Regulatory Filings • Aug 30, 2022
Regulatory Filings
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This Document contains a proposal which, if implemented, will result in: (i) the cancellation of the listing of Mediclinic Shares on the Official List and of trading of Mediclinic Shares on the London Stock Exchange's Main Market for listed securities; (ii) the cancellation and termination of the listing and trading of Mediclinic Shares on the Main Board of the Johannesburg Stock Exchange; and (iii) the cancellation and termination of the listing and trading of Mediclinic Shares on the Namibian Stock Exchange.
If you are in any doubt as to the contents of this Document or the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser: (i) authorised under the Financial Services and Markets Act 2000, if you are in the United Kingdom; (ii) duly authorised under the South African Financial Advisory and Intermediary Services Act 37 of 2002 (as amended), if you are in South Africa; or (iii) from another appropriately authorised independent financial adviser if you are taking advice in a territory outside the United Kingdom or South Africa.
If you sell or have sold or otherwise transferred all of your Mediclinic Shares, please send this Document together with the accompanying documents (other than documents or forms personal to you) at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. However, such documents should not be forwarded, distributed or transmitted in or into or from any jurisdiction in which such act would constitute a violation of the relevant laws of such jurisdiction. If you sell or have sold or otherwise transferred only part of your holding of Mediclinic Shares, you should retain these documents and contact the bank, stockbroker or other agent through whom the sale or transfer was effected. If you have recently purchased or otherwise been transferred Mediclinic Shares, notwithstanding receipt of this Document from the transferor, you should contact the UK Registrar or the South African Registrar (as applicable) on the relevant telephone number set out below to obtain personalised Forms of Proxy (if applicable).
The release, publication or distribution of this Document and/or any accompanying documents (in whole or in part) in or into or from jurisdictions other than the United Kingdom, South Africa or Namibia may be restricted by the laws of those jurisdictions and therefore persons into whose possession this Document comes should inform themselves about, and observe, any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.
Neither this Document nor any of the accompanying documents are or are intended to constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in relation to the Scheme or otherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful. This Document is not a prospectus, a prospectus-equivalent document or an exempted document.
Recommended Cash Acquisition of
by
(a newly formed company owned by joint offerors: (i) Remgro Limited (through the Relevant Remgro Subsidiaries); and (ii) SAS Shipping Agencies Services S.à r.l., a wholly owned subsidiary of MSC Mediterranean Shipping Company SA)
to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act
This Document (including all information incorporated into this Document by reference to another source) should be read as a whole and in conjunction with the Forms of Proxy. Your attention is drawn to Part I (Letter from the Chair of Mediclinic) of this Document, which contains the unanimous recommendation of the Independent Mediclinic Directors that you vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting. A letter from Morgan Stanley and UBS explaining the Scheme appears in Part II (Explanatory Statement) of this Document and constitutes an explanatory statement in compliance with section 897 of the Companies Act.
Notices of the Court Meeting and the General Meeting, both of which will be held at The Auditorium, UBS Investment Bank, 5 Broadgate, London, EC2M 2QS on Monday 26 September 2022, are set out in Part X (Notice of Court Meeting) and Part XI (Notice of General Meeting), respectively, of this Document. The Court Meeting will start at 12:00 p.m. (London time) (1:00 p.m. SAST) and the General Meeting at 12:15 p.m. (London time) (1:15 p.m. SAST) or as soon thereafter as the Court Meeting concludes or is adjourned.
Mediclinic Shareholders (including Certificated SA Shareholders and Underlying SA or Namibian Shareholders with "own name" registration) are asked to complete and return the enclosed BLUE and YELLOW Forms of Proxy (or, where available to such Mediclinic Shareholders, appoint a proxy electronically or online as referred to in this Document) in accordance with the instructions printed thereon as soon as possible, but in any event so as to be received by the UK Registrar or South African Registrar (as applicable) not later than 48 hours before the relevant Meeting (excluding any part of such 48 hour period falling on a day that is not a UK Business Day or, in the case of any adjournment, not later than 48 hours before the time fixed for the adjourned Meeting).
In the case of the Court Meeting, if, by 12:00 p.m. (London time) (1:00 p.m. SAST) on Thursday 22 September, the BLUE Form of Proxy for the Court Meeting (together with any power of attorney or other authority, if any, under which it is signed, or a duly certified copy thereof) is not lodged (by post or courier to the UK Registrar or the South African Registrar (as applicable) or, in the case of Certificated SA Shareholders and Underlying SA or Namibian Shareholders with "own name" registration by email to [email protected]) or, in the case of Scheme Shareholders on the UK Register, transmission of a proxy appointment or voting instruction online through the website of the UK Registrar at www.investorcentre.co.uk/eproxy has not taken place or, in the case of Scheme Shares held through CREST, transmission of a proxy appointment or voting instruction via the CREST system has not taken place, the BLUE Form of Proxy for the Court Meeting (together with any power of attorney or other authority, if any, under which it is signed, or a duly certified copy thereof) may be: (i) scanned and emailed to, in the case of Scheme Shareholders registered on the UK Register, the following email address: #[email protected] or, in the case of Scheme Shareholders registered on the South African Register, the following email address: [email protected]; or (ii) presented in person to the Computershare representative who will be present at the Court Meeting, any time prior to the commencement of the Court Meeting.
In the case of the General Meeting, if, by 12:15 p.m. (London time) (1:15 p.m. SAST) on Thursday 22 September, the YELLOW Form of Proxy for the General Meeting (together with any power of attorney or other authority, if any, under which it is signed, or a duly certified copy thereof) is not lodged (by post or courier to the UK Registrar or the South African Registrar (as applicable) or, in the case of Certificated SA Shareholders and Underlying SA or Namibian Shareholders with "own name" registration by email to [email protected]) or, in the case of Mediclinic Shareholders registered on the UK Register, transmission of a proxy appointment or voting instruction online through the website of the UK Registrar at www.investorcentre.co.uk/eproxy is not made or, in the case of Mediclinic Shares held through CREST, transmission of a proxy appointment or voting instruction via the CREST system is not made, it will be invalid.
Underlying SA or Namibian Shareholders who hold Mediclinic Shares in uncertificated form through the Strate system without "own name" registration should not complete any Forms of Proxy and should contact their CSDP or Broker to obtain the necessary documentation in order to provide voting instructions in relation to the Meetings in the manner and by the cut off time stipulated by their CSDP or Broker in terms of the custody agreement between them and their CSDP or Broker. If their CSDP or Broker does not obtain voting instructions from them, or, if requested to do so, provide them with letters of representation, their CSDP or Broker will be obliged to act in accordance with the instructions contained in the custody agreement between them and their CSDP or Broker.
If you are an Underlying SA or Namibian Shareholder without "own name" registration and you wish to attend, speak and vote, or to send a proxy to represent you at the Court Meeting or General Meeting, you must, in accordance with the custody agreement between you and your CSDP or Broker, advise your CSDP or Broker. Your CSDP or Broker should then issue the necessary letter of representation to you for you or your proxy to attend, speak and vote at the Court Meeting and/or the General Meeting (as the case may be).
Any changes to the arrangements for the Court Meeting and the General Meeting will be communicated to Scheme Shareholders and Mediclinic Shareholders before the Meetings, through Mediclinic's website https://investor.mediclinic.com/regulatory-news/offer-mediclinic-international-plc and by announcement through a Regulatory Information Service and corresponding publication on SENS.
Further details regarding attending the Court Meeting and General Meeting and the appointment of a proxy for each Meeting, are set out on pages 11 to 16 (Action to be Taken).
It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of opinion of Scheme Shareholders. Whether or not you intend to attend and/or vote at the Meetings, you are therefore strongly encouraged to appoint a proxy by: (i) signing and returning your Forms of Proxy (together with any power of attorney or other authority, if any, under which it is signed, or a duly certified copy thereof) by post or courier to the UK Registrar or the South African Registrar (as applicable) or, in the case of Certificated SA Shareholders and Underlying SA or Namibian Shareholders with "own name" registration, by email to [email protected]; or (ii) in the case of Mediclinic Shareholders registered on the UK Register, transmitting a proxy appointment and voting instruction (online through the website of the UK Registrar at www.investorcentre.co.uk/eproxy); or (iii) in the case of Mediclinic Shares held through CREST, via the CREST system, as soon as possible.
The completion and return of the Forms of Proxy (or, in the case of Mediclinic Shareholders on the UK Register, transmission of a proxy appointment or voting instruction online through the website of the UK Registrar at www.investorcentre.co.uk/eproxy or, in the case of Mediclinic Shares held through CREST, via the CREST system) will not prevent you from attending, asking questions and voting (and/ or, in the case of the Court Meeting, raising any objections) at the Court Meeting or the General Meeting, if you are entitled to and wish to do so.
If you have any questions about this Document, the Court Meeting or the General Meeting, or are in any doubt as to how to complete the Forms of Proxy or to submit your proxies electronically or online:
Different charges may apply to calls from mobile telephones. Please note that calls may be monitored or recorded and the Shareholder Helpline cannot provide advice on the merits of the Acquisition or the Scheme or give any financial, legal or tax advice.
Underlying SA or Namibian Shareholders holding Mediclinic Shares in uncertificated form through the Strate system without "own name" registration and who have any questions must contact their respective CSDPs or Brokers holding Mediclinic Shares on their behalf.
Certain terms used in this Document are defined in Part IX (Definitions) of this Document. References to times in this Document are to London, United Kingdom time unless otherwise stated.
Nomura, which is authorised by the Prudential Regulation Authority and regulated in the UK by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively as financial adviser to Bidco and no one else in connection with the Acquisition and Nomura, its affiliates and its respective officers, employees, agents, representatives and/or associates will not regard any other person as their client, nor will they be responsible to anyone other than Bidco for providing the protections afforded to clients of Nomura nor for providing advice in connection with the Acquisition or any matter or arrangement referred to herein.
M&M Capital, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively as financial adviser to Bidco and no one else in connection with the Acquisition and is not, and will not be, responsible to anyone other than Bidco for providing the protections afforded to clients of M&M Capital or for providing advice in connection with the subject matter of the Acquisition or any matter or arrangement referred to herein.
Centerview, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively as financial adviser to Remgro and no one else in connection with the Acquisition and will not be responsible to anyone other than Remgro for providing the protections afforded to clients of Centerview nor for providing advice in connection with the Acquisition or any matter or arrangement referred to herein. Neither Centerview nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Centerview in connection with the Acquisition, any statement contained herein or otherwise.
Credit Suisse, which is authorised by the Prudential Regulation Authority and regulated in the UK by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively as financial adviser to MSC and no one else in connection with the Acquisition and will not be responsible to anyone other than MSC for providing the protections afforded to clients of Credit Suisse, nor for providing advice in relation to the content of this Document or any matter referred to herein. Neither Credit Suisse nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Credit Suisse in connection with the Acquisition, any statement contained herein or otherwise.
Morgan Stanley, which is authorised by the Prudential Regulation Authority and regulated in the UK by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively as financial adviser to Mediclinic and no one else in connection with the Acquisition and Morgan Stanley, its affiliates and its respective officers, employees, agents, representatives and/or associates will not regard any other person as their client, nor will they be responsible to anyone other than Mediclinic for providing the protections afforded to clients of Morgan Stanley nor for providing advice in connection with the Acquisition or any matter or arrangement referred to herein.
UBS 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 is acting as financial adviser and corporate broker to Mediclinic and no one else in connection with the matters set out in this Document. 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 Document or any other matter referred to herein.
Standard Bank, which is regulated by the Prudential Authority of the South African Reserve Bank and is an Authorised Financial Services Provider and Credit Provider, is acting exclusively as South African financial adviser and JSE transaction sponsor to Mediclinic and no one else in connection with the Acquisition and Standard Bank, its affiliates and its respective officers, employees, agents, representatives and/or associates will not regard any other person as their client, nor will they be responsible to anyone other than Mediclinic for providing the protections afforded to clients of Standard Bank nor for providing advice in connection with the Acquisition or any matter or arrangement referred to herein.
No person has been authorised to give any information or make any representations other than those contained in this Document and, if given or made, such information or representations must not be relied upon as having been authorised by Mediclinic, the Mediclinic Directors, Bidco, the Bidco Directors, Remgro, the Remgro Directors, SAS, the SAS Responsible Persons or by Morgan Stanley, UBS, Standard Bank, Nomura, M&M Capital, Centerview, Credit Suisse or any other person involved in the Acquisition. Neither the delivery of this Document nor holding the Meetings, the Scheme Court Hearing, or filing the Court Order shall, under any circumstances, create any implication that there has been no change in the affairs of the Mediclinic Group or the Bidco Group since the date of this Document or that the information in, or incorporated into, this Document is correct as at any time subsequent to its date.
The release, publication or distribution of this Document in or into or from jurisdictions other than the United Kingdom, South Africa or Namibia may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom, South Africa or Namibia should inform themselves about, and observe, such restrictions. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This Document does not constitute an offer or invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this Document or otherwise in any jurisdiction in which such offer or solicitation is unlawful.
The statements contained in this Document are made as at the date of this Document, unless some other time is specified in relation to them, and service of this Document shall not give rise to any implication that there has been no change in the facts set forth in this Document since such date. Nothing in this Document shall be deemed to be a forecast, projection or estimate of the future financial performance of Mediclinic or Bidco except the FY23 Guidance Statements as set out in paragraph 14 of Part VIII (Additional Information on Mediclinic, Bidco and the Consortium) of this Document.
This Document is not a prospectus, or a prospectus-equivalent document or an exempted document.
This Document has been prepared for the purposes of complying with English law, the Takeover Code, the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules, the Listing Rules, the Financial Markets Act and the Corporate Actions timelines as prescribed in terms of the JSE Listings Requirements, and the information disclosed may not be the same as that which would have been disclosed if this Document had been prepared in accordance with the laws of jurisdictions outside England or South Africa.
The availability of the Acquisition to Mediclinic Shareholders who are not resident in and citizens of the United Kingdom, South Africa or Namibia may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the United Kingdom, South Africa or Namibia should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. In particular, the ability of persons who are not resident in the United Kingdom, South Africa or Namibia to vote their Scheme Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.
Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such use, means, or instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Copies of this Document and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented (with the consent of the Panel and subject to and in accordance with the terms of the Co-operation Agreement) by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.
The Acquisition shall be subject to, among other things, the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the FCA, the JSE and the NSX.
The information contained in this Document constitutes factual information as contemplated in section 1(3)(a) of the FAIS Act and should not be construed as express or implied advice, a recommendation, guide or proposal that any particular transaction in respect of the Acquisition is appropriate to the particular investment objectives, financial situations or needs of a shareholder or offeree, and nothing in this Document should be construed as constituting the canvassing for, or marketing or advertising of, financial services in South Africa. Bidco is not an authorised financial services provider licensed as such under the FAIS Act.
Nothing in this Document should be viewed, or construed, as "advice", as that term is used in the Financial Markets Act.
The Acquisition relates to shares in a UK company and is proposed to be effected by means of a scheme of arrangement under English law. US Mediclinic Shareholders should note that the Scheme relates to the shares of a UK company and will be governed by English law. Neither the proxy solicitation rules nor the tender offer rules under the US Exchange Act will apply to the Acquisition or the Scheme. Moreover, the Acquisition and the Scheme are subject to the disclosure requirements and practices applicable in England to schemes of arrangement, which differ from the disclosure requirements of the proxy solicitation rules and tender offer rules under the US Exchange Act.
The financial information included in this Document has been prepared in accordance with accounting standards applicable in the United Kingdom and may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.
However, if, in the future, Bidco were to elect (with the consent of the Panel and subject to and in accordance with the terms of the Co-operation Agreement) to implement the Acquisition by means of a Takeover Offer and determines to extend such Takeover Offer into the US, such Takeover Offer would be made in compliance with all applicable US laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such a Takeover Offer would be made in the US by Bidco and no one else.
Neither the SEC nor any securities commission of any state of the US nor any other US regulatory authority has approved the Acquisition, passed upon the fairness of the Acquisition or passed upon the adequacy or accuracy of this Document. Any representation to the contrary is a criminal offence in the US.
In accordance with the Takeover Code and normal UK practice, and pursuant to Rule 14(e)-5(b) of the US Exchange Act (if applicable), (a) Bidco or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Mediclinic outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes Effective, lapses or is otherwise withdrawn; and (b) Morgan Stanley, UBS and Standard Bank and their affiliates will continue to act as exempt principal traders in Mediclinic securities under the Takeover Code. If purchases or arrangements to purchase were to be made as contemplated by clause (a) of this paragraph, they would occur either in the open market at prevailing prices or in private transactions at negotiated prices, and comply with applicable law, including the US Exchange Act. Any information about such purchases or arrangements to purchase would be disclosed as required in the UK, would be reported to a Regulatory Information Service and would be made available on the London Stock Exchange website at www.londonstockexchange.com. Purchases contemplated by clause (b) of this paragraph that are required to be made public in the United Kingdom pursuant to the Takeover Code would be reported to a Regulatory Information Service and would be made available on the London Stock Exchange website at www.londonstockexchange.com.
The receipt of the cash Consideration by a US Mediclinic Shareholder for the transfer of its Mediclinic Shares pursuant to the Acquisition will likely be a taxable transaction for US federal income tax purposes and may also be a taxable transaction under applicable state and local tax laws in the US, as well as foreign and other tax laws. Each US Mediclinic Shareholder is urged to consult their independent professional tax adviser immediately regarding the tax consequences of the Acquisition applicable to them, including under applicable US state and local, as well as overseas and other, tax laws.
It may be difficult for US Mediclinic Shareholders to enforce their rights and any claim arising out of US federal securities laws, since Mediclinic and Bidco are each located in a non-US jurisdiction, and some or all of its officers and directors may be residents of non-US jurisdictions. US Mediclinic Shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.
This Document (including information incorporated by reference in this Document), oral statements made regarding the Acquisition, and other information published by Mediclinic, any member of the Mediclinic Group, Bidco, the Wider Bidco Group or any member of the Consortium contain statements which are, or may be deemed to be, "forward-looking statements". Such forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which Mediclinic, any member of the Mediclinic Group, Bidco, the Wider Bidco Group or any member of the Consortium shall operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements.
The forward-looking statements contained in this Document may relate to Mediclinic, any member of the Mediclinic Group, Bidco, or any member of the Wider Bidco Group or the Enlarged Group's future prospects, developments and business strategies, the expected timing and scope of the Acquisition and all other statements in this Document other than statements of historical facts. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "will look to", "would look to", "plans", "prepares", "anticipates", "expects", "is expected to", "is subject to", "budget", "scheduled", "forecasts", "synergy", "strategy", "goal", "cost-saving", "projects" "intends", "may", "will", "shall" or "should" or, in each case, their negative or other variations or other similar or comparable words and expressions. Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco, the Wider Bidco Group or Mediclinic's operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on Bidco, the Wider Bidco Group or Mediclinic's business.
By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that shall occur in the future. These events and circumstances 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 practise in the Mediclinic Group's facilities, unexpected regulatory actions or suspensions, competition in general, the Mediclinic Group's ability to obtain or maintain accreditation or approval for its facilities or service lines, changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates, future business combinations or disposals, the impact of tax and other legislation or regulations in the jurisdictions in which the Mediclinic Group operates, and any epidemic, pandemic or disease outbreak. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Such forward looking statements should therefore be construed in the light of such factors.
None of Mediclinic, any member of the Wider Mediclinic Group, Bidco, any member of the Bidco Group, or any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Document shall actually occur. Given these risks and uncertainties, potential investors should not place any reliance on forward-looking statements.
Specifically, statements of estimated cost savings and synergies relate to future actions and circumstances which, by their nature involve, risks, uncertainties and contingencies. As a result, any cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. As a result, and given the fact that the changes relate to the future, the resulting cost synergies may be materially greater or less than those estimated.
The forward-looking statements speak only at the date of this Document. All subsequent oral or written forward-looking statements attributable to Mediclinic, Bidco or any member of the Wider Bidco Group or the Mediclinic Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.
Mediclinic, the Mediclinic Group, Bidco and the Wider Bidco Group expressly disclaim any obligation to update such statements other than as required by law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.
Other than the FY23 Guidance Statements, no statement in this Document, or incorporated by reference in this Document, is intended as a profit forecast, profit estimate or quantified financial benefits statement for any period and no statement in this Document should be interpreted to mean that earnings or earnings per share for Mediclinic, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Mediclinic.
The FY23 Guidance Statements are classed as profit forecasts for the purposes of the Takeover Code. As required by Rule 28.1 of the Takeover Code, the basis upon which the FY23 Guidance Statements have been prepared and relevant confirmations are set out in paragraph 14 of Part VIII (Additional Information on Mediclinic, Bidco and the Consortium) of this Document.
Certain figures included in this Document have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
Please be aware that physical addresses, electronic addresses and certain other information provided by Mediclinic Shareholders, persons with information rights and other relevant persons for the receipt of communications from Mediclinic may be provided to Bidco and/or their respective advisers during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. 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 p.m. (London time) on the 10th UK Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th UK 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 Takeover Code, any person who is, or becomes, interested in 1 per cent. 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(s), 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 p.m. (London time) on the UK 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 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 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.
A copy of this Document shall be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on the websites of Mediclinic, Remgro and MSC at https://investor.mediclinic.com/regulatory-news/offer-mediclinic-international-plc, https://www.remgro.com/ media-centre/disclaimer/mediclinic-offer/ and https://www.msc.com/en/newsroom/press-releases respectively by no later than 12:00 p.m. (London time) on the UK Business Day following the date of publication of this Document. For the avoidance of doubt, the content of these websites is not incorporated into and do not form part of this Document.
Mediclinic Shareholders may request a hard copy of this Document or information incorporated into this Document by reference to another source free of charge:
Underlying SA or Namibian Shareholders holding Mediclinic Shares in uncertificated form through the Strate system without "own name" registration and who have any questions must contact their respective CSDPs or Brokers holding Mediclinic Shares on their behalf.
In accordance with Rule 30.3 of the Takeover Code, Mediclinic Shareholders, persons with information rights and participants in Mediclinic Share Plans may request a hard copy of this Document by contacting the UK Registrar or South African Registrar (as applicable) as described above.
For persons who receive a copy of this Document in electronic form or via a website notification, a hard copy of this Document will not be sent unless so requested. Such persons may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.
This Document is dated 30 August 2022.
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For the reasons set out in this Document, the Independent Mediclinic Directors, who have been so advised by Morgan Stanley and UBS as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their advice to the Independent Mediclinic Directors, Morgan Stanley and UBS have taken into account the commercial assessments of the Independent Mediclinic Directors. Morgan Stanley and UBS are providing independent financial advice to the Independent Mediclinic Directors for the purposes of Rule 3 of the Takeover Code.
Accordingly, in order to implement the Acquisition, the Independent Mediclinic Directors unanimously recommend that you vote in favour of the Scheme at the Court Meeting and the Special Resolution proposed at the General Meeting, as those Independent Mediclinic Directors who hold Mediclinic Shares have irrevocably undertaken to do in respect of their own beneficial holdings of Mediclinic Shares, and that you take the action described below.
These pages should be read in conjunction with the rest of this Document, and in particular, the notices of the Court Meeting and the General Meeting at the end of this Document.
Any changes to the arrangements for the Court Meeting and the General Meeting will be communicated to Scheme Shareholders and Mediclinic Shareholders before the Meetings, through Mediclinic's website https://investor.mediclinic.com/regulatory-news/offer-mediclinic-international-plc and by announcement through a Regulatory Information Service and corresponding publication on SENS.
Please check that you have received the following:
• a Form of Surrender and Transfer.
If you have not received all of these documents, please contact the relevant Shareholder Helpline on the numbers indicated in paragraph 4 below.
Please contact the CSDP or Broker holding the Mediclinic Shares on your behalf to provide your voting instructions. Voting instructions should be submitted to the relevant CSDP or Broker in the manner, and within the time period, required by the CSDP or Broker or as stipulated by the terms of the custody agreement entered into between you and your CSDP or Broker. If your CSDP or Broker does not obtain voting instructions from you, or, if requested to do so, provide you with letters of representation, your CSDP or Broker will be obliged to act in accordance with the instructions contained in the custody agreement between you and your CSDP or Broker.
Underlying SA or Namibian Shareholders without "own name" registration who wish to provide voting instructions in respect of the Court Meeting and/or the General Meeting should ensure that such instructions are provided via the relevant CSDP or Broker in sufficient time to enable Forms of Proxy to be completed by the relevant Scheme Shareholder or Mediclinic Shareholder that is the registered holder of the Mediclinic Shares concerned and for the registered Scheme Shareholder or Mediclinic Shareholder to submit such Forms of Proxy in advance of the relevant deadlines set out in this Document. It is therefore recommended that voting instructions are provided to the relevant CSDP or Broker by no later than 4:00 p.m. (SAST) on Wednesday 21 September 2022 for the Court Meeting and 4:15 p.m. (SAST) on Wednesday 21 September 2022 for the General Meeting or such earlier time and date stipulated in the custody agreement entered into between the relevant Underlying SA or Namibian Shareholder and the CSDP or Broker, or as otherwise advised or required by the CSDP or Broker.
IT IS IMPORTANT THAT, FOR THE COURT MEETING, AS MANY VOTES AS POSSIBLE ARE CAST SO THAT THE COURT MAY BE SATISFIED THAT THERE IS A FAIR REPRESENTATION OF OPINION OF SCHEME SHAREHOLDERS, WHETHER OR NOT YOU INTEND TO ATTEND AND/OR VOTE AT THE MEETINGS. YOU ARE THEREFORE STRONGLY URGED TO COMPLETE, SIGN AND RETURN YOUR FORMS OF PROXY TOGETHER WITH ANY POWER OF ATTORNEY OR OTHER AUTHORITY, IF ANY, UNDER WHICH IT IS SIGNED, OR A DULY CERTIFIED COPY THEREOF (OR, IN THE CASE OF SCHEME SHAREHOLDERS ON THE UK REGISTER, TRANSMIT A PROXY APPOINTMENT AND VOTING INSTRUCTION ONLINE THROUGH THE UK REGISTRAR'S WEBSITE AT www.investorcentre.co.uk/eproxy OR, IN THE CASE OF MEDICLINIC SHARES HELD THROUGH CREST, VIA THE CREST SYSTEM) AS SOON AS POSSIBLE.
The Scheme will require approval at a meeting of Scheme Shareholders convened with the permission of the Court to be held at The Auditorium, UBS Investment Bank, 5 Broadgate, London, EC2M 2QS at 12:00 p.m. (London time) (1:00 p.m. SAST) on Monday 26 September 2022. Implementation of the Scheme will also require approval of the Special Resolution relating to the Acquisition to be proposed at the General Meeting. The General Meeting will be held at the same place as the Court Meeting at 12:15 p.m. (London time) (1:15 p.m. (SAST) on Monday 26 September 2022 (or as soon thereafter as the Court Meeting concludes or is adjourned).
Mediclinic Shareholders (including Mediclinic Shareholders registered on the South African Register) entitled to attend and vote at the Meetings are entitled to appoint a proxy to exercise all or any of their rights to attend, speak and vote at the Court Meeting and/or General Meeting. A proxy need not be a Mediclinic Shareholder.
Mediclinic Shareholders and Scheme Shareholders are strongly encouraged to submit proxy appointments and instructions for the Court Meeting and the General Meeting as soon as possible, using any of the methods set out below.
