Press Releases



Mediclinic Intnl plc - Director/PDMR Shareholding

24/06/2019
RNS Number : 2044D
Mediclinic International plc
24 June 2019
 

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

("Mediclinic", the "Company", or the "Group")

 

 

24 June 2019

 

NOTIFICATION OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

 

This notification sets out the details of awards over ordinary shares in Mediclinic ("Shares") granted to Directors and other persons discharging managerial responsibilities ("PDMRs") on 19 June 2019 under the Company's Short-Term Incentive Scheme (the "STI") and Long-Term Incentive Plan (the "LTIP"), together with details regarding the vesting and settlement of awards granted in 2017 under the Company's STI.

 

Awards granted under the Company's Short-Term Incentive Scheme
 and Long-Term Incentive Plan

 

On 19 June 2019, awards over Shares were granted to the following Directors and other PDMRs under the Company's STI and LTIP, approved by shareholders in July 2017.

 

Name

 

Director/ PDMR

Number of Shares awarded under the STI

Number of Shares awarded under the LTIP

Dr Carel Aron van der Merwe

Director

21 962

373 437

Petrus Jurgens Myburgh

Director

14 417

206 456

Daniël Petrus Meintjes

Director

7 679

n/a

David John Hadley

PDMR

n/a

137 370

Gert Cornelis Hattingh

PDMR

n/a

81 466

Dr René Toua

PDMR

n/a

63 964

Magnus Oetiker

PDMR

n/a

108 746

Koert Hendrik Stefanus Pretorius

PDMR

n/a

88 928

Dr Dirk Cornelius le Roux

PDMR

n/a

63 964

Mr Daniel Liedtke

PDMR

n/a

129 015

 

 

The awards made under the STI and LTIP were granted for nil consideration and are based on the average of the middle-market quotations of a Share during a period of five dealing days ending with the dealing day before the day of grant, which equates to £3.01 per Share.

 

Short-term incentive awards to be made in 2019

 

Performance delivered against the pre-defined targets for the STI (including both financial and non-financial metrics) resulted in a pay-out of 16.5% of a maximum bonus, as explained in the Directors' Remuneration Report on pages 160 and 169 of the 2019 Annual Report. Given that the long-term incentive awards vesting in 2019 had lapsed in full (as the performance targets were not achieved), the Remuneration Committee considered that a relatively small pay-out under the STI was appropriate as it reflected the sustained efforts of senior management and progress made by the Group to adapt to the challenges in the healthcare services industry.

 

Consistent with the Company's Remuneration Policy, 50% of the award was paid in cash and 50% was deferred in shares for a period of two years. Deferred shares will be settled in cash, subject to continued employment. This deferral is subject to employment conditions only; no further performance conditions apply.

 

Long-term incentive awards to be made in 2019

 

As set out in the Remuneration Report (on page 159 of the 2019 Annual Report), in line with the normal three-year cycle of the Remuneration Policy, the Remuneration Committee intends to undertake a full-scale review of the Group's approach to remuneration during the course of the coming year to ensure that it remains fit-for-purpose in aligning the executive team's remuneration with the long-term success of Mediclinic. Nonetheless, the Remuneration Committee intends to make minor changes to the way in which the Remuneration Policy is implemented over the course of the coming year to ensure that LTIPs are aligned with the Group's strategic priorities, in particular through the introduction of a return on invested capital ("ROIC") underpin to LTIP awards which allows the Remuneration Committee to review the formulaic level of vesting delivered under the Earnings per Share and relative Total Shareholder Return performance conditions based on the ROIC performance of the Company over the period. Details of the changes are set out within the letter from the Chairperson of the Remuneration Committee on pages 160-161 of the 2019 Annual Report.

 

In line with previous years, on 19 June 2019 the Remuneration Committee granted long-term incentive awards with a face value of 200% of salary and 150% of salary to the Chief Executive Office and Chief Financial Officer, respectively. Awards were also granted to the other members of the Group Executive Committee. The Remuneration Committee considered that maintaining the award levels was appropriate to motivate and retain critical talent while aligning the interests of the executive management team with those of investors over the coming year as they continue to adapt and position the business for future growth and improved returns.

