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Update announcement in respect of JSE delisting
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
6 June 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
UPDATE ANNOUNCEMENT IN RESPECT OF JSE DELISTING
Further to the announcement published on SENS on Thursday 25 May 2023 in terms of which
Shareholders were advised that, subject to the approval of the Executive Committee of the JSE,
the JSE will initiate the termination of the secondary listing of Mediclinic Shares on the Main Board
of the JSE, in terms of paragraphs 1.12 and 1.13 of the JSE Listings Requirements, to take effect
following the Effective Date, on the basis that Mediclinic will no longer comply with the public
spread provisions pursuant to paragraph 4.28(e) of the JSE Listings Requirements.
Shareholders are accordingly advised that the JSE has advised Mediclinic that, in accordance
with the timetable in the announcement published on SENS on Thursday 25 May 2023, it will be
terminating the listing of Mediclinic Shares on the Main Board of the JSE from commencement of
trade on Wednesday 7 June 2023.
The delisting of Mediclinic Shares on the NSX will occur simultaneously with the termination of
the listing and trading of such shares from the JSE.
Capitalised terms used but not defined in this announcement (the “Announcement”) have the
meanings given to them in the Scheme Document. All references to times in this Announcement
are to London times unless otherwise stated.
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
M&M Capital (Financial Adviser to the Consortium)
Ruggero Magnoni +39 335 422070
Thomas Marsoner +44 (0)20 7603 2100
Centerview Partners UK LLP (Financial Adviser to Remgro)
Hadleigh Beals +44 (0)20 7409 9700
Alexander Elias
Alexander Gill
Credit Suisse (Financial Adviser to MSC)
Jens Haas +44 (0)20 7888 8888
Ben Deary
Brice Bolinger
Teneo (PR Adviser to the Consortium)
Doug Campbell (UK) +44 7753 136628
Rob Yates (UK) +44 7715 375443
Robyn Chalmers (South Africa) +27 (83) 307 6834
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 (or, if the Acquisition is
implemented by way of a Takeover Offer, the offer document) which, together with the Forms of
Proxy, contains the full terms and Conditions of the Acquisition, including details of how to vote
in respect of the Acquisition. Any vote in respect of the Scheme or any decision in respect of, or
other response to, the Acquisition should be made only on the basis of the information in the
Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Takeover
Offer document).
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 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 proposed to be 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: 06-06-2023 01:00:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS. |
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