Mediclinic Shareholders and Scheme Shareholders may also submit questions to be considered at the relevant Meeting at any time up to 48 hours before the relevant Meeting by emailing the Company Secretary at [email protected].
The Chair of the relevant Meeting will ensure that all such questions and/or any objections (in the case of the Court Meeting) relating to the formal business of the Meeting are addressed during the relevant Meeting, unless: (a) no response is required to be provided under the Companies Act or the Company's Articles of Association, including if the provision of a response would, at the Chair's discretion, otherwise be undesirable in the interests of the Company or the good order of the General Meeting; (b) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information; or (c) the answer has already been given on a website in the form of an answer to a question. Unacceptable behavior will not be tolerated at the Meetings and will be dealt with appropriately.
Mediclinic Shareholders are entitled to appoint a proxy in respect of some or all of their Mediclinic Shares and may also appoint more than one proxy, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by such holder. Mediclinic Shareholders (excluding Underlying SA or Namibian Shareholders without "own name" registration) who wish to appoint more than one proxy in respect of their holding of Mediclinic Shares should contact the UK Registrar or the South African Registrar (as applicable) for further Forms of Proxy or photocopy the Forms of Proxy as required. If you are an Underlying SA or Namibian Shareholder without "own name" registration and you wish to attend, speak and vote, or to send a proxy to represent you at the Court Meeting or General Meeting, you must, in accordance with the custody agreement between you and your CSDP or Broker, advise your CSDP or Broker. Your CSDP or Broker should then issue the necessary letter of representation to you for you or your proxy to attend, speak and vote at the Court Meeting and/or the General Meeting (as the case may be).
Certificated SA Shareholders should contact the South African Registrar for further Forms of Surrender and Transfer as required.
The completion and return of the Forms of Proxy (or, in the case of Mediclinic Shares held on the UK Register, transmission of a proxy appointment or voting instruction online through the website of the UK Registrar at www.investorcentre.co.uk/eproxy or, in the case of Mediclinic Shares held through CREST, via the CREST system) will not prevent you from attending and voting at the Court Meeting or the General Meeting, if you are entitled to and wish to do so.
Please complete and sign the Forms of Proxy in accordance with the instructions printed on them and return them (together with any power of attorney or other authority, if any, under which it is signed, or a duly certified copy thereof) to the UK Registrar, by post or courier to Computershare, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, so as to be received as soon as possible and in any event not later than the relevant times set out below:
| BLUE Forms of Proxy for the Court Meeting | 12:00 p.m. (London time) on Thursday 22 September 2022 |
|---|---|
| YELLOW Forms of Proxy for the General Meeting | 12:15 p.m. (London time) on Thursday 22 September 2022 |
or, if in either case the Meeting is adjourned, so that the relevant Form of Proxy (together with any power of attorney or other authority, if any, under which it is signed, or a duly certified copy thereof) is received not later than 48 hours (excluding any part of such 48 hour period falling on a day that is not a UK Business Day) before the time fixed for the adjourned Meeting.
What if I miss the deadline mentioned above?
As an alternative to completing and returning the printed Forms of Proxy, proxies may be appointed electronically by logging on to the following website: www.investorcentre.co.uk/eproxy and following the instructions therein. Full details of the procedures are given on that website and your Control Number, Shareholder Reference Number ("SRN") and PIN can be found on your Form of Proxy. For an electronic proxy appointment to be valid, the appointment must be received by the UK Registrar not later than 48 hours (excluding any part of such 48 hour period falling on a day that is not a UK Business Day) before the time fixed for the relevant Meeting (as set out in paragraph 2(A) above) or any adjournment thereof. Full details of the procedure to be followed to appoint a proxy electronically are given on the website.
If you hold Mediclinic Shares in uncertificated form through CREST and wish to appoint a proxy or proxies for the Court Meeting or the General Meeting (or any adjourned Meeting) using the CREST electronic proxy appointment service, you may do so by using the procedures described in the CREST Manual. Please also refer to the accompanying notes to the notices of the Meetings set out in Part X (Notice of Court Meeting) and Part XI (Notice of General Meeting) of this Document. CREST personal members or other CREST sponsored members, and those CREST members who have appointed any voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with the specifications of Euroclear and must contain the information required for such instructions as described in the CREST Manual. The message (regardless of whether it constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy) must, in order to be valid, be transmitted so as to be received by the UK Registrar (ID: 3RA50) not later than 48 hours (excluding any part of such 48 hour period falling on a day that is not a UK Business Day) before the time fixed for the relevant Meeting (as set out in paragraph 2(A) above) or any adjournment thereof. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the UK Registrar is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed any voting service provider(s), to procure that his/her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. For further information on the logistics of submitting messages in CREST, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
Mediclinic may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the CREST Regulations.
Certificated SA Shareholders and Underlying SA or Namibian Shareholders with "own name" registration can return their completed Forms of Proxy (together with any power of attorney or other authority, if any, under which it is signed, or a duly certified copy thereof) to the South African Registrar, Computershare Investor Services (Pty) Ltd, by post or by courier to the South African Registrar at Rosebank Towers, 15 Biermann Avenue, Rosebank, Johannesburg, 2196, or by post to Private Bag, X9000, Saxonwold, 2132, or by email to [email protected] (in each case for onwards transmission to the UK Registrar) so as to be received by the South African Registrar no later than:
| BLUE Forms of Proxy for the Court Meeting | 1:00 p.m. (SAST) on Thursday 22 September 2022 |
|---|---|
| YELLOW Forms of Proxy for the General Meeting | 1:15 p.m. (SAST) on Thursday 22 September 2022 |
or, if in either case the Meeting is adjourned, so that the relevant Form of Proxy is received not later than 48 hours (excluding any part of such 48 hour period falling on a day that is not a UK Business Day) before the time fixed for the adjourned Meeting.
Certificated SA Shareholders will, subject to the Scheme becoming Effective, be required to surrender their documents of title in respect of their Scheme Shares. In order to surrender their documents of title, Certificated SA Shareholders are requested to complete the Form of Surrender and Transfer in accordance with the instructions therein, and return it, together with their documents of title, by post or courier to the South African Registrar at Rosebank Towers, 15 Biermann Avenue, Rosebank, Johannesburg, 2196 or by post to Private Bag, X3000, Saxonwold, 2132.
The surrender of their documents of title is at a Certificated SA Shareholder's own risk. Certificated SA Shareholders may surrender their documents of title in anticipation of the Scheme becoming Effective. No receipts or proof of receipt will be issued unless specifically requested. Documents of title surrendered in anticipation of the Scheme becoming Effective will be held in trust by the South African Registrar, at the relevant Certificated SA Shareholder's risk until the Effective Date.
If the Form of Surrender and Transfer is sent to the South African Registrar with the relevant documents of title in anticipation of the Scheme becoming Effective, it will be treated as a conditional surrender which is made subject to the Scheme becoming Effective. In the event of the Scheme not becoming Effective for any reason whatsoever, the South African Registrar will, by not later than five SA Business Days after the date upon which it becomes known that the Scheme will not be Effective, return the documents of title to the Certificated SA Shareholder concerned, by registered post, at the risk of such Certificated SA Shareholder.
Where the South African Registrar does not have a Certificated SA Shareholder's Rand bank account details and the Form of Surrender and Transfer, together with the relevant documents of title, has not been provided in accordance with the instructions set out above, or where the Form of Surrender and Transfer has been provided but the Rand bank account details provided therein are incorrect or incomplete, the Consideration will be held in trust by the South African Registrar pending receipt of the relevant Certificated SA Shareholder's outstanding documents and Rand bank account details, whereafter the Consideration will be paid via electronic transfer into the personal Rand bank account of such Certificated SA Shareholder.
Underlying SA or Namibian Shareholders whose entitlement to Mediclinic Shares is held in uncertificated form through the Strate system without "own name" registration should not complete a Form of Proxy. Instead, such Underlying SA or Namibian Shareholders who wish to provide voting instructions for (but not attend in person) the Meetings or any adjournments thereof should, within the time period required by their CSDP or Broker or as stipulated by the terms of the custody agreement entered into between the Underlying SA or Namibian Shareholder and their CSDP or Broker, provide their CSDP or Broker with their voting instructions in accordance with the terms of such custody agreement. Any such Underlying SA or Namibian Shareholders who wish to attend one or both of the Meetings in person should, in accordance with the timeframe and other terms of the custody agreement entered into between the relevant Underlying SA or Namibian Shareholder and their CSDP or Broker, contact their CSDP or Broker to obtain a letter of representation to enable them to do so.
If the relevant CSDP or Broker does not obtain voting instructions from such Underlying SA or Namibian Shareholders, or, if requested to do so, provide them with letters of representation, then the CSDP or Broker will be obliged to vote in accordance with any instructions which may be contained in the custody agreement entered into between the relevant Underlying SA or Namibian Shareholder and the CSDP or Broker, as applicable.
Underlying SA or Namibian Shareholders without "own name" registration who wish to provide voting instructions in respect of the Court Meeting and/or the General Meeting should ensure that such instructions are provided via the relevant CSDP or Broker in sufficient time to enable Forms of Proxy to be completed by the relevant Scheme Shareholder or Mediclinic Shareholder that is the registered holder of the Mediclinic Shares concerned and for the registered Scheme Shareholder or Mediclinic Shareholder to submit such Forms of Proxy in advance of the relevant deadlines set out in this Document. It is therefore recommended that voting instructions are provided to the relevant CSDP or Broker by no later than 4:00 p.m. (SAST) on Wednesday 21 September 2022 for the Court Meeting and 4:15 p.m. (SAST) on Wednesday 21 September 2022 for the General Meeting or such earlier time and date stipulated in the custody agreement entered into between the relevant Underlying SA or Namibian Shareholder and the CSDP or Broker, or as otherwise advised or required by the CSDP or Broker.
Participants in the Mediclinic Share Plans will be contacted separately regarding the effect of the Scheme on their rights under the Mediclinic Share Plans. A summary of the effect of the Scheme on outstanding awards under the Mediclinic Share Plans is set out in paragraph 9 of Part II (Explanatory Statement) of this Document.
If you have any questions about this Document, the Court Meeting, the General Meeting or how to complete the Forms of Proxy or to submit your proxies electronically:
Different charges may apply to calls from mobile telephones. Please note that calls may be monitored or recorded and the Shareholder Helpline cannot provide advice on the merits of the Acquisition or the Scheme or give any financial, legal or tax advice.
Underlying SA or Namibian Shareholders holding Mediclinic Shares in uncertificated form through the Strate system without "own name" registration and who have any questions must contact their respective CSDPs or Brokers holding Mediclinic Shares on their behalf.
The following indicative timetable is based on Mediclinic's and Bidco's current expected dates for the implementation of the Scheme and is subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified by announcement through the Regulatory Information Service of the London Stock Exchange and corresponding publication on SENS.
| Event | Time and/or date(1) |
|---|---|
| Publication of this Document | Tuesday 30 August 2022 |
| Last date to trade on the JSE and the NSX to be entitled to participate at the Meetings |
Tuesday 20 September 2022 |
| Latest time for lodging Forms of Proxy for the: | |
| Court Meeting (BLUE form) | 12:00 p.m. (1:00 p.m. SAST) on Thursday 22 September 2022(2) |
| General Meeting (YELLOW form) | 12:15 p.m. (1:15 p.m. SAST) on Thursday 22 September 2022(3) |
| Voting Record Time | 6:30 p.m. (7:30 p.m. SAST) on Thursday 22 September 2022(4) |
| Court Meeting | 12:00 p.m. (1:00 p.m. SAST) on Monday 26 September 2022 |
| General Meeting | 12:15 p.m. (1:15 p.m. SAST) on Monday 26 September(5) |
| Longstop Date | Friday 30 June 2023(7) |
The following dates and times associated with the Scheme are subject to change and will depend on, among other things, the date on which the Conditions to the Scheme are satisfied or, if capable of waiver, waived, and the date on which the Court sanctions the Scheme. Mediclinic will give adequate notice of all of these dates and times, when known, by issuing an announcement through a Regulatory Information Service and corresponding publication on SENS, with such announcement being made available on Mediclinic's website at https://investor.mediclinic.com/regulatory-news/offer-mediclinic-international-plc. Further updates and changes to these times will be notified in the same way. See also Note(1).
| Event | Time and/or date(1) |
|---|---|
| Latest time and date for transfers between the UK Register and the South African Register |
D – 2 Business Days |
| Scheme Court Hearing | a date no later than 21 days after the satisfaction (or, if applicable, waiver) of the Conditions (other than Condition 2.3) and in any event prior to the Longstop Date ("D") |
| Last date of dealings in, and for registration of transfers of, Mediclinic Shares |
D |
| Disablement of CREST in respect of Mediclinic Shares |
6.00 p.m. on D |
| Scheme Record Time | 6.00 p.m. on D |
| Suspension of listing and dealings in Mediclinic Shares |
by 7.30 a.m. on D + 1 UK Business Day |
| Effective Date of the Scheme | D + 1 UK Business Day(6) |
| Cancellation of listing of Mediclinic Shares | 7.30 a.m. on D + 2 UK Business Days |
| Latest date for despatch of cheques/settlement through CREST/electronic payment |
14 days after the Effective Date |
| Longstop Date | Friday 30 June 2023(7) |
| Event | Time and/or date(1) |
|---|---|
| Update announcement of expected timetable | D – 8 SA Business Days |
| Latest time and date for transfers between the South African Register and the UK Register |
D – 2 Business Days |
| Scheme Court Hearing | D |
| Finalisation Announcement (including Currency Exchange Announcement) |
D(8) |
| Last date to trade on the JSE and NSX | D |
| Effective Date of the Scheme | D + 1 UK Business Day(6) |
| Suspension of Mediclinic Shares on the JSE and the NSX |
D + 1 SA Business Day |
| SA Record Date | D + 3 SA Business Days |
| Last date to credit accounts with the Consideration through the Strate system (or in the case of Certificated SA Shareholders, by electronic funds transfer into their Rand bank accounts) |
14 days after the Effective Date |
| Termination of listing of Mediclinic Shares on the JSE and NSX |
The date on which accounts are credited with the Consideration + 1 SA Business Day(9) |
| Longstop Date | Friday 30 June 2023(7) |
(1) The dates and times given are indicative only and are based on current expectations and are subject to change (including as a result of changes to the regulatory timetable).
References to times are to London, United Kingdom time unless otherwise stated. If any of the times and/or dates above change, the revised times and/or dates will be notified to Mediclinic Shareholders by announcement through a Regulatory Information Service and corresponding publication on SENS.
Participants in the Mediclinic Share Plans will be contacted separately to inform them of the effect of the Scheme on their rights under the Mediclinic Share Plans, including dates and times relevant to them.
(incorporated in England and Wales with registered number 08338604)
Mediclinic International plc 6th Floor 65 Gresham Street London United Kingdom EC2V 7NQ
Directors:
Dame Inga Beale (Non-Executive Chair) Dr Ronnie van der Merwe (Group Chief Executive Officer) Jurgens Myburgh (Group Chief Financial Officer) Dr Felicity Harvey (Senior Independent Director) Jannie Durand (Non-Executive Director)* Danie Meintjes (Non-Executive Director) Dr Muhadditha Al Hashimi (Independent Non-Executive Director) Natalia Barsegiyan (Independent Non-Executive Director) Zarina Bassa (Independent Non-Executive Director) Dr Anja Oswald (Independent Non-Executive Director) Tom Singer (Independent Non-Executive Director) Steve Weiner (Independent Non-Executive Director)
Tuesday 30 August 2022
To the holders of Mediclinic Shares and, for information only, to holders of awards under the Mediclinic Share Plans and persons with information rights.
Dear Shareholder,
On 4 August 2022, the boards of directors of Mediclinic (excluding the Remgro representative), Remgro and SAS announced that they had reached agreement on the terms and conditions of a recommended cash acquisition pursuant to which Bidco proposes to acquire the entire issued and to be issued share capital of Mediclinic, other than the Mediclinic Shares already owned by the Relevant Remgro Subsidiaries. Bidco is a newly incorporated company registered in England and Wales, formed on behalf of, and jointly owned by, the Consortium. The Acquisition is intended to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.
I am writing to you today, on behalf of the Independent Mediclinic Directors, to set out the background to the Acquisition and the reasons why the Independent Mediclinic Directors consider the terms of the Acquisition to be fair and reasonable. The Independent Mediclinic Directors are unanimously recommending that you vote in favour of the Scheme at the Court Meeting and in favour of the Special Resolution to be proposed at the General Meeting, as those Independent Mediclinic Directors who hold Mediclinic Shares have irrevocably undertaken to do in respect of their own beneficial holdings of Mediclinic Shares, which, in aggregate, amount in total to 300,030 Mediclinic Shares representing, in aggregate, approximately 0.041 per cent. of the issued share capital of Mediclinic as at the Latest Practicable Date. I draw your attention to the letter from Morgan Stanley and UBS set out in
* Jannie Durand is not an Independent Mediclinic Director for purposes of this Document.
Part II (Explanatory Statement) of this Document which gives details about the Acquisition and to the additional information set out in Part VIII (Additional Information on Mediclinic, Bidco and the Consortium) of this Document. Further information relating to the irrevocable undertakings given by those Independent Mediclinic Directors who hold Mediclinic Shares, including the circumstances in which they cease to be binding, is set out at paragraph 6 of this letter, and in paragraph 5 of Part VIII (Additional Information on Mediclinic, Bidco and the Consortium) of this Document.
In order to approve the terms of the Acquisition, the required majority of Scheme Shareholders will need to vote in favour of the Scheme at the Court Meeting and the required majority of Mediclinic Shareholders will need to vote in favour of the Special Resolution to be proposed at the General Meeting (as set out in paragraph 11 of Part II (Explanatory Statement) of this Document). The Court Meeting and the General Meeting are to be held at The Auditorium, UBS Investment Bank, 5 Broadgate, London, EC2M 2QS on Monday 26 September 2022 at 12:00 p.m. and 12:15 p.m. (London time) 1:00 p.m. and 1:15 p.m. (SAST) (or as soon thereafter as the Court Meeting concludes or is adjourned), respectively.
Any changes to the arrangements for the Court Meeting and the General Meeting will be communicated to Mediclinic Shareholders and Scheme Shareholders before the Meetings, through Mediclinic's website https://investor.mediclinic.com/regulatory-news/offer-mediclinic-international-plc and by announcement through a Regulatory Information Service and corresponding publication on SENS.
Details of the actions you should take are set out at pages 11 to 16 (Action to be Taken) of this Document. The recommendation of the Independent Mediclinic Directors is set out in paragraph 13 of this letter.
Under the terms of the Acquisition, which is subject to the Conditions and further terms set out in Part III (Conditions to the Implementation of the Scheme and to the Acquisition) of this Document, Scheme Shareholders at the Scheme Record Time shall be entitled to receive:
As envisaged in the announcement issued on 4 August 2022, this Consideration reflects a reduction of 3 pence per Scheme Share to the Acquisition Price of 504 pence per Scheme Share, following the payment on 26 August 2022 to Mediclinic Shareholders on the register of members of the Company on 5 August 2022 of the FY22 Final Dividend of 3 pence per Mediclinic Share, which was announced by Mediclinic on 25 May 2022 and approved at the Mediclinic annual general meeting on 28 July 2022.
The Acquisition Price of 504 pence comprising the Consideration of 501 pence per Scheme Share and the FY22 Final Dividend values the entire issued and to be issued ordinary share capital of Mediclinic at approximately £3.7 billion and an implied enterprise value of approximately £6.1 billion, representing:
Further information about the Acquisition is provided in Part II (Explanatory Statement) of this Document.
As noted above, Mediclinic Shareholders on the register of members of the Company on 5 August 2022 have, since the date of the 2.7 Announcement, received and are entitled to retain the FY22 Final Dividend of 3 pence per Mediclinic Share. Accordingly, the Consideration has been reduced by 3 pence per Scheme Share from the Acquisition Price.
As set out more fully in paragraph 3 of Part II (Explanatory Statement) of this Document, if any further dividend, distribution or other return of value (other than the FY22 Final Dividend) is declared, made or paid or becomes payable by Mediclinic on or after the date of the 2.7 Announcement and before the Effective Date, Bidco reserves the right to reduce the Consideration by an amount up to the amount of such dividend, distribution or other return of value. In such circumstances, Mediclinic Shareholders shall be entitled to retain any such dividend, distribution or other return of value declared, made or paid, and any reference in this Document to the Consideration payable under the Scheme shall be deemed to be a reference to the Consideration as so reduced.
The Independent Mediclinic Directors are confident in the long-term prospects for Mediclinic and believe that its strategy positions Mediclinic well for future growth in existing and new markets. Mediclinic has continued to successfully execute the Mediclinic Group's strategy to position itself as an integrated healthcare partner, harnessing data, technology and innovation to facilitate growth across the continuum of care.
Mediclinic's 2022 Full-Year Results demonstrated improved financial performance, driven by increased client activity as disruption from the pandemic receded. Mediclinic's share price has performed strongly, with an increase of 21 per cent. over the 12 months prior to the Initial Proposal. The Independent Mediclinic Directors have therefore considered the future of the Mediclinic Group and the Acquisition in light of a well-positioned business with a clear strategic direction.
As announced in Mediclinic's AGM Statement on 28 July 2022, during the first quarter of FY23, the Mediclinic Group observed relatively low COVID-19 hospital admissions, with patient mix continuing to normalise towards pre-pandemic levels. With pre-pandemic seasonality returning, patient volumes were impacted in the quarter due to patients and staff contracting COVID-19. Notwithstanding the increased macro uncertainty since the announcement of Mediclinic's 2022 Full-Year Results, the FY23 Guidance Statements (as set out in paragraph 14 of Part VIII (Additional Information on Mediclinic, Bidco and the Consortium)) remain unchanged.
On 26 May 2022, the Consortium approached Dame Inga Beale, the Independent Non-Executive Chair of Mediclinic, with an unsolicited and conditional Initial Proposal to acquire the entire issued and to be issued share capital of Mediclinic not already owned by the Relevant Remgro Subsidiaries at 463 pence per Mediclinic Share (including the FY22 Final Dividend). The Independent Mediclinic Directors evaluated the Initial Proposal, and after taking financial advice, concluded that it failed to reflect the fair value of Mediclinic and its future prospects and rejected the Initial Proposal.
As announced on 7 July 2022, following the response to the Initial Proposal, the Consortium submitted three further proposals regarding a possible all cash offer for Mediclinic. As described in the 2.7 Announcement, the Independent Mediclinic Directors rejected the first two of the three further proposals. The third of the further proposals valued the Mediclinic Shares at the same price as the Acquisition Price. The Acquisition Price of 504 pence per Scheme Share (including the FY22 Final Dividend) represents a 9 per cent. increase from the Initial Proposal.
Following careful consideration of the Mediclinic Group's value against the improved price proposed by the Consortium, the Independent Mediclinic Directors concluded that the terms of the Acquisition fairly reflect the strength of Mediclinic's business and its future prospects and risks. The Independent Mediclinic Directors, whilst confident in Mediclinic's future prospects and growth outlook, have also noted the increased uncertainty in the broader macroeconomic environment which gives rise to potential headwinds, in particular as the Mediclinic Group seeks to manage its operating costs.
The Acquisition provides Mediclinic Shareholders the opportunity to crystallise the value of their holdings today, as well as realise in cash possible future value creation through the significant premium to the undisturbed share price.
Specifically, the Acquisition Price represents:
The Independent Mediclinic Directors note Remgro's track record of being a longstanding and supportive shareholder in the Mediclinic Group, as well as the significant resources and global connectivity that a partnership with MSC provides. The Independent Mediclinic Directors have also considered the Consortium's other stated intentions for the business, management, employees, pension schemes and other stakeholders of Mediclinic, and note in particular the high regard attached by the Consortium to the quality of the Mediclinic Group's management and what has been achieved by Mediclinic in recent years.
The Independent Mediclinic Directors are confident that the Consortium is well positioned to support Mediclinic's strategy.
Accordingly, following careful consideration of the above factors, the Independent Mediclinic Directors unanimously recommend the Acquisition to Mediclinic Shareholders.
Mediclinic was founded by the Remgro group in South Africa in 1983. It commissioned Dr Edwin Hertzog to undertake a feasibility study on private hospital provision in the Western Cape. His conclusive research resulted in the formation of Mediclinic in 1983. Dr Hertzog led Mediclinic for 37 years until 2020, when he stepped down as non-executive chairman. Today the Mediclinic Group operates 74 hospitals, five sub-acute hospitals, two mental health facilities, 20 day case clinics and 22 outpatient clinics in South Africa, Namibia, Switzerland and the Middle East, as further described in section 5 of Part II (Explanatory Statement). In addition, the Mediclinic Group holds a 29.7 per cent. interest in Spire Healthcare Group plc, a leading private healthcare group based in the UK and listed on the London Stock Exchange. Remgro has been a longstanding and supportive shareholder in Mediclinic's 39 year history, which includes its geographic expansion into Switzerland and the Middle East, and this support has been instrumental to the success of the business.
Remgro is an investment holding company, listed on the Johannesburg Stock Exchange, which was originally established in the 1940s by the late Dr. AE Rupert. Under the guidance of the Rupert family, its investment portfolio has evolved substantially over time and today includes investments across various industries. Its investments are mainly in the healthcare, consumer products, financial services, infrastructure, industrial and media industries. During its history, Remgro has forged many strategic partnerships to drive superior returns for its shareholders through sustainable dividends and capital growth. Remgro has high regard for Mediclinic's management and operations and wishes to support the Company's long-term growth ambition to further develop existing operations and expand into new geographies. Remgro believes evolution in Mediclinic's ownership structure towards a long-term, sustainable construct, alongside a closely aligned partner, will be critical in realising the Company's full potential.
During the last 50 years, the Aponte family has built the MSC group into a global business focused on the maritime transport, logistics and cruise industries. Today, MSC is a leading shipping and private cruise business and employs more than 100,000 employees. MSC is headquartered in Switzerland and has operations in 155 countries, including a strong presence across Africa and the Middle East.
Remgro and SAS are strongly aligned in their common desire to invest for the long-term in the private healthcare sector and the Consortium members also share a deep appreciation for the importance of access to high quality healthcare and the corresponding positive societal impact.
The Consortium believes that significant, long-term investment is required to realise the potential of Mediclinic's network of hospitals, clinics and other facilities, and to drive continued growth for the benefit of all stakeholders across the continuum of care. Furthermore, the Consortium believes that private ownership will better enable the management team to focus on and execute their strategic vision for the business, supported by a well-capitalised and closely aligned shareholder group, away from the requirements of the public markets, particularly in light of operating, regulatory and macroeconomic uncertainty. Private ownership will better support Mediclinic by providing greater flexibility to capitalise on growth opportunities in existing and new markets, in a more agile manner.
Remgro recognises the significant benefits of a partner with a shared long-term investment horizon, with the financial resources available to support the ongoing investment in the business to maintain its leading market positions. MSC, in its position as a leading container shipping company and private cruise operator, brings extensive experience in operating a global business and the Consortium believes Mediclinic will be able to leverage both Consortium partners' expertise as it seeks to continue to grow and expand its geographical footprint. Remgro and SAS therefore believe that private ownership, under the Consortium's stewardship, will significantly benefit all stakeholders, including Mediclinic's patients, employees, doctors, host governments and wider Southern African, Swiss and Middle Eastern stakeholders.
