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Fri 12 Feb 2016
Close: 12 025c 
Day's move: 0c (0.00%)
Volume: 0
Trades: 0
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Mediclinic - successful placement of shares
During December 2005, Mediclinic concluded a broad-based black economic empowerment transaction in terms of which strategic black partners as well as Mediclinic employees were introduced as shareholders, in aggregate, of 15.0% of the issued ordinary share capital of Mediclinic (“the Transaction”).
At the time, two employee share trusts, The Mpilo Trust and The Mpilo Trust (Namibia) (“the Trusts”), subscribed for approximately 15.8 million ordinary shares or 4.0% of the issued ordinary share capital of Mediclinic, at the market value of R18.40 per share, held for the benefit of approximately 10,927 participating employees of Mediclinic as beneficiaries of the Trusts, of which 52% were black and 89% were women.
The first three allocations to employees were subject to a ten year lock-in period which expired on 31 December 2015 (“the First Allocations”). At that time, as announced by Mediclinic on 3 December 2015, qualifying participating employees elected to either dispose of all, or some, of the relevant Mediclinic shares linked to their units in the Trusts, or to take transfer of the relevant Mediclinic shares linked to their units. A successful accelerated book-build offering was launched at that time for the benefit of those employees electing to sell some or all of their shares.
Following the successful accelerated book-build offering on 2 December 2015, the Trusts continued to hold shares which had been allocated to employees subsequent to the First Allocations (“Further Allocations”).
Due to the combination of Mediclinic and Al Noor Hospital Group plc (“Al Noor”), and specifically the issue of new Al Noor shares to the shareholders of Mediclinic, Mediclinic and the trustees of the Trusts agreed to bring forward the vesting date of the Further Allocations to 31 December 2015.
Book-build
On 28 January 2016, an accelerated book-build offering of 4 001 350 Mediclinic shares ("the Book-build Shares"), representing the majority of the remaining Mediclinic shares held by the Trusts, was launched for the benefit of eligible participating employees ("the Book-build"). Mediclinic announces that the Book-build was successfully priced and closed.
The Book-build was considerably oversubscribed and all the Book-build Shares were placed with qualifying institutional investors at a price of R119.00 per Book-build Share ("the Book-build Price"), generating gross proceeds of ZAR476.16 million for the beneficiaries of the Trusts. The Book-build Price represents a discount of 2.3% to the closing price of Mediclinic shares of R121.81 on 27 January 2016.
The employee component of Mediclinic’s black economic empowerment transaction has been an exceptional success. In total, over ZAR1.4 billion has been distributed to eligible employees of Mediclinic since the inception of the Trusts in 2005.
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Mediclinic - Al Noor announcement
On 14 October 2015, Al Noor Hospitals Group plc ("Al Noor") and Mediclinic announced the proposed combination of the businesses of Al Noor and Mediclinic (the “Combination”), to be effected by way of a scheme of arrangement under the Companies Act (the “Scheme”). A combined scheme document relating to the Scheme was posted to Mediclinic shareholders on 17 November 2015 (“Scheme Circular”). Al Noor shareholders and Mediclinic shareholders are referred to the finalisation announcement released on the Stock Exchange News Service of the JSE ("SENS") on 29 January 2016 regarding the fulfillment of the conditions precedent to the Scheme. The operative date of the Scheme (“Operative Date”) is expected to be 15 February 2016. Al Noor is expected to be renamed Mediclinic International plc (“Mediclinic plc”) on or prior to the Operative Date (“Name Change”). As the Combination constitutes a reverse takeover by Al Noor of Mediclinic for the purposes of the UK Listing Rules, Al Noor has made applications for the entire issued ordinary shares of Al Noor and the new ordinary shares to be issued by Al Noor pursuant to the Combination and the Remgro Subscription (“New Shares”) (together, the “Shares”) to be admitted to the premium listing segment of the Official List maintained by the United Kingdom Listing Authority (the “UKLA”) and to trading on the Main Market of the London Stock Exchange ("LSE") (the “UK Admission”). On the Operative Date, the UK Admission will become effective in accordance with, respectively, the UK Listing Rules and the Admission and Disclosure Standards of the LSE. Completion of the Combination and therefore the occurrence of the Operative Date remains subject to the satisfaction of certain conditions, including the acknowledgements (or grant of application for listing) given by the UKLA, the LSE and the JSE regarding approval of, respectively, the UK Admission and the admission of the Shares to listing on the JSE not being withdrawn and the listing(s) becoming effective (as set out in the Scheme Circular).
