Mediclinic Intnl plc - Result of AGM

28/07/2021

RNS Number : 6603G
Mediclinic International plc
28 July 2021
 

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")

 

 

28 July 2021

 

ANNOUNCEMENT OF THE 2021 ANNUAL GENERAL MEETING POLL RESULTS

 

Mediclinic announces that at its annual general meeting ("AGM") held on 27 July 2021, all resolutions set out in the notice of the AGM were passed by the requisite majority of votes by shareholders by way of poll. The results of the poll for each resolution were as follows:

 

 

 

 

Total shares voted

% of issued share capital voted

Votes for

%

Votes against

%

Votes withheld

 

Ordinary resolutions

 

 

 

 

 

 

 

1.

To receive the Company's annual accounts and reports

 667 565 118 

90.55%

 667 559 483 

100.00%

5 635

0.00%

499 627

2

To approve the Directors' Remuneration Report

667 830 071

90.58%

649 003 589

97.18%

18 826 482

2.82%

234 674

3.

To elect Mr Steve Weiner as a director

667 829 927

90.58%

667 659 971

99.97%

169 956

0.03%

234 818

4.

To re-elect Dame Inga Beale as a director

667 829 927

90.58%

667 647 423

99.97%

182 504

0.03%

234 818

5.

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

667 829 927

90.58%

667 238 556

99.91%

591 371

0.09%

234 818

6.

To re-elect Mr Jurgens Myburgh as a director

667 829 927

90.58%

667 524 108

99.95%

305 819

0.05%

234 818

7.

To re-elect Mr Alan Grieve as a director

667 828 971

90.58%

667 259 291

99.91%

569 680

0.09%

235 774

8.

To re-elect Dr Muhadditha Al Hashimi as a director

667 829 671

90.58%

667 658 508

99.97%

171 163

0.03%

235 074

9.

To re-elect Mr Jannie Durand as a director

667 829 926

90.58%

642 538 343

96.21%

25 291 583

3.79%

234 819

10.

To re-elect Dr Felicity Harvey as a director

667 829 927

90.58%

667 259 550

99.91%

570 377

0.09%

234 818

11.

To re-elect Mr Danie Meintjes as a director

667 829 671

90.58%

650 797 104

97.45%

17 032 567

2.55%

235 074

12.

To re-elect Dr Anja Oswald as a Director

667 829 927

90.58%

667 259 550

99.91%

570 377

0.09%

234 818

13.

To re-elect Mr Trevor Petersen as a director

667 829 927

90.58%

667 377 501

99.93%

452 426

0.07%

234 818

14.

To re-elect Mr Tom Singer as a director

667 829 927

90.58%

667 658 761

99.97%

171 166

0.03%

234 818

15.

To re-appoint PricewaterhouseCoopers LLP as the Company's auditor

667 829 267

90.58%

662 327 424

99.18%

5 501 843

0.82%

235 478

16.

To authorise the Audit and Risk Committee to determine the auditor's remuneration

667 830 127

90.58%

667 422 090

99.94%

408 037

0.06%

234 618

17.

To authorise political donations

667 826 024

90.58%

552 878 546

82.79%

 114 947 478 

17.21%

238 721

18.

To authorise the directors to allot ordinary shares

667 829 911

90.58%

531 586 682

79.60%

136 243 229

20.40%

234 834

 

Special resolutions

 

 

 

 

 

 

 

19.

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

667 828 162

90.58%

546 934 805

81.90%

120 893 357

18.10%

236 583

20.

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

667 828 412

90.58%

553 250 080

82.84%

114 578 332

17.16%

236 333

21.

To approve the reduction in minimum notice period for general meetings (other than annual general meetings)

667 705 486

90.57%

632 190 749

94.68%

35 514 737

5.32%

359 259

 

 

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

 

 

Ordinary Resolutions

Total shares voted

% of issued share capital voted

Votes for

%

Votes against

%

Votes withheld

3.

To elect Mr Steve Weiner as a director

339 332 039

83.02%

339 162 083

99.95%

169 956

0.05%

234 818

4.

To re-elect Dame Inga as a director

339 332 039

83.02%

339 149 535

99.95%

182 504

0.05%

234 818

7.

To re-elect Mr Alan Grieve as a Director

339 331 083

83.02%

338 761 403

99.83%

569 680

0.17%

235 774

8.

To re-elect Dr Muhadditha Al Hashimi as a director

339 331 783

83.02%

339 160 620

99.95%

171 163

0.05%

235 074

10.

To re-elect Dr Felicity Harvey as a director

339 332 039

83.02%

338 761 662

99.83%

570 377

0.17%

234 818

12.

To re-elect Dr Anja Oswald as a director

339 332 039

83.02%

338 761 662

99.83%

570 377

0.17%

234 818

13.

To re-elect Mr Trevor Petersen as a director

339 332 039

83.02%

338 879 613

99.87%

452 426

0.13%

234 818

14.

To re-elect Mr Tom Singer as a director

339 332 039

83.02%

339 160 873

99.95%

171 166

0.05%

234 818

 

Notes:

 

1.

Any proxy appointments giving discretion to the Chair of the meeting 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 27 July 2021 was 737 243 810 ordinary shares of 10 pence each. Ordinary shareholders are entitled to one vote per ordinary share held.

4.

As the Company has a controlling shareholder, Remgro Limited, as defined in the Financial Conduct Authority's Listing Rules ("Listing Rules"), each resolution to elect an independent non-executive director (Resolutions 3, 4, 7, 8, 10, 12, 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 79.60%, a number of our shareholders opposed this resolution.

 

The views of all shareholders are important to Mediclinic. The Company will reflect carefully on the feedback already received and continue to engage with shareholders, to gain a greater understanding of the reasons for their views.

 

Mediclinic will publish an update on that engagement within six months of the AGM. In the interim, the Board notes that, the voting outcome on Resolution 18 reflects the prevailing institutional voting policies in South Africa. As a company with a primary premium listing on the London Stock Exchange ("LSE"), the Board considers it appropriate to seek authorities in line with the UK Investment Association's Share Capital Management Guidelines, which provide the Company with greater flexibility to respond to market developments and business opportunities as they arise. Many of the Group's South African institutional investors understand the Company's position but some operate under mandates that do not allow them to support this level of flexibility. Mediclinic will continue to engage with its South African shareholders on this topic; however in view of the marked differences between UK and South African market practice in this area, it is likely that there will continue to be significant votes against this resolution.

 

In accordance with paragraph 9.6.2 of the Listing Rules, a copy of the resolutions passed at the AGM is being submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism  

 

The complete poll results and details of proxy votes lodged before the AGM will be available shortly on the Investor Relations section of the Company's website at https://investor.mediclinic.com/regulatory-news.  

 

 

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 31 March 2021, Mediclinic comprised 74 hospitals, five subacute hospitals, two mental health facilities, 18 day case clinics and 18 outpatient clinics. Hirslanden operated 17 hospitals and four day case clinics  in Switzerland with more than 1 900 inpatient beds; Mediclinic Southern Africa operations included 50 hospitals (three of which in Namibia), five sub-acute hospitals, two mental health facilities and 12 day case clinics (four of which operated by Intercare) across South Africa, and around 8 600 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. In addition, under management contracts, Mediclinic Middle East operates one hospital in Abu Dhabi and will open a 200-bed hospital in the Kingdom of Saudi Arabia in mid-2022.

 

The Company's primary listing is on the 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 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, 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 - 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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