As noted above, each of the Mediclinic Directors who holds Mediclinic Shares has irrevocably undertaken to vote, or procure votes, in favour of the Scheme at the Court Meeting and the Special Resolution proposed to implement the Scheme at the General Meeting in respect of their own beneficial holdings, totalling, in aggregate, 300,030 Mediclinic Shares representing approximately 0.041 per cent. of the issued share capital of Mediclinic and 0.073 per cent. of the Scheme Shares, in each case as at the Latest Practicable Date.
Further details of these irrevocable undertakings, including the circumstances in which they cease to be binding, are set out in paragraph 5 of Part VIII (Additional Information on Mediclinic, Bidco and the Consortium).
As set out in paragraph 5 (Background to and reasons for the Acquisition), the Consortium has a high regard for Mediclinic's existing operations and wants to support Mediclinic's management team in its stated ambition to grow the business in both existing and new geographies. The Consortium will rely on the current management and employees of Mediclinic to deliver this vision. Furthermore, the Consortium is acutely aware of the positive societal impact that Mediclinic and its dedicated staff have in the various jurisdictions where Mediclinic operates, given the importance of access to high quality healthcare. Consequently, the Consortium attaches great value to the skills, experience and commitment of the existing management and employees of Mediclinic and believes that they will be a key factor in maximising the long-term success of the business.
Once Mediclinic ceases to be a listed company, it will no longer require a UK-based investor relations function, which may result in a limited headcount reduction within this specific function. For any affected employees within this function who are not reassigned, the existing redundancy practices and policies of Mediclinic and all statutory requirements will be observed, including undertaking appropriate consultation with any affected employee or their representatives to the extent required by law.
Save as set out above, the Consortium does not intend to make any material change in the number of, balance of skills and functions of, or terms and conditions of employment of, the employees and management of Mediclinic or its subsidiaries.
The Consortium confirms that, upon completion of the Acquisition, the existing contractual and statutory employment rights of all management and employees of Mediclinic and its subsidiaries will be fully safeguarded in accordance with applicable law.
The Consortium intends that Mediclinic's and its subsidiaries' pension schemes in Switzerland will continue on their current terms without change and that employers participating in the Swiss pension schemes will continue to make contributions (at appropriate levels), existing members will continue to accrue benefits and new joiners will remain eligible for admission. In addition, the Consortium confirms that there is no intention to make any changes to either the provision of Mediclinic's retirement medical benefit obligation in South Africa or the provision of the UAE end-of-service obligation.
Upon completion of the Acquisition, the non-executive directors of Mediclinic, excluding Jannie Durand and his alternate director Pieter Uys, will resign and from that point will cease to be directors of Mediclinic.
The Consortium believes that the ongoing incentivisation of management of Mediclinic and retention of key talent is very important to maintain and to improve performance. Accordingly, the Consortium intends to put in place appropriate arrangements for management of Mediclinic following completion of the Acquisition to ensure the retention of management and the continued good governance of the business. However, no incentivisation or retention arrangements have been implemented and no discussions with management in relation to such arrangements have taken place.
The Consortium has no plans to make any material restructurings or change in the locations of Mediclinic's business nor to change the location or functions of the Mediclinic headquarters. The Consortium does not intend to redeploy the fixed assets of Mediclinic. Furthermore, the Consortium has no intention to make any changes to Mediclinic's research and development functions.
Mediclinic Shares are listed on the Official List of the London Stock Exchange, the Johannesburg Stock Exchange and the Namibian Stock Exchange. As set out in paragraph 14 of Part II (Explanatory Statement) of this Document, an application will be made for the cancellation of the listing of Mediclinic Shares on the Official List of the London Stock Exchange and the cancellation of trading of the Mediclinic Shares on the Main Market of the London Stock Exchange. The JSE has confirmed that following the Effective Date, subject to the approval of the Executive Committee of the JSE, will initiate the termination of the listing of Mediclinic Shares from the Main Board of the Johannesburg Stock Exchange, in terms of paragraphs 1.12 and 1.13 of the JSE Listings Requirements, on the basis that Mediclinic will no longer comply with the public spread provisions pursuant to paragraph 4.28(e) of the JSE Listings Requirements. The delisting of Mediclinic Shares on the Namibian Stock Exchange will occur simultaneously with the termination of the listing and trading of such shares on the JSE.
No statements in this paragraph 7 are "post-offer undertakings" for the purposes of Rule 19.5 of the Takeover Code.
Details of the arrangements proposed to be implemented in relation to the Mediclinic Share Plans in connection with the Acquisition are set out in paragraph 9 of Part II (Explanatory Statement) of this Document.
On 28 July 2022, as part of Mediclinic's AGM Statement, the Group published a trading update for the first quarter of the financial year ended 31 March 2023 (the "Q1 2023 Trading Update"), which stated:
During the first quarter of the financial year ended 31 March 2023 ("FY23"), the Group observed relatively low COVID-19 hospital admissions with patient mix continuing to normalise towards pre-pandemic levels. With pre-pandemic seasonality returning, patient volumes were also impacted in the quarter due to patients and staff contracting COVID-19. Notwithstanding the increased macro uncertainty since Mediclinic's 2022 Full-Year Results, guidance for FY23 remains unchanged.
In April and June 2022, inpatient volumes were impacted by holidays and the ongoing effects of COVID-19-related disruptions. Additional staffing resources required to address COVID-19-related staff absenteeism and general nurse shortages in the market added to overall employee costs. Lower volumes and additional costs were partially offset by an encouraging insurance mix and average revenue per inpatient.
Bed days sold and patient case mix, including day case admissions, continued to normalise as COVID-19 hospital admissions remained low, which negatively impacted overall revenue per paid patient day. The impact on margins was limited as staffing requirements were adapted to meet the changing patient mix.
Patient activity in April 2022 was lower year-on-year due to the timing of Ramadan, but momentum built steadily in May and June. Patient case mix also continued to normalise, similar to the experience in Southern Africa. Record outpatient volumes in June preceded the quieter summer period in the Middle East with eased travel restrictions, marking the first time since the onset of the pandemic that seasonality is expected to return."
Persistent macro-economic pressures and the pronounced effect of seasonality on volumes are reflected in a testing first half FY23 performance with a stronger second half embedded in FY23 guidance (as set out in paragraph 14 of Part VIII (Additional Information on Mediclinic, Bidco and the Consortium)) remaining unchanged.
Performance in Switzerland during July 2022 reflected a similar trend to that reported during Q1 2023, with a noticeable impact to patient volumes and increase in staff costs during the summer holiday period.
Robust patient volumes and a gradual improvement in revenue per paid patient day resulted in a solid performance during July 2022.
The impact of pronounced seasonality due to the easing of travel restrictions during the traditional holiday period resulted in a slowdown in patient activity and lower revenues during July 2022 compared with recent years.
Financial information relating to Mediclinic is set out in Part V (Financial and Ratings Information) of this Document.
Details of the action to be taken by Scheme Shareholders and Mediclinic Shareholders in respect of the Acquisition and the Scheme are set out at pages 11 to 16 (Action to be Taken) of this Document.
Details relating to the cancellation and termination of listings of the Mediclinic Shares and settlement of the cash Consideration offered by Bidco are included in paragraphs 14 and 15 of Part II (Explanatory Statement) of this Document.
Overseas Shareholders should refer to Part VII (Additional Information for Overseas Shareholders) of this Document, which contains important information relevant to such holders.
Your attention is drawn to Part VI (Taxation) and Part VII (Additional Information for Overseas Shareholders) of this Document, which contain a summary of limited aspects of the UK and South African tax treatment of the Scheme. These summaries relate only to the position of certain categories of Mediclinic Shareholders (as explained further in Part VI (Taxation) and Part VII (Additional Information for Overseas Shareholders) of this Document), do not constitute tax advice and do not purport to be a complete analysis of all potential UK and South African tax consequences of the Scheme.
You are strongly advised to contact an appropriate independent professional adviser immediately to discuss the tax consequences of the Scheme on your particular circumstances, in particular if you are in any doubt about your own taxation position or you are subject to taxation in a jurisdiction other than the United Kingdom or South Africa.
The Independent Mediclinic Directors, who have been so advised by Morgan Stanley and UBS as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their advice to the Independent Mediclinic Directors, Morgan Stanley and UBS have taken into account the commercial assessments of the Independent Mediclinic Directors. Morgan Stanley and UBS are providing independent financial advice to the Independent Mediclinic Directors for the purposes of Rule 3 of the Takeover Code.
The Independent Mediclinic Directors consider that the terms of the Acquisition are in the best interests of Mediclinic Shareholders as a whole. Accordingly, the Independent Mediclinic Directors unanimously recommend that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that Mediclinic Shareholders vote in favour of the Special Resolution to be proposed at the General Meeting, as the Independent Mediclinic Directors who hold Mediclinic Shares have irrevocably undertaken to do in respect of their own beneficial holdings, totalling, in aggregate, 300,030 Mediclinic Shares representing, in aggregate, approximately 0.041 per cent. of the share capital of Mediclinic and 0.073 per cent. of the Scheme Shares, in each case as at the Latest Practicable Date.
Your attention is drawn to further information contained in Part II (Explanatory Statement), Part III (Conditions to the Implementation of the Scheme and to the Acquisition), Part IV (The Scheme of Arrangement) and Part VIII (Additional Information on Mediclinic, Bidco and the Consortium) of this Document which provides further details concerning the Scheme.
You are advised to read the whole of this Document and the accompanying Forms of Proxy and not just rely on the summary information contained in this letter or the Explanatory Statement.
Yours faithfully,
Dame Inga Beale Chair Mediclinic International plc
(in compliance with section 897 of the Companies Act)
25 Cabot Square Canary Wharf London E14 4QA
5 Broadgate London EC2M 2QS
Tuesday 30 August 2022
To the holders of Mediclinic Shares and, for information only, to holders of awards under the Mediclinic Share Plans and persons with information rights
Dear Shareholder,
On 4 August 2022, the board of directors of Mediclinic (excluding the Remgro representative), Remgro and SAS announced that they had reached agreement on the terms and conditions of a recommended cash acquisition pursuant to which Bidco proposes to acquire the entire issued and to be issued share capital of Mediclinic, other than the 328,497,888 Mediclinic Shares already owned by the Relevant Remgro Subsidiaries (representing approximately 44.56 per cent. of Mediclinic's issued share capital as at the Latest Practicable Date). Bidco is a newly incorporated company registered in England and Wales, formed on behalf of, and jointly owned by, the Consortium. The Acquisition is intended to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.
The Scheme requires, among other things, the approval of Scheme Shareholders at the Court Meeting and Mediclinic Shareholders at the General Meeting as well as the sanction of the Court.
Your attention is drawn to the letter set out in Part I (Letter from the Chair of Mediclinic) of this Document, which forms part of this Explanatory Statement. The letter contains, among other things, (i) the Independent Mediclinic Directors' unanimous recommendation that Mediclinic Shareholders vote in favour of the Scheme at the Court Meeting and the Special Resolution proposed at the General Meeting, and (ii) information on the background to, and reasons for giving the above recommendation.
The Independent Mediclinic Directors have been advised by Morgan Stanley and UBS in connection with the financial terms of the Acquisition. We have been authorised by the Independent Mediclinic Directors to write to you to explain the terms of the Acquisition and to provide you with other relevant information. Morgan Stanley and UBS are providing independent financial advice to the Independent Mediclinic Directors for the purposes of Rule 3 of the Takeover Code.
This Part II (Explanatory Statement) contains a summary of the terms of the Scheme, while the terms of the Scheme are set out in full in Part IV (The Scheme of Arrangement) of this Document. For overseas holders of Mediclinic Shares, your attention is drawn to Part VII (Additional Information for Overseas Shareholders), which forms part of this Explanatory Statement.
Statements made or referred to in this letter regarding Bidco's reasons for the Acquisition, information concerning the businesses of Bidco and the Consortium, the financial effects of the Acquisition on Bidco and/or intentions or expectations of or concerning Bidco reflect the views of the Bidco Board.
Statements made or referred to in this letter regarding the background to and reasons for the recommendation of the Independent Mediclinic Directors, information concerning the business of the Mediclinic Group and/or intentions or expectations of or concerning the Mediclinic Group prior to completion of the Acquisition, reflect the views of the Independent Mediclinic Directors.
Under the terms of the Acquisition, which is subject to the Conditions and further terms set out in Part III (Conditions to the Implementation of the Scheme and to the Acquisition) of this Document, Scheme Shareholders at the Scheme Record Time shall be entitled to receive:
As envisaged in the announcement issued on 4 August 2022, this Consideration reflects a reduction of 3 pence per Scheme Share to the Acquisition Price of 504 pence per Scheme Share, following the payment on 26 August 2022 to Mediclinic Shareholders on the register of members of the Company on 5 August 2022 of the FY22 Final Dividend (announced by Mediclinic on 25 May 2022 and which was approved at the Mediclinic annual general meeting on 28 July 2022) of 3 pence per Mediclinic Share.
The Acquisition Price of 504 pence, comprising the Consideration of 501 pence per Scheme Share and the FY22 Final Dividend, values the entire issued and to be issued ordinary share capital of Mediclinic at approximately £3.7 billion and an implied enterprise value of approximately £6.1 billion and represents:
As noted above, Mediclinic Shareholders on the register of members of the Company on 5 August 2022 have, since the date of the 2.7 Announcement, received and are entitled to retain the FY22 Final Dividend of 3 pence per Mediclinic Share announced by Mediclinic on 25 May 2022. Accordingly, the Acquisition Price has been reduced by 3 pence per Scheme Share.
As set out more fully in paragraph 3 of Part II (Explanatory Statement) of this Document, if any further dividend, distribution or other return of value (other than the FY22 Final Dividend) is declared, made or paid or becomes payable by Mediclinic on or after the date of the 2.7 Announcement and before the Effective Date, Bidco reserves the right to reduce the Consideration by an amount up to the amount of such dividend, distribution or other return of value. In such circumstances, eligible Mediclinic Shareholders shall be entitled to retain any such dividend, distribution or other return of value declared, made or paid, and any reference in this Document to the Consideration payable under the Scheme shall be deemed to be a reference to the Consideration as so reduced.
Information relating to the background to and reasons for the Independent Mediclinic Directors' recommendation of the Acquisition is set out in paragraph 5 of Part I (Letter from the Chair of Mediclinic) of this Document.
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.
As at 30 June 2022, Mediclinic comprised 74 hospitals, five subacute hospitals, two mental health facilities, 20 day case clinics and 23 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 operations included seven hospitals, two day case clinics and 23 outpatient clinics with around 1,000 inpatient beds in the UAE. In addition, under management contract, the Middle East operations are expected to open a 200-bed hospital in the Kingdom of Saudi Arabia in 2023.
Mediclinic also holds, as at the Latest Practicable Date, a 29.7 per cent. interest in Spire Healthcare Group plc, a leading private healthcare group based in the United Kingdom and listed on the London Stock Exchange.
Mediclinic's primary listing is on the London Stock Exchange, with secondary listings on the Johannesburg Stock Exchange and the Namibian Stock Exchange.
Remgro (acting through the Relevant Remgro Subsidiaries) and MSC (acting through its wholly-owned subsidiary SAS Shipping Agencies Services S.à r.l.) are joint offerors with respect to the Acquisition.
Following completion of the Acquisition, Bidco will be owned in the following proportions: (i) the Relevant Remgro Subsidiaries will, in aggregate, own 50 per cent. of Bidco; and (ii) SAS will own 50 per cent. of Bidco.
Bidco has not traded since incorporation, nor has it entered into any obligations, other than in connection with the implementation and financing of the Acquisition.
The current directors of Bidco are Jannie Durand (with Stefan Crouse appointed as his alternate) and Hugues Favard.
Remgro is a diversified investment holding company listed on the Johannesburg Stock Exchange. Remgro was established in the 1940s by the late Dr AE Rupert, and now holds investments in the healthcare, consumer products, financial services, infrastructure, industrial and media industries. The Relevant Remgro Subsidiaries, being wholly-owned subsidiaries of Remgro, currently hold 328,497,888 Mediclinic Shares (representing approximately 44.56 per cent. of Mediclinic's issued share capital as at the Latest Practicable Date).
SAS is a private limited company registered in Luxembourg and is an indirect, wholly-owned subsidiary of MSC. SAS holds the MSC group's agencies network, container terminals and logistics businesses. As at and for the financial year ended 31 December 2021, SAS and its subsidiaries reported revenue of USD7.3 billion on a consolidated basis.
The MSC group is a global business engaged in the shipping, terminals, logistics and cruises sector. Present in 155 countries, the MSC group facilitates international trade between the world's major economies, and among emerging markets across all continents. Founded in 1970 and headquartered in Geneva, Switzerland, since 1978, MSC is a privately-owned organisation controlled by the Aponte family.
Following the Scheme becoming Effective, the earnings, assets and liabilities of the Mediclinic Group would be consolidated into the earnings, assets and liabilities of the Bidco Group. The earnings, assets and liabilities of the Bidco Group would thereby be increased.
The cash Consideration payable to Scheme Shareholders under the Acquisition will be financed by equity to be invested in Bidco by Remgro and SAS from their existing resources. Nomura, acting as financial adviser to the Consortium, is satisfied that sufficient resources are available to Bidco to enable it to satisfy in full the cash Consideration payable to Scheme Shareholders under the terms of the Acquisition.
The Relevant Remgro Subsidiaries, SAS and Bidco have entered into the Subscription and Rollover Agreement, pursuant to which: (i) the Relevant Remgro Subsidiaries have agreed to sell their Mediclinic Shares to Bidco in exchange for shares in Bidco; and (ii) Remgro Healthcare Holdings Proprietary Limited and SAS have agreed to fund Bidco by way of equity to enable Bidco to satisfy the cash Consideration payable to Scheme Shareholders under the Acquisition. Upon completion of the Acquisition, Remgro (indirectly via the Relevant Remgro Subsidiaries) and SAS will each own 50 per cent. of Bidco.
The Mediclinic Group operates the Mediclinic Share Plans to reward and retain its employees.
Participants in the Mediclinic Share Plans will be contacted separately on or around the date of this Document regarding the effect of the Scheme on their rights under the Mediclinic Share Plans and with the details of the arrangements applicable to them. A summary of the effect of the Scheme on outstanding awards is set out below. In the event of any conflict between the summary set out below and the rules of the relevant Mediclinic Share Plan, the Mediclinic Directors' remuneration policy (where applicable) and/or the communications to participants in the Mediclinic Share Plans regarding the effect of the Scheme on their rights under the Mediclinic Share Plans and the details of the arrangements applicable to them (the "Share Plan Notices"), the rules of the relevant Mediclinic Share Plan, the Mediclinic Directors' remuneration policy (where applicable) or the terms of the Share Plan Notices (as the case may be) will prevail over the summary.
The Scheme will apply to any Mediclinic Shares which are unconditionally allotted, issued or transferred to satisfy the vesting of awards under the Mediclinic Share Plans before the Scheme Record Time. Any Mediclinic Shares issued or transferred to satisfy the vesting of awards under the Mediclinic Share Plans on or after the Scheme Record Time will, subject to the Scheme becoming Effective and the proposed amendments to the Articles of Association being approved at the General Meeting, be transferred to Bidco in exchange for the same consideration as Scheme Shareholders will be entitled to receive under the Scheme.
Further information in respect of the proposed amendments to the Articles of Association is contained in the Notice of General Meeting at Part XI (Notice of General Meeting) of this Document.
LTI Awards granted under the Long Term Incentive Plan and/or the Omnibus Share Plan which would not otherwise vest prior to the Court Sanction Date will (in consequence of the Acquisition and in accordance with participants' contractual rights under the Long Term Incentive Plan and/or the Omnibus Share Plan, as applicable) vest early on the Court Sanction Date. The Mediclinic Remuneration Committee will, at its sole discretion, determine the extent to which LTI Awards vest, taking into account the extent to which applicable performance targets have been satisfied. The Mediclinic Remuneration Committee may also determine that the LTI Awards will not be subject to any time pro-rating reduction. Discretion as to whether or not to apply time pro-rating will be exercised on or shortly before the Court Sanction Date, along with the assessment of the extent to which applicable performance targets have been achieved (in each case, except to the extent that the performance period applicable to any LTI Awards has already been completed and performance has already been assessed prior to the Court Sanction Date). The Mediclinic Remuneration Committee has discretion under the rules of the Long Term Incentive Plan and the Omnibus Share Plan to settle LTI Awards in cash. To the extent any LTI Award does not vest on the Court Sanction Date as a result of the application of time pro-rating, or the testing of achievement against performance targets, it shall lapse.
Deferred Bonus Awards granted under the Deferred Bonus Plan and/or Omnibus Share Plan which would not otherwise vest prior to the Court Sanction Date will (in consequence of the Acquisition and in accordance with participants' contractual rights under the Deferred Bonus Plan and/or the Omnibus Share Plan, as applicable) vest early in full on the Court Sanction Date. The Mediclinic Remuneration Committee has discretion under the Deferred Bonus Plan and the Omnibus Share Plan to settle Deferred Bonus Awards in cash.
Details of the interests of the Mediclinic Directors in the issued share capital of Mediclinic and Remgro and awards in respect of such share capital, are set out in Part VIII (Additional Information on Mediclinic, Bidco and the Consortium) of this Document. Scheme Shares held by the Mediclinic Directors at the Scheme Record Time will be subject to the Scheme.
The Mediclinic Directors have irrevocably undertaken to vote in favour of the Scheme at the Court Meeting and the Special Resolution proposed at the General Meeting (and, if the Acquisition is subsequently structured as a Takeover Offer, to accept any Takeover Offer made by Bidco in accordance with the terms of the irrevocable undertakings) in respect of those Mediclinic Shares that they beneficially own. These irrevocable undertakings also extend to any shares acquired by the Mediclinic Directors as a result of allocation of Mediclinic Shares and the vesting of awards under the Mediclinic Share Plans. Further details of these irrevocable undertakings, including the circumstances in which they cease to be binding, are set out in paragraph 5 of in Part VIII (Additional Information on Mediclinic, Bidco and the Consortium) of this Document.
Particulars of the service agreements (including termination provisions) and letters of appointment of the Mediclinic Directors are set out in paragraph 6 of Part VIII (Additional Information on Mediclinic, Bidco and the Consortium) of this Document.
It is intended that, upon completion of the Acquisition the non-executive directors of Mediclinic, excluding Jannie Durand (who is the Chief Executive Officer of Remgro) and his alternate director Pieter Uys (who is a member of the Management Board of Remgro), will resign and from that point will cease to be directors of Mediclinic.
In common with the other participants in the Mediclinic Share Plans, the Mediclinic Directors who hold awards under the Mediclinic Share Plans will be able to receive Mediclinic Shares under such awards (or a cash equivalent), to the extent that such awards vest prior to lapsing.
Save as set out above, the effect of the Scheme on the interests of Mediclinic Directors does not differ from its effect on the like interests of any other Mediclinic Shareholder.
The Acquisition is to be implemented by means of a Court-sanctioned scheme of arrangement between Mediclinic and the Scheme Shareholders who are on the register of members of Mediclinic at the Scheme Record Time, under Part 26 of the Companies Act. This procedure requires approval by Scheme Shareholders at the Court Meeting and Mediclinic Shareholders at the General Meeting, and sanction of the Scheme by the Court. The Scheme is set out in full in Part IV (The Scheme of Arrangement) of this Document.
The purpose of the Scheme is to provide for Bidco to become the holder of the entire issued and to be issued share capital of Mediclinic not already directly or indirectly owned by the Relevant Remgro Subsidiaries. This is to be achieved by transferring the Scheme Shares held by Scheme Shareholders as at the Scheme Record Time to Bidco, in consideration for which Bidco will pay cash to Scheme Shareholders (at the Scheme Record Time) on the basis set out in paragraph 2 of this Part II (Explanatory Statement). Any Mediclinic Shares held by or on behalf of the Bidco Group are excluded from the Scheme, along with the 328,497,888 Mediclinic Shares owned by the Relevant Remgro Subsidiaries.
The Scheme will require the approval of Scheme Shareholders at the Court Meeting and Mediclinic Shareholders at the separate General Meeting, both of which will be held on Monday 26 September 2022 at The Auditorium, UBS Investment Bank, 5 Broadgate, London, EC2M 2QS. The Court Meeting is being held with the permission of the Court to seek the approval of Scheme Shareholders for the Scheme. The General Meeting is being convened to seek the approval of Mediclinic Shareholders to enable the Mediclinic Directors to implement the Scheme and to amend the Articles of Association as described below.
Notices of both the Court Meeting and the General Meeting are set out in Part X (Notice of Court Meeting) and Part XI (Notice of General Meeting), respectively, of this Document. Entitlement to attend and vote at these Meetings and the number of votes which may be cast thereat will be determined by reference to the register of members of Mediclinic at the Voting Record Time.
Any changes to the arrangements for the Court Meeting and the General Meeting will be communicated to Scheme Shareholders and Mediclinic Shareholders before the Meetings, through Mediclinic's website https://investor.mediclinic.com/regulatory-news/offer-mediclinic-international-plc and by announcement through a Regulatory Information Service and corresponding publication on SENS.
Upon the Scheme becoming Effective, it will be binding on all Scheme Shareholders holding Scheme Shares at the Scheme Record Time, irrespective of whether or not they attended or voted in favour of, or against, the Scheme at the Court Meeting or in favour of, or against, or abstained from voting on the Special Resolution at the General Meeting.
Any Mediclinic Shares which Bidco may acquire prior to the Court Meeting or the General Meeting (and any Mediclinic Shares which any member of the Bidco Group (or its nominees) holds at the date of the Court Meeting or General Meeting) are not Scheme Shares and therefore no member of the Bidco Group (or its nominees) is entitled to vote at the Court Meeting in respect of the Mediclinic Shares held or acquired by it. Each such member of the Wider Bidco Group will undertake to be bound by the Scheme.
The Mediclinic Shares owned or controlled by the Relevant Remgro Subsidiaries are not Scheme Shares and will not be acquired by Bidco pursuant to the Acquisition, but will be acquired by Bidco pursuant to the Subscription and Rollover Agreement. The Relevant Remgro Subsidiaries will not be permitted to vote such Mediclinic Shares at the Court Meeting, but will be permitted to vote such Mediclinic Shares at the General Meeting.
Visio Fund Management (Pty) Ltd is a concert party of Bidco (as such term is defined in the Takeover Code). However, any Mediclinic Shares owned or controlled by Visio will be Scheme Shares. Visio has undertaken to Bidco that it will not vote at the Court Meeting in relation to any Restricted Shares (see paragraph 3.2 of Part VIII (Additional Information on Mediclinic, Bidco and the Consortium) for further information).
The Court Meeting has been convened with the permission of the Court for 12:00 p.m. (London time) (1:00 p.m. SAST) on Monday 26 September 2022 for Scheme Shareholders on the register of members of Mediclinic as at the Voting Record Time to consider and, if thought fit, approve the Scheme.
At the Court Meeting, voting will be by poll and each Scheme Shareholder present in person or by proxy will be entitled to one vote for each Scheme Share held as at the Voting Record Time. The approval required at the Court Meeting is a simple majority in number of those Scheme Shareholders present and voting (and entitled to vote) in person or by proxy, representing 75 per cent. or more in value of the Scheme Shares voted by such Scheme Shareholders.
