Recommended Cash Acquisition of Mediclinic
Mediclinic International plc
(Incorporated in England and Wales)
Company Number: 08338604
LSE Share Code: MDC
JSE Share Code: MEI
NSX Share Code: MEP
ISIN: GB00B8HX8Z88
LEI: 2138002S5BSBIZTD5I60
South African income tax number: 9432434182
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
4 AUGUST 2022
RECOMMENDED CASH ACQUISITION
of
Mediclinic International plc (“Mediclinic”)
by
Manta Bidco Limited (“Bidco”)
(a newly formed company owned by joint offerors: (i) Remgro Limited (“Remgro”) (through
the Relevant Remgro Subsidiaries); and (ii) SAS Shipping Agencies Services S.à r.l. (“SAS”),
a wholly owned subsidiary of MSC Mediterranean Shipping Company SA (“MSC”) (together,
the “Consortium”) to be effected by means of a Scheme of Arrangement under Part 26 of the
Companies Act
Summary
• The boards of Bidco, Remgro, SAS and Mediclinic (excluding the Remgro representative) are
pleased to announce that they have reached agreement on the terms of a recommended cash
offer to be made by Bidco to acquire the entire issued and to be issued ordinary share capital
of Mediclinic, other than the 328,497,888 Mediclinic Shares already owned by the Relevant
Remgro Subsidiaries (representing approximately 44.56 per cent. of Mediclinic’s issued
ordinary share capital as at 2 August 2022, being the latest practicable date prior to the date
of this announcement). The Acquisition is to be effected by means of a Scheme of
Arrangement under Part 26 of the Companies Act.
• The Acquisition values the entire issued and to be issued ordinary share capital of Mediclinic
at approximately £3.7 billion and an implied enterprise value of approximately £6.1 billion.
• Under the terms of the Acquisition, Scheme Shareholders shall be entitled to receive 504
pence in cash for each Mediclinic Share held (the “Acquisition Price”), representing:
• a premium of approximately 50 per cent. to the volume-weighted average price per
Mediclinic Share of 337 pence for the 6 months to 25 May 2022 (being the day prior
to the date on which the Initial Proposal was made);
• a premium of approximately 35 per cent. to the Closing Price per Mediclinic Share of
373 pence on 25 May 2022 (being the day prior to the date on which the Initial
Proposal was made);
• a premium of approximately 23 per cent. to the Closing Price per Mediclinic Share of
411 pence on 7 June 2022 (being the day prior to the market speculation of an
approach); and
• an implied enterprise value multiple of approximately 11.2 times Mediclinic’s reported
adjusted EBITDA of £522 million for the year ended 31 March 2022.
• Mediclinic Shareholders shall be entitled to receive the final dividend of 3 pence per Mediclinic
Share declared by Mediclinic on 25 May 2022 and approved at the Mediclinic Annual General
Meeting on 28 July 2022 (the “Agreed Dividend”). Following the Agreed Dividend record date
(which is currently expected to be 5 August 2022) the Acquisition Price shall be reduced by
the amount of the Agreed Dividend, in which case any references to the Acquisition Price will
be deemed to be a reference to the Acquisition Price as so reduced and eligible Mediclinic
Shareholders will be entitled to retain the Agreed Dividend when paid (which is currently
expected to be on 26 August 2022).
• If, on or after the date of this announcement and on or prior to the Effective Date, any dividend,
distribution, or other return of value (other than the Agreed Dividend) is declared, made, or
paid or becomes payable by Mediclinic, Bidco reserves the right to reduce the Acquisition
Price by an amount up to the amount of such dividend, distribution or other return of value in
which case any references to the Acquisition Price will be deemed to be a reference to the
Acquisition Price as so reduced. In such circumstances, eligible Mediclinic Shareholders shall
be entitled to retain any such dividend, distribution, or other return of value declared, made,
or paid.
The Consortium
• Remgro is a diversified investment holding company listed on the Johannesburg Stock
Exchange, and holds investments in the healthcare, consumer products, financial services,
infrastructure, industrial and media industries. SAS is an indirect, wholly owned subsidiary of
MSC. The MSC group is a global business engaged in the shipping, terminals, logistics and
cruises sector.
• Remgro (indirectly via the Relevant Remgro Subsidiaries) and SAS will each own 50 per cent.
of Bidco following completion of the Acquisition.
Mediclinic Recommendation
• The Independent Mediclinic Directors, who have been so advised by Morgan Stanley and
UBS as to the financial terms of the Acquisition, consider the terms of the Acquisition to be
fair and reasonable. In providing their advice to the Independent Mediclinic Directors, Morgan
Stanley and UBS have taken into account the commercial assessments of the Independent
Mediclinic Directors.
• Accordingly, the Independent Mediclinic Directors intend to recommend unanimously that
Scheme Shareholders vote in favour of the Scheme at the Court Meeting and the Mediclinic
Shareholders vote in favour of the resolutions to be proposed at the General Meeting as the
Independent Mediclinic Directors have irrevocably undertaken to do in respect of their own
beneficial holdings of 300,030 Mediclinic Shares representing, in aggregate, approximately
0.041 per cent. of the ordinary share capital of Mediclinic in issue, and 0.073 per cent. of the
Scheme Shares eligible to vote at the Court Meeting, in each case on 2 August 2022 (being
the latest practicable date prior to this announcement).
Timetable and Conditions
• It is intended that the Acquisition will be implemented by way of a court-sanctioned scheme of
arrangement under Part 26 of the Companies Act and that the Acquisition be put to Scheme
Shareholders for approval at the Court Meeting and to the Mediclinic Shareholders at the
General Meeting, although Bidco reserves the right to elect (with the consent of the Panel,
and subject to the terms of the Co-operation Agreement) to implement the Acquisition by way
of a Takeover Offer. In order to become Effective, the Scheme must be approved by a majority
in number of the Scheme Shareholders voting at the Court Meeting, either in person or by
proxy, representing at least 75 per cent. in value of the Scheme Shares voted. In addition, a
special resolution implementing the Scheme must be passed by Mediclinic Shareholders
representing at least 75 per cent. of votes cast at the General Meeting.
• The 328,497,888 Mediclinic Shares owned by the Relevant Remgro Subsidiaries as at 2
August 2022 (being the latest practicable date prior to this announcement) will not be Scheme
Shares and will not be acquired by Bidco pursuant to the Acquisition, but will be acquired by
Bidco pursuant to the Subscription and Rollover Agreement. The Relevant Remgro
Subsidiaries will not be permitted to vote such Mediclinic Shares at the Court Meeting, but will
be permitted to vote such Mediclinic Shares at the General Meeting.
• The Acquisition is conditional on, amongst other things, the approval of Mediclinic
Shareholders, approvals under the respective merger control regimes in South Africa,
Namibia, Switzerland and Cyprus, and approval by the Financial Surveillance Department of
the South African Reserve Bank, as set out in further detail in Appendix I to this
announcement. It is expected that the Scheme will become Effective in Q1 2023 and following
this Mediclinic will be delisted from the London Stock Exchange, Johannesburg Stock
Exchange and the Namibian Stock Exchange.
• Mediclinic Shareholders on the South African and Namibian registers of Mediclinic will, as
required, receive the consideration due to them under the terms of the Acquisition in South
African Rand. The Scheme Document will include further details in relation to this currency
exchange. For the avoidance of doubt, the Agreed Dividend and any other dividends,
distributions, or other return of value to be paid by Mediclinic to Mediclinic Shareholders on
the South African and Namibian registers will be in South African Rand.
• It is expected that the Scheme Document, containing further information about the Acquisition
(including an expected timetable of key events) and notices of the Court Meeting and the
General Meeting, together with the Forms of Proxy, shall be published as soon as practicable
and, in any event, within 28 days of this announcement.
Commenting on the Acquisition, Dame Inga Beale, Chair of Mediclinic, said:
“The recommended offer represents a near-term value realisation for Mediclinic shareholders at an
attractive premium.
Over 39 years, Mediclinic has developed into the leading international healthcare services group it
is today. During this time, Remgro has remained a supportive long-term shareholder. Together with
SAS, the Consortium’s resources will put Mediclinic in a strong position to continue to serve patients
through our broad range of high-quality healthcare services.”
Commenting on the Acquisition, Jannie Durand, CEO of Remgro said:
“I am delighted that Remgro is participating in this transaction, which is fully aligned with our strategy
of prioritising our ownership of structurally attractive, unlisted assets. Since its founding, Remgro
has been a long-standing and supportive shareholder of Mediclinic. We are proud of what the
business has achieved over that period and look forward to continuing our support, alongside our
partner SAS, as the business transitions to the next phase of its evolution under stable, long-term
ownership. Under the stewardship of the Consortium, Mediclinic will be well-positioned to execute
on its strategy and undertake the investment required to realise the full potential of the business.”
Commenting on the Acquisition, Diego Aponte, Group President of MSC, said:
“We are delighted to be partnering with Remgro on the acquisition of Mediclinic, a business we have
great admiration for. MSC is very well placed to provide long-term capital, as well as our insight and
experience from operating a global business, in order to support the strategic ambitions of the
Mediclinic management team. We believe that, alongside Remgro, our ownership will provide
Mediclinic with significant resources to the benefit of all of Mediclinic’s stakeholders, including in
particular its patients, employees, doctors and host governments.”
This summary should be read in conjunction with the full text of this announcement
(including its Appendices). The Acquisition shall be subject to the Conditions and further
terms set out in Appendix I to this announcement and to the full terms and conditions which
shall be set out in the Scheme Document. Appendix II to this announcement contains the
sources of information and bases of calculations of certain information contained in this
announcement, Appendix III contains a summary of the irrevocable undertakings received in
relation to the Acquisition and Appendix IV contains definitions of certain expressions used
in this summary and in this announcement.
The person responsible for arranging the release of this announcement on behalf of Mediclinic is
Gert Hattingh, Group Chief Governance Officer.
Enquiries:
Remgro
Lwanda Zingitwa (Head of Investor Relations) +27 21 888 3000
MSC / SAS
Giles Broom +41 22 703 9886
Nomura International plc (Lead Financial Adviser to the
Consortium)
Adrian Fisk +44 (0)20 7102 1000
Ben Lowther
Oliver Donaldson
M (ii) business and management strategies
and the expansion and growth of Bidco’s, any member of the Wider Bidco Group’s or Mediclinic’s
operations and potential synergies resulting from the Acquisition; and (iii) the effects of global
economic conditions and governmental regulation on Bidco’s, any member of the Wider Bidco
Group’s or Mediclinic’s business.
By their nature, forward looking statements involve risk and uncertainty because they relate to
events and depend on circumstances that shall occur in the future. These events and circumstances
include, but are not limited to, uncertainties involved in the integration of acquisitions or new
developments, changes in legislation or the regulatory regime governing healthcare in Switzerland,
South Africa, Namibia and the United Arab Emirates, poor performance by healthcare practitioners
who practise in the Mediclinic Group’s facilities, unexpected regulatory actions or suspensions,
competition in general, the Mediclinic Group’s ability to obtain or maintain accreditation or approval
for its facilities or service lines, changes in the global, political, economic, business, competitive,
market and regulatory forces, future exchange and interest rates, changes in tax rates, future
business combinations or disposals, the impact of tax and other legislation or regulations in the
jurisdictions in which the Mediclinic Group operates, and any epidemic, pandemic or disease
outbreak. If any one or more of these risks or uncertainties materialises or if any one or more of the
assumptions prove incorrect, actual results may differ materially from those expected, estimated or
projected. Such forward looking statements should therefore be construed in the light of such
factors.
Neither Mediclinic nor Bidco, nor any member of the Wider Bidco Group or the Mediclinic Group,
nor any of their respective associates or directors, officers or advisers, provides any
representation, assurance or guarantee that the occurrence of the events expressed or implied in
any forward looking statements in this announcement shall actually occur. Given these risks and
uncertainties, potential investors should not place any reliance on forward looking statements.
Specifically, statements of estimated cost savings and synergies relate to future actions and
circumstances which, by their nature involve risks, uncertainties and contingencies. As a result,
the cost savings and synergies referred to may not be achieved, may be achieved later or sooner
than estimated, or those achieved could be materially different from those estimated. As a result,
and given the fact that the changes relate to the future, the resulting cost synergies may be
materially greater or less than those estimated.
The forward looking statements speak only at the date of this announcement. All subsequent oral
or written forward looking statements attributable to any member of the Wider Bidco Group or
the Mediclinic Group, or any of their respective associates, directors, officers, employees or
advisers, are expressly qualified in their entirety by the cautionary statement above.
Mediclinic, Bidco and the Wider Bidco Group expressly disclaim any obligation to update such
statements other than as required by law or by the rules of any competent regulatory authority,
whether as a result of new information, future events or otherwise.
No profit forecasts or estimates or quantified benefits statements
Save for the FY23 Guidance (as set out in Appendix V to this announcement and which is classed
as a profit forecast for the purposes of the Code), no statement in this announcement is intended as
a profit forecast, profit estimate or quantified benefits statement by Mediclinic for any period and no
statement in this announcement should be interpreted to mean that earnings or earnings per share
for Bidco or Mediclinic, as appropriate, for the current or future financial years would necessarily
match or exceed the historical published earnings or earnings per share for Bidco or Mediclinic, as
appropriate.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of
relevant securities of an offeree company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the commencement of the Offer
Period and, if later, following the announcement in which any securities exchange offeror is first
identified. An Opening Position Disclosure must contain details of the person’s interests and short
positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company
and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom
Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business
Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m.
(London time) on the 10th Business Day following the announcement in which any securities
exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree
company or of a securities exchange offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of
any class of relevant securities of the offeree company or of any securities exchange offeror must
make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or
of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person’s interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s),
save to the extent that these details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m.