 

Awards granted under the LTIP are structured as conditional awards, with vesting being subject to the satisfaction of performance conditions over a three-year period. Executive Directors of Mediclinic will be required to hold vested awards for a further two years (i.e. until the fifth anniversary of grant).

 

2019 STI award to Danie Meintjes

 

As explained in the Section 430(2B) announcement made on 14 August 2018 and in the Remuneration Report in the 2019 Annual Report on page 171, upon Mr Meintjes' retirement as an executive Director on 31 July 2018, the Remuneration Committee considered both investors' expectations and South African labour market requirements in determining the treatment of Mr Meintjes' outstanding incentive awards. In accordance with his Service Agreement and the shareholder-approved Directors' Remuneration Policy, it was agreed that Mr Meintjes remained eligible to receive a pro-rated STI award in June 2019 in respect of the period during which he served as an executive Director (1 April 2018 to 31 July 2018).

 

Awards settled under the Company's Short-Term Incentive Scheme
 

Awards granted to Directors on 1 June 2017in respect of the deferred element of the Company's STI vested on 1 June 2019. These awards were denominated in Shares and were settled in cash on 20 June 2019 based on the middle-market quotation of a Share on 31 May 2019, being £3.02 per Share. The amount settled included the value of dividends attributable to the vested Shares during the period between the date of grant and the date of vesting, being a total of 15.8 pence per share. 

 

The table below sets out the number of shares vested for the Directors who were granted awards under the STI on 1 June 2017 together with the corresponding cash settlement.

 

Name

 

Number of Shares vested

Cash Settlement (including dividend equivalents)

Petrus Jurgens Myburgh1

10 815

£34 370

Daniël Petrus Meintjes2

27 187

£86 400

 

Notes:

1 As Chief Financial Officer, Mr Myburgh is required to build and maintain a minimum holding of Shares equivalent to a value of 200% of his annual base compensation. As that threshold had not been met on 1 June 2019, under the Company's Remuneration Policy, Mr Myburgh was required to apply 50% of the net of tax value of the vested Shares to the purchase of ordinary shares in Mediclinic. As announced on 18 June 2019, Mr Myburgh purchased 3 000 shares on 14 June 2019 to fulfil this obligation.

2 Mr Meintjes was Chief Executive Officer of the Company at the time the award was granted and is now a non-executive Director.

 

The notifications below are made in accordance with Articles 19.1 and 19.3 of the Market Abuse Regulation.

 


 

 

1.

Details of PDMR / person closely associated with them ("PCA")

 

a)

Name

Dr Carel Aron van der Merwe

 

2.

Reason for the notification

 

a)

Position / status

Chief Executive Officer - Mediclinic International plc 

 

b)

Initial notification / amendment

Initial Notification

 

3.

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Mediclinic International plc

 

b)

LEI

2138002S5BSBIZTD5I60

 

4.

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument

 

Identification Code

Ordinary Shares

 

 

GB00B8HX8Z88

 

b)

Nature of the transaction

Award over ordinary shares in Mediclinic International plc granted at nil cost under the Company's Long Term Incentive Plan

 

c)

Price(s) and volume(s)

 

 

Price(s)

Volume(s)

£nil

373 437

 

d)

Aggregated information

 

Aggregated volume

 

Price

 

 

 

373 437

 

£nil

 

e)

Date of the transaction

19 June 2019

 

f)

Place of the transaction

Outside a trading venue

4.

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument

 

Identification Code

Ordinary Shares

 

 

GB00B8HX8Z88

 

b)

Nature of the transaction

Award over ordinary shares in Mediclinic International plc granted at nil cost under the Company's Short Term Incentive Scheme

 

c)

Price(s) and volume(s)

 

 

Price(s)

Volume(s)

£nil

21 962

 

d)

Aggregated information

 

Aggregated volume

 

Price

 

 

 

21 962

 

£nil

 

e)

Date of the transaction

19 June 2019

 

f)

Place of the transaction

Outside a trading venue

 


 

 

1.

Details of PDMR / person closely associated with them ("PCA")

 

a)

Name

Petrus Jurgens Myburgh

 

2.

Reason for the notification

 

a)

Position / status

Chief Financial Officer - Mediclinic International plc  

 

b)

Initial notification / amendment

Initial Notification

 

3.