Al Noor has a premium listing on the Main Market of the LSE, having been admitted to the premium listing segment of the Official List maintained by the UKLA and to trading on the LSE since 26 June 2013. Given the expected significant South African shareholder base of the Company post the Operative Date, the Company has made an application to the JSE for a secondary inward listing on the Main Board of the JSE. The Company is an "accredited applicant" listed on an "accredited exchange" as envisaged by paragraph 18.42 of the Listings Requirements of the JSE (the "Listings Requirements"). On this basis, the JSE has approved the secondary inward listing of the Company on the Main Board of the JSE by way of the Fast- Track Listing Process contemplated by paragraph 18 of the Listings Requirements. In terms of this approval, the entire issued and to be issued ordinary share capital of the Company will be listed on the Main Board of the JSE in the “Health – Health
Equipment and Services – Health Providers” sector of the JSE list under the abbreviated name Al Noor, share code MEI, and ISIN GB00B8HX8Z88, with effect from the commencement of trading on Monday, 8 February 2016 (“Listing Date”). From the Listing Date until the Operative Date, the entire issued and to be issued ordinary share capital of the Company will be listed on the Main Board of the JSE on a ”when issued” basis. Unless otherwise indicated, the terms and definitions used in this pre-listing announcement ("Pre-listing Announcement") are as set out in the Scheme Circular. In this Pre-listing Announcement, references to the Company on or after the Operative Date means Mediclinic plc following completion of the Combination, as the context requires. Unless otherwise stated or the context otherwise requires, the following describes the Company and the Enlarged Group as they will be in existence following the completion of the Combination.
Overview of the Company following completion of the Combination
Following completion of the Combination, the Company will be the holding company of a leading international private healthcare group with deep operational expertise and a well-balanced geographic profile primarily in Southern Africa but also to a significant extent in Switzerland and the United Arab Emirates (“UAE”), as well as exposure to the UK market through a minority stake in Spire Healthcare Group plc (“Spire Healthcare”). On a revenue basis, the Enlarged Group will be the third largest private healthcare provider in South Africa, the largest in the UAE and the largest private medical network in Switzerland. Mediclinic plc has pro forma revenue of USD4 billion for the financial period 2014/20151, comprising 46% from Switzerland, 31% from South Africa and 23% from the UAE. The Enlarged Group will operate 73 hospitals with approximately 10,200 beds and 37 clinics, and nearly 32,000 employees. Following completion of the Combination, the Enlarged Group will focus on providing acute care, specialist-orientated, multidisciplinary hospital services and related service offerings placing science at the heart of its care process by striving to provide evidence-based care of the highest standard. Patients will receive controlled and customised treatment, orchestrated by a team of medical professionals devoted to delivering the best possible clinical outcomes in multidisciplinary facilities of a world- class standard.
Expected Timetable
Al Noor Shareholders and Mediclinic Shareholders are referred to the expected timetable of principal events below, which timetable is also contained in the updated timetable announced by Mediclinic on 19 January 2016.
- Publication of Pre-listing Announcement on the Stock Exchange News Service of the JSE on Monday, 1 February
- Last day to trade Mediclinic shares on the JSE and the NSX in order to participate in the Scheme on Friday, 5 February
- Suspension of listing from the Main Board of the JSE and NSX of Mediclinic shares at commencement of trading on Monday, 8 February
- Listing and trading of the Shares on the JSE on a “when issued” basis at commencement of trading on Monday, 8 February
- Dematerialised Scheme Participants must advise their CSDPs or brokers of their elections in respect of the Repurchase Option and the Exchange Option in accordance with the timeframes stipulated in the custody agreements between each Dematerialised Scheme Participant and his CSDP or broker as the Transfer Secretaries must receive the elections from the CSDPs and brokers by 12h00. Certificated Scheme Participants’ elections in respect of the Repurchase Option and the Exchange Option to be received by the Transfer Secretaries by no later than 12h00 on Friday, 12 February
- Scheme Record Date, being the time and date on which Scheme Participants must be recorded in the Register in order to participate in the Scheme and to receive the New Shares, on 17h00 Friday, 12 February
- Operative Date of the Scheme on Monday, 15 February
- Remgro subscribes for New Shares under the Remgro Subscription on Monday, 15 February
- Dematerialised Scheme Participants expected to have their accounts (held at their CSDP or Broker) credited with the New Shares on Monday, 15 February
- Termination of listing of Mediclinic shares from the Main Board of the JSE and the NSX at the commencement of trading and simultaneous listing and trading of the Shares on the JSE and on the NSX on Monday, 15 February
- Name Change for trading on the JSE expected to be effective on the JSE systems at the commencement of trading on Wednesday, 17 February
- Certificates in respect of New Shares posted to Certificated Scheme Participants who have surrendered their Documents of Title and have elected on or prior to 12h00 on the Scheme Record Date to receive their New Shares in Certificated Form on or about Friday, 19 February
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Mediclinic - Competition tribunal approval
Mediclinic shareholders are referred to the announcements released on the Stock Exchange News Service (“SENS”) on 14 October 2015, 17 November 2015, 15 December 2015 and 19 January 2016 regarding the proposed combination of the businesses of Mediclinic and Al Noor Hospitals Group plc (“Al Noor”) (the “Combination”). The terms and definitions used in this announcement are as set out in the Scheme Circular circulated to Mediclinic shareholders on 17 November 2015.