It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of opinion of Scheme Shareholders. Whether or not you intend to attend and/or vote at the Meetings, you are therefore strongly encouraged to sign and return your Forms of Proxy (together with any power of attorney or other authority, if any, under which it is signed, or a duly certified copy thereof) to the UK Registrar or the South African Registrar (as applicable) or, in the case of Mediclinic Shares held on the UK Register, transmit a proxy appointment and voting instruction online through the website of the UK Registrar at www.investorcentre.co.uk/eproxy or, in the case of Mediclinic Shares held through CREST, via the CREST system as soon as possible.
The completion and return of the Forms of Proxy to the UK Registrar or the South African Registrar (as applicable) (or, in the case of Mediclinic Shares held on the UK Register, transmission of a proxy appointment or voting instruction online through the website of the UK Registrar at www.investorcentre.co.uk/eproxy or, in the case of Mediclinic Shares held through CREST, via CREST) will not prevent you from attending, asking questions and voting (and/or, in the case of the Court Meeting, raising any objections) at the Court Meeting or the General Meeting, if you are entitled to and wish to do so.
If the BLUE Form of Proxy for the Court Meeting (together with any power of attorney or other authority, if any, under which it is signed, or a duly certified copy thereof) is not lodged by 12:00 p.m. (London time) (1:00 p.m. SAST) on Thursday 22 September 2022, it may be: (i) scanned and emailed to either (as applicable) the UK Registrar at the following email address: #[email protected] or the South African Registrar at the following email address: [email protected]; or (ii) presented in person to the Computershare representative who will be present at the Court Meeting, at any time prior to the commencement of the Court Meeting (or any adjournment thereof). In the case of the General Meeting, if the YELLOW Form of Proxy for the General Meeting (together with any power of attorney or other authority, if any, under which it is signed, or a duly certified copy thereof) is not lodged by 12:15 p.m. (London time) (1:15 p.m. SAST) on Thursday 22 September 2022 it will be invalid.
In addition, the General Meeting has been convened for the same date (to be held at 12:15 p.m. (London Time) (1:15 p.m. SAST) or as soon thereafter as the Court Meeting concludes or is adjourned) to consider and, if thought fit, pass the Special Resolution to authorise the Mediclinic Directors to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect and amend the Articles of Association in the manner described below.
Voting at the General Meeting will be by poll and each Mediclinic Shareholder present in person or by proxy will be entitled to one vote for each Mediclinic Share held as at the Voting Record Time. The approval required for the Special Resolution to be passed is at least 75 per cent. of the votes cast on such resolution (in person or by proxy).
Mediclinic will announce the details of the votes at each Meeting as required under the Takeover Code through a Regulatory Information Service, and corresponding publication on SENS, as soon as practicable after the conclusion of the Meetings.
Under the Companies Act, the Scheme requires the sanction of the Court. The hearing by the Court to sanction the Scheme is currently expected to be held, following the Meetings, on a date which is no more than 21 days after the satisfaction (or, if applicable, waiver) of the Conditions (other than Condition 2.3) set out in Part III (Conditions to the Implementation of the Scheme and to the Acquisition) of this Document and, in any event, prior to the Longstop Date.
The Scheme shall lapse if:
provided however that the deadlines for the timing of the Court Meeting, the General Meeting and the Scheme Court Hearing as set out above may be waived by Bidco, and the deadline for the Scheme to become Effective may be extended by agreement between Bidco and Mediclinic (with the Panel's consent and as the Court may approve (if such approval(s) is/are required)).
Following sanction of the Scheme by the Court, the Scheme will become Effective in accordance with its terms upon a copy of the Court Order being delivered to the Registrar of Companies. This is presently expected to occur one UK Business Day after the date of the Scheme Court Hearing, subject to satisfaction (or, where applicable, waiver) of the Conditions. Subject to satisfaction (or waiver, where applicable) of the Conditions, the Scheme is expected to become Effective in the first quarter of 2023.
Mediclinic and/or Bidco will make an announcement through a Regulatory Information Service, and corresponding publication on SENS, as soon as practicable following the Scheme becoming Effective.
Upon the Scheme becoming Effective, it will be binding on all Scheme Shareholders holding Scheme Shares at the Scheme Record Time, irrespective of whether or not they attended or voted in favour of, or against, the Scheme at the Court Meeting or in favour of, or against, or abstained from voting on the Special Resolution at the General Meeting.
If the Scheme does not become Effective by the Longstop Date or such later date, if any, as may be agreed in writing by Bidco and Mediclinic (with the Panel's consent and as the Court may approve (if such approval(s) is/are required)), the Scheme will never become Effective.
It is proposed, in the Special Resolution, to amend Mediclinic's Articles of Association to ensure that any Mediclinic Shares issued to satisfy awards under the Mediclinic Share Plans or otherwise between the time at which the Special Resolution is passed and the Scheme Record Time will be subject to the Scheme. It is also proposed to amend Mediclinic's Articles of Association so that any Mediclinic Shares issued or transferred to any person other than Bidco or its nominee(s) on or after the Scheme Record Time will be automatically transferred to Bidco (and, where applicable, for consideration to be paid to the transferee or the original recipient of the Mediclinic Shares so issued) on the same terms as under the Scheme (other than terms as to timing and formalities). This will avoid any person (other than Bidco or its nominee(s)) holding Mediclinic Shares after the Scheme becomes Effective.
The Special Resolution is set out in the notice of General Meeting in Part XI (Notice of General Meeting) of this Document and seeks the approval of Mediclinic Shareholders for such amendments.
Mediclinic Shareholders on the register of members (including Certificated SA Shareholders and Underlying SA or Namibian Shareholders with "own name" registration)
Each Mediclinic Shareholder who is entered in Mediclinic's register of members at the Voting Record Time (expected to be 6:30 p.m. (London time) (7:30 p.m. SAST) on Thursday 22 September 2022) will be entitled to attend and vote (in person or by proxy) on all resolutions to be put to the General Meeting and Court Meeting respectively. The last date to trade on the JSE and the NSX to be entitled to participate at the Meetings is Tuesday 20 September 2022. If either Meeting is adjourned, only those Mediclinic Shareholders on the register of members at 6:30 p.m. (London time) (7:30 p.m. SAST) on the day which is two UK Business Days before the adjourned Meeting will be entitled to attend (in person or by proxy). Each eligible Mediclinic Shareholder is entitled to appoint a proxy or proxies to attend and, on a poll, to vote instead of him or her. A proxy need not be a Mediclinic Shareholder.
The completion and return of the Forms of Proxy to the UK Registrar or the South African Registrar (as applicable) (or, in the case of Mediclinic Shares held on the UK Register, transmission of a proxy appointment or, voting instruction online through the website of the UK Registrar at www.investorcentre.co.uk/eproxy or, in the case of Mediclinic Shares held through CREST, via the CREST system) will not prevent you from attending and voting at the Court Meeting or the General Meeting if you are entitled to and wish to do so.
Underlying SA or Namibian Shareholders whose entitlement to Mediclinic Shares is held in uncertificated form through the Strate system without "own name" registration and who wish to provide voting instructions for (but not attend in person) the Meetings or any adjournments thereof should, within the time period required by their CSDP or Broker or as stipulated by the terms of the custody agreement entered into between the relevant Underlying SA or Namibian Shareholder and their CSDP or Broker, provide their CSDP or Broker with their voting instructions in accordance with the terms of such custody agreement. Any such Underlying SA or Namibian Shareholders who wish to attend one or both of the Meetings in person should, in accordance with the timeframe and other terms of the custody agreement entered into between the relevant Underlying SA or Namibian Shareholder and their CSDP or Broker, contact their CSDP or Broker to obtain a letter of representation to enable them to do so.
If the relevant CSDP or Broker does not obtain voting instructions from such Underlying SA or Namibian Shareholder, or, if requested to do so, provide them with letters of representation, then the CSDP or Broker will be obliged to vote in accordance with any instructions which may be contained in the custody agreement entered into between the relevant Underlying SA or Namibian Shareholder and the CSDP or Broker.
If you are in any doubt as to whether or not you are permitted to vote at the Meetings (in person or by proxy):
Different charges may apply to calls from mobile telephones. Please note that calls may be monitored or recorded and the Shareholder Helpline cannot provide advice on the merits of the Acquisition or the Scheme or give any financial, legal or tax advice.
Underlying SA or Namibian Shareholders holding Mediclinic Shares in uncertificated form through the Strate system without "own name" registration and who have any questions must contact their respective CSDPs or Brokers holding Mediclinic Shares on their behalf.
The Scheme contains a provision for Mediclinic and Bidco jointly to consent (on behalf of all persons concerned) to any modification of, or addition to, the Scheme or to any condition which the Court may approve or impose. The Court would be unlikely to approve or impose any modification of, or addition or condition to, the Scheme which might be material to the interests of Scheme Shareholders unless Scheme Shareholders were informed of any such modification, addition or condition. It would be for the Court to decide, in its discretion, whether or not a further meeting of Scheme Shareholders should be held in those circumstances for the purpose of approving any such modification, addition or condition.
The Acquisition and, accordingly, the Scheme is subject to the Conditions and further terms set out below and in Part III (Conditions to the Implementation of the Scheme and to the Acquisition) of this Document and shall only become Effective, if, among other things, the following events occur on or before 11.59 p.m. on the Longstop Date:
The Scheme will require approval by Scheme Shareholders at the Court Meeting and Mediclinic Shareholders at the General Meeting and the sanction of the Court at the Scheme Court Hearing. The Meetings and the nature of the approvals required to be given at them are described in more detail in paragraph 11 of this Part II (Explanatory Statement). All Mediclinic Shareholders are entitled to attend the Scheme Court Hearing in person or through representation to support or oppose the sanctioning of the Scheme.
The Scheme can become Effective only if all Conditions to the Scheme, including shareholder approvals and the sanction of the Court, have been satisfied (unless, where applicable, the relevant Condition is waived). The Scheme will become Effective upon a copy of the Court Order being delivered to the Registrar of Companies. This is expected to occur in the first quarter of 2023. Unless the Scheme becomes Effective by the Longstop Date or such later date, if any, as may be agreed in writing by Bidco and Mediclinic (with the Panel's consent and as the Court may approve (if such approval(s) are required)) the Scheme will not become Effective and the Acquisition will not proceed.
If any of Conditions 2.1 to 2.3 (inclusive) set out in Part III (Conditions to the Implementation of the Scheme and to the Acquisition) of this Document is not capable of being satisfied by the date specified therein, Bidco shall make an announcement through a Regulatory Information Service as soon as practicable and in any event by no later than 8.00 a.m. (London time) on the UK Business Day following the date so specified (and shall make a corresponding publication on SENS), stating whether Bidco has invoked that Condition, (where applicable) waived that Condition or, with the agreement of Mediclinic (with the Panel's consent and as the Court may approve (if such consent(s) or approval(s) is/are required)), specified a new date by which that Condition must be satisfied.
Bidco has reserved the right to elect (with the consent of the Panel and subject to and in accordance with the terms of the Co-operation Agreement) to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued share capital of Mediclinic (other than the Mediclinic Shares owned by the Relevant Remgro Subsidiaries) as an alternative to the Scheme, in which case additional documents will be required to be sent to Mediclinic Shareholders. In such event, the Takeover Offer shall be implemented on the same terms, so far as applicable, and subject to the terms of the Co-operation Agreement, as those which would apply to the Scheme, subject to appropriate amendments, including (without limitation) the inclusion of an acceptance condition set (subject to the Co-operation Agreement) at a level permitted by the Panel and any amendments required in connection with the delisting of Mediclinic as contemplated in paragraph 14 of this Part II (Explanatory Statement). In the event that the Acquisition is implemented by way of a Takeover Offer, the acceptance condition shall not be capable of being satisfied until all of the other conditions to the Takeover Offer have either been satisfied or (if capable of waiver) waived.
Remgro, MSC and Mediclinic entered into the Confidentiality Agreement dated 11 July 2022 pursuant to which Remgro and MSC have undertaken to (i) keep confidential information relating to, inter alia, the Acquisition and Mediclinic and not to disclose it to third parties (other than to certain permitted parties) unless required by law or regulation; and (ii) use the confidential information only in connection with the consideration, negotiation and implementation of the Acquisition.
These confidentiality obligations shall remain in force until the earlier to occur of: (i) the date following 36 months from the date of the Confidentiality Agreement; and (ii) completion of the Acquisition. Remgro and MSC also agreed to certain standstill undertakings, all of which ceased to apply upon the release of the 2.7 Announcement.
The agreement also includes customary non-solicitation obligations on Remgro and MSC and their respective affiliates.
Remgro, MSC and Mediclinic and their respective external legal counsels have entered into the Joint Defence Agreement dated 3 August 2022, the purpose of which is to ensure that the exchange and/or disclosure of certain materials relating to the parties and, in particular, the antitrust and regulatory workstream only takes place between their respective external legal counsels and external experts, and does not diminish in any way the confidentiality of such materials and does not result in a waiver of privilege, right or immunity that might otherwise be available.
Remgro and SAS have entered into the Bid Conduct Agreement dated 4 August 2022, pursuant to which they have agreed certain principles in accordance with which they intend to co-operate in respect of the Acquisition. The terms of the Bid Conduct Agreement include an agreement by both Remgro and SAS not to tender into, accept or vote in favour of any competing proposal with respect to Mediclinic.
Bidco, Remgro, SAS and Mediclinic have entered into the Co-operation Agreement dated 4 August 2022. Pursuant to the Co-operation Agreement, Bidco, Remgro, SAS and Mediclinic have, amongst other things, each agreed to: (i) co-operate in relation to obtaining any approvals, consents, clearances, determinations, permissions, confirmations and waivers as may need to be obtained, and the making of all applications and filings as may be necessary, from or under the law, regulations or practices applied by any applicable regulatory authority in connection with the Acquisition; and (ii) in respect of Bidco, Remgro and SAS only, use all reasonable endeavours to ensure the satisfaction of the Conditions set out in paragraphs 3(A) to 3(G) (inclusive) of Part III (Conditions to the Implementation of the Scheme and to the Acquisition) of this Document as soon as is reasonably practicable (and, in any event, in sufficient time so as to enable the Effective Date to occur prior to the Longstop Date). In addition, Bidco, Remgro and SAS have given certain undertakings and acknowledgements in relation to the Mediclinic Share Plans and employees of Mediclinic, including with regard to the maintenance of compensation and benefits for 12 months following the Effective Date.
The Co-operation Agreement also records the intentions of Bidco, Remgro, SAS and Mediclinic to implement the Acquisition by way of a Scheme, subject to Bidco having the right to implement the Acquisition by way of a Takeover Offer in certain circumstances.
The Co-operation Agreement will terminate in certain customary circumstances, including but not limited to: (i) upon service of written notice by any party to the other parties if the Acquisition is withdrawn, terminated or lapses; (ii) if a competing offer completes, becomes effective or is declared unconditional; (iii) upon service of written notice by any party to the other parties if prior to the Longstop Date any Condition which has not been waived is (or becomes) incapable of satisfaction by Bidco; (iv) if Bidco serves notice on Mediclinic after the Independent Mediclinic Directors withdraw their recommendation of the Acquisition; (v) if the Scheme does not become Effective in accordance with its terms by the Longstop Date; and (vi) otherwise as agreed between Bidco, Remgro, SAS and Mediclinic.
The Relevant Remgro Subsidiaries, SAS and Bidco have entered into the Shareholders' Agreement dated 4 August 2022 in relation to Bidco, which includes provisions governing: (i) the terms on which the Relevant Remgro Subsidiaries and SAS will hold their shares in Bidco following the Effective Date; and (ii) certain other matters relating to the governance of Bidco and the Mediclinic Group following the Effective Date.
Under the terms of the Shareholders' Agreement, the Relevant Remgro Subsidiaries (acting together) and SAS will each be entitled to appoint three directors to the Bidco board. Certain activities by Bidco and the Mediclinic Group will require unanimous director approval or shareholder approval, including (among other matters): (i) approval of the business plan and budget; (ii) any major investment, acquisitions or capital expenditure; (iii) entry into any related party transactions; (iv) amendments to constitutional documents; (v) any material change to the nature, scale and/or scope of the Mediclinic business; and (vi) any changes to the share capital of any member of the Mediclinic Group. The Shareholders' Agreement also contains customary restrictions on transfers of shares and exit provisions.
On 16 September 2021, Mediclinic Finance Corporation Proprietary Limited ("Finco"), Mediclinic Properties Proprietary Limited ("Propco") entered into a Common Terms Agreement with, amongst others, FirstRand Bank Limited (acting through its Rand Merchant Bank division), Absa Bank Limited (acting through its Corporate and Investment Banking division) and The Standard Bank of South Africa Limited (acting through its Corporate and Investment Banking division) (the "Common Terms Agreement"). The Common Terms Agreement sets out certain provisions in respect of bank credit facilities (the "Bank Credit Facilities") made available to Finco and Propco.
The Common Terms Agreement states that it will be a mandatory prepayment and cancellation event (amongst other events) in respect of each Bank Credit Facility if the following occurs:
(such mandatory prepayment and cancellation events being the "Relevant Mandatory Prepayment and Cancellation Events").
Prior to the Scheme becoming Effective, it is intended that an application will be made for the cancellation of admission to trading in the Mediclinic Shares on the London Stock Exchange's Main Market for listed securities and for the cancellation of the listing of Mediclinic Shares on the premium listing segment of the Official List of the London Stock Exchange, in each case to take effect following the Effective Date. Furthermore, it is intended that upon the Scheme becoming Effective, subject to the approval of the Executive Committee of the JSE, the JSE will initiate the termination of the secondary listing of Mediclinic Shares on the Main Board of the JSE, in terms of paragraphs 1.12 and 1.13 of the JSE Listings Requirements, to take effect following the Effective Date, on the basis that Mediclinic will no longer comply with the public spread provisions pursuant to paragraph 4.28(e) of the JSE Listings Requirements. Accordingly, unless waived by the relevant counterparties to the Common Terms Agreement, the Relevant Mandatory Prepayment and Cancellation Events would be triggered shortly following the Effective Date.
Under the terms of a waiver letter dated 3 August 2022 between Mediclinic Southern Africa Proprietary Limited (in its capacity as obligors' agent under the Common Terms Agreement) and FirstRand Bank Limited (in its capacity as facility agent), the lenders in respect of each of the Bank Credit Facilities have agreed to waive the requirement for the Bank Credit Facilities to be mandatorily prepaid and cancelled pursuant to the Relevant Mandatory Prepayment and Cancellation Events. This waiver is subject to the following conditions:
Prior to the Scheme becoming Effective, it is intended that an application will be made for the cancellation of admission to trading of the Mediclinic Shares on the London Stock Exchange's Main Market for listed securities and for the cancellation of the listing of Mediclinic Shares on the premium listing segment of the Official List of the London Stock Exchange, in each case to take effect following the Effective Date. The last day of dealings in Mediclinic Shares on the London Stock Exchange's Main Market for listed securities is expected to be the UK Business Day immediately prior to the Effective Date and no transfers shall be registered after 6:00 p.m. on that date.
It is further intended that upon the Scheme becoming Effective, subject to the approval of the Executive Committee of the JSE, the JSE will initiate the termination of the secondary listing of Mediclinic Shares on the Main Board of the JSE, in terms of paragraphs 1.12 and 1.13 of the JSE Listings Requirements, to take effect following the Effective Date, on the basis that Mediclinic will no longer comply with the public spread provisions pursuant to paragraph 4.28(e) of the JSE Listings Requirements. The delisting of Mediclinic Shares on the NSX will occur simultaneously with the termination of the listing and trading of such shares from the JSE. The last day of dealings in Mediclinic Shares on the Main Board of the JSE and the NSX is expected to be the SA Business Day immediately prior to the Effective Date, and the trading of Mediclinic Shares will be suspended on the JSE and the NSX from commencement of trade on the Effective Date.
Mediclinic Shareholders are advised that in terms of the JSE Listings Requirements, in order for the JSE to provide its approval for the termination of the listing and trading of the Mediclinic Shares on the JSE, approval from FinSurv must be obtained. In this regard, an application has been submitted to FinSurv on behalf of Mediclinic.
It is also proposed that, following the Effective Date, Mediclinic shall be re-registered as a private limited company.
Subject to the Acquisition becoming Effective (and except as provided in Part VII (Additional Information for Overseas Shareholders) of this Document in relation to certain overseas Mediclinic Shareholders), settlement of the consideration to which any Scheme Shareholder on the register of members as at the Scheme Record Time is entitled under the Scheme will be effected not later than 14 days after the Effective Date in the manner set out below
Where, at the Scheme Record Time, a holder of Scheme Shares (including for the purposes of this paragraph 15(A) an Underlying SA or Namibian Shareholder) holds such shares in uncertificated form, settlement of the cash Consideration due pursuant to the Scheme will be effected through CREST or Strate (as applicable) by the creation of a payment obligation in favour of the appropriate CREST or Strate account through which the relevant Mediclinic Shareholder or Underlying SA or Namibian Shareholder holds such uncertificated shares.
The currency of payment of the Consideration:
Notwithstanding the above, Bidco reserves the right to settle all or part of such Consideration in the manner set out in paragraph 15(B) and 15(C) (as applicable) below if, for reasons outside its reasonable control, it is not able to effect settlement in accordance with this paragraph 15(A) or to do so would incur material additional costs.
Where, at the Scheme Record Time, a Scheme Shareholder holds Mediclinic Shares in certificated form on the UK Register (other than a Scheme Shareholder registered on the South African Register), settlement of the cash Consideration due under the Scheme in respect of the Scheme Shares will be despatched:
(A) by way of an electronic payment to the account indicated in the standard electronic payment mandate, if the relevant Scheme Shareholder has set up a standing electronic payment mandate with the UK Registrar for the purpose of receiving dividend payments;
All such cash payments will be made in Pounds Sterling and drawn on a United Kingdom clearing bank. Payments made by cheque will be payable to the Scheme Shareholder(s) concerned and the encashment of any such cheque shall be a complete discharge of Bidco's obligation under the Scheme to pay the monies represented thereby. Bidco shall despatch or procure the despatch of cheques, and make electronic payments, within 14 days of the Effective Date to the person entitled thereto and (if applicable) at the address as appearing in the register of members of Mediclinic at the Scheme Record Time or in accordance with any special standing instructions regarding communications (except that, in the case of joint holders, Bidco reserves the right to make such cheques payable to all joint holders). None of Mediclinic, Bidco, any nominee(s) of Mediclinic or Bidco, or any of their respective agents shall be responsible for any loss or delay in the transmission of cheques sent in this way, and such cheques shall be sent at the risk of the person or persons entitled thereto. Shareholders who are recorded in the books of the UK Registrar as "gone away" will not have their cheque issued until they contact the UK Registrar for security reasons.
If any Scheme Shareholders have not encashed their cheques within six months of the Effective Date, Bidco and Mediclinic shall procure that the cash Consideration due to such Scheme Shareholders under the Scheme shall be held by the Receiving Agent in a designated UK bank account for a period of at least 12 years from the Effective Date solely for the purpose of satisfying payment obligations under the Scheme, and such Scheme Shareholders may claim the consideration due to them by written notice to the Company or the Receiving Agent in a form and with such evidence which the Company determines evidences their entitlement to such consideration at any time during the period of 12 years from the Effective Date.
No cheques will be issued or paid to Scheme Shareholders on the South African Register in relation to the payment of the cash Consideration due pursuant to the Scheme. Accordingly, where, at the Scheme Record Time, a holder of Scheme Shares holds such shares in certificated form on the South African Register, settlement of the cash Consideration due pursuant to the Scheme will be deposited into the Rand account of such holder. A holder of Scheme Shares that has not already done so must provide valid Rand bank account details to the South African Registrar at Computershare Investor Services (Pty) Ltd, Rosebank Towers, 15 Biermann Avenue, Rosebank 2196. Further, Scheme Shareholders on the South African Register must return their documents of title in respect of their Scheme Shares before settlement of the cash Consideration due pursuant to the Scheme will be deposited in their Rand bank account. Such documents of title can be provided to the above address, or to Private Bag, X3000, Saxonwold, 2132 along with a completed Form of Surrender and Transfer.
The cash Consideration due to Scheme Shareholders on the South African Register who hold Scheme Shares in certificated form and have not provided: (i) their Rand bank accounts details; and (ii) the completed Form of Surrender and Transfer, together with the relevant documents of title, to South African Registrar, or where the Form of Surrender and Transfer and documents of title have been provided to the South African Registrar but the Rand bank account details provided therein are incorrect or incomplete, will be held in trust by the South African Registrar on behalf of such Scheme Shareholder for a period of 12 years from the Effective Date, after which the cash Consideration will be paid to the benefit of the Guardian's Fund of the Master of the High Court of South Africa. In this regard, such Scheme Shareholders irrevocably authorise and appoint each of Bidco (or its agents, as appointed by it), in rem suam (that is, irrevocably for their advantage), with full power of substitution, to act as agent in the name, place and stead of such Scheme Shareholder to pay the cash Consideration to the benefit of the Guardian's Fund of the Master of the High Court of South Africa in the aforesaid manner. For the avoidance of doubt, no interest will accrue for the benefit of Scheme Shareholders on the cash Consideration.
All documents and remittances sent to Mediclinic Shareholders will be sent at the risk of the person(s) entitled thereto.
On the Effective Date each certificate representing a holding of Scheme Shares will cease to be a valid document of title and: (i) in the case of Mediclinic Shares registered on the UK Register, should be destroyed or, at the request of Mediclinic, delivered up to Mediclinic, or to any person appointed by Mediclinic to receive the same; and (ii) in the case of Mediclinic Shares registered on the South African Register, returned to the South African Registrar along with a completed Form of Surrender and Transfer, at Computershare Investor Services (Pty) Ltd, Rosebank Towers, 15 Biermann Avenue, Rosebank 2196 or to Private Bag, X3000, Saxonwold, 2132, together with a duly completed Form of Surrender and Transfer.
In accordance with the Scheme, as from the SA Record Date, Mediclinic shall procure that each holding of Scheme Shares credited to any stock account in CREST or Strate (as applicable) shall be disabled. With effect from, or as soon as practicable after, the Effective Date, Mediclinic shall procure that Euroclear or Strate (as applicable) is instructed to cancel or transfer the entitlements to Scheme Shares of holders of Scheme Shares in uncertificated form. Following cancellation of the entitlements to Scheme Shares of holders of Scheme Shares in uncertificated form, Mediclinic shall procure (if necessary) that such entitlements to Scheme Shares are rematerialised.
Subject to the completion of the relevant forms of transfer or other instruments or instructions of transfer as may be required in accordance with the Scheme and the payment of any UK stamp duty thereon, Mediclinic shall make or procure to be made, the appropriate entries in its register of members to reflect the transfer of the Scheme Shares to Bidco and/or its nominee(s).
Except with the consent of the Panel, settlement of the Consideration to which any Scheme Shareholder is entitled under the Scheme will be implemented in full in accordance with the terms of the Scheme free of any lien, right of set-off, counterclaim or other analogous right to which Bidco might otherwise be, or claim to be, entitled against such Mediclinic Shareholder.
All mandates and other instructions given to Mediclinic by Scheme Shareholders in force at the Scheme Record Time relating to Scheme Shares shall, as from the Effective Date, cease to be valid.
In the case of any Scheme Shares issued or transferred pursuant to the Mediclinic Share Plans after the making of the Court Order and prior to the Scheme Record Time, the cash Consideration due under the Scheme in respect of any such Scheme Shares will be settled by such method as shall be determined by Mediclinic (including, but not limited to, procuring that payments are made through payroll (subject to the deduction of applicable income taxes and social security contributions and other statutory levies (insofar as permitted by law)) as soon as practicable following the receipt of funds from Bidco within 14 days of the Effective Date).
