Mediclinic Intnl plc - Offer Update – Extension to the PUSU Deadline

07/07/2022

RNS Number : 6826R
Mediclinic International plc
07 July 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
('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.

 

7 July 2022 

 

 

Possible cash offer by Remgro Limited ("Remgro") and MSC Mediterranean Shipping Company SA, acting through its wholly-owned subsidiary, SAS Shipping Agencies Services Sàrl, (together the "Consortium")

 

Offer Update - Extension to Put up or Shut up Deadline (the ''PUSU Deadline'')

 

On 9 June 2022, Mediclinic announced that the board of Mediclinic (excluding the Remgro representative) (the "Independent Board") had unanimously rejected an unsolicited and conditional proposal made on 26 May 2022 of a possible cash offer by the Consortium to acquire the entire issued and to be issued ordinary share capital of Mediclinic not already owned by Remgro at 463 pence per share (including the Mediclinic proposed final dividend for the financial year ended 31 March 2022 of 3 pence per share (the "FY22 Final Dividend")) (the "Initial Proposal"). It was noted that the Consortium would, by no later than 5.00 p.m. on 7 July 2022, either announce a firm intention to make an offer for Mediclinic under Rule 2.7 of the Code or announce that it does not intend to make an offer for Mediclinic.

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 6 July 2022 (the "Latest Proposal") values Mediclinic shares at 504 pence per share (including the Mediclinic FY22 Final Dividend).

The Latest Proposal represents:

·      A premium of 35% to the Mediclinic share price of 373 pence on 25 May 2022, the day prior to the Initial Proposal was made;

·      A premium of 50% to the volume-weighted average Mediclinic share price of 337 pence for the 6 months to 25 May 2022; and

·      A premium of 23% to the Mediclinic share price of 411 pence on 7 June 2022, the day prior to the market speculation of an approach; and

·      An increase of 41 pence per share, 8.9% from the Initial Proposal received.

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 Takeover Panel has consented to, an extension to the date by which the Consortium is required either to announce a firm intention to make an offer for Mediclinic in accordance with Rule 2.7 of the Code or to announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. Such announcement must now be made by not later than 5.00pm on 4 August 2022.

This deadline can be further extended by Mediclinic with the consent of the Takeover Panel, in accordance with Rule 2.6(c) of the Code.

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 5 August 2022, the Latest Proposal shall be reduced by the amount of the FY22 Final Dividend, in which case eligible Mediclinic shareholders will be entitled to retain the FY22 Final Dividend. The Consortium reserves the right to reduce the terms of its Latest Proposal by the amount of any further dividend (or other distribution) which is paid or becomes payable by Mediclinic to its shareholders after the date of this announcement.

The person responsible for arranging for the release of this announcement on behalf of Mediclinic is Gert Hattingh, Group Chief Governance Officer.

ENQUIRIES

Mediclinic International plc                                                                                                        +44 (0)20 3786 8181

James Arnold

Head of Investor Relations

ir@mediclinic.com

 

 

Morgan Stanley                                                                                                                            +44 (0)20 7425 8000

Matthew Jarman

Tom Perry

Anthony Zammit

Obaid Mufti

 

UBS                                                                                                                                                +44 (0)20 7567 8000

David James

Thomas Raynsford

Martin Henrichs

Aadhar Patel

 

FTI Consulting (Media enquiries)

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 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

 

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 3.30 pm (London time) on the business day following the date of the relevant dealing.

 

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 Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified.

 

You should contact the Takeover Panel's Market Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

 

Financial adviser

 

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 sole financial adviser exclusively for Mediclinic and no one else in connection with the matters set out in this announcement. 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 connection with the contents of this announcement or any other matter referred to herein.

