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De-Listing And Cancellation Of Trading Of Mediclinic Shares
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, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
30 May 2023
RECOMMENDED CASH ACQUISITION
of
Mediclinic International plc
by
Manta Bidco Limited
(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”)) effected by
means of a Scheme of Arrangement under Part 26 of the Companies Act 2006
DE-LISTING AND CANCELLATION OF TRADING OF MEDICLINIC SHARES
Further to the announcement made by Mediclinic International plc ("Mediclinic") on 26 May 2023
that the Scheme has become Effective in accordance with its terms, Mediclinic today announces that,
following an application by Mediclinic, the Financial Conduct Authority has cancelled the listing of
Mediclinic Shares on the premium listing segment of the Official List and the London Stock Exchange
has cancelled the trading of Mediclinic Shares on the London Stock Exchange’s main market for listed
securities, in each case with effect from 8:00 a.m. (London time) today, 30 May 2023.
Following the suspension of Mediclinic Shares on the Main Board of the JSE and the NSX, effective
from 9:00 a.m. (SAST) on commencement of trade on 26 May 2023, the delisting of Mediclinic
Shares from the JSE and the NSX is expected to take effect from commencement of trade on 7 June
2023, being the first SA Business Day immediately following the date on which accounts are
expected to be credited with the Consideration.
Capitalised terms used but not defined in this announcement (the “Announcement”) have the
meanings given to them in the scheme document published on 30 August 2022 in relation to the
recommended cash offer by Manta Bidco Limited for the entire issued and to be issued share capital
of Mediclinic, effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006.
Enquiries:
Mediclinic
James Arnold (Head of Investor Relations) +44 (0)20 3786 8181
Morgan Stanley (Financial Adviser to Mediclinic)
Matthew Jarman +44 (0)20 7425 8000
Tom Perry
Anthony Zammit
Obaid Mufti
UBS (Financial Adviser to Mediclinic)
David James +44 (0)20 7567 8000
Thomas Raynsford
Martin Henrichs
Aadhar Patel
The Standard Bank of South Africa Limited (South African
Financial Adviser and Transaction Sponsor to Mediclinic)
Grant Tidbury +27 (11) 721 7000
Bryan Antolik
Natalie Di-Sante
FTI Consulting (PR Adviser to Mediclinic)
Ben Atwell / Ciara Martin (UK) +44 (0)20 3727 1000
Sherryn Schooling (South Africa) +27 (0)21 487 9000
Remgro
Stephan May +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
Ludovico del Balzo
Oliver Donaldson
Important Notice
This Announcement is for information purposes only and is not intended to and does not constitute or
form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities
or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise.
The Acquisition is being made solely by means of the Scheme Document which, together with the
Forms of Proxy, contains the full terms and conditions of the Acquisition.
This Announcement does not constitute a prospectus or prospectus-equivalent document.
Disclaimers
Nomura, which is authorised by the Prudential Regulation Authority and regulated in the UK by the
Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively as financial
adviser to Bidco and no one else in connection with the Acquisition and Nomura, its affiliates and its
respective officers, employees, agents, representatives and/or associates will not regard any other
person as their client, nor will they be responsible to anyone other than Bidco for providing the
protections afforded to clients of Nomura nor for providing advice in connection with the Acquisition or
any matter or arrangement referred to herein.
M&M Capital, which is authorised and regulated by the Financial Conduct Authority in the United
Kingdom, is acting exclusively as financial adviser to Bidco and no one else in connection with the
Acquisition and is not, and will not be, responsible to anyone other than Bidco for providing the
protections afforded to clients of M&M Capital or for providing advice in connection with the subject
matter of the Acquisition or any matter or arrangement referred to herein.
Centerview, which is authorised and regulated by the Financial Conduct Authority in the United
Kingdom, is acting exclusively as financial adviser to Remgro and no one else in connection with the
Acquisition and will not be responsible to anyone other than Remgro for providing the protections
afforded to clients of Centerview nor for providing advice in connection with the Acquisition or any
matter or arrangement referred to herein. Neither Centerview nor any of its affiliates owes or accepts
any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort,
under statute or otherwise) to any person who is not a client of Centerview in connection with the
Acquisition, any statement contained herein or otherwise.
Credit Suisse, which is authorised by the Prudential Regulation Authority and regulated in the UK by
the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively as
financial adviser to MSC and no one else in connection with the Acquisition and will not be responsible
to anyone other than MSC for providing the protections afforded to clients of Credit Suisse, nor for
providing advice in relation to the content of this Announcement or any matter referred to herein.
Neither Credit Suisse nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability
or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Credit Suisse in connection with the Acquisition, any
statement contained herein or otherwise.