Please refer to paragraph 3 of this Part II (Explanatory Statement) for further information on dividends.
Your attention is drawn to Part VI (Taxation) and Part VII (Additional Information for Overseas Shareholders) of this Document, which contain a summary of limited aspects of the UK and South African tax treatment of the Scheme. These summaries relate only to the position of certain categories of Mediclinic Shareholders (as explained further in Part VI (Taxation) and Part VII (Additional Information for Overseas Shareholders) of this Document), do not constitute tax advice and do not purport to be a complete analysis of all potential UK and South African tax consequences of the Scheme.
You are strongly advised to contact an appropriate independent professional adviser immediately to discuss the tax consequences of the Scheme on your particular circumstances, in particular if you are in any doubt about your own taxation position or you are subject to taxation in a jurisdiction other than the United Kingdom or South Africa.
Overseas Shareholders should refer to Part VII (Additional Information for Overseas Shareholders) of this Document which contains important information relevant to such Overseas Shareholders.
The terms of the Scheme are set out in full in Part IV (The Scheme of Arrangement) of this Document. Further information regarding Mediclinic, Bidco and the Consortium is set out in Part VIII (Additional Information on Mediclinic, Bidco and the Consortium) of this Document. Documents published and available for inspection are listed in paragraph 18 of Part VIII (Additional Information on Mediclinic, Bidco and the Consortium) of this Document.
The action to be taken by Mediclinic Shareholders and Scheme Shareholders is set out on pages 11 to 16 (Action to be Taken) of this Document.
Yours truly,
Anthony Zammit For and on behalf of Morgan Stanley
and
Thomas Raynsford Aadhar Patel For and on behalf of For and on behalf of UBS UBS
2.1
2.2
2.3
(A) FinSurv having accorded exchange control approval for the Acquisition, in terms of the Regulations issued in terms of the South African Currency and Exchanges Act, 9 of 1933 (as amended), either without conditions and without qualification or on conditions accepted, proposed or offered by Bidco;
(B) a merger notification to the South African Competition Commission for the acquisition of control of Mediclinic by Bidco having been made and either (i) all applicable suspensions and other relevant time periods (including any extensions thereof) in relation to such notification have expired, lapsed or been terminated under the South African Competition Act, or (ii) the South African Competition Authorities' approval has been obtained either without conditions and without qualification or on conditions accepted, proposed or offered by Bidco;
(C) a merger notification to the Namibian Competition Commission for the acquisition of control of Mediclinic by Bidco having been made and either (i) all applicable suspensions and other relevant time periods (including any extensions thereof) in relation to such notification have expired, lapsed or been terminated under the Namibian Competition Act, or (ii) the Namibian Competition Authorities' approval has been obtained either without conditions and without qualification or on conditions accepted, proposed or offered by Bidco;
(D) the required notification having been made to the Cypriot Commission for the Protection of Competition pursuant to sections 3 and 10 of the Control of Concentrations Between Undertakings Law, Law 83(I) of 2014 (as amended) or other applicable national merger control rules and the applicable merger control clearance having been obtained, either by approval or waiver from the CPC or expiry of the waiting periods which apply to the Acquisition (either without conditions and without qualifications or on conditions accepted, proposed or offered by Bidco);
extent or in a manner which is or would be material in the context of the Wider Mediclinic Group taken as a whole:
and all applicable waiting and other time periods (including any extensions thereof) during which any such Antitrust Regulator or Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Acquisition or the acquisition or proposed acquisition of any Mediclinic Shares or otherwise intervene having expired, lapsed or been terminated;
(H) except as Disclosed, there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the Wider Mediclinic Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or be subject or any event or circumstance which, as a consequence of the Acquisition or the proposed acquisition by any member of the Wider Bidco Group of any shares or other securities (or the equivalent) in Mediclinic or because of a change in the control or management of any member of the Wider Mediclinic Group or otherwise, could or might reasonably be expected to result in, in each case to an extent or in a manner which is material in the context of the Wider Mediclinic Group taken as a whole:
and no event having occurred which, under any provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider Mediclinic Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would or might reasonably be expected to result in any of the events or circumstances as are referred to in Conditions 3(H)(i) to (ix), in each case to an extent or in a manner which is material in the context of the Wider Mediclinic Group taken as a whole;
(viii) save in respect of the Omnibus Share Plan, proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any employee of the Wider Mediclinic Group, other than as contemplated in the Co-operation Agreement;
(ix) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, except in respect of the matters mentioned in sub-paragraph (i) above, made any other change to any part of its share capital;
where to do so has or is reasonably likely to have a material impact on the Wider Mediclinic Group;
(xix) entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition 3(I);
spillage, release, leak or emission of any waste or hazardous substance or any substance likely to impair the environment (including property) or harm human or animal health or otherwise relating to environmental matters or the health and safety of humans, which non-compliance would be likely to give rise to any liability including any penalty for non-compliance (whether actual or contingent) on the part of any member of the Wider Mediclinic Group;
(ix) any asset of any member of the Wider Mediclinic Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition) or proceeds of crime under any other applicable law, or any member of the Wider Mediclinic Group has engaged in any conduct which would constitute an offence under the Proceeds of Crime Act 2002 or any other applicable money laundering law.
If on or after the date of the 2.7 Announcement, and to the extent that any such dividend, distribution or other return of value has been declared, paid, or made, or becomes payable by Mediclinic on or prior to the Effective Date and Bidco exercises its rights under this paragraph 8 to reduce the consideration payable under the terms of the Acquisition, any reference in this Document to the consideration payable under the terms of the Acquisition shall be deemed to be a reference to the consideration as so reduced.
If and to the extent that such a dividend, distribution, or other return of value has been declared or announced, but not paid or made, or is not payable by reference to a record date on or prior to the Effective Date and is or shall be (i) transferred pursuant to the Acquisition on a basis which entitles Bidco to receive the dividend, distribution, or other return of value and to retain it; or (ii) cancelled, the consideration payable under the terms of the Acquisition shall not be subject to change in accordance with this paragraph 8.
Bidco also reserves the right to reduce the consideration payable under the Acquisition in such circumstances as are, and by such amount as is, permitted by the Panel. Any exercise by Bidco of its rights referred to in this paragraph 8 shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Acquisition.
CR-2022-002384
and
(under Part 26 of the Companies Act 2006)
between
and
(as hereinafter defined)
(A) In this Scheme, unless inconsistent with the subject or context, the following expressions bear the following meanings:
| "Acquisition" | the proposed acquisition by Bidco of the entire issued and to be issued share capital of Mediclinic (excluding the 328,497,888 Mediclinic Shares owned by the Relevant Remgro Subsidiaries which are not Scheme Shares) to be effected by means of the Scheme (or by way of Takeover Offer under certain circumstances described in this Document) and, where the context admits, any subsequent revision, variation, extension or renewal thereof; |
|---|---|
| "Bidco" | Manta Bidco Limited, a company incorporated in England with company number 14259315 and with its registered office address at c/o Hackwood Secretaries Limited, One Silk Street, London, United Kingdom, EC27 8HQ; |
| "Bidco Group" | Bidco and its subsidiary undertakings (including Bidco) and where the context permits, each of them; |
| "certificated form" or "in certificated form" |
a share or other security which is not in uncertificated form (that is, not held through CREST or Strate); |
| "Companies Act" | the Companies Act 2006, as amended from time to time; |
| "Conditions" | the conditions to the implementation of the Acquisition (including the Scheme) which are set out in Part III (Conditions to the Implementation of the Scheme and to the Acquisition) of the Document of which this Scheme forms part; |
| "Consideration" | the consideration payable to Scheme Shareholders pursuant to the Acquisition, comprising 501 pence in cash per Scheme Share |
| (as the same may be reduced subject to, and in accordance with, the terms of the Scheme); |
|
|---|---|
| "Court" | the High Court of Justice in England and Wales; |
| "Court Meeting" | the meeting of Scheme Shareholders (and any adjournment, postponement or reconvening thereof) convened pursuant to an order of the Court pursuant to section 896 of the Companies Act for the purpose of considering and, if thought fit, approving (with or without modification) this Scheme; |
| "Court Order" | the order of the Court sanctioning this Scheme under section 899 of the Companies Act; |
| "CREST" | the system for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear in accordance with the relevant system (as defined in the CREST Regulations) of which Euroclear is the Operator (as defined in the CREST Regulations); |
| "CREST Regulations" | the Uncertificated Securities Regulations 2001 (SI 2001/3755) (including as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2019), as amended from time to time (including by means of the Uncertificated Securities (amendment and EU Exit) Regulations 2019 (SI 2019/679)); |
| "Currency Exchange Announcement" |
the announcement made on SENS on the last day to trade Mediclinic Shares on the JSE which communicates the Consideration in Rand and the GBP/ZAR Exchange Rate; |
| "Document" | the circular to the Mediclinic Shareholders published by the Company on Tuesday 30 August 2022 in connection with this Scheme; |
| "Effective Date" | the date on which this Scheme becomes effective in accordance with its terms; |
| "Euroclear" | Euroclear UK & Ireland International Limited; |
| "Excluded Shares" | any Mediclinic Shares which are: |
| (i) registered in the name of or beneficially owned by: (1) Bidco and/or any member of the Bidco Group; and/or (2) any nominee of the foregoing; |
|
| (ii) registered in the name of or beneficially owned by any one or more of the (1) Relevant Remgro Subsidiaries and/or (2) any nominee of the foregoing; or |
|
| (iii) held in treasury by the Company, |
|
| in each case, at any relevant date or time; | |
| "Financial Markets Act" | the South African Financial Markets Act (No 19 of 2012), as amended; |
| "Form of Surrender and Transfer" |
the form of surrender and transfer of documents of title for use by Scheme Shareholders who hold their Scheme Shares in certificated form on the South African Register; |
"Mediclinic Shares" the existing unconditionally allotted or issued and fully paid ordinary shares of 10 pence each in the capital of Mediclinic and any further such ordinary shares which are unconditionally allotted or issued before the Scheme becomes Effective;
| "Scheme" | this scheme of arrangement in its present form or with or subject to any modification, addition or condition approved or imposed by the Court and agreed by Mediclinic and Bidco; |
|
|---|---|---|
| "Scheme Record Time" | the | 6:00 p.m. (London time) on the UK Business Day on which Court makes the Court Order or such other time as Mediclinic and Bidco may agree; |
| "Scheme Shareholders" | holders of Scheme Shares; | |
| "Scheme Shares" | the Mediclinic Shares: | |
| (i) | in issue at the date of this Scheme; | |
| (ii) | (if any) issued after the date of this Scheme and prior to the Voting Record Time; and |
|
| (iii) | (if any) issued at or after the Voting Record Time and prior to the Scheme Record Time in respect of which the original or any subsequent holder thereof shall be bound by this Scheme or shall by such time have agreed in writing to be bound by this Scheme, |
|
| at the |
in each case (where the context requires), remaining in issue Scheme Record Time but excluding any Excluded Shares at any relevant date or time; |
|
| "SENS" | the Stock Exchange News Service of the JSE; | |
| "South Africa" | the Republic of South Africa; | |
| "South African Register" | the meaning |
branch register of South African members (within the of section 129 of the Companies Act) kept and maintained on behalf of Mediclinic by the South African Registrar, and, for the avoidance of doubt, does not include any subregister of persons holding a beneficial interest in |
| Mediclinic Shares as maintained within the Strate system; | ||
| "South African Registrar" | Computershare Investor Services (Pty) Ltd, Mediclinic's registrar in South Africa; |
|
| "Strate" | Strate central |
Proprietary Limited, registration number 1998/022242/07, a private company incorporated in accordance with the laws of South Africa and a registered securities depository licensed under the Financial Markets Act and responsible for the electronic custody and settlement system used by the JSE; |
| "Strate Nominee" | South | PLC Nominees (Pty) Limited, incorporated and registered in Africa with registration number 1998/002235/07, a company indirectly wholly owned by Strate; |
| "subsidiary undertaking" | has the meaning given in section 1162 of the Companies Act; | |
| "Takeover Code" | the City Code on Takeovers and Mergers, as amended from time to time; |
|
| "UK" or "United Kingdom" | the United Kingdom of Great Britain and Northern Ireland; |
| "uncertificated form" or "in uncertificated form" |
in relation to a share or other security recorded, a share or other security title to which is recorded on the relevant register of the share or security as being held in uncertificated form in CREST or Strate, as applicable, and title to which may be transferred by means of CREST or Strate, as applicable; |
|---|---|
| "Underlying SA or Namibian Shareholders" |
the holder of a beneficial entitlement to Mediclinic Shares held in uncertificated form through the Strate system and with respect to whom the registered holder of such Mediclinic Shares on the South African Register is the Strate Nominee; and |
| "Voting Record Time" | 6:30 p.m. on the day which is two UK Business Days prior to the date of the Court Meeting or, if the Court Meeting is adjourned, 6:30 p.m. on the day which is two UK Business Days before the date of such adjourned meeting. |
such that from the Effective Date, and without prejudice to the rights of each Scheme Shareholder to receive the Consideration, no Scheme Shareholder shall be entitled to exercise any voting rights attached to the Scheme Shares or any other rights or privileges attaching to the Scheme Shares otherwise than in accordance with the directions of Bidco.
(A) In consideration for the transfer of the Scheme Shares to Bidco and/or its nominee(s) referred to in sub-clause 1(A) and sub-clause 1(B) of this Scheme, Bidco shall, subject as hereinafter provided, pay or procure that there shall be paid to or for the account of each Scheme Shareholder (as appearing on the register of members of Mediclinic at the Scheme Record Time):
(iii) in the case of any Scheme Shares issued or transferred pursuant to the Mediclinic Share Plans after the making of the Court Order and prior to the Scheme Record Time, procure that the sums payable in respect of those Scheme Shares pursuant to Clause 2 of this Scheme are settled by such method as shall be determined by Mediclinic (including, but not limited to, procuring that payments are made through payroll as soon as possible subject to the deduction of applicable income taxes and social security contributions and other statutory levies (in each case insofar as permitted by law)); and
(iv) in the case of the Scheme Shares registered on the South African Register which at the Scheme Record Time are in certificated form (excluding Scheme Shares registered on the South African Register in the name of the Strate Nominee):
Mediclinic Shareholders in the Currency Exchange Announcement. The making of an electronic payment in accordance with this Clause 3 shall be a complete discharge of Bidco's obligation under this Scheme to pay the monies represented thereby. Bidco shall make electronic payments, or procure that electronic payments are made, within 14 days of the Effective Date. Scheme Shareholders registered on the South African Register who are recorded in the books of the South African Registrar as "gone away" will not have their Consideration paid into their Rand bank account by electronic funds transfer until they contact the South African Registrar for security reasons.
With effect from, or as soon as practicable after, the Effective Date:
(E) subject to the completion of such forms of transfer or other instruments or instructions of transfer as may be required in accordance with Clause 1 of this Scheme and the payment of any UK stamp duty thereon, Mediclinic shall make or procure to be made, the appropriate entries in its register of members to reflect the transfer of the Scheme Shares to Bidco and/or its nominee(s).
All mandates and other instructions given to Mediclinic by Scheme Shareholders in force at the Scheme Record Time relating to Scheme Shares shall, as from the Effective Date, cease to be valid.
Mediclinic and Bidco may jointly consent on behalf of all persons concerned to any modification of, or addition to, this Scheme or to any condition which the Court may approve or impose. Any such modification or addition shall require the consent of the Panel where such consent is required under the Takeover Code.
This Scheme is governed by English law and is subject to the exclusive jurisdiction of English courts. The rules of the Takeover Code apply to this Scheme on the basis provided in the Takeover Code.
The following sets out financial information in respect of Mediclinic as required by Rule 24.3 of the Takeover Code. The specified sections of the documents referred to below, the contents of which have previously been announced through a Regulatory Information Service, are incorporated into this Document by reference pursuant to Rule 24.15 of the Takeover Code:
There are no current ratings or outlooks publicly accorded to Mediclinic by any ratings agencies.
Prior to the commencement of the Offer Period, Hirslanden AG ("Hirslanden"), the intermediary holding company of the Group's operations in Switzerland, had been assigned a credit rating of "Ba+" from fedafin AG ("Fedafin")
Bidco was incorporated on 27 July 2022 and has not traded or paid any dividends since its date of incorporation. Accordingly, no financial information is available or has been published in respect of it. Bidco has no material assets or liabilities, in each case other than those described in this Document in connection with the Acquisition.
Following the Scheme becoming Effective, the earnings, assets and liabilities of Bidco will include the consolidated earnings, assets and liabilities of the Mediclinic Group on the Effective Date.
As Bidco was incorporated on 27 July 2022 and has not traded since the date of incorporation and is being utilised for the sole purpose of carrying out the Acquisition, there are no current ratings or outlooks publicly accorded to Bidco by ratings agencies.
| Information incorporated by reference | Website address where reference material published |
|---|---|
| Unaudited H1 results for six months ended 31 December 2021 |
https://www.remgro.com/pdf/eng/ 2022/Remgro_unaudited_results_for_the_six_ months_ended_31_December_2021.pdf |
| Summary consolidated results for the year ended 30 June 2021 |
https://www.remgro.com/wp-content/uploads/ 2021/10/Remgro_IAR-ENG_2021.pdf |
| The summary consolidated results of Remgro the financial year ended 30 June 2021 are set out on pages 136-148. |
|
| Summary consolidated results for the year ended 30 June 2020 |
https://www.remgro.com/ar2020/pdf/ Remgro_ENG_IAR_2020.pdf |
| The summary consolidated results of Remgro the financial year ended 30 June 2020 are set out on pages 126-139. |
There are no current ratings or outlooks publicly accorded to Remgro by any ratings agencies.
As at and for the financial year ended 31 December 2021, SAS and its subsidiaries reported revenue of USD 7.3 billion on a consolidated basis.
There are no current ratings or outlooks publicly accorded to SAS by any ratings agencies.
Save as expressly referred to herein, neither the content of Mediclinic, Remgro or SAS's websites, nor the content of any website accessible from hyperlinks on Mediclinic, Remgro or SAS's websites is incorporated into, or forms part of, this Document.
The comments set out below summarise certain limited aspects of the UK tax treatment of certain Mediclinic Shareholders under the Scheme and do not purport to be a complete analysis of all tax considerations relating to the Scheme. They are based on current UK legislation and current published HMRC practice (which may not be binding on HMRC), in each case as at the Latest Practicable Date, both of which are subject to change, possibly with retrospective effect.
The comments are intended as a general guide and do not deal with certain types of Mediclinic Shareholder such as charities, trustees, dealers in securities, persons who have or could be treated for tax purposes as having acquired their Mediclinic Shares by reason of their employment or as carried interest, collective investment schemes, persons subject to UK tax on the remittance basis and insurance companies.
References below to "UK Holders" are to Mediclinic Shareholders who are resident (and, in the case of individuals, domiciled) for tax purposes in, and only in, the UK (and to whom split-year treatment does not apply), who hold their Mediclinic Shares as an investment (other than through a product or wrapper to which special tax rules apply, such as a self-invested personal pension plan or an individual savings account) and who are the absolute beneficial owners of their Mediclinic Shares.
Overseas holders of Mediclinic Shares are referred to Part VII (Additional Information for Overseas Shareholders) of this Document, which summarises certain UK tax consequences of the Scheme for such holders.
IF YOU ARE IN ANY DOUBT ABOUT YOUR TAX POSITION OR YOU ARE SUBJECT TO TAXATION IN ANY JURISDICTION OTHER THAN THE UNITED KINGDOM, YOU SHOULD CONSULT AN APPROPRIATELY QUALIFIED INDEPENDENT PROFESSIONAL ADVISOR IMMEDIATELY.
The transfer of Mediclinic Shares under the Scheme in return for cash should be treated as a disposal of a UK Holder's Mediclinic Shares for the purposes of CGT or corporation tax on chargeable gains (as applicable) and therefore may, depending on the UK Holder's particular circumstances (including the availability of exemptions, reliefs and/or allowable losses), give rise to a liability to UK taxation on chargeable gains or, alternatively, an allowable capital loss.
Subject to available reliefs or allowances, chargeable gains arising on a disposal of Mediclinic Shares by an individual UK Holder will be subject to CGT at the rate of (for the 2022/2023 tax year) 10 per cent. or 20 per cent. depending on the individual's personal circumstances, including other taxable income and gains in the relevant tax year.
No indexation allowance will be available to an individual Mediclinic Shareholder in respect of any disposal of Mediclinic Shares. The CGT annual exemption (£12,300 for the 2022/2023 tax year) may, however, be available to individual UK Holders to offset against chargeable gains realised on the disposal of their Mediclinic Shares.
Subject to available exemptions, reliefs or allowances, chargeable gains arising on a disposal of Mediclinic Shares by a UK Holder within the charge to UK corporation tax will be taxed at the rate of corporation tax applicable to that Mediclinic Shareholder.
For UK Holders within the charge to UK corporation tax (but which do not qualify for the substantial shareholding exemption in respect of their Mediclinic Shares), indexation allowance may be available where the Mediclinic Shares were acquired prior to 31 December 2017 in respect of the period of ownership of the Mediclinic Shares up to and including 31 December 2017 to reduce any chargeable gain arising (but not to create or increase any allowable loss) on the transfer of their Mediclinic Shares under the Scheme in return for cash.
No UK stamp duty or SDRT should generally be payable by Mediclinic Shareholders on the transfer of their Mediclinic Shares under the Scheme.
The following is a summary of the South African tax considerations which are relevant for Mediclinic Shareholders who are to dispose of Mediclinic Shares. This summary is based on the applicable laws, regulations and regulatory interpretations in effect in South Africa on the date of this Document, all of which are subject to change, including changes that could have a retrospective effect. This summary does not purport to address all tax consequences associated with the Acquisition and is for general information only. In particular, it does not specifically cover the tax position of participants in the Mediclinic Share Plans. All Mediclinic Shareholders should consult their tax advisers regarding the particular tax consequences applicable to them in relation to the Acquisition, including the applicability and effect of other tax laws and possible changes in tax law.
The summary below only applies to Mediclinic Shareholders who are resident for tax purposes in South Africa, who hold their Mediclinic Shares as a capital asset and who are the absolute beneficial owner of both the Mediclinic Shares and any dividends paid on them. The tax position of certain categories of Mediclinic Shareholders who are subject to special rules is not considered and it should be noted that they may incur liabilities to South African tax on a different basis to that described below. This includes persons who acquired their Mediclinic Shares in connection with employment, dealers in securities, insurance companies, collective investment schemes, public benefit organisations and pension/provident funds.
Implementation of the Acquisition will result in a disposal of the Mediclinic Shares by the participating shareholders. When shares are held otherwise than as trading stock, that is, as capital assets, any gain will be of a capital nature and is subject to CGT. Capital losses may usually be set off against other capital gains only and not against ordinary income. For CGT purposes a capital gain or loss is determined as the proceeds received on disposal less the base cost (the expenditure incurred to acquire the share). The proceeds will be the Consideration received by the Mediclinic Shareholders.
In determining whether the amount derived from the disposal of shares is of a capital or revenue nature, regard should be had to section 9C of the Income Tax Act 1962, which in general deems any amounts received or accrued from the disposal of shares to be capital in nature if the taxpayer immediately prior to such disposal had been the owner of that share for a continuous period of at least three years, subject to certain exclusions. Where section 9C is not applicable to particular shares, then the capital or revenue nature of the amount derived from the disposal of the shares must be determined by applying the common law tests that the South African courts have formulated, including, among other things, the intention of the holder of the shares in acquiring, holding and disposing of the shares. Profits derived from the disposal of South African shares held as long-term investments are generally regarded as profits of a capital nature.
CGT is based on an individual's marginal income tax rate. Forty per cent. of all capital gains is included in the taxable income of an individual and taxed in accordance with his or her marginal income tax rate. The highest effective rate of CGT, based on a marginal income tax rate of 45 per cent., is 18 per cent. The usual annual capital gain exclusion of ZAR 40,000 may be utilised to reduce the capital gain included in the individual's taxable income.
Companies pay CGT at a higher rate than natural persons. They do not qualify for the annual exclusion, and must include 80 per cent. of any net capital gain in taxable income. CGT is based on the corporate income tax rate (which is currently 28 per cent., but which has been decreased to 27 per cent. for years of assessment ending on or after 31 March 2023). The current effective CGT rate for companies is 22.4 per cent., but this has been decreased to 21.6 per cent. for years of assessment ending on or after 31 March 2023.
STT at a rate of 0.25 per cent. of the taxable amount (which is, generally, the consideration for which a security is transferred) is a tax levied on, inter alia, a transfer of beneficial ownership of a security issued by a close corporation or company incorporated, established or formed in South Africa or a company incorporated, established or formed outside South Africa and listed on an exchange in South Africa. The transfer of the Mediclinic Shares on the South African Register from the Mediclinic Shareholders to Bidco will be subject to STT on the value of the Consideration. The member or participant is liable for the tax but can recover it from Bidco.
This Document has been prepared for the purposes of complying with English law, the Takeover Code, the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules and the Listing Rules, the Financial Markets Act and the Corporate Actions timelines as prescribed in terms of the JSE Listings Requirements and the information disclosed may not be the same as that which would have been disclosed if this Document had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.
The availability of the Acquisition to Mediclinic Shareholders who are not resident in the United Kingdom, South Africa or Namibia may be affected by the laws of the relevant jurisdictions in which they are resident. It is the responsibility of any person outside the United Kingdom, South Africa or Namibia into whose possession this Document comes to satisfy themselves as to the full observance of the laws of the relevant jurisdiction in connection with the Acquisition, including the obtaining of any governmental, exchange control or other consents which may be required and/or compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes or levies due in such jurisdiction.
The release, publication or distribution of this Document in certain jurisdictions other than the United Kingdom, South Africa or Namibia may be restricted by law. Persons who are not resident in the United Kingdom, South Africa or Namibia or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom, South Africa or Namibia to vote their Mediclinic Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.
Unless otherwise determined by Bidco or required by the Takeover Code and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form (including, without limitation, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of any Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Document and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Document and all documents relating to the Acquisition (including custodians, nominees and trustees) must observe these restrictions and must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction. Doing so may render invalid any purported vote in respect of the Acquisition.
This Document does not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for shares in any jurisdiction in which such offer or solicitation is unlawful.
The Acquisition relates to shares of a UK company and is proposed to be effected by means of a scheme of arrangement under English law. US Mediclinic Shareholders should note that the Scheme relates to the shares of a UK company and will be governed by English law. Neither the proxy solicitation rules nor the tender offer rules under the US Exchange Act will apply to the Acquisition or the Scheme. Moreover, the Acquisition and the Scheme are subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements of the proxy solicitation rules and tender offer rules under the US Exchange Act.
The financial information included in this Document has been prepared in accordance with accounting standards applicable in the United Kingdom and may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.
However, if, in the future, Bidco were to elect (with the consent of the Panel and subject to and in accordance with the terms of the Co-operation Agreement) to implement the Acquisition by means of a Takeover Offer and determines to extend such Takeover Offer into the US, such Takeover Offer would be made in compliance with all applicable US laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such a Takeover Offer would be made in the US by Bidco and no one else.