 

UBS AG London Branch ("UBS AG LB") is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the Prudential Regulation Authority and subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority in the United Kingdom. UBS Europe SE ("UBS ESE") is authorised and regulated by the Bundesanstalt für Finanzdienstleistungaufsicht (BaFin) and the European Central Bank (ECB). UBS AGLB, UBS ESE and UBS Securities Australia Limited (together, "UBS") are acting as lead financial adviser exclusively for Mediclinic and no one else in connection with the matters set out in this announcement. In connection with such matters, UBS, its affiliates, and its or their respective directors, officers, employees and agents will not regard any other person as its client, nor will it be responsible to any other person for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement or any other matter referred to herein.

 

 

Website

 

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.

 

 

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 31 March 2022, Mediclinic comprised 74 hospitals, five subacute hospitals, two mental health facilities, 20 day case clinics and 20 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 20 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 UK, with secondary listings on the JSE 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 UK and listed on the LSE.

 

For further information, please contact:

 

Company Secretary, Link Company Matters Limited

Caroline Emmet

+44 (0)333 300 1930

 

Investor queries

James Arnold, Head of Investor Relations, Mediclinic International plc

+44 (0)20 3786 8181

ir@mediclinic.com 

 

Media queries

FTI Consulting

Ben Atwell/Ciara Martin - 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, UK

Website: www.mediclinic.com

Joint corporate brokers: 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

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
 
END
 
 
OUPGCGDRXSGDGDR

Website Notice Block

IMPORTANT DISCLAIMER

Offer for Mediclinic International plc (“Mediclinic”) by a consortium comprising Remgro Limited and MSC Mediterranean Shipping Company SA (acting through its wholly-owned subsidiary, SAS Shipping Agencies Services Sàrl) (together, the “Consortium”) (the "Offer")

ACCESS TO THIS AREA OF THE WEBSITE (“MICROSITE”) MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS MICROSITE. THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSIBLE BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH CONSENT OR OTHER FORMALITY WHICH MEDICLINIC REGARDS AS UNDULY ONEROUS (A “RESTRICTED JURISDICTION”).

THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE "INFORMATION") PUBLISHED BY MEDICLINIC RELATING TO THE OFFER IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

Access to the Information

If you would like to view the Information contained in this Microsite, please read this notice carefully. This notice applies to all persons who view the Information contained in this Microsite and, depending on where you are located, may affect your rights or responsibilities. Mediclinic reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit this Microsite. In addition, the contents of this Microsite may be amended at any time, in whole or in part, at the sole discretion of Mediclinic.

To allow you to view information about the Offer, you must read this notice and then click "I ACCEPT". If you are unable to agree, you should click "I DECLINE" and you will not be able to view information about the Offer.

The Information contained in this Microsite does not constitute an offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful. An offer will be made solely by means of an offer or scheme document which will contain the full terms and conditions of such offer, including details on how it may be accepted. Any decision made in relation to such an offer should be made solely and only on the basis of the information provided in any such document.

NO OFFER CAN BE VALIDLY ACCEPTED BY MEDICLINIC SHAREHOLDERS OR ANY OTHER PERSON BY MEANS OF DOWNLOADING A COPY OF ANY OF THE INFORMATION FROM THIS WEBSITE. MEDICLINIC SHAREHOLDERS SHOULD SEEK ADVICE FROM AN INDEPENDENT FINANCIAL ADVISER AS TO THE SUITABILITY OF ANY ACTION FOR THE INDIVIDUAL CONCERNED.

Overseas jurisdictions

This Information is not directed at or intended to be accessible by persons resident in any Restricted Jurisdiction.

Viewing the Information you are seeking to access may be restricted under securities laws in certain jurisdictions. All persons resident outside of the United Kingdom (the “UK”) who wish to view the Information contained in this Microsite must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so and should inform themselves about, and observe, any legal or regulatory requirements applicable in their jurisdiction.

YOU SHOULD NOT DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED ON THIS MICROSITE TO ANY PERSON. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION OR DOCUMENTS CONTAINED THEREIN TO ANY RESTRICTED JURISDICTION.

