Mediclinic International plc
(Incorporated in England and Wales)
Company Number: 08338604
LSE Share Code: MDC
JSE Share Code: MEI
NSX Share Code: MEP
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
16 September 2016
MEDICLINIC ANNOUNCEMENT IN RESPECT OF MPILO ARRANGEMENTS
During 2005 Mediclinic International (RF) Proprietary Limited (previously Mediclinic International Limited ("Mediclinic SA") implemented a black ownership initiative with MP1 Investment Holdings Proprietary Limited (previously Circle Capital Ventures Proprietary Limited) ("MP1") and Phodiso Holdings Limited ("Phodiso") (collectively, the "Strategic Black Partners").
Following completion in February 2016 of Mediclinic SA's combination with the Company (the "Combination"), the Company today announces that it has entered into arrangements with the Strategic Black Partners to formalise the basis on which the Strategic Black Partners hold their shares in the Company. These are in the same form in all material aspects as the arrangements in existence prior to the Combination. However, the Company now receives the direct benefit of the lock-in arrangements described below.
The arrangements that originally applied to the holdings of the Strategic Black Partners in relation to their shares in Mediclinic SA before completion of the Combination continue to apply to their holdings of shares in the Company such that:
· in the case of the 24,582,960 shares held by Phodiso through its subsidiary Mpilo Investment Holdings 2 (RF) Proprietary Limited ("Mpilo 2"), representing approximately 3.33% of the Company's issued share capital, disposals of such shares are restricted until 31 December 2018; and
· in the case of the 10,958,206 shares held by MP1 through its subsidiary Mpilo 1 Newco (RF) Proprietary Limited ("Mpilo 1"), representing approximately 1.49% of the Company's issued share capital, disposals of such shares are restricted until 31 December 2019.
The arrangements also contain pre-emptive rights in favour of the Company which provide that, if any of the shares in the Company or shares in one of the Strategic Black Partners' Mediclinic holding companies are to be offered for sale, the Company will be offered the opportunity to purchase such shares or to nominate another person to purchase such shares, in each case, at a discounted price of, approximately, in relation to the Mpilo 1 shares, 5% to the then market value and, in relation to the Mpilo 2 shares, 10%. Any exercise of a right to purchase such shares by the Company itself would require the approval of its shareholders.
Registered address: 1st Floor, 40 Dukes Place, London, EC3A 7NH, United Kingdom
Corporate broker: Morgan Stanley & Co International plc
JSE sponsor: Rand Merchant Bank (A division of FirstRand Bank Limited)
NSX sponsor: Simonis Storm Securities (Pty) Ltd
For further information please contact:
Mediclinic International plc
James Arnold, Head of Investor Relations
Capita Company Secretarial Services Limited
+44 (0)207 954 9600