Neither the SEC nor any securities commission of any state of the US nor any other US regulatory authority has approved the Acquisition, passed upon the fairness of the Acquisition or passed upon the adequacy or accuracy of this Document. Any representation to the contrary is a criminal offence in the US.
In accordance with the Takeover Code and normal UK practice, and pursuant to Rule 14(e)-5(b) of the US Exchange Act (if applicable), (a) Bidco or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Mediclinic outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes Effective, lapses or is otherwise withdrawn; and (b) Morgan Stanley, UBS and Standard Bank and their affiliates will continue to act as exempt principal traders in Mediclinic securities on the London Stock Exchange. If purchases or arrangements to purchase were to be made as contemplated by clause (a) of this paragraph, they would occur either in the open market at prevailing prices or in private transactions at negotiated prices, and comply with applicable law, including the US Exchange Act. Any information about such purchases or arrangements to purchase would be disclosed as required in the UK, would be reported to a Regulatory Information Service and would be made available on the London Stock Exchange website at www.londonstockexchange.com. Purchases contemplated by clause (b) of this paragraph that are required to be made public in the United Kingdom pursuant to the Takeover Code would be reported to a Regulatory Information Service and would be made available on the London Stock Exchange website at www.londonstockexchange.com. Information would also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.
The receipt of cash Consideration by a US Mediclinic Shareholder for the transfer of its Mediclinic Shares pursuant to the Acquisition will likely be a taxable transaction for US federal income tax purposes and may also be a taxable transaction under applicable state and local tax laws in the US, as well as foreign and other tax laws. Each US Mediclinic Shareholder is urged to consult their independent professional tax adviser immediately regarding the tax consequences of the Acquisition applicable to them, including under applicable US state and local, as well as overseas and other, tax laws.
It may be difficult for US Mediclinic Shareholders to enforce their rights and any claim arising out of US federal securities laws, since Mediclinic and Bidco are each located in a non-US jurisdiction, and some or all of its officers and directors may be residents of non-US jurisdictions. US Mediclinic Shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.
Non-UK Holders should not be subject to UK taxation of chargeable gains in respect of the Scheme, however they may be subject to foreign taxation depending on their personal circumstances. No UK stamp duty or SDRT should generally be payable by Non-UK Holders on the transfer of their Mediclinic Shares under the Scheme.
References above to "Non-UK Holders" are to Mediclinic Shareholders who are not resident for tax purposes in the UK, have not within the past five years been resident for tax purposes in the UK and are not carrying on a trade (or profession or vocation) in the UK.
2.1 The Mediclinic Directors and their respective positions are:
| Non-Executive Chair |
|---|
| Group Chief Executive Officer |
| Group Chief Financial Officer |
| Senior Independent Director |
| Non-Executive Director |
| Non-Executive Director |
| Independent Non-Executive Director |
| Independent Non-Executive Director |
| Independent Non-Executive Director |
| Independent Non-Executive Director |
| Independent Non-Executive Director |
| Independent Non-Executive Director |
The business address of Mediclinic and each of the Mediclinic Directors is at 6th Floor, 65 Gresham Street, London, England, EC2V 7NQ.
Mr Jannie Durand is a non-executive director of Mediclinic and is also Chief Executive Officer of Remgro. In view of Mr Durand's position within Remgro, Mr Durand has recused himself from the Mediclinic Board in respect of all matters relating to the Acquisition.
2.2 The Bidco Directors and their respective positions are as follows:
| Jannie Durand | Director |
|---|---|
| Hugues Favard | Director |
Bidco is a private limited company. The business address of Bidco and each Bidco Director is at c/o Hackwood Secretaries Limited, One Silk Street, London, United Kingdom, EC2Y 8HQ.
2.3 The Remgro Directors and their respective positions are:
| Johann P Rupert | Chairman |
|---|---|
| Josua Malherbe | Non-executive director |
| Paul J Neethling | Non-executive director |
| Anton E Rupert | Non-executive director |
| Jannie J Durand | Chief Executive Officer |
| Mariza Lubbe | Compliance and Corporate Social Investments |
| Neville J Williams | Chief Financial Officer |
| Sonja E N De Bruyn | Lead Independent Director |
| Nkateko P Mageza | Independent Non-Executive Director |
| Phillip J Moleketi | Independent Non-Executive Director |
| Mafison Morobe | Independent Non-Executive Director |
| Gideon G Nieuwoudt | Independent Non-Executive Director |
| Kgotlelelo S Rantloane | Independent Non-Executive Director |
| Frederick Robertson | Independent Non-Executive Director |
The business address of Remgro and each Remgro Director is Millennia Park, 16 Stellentia Avenue, Stellenbosch, 7600, South Africa.
2.4 The SAS Responsible Persons and their respective positions are:
| Hugues Favard | Director, SAS |
|---|---|
| Emmanuel Reveillaud | Director, SAS |
| Matthieu Groetzinger | Director, SAS |
| Diego Aponte | Group President, MSC |
| Alexa Aponte | Group Financial Officer, MSC |
1 Jannie Durand is not an Independent Mediclinic Director.
The business address of SAS, Hugues Favard, Emmanuel Reveillaud and Matthieu Groetzinger is Boulevard Joseph II, 11B, Luxembourg.
The business address of Diego Aponte and Alexa Aponte is Chemin Rieu 12, 1208, Genève, Switzerland.
| % of Mediclinic's | |||
|---|---|---|---|
| Number of Mediclinic | total issued | ||
| Name | Nature of Interest | Shares | share capital |
| Remgro Healthcare Holdings | |||
| (Pty) Ltd | Shares | 256,382,504 | 34.78%(1) |
| Remgro Health Ltd | Shares | 36,057,692 | 4.89%(1) |
| Remgro Jersey GBP Ltd | Shares | 36,057,692 | 4.89%(1) |
| Sentio Capital Management | |||
| (Pty) Ltd | Shares | 109,909 | 0.01% |
| Visio Fund Management (Pty) | |||
| Ltd | Shares | 5,133,345 | 0.70% |
| Sonja Emilia Ncumisa de | |||
| Bruyn(2) | Shares | 345 | 0.00% |
| Petrus Johannes Uys(3) | Shares | 667 | 0.00% |
(1) The Relevant Remgro Subsidiaries, being wholly-owned subsidiaries of Remgro, hold 328,497,888 Mediclinic Shares (representing approximately 44.56 per cent. of Mediclinic's issued share capital as at the Latest Practicable Date).
(2) Lead Independent Director of Remgro.
(3) Alternate director of Jannie Durand in his capacity as Non-executive Director of Mediclinic. Member of Management Board of Remgro.
| Name | Nature of Interest |
Number of Mediclinic Shares |
Maturity/Close out Date |
Reference Price |
|---|---|---|---|---|
| Sentio Capital Management (Pty) Ltd |
Short position | 20,904 | N/A | 74.40 |
| Sentio Capital Management | ||||
| (Pty) Ltd | Short position | 1,960 | N/A | 88.33 |
| Sentio Capital Management | Cash-settled | |||
| (Pty) Ltd | derivative call | |||
| option | 12,100 | 15/09/2022 | 67.79 | |
| Sentio Capital Management | Cash-settled | |||
| (Pty) Ltd | derivative call | |||
| option | 12,100 | 15/09/2022 | 76.26 | |
| Sentio Capital Management | Cash-settled | |||
| (Pty) Ltd | derivative put | |||
| option | 12,100 | 15/09/2022 | 61.01 |
3.3 The following table set outs dealings in relevant Mediclinic securities by persons acting in concert with Bidco during the Disclosure Period:
| Minimum | Maximum | |||
|---|---|---|---|---|
| Dealing Price per | Dealing Price per | |||
| Number of | Mediclinic Share | Mediclinic) Share | ||
| Dealing Date | Nature of dealing | Mediclinic Shares | (ZAR) | (ZAR) |
| 09/06/22 – 22/08/22 | Purchase | 330,000 | 84.5947 | 84.5947 |
| 09/06/22 – 22/08/22 | Sale | 8,683 | 85.9035 | 99.4713 |
| 09/06/22 – 22/08/22 | Scrip Transfer | 66,500 | 96.1100 | 96.1100 |
| 09/05/22 – 08/06/22 | Purchase | 1,396,015 | 69.1263 | 79.7824 |
| 09/05/22 – 08/06/22 | Sale | 46,786 | 69.2031 | 79.4900 |
| 09/05/22 – 08/06/22 | Scrip Transfer | 11,190 | 71.5000 | 71.5000 |
| 09/04/22 – 08/05/22 | Purchase | 1,738,323 | 71.3645 | 72.6307 |
| 09/04/22 – 08/05/22 | Sale | 13,796 | 71.8700 | 76.1200 |
| 09/04/22 – 08/05/22 | Scrip Transfer | 130,988 | 71.7100 | 71.7100 |
| 09/03/22 – 08/04/22 | Purchase | — | N/A | N/A |
| 09/03/22 – 08/04/22 | Sale | 21,497 | 67.3527 | 69.6414 |
| 09/03/22 – 08/04/22 | Scrip Transfer | 85,325 | 68.9000 | 69.2200 |
| 09/12/21 – 08/03/22 | Purchase | 2,214,382 | 64.5300 | 71.7447 |
| 09/12/21 – 08/03/22 | Sale | 160,610 | 64.7600 | 69.4900 |
| 09/12/21 – 08/03/22 | Scrip Transfer | — | N/A | N/A |
| 09/09/21 – 08/12/21 | Purchase | 57,800 | 71.7457 | 71.7457 |
| 09/09/21 – 08/12/21 | Sale | — | N/A | N/A |
| 09/09/21 – 08/12/21 | Scrip Transfer | — | N/A | N/A |
| 09/06/21 – 08/09/21 | Purchase | — | N/A | N/A |
| 09/06/21 – 08/09/21 | Sale | 159,700 | 61.1702 | 66.1640 |
| 09/06/21 – 08/09/21 | Scrip Transfer | — | N/A | N/A |
Visio is a discretionary fund manager and has dealt in Mediclinic Shares since the beginning of the Offer Period. The Panel has provided a limited dispensation to permit Visio to deal in Mediclinic Shares during the Offer Period in certain circumstances, in connection with which Visio has undertaken to Bidco that it will not vote at the Court Meeting (or, if the Acquisition is implemented by way of a Takeover Offer, accept the Takeover Offer until after it has become or been declared unconditional) in relation to any Mediclinic Shares: (i) which it has acquired since the beginning of the Offer Period; and (ii) in respect of which it has the discretion and/or ability to control the exercise of the voting rights.
| Minimum | Maximum | |||
|---|---|---|---|---|
| Dealing Price per | Dealing Price per | |||
| Number of | Mediclinic Share | Mediclinic Share | ||
| Dealing Date | Nature of dealing | Mediclinic Shares | (ZAR) | (ZAR) |
| 09/06/22 – 17/06/22 | Purchase | — | N/A | N/A |
| 09/06/22 – 17/06/22 | Sale | 8,816 | 84.6013 | 88.3300 |
| 09/05/22 – 08/06/22 | Purchase | — | N/A | N/A |
| 09/05/22 – 08/06/22 | Sale | 33,643 | 75.1107 | 75.1107 |
| 09/04/22 – 08/05/22 | Purchase | 27,596 | 71.5000 | 71.5000 |
| 09/04/22 – 08/05/22 | Sale | 1,498,453 | 71.3188 | 74.4000 |
| 09/03/22 – 08/04/22 | Purchase | 3,186 | 68.8313 | 68.8313 |
| 09/03/22 – 08/04/22 | Sale | 1,886,863 | 65.9202 | 72.4762 |
| 09/12/21 – 08/03/22 | Purchase | 16,432 | 62.7321 | 70.0076 |
| 09/12/21 – 08/03/22 | Sale | 908,959 | 62.0681 | 70.5014 |
| 09/09/21 – 08/12/21 | Purchase | 202,219 | 63.1300 | 71.5941 |
| 09/09/21 – 08/12/21 | Sale | 83,138 | 61.2953 | 69.7224 |
| 09/06/21 – 08/09/21 | Purchase | 1,550,130 | 56.5501 | 64.6900 |
| 09/06/21 – 08/09/21 | Sale | 232,359 | 56.0600 | 66.8400 |
3.4 As at the Latest Practicable Date, the Mediclinic Directors (and their close relatives, related trusts and connected persons) held the following interests in, or rights to subscribe in respect of, relevant Mediclinic securities:
| Number of | ||
|---|---|---|
| Shares(1) | issued share capital | Nature of interest |
| 66,406 | 0.009% | Shares of 10 pence each |
| 97,300 | 0.0132% | Shares of 10 pence each |
| 123,900 | 0.0168% | Shares of 10 pence each |
| 20,000 | 0.0027% | Shares of 10 pence each |
| Mediclinic | % of Mediclinic's total |
(1) Includes direct and indirect interests.
(5) Held indirectly through a nominee company (Hargreaves Lansdowne).
3.5 As at the Latest Practicable Date, the Mediclinic Directors held the following outstanding awards over relevant Mediclinic securities under the Mediclinic Share Plans set out below:
| Number of | Release | Exercise | ||||
|---|---|---|---|---|---|---|
| Mediclinic | shares | date / | price | |||
| Share | under | Date of | Vesting | Lapse | (per | |
| Mediclinic Director | Plan | award(1) | grant | date(2) | date | share) |
| Carel Aron van | Deferred | 20,391 | 20/11/2020 | 21/11/2022 | N/A | Nil |
| der Merwe | Bonus | 122,614 | 04/06/2021 | 05/06/2023 | N/A | Nil |
| Plan | 74,718 | 05/08/2022 | 05/08/2024 | N/A | Nil | |
| Carel Aron van | Long-Term | 390,661 | 14/12/2020 | 13/12/2025 | 14/12/2023 | Nil |
| der Merwe | Incentive | 356,181 | 04/06/2021 | 03/06/2026 | 04/06/2024 | Nil |
| Plan(3) | 237,716 | 05/08/2022 | 04/08/2027 | 05/08/2025 | Nil | |
| Carel Aron van | Long-Term | 45,185 | 19/06/2019 | 18/06/2024 | N/A | Nil |
| der Merwe | Incentive | |||||
| Plan(4) | ||||||
| Petrus Jurgens | Deferred | 13,383 | 20/11/2020 | 21/11/2022 | N/A | Nil |
| Myburgh | Bonus | 80,655 | 04/06/2021 | 05/06/2023 | N/A | Nil |
| Plan | 47,488 | 05/08/2022 | 05/08/2024 | N/A | Nil | |
| Petrus Jurgens | Long Term | 216,411 | 14/12/2020 | 13/12/2025 | 14/12/2023 | Nil |
| Myburgh | Incentive | 190,569 | 04/06/2021 | 03/06/2026 | 04/06/2024 | Nil |
| Plan(3) | 148,319 | 05/08/2022 | 04/08/2027 | 05/08/2025 | Nil | |
| Petrus Jurgens | Long Term | 24,981 | 19/06/2019 | 18/06/2024 | N/A | Nil |
| Myburgh | Incentive | |||||
| Plan(4) |
| Mediclinic Director Carel Aron van der Merwe |
5 August 2022 | Date of Dealing Nature of Dealing Grant of Deferred Bonus Award over 74,718 shares at nil cost under the Omnibus Share Plan |
Number of Mediclinic Shares 74,718 |
Trade price (£) Nil |
|---|---|---|---|---|
| 5 August 2022 | Grant of LTI Award over 237,716 shares at nil cost under the Omnibus Share Plan |
237,716 | Nil | |
| Petrus Jurgens Myburgh |
5 August 2022 | Grant of Deferred Bonus Award over 47,488 shares at nil cost under the Omnibus Share Plan |
47,488 | Nil |
| 5 August 2022 | Grant of LTI Award over 148,319 shares at nil cost under the Omnibus Share Plan |
148,319 | Nil |
3.7 As at the Latest Practicable Date the following persons acting in concert with Mediclinic held the following interests in, or rights to subscribe in respect of, relevant Mediclinic securities:
| Number of Mediclinic | |
|---|---|
| Name | Shares |
| Mr Ahmed Ali | 11,074 |
| Number of | Exercise | |||||
|---|---|---|---|---|---|---|
| Mediclinic | shares | price | ||||
| Share | under | Date of | Vesting | Lapse | (per | |
| Name | Plan | award | grant | date | date | share) |
| Mr Ahmed Ali | Long Term | 18,049 | 14/12/2020 | 13/12/2023 | 14/12/2023 | Nil |
| Incentive | 13,840 | 04/06/2021 | 03/06/2024 | 04/06/2024 | Nil | |
| Plan(1) | 9,280 | 05/08/2022 | 04/08/2025 | 05/08/2025 | Nil |
(1) Awards are subject to performance conditions.
3.8 The following table set outs dealings in relevant Mediclinic securities by persons acting in concert with Mediclinic from the beginning of the Offer Period to the Latest Practicable Date:
| Number of | ||||
|---|---|---|---|---|
| Date of | Mediclinic | Trade price | ||
| Name | Dealing | Nature of Dealing | Shares | (£) |
| Mr Ahmed Ali | 5 August 2022 | Grant of LTI Award over 9,280 ordinary shares at nil cost under the Omnibus Share Plan |
9,280 | Nil |
(A) no member of the Mediclinic Group had any interest in, right to subscribe in respect of or any short position in relation to relevant Bidco securities, nor has any such person dealt in any relevant Bidco securities or Mediclinic securities during the Offer Period;
(B) none of the Mediclinic Directors had any interest in, right to subscribe in respect of or any short position in relation to any relevant Bidco securities, nor has any such person dealt in any relevant Mediclinic securities or relevant Bidco securities during the Offer Period;
Mediclinic has received irrevocable undertakings in support of the Acquisition from those Mediclinic Directors who beneficially own Mediclinic Shares in respect of, in aggregate, 300,030 Mediclinic Shares (representing approximately 0.041 per cent. of the issued share capital of Mediclinic and 0.073 per cent. of the Scheme Shares eligible to vote at the Court Meeting) in each case as at the Latest Practicable Date, as set out below.
Copies of the irrevocable undertakings are available on Mediclinic's website at https:// investor.mediclinic.com/regulatory-news/offer-mediclinic-international-plc and will remain on display until the end of the Offer Period.
The Mediclinic Directors listed below have given irrevocable undertakings to vote, or procure votes, in favour of the Scheme at the Court Meeting and the Special Resolution proposed to implement the Scheme at the General Meeting (and, if the Acquisition is subsequently structured as a Takeover Offer, to accept any Takeover Offer made by Bidco in accordance with the terms of the irrevocable undertakings) in respect of those Mediclinic Shares that they legally and/or beneficially hold and the voting rights of which they control:
| % of Mediclinic's | % of Scheme | ||
|---|---|---|---|
| issued share | Shares as | ||
| Number of Shares in | capital as at the | at the Latest | |
| respect of which | Latest Practicable | Practicable | |
| Name of Mediclinic Director | undertaking is given | Date | Date |
| Carel Aron van der Merwe | 61,630 | 0.008% | 0.015% |
| Petrus Jurgens Myburgh | 94,500 | 0.013% | 0.023% |
| Danie Meintjes | 123,900 | 0.017% | 0.030% |
| Tom Singer | 20,000 | 0.003% | 0.005% |
| Total | 300,030 | 0.041% | 0.073% |
These irrevocable undertakings also extend to any shares acquired by the Mediclinic Directors as a result of the allocation of Mediclinic Shares or vesting of awards under the Mediclinic Share Plans.
The obligations of the Mediclinic Directors under the irrevocable undertakings shall remain binding in the event a higher competing offer is made for Mediclinic but shall terminate and be of no further force and effect:
Set out below are details of the service contracts of the Mediclinic Directors:
| Date of service contract and letter |
Effective date of | ||
|---|---|---|---|
| Name of Executive Director | of appointment | appointment | Notice period |
| Carel Aron van der Merwe | 27 November 2017 | 1 June 2018 | 6 months |
| Petrus Jurgens Myburgh | 4 May 2016 | 1 August 2016 | 6 months |
(A) Ronnie van der Merwe's (Group Chief Executive Officer) appointment commenced on 1 June 2018 and he is currently engaged under a letter of appointment and service agreement with Mediclinic and Mediclinic Group Services Pty Ltd dated 27 November 2017. His current annual base salary is £595,788, increased from £569,000 with effect from 1 April 2022. Jurgens Myburgh's (Group Chief Financial Officer) appointment commenced on 1 August 2016 and he is currently engaged under a letter of appointment and service agreement with Mediclinic and Mediclinic Group Services Pty Ltd dated 4 May 2016. His current annual base salary is £424,704, increased from £407,000 with effect from 1 April 2022. Each Mediclinic Executive Director's base salary is normally reviewed (but not necessarily increased) annually.
The non-executive Mediclinic Directors have entered into letters of appointment.
Each non-executive Mediclinic Director's letter of appointment is terminable by either party on three month's written notice. The non-executive Mediclinic Directors may also cease to hold office as a director in accordance with the Articles of Association.
Under letters of appointment, the non-executive Mediclinic Directors are appointed for an initial three-year term and are typically expected to serve two three-year terms, subject to the approval of the Mediclinic Board and re-election at annual general meetings of the Company. On 24 May 2022, the Mediclinic Board approved the appointment of Jannie Durand for a third three-year term and Tom Singer for a second three-year term.
| Name of Director | Date appointed Director |
Original letter of appointment date |
Fees (per annum) (£'000) |
|---|---|---|---|
| Dame Inga Beale (Chair) | 26 March 2020 | 26 March 2020 | 280 |
| Dr Muhadditha Al Hashimi | 1 November 2017 | 31 October 2017 | 81 |
| Natalia Barsegiyan | 1 August 2021 | 27 July 2021 | 80 |
| Zarina Bassa | 1 February 2022 | 27 July 2021 | 73 |
| Jannie Durand | 15 February 2016 | 11 February 2016 | 80 |
| Dr Felicity Harvey | On or around 3 October 2017 |
3 October 2017 | 100 |
| Danie Meintjes | 1 August 2018 | 25 May 2018 | 77 |
| Dr Anja Oswald | 25 July 2018 | 25 July 2018 | 78 |
| Tom Singer | 24 July 2019 | 24 July 2019 | 96 |
| Steve Weiner | 22 July 2020 | 22 July 2020 | 97 |
Mediclinic also maintains directors' and officers' insurance for the benefit of each non-executive Mediclinic Director. In accordance with its Articles of Association and to the extent permitted by law, Mediclinic Directors are granted an indemnity from Mediclinic in respect of liability incurred as a result of their appointment to the Mediclinic Board.
Save as disclosed above, there are no service contracts or letters of appointment, between any Mediclinic Director or proposed director of Mediclinic and any member of the Mediclinic Group and no such contract or letter of appointment has been entered into or amended within the six months preceding the date of this Document.
Save as set out in paragraph 10 of Part II (Explanatory Statement), the effect of the Scheme on the interests of the Mediclinic Directors does not differ from its effect on the like interests of any other holder of Scheme Shares.
Save as disclosed above, there are no other contracts of service between the Mediclinic Directors and the Company or any of its subsidiaries.
Save as disclosed in this paragraph 6:
The following table shows the Closing Price for Mediclinic Shares as derived from the Official List for the first UK Business Day of each of the six months before the date of this Document, for 23 March 2022 (being the last UK Business Day prior to the commencement of the Offer Period) and for the Latest Practicable Date:
| Date | Mediclinic Share price (p) |
|---|---|
| 1 February 2022 | 322.6 |
| 1 March 2022 | 330.2 |
| 1 April 2022 | 360.2 |
| 3 May 2022 | 368.6 |
| 1 June 2022 | 399.6 |
| 8 June 2022 | 425.0 |
| 1 July 2022 | 453.2 |
| Latest Practicable Date | 496.8 |
Save as disclosed below, no member of the Mediclinic Group has, during the period beginning 9 June 2020 (being two years prior to the commencement of the Offer Period) and ending on the Latest Practicable Date, entered into any material contract otherwise than in the ordinary course of business.
The following contracts, not being contracts entered into in the ordinary course of business, and which are or may be material, have been entered into by members of the Mediclinic Group during the period beginning 9 June 2020 (being two years prior to the commencement of the Offer Period) and ending on the Latest Practicable Date.
See paragraph 13 of Part II (Explanatory Statement) of this Document for further details on the Confidentiality Agreement.
See paragraph 13 of Part II (Explanatory Statement) of this Document for further details on the Co-operation Agreement.
See paragraph 13 of Part II (Explanatory Statement) of this Document for further details on the Joint Defence Agreement.
See paragraph 13 of Part II (Explanatory Statement) of this Document for further details on the Waiver Letter in relation to the Common Terms Agreement.
Save as disclosed below, no member of the Bidco Group has, during the period beginning 9 June 2020 (being two years prior to the commencement of the Offer Period) and ending on the Latest Practicable Date, entered into any material contract otherwise than in the ordinary course of business. The following contracts, not being contracts entered into in the ordinary course of business, and which are or may be material, have been entered into by members of the Bidco Group during the period beginning 9 June 2020 (being two years prior to the commencement of the Offer Period).
See paragraph 13 of Part II (Explanatory Statement) of this Document for further details on the Co-operation Agreement.
See paragraph 13 of Part II (Explanatory Statement) of this Document for further details on the Joint Defence Agreement.
See paragraph 13 of Part II (Explanatory Statement) of this Document for further details on the Bid Conduct Agreement.
See paragraph 13 of Part II (Explanatory Statement) of this Document for further details on the Subscription and Rollover Agreement.
See paragraph 13 of Part II (Explanatory Statement) of this Document for further details on the Shareholders' Agreement.
Save as disclosed below, no member of the Remgro Group has, during the period beginning 9 June 2020 (being two years prior to the commencement of the Offer Period) and ending on the Latest Practicable Date, entered into any material contract otherwise than in the ordinary course of business. The following contracts, not being contracts entered into in the ordinary course of business, and which are or may be material, have been entered into by members of the Remgro Group during the period beginning 9 June 2020 (being two years prior to the commencement of the Offer Period).
On 15 November 2021, Distell Group Holdings Limited ("Distell") and Heineken International B.V. ("Heineken") announced their intention to combine the Heineken Southern African business, including an interest in Namibia Breweries Limited, with the bulk of the Distell business (consisting of its cider, other ready-to-drink beverages, and spirits and wine business) in a new unlisted entity controlled by Heineken ("Newco"). The proposed transaction will include the unbundling by Distell of the unlisted shares in its subsidiary, Capevin Holdings Proprietary Limited ("Capevin"), which holds Distell's remaining assets, including its Scotch whisky business. The proposed transaction also includes (i) an offer by Newco to Distell shareholders to acquire their Distell shares for R165 per share, and/or unlisted shares in Newco, or a combination thereof, and (ii) an offer by Heineken to Distell shareholders to acquire their Capevin shares for R15 per share.
Remgro intends to elect to receive Newco shares for its Distell shares and is accordingly expected to be a significant shareholder in Newco. Furthermore, Remgro does not intend to accept the cash offer to be made by Heineken for the Capevin shares that it will receive and it is therefore expected to retain a controlling shareholding in Capevin. The proposed transaction was approved by the Distell shareholders on 15 February 2022 but is still subject to a number of conditions precedent, most notably the relevant regulatory approvals.
During January 2021, Remgro subscribed for 54,738 shares in Community Investment Ventures Holdings Proprietary Limited ("CIVH") for a total amount of R1,636 million further to a rights issue by CIVH. The share subscription increased Remgro's interest in CIVH marginally from 54.7 per cent. at 30 June 2020 to 55.2 per cent. at 30 June 2021.