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Mediclinic International plc

 

b)

LEI

2138002S5BSBIZTD5I60

 

4.(1)

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument

 

Identification Code

Ordinary Shares

 

 

GB00B8HX8Z88

 

b)

Nature of the transaction

Award over ordinary shares in Mediclinic International plc granted at nil cost under the Company's Long Term Incentive Plan

 

c)

Price(s) and volume(s)

 

 

Price(s)

Volume(s)

£nil

206 456

 

d)

Aggregated information

 

Aggregated volume

 

Price

 

 

 

206 456

 

£nil

 

e)

Date of the transaction

19 June 2019

 

f)

Place of the transaction

Outside a trading venue

4.(2)

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument

 

Identification Code

Ordinary Shares

 

 

GB00B8HX8Z88

 

b)

Nature of the transaction

Award over ordinary shares in Mediclinic International plc granted at nil cost under the Company's Short Term Incentive Scheme

 

c)

Price(s) and volume(s)

 

 

Price(s)

Volume(s)

£nil

14 417

 

d)

Aggregated information

 

Aggregated volume

 

Price

 

 

 

14 417

 

£nil

 

e)

Date of the transaction

19 June 2019

 

f)

Place of the transaction

Outside a trading venue

4.(3)

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument

 

Identification Code

Ordinary Shares

 

 

GB00B8HX8Z88

 

b)

Nature of the transaction

Vesting and cash settlement of award over ordinary shares in Mediclinic International plc granted in 2017 under the Company's Short Term Incentive Scheme

c)

Price(s) and volume(s)

 

 

Price(s)

Volume(s)

£nil

10 815

 

d)

Aggregated information

 

Aggregated volume

 

Price

 

 

 

10 815

 

£nil

 

e)

Date of the transaction

20 June 2019

 

f)

Place of the transaction

Outside a trading venue

 

 

 


 

 

 

1.

Details of PDMR / person closely associated with them ("PCA")

 

a)

Name

Daniël Petrus Meintjes

 

2.

Reason for the notification

 

a)

Position / status

Executive Director - Mediclinic International plc 

 

b)

Initial notification / amendment

Initial Notification

 

3.

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Mediclinic International plc

 

b)

LEI

2138002S5BSBIZTD5I60

 

4.(1)

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument

 

Identification Code

Ordinary Shares

 

 

GB00B8HX8Z88

 

b)

Nature of the transaction

Award over ordinary shares in Mediclinic International plc granted at nil cost under the Company's Short Term Incentive Scheme

 

c)

Price(s) and volume(s)

 

 

Price(s)

Volume(s)

£nil

7 679

 

d)

Aggregated information

 

Aggregated volume

 

Price

 

 

 

7 679

 

£nil

 

e)

Date of the transaction

19 June 2019

 

f)

Place of the transaction

Outside a trading venue

4.(2)

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument

 

Identification Code

Ordinary Shares

 

 

GB00B8HX8Z88

 

b)

Nature of the transaction

Vesting and cash settlement of award over ordinary shares in Mediclinic International plc granted in 2017 under the Company's Short Term Incentive Scheme

c)

Price(s) and volume(s)

 

 

Price(s)

Volume(s)

£nil

27 187

 

d)

Aggregated information

 

Aggregated volume

 

Price

 

 

 

27 187

 

£nil

 

e)

Date of the transaction

20 June 2019

 

f)

Place of the transaction

Outside a trading venue

 

 


 

 

 

1.

Details of PDMR / person closely associated with them ("PCA")

 

a)

Name

David John Hadley

 

2.

Reason for the notification

 

a)

Position / status

Chief Executive Officer - Mediclinic Middle East

 

b)

Initial notification / amendment

Initial Notification

 

3.

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Mediclinic International plc

 

b)

LEI

2138002S5BSBIZTD5I60

 

4.

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument

 

Identification Code

Ordinary Shares

 

 

GB00B8HX8Z88

 

b)

Nature of the transaction

Award over ordinary shares in Mediclinic International plc granted at nil cost under the Company's Long Term Incentive Plan

 

c)

Price(s) and volume(s)

 

 

Price(s)

Volume(s)

£nil

137 370

 

d)

Aggregated information

 

Aggregated volume

 

Price

 

 

 

137 370

 

£nil

 

e)

Date of the transaction

19 June 2019

 

f)

Place of the transaction

Outside a trading venue

 

 


 

 

 

1.

