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Mediclinic Intnl plc - Result of AGM

23/07/2020
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RNS Number : 8190T
Mediclinic International plc
23 July 2020
 

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")

 

 

23 July 2020

 

ANNOUNCEMENT OF THE ANNUAL GENERAL MEETING POLL RESULTS

 

Mediclinic announces that at its Annual General Meeting ("AGM"), held on 22 July 2020 in accordance with the arrangements set out in the Notice of AGM (the "Notice"), all resolutions set out in the Notice were passed by the requisite majority of votes by shareholders by way of poll. The results of the poll for each resolution are set out below.

 

Results of poll

 


Total Shares Voted

 

% of Issued Share Capital Voted3

 

Votes For1

 

%

 

Votes Against

 

%

 

Votes Withheld2

 

 

Ordinary Resolutions

 


 

 

 

 

 

1.

To receive the Company's financial statements and the reports of the directors and auditor

651 029 501

 88.31

650 973 436

99.99

 56 065

0.01

 765 665

2.

To approve the Directors' Remuneration Report

649 411 121

 88.09

644 127 734

99.19

 5 283 387

0.81

 2 384 045

3.

To approve the Directors' Remuneration Policy

651 380 968

 88.35

633 886 281

97.31

 17 494 687

2.69

 414 198

4.

To elect Dame Inga Beale as a director

651 404 426

 88.36

651 387 915

100.00

 16 511

0.00

 390 741

5.

To elect Mr Tom Singer as a director

651 404 426

 88.36

650 720 860

99.90

 683 566

0.10

 390 741

6.

To re-elect Dr Ronnie van der Merwe as a director

651 409 511

 88.36

650 544 510

99.87

 865 001

0.13

 385 656

7.

To re-elect Mr Jurgens Myburgh as a director

651 405 217

 88.36

650 346 872

99.84

 1 058 345

0.16

 389 950

8.

To re-elect Mr Alan Grieve as a director

651 405 241

 88.36

650 718 418

99.89

 686 823

0.11

 389 926

9.

To re-elect Dr Muhadditha Al Hashimi as a director

651 408 721

 88.36

650 760 951

99.90

 647 770

0.10

 386 446

10.

To re-elect Mr Jannie Durand as a director

651 405 784

 88.36

615 278 225

94.45

 36 127 559

5.55

 389 383

11.

To re-elect Dr Felicity Harvey as a director

651 405 217

 88.36

650 754 844

99.90

 650 373

0.10

 389 950

12.

To re-elect Mr Danie Meintjes as a director

651 405 661

 88.36

642 412 072

98.62

 8 993 589

1.38

 389 506

13.

To re-elect Dr Anja Oswald as a director

651 409 091

 88.36

650 761 951

99.90

 647 140

0.10

 386 076

14.

To re-elect Mr Trevor Petersen as a director

651 409 090

 88.36

642 489 636

98.63

 8 919 454

1.37

 386 076

15.

To re-appoint PricewaterhouseCoopers LLP as auditor of the Company

651 405 420

 88.36

648 862 581

99.61

 2 542 839

0.39

 389 747

16.

To authorise the Audit and Risk Committee to determine the remuneration of the auditor

651 405 369

 88.36

651 393 310

100.00

 12 059

0.00

 389 798

17.

To authorise the directors to make political donations

651 424 227

 88.36

544 059 407

83.52

 107 364 820

16.48

 370 940

18.

To authorise the directors to allot ordinary shares

651 422 134

 88.36

518 848 733

79.65

 132 573 401

20.35

 373 033

 

Special Resolutions


 

 

 

 

 

 

19.

To authorise the directors to dis-apply statutory pre-emption rights

651 402 291

 88.36

535 602 120

82.22

 115 800 171

17.78

 392 876

20.

To authorise the directors to dis-apply pre-emption rights for purposes of acquisitions or capital investments

651 402 432

 88.36

551 523 823

84.67

 99 878 609

15.33

 392 734

21.

To approve the calling of general meetings on not less than 14 days' clear notice (other than AGMs)

651 420 376

 88.36

607 406 150

93.24

 44 014 226

6.76

 374 791

22.

To adopt the new Articles of Association of the Company

651 382 529

 88.35

651 229 816

99.98

 152 713

0.02

 412 638

 

 

Votes of shareholders excluding the controlling shareholder, Remgro Limited4, on the election and re-election of independent non-executive directors

 

Ordinary Resolutions

Total Shares Voted

% of Issued Share Capital Voted3

Votes For1

%

Votes Against

%

Votes Withheld2

4.

To elect Dame Inga Beale as a director

322 906 538

79.00

322 890 027

99.99

 16 511

0.01

 390 741

5.