During July 2021, Remgro subscribed for 67,364 shares in CIVH for a total amount of R2,124 million further to a subsequent rights issue. The proceeds of the rights issue were used to reduce the CIVH group's debt and to facilitate further growth. This share subscription (together with certain share repurchases during the period) increased Remgro's interest in CIVH from 55.2 per cent. at 30 June 2021 to 57 per cent. at 31 December 2021.
On 10 November 2021, Remgro advised its shareholders that CIVH and Vodacom Proprietary Limited ("Vodacom") reached an agreement in terms of which Vodacom will, through a combination of assets of approximately R4.2 billion and cash of at least R6 billion, acquire up to 40 per cent. of the ordinary shares of a newly created wholly-owned subsidiary of CIVH ("Infraco"), which will hold inter alia CIVH's current interests in Vumatel Proprietary Limited ("Vumatel") and Dark Fibre Africa Proprietary Limited ("DFA"). As a result of the proposed transaction, Remgro's indirect interest in DFA and Vumatel will dilute with the entrance of Vodacom as a shareholder, but Remgro will also obtain a direct interest in the assets contributed by Vodacom. The proposed transaction is still subject to various conditions precedent, inter alia regulatory approvals.
During May 2021, Remgro sold 40,000,000 FirstRand Limited ("FirstRand") shares through an accelerated book build offering for a gross consideration of R2,040 million (or R51 per share). The transaction reduced Remgro's interest in FirstRand from 4 per cent. to 3.3 per cent.
On 25 November 2021, Remgro agreed to dispose of its investment in Grindrod Shipping Holdings Limited ("Grindrod Shipping"). The transaction was concluded during January 2022 and Remgro sold its 4,239,580 shares in Grindrod Shipping for a gross consideration of R1,991 million.
See paragraph 13 of Part II (Explanatory Statement) of this Document for further details on the Confidentiality Agreement.
See paragraph 13 of Part II (Explanatory Statement) of this Document for further details on the Co-operation Agreement.
See paragraph 13 of Part II (Explanatory Statement) of this Document for further details on the Joint Defence Agreement.
See paragraph 13 of Part II (Explanatory Statement) of this Document for further details on the Bid Conduct Agreement.
See paragraph 13 of Part II (Explanatory Statement) of this Document for further details on the Subscription and Rollover Agreement.
The following contracts, not being contracts entered into in the ordinary course of business, and which are or may be material, have been entered into by members of the SAS Group during the period beginning 9 June 2020 (being two years prior to the commencement of the Offer Period) in connection with the Acquisition.
See paragraph 13 of Part II (Explanatory Statement) of this Document for further details on the Co-operation Agreement.
See paragraph 13 of Part II (Explanatory Statement) of this Document for further details on the Joint Defence Agreement.
See paragraph 13 of Part II (Explanatory Statement) of this Document for further details on the Bid Conduct Agreement.
See paragraph 13 of Part II (Explanatory Statement) of this Document for further details on the Subscription and Rollover Agreement.
See paragraph 13 of Part II (Explanatory Statement) of this Document for further details on the Shareholders' Agreement.
See paragraph 13 of Part II (Explanatory Statement) of this Document for further details on the Confidentiality Agreement.
See paragraph 13 of Part II (Explanatory Statement) of this Document for further details on the Co-operation Agreement.
See paragraph 13 of Part II (Explanatory Statement) of this Document for further details on the Joint Defence Agreement.
See paragraph 13 of Part II (Explanatory Statement) of this Document for further details on the Bid Conduct Agreement.
See paragraph 13 of Part II (Explanatory Statement) of this Document for further details on the Shareholders' Agreement.
See paragraph 13 of Part II (Explanatory Statement) of this Document for further details on the Waiver letter in relation to the Common Terms Agreement.
The aggregate fees and expenses expected to be incurred by Bidco and/or the Consortium in connection with the Acquisition (excluding any applicable VAT and other taxes) are expected to be approximately:
| Category | Amount (£)(1) |
|---|---|
| Financing arrangements | Nil |
| Financial and corporate broking advice | 26 million(2) (3) |
| Legal advice | 8 million(4) |
| Accounting advice | 0.25 million(4) |
| Public relations advice | 0.33 million |
| Other professional services | 0.15 million |
| Other costs and expenses | 15.6 million(5) |
| Total | 50.33 million |
Other costs and expenses includes stamp duty of 0.5 per cent. on the purchase price of the Mediclinic Shares acquired pursuant to the Acquisition (where applicable), securities transfer tax in South Africa of 0.25 per cent (where applicable) and other transfer costs associated with the transfer of Mediclinic Shares pursuant to the Rollover and Subscription Agreement.
The aggregate fees and expenses expected to be incurred by Mediclinic in connection with the Acquisition (excluding any applicable VAT and other taxes) are expected to be approximately:
| Category | Amount (£)(1) |
|---|---|
| Financial and corporate broking advice Legal advice |
31.11 million(2)(3) 6.31 million(4) |
| Accounting advice | Nil |
| Public relations advice | 0.25 million(5) |
| Other professional services | 0.30 million(3) (6) |
| Other costs and expenses | 0.24 million(3) (7) |
| Total | 38.22 million |
The Consideration payable by Bidco to Mediclinic Shareholders under the terms of the Acquisition will be financed by equity to be invested in Bidco by Remgro and SAS from their existing resources.
Nomura, in its capacity as financial adviser to the Consortium, is satisfied that the resources available to Bidco are sufficient to satisfy in full the Consideration payable to Mediclinic Shareholders under the terms of the Acquisition.
13.1 In addition to the Bidco Directors (together with their close relatives and related trusts), and members of the Bidco Group, the persons who, for the purposes of the Takeover Code, are acting in concert with Bidco are:
| Name | Registered Office/Business Address |
Relationship with Bidco |
|---|---|---|
| Nomura International plc | 1 Angel Lane, London, EC4R 3AB |
Financial adviser to Bidco |
| M&M Capital Ltd | 2nd Floor Regis House, 45 King William Street, London, United Kingdom, EC4R 9AN |
Financial adviser to Bidco |
| Centerview Partners UK LLP |
10 Norwich Street, London, EC4A 1BD |
Financial adviser to Remgro |
| Credit Suisse International | 1 Cabot Square, London, E14 4QJ |
Financial adviser to MSC |
| Remgro Health Ltd | No 2, The Forum, Grenville Street, St Helier, Jersey, JE1 4HH, Jersey |
Affiliated person of shareholder of Bidco |
| Remgro Healthcare Holdings (Pty) Ltd |
Head Office, Millennia Park, 16 Stellentia Avenue, Stellenbosch, 7600 |
Shareholder of Bidco |
| SAS Shipping Agencies Services S.a` r.l. |
Boulevard Joseph II, 11B, Luxembourg |
Shareholder of Bidco |
| Remgro Jersey GBP Ltd | No 2, The Forum, Grenville Street, St Helier, Jersey, JE1 4HH, Jersey |
Affiliated person of shareholder of Bidco |
| Visio Fund Management (Pty) Ltd |
92 Rivonia Rd, Wierda Valley, Sandton, 2196, South Africa |
Affiliated person of shareholder of Bidco |
| Sentio Capital Management (Pty) Ltd |
Illovo Edge, Building 3, 1st Floor, 5 Harries Road, Illovo, Johannesburg, South Africa, 2196 |
Affiliated person of shareholder of Bidco |
| Pieter J Uys | Head Office, Millennia Park, 16 Stellentia Avenue, Stellenbosch, 7600 |
Alternate director of a director of Mediclinic(1) |
(1) Alternate director of Jannie Durand (Chief Executive Officer of Remgro) in relation to his position on the Mediclinic Board.
13.2 In addition to the Independent Mediclinic Directors (together with their close relatives and related trusts) and members of the Mediclinic Group (and their related pension schemes), the persons who, for the purposes of the Takeover Code, are acting in concert with Mediclinic are:
| Name | Address/Registered office | Relationship with Mediclinic |
|---|---|---|
| Morgan Stanley & Co International plc |
25 Cabot Square, Canary Wharf, London, E14 4QA |
Financial adviser to Mediclinic |
| UBS AG London Branch | 5 Broadgate, London EC2M 2QS, United Kingdom |
Financial adviser to Mediclinic |
| The Standard Bank of South Africa Limited |
9th Floor, Standard Bank Centre, 5 Simmonds Street, Johannesburg, Gauteng, 2001, South Africa |
Financial adviser to Mediclinic |
The following FY23 Guidance Statements, as set out in Mediclinic's 2022 Full-Year Results, are classed as profit forecasts under the Takeover Code, as set out in Mediclinic's 2022 Full-Year Results:
The FY23 Guidance Statements are based on the Mediclinic Group's current internal forecast for the remainder of the year ending 31 March 2023.
The basis of accounting used for the FY23 Guidance Statements is consistent with the Mediclinic Group's existing accounting policies, which are in accordance with UK adopted International Accounting Standards, IFRS as adopted by the EU and IFRS as issued by the International Accounting Standards Board, were applied in the preparation of the Mediclinic Group's financial statements for the year ending 31 March 2022 and are expected to be applied in the preparation of the Mediclinic Group's financial statements for the year ending 31 March 2023. The divisional information has been prepared on the basis of local currencies in each of the relevant divisions, being Rand in Southern Africa, Swiss franc in Switzerland and UAE dirham in the Middle East.
The FY23 Guidance Statements have been prepared on the basis referred to above and subject to the principal assumptions set out below. The FY23 Guidance Statements are inherently uncertain and there can be no guarantee that any of the factors referred to under "Assumptions" below will not occur and/or, if they do, their effect on the Mediclinic Group's results of operations, financial condition or financial performance, may be material. The FY23 Guidance Statements should therefore be read in this context and construed accordingly.
In confirming the FY23 Guidance Statements remain valid, the Mediclinic Directors have made the following principal assumptions in respect of the financial year ended 31 March 2023:
Factors outside the influence or control of the Mediclinic Directors for the year ending 31 March 2023
Factors within the influence or control of the Mediclinic Directors for the year ending 31 March 2023:
no health and safety issues experienced by the Mediclinic Group;
no unplanned capital expenditure or asset disposals conducted by or affecting the Mediclinic Group;
in the case of each principal assumption, which is material in the context of the FY23 Guidance Statements.
The Mediclinic Directors confirm that the FY23 Guidance Statements remain valid and have been properly compiled on the basis of the principal assumptions stated above and that the basis of accounting used is consistent with Mediclinic's accounting policies as set out above.
There has been no significant change in the financial or trading position of Mediclinic since 31 March 2022, being the date to which Mediclinic's last published accounts were prepared.
Each of Nomura, M&M Capital, Centerview, Credit Suisse, UBS, Morgan Stanley and Standard Bank have given and not withdrawn its written consent to the issue of this Document with the inclusion of references to its name in the form and context in which they are included.
Underlying SA or Namibian Shareholders holding Mediclinic Shares in uncertificated form through the Strate system without "own name" registration and who have any questions must contact their respective CSDPs or Brokers holding Mediclinic Shares on their behalf.
Copies of the following documents will be available for viewing on the websites of Mediclinic, Remgro and MSC at https://investor.mediclinic.com/regulatory-news/offer-mediclinic-international-plc, https:// www.remgro.com/media-centre/disclaimer/mediclinic-offer/ and https://www.msc.com/en/newsroom/ press-releases respectively by no later than 12:00 p.m. on the UK Business Day following the date of publication of this Document (subject to any applicable restrictions relating to persons resident in Restricted Jurisdictions):
In this Document, unless otherwise stated, or the context otherwise requires, the following bases and sources have been used:
interests of £139 million less £47 million attributable to the combined company of Clinique des Grangettes and Clinique La Colline), a reported written put option redemption liability of £126 million as at 31 March 2022 relating to a put/call agreement over the remaining 40 per cent. interest in the combined company of Clinique des Grangettes and Clinique La Colline, and reported net retirement benefit obligations of £138 million as at 31 March 2022, less reported equity instruments of £7 million as at 31 March 2022;
Unless otherwise stated, the financial information relating to Mediclinic is extracted from the audited consolidated financial statements of Mediclinic for the financial year to 31 March 2022, prepared in accordance with IFRS.
| "2.7 Announcement" | the announcement made by Bidco on 4 August 2022 of its firm intention to make a cash offer for Mediclinic; |
|---|---|
| "2021 Mediclinic Annual Report" | the annual report and audited accounts of the Mediclinic Group for the 12 months ended 31 March 2021; |
| "2022 Mediclinic Annual Report" | the annual report and audited accounts of the Mediclinic Group for the 12 months ended 31 March 2022; |
| "Acquisition" | the recommended cash offer being made by Bidco to acquire the entire issued and to be issued ordinary share capital of Mediclinic (excluding the 328,497,888 Mediclinic Shares owned by the Relevant Remgro Subsidiaries which are not Scheme Shares) to be effected by means of the Scheme (or by way of Takeover Offer under certain circumstances described in this Document) and, where the context admits, any subsequent revision, variation, extension or renewal thereof; |
| "Acquisition Price" | 504 pence per Scheme Share comprising the Consideration of 501 pence per Mediclinic Share and the FY22 Final Dividend; |
| "Antitrust Regulator" | any central bank, ministry, governmental, quasi-governmental, supranational (including the European Union), statutory, regulatory or investigative body, authority or tribunal (including any national or supranational antitrust, competition or merger control authority (including the European Commission and the UK Competition and Markets Authority), any sectoral ministry or regulator and any foreign investment review body), national state, municipal or local government (including any subdivision, court, tribunal, administrative agency or commission or other authority thereof), any entity owned or controlled by them, any private body exercising any regulatory, taxing, importing or other authority, trade agency, association, institution or professional or environmental body in any jurisdiction; |
| "Articles of Association" | the articles of association of Mediclinic from time to time; |
| "Authorisations" | regulatory authorisations, orders, recognitions, grants, consents, clearances, confirmations, certificates, licences, permissions or approvals, in each case of a Third Party; |
| "Bid Conduct Agreement" | the bid conduct agreement entered into between Remgro and SAS on 4 August 2022, as described in paragraph 13 of Part II (Explanatory Statement) of this Document; |
| "Bidco" | Manta Bidco Limited, a company incorporated in England and Wales with company number 14259315 and with its registered office address at Hackwood Secretaries Limited, One Silk Street, London, United Kingdom, EC27 8HQ; |
| "Bidco Board" | the Bidco Directors acting together as the board of directors of Bidco; |
| "Bidco Directors" | the directors of Bidco, whose names are set out in paragraph 2.2 of Part VIII (Additional Information on Mediclinic, Bidco and the Consortium); |
| "Bidco Group" | Bidco and its subsidiary undertakings (including Bidco) and where the context permits, each of them; |
| "Blocking Law" | (i) any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996 (or any law or regulation implementing such Regulation in any member state of the European Union); or (ii) any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996, as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018; |
|---|---|
| "Broker" | any person registered as a "broking member (equities)" in terms of the requirements of the JSE and in accordance with the provisions of the Financial Markets Act, including any nominee of such person; |
| "Business Day" | a day (other than a Saturday, Sunday or a public holiday in London or Johannesburg) on which banks are open for business in London and Johannesburg; |
| "Centerview" | Centerview Partners UK LLP; |
| "certificated" or "in certificated form" |
a share or other security which is not in uncertificated form (that is, not held through CREST or Strate); |
| "Certificated SA Shareholder" | a Mediclinic Shareholder registered on the South African Register who holds Scheme Shares in certificated form; |
| "CGT" | UK capital gains tax and/or South African capital gains tax, as the case may be; |
| "Closing Price" | the closing middle market price of a Mediclinic Share on a particular trading day as derived from the Daily Official List; |
| "Companies Act" | the Companies Act 2006, as amended from time to time; |
| "Conditions" | the conditions to the implementation of the Acquisition (including the Scheme) which are set out in Part III (Conditions to the Implementation of the Scheme and to the Acquisition) of this Document; |
| "Confidentiality Agreement" | the confidentiality agreement entered into between Mediclinic, Remgro and MSC, dated 11 July 2022 as described in paragraph 13 of Part II (Explanatory Statement) of this Document; |
| "Consideration" | the consideration payable to Scheme Shareholders pursuant to the Acquisition, comprising 501 pence in cash per Scheme Share (as the same may be reduced subject to, and in accordance with, the terms of the Scheme) |
| "Consortium" | Remgro and SAS, together; |
| "Co-operation Agreement" | the agreement dated 4 August 2022 between Bidco, SAS, Remgro and Mediclinic relating to, among other things, the implementation of the Acquisition, as described in paragraph 13 of Part II (Explanatory Statement) of this Document; |
| "Court" | the High Court of Justice in England and Wales; |
| "Court Meeting" | the meeting of Scheme Shareholders (and any adjournment, postponement or reconvening thereof) convened pursuant to an order of the Court pursuant to section 896 of the Companies Act, notice of which is set out in Part X (Notice of Court Meeting) of this Document, for the purpose of considering and, if thought fit, approving (with or without modification) the Scheme, including any adjournment, postponement or reconvening thereof; |
| "Court Order" | the order of the Court sanctioning the Scheme under section 899 of the Companies Act; |
|---|---|
| "Court Sanction Date" | the date on which the Scheme is sanctioned by the Court; |
| "CPC" | Cypriot Commission for the Protection of Competition; |
| "Credit Suisse" | Credit Suisse International; |
| "CREST" | the system for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear in accordance with the relevant system (as defined in the CREST Regulations) of which Euroclear is the Operator (as defined in the CREST Regulations); |
| "CREST Applications Host" | the communication hosting system operated by Euroclear; |
| "CREST Manual" | the CREST Manual published by Euroclear, as amended from time to time; |
| "CREST Proxy Instruction" | has the meaning given to it on page 14 (Action to be Taken); |
| "CREST Regulations" | the Uncertificated Securities Regulations 2001 (SI 2001/3755) (including as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2019), as amended from time to time (including by means of the Uncertificated Securities (amendment and EU Exit) Regulations 2019 (SI 2019/679)); |
| "CSDP" | a central securities depository participant, being a participant as defined in the Financial Markets Act; |
| "Currency Exchange Announcement" |
the announcement made on SENS on or before the last SA Business Day prior to the last day to trade Mediclinic Shares on the JSE in order to participate in the Scheme and receive the Consideration which communicates the Consideration in Rand and the GBP/ZAR Exchange Rate; |
| "Daily Official List" | the daily official list of the London Stock Exchange; |
| "Dealing Disclosure" | an announcement pursuant to Rule 8 of the Takeover Code containing details of dealings in interests in relevant securities of a party to an offer; |
| "Deferred Bonus Awards" | conditional share awards made under the Deferred Bonus Plan or the Omnibus Share Plan (as applicable) by way of deferral of annual bonus payments; |
| "Deferred Bonus Plan" | the Mediclinic Annual Share Incentive Plan adopted by Mediclinic Directors on 6 July 2015; |
| "Disclosed" | the information disclosed by, or on behalf of Mediclinic, (i) in the annual report and accounts of the Mediclinic Group for the financial year ended 31 March 2022; (ii) in the 2.7 Announcement (or any of the documents listed in paragraph 17 of the 2.7 Announcement); (iii) in any other announcement to a Regulatory Information Service by, or on behalf of Mediclinic prior to the publication of the 2.7 Announcement; (iv) in filings with the Registrar of Companies in the last two years; or (v) as otherwise fairly disclosed to Bidco, Remgro or SAS (or each of |
| their respective officers, employees, agents or advisers) in writing prior to the date of the 2.7 Announcement (including via the virtual data room operated by or on behalf of Mediclinic and any written replies to information requests and correspondence in connection therewith); or (vi) expressly disclosed to Bidco, Remgro or SAS (or each of their respective officers, employees, agents or advisers) during any management due diligence sessions held by Mediclinic in respect of the Acquisition and in each case any written replies and correspondence in connection therewith); |
|
|---|---|
| "Disclosure Guidance and Transparency Rules" |
the disclosure guidance and transparency rules of the FCA made under section 73A of FSMA and forming part of the FCA's Handbook of rules and guidance, as amended from time to time; |
| "Disclosure Period" | the period commencing on 9 June 2021 (being the date 12 months prior to the start of the Offer Period) and ending on the Latest Practicable Date; |
| "Document" | this Document dated 30 August 2022 addressed to Mediclinic Shareholders containing the Scheme and an explanatory statement in compliance with section 897 of the Companies Act; |
| "EBITDA" | earnings before interest, tax, depreciation and amortisation; |
| "Effective" | in the context of the Acquisition: |
| (i) if the Acquisition is implemented by way of the Scheme, the Scheme having become effective pursuant to its terms; or |
|
| (ii) if the Acquisition is implemented by way of the Takeover Offer (with the Panel's consent and subject to and in accordance with the terms of the Co-operation Agreement), the Takeover Offer having been declared or having become unconditional in accordance with the requirements of the Takeover Code; |
|
| "Effective Date" | the date on which either the Acquisition becomes Effective in accordance with its terms or, subject to the terms of the Co-operation Agreement, if Bidco elects, and the Panel consents, to implement the Acquisition by way of a Takeover Offer, the date on which such Takeover Offer becomes or is declared unconditional; |
| "Enlarged Group" | the combined Mediclinic Group and Bidco following completion of the Acquisition; |
| "Euroclear" | Euroclear UK & Ireland International Limited; |
| "Excluded Shares" | any Mediclinic Shares which are: |
| (i) registered in the name of or beneficially owned by: (1) Bidco and/or any member of the Bidco Group; and/or (2) any nominee of the foregoing; |
|
| (ii) registered in the name of or beneficially owned by any one or more of the (1) Relevant Remgro Subsidiaries and/or (2) any nominee of the foregoing; or |
|
| (iii) held in treasury by the Company, |
|
| in each case, at any relevant date or time; | |
| "Executive Directors" | the executive directors of Mediclinic as at the date of this Document and "Executive Director" means any one of them; |
| "Explanatory Statement" | the explanatory statement (in compliance with section 897 of the Companies Act) relating to the Scheme, as set out in this Document; |
|---|---|
| "FAIS Act" | the South African Financial Advisory and Intermediary Services Act (No 37 of 2002), as amended; |
| "FCA" or "Financial Conduct Authority" |
the Financial Conduct Authority of the United Kingdom, acting in its capacity as the competent authority for the purposes of FSMA, or its successor from time to time; |
| "Finalisation Announcement" | the announcement made on SENS on the last day to trade Mediclinic Shares on the JSE which communicates inter alia the result of the Scheme Court Hearing; |
| "FinSurv" | the Financial Surveillance Department of the South African Reserve Bank; |
| "Financial Markets Act" | the South African Financial Markets Act (No 19 of 2012), as amended; |
| "Form(s) of Proxy" | either or both (as the context demands) of the BLUE Form of Proxy in relation to the Court Meeting and/or the YELLOW Form of Proxy in relation to the General Meeting; |
| "Form of Surrender and Transfer" | the form of surrender and transfer of documents of title for use by Scheme Shareholders who hold their Scheme Shares in certificated form on the South African Register; |
| "FSMA" | the Financial Services and Markets Act 2000, as amended; |
| "FY22 Final Dividend" | the final dividend declared by Mediclinic on 25 May 2022 and approved at the Mediclinic annual general meeting on 28 July 2022 for the financial year ended 31 March 2022 of 3 pence per Mediclinic Share, paid on 26 August 2022 to those Mediclinic Shareholders who were on the register of members of the Company on 5 August 2022; |
| "FY23" | in relation to Mediclinic, the financial year ending 31 March 2023; |
| "FY23 Guidance Statements" | the statements in paragraph 14.1 of Part VIII (Additional Information on Mediclinic, Bidco and the Consortium), which are classed as profit forecasts for the purposes of the Takeover Code; |
| "GBP/ZAR Exchange Rate" | the average exchange rate obtained by Bidco on the exchange of the Consideration payable to Scheme Shareholders registered on the South African Register into Rand through one or more market transactions over one or more days prior to the last day to trade the Mediclinic Shares on the JSE in order to participate in the Scheme and receive the Consideration, and as announced in the Currency Exchange Announcement; |
| "General Meeting" | the general meeting of Mediclinic Shareholders, convened by the notice set out in Part XI (Notice of General Meeting) of this Document, including any adjournment, postponement or reconvening thereof, for the purposes of considering and, if thought fit, approving the Special Resolution; |
| "holder" | a registered holder and includes any person(s) entitled by transmission; |
|---|---|
| "IFRS" | International Financial Reporting Standards |
| "Independent Mediclinic Directors" the directors of Mediclinic, from time to time, other than Jannie Durand (and his alternate director) and (to the extent applicable) any other director of Mediclinic appointed by Remgro pursuant to the Relationship Agreement (and such director's alternate director); |
|
| "Initial Proposal" | the initial non-binding proposal received from the Consortium on 26 May 2022 for a possible cash offer at 463 pence per Mediclinic Share (including the FY22 Final Dividend); |
| "Joint Defence Agreement" | the joint defence agreement dated 3 August 2022 between Bidco, Remgro, Mediclinic and their respective legal advisers, a summary of which is set out in paragraph 13 of Part II (Explanatory Statement) of this Document; |
| "Johannesburg Stock Exchange" or "JSE" |
either (i) the JSE Limited (registration number 2005/022939/06), a public company duly registered and incorporated in accordance with the laws of South Africa and licensed as an exchange under the Financial Markets Act; or (ii) the securities exchange operated by JSE Limited, depending on context; |
| "JSE Listings Requirements" | the listings requirements of the JSE, as amended from time to time; |
| "Latest Practicable Date" | close of business on 23 August 2022, being the latest practicable date before publication of this Document |
| "Listing Rules" | the listing rules, made by the FCA under Part 6 of FSMA, as amended from time to time; |
| "London Stock Exchange" | the London Stock Exchange plc or its successor; |
| "Longstop Date" | 30 June 2023, or such later date as may be agreed by Bidco and Mediclinic (with the Panel's consent and as the Court may approve (if such approval(s) are required)); |
| "Long Term Incentive Plan" | the Mediclinic International plc Long Term Incentive Plan adopted by the Mediclinic Directors on 20 June 2013; |
| "LTI Awards" | conditional share awards made under the Long Term Incentive Plan or the Omnibus Share Plan (as applicable) which are subject to performance conditions; |
| "M&M Capital" | M&M Capital Limited; |
| "Market Abuse Regulation" | the retained EU law version of Regulation (EU) No. 596/2014 of the European Parliament and the Council of 16 April 2014 on market abuse as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018; |
| "Mediclinic" or "the Company" | Mediclinic International plc; |
| "Mediclinic Board" | the Mediclinic Directors acting together as the board of directors of Mediclinic; |
| "Mediclinic Directors" | the directors of Mediclinic, whose names, as at the Latest Practicable Date, are set out in paragraph 2.1 of Part VIII (Additional Information on Mediclinic, Bidco and the Consortium) of this Document; |
| "Mediclinic's 2022 Full-Year Results" |
Mediclinic's full-year results for the financial year ended 31 March 2022, as announced on 25 May 2022; |
| "Mediclinic's AGM Statement" | means the statement made by Mediclinic on 28 July 2022 in respect of the Mediclinic Annual General Meeting 2022, which also included a trading update for the first quarter of the financial year ended 31 March 2023; |
|---|---|
| "Mediclinic Group" | Mediclinic and its subsidiary undertakings and, where the context permits, each of them; |
| "Mediclinic Remuneration Committee" |
the remuneration committee of the board of directors of Mediclinic; |
| "Mediclinic Shareholders" | the holders of Mediclinic Shares; |
| "Mediclinic Shares" | the existing unconditionally allotted or issued and fully paid ordinary shares of 10 pence each in the capital of Mediclinic and any further such ordinary shares which are unconditionally allotted or issued before the Scheme becomes Effective; |
| "Mediclinic Share Plans" | each of the Deferred Bonus Plan, Long Term Incentive Plan and Omnibus Share Plan, in each case as amended from time to time; |
| "Morgan Stanley" | Morgan Stanley & Co. International plc; |
| "Meeting" | the Court Meeting and/or the General Meeting, as the case may be; |
| "MSC" | MSC Mediterranean Shipping Company SA; |
| "Namibia" | the Republic of Namibia; |
| "Namibian Competition Act" | the Namibian Competition Act (No 2 of 2003), as amended; |
| "Namibian Competition Authorities" |
the commission established pursuant to Chapter 2 of the Namibian Competition Act or the Minister of Trade and Industry, the Namibian High Court, or the Namibian Supreme Court, as the case may be; |
| "Namibian Stock Exchange" or "NSX" |