(London time) on the Business Day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or
informal, to acquire or control an interest in relevant securities of an offeree company or a securities
exchange offeror, they shall be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and
Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position
Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the
Panel’s website at https://www.thetakeoverpanel.org.uk/, including details of the number of relevant
securities in issue, when the Offer Period commenced and when any offeror was first identified. You
should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt
as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Electronic communications
Please be aware that addresses, electronic addresses and certain information provided by
Mediclinic Shareholders, persons with information rights and other relevant persons for the receipt
of communications from Mediclinic may be provided to Bidco during the Offer Period as requested
under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.
Publication on website and availability of hard copies
A copy of this announcement shall be made available subject to certain restrictions relating to
persons resident in Restricted Jurisdictions on the websites of Remgro, MSC and Mediclinic at
www.remgro.com, www.msc.com and https://investor.mediclinic.com/regulatory-news/offer-
mediclinic-international-plc respectively by no later than 12 noon (London time) on 5 August 2022.
For the avoidance of doubt, the contents of these websites are not incorporated into and do not form
part of this announcement.
You may request a hard copy of this announcement by contacting Computershare Investor Services
PLC in the United Kingdom at This email address is being protected from spambots. You need JavaScript enabled to view it. or The Pavilions, Bridgwater
Road, Bristol, BS13 8AE, United Kingdom, or by calling 0370 703 6022 if dialling from the UK and
+44 370 703 6022 if dialling from abroad, or Mediclinic Corporate Office, 25 Du Toit Street,
Stellenbosch, 7599 in South Africa at This email address is being protected from spambots. You need JavaScript enabled to view it. or by calling +27 21 809 6500 during
normal business hours. You may also request that all future documents, announcements and
information to be sent to you in relation to the Acquisition should be in hard copy form.
Rounding
Certain figures included in this announcement have been subjected to rounding adjustments.
Accordingly, figures shown for the same category presented in different tables may vary slightly and
figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that
precede them.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
4 August 2022
RECOMMENDED CASH ACQUISITION
of
Mediclinic International plc (“Mediclinic”)
by
Manta Bidco Limited (“Bidco”)
(a newly formed company owned by joint offerors (i) Remgro Limited (“Remgro”) (through
the Relevant Remgro Subsidiaries) and (ii) SAS Shipping Agencies Services S.à r.l. (“SAS”),
a wholly owned subsidiary of MSC Mediterranean Shipping Company SA (“MSC”) (together,
the “Consortium”) to be effected by means of a Scheme of Arrangement under Part 26 of
the Companies Act
1 Introduction
The boards of Bidco, Remgro, SAS and Mediclinic (excluding the Remgro representative) are
pleased to announce that they have reached agreement on the terms of a recommended cash
offer by Bidco to acquire the entire issued and to be issued ordinary share capital of Mediclinic,
other than the 328,497,888 Mediclinic Shares already owned by the Relevant Remgro
Subsidiaries (representing approximately 44.56 per cent. of Mediclinic’s issued ordinary share
capital as at 2 August 2022, being the latest practicable date prior to the date of this
announcement). The Acquisition is to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act.
2 The Acquisition
Under the terms of the Acquisition, which shall be subject to the Conditions and further terms
set out in Appendix I to this announcement and to be set out in the Scheme Document,
Scheme Shareholders at the Scheme Record Time shall be entitled to receive:
for each Mediclinic Share 504 pence in cash (the “Acquisition Price”).
The Acquisition values the entire issued and to be issued ordinary share capital of Mediclinic
at approximately £3.7 billion and an implied enterprise value of approximately £6.1 billion, and
represents:
• a premium of approximately 50 per cent. to the volume-weighted average price per
Mediclinic Share of 337 pence for the 6 months to 25 May 2022 (being the day prior
to the date on which the Initial Proposal was made);
• a premium of approximately 35 per cent. to the Closing Price per Mediclinic Share of
373 pence on 25 May 2022 (being the day prior to the date on which the Initial
Proposal was made);
• a premium of approximately 23 per cent. to the Closing Price per Mediclinic Share of
411 pence on 7 June 2022 (being the day prior to the market speculation of an
approach); and
• an implied enterprise value multiple of approximately 11.2 times Mediclinic’s reported
adjusted EBITDA of £522 million for the year ended 31 March 2022.
Mediclinic Shareholders shall be entitled to receive the final dividend of 3 pence per Mediclinic
Share declared by Mediclinic on 25 May 2022 and approved at the Mediclinic Annual General
Meeting on 28 July 2022 (the “Agreed Dividend”). Following the Agreed Dividend record date
(which is currently expected to be 5 August 2022), the Acquisition Price shall be reduced by
the amount of the Agreed Dividend, in which case any references to the Acquisition Price will
be deemed to be a reference to the Acquisition Price as so reduced and eligible Mediclinic
Shareholders will be entitled to retain the Agreed Dividend when paid (which is currently
expected to be on 26 August 2022).
If, on or after the date of this announcement and on or prior to the Effective Date, any dividend,
distribution, or other return of value (other than the Agreed Dividend) is declared, made, or
paid or becomes payable by Mediclinic, Bidco reserves the right to reduce the Acquisition
Price by an amount up to the amount of such dividend, distribution or other return of value in
which case any references to the Acquisition Price will be deemed to be a reference to the
Acquisition Price as so reduced. In such circumstances, eligible Mediclinic Shareholders shall
be entitled to retain any such dividend, distribution, or other return of value declared, made,
or paid.
Mediclinic Shareholders on the South African and Namibian registers of Mediclinic will, as
required, receive the consideration due to them under the terms of the Acquisition in South
African Rand. The Scheme Document will include further details in relation to this currency
exchange. For the avoidance of doubt, the Agreed Dividend and any other dividends to be
paid by Mediclinic to Mediclinic Shareholders on the South African and Namibian registers
will be in South African Rand.
It is expected that the Scheme Document shall be published as soon as practicable and, in
any event, within 28 days of this announcement, that the Court Meeting and the General
Meeting shall be held towards the end of September or in early October 2022, that the
Scheme shall become Effective in Q1 2023, and that following this Mediclinic will be delisted
from the London Stock Exchange, Johannesburg Stock Exchange and the Namibian Stock
Exchange.
3 Background to and reasons for the Acquisition
Mediclinic was founded by the Remgro group in South Africa. It commissioned Dr Edwin
Hertzog to undertake a feasibility study on private hospital provision in the Western Cape. His
conclusive research resulted in the formation of Mediclinic in 1983. Dr Hertzog led Mediclinic
for 37 years until 2020, when he stepped down as non-executive chairman. Today the Group
operates 74 hospitals, five sub-acute hospitals, two mental health facilities, 20 day case clinics
and 22 outpatient clinics in South Africa, Namibia, Switzerland and the Middle East, as further
described in paragraph 7 (Information on Mediclinic). In addition, the Group holds a 29.7 per
cent. interest in Spire Healthcare Group plc, a leading private healthcare group based in the
UK and listed on the London Stock Exchange. Remgro has been a longstanding and
supportive shareholder in Mediclinic’s 39 year history, which includes its geographic
expansion into Switzerland and the Middle East, and this support has been instrumental to
the success of the business.
Remgro is an investment holding company, listed on the Johannesburg Stock Exchange,
which was originally established in the 1940’s by the late Dr. AE Rupert. Under the guidance
of the Rupert family, its investment portfolio has evolved substantially over time and today
includes investments across various industries. Its investments are mainly in the healthcare,
consumer products, financial services, infrastructure, industrial and media industries. During
its history, Remgro has forged many strategic partnerships to drive superior returns for its
shareholders through sustainable dividends and capital growth. Remgro has high regard for
Mediclinic’s management and operations and wishes to support the Company’s long-term
growth ambition to further develop existing operations and expand into new geographies.
Remgro believes evolution in Mediclinic’s ownership structure towards a long-term,
sustainable construct, alongside a closely aligned partner, will be critical in realising the
Company’s full potential.
During the last 50 years, the Aponte family has built the MSC group into a global business
focused on the maritime transport, logistics and cruise industries. Today, MSC is a leading
shipping and private cruise business and employs more than 100,000 employees. MSC is
headquartered in Switzerland and has operations in 155 countries, including a strong
presence across Africa and the Middle East.
Remgro and MSC are strongly aligned in their common desire to invest for the long-term in
the private healthcare sector and the Consortium members also share a deep appreciation
for the importance of access to high quality healthcare and the corresponding positive societal
impact.
The Consortium believes that significant, long-term investment is required to realise the
potential of Mediclinic’s network of hospitals, clinics and other facilities, and to drive continued
growth for the benefit of all stakeholders across the continuum of care. Furthermore, the
Consortium believes that private ownership will better enable the management team to focus
on and execute their strategic vision for the business, supported by a well-capitalised and
closely aligned shareholder group, away from the requirements of the public markets,
particularly in light of operating, regulatory and macro-economic uncertainty. Private
ownership will better support Mediclinic by providing greater flexibility to capitalise on growth
opportunities in existing and new markets, in a more agile manner.
Remgro recognises the significant benefits of a partner with a shared long-term investment
horizon, with the financial resources available to support the ongoing investment in the
business to maintain its leading market positions. MSC, in its position as a leading container
shipping company and private cruise operator, brings extensive experience in operating a
global business and the Consortium believes Mediclinic will be able to leverage both
Consortium partners’ expertise as it seeks to continue to grow and expand its geographical
footprint. Remgro and MSC therefore believe that private ownership, under the Consortium’s
stewardship, will significantly benefit all stakeholders, including Mediclinic’s patients,
employees, doctors, host governments and wider Southern African, Swiss and Middle Eastern
stakeholders.
4 Recommendation
The Independent Mediclinic Directors, who have been so advised by Morgan Stanley and
UBS as to the financial terms of the Acquisition, consider the terms of the Acquisition to be
fair and reasonable. In providing their advice to the Independent Mediclinic Directors, Morgan
Stanley and UBS have taken into account the commercial assessments of the Independent
Mediclinic Directors.
Accordingly, the Independent Mediclinic Directors intend to recommend unanimously that
Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that Mediclinic
Shareholders vote in favour of the resolutions to be proposed at the General Meeting as the
Independent Mediclinic Directors have irrevocably undertaken to do in respect of their own
beneficial holdings of 300,030 Mediclinic Shares representing, in aggregate, approximately
0.041 per cent. of the ordinary share capital of Mediclinic in issue, and 0.073 per cent. of the
Scheme Shares eligible to vote at the Court Meeting, in each case on 2 August 2022 (being
the latest practicable date prior to this announcement).
Further details of these irrevocable undertakings are set out in Appendix III to this
announcement.
5 Background to and reasons for the recommendation
The Independent Mediclinic Directors are confident in the long-term prospects for Mediclinic
and believe that its strategy positions Mediclinic well for future growth in existing and new
markets. Mediclinic has continued to successfully execute the Group’s strategy to position
itself as an integrated healthcare partner, harnessing data, technology and innovation to
facilitate growth across the continuum of care.
Mediclinic’s 2022 Full-Year Results demonstrated improved financial performance, driven by
increased client activity as disruption from the pandemic receded. Mediclinic’s share price has
performed strongly, with an increase of 21 per cent. over the 12 months prior to the Initial
Proposal. The Independent Mediclinic Directors have therefore considered the future of the
Group and the Acquisition in light of a well-positioned business with a clear strategic direction.
As announced in Mediclinic’s AGM statement and trading update on 28 July 2022, during the
first quarter of FY23, the Group observed relatively low COVID-19 hospital admissions, with
patient mix continuing to normalise towards pre-pandemic levels. With pre-pandemic
seasonality returning, patient volumes were impacted in the quarter due to patients and staff
contracting COVID-19. Notwithstanding the increased macro uncertainty since the
announcement of Mediclinic’s 2022 Full-Year Results, guidance for FY23 (as set out in
Appendix V to this announcement) remains unchanged.
On 26 May 2022, the Consortium approached the Independent Non-Executive Chair of
Mediclinic with an unsolicited and conditional Initial Proposal to acquire the entire issued and
to be issued ordinary share capital of Mediclinic not already owned by the Relevant Remgro
Subsidiaries at 463 pence per Mediclinic Share (including the Agreed Dividend). The
Independent Mediclinic Directors evaluated the Initial Proposal, and after taking financial
advice, concluded that it failed to reflect the fair value of Mediclinic and its future prospects
and rejected the Initial Proposal.
As announced on 7 July 2022, following the response to the Initial Proposal, the Consortium
submitted three further proposals regarding the possible all cash offer for Mediclinic. As
described in the announcement, the Independent Mediclinic Directors rejected the first two of
the three further proposals. The third of the further proposals valued the Mediclinic Shares at
the same price as the Acquisition Price. The Acquisition Price of 504 pence per Mediclinic
Share (including the Agreed Dividend) represents a 9 per cent. increase from the Initial
Proposal.
Following careful consideration of the Group’s value against the improved price proposed by
the Consortium, the Independent Mediclinic Directors concluded that the terms of the
Acquisition fairly reflect the strength of Mediclinic's business and its future prospects and risks.
The Independent Mediclinic Directors, whilst confident in Mediclinic’s future prospects and
growth outlook, have also noted the increased uncertainty in the broader macroeconomic
environment which gives rise to potential headwinds, in particular as the Group seeks to
manage its operating costs.
The Acquisition provides Mediclinic Shareholders the opportunity to crystallise the value of
their holdings today, as well as realise in cash, possible future value creation through the
significant premium to the undisturbed share price.
Specifically, the Acquisition represents:
• a premium of approximately 50 per cent. to the volume-weighted average price per
Mediclinic Share of 337 pence for the 6 months to 25 May 2022 (being the day prior to
the date on which the Initial Proposal was made); and
• a premium of approximately 35 per cent. to the price per Mediclinic Share of 373 pence
on 25 May 2022 (being the day prior to the date on which the Initial Proposal was
made).