Morgan Stanley, which is authorised by the Prudential Regulation Authority and regulated in the UK by
the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively as
financial adviser to Mediclinic and no one else in connection with the Acquisition and Morgan Stanley,
its affiliates and its respective officers, employees, agents, representatives and/or associates will not
regard any other person as their client, nor will they be responsible to anyone other than Mediclinic for
providing the protections afforded to clients of Morgan Stanley nor for providing advice in connection
with the Acquisition or any matter or arrangement referred to herein.
UBS is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is
authorised by the Prudential Regulation Authority and subject to regulation by the Financial Conduct
Authority and limited regulation by the Prudential Regulation Authority in the United Kingdom. UBS is
acting as financial adviser and corporate broker to Mediclinic and no one else in connection with the
matters set out in this Announcement. In connection with such matters, UBS, its affiliates, and its or
their respective directors, officers, employees and agents will not regard any other person as its client,
nor will it be responsible to any other person for providing the protections afforded to its clients or for
providing advice in relation to the contents of this Announcement or any other matter referred to herein.
Standard Bank, which is regulated by the Prudential Authority of the South African Reserve Bank and
is an Authorised Financial Services Provider and Credit Provider, is acting exclusively as South African
financial adviser and JSE transaction sponsor to Mediclinic and no one else in connection with the
Acquisition and Standard Bank, its affiliates and its respective officers, employees, agents,
representatives and/or associates will not regard any other person as their client, nor will they be
responsible to anyone other than Mediclinic for providing the protections afforded to clients of Standard
Bank nor for providing advice in connection with the Acquisition or any matter or arrangement referred
to herein.
No person has been authorised to give any information or make any representations other than those
contained in this Announcement and, if given or made, such information or representations must not
be relied upon as having been authorised by Mediclinic, the Mediclinic Directors, Bidco, the Bidco
Directors, Remgro, the Remgro Directors, SAS, the SAS Responsible Persons or by Morgan Stanley,
UBS, Standard Bank, Nomura, M&M Capital, Centerview, Credit Suisse or any other person involved
in the Acquisition. Neither the delivery of the Scheme Document nor holding the Meetings, the Scheme
Court Hearing, or filing the Court Order shall, under any circumstances, create any implication that
there has been no change in the affairs of the Mediclinic Group or the Bidco Group since the date of
the Scheme Document or that the information in, or incorporated into, the Scheme Document is correct
as at any time subsequent to its date.
Overseas Shareholders
This Announcement has been prepared for the purposes of complying with English law, the Takeover
Code, the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules, the Listing
Rules, the Financial Markets Act and the Corporate Actions timelines as prescribed in terms of the JSE
Listings Requirements, and the information disclosed may not be the same as that which would have
been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions
outside England or South Africa.
The availability of the Acquisition to Mediclinic Shareholders who are not resident in and citizens of the
United Kingdom, South Africa or Namibia may be affected by the laws of the relevant jurisdictions in
which they are located or of which they are citizens. Persons who are not resident in the United
Kingdom, South Africa or Namibia should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions. Any failure to comply with the applicable restrictions may
constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable
law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. Copies of this
Announcement and any formal documentation relating to the Acquisition are not being, and must not
be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any
Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted
Jurisdiction.
The Acquisition shall be subject to, among other things, the applicable requirements of the Takeover
Code, the Panel, the London Stock Exchange, the FCA, the JSE and the NSX.
The information contained in this Announcement constitutes factual information as contemplated in
section 1(3)(a) of the FAIS Act and should not be construed as express or implied advice, a
recommendation, guide or proposal that any particular transaction in respect of the Acquisition is
appropriate to the particular investment objectives, financial situations or needs of a shareholder or
offeree, and nothing in this Announcement should be construed as constituting the canvassing for, or
marketing or advertising of, financial services in South Africa. Neither Mediclinic nor Bidco are financial
services providers licensed as such under the FAIS Act.
Nothing in this Announcement should be viewed, or construed, as “advice”, as that term is used in the
Financial Markets Act.
Additional information for US investors
The Acquisition relates to shares in a UK company and is effected by means of a scheme of
arrangement under English law. US Mediclinic Shareholders should note that the Scheme relates to
the shares of a UK company and will be governed by English law. Neither the proxy solicitation rules
nor the tender offer rules under the US Exchange Act will apply to the Acquisition or the Scheme.
Moreover, the Acquisition and the Scheme are subject to the disclosure requirements and practices
applicable in England to schemes of arrangement, which differ from the disclosure requirements of the
proxy solicitation rules and tender offer rules under the US Exchange Act.
Neither the SEC nor any securities commission of any state of the US nor any other US regulatory
authority has approved the Acquisition, passed upon the fairness of the Acquisition or passed upon
the adequacy or accuracy of this Announcement. Any representation to the contrary is a criminal
offence in the US.