To elect Mr Tom Singer as a director

322 906 538

79.00

322 222 972

99.79

 683 566

0.21

 390 741

8.

To re-elect Mr Alan Grieve as a director

322 907 353

79.00

322 220 530

99.79

 686 823

0.21

 389 926

9.

To re-elect Dr Muhadditha Al Hashimi as a director

322 910 833

79.00

322 263 063

99.80

 647 770

0.20

 386 446

11.

To re-elect Dr Felicity Harvey as a director

322 907 329

79.00

322 256 956

99.80

 650 373

0.20

 389 950

13.

To re-elect Dr Anja Oswald as a director

322 911 203

79.00

322 264 063

99.80

 647 140

0.20

 386 076

14.

To re-elect Mr Trevor Petersen as a director

322 911 202

79.00

313 991 748

97.24

 8 919 454

2.76

 386 076

 

 

Notes:

 

1.

Any proxy appointments giving discretion to the Chair of the AGM have been included in the "For" total.

 

2.

A vote "Withheld" is not a vote in law and is not counted in the calculation of the votes "For" or "Against" a resolution.

 

3.

The Company's total ordinary shares in issue (total voting rights) as at 22 July 2020 was 737 243 810 ordinary shares of 10 pence each. Ordinary shareholders are entitled to one vote per ordinary share held. In the table showing votes of shareholders on the election and re-election of independent non-executive directors, the percentage of issued capital voted has been calculated excluding the shares of the controlling shareholder, Remgro Limited.

 

4.

As the Company has a controlling shareholder, Remgro Limited, as defined in the Financial Conduct Authority's Listing Rules, each resolution to elect an independent non-executive director (Resolutions 4, 5, 8, 9, 11, 13  and 14) have under Listing Rule 9.2.2E been approved by a majority of the votes cast by:

(a) the shareholders of the Company as a whole; and

(b) the independent shareholders of the Company, that is, all the shareholders entitled to vote on each resolution, excluding the controlling shareholder.

 

 

Statement regarding voting results

 

The Board notes that while Resolution 18 was passed with a majority of 79.65%, a number of our shareholders opposed that resolution. The Board notes that the voting outcome reflects the differing market practice between the United Kingdom ("UK") and South Africa, where shareholders in the latter jurisdiction usually approve more restricted levels of authority to issue shares and prefer to vote on the proposed allotments of shares on a case-by-case basis. The Company has consulted regularly with its larger international shareholders on this matter. Many operate under policies that do not permit the UK standard level of authority to be supported, although a number do understand the Company's position. As Mediclinic is a UK premium-listed company, the Board considers it appropriate to seek authorities in line with the UK's Investment Association's Share Capital Management Guidelines to: (a) allow the Company to respond to market developments; and (b) enable allotments to take place to finance business opportunities as they arise. The views of all shareholders are important to Mediclinic and the Board will continue to engage with international shareholders on this topic and will publish an update on shareholder engagement within six months of the AGM, as required by the UK Corporate Governance Code. However, as the voting outcome reflects the difficulty in balancing the expectations of different markets, it is likely that there will continue to be significant votes against this resolution.

 

A copy of the special resolutions and certain ordinary resolutions affecting the Company's constitution which were passed at the meeting will shortly be submitted to the National Storage Mechanism in accordance with paragraph 9.6.2 of the Listing Rules. In addition, the Company will submit to the National Storage Mechanism a copy of its Articles of Association dated 22 July 2020 in accordance with paragraph 9.2.6E of the Listing Rules. These documents will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

 

 

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 United Arab Emirates ("UAE").

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 1 July 2020, Mediclinic comprised 76 hospitals, eight sub-acute and specialised hospitals, 15 day case clinics and 18 outpatient clinics. Hirslanden operated 17 hospitals and three day case clinics in Switzerland with more than 1 800 inpatient beds; Mediclinic Southern Africa operations included 52 hospitals (three of which in Namibia), eight sub-acute and specialised hospitals and 10 day case clinics (four of which operated by Intercare) across South Africa, and more than 8 700 inpatient beds; and Mediclinic Middle East operated seven hospitals, two day case clinics and 18 outpatient clinics with more than 900 inpatient beds in the UAE.

The Company's primary listing is on the London Stock Exchange ("LSE") in the UK, 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 UK and listed on the LSE.

 

For further information, please contact:

 

Company Secretary, Link Company Matters Limited

Caroline Emmet

+44 (0)20 7954 9548

 

Investor Relations, Mediclinic International plc

James Arnold, Head of Investor Relations

ir@mediclinic.com 

+44 (0)20 3786 8181

 

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, United Kingdom

Website: www.mediclinic.com 

Corporate broker (UK): 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.
 
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