Company Number: 08338604
LSE Share Code: MDC
JSE Share Code: MEI
NSX Share Code: MEP
('Mediclinic', or the 'Company', or the 'Group')
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.5 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
Possible cash offer by Remgro Limited ("Remgro") and
Offer Update - Extension to Put up or Shut up Deadline (the ''PUSU Deadline'')
Following the response by the Independent Board to the Initial Proposal, the Consortium submitted three further proposals regarding the possible all cash offer for Mediclinic, of which two have been rejected.
The Consortium's fourth proposal, received on
The Latest Proposal represents:
· A premium of 35% to the Mediclinic share price of
· A premium of 50% to the volume-weighted average Mediclinic share price of
· A premium of 23% to the Mediclinic share price of
· An increase of
The Independent Board remains confident in Mediclinic's strategic direction and long-term prospects as the Group positions itself as an integrated healthcare partner, harnessing data, technology and innovation to facilitate growth across the continuum of care, supported by leading market positions. However, having weighed all relevant factors, including the current macro economic conditions, the Independent Board is of the view that the near-term value realisation of the Latest Proposal provides Mediclinic's shareholders an attractive alternative to the Group continuing as an independent company. Therefore, should a firm offer be made on the financial terms of the Latest Proposal, the Independent Board would be minded to recommend it to Mediclinic shareholders, subject to the agreement of other customary terms and conditions. The Independent Board has therefore decided to continue discussions with and grant diligence access to the Consortium in order to progress the Latest Proposal for the Company.
In light of the ongoing discussions and in accordance with Rule 2.6(c) of the Code, Mediclinic has requested, and the
This deadline can be further extended by Mediclinic with the consent of the
There can be no certainty that any offer will be made for the Company.
This announcement has been made with the consent of the Consortium.
For any offer, if made, the Consortium reserves the right to vary the form of consideration at its discretion and/or introduce other forms of consideration such as securities in substitution for all or part of the cash consideration.
The Consortium also reserves the right to make an offer for Mediclinic at any time at a lower value or on less favourable terms:
a) with the recommendation or consent of the Independent Board;
b) if a third party announces a possible offer or a firm intention to make an offer for Mediclinic on less favourable terms; or
c) following the announcement by Mediclinic of a Rule 9 waiver proposal pursuant to the Code or a reverse takeover (as defined in the Code).
The Latest Proposal is inclusive of the FY22 Final Dividend. Subject to approval of the FY22 Final Dividend at the Mediclinic Annual General Meeting and following the FY22 Final Dividend record date which is currently expected to be
The person responsible for arranging for the release of this announcement on behalf of Mediclinic is
Head of Investor Relations
Morgan Stanley +44 (0)20 7425 8000
UBS +44 (0)20 7567 8000
Ben Atwell/Ciara Martin/Julia Bradshaw - UK +44 (0)20 3727 1000
Sherryn Schooling - South Africa +27 (0)21 487 9000
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the
You should contact the
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available (subject to certain restrictions relating to persons resident in restricted jurisdictions) on Mediclinic's website at https://investor.mediclinic.com/ by no later than 12 noon (London time) on the business day following the date of this announcement. The content of this website is not incorporated into, and does not form part of, this announcement.
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.
The Company's primary listing is on the
Mediclinic also holds a 29.9% interest in
For further information, please contact:
+44 (0)333 300 1930
James Arnold, Head of Investor Relations,
+44 (0)20 3786 8181
Ben Atwell/Ciara Martin - UK
+44 (0)20 3727 1000
Sherryn Schooling - South Africa
+27 (0)21 487 9000
Registered address: 6th Floor,
Joint corporate brokers:
JSE sponsor (South Africa):
NSX sponsor (Namibia):
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