The Independent Mediclinic Directors note Remgro's track record of being a longstanding and
supportive shareholder in the Group, as well as the significant resources and global
connectivity that a partnership with MSC provides. The Independent Mediclinic Directors have
also considered the Consortium's other stated intentions for the business, management,
employees, pension schemes and other stakeholders of Mediclinic, and note in particular the
high regard attached by the Consortium to the quality of the Group’s management and what
has been achieved by Mediclinic in recent years.
The Independent Mediclinic Directors are confident that the Consortium is well positioned to
support Mediclinic’s strategy.
Accordingly, following careful consideration of the above factors, the Independent Mediclinic
Directors intend to unanimously recommend the Acquisition to Mediclinic Shareholders.
6 Information on Bidco, Remgro and SAS
Bidco
Remgro (acting through the Relevant Remgro Subsidiaries) and MSC (acting through its
wholly-owned subsidiary SAS Shipping Agencies Services S.à r.l.) are joint offerors with
respect to the Acquisition.
Following completion of the Acquisition, Bidco will be owned in the following proportions: (i)
the Relevant Remgro Subsidiaries will, in aggregate, own 50 per cent. of Bidco and (ii) SAS
will own 50 per cent. of Bidco.
Bidco has not traded since incorporation, nor has it entered into any obligations, other than in
connection with the offer and financing of the Acquisition.
The current directors of Bidco are Jannie Durand (with Stefan Crouse appointed as his
alternate) and Hugues Favard. Further details in relation to Bidco will be contained in the
Scheme Document.
Remgro
Remgro is a diversified investment holding company listed on the Johannesburg Stock
Exchange. Remgro was established in the 1940s by the late Dr AE Rupert, and now holds
investments in the healthcare, consumer products, financial services, infrastructure, industrial
and media industries. The Relevant Remgro Subsidiaries, being wholly-owned subsidiaries
of Remgro, currently hold 328,497,888 Mediclinic Shares (representing approximately 44.56
per cent. of Mediclinic’s issued ordinary share capital as at 2 August 2022, being the latest
practicable date prior to the date of this announcement.
SAS
SAS is a private limited company registered in Luxembourg and is an indirect, wholly owned
subsidiary of MSC. SAS holds the MSC group’s agencies network, container terminals and
logistics businesses. As at and for the financial year ended 31 December 2021, SAS and its
subsidiaries reported revenue of USD7.3 billion on a consolidated basis.
The MSC group is a global business engaged in the shipping, terminals, logistics and cruises
sector. Present in 155 countries, the MSC group facilitates international trade between the
world’s major economies, and among emerging markets across all continents. Founded in
1970 and headquartered in Geneva, Switzerland, since 1978, MSC is a privately-owned
organisation controlled by the Aponte Family.
7 Information on Mediclinic
Mediclinic is a diversified international private healthcare services group, established in South
Africa in 1983, with divisions in Switzerland, Southern Africa (South Africa and Namibia) and
the Middle East.
At 31 March 2022, Mediclinic comprised 74 hospitals, five subacute hospitals, two mental
health facilities, 20 day case clinics and 22 outpatient clinics. The Swiss operations included
17 hospitals and four day case clinics with around 1,900 inpatient beds; Southern Africa
operations included 50 hospitals (three of which in Namibia), five subacute hospitals, two
mental health facilities and 14 day case clinics (four of which operated by Intercare) across
South Africa, and around 8,650 inpatient beds; and the Middle East operations included seven
hospitals, two day case clinics and 22 outpatient clinics with around 1,000 inpatient beds in
the UAE. In addition, under management contract the Middle East will open a 200-bed
hospital in the Kingdom of Saudi Arabia in 2023.
Mediclinic also holds a 29.7 per cent. interest in Spire Healthcare Group plc, a leading private
healthcare group based in the United Kingdom and listed on the London Stock Exchange.
Mediclinic’s primary listing is on the London Stock Exchange, with secondary listings on the
Johannesburg Stock Exchange and the Namibian Stock Exchange.
8 Directors, management, employees, research and development and locations
Strategic plans for the Mediclinic business
As set out in paragraph 3 (Background to and reasons for the Acquisition), the Consortium
has a high regard for Mediclinic’s existing operations and wants to support Mediclinic’s
management team in its stated ambition to grow the business in both existing and new
geographies. The Consortium will rely on the current management and employees of
Mediclinic to deliver this vision. Furthermore, the Consortium is acutely aware of the positive
societal impact that Mediclinic and its dedicated staff have in the various jurisdictions where
Mediclinic operates, given the importance of access to high quality healthcare. Consequently,
the Consortium attaches great value to the skills, experience and commitment of the existing
management and employees of Mediclinic and believes that they will be a key factor in
maximising the long-term success of the business.
Management and employees
Once Mediclinic ceases to be a listed company, it will no longer require a UK-based investor
relations function, which may result in a limited headcount reduction within this specific
function. For any affected employees within this function who are not reassigned, the existing
redundancy practices and policies of Mediclinic and all statutory requirements will be
observed, including undertaking appropriate consultation with any affected employee or their
representatives to the extent required by law.
Save as set out above, the Consortium does not intend to make any material change in the
number of, balance of skills and functions of, or terms and conditions of employment of, the
employees and management of Mediclinic or its subsidiaries.
The Consortium confirms that, upon completion of the Acquisition, the existing contractual
and statutory employment rights of all management and employees of Mediclinic and its
subsidiaries will be fully safeguarded in accordance with applicable law.
The Consortium intends that Mediclinic’s and its subsidiaries’ pension schemes in Switzerland
will continue on their current terms without change and that employers participating in the
Swiss pension schemes will continue to make contributions (at appropriate levels), existing
members will continue to accrue benefits and new joiners will remain eligible for admission.
In addition, the Consortium confirms that there is no intention to make any changes to either
the provision of Mediclinic’s retirement medical benefit obligation in South Africa or the
provision of the UAE end-of-service obligation.
Upon completion of the Acquisition, the non-executive directors of Mediclinic, excluding
Jannie Durand and his alternate director Pieter Uys, will resign and from that point will cease
to be directors of Mediclinic.
Incentivisation and retention arrangements
The Consortium believes that the ongoing incentivisation of management of Mediclinic and
retention of key talent is very important to maintain and to improve performance. Accordingly,
the Consortium intends to put in place appropriate arrangements for management of
Mediclinic following completion of the Acquisition to ensure the retention of management and
the continued good governance of the business. However, no incentivisation or retention
arrangements have been implemented and no discussions with management in relation to
such arrangements have taken place.
Location of business, fixed assets and headquarters; research and development
The Consortium has no plans to make any material restructurings or change in the locations
of Mediclinic’s business nor to change the location or functions of the Mediclinic headquarters.
The Consortium does not intend to redeploy the fixed assets of Mediclinic. Furthermore, the
Consortium has no intention to make any changes to Mediclinic’s research and development
functions.
Trading Facilities
Mediclinic Shares are listed on the Official List of the London Stock Exchange, the
Johannesburg Stock Exchange and the Namibian Stock Exchange. As set out in paragraph
13 (Delisting and re-registration), applications will be made for the cancellation of the listing
of Mediclinic Shares on the Official List of the London Stock Exchange, the Johannesburg
Stock Exchange and the Namibian Stock Exchange and the cancellation of trading of the
Mediclinic Shares on the London Stock Exchange, the Johannesburg Stock Exchange and
the Namibian Stock Exchange.
No statements in this paragraph 8 are “post-offer undertakings” for the purposes of Rule 19.5
of the Code.
9 Mediclinic’s Share Plans
Participants in the Mediclinic Share Plans will be contacted regarding the effect of the
Acquisition on their rights under the Mediclinic Share Plans in due course. Details of the
impact of the Acquisition on the Mediclinic Share Plans will be included in the Scheme
Document.
10 Financing
The cash consideration payable to Scheme Shareholders under the Acquisition will be
financed by equity to be invested in Bidco by Remgro and SAS from their existing resources.
Nomura, acting as financial adviser to the Consortium, is satisfied that sufficient resources
are available to Bidco to enable it to satisfy in full the cash consideration payable to Scheme
Shareholders under the terms of the Acquisition.
The Relevant Remgro Subsidiaries, SAS and Bidco have entered into the Subscription and
Rollover Agreement, pursuant to which: (i) the Relevant Remgro Subsidiaries have agreed to
sell their Mediclinic Shares to Bidco in exchange for shares in Bidco; and (ii) Remgro
Healthcare Holdings Proprietary Limited and SAS have agreed to fund Bidco by way of equity
to enable Bidco to satisfy the cash consideration payable to Scheme Shareholders under the
Acquisition. Upon completion of the Acquisition, Remgro (indirectly via the Relevant Remgro
Subsidiaries) and SAS will each own 50 per cent. of Bidco.
11 Offer-related and other arrangements
Confidentiality Agreement
Remgro, MSC and Mediclinic entered into a confidentiality and standstill agreement dated 11
July 2022 (the “Confidentiality Agreement”) pursuant to which Remgro and MSC have
undertaken to (i) keep confidential information relating to, inter alia, the Acquisition and
Mediclinic and not to disclose it to third parties (other than to certain permitted parties) unless
required by law or regulation; and (ii) use the confidential information only in connection with
the consideration, negotiation and implementation of the Acquisition.
These confidentiality obligations shall remain in force until the earlier to occur of: (i) the date
following 36 months from the date of the Confidentiality Agreement; and (ii) completion of the
Acquisition. Remgro and MSC also agreed to certain standstill undertakings, all of which
ceased to apply upon the release of this announcement.
The agreement also includes customary non-solicitation obligations on Remgro and MSC and
their respective affiliates.
Joint Defence Agreement
Remgro, MSC and Mediclinic and their respective external legal counsels have entered into
a Confidentiality and Joint Defence Agreement dated 3 August 2022, the purpose of which is
to ensure that the exchange and/or disclosure of certain materials relating to the parties and,
in particular, the antitrust and regulatory workstream only takes place between their respective
external legal counsels and external experts, and does not diminish in any way the
confidentiality of such materials and does not result in a waiver of privilege, right or immunity
that might otherwise be available.
Bid Conduct Agreement
Remgro and SAS have entered into the Bid Conduct Agreement, pursuant to which they have
agreed certain principles in accordance with which they intend to cooperate in respect of the
Acquisition. The terms of the Bid Conduct Agreement include an agreement by both Remgro
and SAS not to tender into, accept or vote in favour of any competing proposal with respect
to Mediclinic.
Co-operation Agreement
Pursuant to the Co-operation Agreement, Bidco, Remgro, SAS and Mediclinic have, amongst
other things, each agreed to: (i) co-operate in relation to obtaining any approvals, consents,
clearances, determinations, permissions, confirmations and waivers as may need to be
obtained, and the making of all applications and filings as may be necessary, from or under
the law, regulations or practices applied by any applicable regulatory authority in connection
with the Acquisition; and (ii) in respect of Bidco, Remgro and SAS only, use all reasonable
endeavours to ensure the satisfaction of the Conditions set out in paragraphs 3(a) to 3(g)
(inclusive) of Appendix I to this announcement as soon as is reasonably practicable (and, in
any event, in sufficient time so as to enable the Effective Date to occur prior to the Long-stop
Date). In addition, Bidco, Remgro and SAS have given certain undertakings and
acknowledgements in relation to the Mediclinic Share Plans and employees of Mediclinic,
including with regard to the maintenance of compensation and benefits for 12 months
following the Effective Date.
The Co-operation Agreement also records the intentions of Bidco, Remgro, SAS and
Mediclinic to implement the Acquisition by way of a Scheme, subject to Bidco having the right
to implement the Acquisition by way of a Takeover Offer in certain circumstances.
The Co-operation Agreement will terminate in certain customary circumstances, including but
not limited to: (i) upon service of written notice by any party to the other parties if the
Acquisition is withdrawn, terminated or lapses; (ii) upon service of written notice by any party
to the other parties if a competing offer completes, becomes effective or is declared
unconditional; (iii) if prior to the Long-stop Date any Condition which has not been waived is
(or becomes) incapable of satisfaction by Bidco; (iv) if Bidco serves notice on Mediclinic after
the Independent Mediclinic Directors withdraw their recommendation of the Acquisition; (v) if
the Scheme does not become effective in accordance with its terms by the Long-stop Date;
and (vi) otherwise as agreed between Bidco, Remgro, SAS and Mediclinic.
Shareholders’ Agreement
The Relevant Remgro Subsidiaries, SAS and Bidco have entered into a Shareholders’
Agreement in relation to Bidco, which includes provisions governing: (i) the terms on which
the Relevant Remgro Subsidiaries and SAS will hold their shares in Bidco following the
Effective Date; and (ii) certain other matters relating to the governance of Bidco and the
Mediclinic Group following the Effective Date.
Under the terms of the Shareholders’ Agreement, the Relevant Remgro Subsidiaries (acting
together) and SAS will each be entitled to appoint three directors to the Bidco board. Certain
activities by Bidco and the Mediclinic Group will require unanimous director approval or
shareholder approval, including (among other matters): (i) approval of the business plan and
budget; (ii) any major investment, acquisitions or capital expenditure; (iii) entry into any related
party transactions; (iv) amendments to constitutional documents; (v) any material change to
the nature, scale and/or scope of the Mediclinic business; and (vi) any changes to the share
capital of any member of the Group. The Shareholders’ Agreement also contains customary
restrictions on transfers of shares and exit provisions.
12 Structure of and Conditions to the Acquisition
It is intended that the Acquisition shall be effected by means of a Court-approved scheme of
arrangement between Mediclinic and Mediclinic Shareholders under Part 26 of the
Companies Act although Bidco reserves the right to implement the Acquisition by means of a
Takeover Offer (subject to Panel consent and the terms of the Co-operation Agreement).
