Announcement Regarding the Delisting Of the MRI Botswana Limited Shares from the Botswana Stock Exchange (BSE)
The Board of Directors of MRI Botswana Limited (MRIB)
wishes to inform all its stakeholders that the shareholders
of the company approved at its Extraordinary General
Meeting held on 29 August 2008, a resolution to delist
its ordinary shares from the BSE. The BSE has on 11
September 2008 given its official approval for the delisting
of the Company from the Official List of the Bourse.
The Company will accordingly be delisted from the
Official List of the BSE with effect from 8.00 a.m. on
12 September 2008 (Friday).
BACKGROUND ON THE COMPANY
MRI Botswana Limited began operations in Botswana
in March 1992. The core business of the company is
in the field of Pre Hospital Emergency Medical Care
(PHEMC). The essence of MRI is its 24/7/365 Call Centre
in Gaborone, which is manned by a team of highly
qualified doctors, paramedics and nursing staff and call
centre representatives. Other base stations are located
in Palapye, Francistown and Maun. All the stations are
each manned by a team of highly skilled paramedic
staff.
MRI has accumulated over 16 years’ experience in the
Botswana market in ground and air evacuation,
transportation and medical assistance to the sick and
injured patients in Botswana. The Company has its own
hardware and infrastructure, and works in co-operation
with similar organisations in the Southern African region
and internationally.
Apart from the highly skilled personnel, MRIB Limited
has available to it rapid response vehicles, ambulances
and access to fixed wing aircraft or helicopters to ensure
the most efficient and effective response possible. The
inclusion of modern medical equipment ensures that
the Company can adequately cope with serious medical
conditions, whether they involve neonates, pediatrics
or adults.
In September 1998, MRIB Limited became the first
medical assistance company in the world to go public
when it listed on the BSE. It was also the first company
to issue share certificates in Setswana and English.
To date, the MRI brand carries significant recognition
in Botswana in the field of Pre-Hospital Emergency
Medical Care (PHEMC). The Company has earned the
trust of the diplomatic corps, corporate clients, medical
aid schemes/societies and insurance groups, which
form the bulk of our clientele.
In 1999, MRI Botswana partnered with International
SOS; the largest and oldest privately held Assistance
Company in the world. International SOS operates 24-hour Alarm Centers, International Clinics, and remote
medical facilities across five continents. Medical, security
and technical support services are offered in more than
89 languages to corporate businesses and those living
and traveling outside their home countries.
WHY DELIST
The Southview (Pty) Ltd (“Southview”) Mandatory Offer
to MRIB minorities officially closed on Friday 11 July
2008 following an extension from the previous deadline
of Friday 4 July 2008.
At the close of business on Friday 11 July 2008
Southview had succeeded in acquiring 1, 586, 634
(47%) of the 3, 348, 022 ordinary shares of the MRIB
held by minority shareholders, these exclude the shares
collectively held by Southview and BOMaid. Southview
and BOMaid now hold 90.262% (16, 326, 112 units) of
the ordinary shares in MRIB.
As a result of the Offer MRIB was no longer in compliance
with the following BSE Rules:
- Section 4.21(d) of the BSE Rules - 20% of the equity
shares are no longer held by the public and therefore
the counter does not comply with the minimum
spread requirements.
- Section 4.2.1(e) (i) of the BSE Rules - the number
of public shareholders of the listed securities shall
be less than 300.
Furthermore it is the Board’s view that:
- The costs and regulatory requirements associated
with maintaining admission to BSE are a significant
burden on the Company's existing financial
resources. We believe that the ongoing cost and
administrative burden of maintaining a BSE quotation
outweighs the benefit gained from it.
- The Company has seen limited trading volumes in
the Company's shares since its listing.
- Notably in the past five (5) years the company has
been on a decline both in revenue and profitability,
with significant rise in costs. This will therefore
provide an opportunity to re-build MRIB.
The Board has therefore come to the conclusion that
it is in the best interests of the Company and its
Shareholders for MRIB to terminate its listing from the
BSE.
Under Section 96 (1) (b) of the Companies Act, 2006
(Act No. 32 of 2004), the De-listing can only be effected
by the Company after securing Shareholder approval
through a resolution of Shareholders in a general meeting,
which approval was adopted in the EGM held on 29th
August 2008.
IMPLICATIONS OF DELISTING FOR SHAREHOLDERS WHO DID NOT ACCEPT THE OFFFER
Shareholders should note that shares of unquoted
companies are generally valued at a discount to the
shares of comparable listed companies as a result of
the lack of marketability and liquidity. Following the
Delisting, it is likely to be difficult for Shareholders who
did not accept the Offer to sell their Shares in the
absence of a public market for the Shares as there will
be no arrangement for Shareholders to exit. Furthermore
even if such Shareholders are able to sell their Shares
they may receive a lower price as compared with the
Offer Price.
As an unquoted company, the Company will no longer
be obliged to comply with the requirements of the BSE.
Nonetheless, as a company incorporated in Botswana,
the Company will still need to comply with the
Companies Act 2006 (Act No.32 of 2004) and the
interests of Shareholders who did not accept the Offer
will be protected to the extent provided for by this legal
framework.
The company would like to advise Shareholders who
are in doubt of their position to seek independent
professional advice.
THE FUTURE
The MRIB Board of Directors and Management would
like to assure all stakeholders that the new shareholding
and the company’s de-listing from the BSE will not in
anyway negatively affect the operations of MRIB. This
is in effect a positive move in strengthening and
expanding the company’s operations and the product
lines of the organisation.
Previously MRIB operated within the Botswana market
only to avoid competing with its holding company, with
the new shareholding structure MRIB can look beyond
the borders without any restrictions.
MRIB’s main core business is the provision of Emergency
Services (Ground and Air evacuations), which it will
continue to provide without compromise of international
standards and best practice.
The company’s International standards and best practice
will continue to be maintained and bench marked on
the South African standards, being the best in the Region
and in collaboration with International partners in SOS
International.
The aim of the company is to expand its network in the
country, consolidate its current market position and
introduce new products to its existing lines.
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