Details of PDMR / person closely associated with them ("PCA")

 

a)

Name

Gert Cornelis Hattingh

 

2.

Reason for the notification

 

a)

Position / status

Chief Corporate Services Officer - Mediclinic International plc 

 

b)

Initial notification / amendment

Initial Notification

 

3.

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Mediclinic International plc

 

b)

LEI

2138002S5BSBIZTD5I60

 

4.

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument

 

Identification Code

Ordinary Shares

 

 

GB00B8HX8Z88

 

b)

Nature of the transaction

Award over ordinary shares in Mediclinic International plc granted at nil cost under the Company's Long Term Incentive Plan

 

c)

Price(s) and volume(s)

 

 

Price(s)

Volume(s)

£nil

81 466

 

d)

Aggregated information

 

Aggregated volume

 

Price

 

 

 

81 466

 

£nil

 

e)

Date of the transaction

19 June 2019

 

f)

Place of the transaction

Outside a trading venue

 

 


 

 

 

1.

Details of PDMR / person closely associated with them ("PCA")

 

a)

Name

Dr René Toua

 

 

2.

Reason for the notification

 

a)

Position / status

Group Chief Clinical Officer - Mediclinic International plc

 

b)

Initial notification / amendment

Initial Notification

 

3.

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Mediclinic International plc

 

b)

LEI

2138002S5BSBIZTD5I60

 

4.

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument

 

Identification Code

Ordinary Shares

 

 

GB00B8HX8Z88

 

b)

Nature of the transaction

Award over ordinary shares in Mediclinic International plc granted at nil cost under the Company's Long Term Incentive Plan

 

c)

Price(s) and volume(s)

 

 

Price(s)

Volume(s)

£nil

63 964

 

d)

Aggregated information

 

Aggregated volume

 

Price

 

 

 

63 964

 

£nil

 

e)

Date of the transaction

19 June 2019

 

f)

Place of the transaction

Outside a trading venue

 


 

 

1.

Details of PDMR / person closely associated with them ("PCA")

 

a)

Name

Magnus Oetiker

 

2.

Reason for the notification

 

a)

Position / status

Chief HR and Corporate Development Officer -Mediclinic International plc

 

b)

Initial notification / amendment

Initial Notification

 

3.

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Mediclinic International plc

 

b)

LEI

2138002S5BSBIZTD5I60

 

4.

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument

 

Identification Code

Ordinary Shares

 

 

GB00B8HX8Z88

 

b)

Nature of the transaction

Award over ordinary shares in Mediclinic International plc granted at nil cost under the Company's Long Term Incentive Plan

 

c)

Price(s) and volume(s)

 

 

Price(s)

Volume(s)

£nil

108 746

 

d)

Aggregated information

 

Aggregated volume

 

Price

 

 

 

108 746

 

£nil

 

e)

Date of the transaction

19 June 2019

 

f)

Place of the transaction

Outside a trading venue

 


 

 

 

1.

Details of PDMR / person closely associated with them ("PCA")

 

a)

Name

Koert Hendrik Stefanus Pretorius

 

2.

Reason for the notification

 

a)

Position / status

Chief Executive Officer - Mediclinic Southern Africa

 

b)

Initial notification / amendment

Initial Notification

 

3.

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Mediclinic International plc

 

b)

LEI

2138002S5BSBIZTD5I60

 

4.

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument

 

Identification Code

Ordinary Shares

 

 

GB00B8HX8Z88

 

b)

Nature of the transaction

Award over ordinary shares in Mediclinic International plc granted at nil cost under the Company's Long Term Incentive Plan

 

c)

Price(s) and volume(s)

 

 

Price(s)

Volume(s)

£nil

88 928

 

d)

Aggregated information

 

Aggregated volume

 

Price

 

 

 

88 928

 

£nil

 

e)

Date of the transaction

19 June 2019

 

f)

Place of the transaction

Outside a trading venue

 

 


 

 

 

1.

Details of PDMR / person closely associated with them ("PCA")

 

a)

Name

Dr Dirk Cornelius le Roux

 

2.