The purpose of the Scheme is to provide for Bidco to become the holder of the entire issued
and to be issued ordinary share capital of Mediclinic not already directly or indirectly owned
by the Relevant Remgro Subsidiaries. This is to be achieved by the transfer of the Mediclinic
Shares to Bidco, in consideration for which the Scheme Shareholders shall receive cash
consideration on the basis set out in paragraph 2 of this announcement.
The 328,497,888 Mediclinic Shares owned by the Relevant Remgro Subsidiaries as at 2
August 2022 (being the latest practicable date prior to this announcement) will not be Scheme
Shares and will not be acquired by Bidco pursuant to the Acquisition, but will be acquired by
Bidco pursuant to the Subscription and Rollover Agreement. The Relevant Remgro
Subsidiaries will not be permitted to vote such Mediclinic Shares at the Court Meeting, but will
be permitted to vote such Mediclinic Shares at the General Meeting.
The Acquisition shall be subject to the Conditions and further terms set out below and in
Appendix I to this announcement and to be set out in the Scheme Document and shall only
become Effective, if, among other things, the following events occur on or before 11.59 p.m.
on the Long-stop Date:
• the approval of the Scheme by a majority in number of the Scheme Shareholders
who are present and vote, whether in person or by proxy, at the Court Meeting and
who represent not less than 75 per cent. in value of the Scheme Shares voted by
those Scheme Shareholders;
• the resolutions required to approve and implement the Scheme being duly passed
by Mediclinic Shareholders representing the requisite majority or majorities of votes
cast at the General Meeting (or any adjournment thereof);
• the sanction of the Scheme by the Court (with or without modification but subject to
any modification being on terms acceptable to Mediclinic and Bidco);
• the delivery of a copy of the Court Order to the Registrar of Companies;
• the receipt of approval of the Financial Surveillance Department of the South African
Reserve Bank for the Acquisition; and
• the receipt of any relevant approvals, confirmation that such clearances are not
necessary, or any relevant waiting periods having expired under the respective
merger control regimes in South Africa, Namibia, Switzerland and Cyprus.
The Scheme shall lapse if:
• the Court Meeting and the General Meeting are not held by the 22nd day after the
expected date of such meetings to be set out in the Scheme Document in due course
(or such later date as may be agreed between Bidco and Mediclinic);
• the Court Hearing is not held by the 22nd day after the expected date of such hearing
to be set out in the Scheme Document in due course (or such later date as may be
agreed between Bidco and Mediclinic); or
• the Scheme does not become Effective by no later than 11.59 p.m. on the Long-stop
Date,
provided, however, that the deadlines for the timing of the Court Meeting, the General Meeting
and the Court Hearing as set out above may be waived by Bidco, and the deadline for the
Scheme to become Effective may be extended by agreement between Mediclinic and Bidco.
Subject to satisfaction (or waiver, where applicable) of the Conditions, the Scheme is
expected to become Effective in Q1 2023.
Upon the Scheme becoming Effective, it shall be binding on all Scheme Shareholders,
irrespective of whether or not they attended or voted at the Court Meeting or the General
Meeting.
Further details of the Scheme, including an indicative timetable for its implementation, shall
be set out in the Scheme Document, which is expected to be despatched to Mediclinic
Shareholders as soon as practicable and, in any event, (save with the consent of the Panel)
within 28 days of this announcement.
13 De-listing and re-registration
Prior to the Scheme becoming Effective, it is intended that Mediclinic shall make an
application for the cancellation of trading of the Mediclinic Shares on the London Stock
Exchange’s main market for listed securities, the Johannesburg Stock Exchange and the
Namibian Stock Exchange and for the cancellation of the listing of Mediclinic Shares on the
Official List of the London Stock Exchange, the Johannesburg Stock Exchange and the
Namibian Stock Exchange in each case to take effect on or shortly after the Effective Date.
The last day of dealings in Mediclinic Shares on the London Stock Exchange is expected to
be the Business Day immediately prior to the Effective Date and no transfers shall be
registered after 6.00 p.m. on that date. The last day of dealings in Mediclinic shares on the
Johannesburg Stock Exchange and the Namibian Stock Exchange is expected to be the
Effective Date and no transfers shall be registered after that date.
Further details of the settlement mechanics shall be set out in the Scheme Document.
It is also proposed that, following the Effective Date and after its shares are delisted, Mediclinic
shall be re-registered as a private limited company.
14 Dividends
Mediclinic Shareholders shall be entitled to receive the Agreed Dividend declared by
Mediclinic on 25 May 2022 and approved at the Mediclinic Annual General Meeting on 28 July
2022.
Following the Agreed Dividend record date (which is currently expected to be 5 August 2022)
the Acquisition Price shall be reduced by the amount of the Agreed Dividend, in which case
any references to the Acquisition Price will be deemed to be a reference to the Acquisition
Price as so reduced and eligible Mediclinic Shareholders will be entitled to retain the Agreed
Dividend when paid (which is currently expected to be on 26 August 2022).
If, on or after the date of this announcement and on or prior to the Effective Date, any dividend,
distribution, or other return of value (other than the Agreed Dividend) is declared, made or
paid, or becomes payable by Mediclinic, Bidco reserves the right to reduce the Acquisition
Price by an amount up to the amount of such dividend, distribution or other return of value in
which case any references to the Acquisition Price will be deemed to be a reference to the
Acquisition Price as so reduced. In such circumstances, eligible Mediclinic Shareholders shall
be entitled to retain any such dividend, distribution, or other return of value declared, made,
or paid.
15 Disclosure of Interests in Mediclinic
Save in respect of the irrevocable undertakings referred to in paragraph 4 above and as
disclosed below, as at the close of business on 2 August 2022 (being the latest practicable
date prior to the date of this announcement) neither Bidco, nor any of its directors, nor, so far
as Bidco is aware, any person acting in concert (within the meaning of the Code) with it has
either: (i) any interest in or right to subscribe for any relevant securities of Mediclinic; (ii) any
short positions in respect of relevant Mediclinic Shares (whether conditional or absolute and
whether in the money or otherwise), including any short position under a derivative, any
agreement to sell or any delivery obligation or right to require another person to purchase or
take delivery; (iii) any Dealing Arrangement, in relation to Mediclinic Shares or in relation to
any securities convertible or exchangeable into Mediclinic Shares; or (iv) borrowed or lent any
relevant Mediclinic Shares (including, for these purposes, any financial collateral
arrangements of the kind referred to in Note 4 on Rule 4.6 of the Code), save for any borrowed
shares which had been either on-lent or sold:
Name Nature of Interest Number of
Mediclinic Shares
Remgro Healthcare Holdings Ordinary shares 256,382,504
Proprietary Limited
Remgro Health Limited Ordinary shares 36,057,692
Remgro Jersey GBP Limited Ordinary shares 36,057,692
Visio Fund Management (Pty) Ltd Ordinary shares 5,252,105
Sentio Capital Management (Pty) Ltd Ordinary shares 109,909
Sentio Capital Management (Pty) Ltd Short position 22,864
Sentio Capital Management (Pty) Ltd Cash-settled derivative 24,200
call option
Sentio Capital Management (Pty) Ltd Cash-settled derivative 12,100
put option
Sonja de Bruyn Ordinary Shares 345
PJ Uys Ordinary Shares 667
'Interests in securities' for these purposes arise, in summary, when a person has long
economic exposure, whether absolute or conditional, to changes in the price of securities (and
a person who only has a short position in securities is not treated as interested in those
securities). In particular, a person shall be treated as having an 'interest' by virtue of the
ownership, voting rights or control of securities, or by virtue of any agreement to purchase,
option in respect of, or derivative referenced to, securities.
Visio Fund Management (Pty) Ltd (“Visio”) is a discretionary fund manager and has dealt in
Mediclinic Shares since the beginning of the Offer Period. The Panel has provided a limited
dispensation to permit Visio to deal in Mediclinic Shares during the Offer Period in certain
circumstances, in connection with which Visio has undertaken to Bidco that it will not vote at
the Court Meeting (or, if the Acquisition is implemented by way of a Takeover Offer, accept
the Takeover Offer until after it has become or been declared unconditional) in relation to any
Mediclinic Shares: (i) which it has acquired since the beginning of the Offer Period; and (ii) in
respect of which it has the discretion and/or ability to control the exercise of the voting rights.
16 General
Bidco reserves the right to elect (with the consent of the Panel, and subject to the terms of
the Co-operation Agreement) to implement the Acquisition by way of a Takeover Offer for the
Mediclinic Shares (other than the 328,497,888 Mediclinic Shares owned by the Relevant
Remgro Subsidiaries) as an alternative to the Scheme.
In such event, the Takeover Offer shall be implemented on the same terms, so far as
applicable, and subject to the terms of the Co-operation Agreement, as those which would
apply to the Scheme, subject to appropriate amendments, including (without limitation) an
acceptance condition set (subject to the Co-operation Agreement) at a level permitted by the
Panel and any amendments required in connection with the delisting of Mediclinic as
contemplated in paragraph 13.
The Acquisition shall be made subject to the Conditions and further terms set out in Appendix
I to this announcement and to be set out in the Scheme Document. The bases and sources
of certain financial information contained in this announcement are set out in Appendix II to
this announcement. A summary of the irrevocable undertakings given in relation to the
Acquisition is contained in Appendix III to this announcement. Certain terms used in this
announcement are defined in Appendix IV to this announcement.
It is expected that the Scheme Document and the Forms of Proxy accompanying the Scheme
Document shall be published as soon as practicable and, in any event, (save with the consent
of the Panel) within 28 days of this announcement. The Scheme Document and Forms of
Proxy shall be made available to all Mediclinic Shareholders at no charge to them.
Nomura, M
• the Confidentiality Agreement;
• the Joint Defence Agreement;
• the Bid Conduct Agreement;
• the Co-operation Agreement;
• the Subscription and Rollover Agreement; and
• the Shareholders’ Agreement.
The person responsible for arranging the release of this announcement on behalf of Mediclinic
is Gert Hattingh, Group Chief Governance Officer.
Enquiries:
Remgro
Lwanda Zingitwa (Head of Investor Relations) +27 21 888 3000
MSC / SAS
Giles Broom +41 22 703 9886
Nomura International plc (Lead Financial Adviser to
the Consortium)
Adrian Fisk +44 (0)20 7102 1000
Ben Lowther
Oliver Donaldson
M
(ii) business and management strategies and the expansion and growth of Bidco’s, any
member of the Wider Bidco Group’s or Mediclinic’s operations and potential synergies
resulting from the Acquisition; and (iii) the effects of global economic conditions and
governmental regulation on Bidco’s, any member of the Wider Bidco Group’s or Mediclinic’s
business.
By their nature, forward-looking statements involve risk and uncertainty because they relate
to events and depend on circumstances that shall occur in the future. These events and
circumstances include, but are not limited to, uncertainties involved in the integration of
acquisitions or new developments, changes in legislation or the regulatory regime governing
healthcare in Switzerland, South Africa, Namibia and the United Arab Emirates, poor
performance by healthcare practitioners who practise in the Mediclinic Group’s facilities,
unexpected regulatory actions or suspensions, competition in general, the Mediclinic Group’s
ability to obtain or maintain accreditation or approval for its facilities or service lines, changes
in the global, political, economic, business, competitive, market and regulatory forces, future
exchange and interest rates, changes in tax rates, future business combinations or disposals,
the impact of tax and other legislation or regulations in the jurisdictions in which the Mediclinic
Group operates, and any epidemic, pandemic or disease outbreak. If any one or more of
these risks or uncertainties materialises or if any one or more of the assumptions prove
incorrect, actual results may differ materially from those expected, estimated or projected.
Such forward looking statements should therefore be construed in the light of such factors.
Neither Mediclinic nor Bidco, nor any member of the Wider Bidco Group or the Mediclinic
Group, nor any of their respective associates or directors, officers or advisers, provides any
representation, assurance or guarantee that the occurrence of the events expressed or
implied in any forward-looking statements in this announcement shall actually occur. Given
these risks and uncertainties, potential investors should not place any reliance on forward
looking statements.
Specifically, statements of estimated cost savings and synergies relate to future actions and
circumstances which, by their nature involve, risks, uncertainties and contingencies. As a
result, the cost savings and synergies referred to may not be achieved, may be achieved later
or sooner than estimated, or those achieved could be materially different from those
estimated. As a result, and given the fact that the changes relate to the future, the resulting
cost synergies may be materially greater or less than those estimated.
The forward-looking statements speak only at the date of this announcement. All subsequent
oral or written forward-looking statements attributable to any member of the Wider Bidco
Group or the Mediclinic Group, or any of their respective associates, directors, officers,
employees or advisers, are expressly qualified in their entirety by the cautionary statement
above.
Mediclinic, Bidco and the Wider Bidco Group expressly disclaim any obligation to update such
statements other than as required by law or by the rules of any competent regulatory authority,
whether as a result of new information, future events or otherwise.