In accordance with the Takeover Code and normal UK practice, and pursuant to Rule 14e-5(b) of the
US Exchange Act (if applicable), (a) Bidco or its nominees, or its brokers (acting as agents), may from
time to time make certain purchases of, or arrangements to purchase, shares or other securities of
Mediclinic outside of the US, other than pursuant to the Acquisition, until the date on which the
Acquisition and/or Scheme becomes Effective, lapses or is otherwise withdrawn; and (b) Morgan
Stanley, UBS and Standard Bank and their affiliates will continue to act as exempt principal traders in
Mediclinic securities under the Takeover Code. If purchases or arrangements to purchase were to be
made as contemplated by clause (a) of this paragraph, they would occur either in the open market at
prevailing prices or in private transactions at negotiated prices, and comply with applicable law,
including the US Exchange Act. Any information about such purchases or arrangements to purchase
would be disclosed as required in the UK, would be reported to a Regulatory Information Service and
would be made available on the London Stock Exchange website at www.londonstockexchange.com.
Purchases contemplated by clause (b) of this paragraph that are required to be made public in the
United Kingdom pursuant to the Takeover Code would be reported to a Regulatory Information Service
and would be made available on the London Stock Exchange website at
www.londonstockexchange.com.
The receipt of the cash Consideration by a US Mediclinic Shareholder for the transfer of its Mediclinic
Shares pursuant to the Acquisition will likely be a taxable transaction for US federal income tax
purposes and may also be a taxable transaction under applicable state and local tax laws in the US,
as well as foreign and other tax laws. Each US Mediclinic Shareholder is urged to consult their
independent professional tax adviser immediately regarding the tax consequences of the Acquisition
applicable to them, including under applicable US state and local, as well as overseas and other, tax
laws.
It may be difficult for US Mediclinic Shareholders to enforce their rights and any claim arising out of US
federal securities laws, since Mediclinic and Bidco are each located in a non-US jurisdiction, and some
or all of its officers and directors may be residents of non-US jurisdictions. US Mediclinic Shareholders
may not be able to sue a non-US company or its officers or directors in a non-US court for violations
of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to
subject themselves to a US court’s judgement.
Forward Looking Statements
This Announcement (including information incorporated by reference in this Announcement), oral
statements made regarding the Acquisition, and other information published by Mediclinic, any
member of the Mediclinic Group, Bidco, the Wider Bidco Group or any member of the Consortium
contain statements which are, or may be deemed to be, “forward-looking statements”. Such forward-
looking statements are prospective in nature and are not based on historical facts, but rather on current
expectations and on numerous assumptions regarding the business strategies and the environment in
which Mediclinic, any member of the Mediclinic Group, Bidco, the Wider Bidco Group or any member
of the Consortium shall operate in the future and are subject to risks and uncertainties that could cause
actual results to differ materially from those expressed or implied by those statements.
The forward-looking statements contained in this Announcement may relate to Mediclinic, any member
of the Mediclinic Group, Bidco, or any member of the Wider Bidco Group or the Enlarged Group’s
future prospects, developments and business strategies, the expected timing and scope of the
Acquisition and all other statements in this Announcement other than statements of historical facts. In
some cases, these forward-looking statements can be identified by the use of forward-looking
terminology, including the terms “believes”, “estimates”, “will look to”, “would look to”, “plans”,
“prepares”, “anticipates”, “expects”, “is expected to”, “is subject to”, “budget”, “scheduled”, “forecasts”,
“synergy”, “strategy”, “goal”, “cost-saving”, “projects” “intends”, “may”, “will”, “shall” or “should” or, in
each case, their negative or other variations or other similar or comparable words and expressions.
Forward-looking statements may include statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects; (ii) business and management
strategies and the expansion and growth of Bidco, the Wider Bidco Group or Mediclinic’s operations
and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions
and governmental regulation on Bidco, the Wider Bidco Group 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.
None of Mediclinic, any member of the Wider Mediclinic Group, Bidco, any member of the Bidco Group,
or 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, any
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 Mediclinic, Bidco or 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, the Mediclinic Group, 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 statement in this Announcement is intended as a profit forecast, profit estimate or quantified
financial benefits statement for any period and no statement in this Announcement should be
interpreted to mean that earnings or earnings per share for Mediclinic or Bidco, as appropriate, for the
current or future financial years would necessarily match or exceed the historical published earnings
or earnings per share for Mediclinic or Bidco, as appropriate.
Publication on a website
A copy of this Announcement shall be made available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on the websites of Mediclinic, Remgro and at
https://investor.mediclinic.com/regulatory-news/offer-mediclinic-international-plc,
https://www.remgro.com/media-centre/disclaimer/mediclinic-offer/ and
https://www.msc.com/en/newsroom/press-releases respectively by no later than 12:00 p.m. (London
time) on the UK Business Day following the date of this Announcement. For the avoidance of doubt,
the content of these websites is not incorporated into and do not form part of this Announcement.
-Ends-
Date: 30-05-2023 12:19:00
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