This Microsite contains Information that has been prepared for the purposes of complying with English law and the Code and the Information disclosed may not be the same as that which would have been disclosed if this Information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.

It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are not permitted to view the Information on this Microsite, or are in any doubt as to whether you are permitted to view the Information, please exit this Microsite.

Additional U.S. information

The Offer relates to the securities of a UK company and is subject to UK procedural and disclosure requirements that are different from those of the United States.  Any financial statements or other financial information included in this Microsite may have been prepared in accordance with non-US accounting standards that may not be comparable to the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. It may be difficult for US holders of shares to enforce their rights and any claims they may have arising under the US federal securities laws in connection with the Offer, since Mediclinic is located in a country other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. US holders of shares may not be able to sue Mediclinic or its respective officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel Mediclinic and its respective affiliates to subject themselves to the jurisdiction or judgment of a US court.

Forward-Looking Statements

This Microsite and the Information contained in it may contain certain forward-looking statements with respect to the financial condition, results of operations and businesses of Mediclinic and its subsidiaries and subsidiary undertakings (together, the “Mediclinic Group”).

All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management's current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning the potential exposure of Mediclinic and the Mediclinic Group to market risks and statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions, including as to future potential cost savings, synergies, earnings, cash flow, return on capital employed, production and prospects. These forward-looking statements are identified by their use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "goals", "intend", "may", "objectives", "outlook", "plan", "probably", "project", "risks", "seek", "should", "target", "will" and similar terms and phrases.

There are a number of factors that could affect the future operations of Mediclinic and the Mediclinic Group and could cause those results to differ materially from those expressed in the forward-looking statements included in this Microsite. These factors include, but are not limited to: uncertainties involved in the integration of acquisitions or new developments; changes in legislation or the regulatory regime governing healthcare in Switzerland, South Africa, Namibia and the United Arab Emirates; poor performance by healthcare practitioners who practice at the Mediclinic Group’s facilities; unexpected regulatory actions or suspensions; competition in general; the impact of global economic changes; the Mediclinic Group’s ability to obtain or maintain accreditation or approval for its facilities or service lines; and the impact of tax and other legislation or regulations in the jurisdictions in which the Mediclinic Group and its affiliates operate.

All forward-looking statements contained in this Microsite are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements. Additional factors that may affect future results are contained in Mediclinic’s annual report, interim results, trading statements and other announcements (available at Mediclinic’s corporate website). These factors also should be considered by the reader.

Each forward-looking statement speaks only as at the specified date of the relevant document within which the statement is contained. Mediclinic undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this Microsite.

Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to be a profit forecast.

Responsibility

In relation to any Offer related materials accessible on this Microsite please note any statement of responsibility contained therein.

The documents included in this Microsite issued or published by Mediclinic speak only at the specified date of the relevant document and Mediclinic has, and accepts, no responsibility or duty to update or revise such documents.

In relation to any such announcements or other Offer related materials issued or published by the Consortium, or which relate to the Consortium or its groups, that are accessible on this website, the only responsibility accepted by Mediclinic and its directors is for the correctness and fairness of its reproduction.

Neither the directors of Mediclinic, nor Mediclinic, nor any of their affiliated companies, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to or from this Microsite.

Other

If you are in any doubt about the contents of this Microsite or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) or, if you are located outside the UK, from an appropriately authorised independent financial adviser.

Nothing in this Microsite shall be construed or regarded as being "advice" in relation to a financial product or otherwise.

This notice shall be governed by and construed in accordance with English law.

Confirmation of understanding and acceptance

  • I have read and understood the notice set out above and I agree to be bound by its terms.
  • I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of the materials on this website or parts of it illegal.
  • I will not print, download, or otherwise seek to copy, mail, forward, distribute or send any of the materials on this Microsite to any other person at any time.
  • I represent and warrant to Mediclinic that I intend to access this Microsite for information purposes only.

If you are not able to give these confirmations, you should click on I DECLINE below.