No profit forecasts, estimates or quantified benefits statements
Save for the FY23 Guidance (as set out in Appendix V to this announcement and which is
classed as a profit forecast for the purposes of the Code), no statement in this announcement
is intended as a profit forecast, profit estimate or quantified benefits statement by Mediclinic
for any period and no statement in this announcement should be interpreted to mean that
earnings or earnings per share for Bidco or Mediclinic, as appropriate, for the current or future
financial years would necessarily match or exceed the historical published earnings or
earnings per share for Bidco or Mediclinic, as appropriate.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any
class of relevant securities of an offeree company or of any securities exchange offeror (being
any offeror other than an offeror in respect of which it has been announced that its offer is, or
is likely to be, solely in cash) must make an Opening Position Disclosure following the
commencement of the Offer Period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening Position Disclosure must contain
details of the person’s interests and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An
Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of
the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th
Business Day following the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of the offeree company or of
a securities exchange offeror prior to the deadline for making an Opening Position Disclosure
must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or
more of any class of relevant securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any relevant securities of the
offeree company or of any securities exchange offeror. A Dealing Disclosure must contain
details of the dealing concerned and of the person’s interests and short positions in, and rights
to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s), save to the extent that these details have previously been
disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must
be made by no later than 3.30 p.m. (London time) on the Business Day following the date of
the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether
formal or informal, to acquire or control an interest in relevant securities of an offeree company
or a securities exchange offeror, they shall be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror
and Dealing Disclosures must also be made by the offeree company, by any offeror and by
any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening
Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure
Table on the Panel’s website at https://www.thetakeoverpanel.org.uk/, including details of the
number of relevant securities in issue, when the Offer Period commenced and when any
offeror was first identified. You should contact the Panel’s Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening
Position Disclosure or a Dealing Disclosure.
Electronic communications
Please be aware that addresses, electronic addresses and certain information provided by
Mediclinic Shareholders, persons with information rights and other relevant persons for the
receipt of communications from Mediclinic may be provided to Bidco during the Offer Period
as requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the
Code.
Publication on website and availability of hard copies
A copy of this announcement shall be made available subject to certain restrictions relating
to persons resident in Restricted Jurisdictions on the websites of Remgro, MSC and Mediclinic
at www.remgro.com, www.msc.com and https://investor.mediclinic.com/regulatory-
news/offer-mediclinic-international-plc respectively by no later than 12 noon (London time) on
5 August 2022. For the avoidance of doubt, the contents of these websites are not
incorporated into and do not form part of this announcement.
You may request a hard copy of this announcement by contacting Computershare Investor
Services PLC in the United Kingdom at This email address is being protected from spambots. You need JavaScript enabled to view it. or The Pavilions,
Bridgwater Road, Bristol, BS13 8AE, United Kingdom, or by calling 0370 703 6022 if dialling
from the UK and +44 370 703 6022 if dialling from abroad, or Mediclinic Corporate Office, 25
Du Toit Street, Stellenbosch, 7599 in South Africa at This email address is being protected from spambots. You need JavaScript enabled to view it. or by calling +27
21 809 6500 during normal business hours. You may also request that all future documents,
announcements and information to be sent to you in relation to the Acquisition should be in
hard copy form.
Rounding
Certain figures included in this announcement have been subjected to rounding adjustments.
Accordingly, figures shown for the same category presented in different tables may vary
slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of
the figures that precede them.
APPENDIX I
CONDITIONS AND FURTHER TERMS OF THE ACQUISITION
Part A: Conditions to the Scheme and the Acquisition
1 The Acquisition is conditional upon the Scheme becoming unconditional and effective, subject
to the Code, by no later than 11.59 p.m. on the Long-stop Date.
2 The Scheme shall be subject to the following conditions:
2.1
(i) its approval by a majority in number of the Scheme Shareholders on the
register of members of Mediclinic at the Scheme Voting Record Time who
are present and vote, whether in person or by proxy, at the Court Meeting
and who represent 75 per cent. or more in value of the Scheme Shares voted
by those Scheme Shareholders; and
(ii) such Court Meeting being held on or before the 22nd day after the expected
date of the Court Meeting to be set out in the Scheme Document in due
course (or such later date as may be agreed by Bidco and Mediclinic and, if
required, the Court may allow);
2.2
(i) the resolutions required to implement the Scheme being duly passed by
Mediclinic Shareholders representing 75 per cent. or more of votes cast at
the General Meeting; and
(ii) such General Meeting being held on or before the 22nd day after the
expected date of the General Meeting to be set out in the Scheme Document
in due course (or such later date as may be agreed by Bidco and Mediclinic
and, if required, the Court may allow); and
2.3
(i) the sanction of the Scheme by the Court (with or without modification but
subject to any modification being on terms acceptable to Mediclinic and
Bidco) and the delivery of a copy of the Court Order to the Registrar of
Companies; and
(ii) the Court Hearing being held on or before the 22nd day after the expected
date of the Court Hearing to be set out in the Scheme Document in due
course (or such later date as may be agreed by Bidco and Mediclinic and, if
required, the Court may allow).
3 In addition, subject as stated in Part B below and to the requirements of the Panel, the
Acquisition shall be conditional upon the following Conditions and, accordingly, the Court
Order shall not be delivered to the Registrar of Companies unless such Conditions (as
amended if appropriate) have been satisfied or, where relevant, waived:
Exchange control approval by the South African Reserve Bank
(a) The Financial Surveillance Department of the South African Reserve Bank having
accorded exchange control approval for the Transaction, in terms of the Regulations
issued in terms of the South African Currency and Exchanges Act, 9 of 1933 (as
amended), either without conditions and without qualification or on conditions
accepted, proposed or offered by Bidco;
South Africa
(b) a merger notification to the South African Competition Commission for the acquisition
of control of Mediclinic by Bidco having been made and either (i) all applicable
suspensions and other relevant time periods (including any extensions thereof) in
relation to such notification have expired, lapsed or been terminated under the South
African Competition Act, or (ii) the South African Competition Authorities’ approval has
been obtained either without conditions and without qualification or on conditions
accepted, proposed or offered by Bidco;
Namibia
(c) a merger notification to the Namibian Competition Commission for the acquisition of
control of Mediclinic by Bidco having been made and either (i) all applicable
suspensions and other relevant time periods (including any extensions thereof) in
relation to such notification have expired, lapsed or been terminated under the
Namibian Competition Act, or (ii) the Namibian Competition Authorities’ approval has
been obtained either without conditions and without qualification or on conditions
accepted, proposed or offered by Bidco;
Cyprus
(d) the required notification having been made to the Cypriot Commission for the
Protection of Competition ("CPC") pursuant to sections 3 and 10 of the Control of
Concentrations Between Undertakings Law, Law 83(I) of 2014 (as amended) or other
applicable national merger control rules and the applicable merger control clearance
having been obtained, either by approval or waiver from the CPC or expiry of the
waiting periods which apply to the Acquisition (either without conditions and without
qualifications or on conditions accepted, proposed or offered by Bidco);
Switzerland
(e) the required notification having been made to the Swiss Competition Commission
pursuant to Article 9 of the Federal Act on Cartels and other Restraints of Competition
of 6 October 1995 or other applicable national merger control rules and the applicable
merger control clearance having been obtained, either by approval or waiver from the
Swiss Competition Commission or expiry of the waiting periods which apply to the
Acquisition (either without conditions and without qualifications or on conditions
accepted, proposed or offered by Bidco);
(f) other than in relation to the matters referred to in Conditions 3(a) to (e) (inclusive), all
notifications, filings or applications which are necessary (or considered appropriate or
desirable by Bidco and Mediclinic (both acting reasonably)) in connection with the
Acquisition having been made and all necessary waiting periods (including any
extensions thereof) under any applicable legislation or regulation of any jurisdiction
having expired, lapsed or been terminated (as appropriate) and all statutory and
regulatory obligations in any jurisdiction having been complied with in each case in
respect of the Acquisition and all Authorisations deemed reasonably necessary or
appropriate by Remgro, SAS, Bidco and Mediclinic (all acting reasonably) in any
jurisdiction for or in respect of the Acquisition and, except pursuant to Chapter 3 of
Part 28 of the Companies Act, the acquisition or the proposed acquisition of any
shares or other securities in, or control or management of, Mediclinic or any other
member of the Wider Mediclinic Group by the Wider Bidco Group having been
obtained from all appropriate Third Parties or (without prejudice to the generality of
the foregoing) from any person or bodies with whom any member of the Wider
Mediclinic Group or the Wider Bidco Group has entered into contractual
arrangements, in each case where the direct consequence of a failure to make such
notification or filing or to wait for the expiry, lapse or termination of any such waiting
period or other time period or to comply with such obligation or obtain such
Authorisation would be unlawful in any relevant jurisdiction or be material in the
context of the Wider Mediclinic Group taken as a whole or in the Wider Bidco Group
taken as a whole and all such Authorisations remaining in full force and effect at the
time at which the Acquisition becomes otherwise unconditional and there being no
notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew
such Authorisations as a result of the Acquisition;
(g) other than in relation to the matters referred to in Conditions 3(a) to (e) (inclusive), no
Antitrust Regulator or Third Party having given notice of a decision to take, institute,
implement or threaten any action, proceeding, suit, investigation, enquiry or reference
(and in each case, not having withdrawn the same), or having required any action to
be taken or otherwise having done anything, or having enacted, made or proposed
any statute, regulation, decision, order or change to published practice (and in each
case, not having withdrawn the same) and there not continuing to be outstanding any
statute, regulation, decision or order which would or might reasonably be expected to,
in each case to an extent or in a manner which is or would be material in the context
of the Wider Mediclinic Group taken as a whole:
(i) require, prevent or materially delay the divestiture or materially alter the terms
envisaged for such divestiture by any member of the Wider Bidco Group or by
any member of the Wider Mediclinic Group of all or any material part of its
businesses, assets or property or impose any material limitation on the ability
of all or any of them to conduct their businesses (or any part thereof) or to
own, control or manage any of their assets or properties (or any part thereof);
(ii) except pursuant to Chapter 3 of Part 28 of the Companies Act, require any
member of the Wider Bidco Group or the Wider Mediclinic Group to acquire
or offer to acquire any shares, other securities (or the equivalent) or interest
in any member of the Wider Mediclinic Group or any asset owned by any Third
Party (other than in the implementation of the Acquisition);
(iii) impose any material limitation on, or result in a material delay in, the ability of
any member of the Wider Bidco Group directly or indirectly to acquire, hold or
to exercise effectively all or any rights of ownership in respect of shares or
other securities in Mediclinic or on the ability of any member of the Wider
Mediclinic Group or any member of the Wider Bidco Group directly or indirectly
to hold or exercise effectively all or any rights of ownership in respect of shares
or other securities (or the equivalent) in, or to exercise voting or management
control over, any member of the Wider Mediclinic Group;
(iv) otherwise materially adversely affect any or all of the business, assets, profits
or prospects of any member of the Wider Mediclinic Group or any member of
the Wider Bidco Group;
(v) result in any member of the Wider Mediclinic Group or any member of the
Wider Bidco Group ceasing to be able to carry on business under any name
under which it presently carries on business;
(vi) make the Acquisition, its implementation or the acquisition or proposed
acquisition of any shares or other securities in, or control or management of,
Mediclinic by any member of the Wider Bidco Group void, unenforceable
and/or illegal under the laws of any relevant jurisdiction, or otherwise, directly
or indirectly materially prevent or prohibit, restrict, restrain, or delay or
otherwise to a material extent or otherwise materially interfere with the
implementation of, or impose material additional conditions or obligations with
respect to, or otherwise materially challenge, impede, interfere or require
material amendment of the Acquisition or the acquisition or proposed
acquisition of any shares or other securities in, or control or management of,
Mediclinic by any member of the Wider Bidco Group;
(vii) require, prevent or materially delay a divestiture by any member of the Wider
Bidco Group of any shares or other securities (or the equivalent) in any
member of the Wider Mediclinic Group or any member of the Wider Bidco
Group; or
(viii) impose any material limitation on the ability of any member of the Wider Bidco
Group of any member of the Wider Mediclinic Group to conduct, integrate or
co-ordinate all or any part of its business with all or any part of the business
of any other member of the Wider Bidco Group and/or the Wider Mediclinic
Group,
and all applicable waiting and other time periods (including any extensions thereof)
during which any such Antitrust Regulator or Third Party could decide to take, institute,
implement or threaten any such action, proceeding, suit, investigation, enquiry or
reference or take any other step under the laws of any jurisdiction in respect of the
Acquisition or the acquisition or proposed acquisition of any Mediclinic Shares or
otherwise intervene having expired, lapsed or been terminated;
Certain matters arising as a result of any arrangement, agreement, etc.
