Announcement regarding a possible combination of Mediclinic and Al Noor Hospital Group plc Mediclinic International Limited (Incorporated in the Republic of South Africa) (Registration number: 1983/010725/06) ISIN: ZAE000074142 JSE share code: MDC NSX share code: MCI ("Mediclinic" or the "Company") NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN ANY JURISDICTION. ANNOUNCEMENT REGARDING A POSSIBLE COMBINATION OF MEDICLINIC AND AL NOOR HOSPITAL GROUP PLC Mediclinic shareholders are referred to the cautionary announcement released on the Stock Exchange News Service on 5 October 2015 ("the Cautionary Announcement"). The board of directors of Mediclinic ("Board") notes the announcement released by Al Noor Hospital Group plc ("Al Noor") on the Regulatory News Service of the London Stock Exchange ("the LSE") on 5 October 2015 and confirms that discussions are taking place regarding the possible combination of Mediclinic and Al Noor ("the Possible Combination"). Al Noor is the holding company of a private hospital group with operations in the United Arab Emirates ("UAE"). Its shares are listed on the Main Market of the LSE. The Board believes that the Possible Combination, if implemented, would create the leading provider in the attractive UAE private healthcare market, with a complementary fit across both Dubai and Abu Dhabi, and Al Noor's focus on quality aligning closely with Mediclinic's premium service offering. Al Noor has a proven financial track record of sustained growth and is pursuing a number of attractive opportunities for future expansion. The combined business would be a leading international private healthcare operator with a well-balanced geographic profile in Southern Africa, Switzerland and the UAE, as well as exposure to the UK market through a minority stake in Spire Healthcare Group plc. The Possible Combination, if completed, would be implemented through the issue of new Al Noor shares to the shareholders of Mediclinic and may be classified as a reverse takeover of Al Noor by Mediclinic under the applicable UK listing requirements. Accordingly, the combined business would benefit from a premium listing on the LSE together with a listing on the Johannesburg Stock Exchange. The Board believes that this will provide incremental benefits to Mediclinic through increased liquidity and a reduction in cost of capital. The Possible Combination provides Mediclinic with further diversification of its geographic profile internationally, as well as exposure to additional US Dollar-based, high-growth earnings. There can be no certainty at this stage that the discussions will lead to any agreement concerning the Possible Combination or as to the timing or terms of any such agreement. In addition, any such agreement will be subject, inter alia, to various shareholder and regulatory approvals and there can be no assurance that, even if reached, any such agreement would be completed. Further to the Cautionary Announcement, Mediclinic shareholders are advised to exercise caution in dealing in their Mediclinic shares until such time as a further announcement is made. A copy of this announcement will, subject to certain restrictions, be available at www.mediclinic.com. The content of such website is not incorporated into and does not form part of this announcement. Stellenbosch 6 October 2015 1 Mediclinic Offices, Strand Road, Stellenbosch 7600, South Africa PO Box 456, Stellenbosch 7599, South Africa Tel: +27 (0)21 809 6500 Fax: +27 (0)21 886 4037 Ethics Line: 0800 005 316 Website: www.mediclinic.com Joint Financial Adviser and JSE Sponsor to Mediclinic RAND MERCHANT BANK (A division of FirstRand Bank Limited) Joint Financial Adviser to Mediclinic Morgan Stanley & Co. International plc NSX Sponsor to Mediclinic Simonis Storm Securities (Pty) Limited Morgan Stanley & Co. International plc ("Morgan Stanley") which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK is acting as financial adviser to Mediclinic and no one else in connection with the potential transaction. In connection with such matters, Morgan Stanley, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the potential transaction, the contents of this announcement or any other matter referred to herein. NO OFFER TO ACQUIRE SECURITIES OR TO EXCHANGE SECURITIES FOR OTHER SECURITIES HAS BEEN MADE, OR WILL BE MADE, AND NO OFFER OF SECURITIES HAS BEEN MADE, OR WILL BE MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE MAILS, ANY MEANS OR INSTRUMENTALITY OF INTERSTATE OR FOREIGN COMMERCE OR ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, THE UNITED STATES OF AMERICA OTHER THAN (I) IN ACCORDANCE WITH THE REQUIREMENTS UNDER THE U.S. SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, OR A REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR (II) PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM. 2 Date: 06/10/2015 07:05:00 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.
MDC - MEDICLINIC INTERNATIONAL LIMITED - Announcement regarding a possible combination of Mediclinic and Al Noor Hospital Group plc
MDC - MEDICLINIC INTERNATIONAL LIMITED - Announcement regarding a possible combination of Mediclinic and Al Noor Hospital Group plc
06/10/2015