Form 8 (OPD) - Mediclinic International plc

23/06/2022

RNS Number : 9901P
Remgro Limited
23 June 2022
 

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

(a) Full name of discloser:

Remgro Limited and SAS Shipping Agencies Services S.à r.l.

(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

     The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.

N/A

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

     Use a separate form for each offeror/offeree

Mediclinic International plc

(d) Is the discloser the offeror or the offeree?

OFFERORS

(e) Date position held:

     The latest practicable date prior to the disclosure

22 June 2022

(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?

     If it is a cash offer or possible cash offer, state "N/A"

N/A

 

 

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

 

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

 

Class of relevant security:

 

 

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

Nil

-

Nil

-

(2) Cash-settled derivatives:

 

Nil

-

Nil

-

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

Nil

-

Nil

-

 

     TOTAL:

Nil

-

Nil

-

 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b)        Rights to subscribe for new securities

 

Class of relevant security in relation to which subscription right exists:

Nil

Details, including nature of the rights concerned and relevant percentages:

N/A

 

 

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

 

 

Ordinary shares held in Mediclinic International plc by the concert parties of the offeror:

 

 

Interests

Short Positions

Concert Party

Number of ordinary shares

Percentage of total issued share capital

(737,243,810)

Number of ordinary shares

Percentage of total issued share capital

(737,243,810)

Remgro Health Ltd

36,057,692

 

4.89%

 

Nil

 

-

Remgro Healthcare Holdings (Pty) Ltd

256,382,504

 

 

 

34.77%

 

 

 

Nil

 

 

 

-

Remgro Jersey GBP Ltd

36,057,692

 

 

4.89%

 

 

Nil

 

 

-

Visio Fund Management (Pty) Limited

5,252,105

0.71%

 

Nil

 

-

Sentio Capital Management (Pty) Ltd

109,909

 

 

0.01%

 

 

22,864

 

 

0.00%

Sonja de Bruyn

345

 

0.00%

 

Nil

 

-

P J Uys

667

0.00%

Nil

-

TOTAL

333,860,914

45.28%

22,864

0.00%

 

 

Sentio Capital Management (Pty) Ltd Holdings Cash-Settled Derivatives

 

Class of relevant security

Product description

e.g. CFD

Number of reference securities

10p Ordinary

Call Option

12,100

10p Ordinary

Call Option

12,100

10p Ordinary

Put Option

12,100

 

 

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

4.         OTHER INFORMATION

 

(a)        Indemnity and other dealing arrangements

 

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

None.

 

(b)        Agreements, arrangements or understandings relating to options or derivatives

 

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to:

(i)  the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state "none"

None.

 

(c)        Attachments

 

Are any Supplemental Forms attached?

 

Supplemental Form 8 (Open Positions)

NO

Supplemental Form 8 (SBL)

NO

 

 

Date of disclosure:

23 June 2022

Contact name:

Danielle Dreyer

Company Secretary, Remgro Limited

Telephone number:

+27 (21) 888-3373

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

 

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

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IMPORTANT DISCLAIMER

Possible offer for Mediclinic International plc (“Mediclinic”) by a consortium comprising Remgro Limited and MSC Mediterranean Shipping Company SA (acting through its wholly-owned subsidiary, SAS Shipping Agencies Services Sàrl) (together, the “Consortium”) (the "Possible Offer")

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