(h) except as Disclosed, there being no provision of any arrangement, agreement, lease,
licence, franchise, permit or other instrument to which any member of the Wider
Mediclinic Group is a party or by or to which any such member or any of its assets is
or may be bound, entitled or be subject or any event or circumstance which, as a
consequence of the Acquisition or the proposed acquisition by any member of the
Wider Bidco Group of any shares or other securities (or the equivalent) in Mediclinic
or because of a change in the control or management of any member of the Wider
Mediclinic Group or otherwise, could or might reasonably be expected to result in, in
each case to an extent or in a manner which is material in the context of the Wider
Mediclinic Group taken as a whole:
(i) any monies borrowed by, or any other indebtedness, actual or contingent, of,
or any grant available to, any member of the Wider Mediclinic Group being or
becoming repayable, or capable of being declared repayable, immediately or
prior to its or their stated maturity date or repayment date, or the ability of any
such member to borrow monies or incur any indebtedness being withdrawn or
inhibited or being capable of becoming or being withdrawn or inhibited;
(ii) save in the ordinary and usual course of business, the creation or the
enforcement of any mortgage, charge or other security interest over the whole
or any part of the business, property or assets of any member of the Wider
Mediclinic Group or any such mortgage, charge or other security interest
(whenever created, arising or having arisen) becoming enforceable;
(iii) any such arrangement, agreement, lease, licence, franchise, permit or other
instrument being terminated or the rights, liabilities, obligations or interests of
any member of the Wider Mediclinic Group being adversely modified or
adversely affected or any obligation or liability arising or any adverse action
being taken or arising thereunder;
(iv) any asset or interest of any member of the Wider Mediclinic Group being or
falling to be disposed of or charged or ceasing to be available to any member
of the Wider Mediclinic Group or any right arising under which any such asset
or interest could be required to be disposed of or could cease to be available
to any member of the Wider Mediclinic Group otherwise than in the ordinary
course of business;
(v) any liability of any member of the Wider Mediclinic Group to make any
severance, termination, bonus or other payment to any of its directors, or other
officers, save in the ordinary and usual course of business;
(vi) the rights, liabilities, obligations, interests or business of any member of the
Wider Mediclinic Group or any member of the Wider Bidco Group under any
such arrangement, agreement, licence, permit, lease or instrument or the
interests or business of any member of the Wider Mediclinic Group or any
member of the Wider Bidco Group in or with any other person or body or firm
or company (or any agreement or arrangement relating to any such interests
or business) being or becoming capable of being terminated, or adversely
modified or affected or any onerous obligation or liability arising or any adverse
action being taken thereunder;
(vii) any member of the Wider Mediclinic Group ceasing to be able to carry on
business under any name under which it presently carries on business;
(viii) the value of, or the financial or trading position or prospects of, any member
of the Wider Mediclinic Group being prejudiced or adversely affected; or
(ix) the creation or acceleration of any liability (actual or contingent) by any
member of the Wider Mediclinic Group other than trade creditors or other
liabilities incurred in the ordinary course of business,
and no event having occurred which, under any provision of any arrangement,
agreement, licence, permit, franchise, lease or other instrument to which any member of
the Wider Mediclinic Group is a party or by or to which any such member or any of its
assets are bound, entitled or subject, would or might reasonably be expected to result in
any of the events or circumstances as are referred to in Conditions 3(h)(i) to (ix) , in each
case to an extent or in a manner which is material in the context of the Wider Mediclinic
Group taken as a whole;
Certain events occurring since 31 March 2022
(i) except as Disclosed and/or agreed in writing between Bidco and Mediclinic, no
member of the Wider Mediclinic Group having since 31 March 2022:
(i) issued or agreed to issue or authorised or proposed or announced its
intention to authorise or propose the issue, of additional shares of any
class, or securities or securities convertible into, or exchangeable for, or
rights, warrants or options to subscribe for or acquire, any such shares,
securities or convertible securities or transferred or sold or agreed to
transfer or sell or authorised or proposed the transfer or sale of Mediclinic
Shares out of treasury (except, where relevant, as between Mediclinic
and wholly-owned subsidiaries of Mediclinic or between wholly-owned
subsidiaries of Mediclinic);
(ii) except for: (x) the Agreed Dividend; and (y) ordinary course dividends
paid or made by any member of the Wider Mediclinic Group (other than
Mediclinic) to shareholders of such members of the Wider Mediclinic
Group, recommended, declared, paid or made or proposed to
recommend, declare, pay or make any bonus, dividend or other
distribution (whether payable in cash or otherwise) other than dividends
(or other distributions whether payable in cash or otherwise) lawfully paid
or made by any wholly-owned subsidiary of Mediclinic to Mediclinic or
any of its wholly-owned subsidiaries;
(iii) other than pursuant to the Acquisition (and except for transactions
between Mediclinic and its wholly-owned subsidiaries or between the
wholly-owned subsidiaries of Mediclinic and transactions in the ordinary
course of business) implemented, effected, authorised or proposed or
announced its intention to implement, effect, authorise or propose any
merger, demerger, reconstruction, amalgamation, scheme, commitment
or acquisition or disposal of assets or shares or loan capital (or the
equivalent thereof) in any undertaking or undertakings;
(iv) (except for transactions between Mediclinic and its wholly-owned
subsidiaries or between the wholly-owned subsidiaries of Mediclinic and
except for transactions in the ordinary course of business) disposed of,
or transferred, mortgaged or created any security interest over any asset
or any right, title or interest in any asset or authorised, proposed or
announced any intention to do so, where such action has or is reasonably
likely to have a material impact on the Wider Mediclinic Group;
(v) (except for: (x) transactions between Mediclinic and its wholly-owned
subsidiaries or between the wholly-owned subsidiaries of Mediclinic; and
(y) drawdowns of existing facilities) issued, authorised or proposed or
announced an intention to authorise or propose, the issue of or made
any change in or to the terms of any debentures or become subject to
any contingent liability or incurred or increased any indebtedness or
liability (actual or contingent);
(vi) entered into or varied or authorised, proposed or announced its intention
to enter into or vary any material contract, arrangement, agreement,
transaction or commitment (whether in respect of capital expenditure or
otherwise) except in the ordinary course of business which is of a long
term, unusual or onerous nature or magnitude or which is or which
involves or could involve an obligation of a nature or magnitude which is
reasonably likely to be materially restrictive on the business of any
member of the Wider Mediclinic Group which, taken together with any
other such transaction, arrangement, agreement, contract or
commitment, is material in the context of the Wider Mediclinic Group as
a whole;
(vii) entered into or varied the terms of, or made any offer (which remains
open for acceptance) to enter into or vary the terms of any contract,
service agreement, commitment or arrangement with any director or,
except for salary increases, bonuses or variations of terms in the ordinary
course, senior executive of any member of the Wider Mediclinic Group;
(viii) save in respect of the Mediclinic International plc 2022 Omnibus Share
Plan which was approved by Mediclinic Shareholders at Mediclinic’s
annual general meeting on 28 July 2022, proposed, agreed to provide or
modified the terms of any share option scheme, incentive scheme or
other benefit relating to the employment or termination of employment of
any employee of the Wider Mediclinic Group, other than as contemplated
in the Co-operation Agreement;
(ix) purchased, redeemed or repaid or announced any proposal to purchase,
redeem or repay any of its own shares or other securities or reduced or,
except in respect of the matters mentioned in sub-paragraph (i) above,
made any other change to any part of its share capital;
(x) except in the ordinary course of business waived, compromised or
settled any claim, where to do so has or is reasonably likely to have a
material impact on the Wider Mediclinic Group;
(xi) terminated or varied the terms of any agreement or arrangement
between any member of the Wider Mediclinic Group and any other
person in a manner which would or might reasonably be expected to
have a material adverse effect on the financial position of the Wider
Mediclinic Group taken as a whole;
(xii) made any material alteration to its memorandum or articles of
association or other incorporation documents;
(xiii) (except in relation to changes made or agreed as a result of, or arising
from, applicable law or changes to applicable law), made or agreed or
consented to any change to:
(a) the terms of the trust deeds and rules constituting the pension
scheme(s) established by any member of the Wider Mediclinic
Group for its directors, employees or their dependants;
(b) the contributions payable to any such scheme(s) or to the
benefits which accrue, or to the pensions which are payable,
thereunder;
(c) the basis on which qualification for, or accrual or entitlement
to, such benefits or pensions are calculated or determined; or
(d) the basis upon which the liabilities (including pensions) of such
pension schemes are funded, valued, made, agreed or
consented to,
where to do so has or is reasonably likely to have a material impact
on the Wider Mediclinic Group;
(xiv) been unable, or admitted in writing that it is unable, to pay its debts or
commenced negotiations with one or more of its creditors with a view to
rescheduling or restructuring any of its indebtedness, or having stopped
or suspended (or threatened to stop or suspend) payment of its debts
generally or ceased or threatened to cease carrying on all or a substantial
part of its business;
(xv) (other than in respect of a member of the Wider Mediclinic Group which
is dormant and was solvent at the relevant time) taken or proposed any
steps, corporate action or had any legal proceedings instituted or
threatened against it in relation to the suspension of payments, a
moratorium of any indebtedness, its winding-up (voluntary or otherwise),
dissolution, reorganisation or for the appointment of a receiver,
administrator, manager, administrative receiver, trustee or similar officer
of all or any material part of its assets or revenues or any analogous or
equivalent steps or proceedings in any jurisdiction or appointed any
analogous person in any jurisdiction or had any such person appointed;
(xvi) (except for transactions between Mediclinic and its wholly-owned
subsidiaries or between the wholly-owned subsidiaries), made,
authorised, proposed or announced an intention to propose any change
in its loan capital;
(xvii) entered into, implemented or authorised the entry into, any joint venture,
asset or profit sharing arrangement, partnership or merger of business
or corporate entities;
(xviii) having taken (or agreed or proposed to take) any action which requires
or would require, the consent of the Panel or the approval of Mediclinic
Shareholders in a general meeting in accordance with, or as
contemplated by, Rule 21.1 of the Code; or
(xix) entered into any agreement, arrangement, commitment or contract or
passed any resolution or made any offer (which remains open for
acceptance) with respect to or announced an intention to, or to propose
to, effect any of the transactions, matters or events referred to in this
Condition 3(i);
No adverse change, litigation, regulatory enquiry or similar
(j) except as Disclosed, since 31 March 2022:
(i) no adverse change and no circumstance having arisen which would or might
be expected to result in any adverse change in, the business, assets, financial
or trading position or profits or prospects or operational performance of any
member of the Wider Mediclinic Group which is material in the context of the
Wider Mediclinic Group taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings
having been threatened, announced or instituted by or against or remaining
outstanding against or in respect of, any member of the Wider Mediclinic
Group or to which any member of the Wider Mediclinic Group is or may
become a party (whether as claimant, defendant or otherwise) having been
threatened, announced, instituted or remaining outstanding by, against or in
respect of, any member of the Wider Mediclinic Group in each case which
might reasonably be expected to have a material adverse effect on the Wider
Mediclinic Group taken as a whole;
(iii) no enquiry, review or investigation by, or complaint or reference to, any Third
Party against or in respect of any member of the Wider Mediclinic Group
having been threatened, announced or instituted or remaining outstanding by,
against or in respect of any member of the Wider Mediclinic Group in each
case which might reasonably be expected to have a material adverse effect
on the Wider Mediclinic Group taken as a whole;
(iv) no contingent or other liability having arisen or become reasonably apparent
to Bidco or increased other than in the ordinary course of business which is
reasonably likely to affect adversely the business, assets, financial or trading
position or profits or prospects of any member of the Wider Mediclinic Group
to an extent which is material in the context of the Wider Mediclinic Group
taken as a whole; or
(v) no steps having been taken and no omissions having been made which are
reasonably likely to result in the withdrawal, cancellation, termination or
modification of any licence held by any member of the Wider Mediclinic Group
which is necessary for the proper carrying on of its business and the
withdrawal, cancellation, termination or modification of which might
reasonably be expected to have a material adverse effect on the Wider
Mediclinic Group taken as a whole;
No discovery of certain matters regarding information, liabilities and environmental
issues
(k) except as Disclosed, Bidco not having discovered and, in each case, to an extent
which is material in the context of the Wider Mediclinic Group taken as a whole:
(i) any financial, business or other information concerning the Wider Mediclinic Group
publicly announced prior to the date of this announcement or disclosed at any time
to any member of the Wider Bidco Group by or on behalf of any member of the
Wider Mediclinic Group prior to the date of this announcement is misleading,
contains a misrepresentation of any fact, or omits to state a fact necessary to make
that information not misleading;
(ii) any member of the Wider Mediclinic Group or any partnership, company or other
entity in which any member of the Wider Mediclinic Group has a significant
economic interest and which is not a subsidiary undertaking of Mediclinic is,
otherwise than in the ordinary course of business, subject to any liability,
contingent or otherwise;
(iii) any past or present member of the Wider Mediclinic Group has not complied with
all applicable legislation, regulations or other requirements of any jurisdiction or
any Authorisations relating to the use, treatment, storage, carriage, disposal,
discharge, spillage, release, leak or emission of any waste or hazardous
substance or any substance likely to impair the environment (including property)
or harm human or animal health or otherwise relating to environmental matters or
the health and safety of humans, which non-compliance would be likely to give
rise to any liability including any penalty for non-compliance (whether actual or
contingent) on the part of any member of the Wider Mediclinic Group;
(iv) there has been a disposal, discharge, spillage, accumulation, release, leak,
emission or the migration, production, supply, treatment, storage, transport or use
of any waste or hazardous substance or any substance likely to impair the
environment (including any property) or harm human or animal health which
(whether or not giving rise to non-compliance with any law or regulation), would
be likely to give rise to any liability (whether actual or contingent) on the part of
any member of the Wider Mediclinic Group;
(v) there is or is reasonably likely to be any obligation or liability (whether actual or
contingent) or requirement to make good, remediate, repair, reinstate or clean up
any property, asset or any controlled waters currently or previously owned,
occupied, operated or made use of or controlled by any past or present member
of the Wider Mediclinic Group (or on its behalf), or in which any such member may
have or previously have had or be deemed to have had an interest, under any
environmental legislation, common law, regulation, notice, circular, Authorisation
or order of any Third Party in any jurisdiction or to contribute to the cost thereof or
associated therewith or indemnify any person in relation thereto;
(vi) circumstances exist (whether as a result of making the Acquisition or otherwise)
which would be reasonably likely to lead to any Third Party instituting (or whereby
any member of the Wider Mediclinic Group would be likely to be required to
institute), an environment audit or take any steps which would in any such case
be reasonably likely to result in any actual or contingent liability to improve or install
new plant or equipment or to make good, repair, reinstate or clean up any property
of any description or any asset now or previously owned, occupied or made use
of by any past or present member of the Wider Mediclinic Group (or on its behalf)
or by any person for which a member of the Wider Mediclinic Group is or has been
responsible, or in which any such member may have or previously have had or be
deemed to have had an interest;
Anti-corruption
(vii) any member of the Wider Mediclinic Group or any person that performs or has
performed services for or on behalf of any such company is or has engaged in any
activity, practice or conduct which would constitute an offence under the Bribery
Act 2010 or any other applicable anti-corruption legislation;
(viii) any member of the Wider Mediclinic Group has engaged in any conduct or
transaction which would cause any member of the Wider Bidco Group to be in
breach of applicable law or regulation upon completion of the Acquisition, including
the economic sanctions of the United States Office of Foreign Assets Control or
HM Treasury or
No criminal property
(ix) any asset of any member of the Wider Mediclinic Group constitutes criminal
property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but
disregarding paragraph (b) of that definition) or proceeds of crime under any other
applicable law, or any member of the Wider Mediclinic Group has engaged in any
conduct which would constitute an offence under the Proceeds of Crime Act 2002
or any other applicable money laundering law.
