30 September 2015 and a further USD 0.9375 per share for the period ended 31 March 2016 (totalling USD 1.22 per share) and shall not exceed an amount to be agreed between AB InBev and SABMiller in respect of periods thereafter (which shall be disclosed in any announcement of a firm intention to make an offer).

The announcement does not constitute an offer or impose any obligation on AB InBev to make an offer, nor does it evidence a firm intention to make an offer within the meaning of the Code. There can be no certainty that a formal offer will be made.

A further announcement will be made when appropriate.

487
Shares / Re: SAB
« on: October 12, 2015, 04:01:11 pm »

488
Off topic / Live chat
« on: October 09, 2015, 05:33:19 pm »
President Jacob Zuma has appealed to all companies – particularly those who do business with the state – to donate money to the ANC, warning that those who did not do so would be in “danger”.   http://mg.co.za/article/2015-10-09-your-business-is-in-danger-if-you-dont-donate-to-the-anc-zuma

489
Off topic / Live chat
« on: October 06, 2015, 12:30:10 pm »
SABMiller Plc rejected an informal takeover offer from Anheuser-Busch InBev NV of about 66.4 billion pounds ($100 billion) that it considered too low, according to people familiar with the matter. SABMiller today released a surprise trading update nine days earlier than planned, in which it announced that beer volume had returned to growth in the second quarter, helped by Africa and Latin America --- a trend that could figure into a sweetened offer from AB InBev.

490
Shares / Re: My Beginner's Portfolio Blog(Experiment)
« on: October 01, 2015, 01:17:31 pm »
You know of course that there is no dividend withholding tax on locally registered REITS## - eg. Texton
Also a number of companies incl. some REITS offer shareholders an election to either receive scrip (i.e. shares in lieu of cash dividends)
or cash dividends. There is no brokerage if you opt for shares (scrip) and usually they are issued at a discount to the ruling share price.

##Applies to local tax residents. Non residents = 15%

491
Shares / Re: SAB
« on: September 29, 2015, 06:35:57 pm »
September 29, 2015 — 5:24 PM SAST Updated on September 29, 2015 — 5:43 PM SAST

Deutsche Bank, BNP Paribas, SocGen also submitted proposals
ABI, SAB have had informal contact since plan was disclosed

Anheuser-Busch InBev NV is lining up banks including Bank of America Corp. and Banco Santander SA to arrange as much as $70 billion in financing as it prepares to make a takeover proposal for SABMiller Plc, according to people familiar with the matter.
Deutsche Bank AG, BNP Paribas SA and Societe Generale SA have also submitted financing proposals to the world’s biggest brewer, said the people, asking not to be named as the matter is private. AB InBev is working with about 10 banks to arrange total financing of $50 billion to $70 billion, they said. Talks are ongoing and the timing of any offer will depend on finalizing the funding package, they said.
Since AB InBev’s intention to pursue a takeover of SABMiller was disclosed on Sept. 16, there has been informal contact between the companies, two of the people said. Any deal could value the smaller, London-listed brewer at more than $100 billion, according to analysts’ estimates.
SABMiller shares rose as much as 6.9 percent in London and closed 4.9 percent higher at 3,814 pence. AB InBev pared losses to close down 2.8 percent at 93.55 euros.
The acquisition of SABMiller would be the biggest in the industry’s history and cap more than a decade of consolidation across brewing companies. AB InBev may pay more than 4,200 pence for each share of SABMiller, according to data compiled by Bloomberg based on the average estimate of five analysts. That would value SABMiller at about 68 billion pounds ($103 billion).
SABMiller is signaling it may consider an offer of about 4,300 pence to 4,500 pence per share, two of the people said, adding that the valuation is still being discussed and will also depend on the structure of the offer.
The beer maker would probably raise about $60 billion of debt to finance the acquisition, Owen Murfin, a London-based portfolio manager on BlackRock Inc.’s global bond team, said last week. That would be a record bond offering, exceeding the $49 billion that Verizon Communications Inc. raised two years ago to fund its buyout of Vodafone Group Plc’s stake in a wireless venture.
Under the U.K. Takeover Panel rules, AB InBev has till 5 p.m. on Oct. 14 to make an offer or announce it doesn’t intend to proceed. SABMiller may also ask the panel for an extension.
Spokesmen for AB InBev and SABMiller declined to comment. Representatives for BofA, Deutsche Bank, Santander and SocGen also declined to comment. Officials at BNP Paribas didn’t respond to requests to comment.

InBev Said to Line Up BofA, Santander on SABMiller Financing

492
Shares / Re: GlencoreXstrata - GLN
« on: September 28, 2015, 04:41:36 pm »
I mostly ignore consensus forecasts - eg. AGL/BIL etc. were BUY's since 2010. Put that in your pipe and smoke it.  8)

493
Shares / Re: SAB
« on: September 28, 2015, 10:28:35 am »

494
Shares / Re: Tax
« on: September 27, 2015, 04:44:57 pm »
Losses are carried over to subsequent tax years until they can be offset or partially offset against gains.

That's how it works with me, but I am not classified as a trader. See also XXXXX post .

http://shareforum.co.za/shares/tax/msg8155/#msg8155

495
Shares / Re: For Questions That Don't Fit
« on: September 26, 2015, 05:44:44 pm »
Hey, it is merely the weighted average cost (incl. brokerage charges) of the shares.

https://support.google.com/finance/?hl=en#161761

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