Mediclinic Intnl plc - Form 8 (DD) - Mediclinic International plc

05/08/2022

RNS Number : 1380V
Mediclinic International plc
05 August 2022
 

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')

 

5 August 2022

 

FORM 8 (DD)

 

PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)

Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

(a) Full name of discloser:

Dr Carel Aron van der Merwe

(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) Status of person making the disclosure:

     e.g. offeror, offeree, person acting in concert with the offeror/offeree (specify name of offeror/offeree)

Person acting in concert with the offeree (Mediclinic International plc)

(e) Date dealing undertaken:

5 August 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 PERSON 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 following the dealing

 

Class of relevant security:

 

 

 

 

Interests

Short positions

Number

%(1)

Number

%

(1) Relevant securities owned and/or controlled:

66,406(2)

0.009%

Nil

Nil

(2) Cash-settled derivatives:

 

Nil

Nil

Nil

Nil

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

Nil

Nil

Nil

Nil

 

     TOTAL:

66,406

0.009%

Nil

Nil

 

(1) Total number of ordinary shares of Mediclinic International plc is 737,243,810 as of 2 August 2022. The percentages have been rounded to the four nearest decimal places.

 

(2) Carel Aron van der Merwe owns 61,630 and Persons Closely Associated with Carel Aron van der Merwe own 4,776 ordinary shares.

 

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 (including directors' and other employee options)

 

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

Mediclinic International plc ordinary shares of 10 pence each

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

Short-Term Incentive Plan

 

Number of ordinary shares

Date of grant

Release date

Exercise price (per share)

20,391

20/11/2020

21/11/2022

Nil

122,614

04/06/2021

05/06/2023

Nil

74,718

05/08/2022

05/08/2024

Nil

 

Long-Term Incentive Plan - subject to performance conditions

 

Maximum number of ordinary shares awarded

Date of grant

Vesting date

Lapse date

Exercise price (per share)

390,661

14/12/2020

13/12/2025

14/12/2023

Nil

356,181

04/06/2021

03/06/2026

04/06/2024

Nil

237,716

05/08/2022

04/08/2027

04/08/2025

Nil

 

Long-Term Incentive Plan - not subject to performance conditions(1)

 

Number of ordinary shares

Date of grant

Vesting date

Exercise price (per share)

45,185

19/06/2019

18/06/2024

Nil

 

(1)  On 19 May 2022, the Remuneration Committee approved the vesting of the Long-Term Incentive Plan Award granted to Carel Aron van der Merwe at 12.1% of maximum based on the achievement against performance targets, equating to 48,185 shares. This award will be cash settled (as permitted under the remuneration policy in place at the time and indicated in the Company's annual report for the financial year ended 31 March 2019), as soon as practicable after vesting on 18 June 2024.

 

 

 

3.         DEALINGS BY THE PERSON MAKING THE DISCLOSURE

 

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

 

The currency of all prices and other monetary amounts should be stated.

 

(a)        Purchases and sales

 

(i)         Party to an offer or person acting in concert (except for a principal trader in the same group as a connected adviser)

 

Class of relevant security

Purchase/sale

 

Number of securities

Price per unit

N/A

N/A

 

N/A

N/A

 

(ii)        Principal trader where the sole reason for the connection is that the principal trader is in the same group as a connected adviser

 

Class of relevant security

Purchases/ sales

 

Total number of securities

Highest price per unit paid/received

Lowest price per unit paid/received

N/A

N/A

 

N/A

N/A

N/A

 

(b)        Cash-settled derivative transactions

 

Class of relevant security

Product description

e.g. CFD

Nature of dealing

e.g. opening/closing a long/short position, increasing/reducing a long/short position

Number of reference securities

Price per unit

N/A

N/A

 

N/A

N/A

N/A

 

(c)        Stock-settled derivative transactions (including options)

 

(i)         Writing, selling, purchasing or varying

 

Class of relevant security

Product description e.g. call option

Writing, purchasing, selling, varying etc.

Number of securities to which option relates

Exercise price per unit

Type

e.g. American, European etc.

Expiry date

Option money paid/ received per unit

N/A

N/A

 

N/A

N/A

N/A

N/A

N/A

N/A

 

(ii)        Exercise

 

Class of relevant security

Product description

e.g. call option

Exercising/ exercised against

Number of securities

Exercise price per unit

N/A

N/A

 

N/A

N/A

N/A

 

(d)        Other dealings (including subscribing for new securities)

 

Class of relevant security

Nature of dealing

e.g. subscription, conversion

Details

Price per unit (if applicable)

Mediclinic International plc ordinary shares of 10 pence each

 

Grant of new conditional share awards

Grant of Award over 74,718 ordinary shares in Mediclinic International plc granted at nil cost under the Company's Short-Term Incentive scheme

Nil

Mediclinic International plc ordinary shares of 10 pence each

 

Grant of new conditional share awards

Grant of Award over 237,716 ordinary shares in Mediclinic International plc granted at nil cost under the Company's Long-Term Incentive Plan

Nil

 

 

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 or person acting in concert making the disclosure and any other person:

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 or person acting in concert making the disclosure 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:

5 August 2022

Contact name:

Company Secretary, Link Company Matters Limited

Caroline Emmet

Telephone number:

+44 (0)333 300 1930

 

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 dealing disclosure requirements on +44 (0)20 7638 0129.

 

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

 

 

About Mediclinic International plc

 

Mediclinic is a diversified international private healthcare services group, established in South Africa in 1983, with divisions in Switzerland, Southern Africa (South Africa and Namibia) and the Middle East.

 

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

 

Its vision is to be the partner of choice that people trust for all their healthcare needs.

 

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.

 

At 30 June 2022, Mediclinic comprised 74 hospitals, five subacute hospitals, two mental health facilities, 20 day case clinics and 23 outpatient clinics. The Swiss operations included 17 hospitals and four day case clinics with around 1 900 inpatient beds; Southern Africa operations included 50 hospitals (three of which in Namibia), five subacute hospitals, two mental health facilities and 14 day case clinics (four of which operated by Intercare) across South Africa, and around 8 650 inpatient beds; and the Middle East operated seven hospitals, two day case clinics and 23 outpatient clinics with around 1 000 inpatient beds in the UAE. In addition, under management contract the Middle East will open a 200-bed hospital in the Kingdom of Saudi Arabia in 2023.

 

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

 

Mediclinic also holds a 29.7% 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

Caroline Emmet

+44 (0)333 300 1930

 

Investor Relations

James Arnold, Head of Investor Relations

ir@mediclinic.com

+44 (0)20 3786 8181

 

Media queries

FTI Consulting

Ben Atwell/Ciara Martin - United Kingdom

+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

Corporate broker (United Kingdom): Morgan Stanley & Co International plc and UBS Investment Bank

JSE sponsor (South Africa): Rand Merchant Bank (A division of FirstRand Bank Limited)

NSX sponsor (Namibia): Simonis Storm Securities (Pty) Ltd

 

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