Part B: Certain further terms of the Acquisition
1 Subject to the requirements of the Panel, Bidco reserves the right, in its sole discretion, to
waive, in whole or in part, all or any of the Conditions set out in Part A of Appendix I above,
except Conditions 2.1(i), 2.2(i), 2.3(i) and 3(a), which cannot be waived. If any of Conditions
2.1(ii), 2.2(ii) or 2.3(ii) is not satisfied by the relevant deadline specified in the relevant
Condition, Bidco shall make an announcement by 8.00 a.m. on the Business Day following
such deadline confirming whether it has invoked the relevant Condition, waived the relevant
deadlines, or agreed with Mediclinic to extend the relevant deadline.
2 If Bidco is required by the Panel to make an offer for Mediclinic Shares under the provisions
of Rule 9 of the Code, Bidco may make such alterations to any of the above Conditions and
terms of the Acquisition as are necessary to comply with the provisions of that Rule.
3 Bidco shall be under no obligation to waive (if capable of waiver), to determine to be or remain
satisfied or to treat as fulfilled any of the Conditions in Part A of Appendix I above that are
capable of waiver by a date earlier than the latest date for the fulfilment of that Condition
notwithstanding that the other Conditions of the Acquisition may at such earlier date have
been waived or fulfilled and that there are at such earlier date no circumstances indicating
that any of such Conditions may not be capable of fulfilment.
4 Under Rule 13.5(a) of the Code and subject to paragraph 5 below, Bidco may only invoke a
Condition so as to cause the Acquisition not to proceed, to lapse, or to be withdrawn with the
consent of the Panel. The Panel shall normally only give its consent if the circumstances
which give rise to the right to invoke the Condition are of material significance to Bidco in the
context of the Acquisition. This shall be judged by reference to the facts of each case at the
time that the relevant circumstances arise.
5 Condition 1 (subject to Rule 12 of the Code), Conditions 2.1, 2.2, and 2.3 in Part A of Appendix
I above, and, if applicable, any acceptance condition if the Transaction is implemented by
means of a Takeover Offer, are not subject to Rule 13.5(a) of the Code.
6 Any Condition that is subject to Rule 13.5(a) of the Code may be waived by Bidco.
7 The Mediclinic Shares acquired under the Acquisition shall be acquired fully paid and free
from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other
third party rights and interests of any nature and together with all rights now or hereafter
attaching or accruing to them, including, without limitation, voting rights and the right to receive
and retain in full all dividends and other distributions (if any) declared, made or paid, or any
other return of value (whether by reduction of share capital or share premium account or
otherwise) made on or after the Effective Date, save for the Agreed Dividend.
8 Following the Agreed Dividend record date which is currently expected to be 5 August 2022,
the Acquisition Price shall be reduced by the amount of the Agreed Dividend, in which case
eligible Mediclinic Shareholders will be entitled to retain the Agreed Dividend when paid
(which is currently expected to be on 26 August 2022).
If, on or after the date of this announcement and prior to or on the Effective Date any dividend,
distribution or other return of value, save for the Agreed Dividend, is declared, paid or made,
or becomes payable by Mediclinic, or the Agreed Dividend exceeds 3 pence per Mediclinic
Share, Bidco reserves the right (without prejudice to any right of Bidco and with the consent
of the Panel, to invoke Condition 3(i)(ii) of Appendix I above) to reduce the consideration
payable under the Acquisition to reflect the aggregate amount of such dividend, distribution,
or other return of value or excess. In such circumstances, eligible Mediclinic Shareholders
shall be entitled to retain any such dividend, distribution, or other return of value declared,
made, or paid.
If on or after the date of this announcement, and to the extent that any such dividend,
distribution or other return of value has been declared, paid, or made, or becomes payable
by Mediclinic on or prior to the Effective Date and Bidco exercises its rights under this
paragraph 8 to reduce the consideration payable under the terms of the Acquisition, any
reference in this announcement to the consideration payable under the terms of the
Acquisition shall be deemed to be a reference to the consideration as so reduced.
If and to the extent that such a dividend, distribution, or other return of value has been
declared or announced, but not paid or made, or is not payable by reference to a record date
on or prior to the Effective Date and is or shall be (i) transferred pursuant to the Acquisition
on a basis which entitles Bidco to receive the dividend, distribution, or other return of value
and to retain it; or (ii) cancelled, the consideration payable under the terms of the Acquisition
shall not be subject to change in accordance with this paragraph 8.
Bidco also reserves the right to reduce the consideration payable under the Acquisition in
such circumstances as are, and by such amount as is, permitted by the Panel. Any exercise
by Bidco of its rights referred to in this paragraph 8 shall be the subject of an announcement
and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation
of the Acquisition.
9 Bidco reserves the right to elect (with the consent of the Panel, and subject to the terms of
the Co-operation Agreement) to implement the Acquisition by way of a Takeover Offer for the
Mediclinic Shares (other than the 328,497,888 Mediclinic Shares owned by the Relevant
Remgro Subsidiaries) as an alternative to the Scheme. In such event, the Takeover Offer shall
be implemented on the same terms, so far as applicable, and subject to the terms of the Co-
operation Agreement, as those which would apply to the Scheme, subject to appropriate
amendments, including (without limitation) an acceptance condition set (subject to the terms
of the Co-operation Agreement) at a level permitted by the Panel and any amendments
required in connection with the delisting of Mediclinic as contemplated in paragraph 13 of this
announcement.
10 The availability of the Acquisition to persons not resident in the United Kingdom may be
affected by the laws or regulatory requirements of the relevant jurisdictions. Persons who are
not resident in the United Kingdom should inform themselves about and observe any
applicable requirements.
11 The Acquisition is not being made, directly or indirectly, in, into or from, or by use of the mails
of, or by any means of instrumentality (including, but not limited to, facsimile, e-mail or other
electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any
facility of a national, state or other securities exchange of, any jurisdiction where to do so
would violate the laws of that jurisdiction.
12 The Acquisition is governed by the law of England and Wales and is subject to the jurisdiction
of the courts of England and Wales and to the Conditions and further terms set out in this
Appendix I and to be set out in the Scheme Document. The Acquisition shall be subject to the
applicable requirements of the Code, the Panel, the London Stock Exchange, the
Johannesburg Stock Exchange and the Namibian Stock Exchange and the Financial Conduct
Authority.
13 Each of the Conditions shall be regarded as a separate Condition and shall not be limited by
reference to any other Condition.
APPENDIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
(i) As at 2 August 2022 (being the latest practicable date prior to publication of this
announcement), there were 737,243,810 Mediclinic Shares in issue. The International
Securities Identification Number for Mediclinic Shares is GB00B8HX8Z88.
(ii) The value of the Acquisition based on the Acquisition Price of 504 pence per Mediclinic Share
is calculated on the basis of the 737,243,810 Mediclinic Shares in issue (as set out in
paragraph (i) above) and on the assumption that no Mediclinic Shares will be issued on or
after the date of this announcement and all options and awards pursuant to the Mediclinic
Share Plans will be settled in cash or using shares purchased in the market.
(iii) The Closing Prices are taken from the Daily Official List.
(iv) Volume-weighted average prices have been derived from Bloomberg and have been rounded
to the nearest whole number.
(v) The implied enterprise value of approximately £6.1 billion for Mediclinic is calculated by
reference to the value of the Acquisition referenced in paragraph (ii) above plus reported net
incurred debt of £1,269 million as at 31 March 2022, reported lease liabilities of £786 million
as at 31 March 2022, non-controlling interests of £92 million as at 31 March 2022 (being
reported non-controlling interests of £139 million less £47 million attributable to the combined
company of Clinique des Grangettes and Clinique La Colline), a reported written put option
redemption liability of £126 million as at 31 March 2022 relating to a put/call agreement over
the remaining 40 per cent. interest in the combined company of Clinique des Grangettes and
Clinique La Colline, and reported net retirement benefit obligations of £138 million as at 31
March 2022, less reported equity instruments of £7 million as at 31 March 2022.
(vi) The stated enterprise value multiple of approximately 11.2 times is calculated by reference to
the implied enterprise value referenced in paragraph (v) above, less equity investments of
£294 million comprising £5 million reported unlisted investments in associates and £4 million
reported investment in joint venture as at 31 March 2022, and the market value of Mediclinic’s
approximately 29.7 per cent. holding in Spire Healthcare Group plc of £285 million, based on
Mediclinic’s holding of 119,923,335 ordinary shares in Spire Healthcare Group plc and the
closing share price of Spire Healthcare Group plc on the London Stock Exchange of 238
pence per share on 2 August 2022 (being the latest practicable date prior to this
announcement), divided by Mediclinic’s reported adjusted EBITDA for the year ended 31
March 2022 of £522 million.
(vii) Unless otherwise stated, the financial information relating to Mediclinic is extracted from the
audited consolidated financial statements of Mediclinic for the financial year to 31 March 2022,
prepared in accordance with IFRS.
(viii) Certain figures included in this announcement have been subject to rounding adjustments.
APPENDIX III
IRREVOCABLE UNDERTAKINGS
The following Independent Mediclinic Directors have given irrevocable undertakings to vote in favour
of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting and,
if Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, to accept or
procure acceptance of such offer:
Number of Mediclinic Shares
Name of Mediclinic in respect of which Percentage of Mediclinic
Director undertaking is given issued share capital
Carel Aron van der 61,630 0.008%
Merwe
Petrus Jurgens 94,500 0.013%
Myburgh
Danie Meintjes 123,900 0.017%
Thomas Singer 20,000 0.003%
TOTAL 300,030 0.041%
These irrevocable undertakings also extend to any shares acquired by the Independent
Mediclinic Directors as a result of the vesting of awards or the exercise of options under the
Mediclinic Share Plans.
The obligations of the Independent Mediclinic Directors under the irrevocable undertakings
shall remain binding in the event a higher competing offer is made for Mediclinic but shall
terminate and be of no further force and effect:
• if Bidco announces, with the consent of the Panel, that it does not intend to proceed with
the Acquisition and no new, revised or replacement scheme of arrangement (or Takeover
Offer) is announced by Bidco in accordance with Rule 2.7 of the Code;
• on the earlier of: (i) the Long-Stop Date; or (ii) the date on which the Scheme is withdrawn
or lapses in accordance with its terms and no new, revised or replacement scheme of
arrangement (or Takeover Offer) is announced by Bidco in accordance with Rule 2.7 of
the Code; or
• if any competing offer for the issued and to be issued ordinary share capital of Mediclinic
is made which becomes or is declared unconditional (if implemented by way of a Takeover
Offer) or otherwise becomes effective (if implemented by way of a scheme of
arrangement).
