Mediclinic Intnl plc - Response to Possible Offer

09/06/2022

RNS Number : 2995O
Mediclinic International plc
09 June 2022
 

FOR IMMEDIATE RELEASE

 

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 2.4 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.

 

9 June 2022 

 

RESPONSE TO POSSIBLE OFFER

 

The Board of Mediclinic International plc ("Mediclinic" or the "Company") notes the announcement made by the consortium comprising Remgro Limited ("Remgro") and MSC Mediterranean Shipping Company SA, acting through its wholly-owned subsidiary, SAS Shipping Agencies Services Sàrl, (together the "Consortium").

The Board of Mediclinic confirms that, on 26 May 2022, it received an unsolicited and conditional proposal from the Consortium, concerning a possible cash offer to acquire the entire issued and to be issued ordinary share capital of Mediclinic not already owned by Remgro at 460 pence per share plus the Mediclinic proposed final dividend for the financial year ended 31 March 2022 of 3 pence per share (the "Proposal").

The Board of Mediclinic (excluding the Remgro representative) considered the Proposal, together with its advisers, and concluded that it significantly undervalued Mediclinic and its future prospects. Accordingly, on 31 May 2022, the Board of Mediclinic (excluding the Remgro representative) unanimously rejected the Proposal.

There can be no certainty that any offer will be made for the Company.

Shareholders are urged to take no action in relation to the possible offer at this time.

This announcement has been made without the consent of the Consortium.

Any offer for Mediclinic is governed by the City Code on Takeovers and Mergers. Under Rule 2.6(a) of the Code, the Consortium must by not later than 5.00 p.m. on 7 July 2022 either announce a firm intention to make an offer for Mediclinic in accordance with Rule 2.7 of the Code or 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. This deadline will only be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.

The person responsible for arranging for the release of this announcement on behalf of Mediclinic is Jurgens Myburgh, CFO.

ENQUIRIES

Mediclinic International plc                                                                                                                              +44 (0)20 3786 8181

James Arnold

Head of Investor Relations

ir@mediclinic.com

 

Morgan Stanley (Financial Adviser to Mediclinic)                                                                                        +44 (0)20 7425 8000

Matthew Jarman

Tom Perry

Anthony Zammit

Obaid Mufti

 

FTI Consulting (Media enquiries)

Ben Atwell/Ciara Martin - UK                                                                                                                           +44 (0)20 3727 1000

Sherryn Schooling - South Africa                                                                                                                    +27 (0)21 487 9000

 

Mediclinic International plc

 

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

Website: https://www.mediclinic.com/

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

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

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

 

               

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.

 

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.

 

Rule 2.9

 

In accordance with Rule 2.9 of the Code, as at the date of this announcement, Mediclinic's issued share capital comprises 737,243,810 ordinary shares of GBP0.10 each held outside treasury (ISIN: GB00B8H8Z88).

 

Mediclinic has a primary listing on the Main Market of the LSE, with secondary listings on the JSE in South Africa and the NSX in Namibia.

 

LEI: 2138002S5BSBIZTD5I60

 

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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.

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