Fulfilment of conditions precedent
Mediclinic shareholders are advised that the South African Competition Tribunal has given its unconditional approval for the Combination. The Takeover Regulation Panel has subsequently issued a compliance certificate in terms of sections 119(4)(b) and 121(b) of the Companies Act in respect of the Scheme, and accordingly all outstanding conditions precedent to the Scheme have now been fulfilled, waived (where applicable) and/or are deemed to have been fulfilled in accordance with the terms of the Scheme, and the Scheme has accordingly become unconditional in accordance with its terms. The Operative Date of the Scheme is expected to be Monday, 15 February 2016 and on that day, the LSE Listing will become effective in accordance with, respectively, the UK Listing Rules and the LSE’s Admission and Disclosure Standards.
Dividend tax on the Repurchase Option
In the event of a Dematerialised Scheme Participant other than a Qualifying SA Corporate electing the Repurchase Option, and dividends tax as contemplated in section 64H of the Income Tax Act is payable in respect of the repurchase of such Scheme Participant’s Scheme Shares, then and in that event, and as part of the Scheme, the relevant Dematerialised Scheme Participant’s CSDP or Broker will deduct such amount equal to the dividends tax from the Scheme Participant’s account in accordance with the terms of the agreement between the Scheme Participant and the CSDP or Broker. Accordingly the Scheme Participant’s account will be credited with their full entitlement of New Al Noor Shares (i.e. a portion of Scheme Participant’s New Al Noor Shares will not be withheld and sold by the Company to settle the dividends tax).
In the event of a Certificated Scheme Participant other than a Qualifying SA Corporate electing the Repurchase Option, and dividends tax as contemplated in section 64G of the Income Tax Act is payable in respect of the repurchase of such Scheme Participant’s Scheme Shares, then and in that event, and as part of the Scheme, the Company will sell or procure the sale of such amount of the Certificated Scheme Participants' New Al Noor Shares as shall be required to settle the dividends tax and to cover the Company's reasonable costs associated therewith, and after paying such dividends tax, the balance of such New Al Noor Shares, and any cash balance remaining, will be credited or posted to the Certificated Scheme Participant in accordance with the terms of the Scheme Circular.
Timetable
As a result of the Scheme becoming unconditional, Mediclinic shareholders are further advised that the implementation of the Combination will proceed according to the timetable as set out below.
- Application for the delisting of Mediclinic Shares lodged with the JSE and the NSX: Monday, 1 February
- Last day to trade Mediclinic Shares on the JSE and the NSX in order to participate in the Scheme : Friday, 5 February
- Suspension of listing of Mediclinic Shares from the Main Board of the JSE and NSX at commencement of trading on Monday, 8 February
- Listing and trading of New Al Noor Shares (ex-Special Dividend) on the JSE and NSX (on a “when issued basis”): Monday, 8 February
- Dematerialised Scheme Participants must advise their CSDPs or brokers of their elections in respect of the Repurchase Option and the Exchange Option in accordance with the timeframes stipulated in the custody agreements between each Dematerialised Scheme Participant and his CSDP or broker, as the Transfer Secretaries must receive the elections from the CSDPs and broker by 12h00. Certificated Scheme Participants’ elections in respect of the Repurchase Option and the Exchange Option to be received by the Transfer Secretaries by no later than 12h00 on Friday, 12 February
- Scheme Record Date, being the time and date on which Scheme Participants must be recorded in the Register to participate in the Scheme and to receive the New Al Noor Shares, 17h00 on Friday, 12 February
- Scheme expected to become operative and Remgro subscribes for New Al Noor Shares under the Remgro Subscription: Monday, 15 February
- Dematerialised Scheme Participants expected to have their accounts (held at their CSDP or Broker) credited with the New Al Noor Shares: Monday, 15 February
- Admission and commencement of dealings on the London Stock Exchange of existing Al Noor Shares and New Al Noor Shares, 08h00 (GMT) on Monday, 15 February
- Termination of listing of Mediclinic Shares from the Main Board of the JSE and the NSX at the commencement of trading on Monday, 15 February
- Name change for trading on the JSE expected to be effective on the JSE systems at the commencement of trading on Wednesday, 17 February
- Certificates in respect of New Al Noor Shares posted to Certificated Scheme Participants who have surrendered their Documents of Title and have elected on or prior to 12h00 on the Scheme Record Date to receive their New Al Noor Shares in Certificated Form on or about Friday, 19 February
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| Closing price data source: JSE Ltd. All other statistics calculated by ProfileData. |
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