APPENDIX IV
DEFINITIONS
The following definitions apply throughout this announcement unless the context requires otherwise:
Acquisition the recommended cash offer being made by Bidco to
acquire the entire issued and to be issued ordinary share
capital of Mediclinic (excluding the 328,497,888 Mediclinic
Shares owned by the Relevant Remgro Subsidiaries which
are not Scheme Shares) to be effected by means of the
Scheme (or by way of Takeover Offer under certain
circumstances described in this announcement) and, where
the context admits, any subsequent revision, variation,
extension or renewal thereof
Acquisition Price 504p per Mediclinic Share
Agreed Dividend the final dividend of 3p for each Mediclinic Share for the
financial year ended 31 March 2022
Antitrust Regulator any central bank, ministry, governmental, quasi-
governmental, supranational (including the European
Union), statutory, regulatory or investigative body, authority
or tribunal (including any national or supranational antitrust,
competition or merger control authority (including the
European Commission and the UK Competition and
Markets Authority), any sectoral ministry or regulator and
any foreign investment review body), national, state,
municipal or local government (including any subdivision,
court, tribunal, administrative agency or commission or
other authority thereof), any entity owned or controlled by
them, any private body exercising any regulatory, taxing,
importing or other authority, trade agency, association,
institution or professional or environmental body in any
jurisdiction
Authorisations regulatory authorisations, orders, recognitions, grants,
consents, clearances, confirmations, certificates, licences,
permissions or approvals, in each case of a Third Party
Bidco Manta Bidco Limited
Bid Conduct Agreement the bid conduct agreement entered into between Remgro
and SAS on 4 August 2022, as described in paragraph 11
of this announcement
Blocking Law (i) any provision of Council Regulation (EC) No 2271/1996
of 22 November 1996 (or any law or regulation
implementing such Regulation in any member state of the
European Union); or (ii) any provision of Council Regulation
(EC) No 2271/1996 of 22 November 1996, as it forms part
of domestic law of the United Kingdom by virtue of the
European Union (Withdrawal) Act 2018
Business Day a day (other than Saturdays, Sundays and public holidays
in the UK) on which banks are open for business in London,
Johannesburg and Windhoek
Centerview Centerview Partners UK LLP
Closing Price the closing middle market price of a Mediclinic Share on a
particular trading day as derived from the Daily Official List
Code the City Code on Takeovers and Mergers
Companies Act the Companies Act 2006, as amended from time to time
Conditions the conditions to the implementation of the Acquisition, as
set out in Appendix I to this announcement and to be set out
in the Scheme Document
Consortium Remgro and SAS
Co-operation Agreement the agreement dated 4 August 2022 between Bidco, SAS,
Remgro and Mediclinic relating to, among other things, the
implementation of the Acquisition, as described in
paragraph 11 of this announcement
Court the High Court of Justice in England and Wales
Court Hearing the hearing by the Court of the application to sanction the
Scheme under Part 26 of the Companies Act
Court Meeting the meeting of Scheme Shareholders to be convened
pursuant to an order of the Court under section 896 of the
Companies Act for the purpose of considering and, if
thought fit, approving the Scheme (with or without
amendment), including any adjournment thereof, notice of
which is to be contained in the Scheme Document
Court Order the order of the Court sanctioning the Scheme
Credit Suisse Credit Suisse International
CREST the system for the paperless settlement of trades in
securities and the holding of uncertificated securities
operated by Euroclear
Daily Official List the Daily Official List published by the London Stock
Exchange
Dealing Arrangement an arrangement of the kind referred to in Note 11(a) on the
definition of acting in concert in the Code
Dealing Disclosure has the same meaning as in Rule 8 of the Code
Disclosed the information disclosed by, or on behalf of Mediclinic, (i) in
the annual report and accounts of the Mediclinic Group for
the financial year ended 31 March 2022; (ii) in this
announcement (or any of the documents listed in paragraph
17 of this announcement) ; (iii) in any other announcement
to a Regulatory Information Service by, or on behalf of
Mediclinic prior to the publication of this announcement; (iv)
in filings with the Registrar of Companies in the last two
years; (v) as otherwise fairly disclosed to Bidco, Remgro or
SAS (or each of their respective officers, employees, agents
or advisers) in writing prior to the date of this announcement
(including via the virtual data room operated by or on behalf
of Mediclinic and any written replies to information requests
and correspondence in connection therewith); or (vi)
expressly disclosed to Bidco, Remgro or SAS (or each of
their respective officers, employees, agents or advisers)
during any management due diligence sessions held by
Mediclinic in respect of the Acquisition and any written
replies and correspondence in connection therewith
Effective in the context of the Acquisition:
(a) if the Acquisition is implemented by way of the
Scheme, the Scheme having become effective
pursuant to its terms; or
(b) if the Acquisition is implemented by way of a
Takeover Offer, such Takeover Offer having
been declared and become unconditional in
accordance with the Code
Effective Date the date on which either the Scheme becomes Effective in
accordance with its terms or, subject to the terms of the Co-
operation Agreement, if Bidco elects, and the Panel
consents, to implement the Acquisition by way of a Takeover
Offer, the date on which such Takeover Offer becomes or is
declared unconditional
Enlarged Group the combined Mediclinic Group and Bidco following
completion of the Acquisition
Euroclear Euroclear UK or (ii) the securities exchange operated by JSE Limited,
depending on context
Joint Defence Agreement the joint defence agreement dated 3 August 2022 between
Bidco, Remgro, Mediclinic and their respective legal
advisers, as described in paragraph 11 of this
announcement
London Stock Exchange London Stock Exchange plc
Long-stop Date 30 June 2023, or such later date as may be agreed by Bidco
and Mediclinic (with the Panel’s consent and as the Court
may approve (if such approval(s) are required))
Mediclinic or the Company Mediclinic International plc
Mediclinic Directors the directors of Mediclinic from time to time
Mediclinic Group or the Group Mediclinic and its subsidiary undertakings and, where the
context permits, each of them
Mediclinic Shareholders the holders of Mediclinic Shares
Mediclinic Shares the existing unconditionally allotted or issued and fully paid
ordinary shares of 10 pence each in the capital of Mediclinic
and any further such ordinary shares which are
unconditionally allotted or issued before the Scheme
becomes Effective
Mediclinic Share Plans the Mediclinic International plc Long Term Incentive Plan
2013, the Mediclinic International plc Annual Share
Incentive Plan and the Mediclinic International plc 2022
Omnibus Share Plan
Morgan Stanley Morgan Stanley Remgro Healthcare Holdings
Proprietary Limited; and Remgro Jersey GBP Limited
Restricted Jurisdiction any jurisdiction where local laws or regulations may result
in a significant risk of civil, regulatory or criminal exposure if
information concerning the Acquisition is sent or made
available to Mediclinic Shareholders in that jurisdiction or
would result in a requirement to comply with any
governmental or other consent or any registration, filing, or
other formality which Mediclinic regards as overly onerous
Scheme or Scheme of the proposed scheme of arrangement under Part 26 of the
Arrangement Companies Act between Mediclinic and the Scheme
Shareholders in connection with the Acquisition, with or
subject to any modification, addition or condition approved
or imposed by the Court and agreed by Mediclinic and Bidco
Scheme Document the document to be sent to Mediclinic Shareholders
containing, amongst other things, the Scheme and the
notices convening the Court Meeting and the General
Meeting
Scheme Record Time the time and date specified in the Scheme Document,
expected to be 18:00 on the Business Day immediately prior
to the Effective Date
Scheme Shareholder a holder of Scheme Shares at any relevant date or time;
Scheme Shares the Mediclinic Shares:
(a) in issue as at the date of the Scheme Document;
(b) (if any) issued after the date of the Scheme
Document but prior to the Scheme Voting
Record Time; and
(c) (if any) issued on or after the Scheme Voting
Record Time and before the Scheme Record
Time, either on terms that the original or any
subsequent holders thereof shall be bound by
the Scheme or in respect of which the holders
thereof shall have agreed in writing to be bound
by the Scheme,
but, in each case, other than the 328,497,888 Mediclinic
Shares owned by the Relevant Remgro Subsidiaries as at
2 August 2022 (being the latest practicable date prior to this
announcement)
Scheme Voting Record Time the time and date specified in the Scheme Document by
reference to which entitlement to vote on the Scheme will
be determined
Shareholders’ Agreement the shareholders’ agreement entered into between the
Relevant Remgro Subsidiaries, SAS and Bidco on 4 August
2022, as described in paragraph 11 of this announcement
Significant Interest in relation to an undertaking, a direct or indirect interest of
20 per cent. or more of the total voting rights conferred by
the equity share capital (as defined in section 548 of the
Companies Act) of such undertaking
South Africa the Republic of South Africa
South Africa Competition Act the South African Competition Act (No 89 of 1998), as
amended
South Africa Competition the commission established pursuant to Chapter 4, Part A
Authorities of the South African Competition Act or the tribunal
established pursuant to Chapter 4, Part B of the South
African Competition Act or the appeal court established
pursuant to Chapter 4, Part C of the South African
Competition Act or the South African Constitutional Court,
as the case may be
Standard Bank The Standard Bank of South Africa Limited
Subscription and Rollover the Agreement dated 4 August 2022 between the Relevant
Agreement Remgro Subsidiaries, SAS and Bidco, as described in
paragraph 10 of this announcement
Takeover Offer should the Acquisition be implemented by way of a
Takeover Offer as defined in Chapter 3 of Part 28 of the
Companies Act, the offer to be made by or on behalf of
Bidco to acquire the entire issued and to be issued ordinary
share capital of Mediclinic (excluding the 328,497,888
Mediclinic Shares owned by the Relevant Remgro
Subsidiaries which are not Scheme Shares) and, where the
context admits, any subsequent revision, variation,
extension or renewal of such takeover offer
Third Party each of a central bank, government or governmental, quasi-
governmental, supranational, statutory, regulatory,
environmental, administrative, fiscal or investigative body,
court, trade agency, association, institution, environmental
body, employee representative body or any other body or
person whatsoever in any jurisdiction
UBS UBS AG London Branch
United Kingdom or UK the United Kingdom of Great Britain and Northern Ireland
United States or US the United States of America, its territories and
possessions, any state of the United States of America, the
District of Columbia and all other areas subject to its
jurisdiction and any political sub-division thereof
US Exchange Act the United States Securities Exchange Act 1934, as
amended
Wider Bidco Group Bidco, Remgro, SAS and associated undertakings and any
other body corporate, partnership, joint venture or person in
which these entities (aggregating their interests) have a
Significant Interest (excluding the Wider Mediclinic Group)
Wider Mediclinic Group Mediclinic and associated undertakings and any other body
corporate, partnership, joint venture or person in which
Mediclinic and such undertakings (aggregating their
interests) have a Significant Interest.
For the purposes of this announcement, “subsidiary”, “subsidiary undertaking”, “undertaking”
and “associated undertaking” have the respective meanings given thereto by the Companies Act.
All references to “pounds”, “pounds Sterling”, “Sterling”, “£”, “pence”, “penny” and “p” are to the
lawful currency of the United Kingdom.
All the times referred to in this announcement are London times unless otherwise stated.
References to the singular include the plural and vice versa.
APPENDIX V
FY23 GUIDANCE
The following FY23 guidance statements set out in Mediclinic’s 2022 Full-Year Results (the “FY23
Guidance Statements”) are classed as profit forecasts for the purposes of the Code on Takeovers
and Mergers:
“Expect increased client activity to drive further revenue growth, margin expansion and
improved earnings”
“In the year ahead, we expect to benefit from a continued increase in client activity which
will drive further improvement in our profitability and earnings.”
“In FY23, we expect a combination of volume growth and efficiency gains to continue to
drive the Group towards pre-pandemic profitability, alongside a meaningful improvement in
earnings.”
“The Group expects the positive momentum in revenue growth, margin improvement and
earnings of FY22 to continue in FY23, driven by increased client activity supported by
expected underlying economic growth in all three regions. Seasonal trends in patient activity
levels, most notably in Switzerland and the Middle East, are expected to return, in the
absence of any material new waves of COVID-19. Improving profitability and strong cash
generation are expected to support continued deleveraging.
Switzerland expects to deliver modest FY23 revenue growth and EBITDA margin
improvement to around 16%.
Southern Africa expects to deliver FY23 revenue growth in the mid-single digit percentage
range and an EBITDA margin improvement, approaching 20%.
The Middle East expects to deliver FY23 revenue growth in the high-single digit percentage
range and an EBITDA margin improvement approaching the mid-15% range.”
Basis of preparation
The FY23 Guidance Statements are based on the Group’s current internal forecast for the remainder
of the year ending 31 March 2023.
The basis of accounting used for the FY23 Guidance Statements is consistent with the Group’s
existing accounting policies, which are in accordance with U.K. adopted International Accounting
Standards, IFRS as adopted by the EU and IFRS as issued by the International Accounting
Standards Board, were applied in the preparation of the Group’s financial statements for the year
ending 31 March 2022 and are expected to be applied in the preparation of the Group’s financial
statements for the year ending 31 March 2023. The divisional information has been prepared on the
basis on local currencies in each of the relevant divisions, being South African rand in Southern
Africa, Swiss franc in Switzerland and UAE dirham in the Middle East.
The FY23 Guidance Statements have been prepared on the basis referred to above and subject to
the principal assumptions set out below. The FY23 Guidance Statements are inherently uncertain
and there can be no guarantee that any of the factors referred to under ‘Principal Assumptions’
below will not occur and/or, if they do, their effect on the Group’s results of operations, financial
condition or financial performance, may be material. The FY23 Guidance Statements should
therefore be read in this context and construed accordingly.
Principal Assumptions
Factors outside the influence or control of the Mediclinic Directors for the year ending 31 March
2023:
• no material change to the Group’s assumptions in the forecast period for patient volumes
and case mix as client activity normalises and fewer direct COVID-19-related costs are
incurred in line with COVID-19-related admissions receding;
• no adverse change in private healthcare market conditions or introduction of significant
disruptive innovation and digitalisation (including, but without limitation, in relation to actions
taken by the Group’s competitors, insurance companies and healthcare authorities);
• no changes in the Group’s ability to attract patients, nurses and medical practitioners;
• no material changes to the Group’s assumptions in the forecast period on the effects of
seasonality and public and school holidays affecting availability of patients, nurses and
medical practitioners;
• no change in client preferences for private healthcare that the Group is unable to address
through changes in its service offering;
• no adverse changes for the Group in supply chain costs and the availability of consumables
and supplies (for example, as a result of material supply chain disruptions) and/or the
Group’s employee costs;
• there will be no adverse change to current prevailing global macroeconomic and political
conditions (including geopolitical tension, further escalation of conflict or war in or affecting
areas where the Group operates (or any sanctions imposed in response to any such
events)) which is material in the context of the FY23 Guidance Statements;
• no change in legislation or regulatory requirements relating to the Group or the legislative
or regulatory environment within which the Group operates;
• no change in general sentiment towards the Group and/or its operations which has an
impact on its ability to attract consultants and healthcare practitioners and to operate its
business and increase referrals;
• no business disruption affecting the Group, its customers, its supply chain or other
stakeholders (including, but without limitation, any COVID-19-related lockdowns and
restrictions, natural disasters, severe adverse weather, acts of terrorism, cyberattacks,
workforce shortages or labour disputes);
• there will be no litigation or contractual disputes which are material in the context of the
Group;
• there will be no material movements in foreign exchange rates compared with the Group’s
estimates;
• no change in the Group’s existing debt arrangements, or its ability to access external
financing; and
• no change in the accounting standards or policies which were used for the FY23 Guidance
Statements.
Factors within the influence or control of the Mediclinic Directors for the year ending 31 March 2023:
• no change to the strategy or operation of the Group’s divisions;
• no deterioration in the Group’s relationships with patients, nurses or medical practitioners;
• no health and safety issues experienced by the Group;
• no unplanned capital expenditure or asset disposals conducted by or affecting the Group;
• no significant acquisitions, disposals, developments, partnerships or joint venture
agreements will be entered into by the Group and no existing partnerships or joint venture
agreements will be terminated or amended, in each case, which have an adverse impact on
the Group’s income or expenditure which is material in the context of the FY23 Guidance
Statements; and
• no change in key management of the Group;
in the case of each principal assumption, which is material in the context of the FY23 Guidance
Statements.
Directors’ Confirmation
The Mediclinic Directors confirm that the FY23 Guidance Statements remain valid and have been
properly compiled on the basis of the principal assumptions stated above and that the basis of
accounting used is consistent with Mediclinic’s accounting policies as set out above.
Date: 04-08-2022 08:25:00
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