Reason for the notification

 

a)

Position / status

Chief Information Officer - Mediclinic International plc 

 

b)

Initial notification / amendment

Initial Notification

 

3.

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Mediclinic International plc

 

b)

LEI

2138002S5BSBIZTD5I60

 

4.

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument

 

Identification Code

Ordinary Shares

 

 

GB00B8HX8Z88

 

b)

Nature of the transaction

Award over ordinary shares in Mediclinic International plc granted at nil cost under the Company's Long Term Incentive Plan

 

c)

Price(s) and volume(s)

 

 

Price(s)

Volume(s)

£nil

63 964

 

d)

Aggregated information

 

Aggregated volume

 

Price

 

 

 

63 964

 

£nil

 

e)

Date of the transaction

19 June 2019

 

f)

Place of the transaction

Outside a trading venue

 

 


 

 

 

1.

Details of PDMR / person closely associated with them ("PCA")

 

a)

Name

Mr Daniel Liedtke

 

2.

Reason for the notification

 

a)

Position / status

Chief Executive Officer: Hirslanden Private Hospital Group (Hirslanden AG)

b)

Initial notification / amendment

Initial Notification

 

3.

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Mediclinic International plc

 

b)

LEI

2138002S5BSBIZTD5I60

 

4.

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument

 

Identification Code

Ordinary Shares

 

 

GB00B8HX8Z88

 

b)

Nature of the transaction

Award over ordinary shares in Mediclinic International plc granted at nil cost under the Company's Long Term Incentive Plan

 

c)

Price(s) and volume(s)

 

 

Price(s)

Volume(s)

£nil

129 015

 

d)

Aggregated information

 

Aggregated volume

 

Price

 

 

 

129 015

 

£nil

 

e)

Date of the transaction

19 June 2019

 

f)

Place of the transaction

Outside a trading venue


 

 

About Mediclinic International plc

 

Mediclinic is an international private healthcare services group, established in South Africa in 1983, with divisions in Switzerland, Southern Africa (South Africa and Namibia) and the United Arab Emirates.

 

The Group's core purpose is to enhance the quality of life.

 

Mediclinic is focused on providing specialist-orientated, multi-disciplinary services across the continuum of care in such a way that the Group will be regarded as the most respected and trusted provider of healthcare services by patients, medical practitioners, funders and regulators of healthcare in each of its markets.

 

Mediclinic comprises 77 hospitals, five sub-acute hospitals, 12 day case clinics and 21 outpatient clinics. Hirslanden operates 18 hospitals, two day case clinics and three outpatient clinics in Switzerland with more than 1 900 inpatient beds; Mediclinic Southern Africa operates 52 hospitals, five sub-acute hospitals and 12 day case clinics with more than 8 500 inpatient beds; and Mediclinic Middle East operates seven hospitals, two day case clinics and 21 outpatient clinics with more than 900 inpatient beds in the United Arab Emirates.

 

The Company's primary listing is on the London Stock Exchange ("LSE") in the United Kingdom, with secondary listings on the JSE Ltd in South Africa and the Namibian Stock Exchange in Namibia.

 

Mediclinic also holds a 29.9% interest in Spire Healthcare Group plc, a leading private healthcare group based in the United Kingdom and listed on the LSE.

 

For further information, please contact:

 

Company Secretary, Link Company Matters Limited

Jayne Meacham / Caroline Emmet

+44 (0)20 7954 9569

 

Investor Relations, Mediclinic International plc

James Arnold, Head of Investor Relations

ir@mediclinic.com

+44 (0)20 3786 8181

 

Media queries

FTI Consulting

Brett Pollard/Debbie Scott - UK

+44 (0)20 3727 1000

Sherryn Schooling - South Africa

+27 (0)21 487 9000

 

Registered address: 6th Floor, 65 Gresham Street, London, EC2V 7NQ, United Kingdom

Website: www.mediclinic.com

Joint corporate brokers: Morgan Stanley & Co International plc and UBS Investment Bank

JSE Ltd sponsor: Rand Merchant Bank (A division of FirstRand Bank Ltd)

NSX sponsor: Simonis Storm Securities (Pty) Ltd

 


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END
 
 
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