the Namibian Stock Exchange, operated under the Namibian Stock Exchanges Control Act (No 1 of 1985), as amended; |
| "Nomura" | Nomura International plc; |
| "Non-Executive Directors" | the non-executive directors of Mediclinic as at the date of this Document; |
| "Non-UK Holders" | has the meaning given to it in Part VII (Additional Information for Overseas Shareholders); |
| "Offer Period" | the offer period (as defined in the Takeover Code) relating to Mediclinic, which commenced on 9 June 2022, and ending on the earlier of the date on which it is announced that the Scheme has become Effective and/or the date on which it is announced that the Scheme has lapsed or has been withdrawn (or such other date as the Takeover Code may provide or the Panel may decide); |
| "Official List" | the Official List maintained by the FCA pursuant to Part 6 of FSMA; |
| "Omnibus Share Plan" | the Mediclinic International plc 2022 Omnibus Share Plan approved at the Mediclinic annual general meeting on 28 July 2022; |
| "Opening Position Disclosure" | has the same meaning as in Rule 8 of the Takeover Code; |
| "Overseas Shareholders" | Mediclinic Shareholders (or nominees of, or custodians or trustees for Mediclinic Shareholders) not resident in, or nationals or citizens of the United Kingdom; |
|---|---|
| "Panel" | the Panel on Takeovers and Mergers of the United Kingdom, or any successor to it; |
| "Prudential Regulation Authority" | the Prudential Regulation Authority or its successor from time to time; |
| "Q1 2023" | in relation to Mediclinic, the first quarter of the financial year ended 31 March 2023; |
| "Registrar of Companies" | the Registrar of Companies in England and Wales; |
| "Regulatory Information Service" | any information service authorised from time to time by the FCA for the purpose of disseminating regulatory announcements; |
| "Relationship Agreement" | the relationship agreement entered into on 14 October 2015 between Mediclinic and Remgro; |
| "Remgro" | Remgro Limited; |
| "Remgro Directors" | the directors of Remgro from time to time; |
| "Remgro Group" | Remgro and its subsidiary undertakings and, where the context permits, each of them; |
| "Relevant Remgro Subsidiaries" | the following wholly-owned subsidiaries of Remgro: Remgro Health Limited; Remgro Healthcare Holdings Proprietary Limited; and Remgro Jersey GBP Limited; |
| "Restricted Jurisdiction" | any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Acquisition is sent or made available to Mediclinic Shareholders in that jurisdiction or would result in a requirement to comply with any governmental or other consent or any registration, filing, or other formality which Mediclinic regards as overly onerous; |
| "Restricted Shares" | any Mediclinic Shares: |
| (i) acquired by Visio since the beginning of the Offer Period; and |
|
| (ii) in respect of which Visio has the discretion and/or ability to control the exercise of the voting rights; |
|
| "SA Business Day" | a day (other than a Saturday, Sunday or a public holiday in South Africa) on which banks are open for business in Johannesburg; |
| "SA Record Date" | the date on which the South African Register must be in final form, meaning that the South African Register has been updated to reflect all dealings in Mediclinic Shares on the JSE and NSX up to and including the last day to trade Mediclinic Shares on the JSE and NSX in order to participate in the Scheme and receive the Consideration, being at 5:00 p.m. (SAST) three SA Business Days after such last date to trade; |
| "SAS" | SAS Shipping Agencies Services S.à r.l.; |
| "SAS Group" | SAS and its subsidiary undertakings and, where the context permits, each of them; |
| "SAS Responsible Persons" | the directors of SAS from time to time, and Diego Aponte and Alexa Aponte; |
| "SAST" | South African standard time; |
|---|---|
| "SDRT" | UK stamp duty reserve tax; |
| "Scheme" or "Scheme of Arrangement" |
the proposed scheme of arrangement under Part 26 of the Companies Act between Mediclinic and holders of Scheme Shares, as set out in Part IV (The Scheme of Arrangement) of this Document, with or subject to any modification, addition or condition approved or imposed by the Court and agreed by Mediclinic and Bidco; |
| "Scheme Court Hearing" | the hearing of the Court to sanction the Scheme pursuant to section 899 of the Companies Act and any adjournment, postponement or reconvening thereof; |
| "Scheme Record Time" | 6:00 p.m. (London time) on the UK Business Day on which the Court makes the Court Order or such other time as Mediclinic and Bidco may agree; |
| "Scheme Shareholders" | the holders of Scheme Shares and a "Scheme Shareholder" shall mean any one of those Scheme Shareholders; |
| "Scheme Shares" | the Mediclinic Shares: |
| (i) in issue at the date of this Scheme; |
|
| (ii) (if any) issued after the date of this Document and prior to the Voting Record Time; and |
|
| (iii) (if any) issued at or after the Voting Record Time and prior to the Scheme Record Time either on terms that the original or any subsequent holder thereof shall be bound by this Scheme or shall by such time have agreed in writing to be bound by this Scheme, |
|
| in each case (where the context requires), remaining in issue at the Scheme Record Time but excluding any Excluded Shares; |
|
| "SEC" | the US Securities and Exchange Commission; |
| "SENS" | the Stock Exchange News Service of the JSE; |
| "Share Plan Notices" | the communications to participants in the Mediclinic Share Plans regarding the effect of the Scheme on their rights under the Mediclinic Share Plans and the details of the arrangements applicable to them; |
| "Shareholder Helpline" | the helpline set up by the UK Registrar and the South African Registrar, further details of which are provided in paragraph 11 of Part II (Explanatory Statement); |
| "Shareholders' Agreement" | the shareholders' agreement dated 4 August 2022 between Bidco, the Relevant Remgro Subsidiaries and SAS, a summary of which is set out at paragraph 13 of Part II (Explanatory Statement) of this Document; |
| "Significant Interest" | in relation to an undertaking, a direct or indirect interest of 20 per cent. or more of the total voting rights conferred by the equity share capital (as defined in section 548 of the Companies Act) of such undertaking; |
| "South Africa" | the Republic of South Africa; |
| "South African Competition Act" | the South African Competition Act (No 89 of 1998), as amended; |
"South African Competition Authorities" the commission established pursuant to Chapter 4, Part A of the South African Competition Act or the tribunal established pursuant to Chapter 4, Part B of the South African Competition Act or the appeal court established pursuant to Chapter 4, Part C of the South African Competition Act or the South African Constitutional Court, as the case may be;
"Strate" Strate Proprietary Limited, registration number 1998/022242/07, a private company incorporated in accordance with the laws of South Africa and a registered central securities depository licensed under the Financial Markets Act and responsible for the electronic custody and settlement system used by the Johannesburg Stock Exchange;
"Strate Nominee" PLC Nominees (Pty) Limited, incorporated and registered in South Africa with registration number 1998/002235/07, a company indirectly wholly owned by Strate;
"Subscription and Rollover Agreement"
"STT" South African Securities Transfer Tax;
the subscription and rollover agreement dated 4 August 2022 between the Relevant Remgro Subsidiaries, SAS and Bidco, as described in paragraph 13 of Part II (Explanatory Statement) of this Document;
"Takeover Code" The City Code on Takeovers and Mergers, as amended from time to time;
"Takeover Offer" should the Acquisition be implemented by way of a Takeover Offer as defined in Chapter 3 of Part 28 of the Companies Act, the offer to be made by or on behalf of Bidco to acquire the entire issued and to be issued ordinary share capital of Mediclinic (excluding the 328,497,888 Mediclinic Shares owned by the Relevant Remgro Subsidiaries which are not Scheme Shares) and, where the context admits, any subsequent revision, variation, extension or renewal of such takeover offer;
| "Third Party" | each of a central bank, government or governmental, quasi governmental, supranational, statutory, regulatory, environmental, administrative, fiscal or investigative body, court, trade agency, association, institution, environmental body, employee representative body or any other body or person whatsoever in any jurisdiction; |
|---|---|
| "treasury shares" | any ordinary shares of Mediclinic held by Mediclinic as treasury shares; |
| "UAE" | United Arab Emirates; |
| "UBS" | UBS AG London Branch; |
| "UK" or "United Kingdom" | the United Kingdom of Great Britain and Northern Ireland; |
| "UK Business Day" | a day (other than a Saturday, Sunday or a bank holiday in England) on which banks are open for business in London; |
| "UK Holders" | has the meaning given to it in Part VI (Taxation); |
| "UK Register" | the principal register of members (within the meaning of section 113 of the Companies Act) of the Company kept and maintained on behalf of the Company by the UK Registrar; |
| "UK Registrar" or "Receiving Agent" |
Computershare Investor Services PLC, a company incorporated in England and Wales with registered number 03498808, Mediclinic's registrar in the UK; |
| "uncertificated" or "in uncertificated form" |
in relation to a share or other security, a share or other security title to which is recorded on the relevant register of the share or security as being held in uncertificated form in CREST or Strate, as applicable, and title to which may be transferred by means of CREST or Strate, as applicable; |
| "Underlying SA or Namibian Shareholder" |
the holder of a beneficial entitlement to Mediclinic Shares held in uncertificated form through the Strate system and with respect to whom the registered holder of such Mediclinic Shares on the South African Register is the Strate Nominee; |
| "US" or "United States" | the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and all other areas subject to its jurisdiction and any political sub-division thereof; |
| "US Exchange Act" | the US Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder; |
| "US Mediclinic Shareholder" | a Mediclinic Shareholder resident or located in the United States of America and all other areas subject to its jurisdiction and any political sub-division thereof; |
| "Visio" | Visio Fund Management (Pty) Ltd; |
| "Voting Record Time" | 6:30 p.m. (London time) (7:30 p.m. SAST) on the day which is two UK Business Days prior to the date of the Court Meeting and the General Meeting or, if the Court Meeting and/or the General Meeting is adjourned, 6:30 p.m. (London time) (7:30 p.m. SAST) on the day which is two UK Business Days before the date of such adjourned Meeting; |
"ZAR", "R" and "Rand" South African rand, the official currency of South Africa.
For the purposes of this Document:
IN THE HIGH COURT OF JUSTICE BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES COMPANIES COURT (ChD)
INSOLVENCY AND COMPANIES COURT JUDGE PRENTIS
CR-2022-002384
and
NOTICE IS HEREBY GIVEN that, by an order dated 25 August 2022 made in the above matters, the Court has given permission for a meeting (the "Court Meeting") to be convened of the holders of Scheme Shares as at the Voting Record Time (each as defined in the Scheme (defined below)) for the purpose of considering and, if thought fit, approving (with or without modification) a scheme of arrangement proposed to be made pursuant to Part 26 of the Companies Act 2006 (the "Companies Act") between Mediclinic International plc (the "Company") and the holders of Scheme Shares (the "Scheme") and that such meeting will be held at The Auditorium, UBS Investment Bank, 5 Broadgate, London, EC2M 2QS at 12:00 p.m. (London time) (1:00 p.m. SAST) on Monday 26 September 2022.
A copy of the Scheme and a copy of the explanatory statement required to be published pursuant to section 897 of the Companies Act are incorporated in the Document of which this notice forms part.
Unless the context requires otherwise, any capitalised term used but not defined in this notice shall have the meaning given to such term in the Document of which this notice forms part.
Voting on the resolution to approve the Scheme will be by poll, which shall be conducted as the Chair of the Court Meeting may determine.
Any changes to the arrangements for the Court Meeting will be communicated to you before the Meetings, through Mediclinic's website https://investor.mediclinic.com/regulatory-news/offer-mediclinicinternational-plc and by announcement through a Regulatory Information Service and corresponding publication on SENS.
Voting at the Court Meeting will be by poll. It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of opinion of Scheme Shareholders. Scheme Shareholders entitled to attend and vote at the Court Meeting may vote in person or they may appoint another person, whether a member of the Company or not, as their proxy to attend and vote at the Court Meeting. Scheme Shareholders are strongly encouraged to submit proxy appointments and instructions for the Court Meeting as soon as possible, using any of the methods set out below.
Underlying SA or Namibian Shareholders who hold Mediclinic Shares in uncertificated form through the Strate system without "own name" registration should not complete any Forms of Proxy and should contact their CSDP or Broker to obtain the necessary documentation in order to provide voting instructions in relation to the Meetings in the manner and by the cut off time stipulated by their CSDP or Broker in terms of the custody agreement between them and their CSDP or Broker. If their CSDP or Broker does not obtain voting instructions from them, or, if requested to do so, provide them with letters of representation, their CSDP or Broker will be obliged to act in accordance with the instructions contained in the custody agreement between them and their CSDP or Broker. Subject to the mandate between such Underlying SA or Namibian Shareholder and its CSDP or Broker, Underlying SA or Namibian Shareholders may seek to change the way in which their Mediclinic Shares are held in order to become a registered Mediclinic Shareholder and vote their shares directly at the Court Meeting. In order to be able to vote directly, any such change would need to be effected prior to the Voting Record Date.
The completion and return of the BLUE Form of Proxy (or, in the case of Mediclinic Shares held on the UK Register, transmission of a proxy appointment or voting instruction online through the website of the UK Registrar at www.investorcentre.co.uk/eproxy or, in the case of Mediclinic Shares held through CREST, via the CREST system) will not prevent you from attending and voting at the Court Meeting if you are entitled to and wish to do so.
A BLUE Form of Proxy, for use at the Court Meeting, has been provided with this notice. Instructions for its use are set out on the form. It is requested that the BLUE Form of Proxy (together with any power of attorney or other authority, if any, under which it is signed, or a duly certified copy thereof) be returned to the UK Registrar by post or courier to Computershare, either in writing to The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, so as to be received as soon as possible and ideally not later than 12:00 p.m. (London time) (1:00 p.m. SAST) on Thursday 22 September 2022 (or, in the case of an adjournment of the Court Meeting, 48 hours (excluding any part of such 48 hour period falling on a day that is not a UK Business Day) before the time appointed for the adjourned meeting).
If the BLUE Form of Proxy for the Court Meeting (together with any power of attorney or other authority, if any, under which it is signed, or a duly certified copy thereof) is not lodged by the relevant time, it may be: (i) scanned and emailed to the UK Registrar at the following email address: #[email protected]; or (ii) presented in person to the Computershare representative who will be present at the Court Meeting, any time prior to the commencement of the Court Meeting (or any adjournment thereof).
In respect of Mediclinic Shareholders on the UK Register only, as an alternative to completing and returning the printed BLUE Form of Proxy, proxies may be appointed electronically by logging on to the following website: www.investorcentre.co.uk/eproxy and following the instructions therein. Full details of the procedures are given on that website and your Control Number, Shareholder Reference Number ("SRN") and PIN can be found on your Form of Proxy. For an electronic proxy appointment to be valid, the appointment must be received by the UK Registrar not later than 48 hours (excluding any part of such 48 hour period falling on a day that is not a UK Business Day) before the time fixed for the Court Meeting (as set out in paragraph (B) above) or any adjournment thereof.
If the electronic proxy appointment is not received by this time, the BLUE Form of Proxy (together with any power of attorney or other authority, if any, under which it is signed, or a duly certified copy thereof) may be: (i) scanned and emailed to the UK Registrar at the following email address: #[email protected]; or (ii) presented in person to the Computershare representative who will be present at the Court Meeting, any time prior to the commencement of the Court Meeting (or any adjournment thereof).
If you hold Mediclinic Shares in uncertificated form through CREST and wish to appoint a proxy or proxies for the Court Meeting (or any adjournment thereof) by using the CREST electronic proxy appointment service, you may do so by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed any voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with the specifications of Euroclear and must contain the information required for such instructions as described in the CREST Manual. The message (regardless of whether it constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy) must, in order to be valid, be transmitted so as to be received by the UK Registrar (ID: 3RA50) not later than 48 hours (excluding any part of such 48 hour period falling on a day that is not a UK Business Day) before the time fixed for the Court Meeting (as set out in (A) above or any adjournment thereof. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the UK Registrar is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
If the CREST proxy appointment or instruction is not received by this time, the BLUE Form of Proxy (together with any power of attorney or other authority, if any, under which it is signed, or a duly certified copy thereof) may be: (i) scanned and emailed to the UK Registrar at the following email address: #[email protected]; or (ii) presented in person to the Computershare representative who will be present at the Court Meeting, any time prior to the commencement of the Court Meeting (or any adjournment thereof).
CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed any voting service provider(s), to procure that his/her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. For further information on the logistics of submitting messages in CREST, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
Mediclinic may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the CREST Regulations.
Mediclinic Shareholders registered on the South African Register (excluding Underlying SA or Namibian Shareholders without "own name" registration) can return the BLUE Form of Proxy (together with any power of attorney or other authority, if any, under which it is signed, or a duly certified copy thereof) to the South African Registrar by post or by courier to the South African Registrar at Rosebank Towers, 15 Biermann Avenue, Rosebank, Johannesburg, 2196, or by post to Private Bag, X9000, Saxonwold, 2132, or by email to [email protected] (in each case for onwards transmission to the UK Registrar) so as to be received by the South African Registrar no later than 1:00 p.m. (SAST) on Thursday 22 September 2022 or, if in either case the Meeting is adjourned, so that the Form of Proxy (together with any power of attorney or other authority, if any, under which it is signed, or a duly certified copy thereof) is received not later than 48 hours (excluding any part of such 48 hour period falling on a day that is not a UK Business Day) before the time fixed for the adjourned Meeting.
Underlying SA or Namibian Shareholders without "own name" registration are not Scheme Shareholders and cannot therefore vote directly. However, if any Underlying SA or Namibian Shareholders would prefer to vote or attend the Court Meeting in person, they should refer to the instructions contained in the Document of which this notice forms part.
Underlying SA or Namibian Shareholders whose entitlement to Mediclinic Shares is held in uncertificated form through the Strate system without "own name" registration and who wish to provide voting instructions for (but not attend in person) the Court Meeting or any adjournment thereof should, within the time period required by the CSDP or Broker or as stipulated by the terms of the custody agreement entered into between the relevant Underlying SA or Namibian Shareholder and their CSDP or Broker, provide their CSDP or Broker with their voting instructions in accordance with the terms of such custody agreement. Any such Underlying SA or Namibian Shareholders who wish to attend the Court Meeting in person should, in accordance with the timeframe and other terms of the custody agreement entered into between the relevant Underlying SA or Namibian Shareholder and their CSDP or Broker, contact their CSDP or Broker to obtain a letter of representation to enable them to do so.
If the relevant CSDP or Broker does not obtain voting instructions from such Underlying SA or Namibian Shareholders, or, if requested to do so, provide them with letters of representation, then the CSDP or Broker will be obliged to vote in accordance with any instructions which may be contained in the custody agreement entered into between the relevant Underlying SA or Namibian Shareholder and the CSDP or Broker. Underlying SA or Namibian Shareholders without "own name" registration who wish to provide voting instructions in respect of the Court Meeting should ensure that such instructions are provided via the relevant CSDP or Broker in sufficient time to enable the BLUE Form of Proxy to be completed by the relevant Scheme Shareholder that is the registered holder of the Mediclinic Shares concerned and for the registered Scheme Shareholder to submit such Forms of Proxy in advance of the relevant deadlines set out in this notice. It is therefore recommended that voting instructions are provided to the relevant CSDP or Broker by no later than 4:00 p.m. (SAST) on Wednesday 21 September 2022 or such earlier time and date stipulated in the custody agreement entered into between the relevant Underlying SA or Namibian Shareholder and the CSDP or Broker, or as otherwise advised or required CSDP or Broker.
Entitlement to attend and vote (in person or by proxy) at the Court Meeting or any adjournment thereof and the number of votes which may be cast at the Court Meeting will be determined by reference to the register of members of the Company at 6:30 p.m. (7:30 p.m. SAST) on Thursday 22 September 2022 or, if the Court Meeting is adjourned, 6:30 p.m. (London time) on the date which is two UK Business Days before the date fixed for the adjourned meeting. Changes to the register of members after the relevant time shall be disregarded in determining the rights of any person to attend and vote (in person or by proxy) at the Court Meeting.
In the case of joint holders of Scheme Shares, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s). For this purpose, seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
As an alternative to appointing a proxy, any holder of Scheme Shares which is a corporation may appoint one or more corporate representatives who may exercise on its behalf all its powers as a member, provided that if two or more corporate representatives purport to vote in respect of the same shares, if they purport to exercise the power in the same way as each other, the power is treated as exercised in that way, and in other cases the power is treated as not exercised.
By the said order, the Court has appointed Dame Inga Beale or, failing her, Dr Felicity Harvey or failing her, Ronnie van der Merwe or failing him, any other Mediclinic Director to act as Chair of the Court Meeting and has directed the Chair to report the result thereof to the Court.
The Scheme of Arrangement will be subject to the subsequent sanction of the Court.
Dated 30 August 2022
Slaughter and May One Bunhill Row London EC1Y 8YY Solicitors for the Company
Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act to enjoy information rights (a "Nominated Person") does not, in that capacity, have a right to appoint a proxy, such right only being exercisable by Scheme Shareholders. However, Nominated Persons may, under an agreement between him/her and the Scheme Shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Court Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the Scheme Shareholder as to the exercise of voting rights.
Notice is hereby given that a general meeting of Mediclinic International plc (the "Company") will be held at The Auditorium, UBS Investment Bank, 5 Broadgate, London, EC2M 2QS, at 12:15 p.m. (London time) (1:15 p.m. SAST) on Monday 26 September 2022 (or as soon thereafter as the Court Meeting (as defined in Part IX (Definitions) of the Document of which this notice forms part) concludes or is adjourned) for the purpose of considering and, if thought fit, passing the following resolution, which will be proposed as a special resolution.
Unless the context requires otherwise, any capitalised term used but not defined in this notice shall have the meaning given to such term in the Document of which this notice forms part.
THAT:
shares by virtue of a transfer pursuant to this Article 126.4) may, prior to the issue or transfer of Post-Scheme Shares to the New Member pursuant to the satisfaction of an award under one of the Mediclinic Share Plans (as defined in the Scheme), give not less than five Business Days' written notice to the Company in such manner as the board shall prescribe of his or her intention to transfer the beneficial ownership of some or all of such Post-Scheme Shares to his or her spouse or civil partner and may, if such notice has been validly given, on or before such Post-Scheme Shares being issued or transferred to him or her, immediately transfer to his or her spouse or civil partner beneficial ownership of any such Post-Scheme Shares, provided that such Post-Scheme Shares (including both legal and beneficial ownership thereof) will then be immediately transferred to the Purchaser pursuant to Article 126.3 above. If notice has been validly given pursuant to this Article 126.4 but the beneficial owner does not immediately transfer to his or her spouse or civil partner, both the legal and beneficial ownership of the Post-Scheme Shares in respect of which notice was given will be transferred to the Purchaser and/or its nominee(s) pursuant to Article 126.3 above. If notice is not given pursuant to this Article 126.4, both the legal and beneficial ownership of the Post-Scheme Shares will be immediately transferred to the Purchaser pursuant to Article 126.3 above.
30 August 2022
Company Secretary of Mediclinic International plc
The following notes explain your general rights as a Mediclinic Shareholder and your right to attend and vote at the General Meeting or to appoint someone else to vote on your behalf. The General Meeting is being held as a physical meeting. The nature of business of the General Meeting is to consider and, if thought fit, pass the Special Resolution.
In order for the Special Resolution above to be passed, not less than 75 per cent. of the votes cast by those entitled to vote must be in favour in order to pass the resolution as a special resolution.
Any changes to the arrangements for the General Meeting will be communicated to Mediclinic Shareholders before the Meetings, through Mediclinic's website https://investor.mediclinic.com/ regulatory-news/offer-mediclinic-international-plc and by announcement through a Regulatory Information Service and corresponding publication on SENS.
Pursuant to Regulation 41(1) of the Uncertificated Securities Regulations 2001 (as amended), the Company has specified that only those members registered on the register of members of the Company at 6:30 p.m. (London time) (7:30 p.m. SAST) on Thursday 22 September 2022 (the "Voting Record Time") (or, if the meeting is adjourned to a time more than 48 hours after the Voting Record Time, by 6:30 p.m. (London time) on the day which is two UK Business Days prior to the time of the adjourned meeting) shall be entitled to attend and vote (in person or by proxy) at the General Meeting in respect of the number of shares registered in their name at that time. If the meeting is adjourned to a time not more than 48 hours after the Voting Record Time, that time will also apply for the purpose of determining the entitlement of members to attend and vote (and for the purposes of determining the number of votes they may cast) at the adjourned meeting. Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.
Mediclinic Shareholders are strongly encouraged to submit proxy appointments and instructions for the General Meeting as soon as possible, using any of the methods set out below.
A member entitled to attend and vote at the meeting may appoint one or more proxies to exercise all or any of the member's rights to attend and, on a poll, to vote instead of him or her. A proxy need not be a member of the Company but must attend the meeting for the member's vote to be counted. If a member appoints more than one proxy to attend the meeting, each proxy must be appointed to exercise the rights attached to a different share or shares held by the member. If a member wishes to appoint more than one proxy they should contact the UK Registrar for further YELLOW forms of proxy or photocopy the YELLOW Form of Proxy as required.
The completion and return of the YELLOW Form of Proxy by post or courier (or transmission of a proxy appointment or voting instruction online through the website of the UK Registrar at www.investorcentre.co.uk/eproxy or, in the case of Mediclinic Shares held through CREST, via the CREST system) will not prevent Mediclinic Shareholders from attending and voting at the General Meeting if they are entitled to and wish to do so.
A YELLOW Form of Proxy, for use at the General Meeting, has been provided with this notice. Instructions for its use are set out on the form. It is requested that the YELLOW Form of Proxy (together with any power of attorney or other authority, if any, under which it is signed, or a duly certified copy thereof) be returned to the UK Registrar by post or courier to The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, so as to be received as soon as possible and in any event not later than 12:15 p.m. (London time) (1:15 p.m. SAST) on Thursday 22 September 2022 (or, in the case of an adjournment of the General Meeting, 48 hours (excluding any part of such 48 hour period falling on a day that is not a UK Business Day) before the time appointed for the adjourned meeting).
If the YELLOW Form of Proxy for the General Meeting (together with any power of attorney or other authority, if any, under which it is signed, or a duly certified copy thereof) is not lodged by the relevant time, it will be invalid.
In respect of Mediclinic Shareholders on the UK Register only, as an alternative to completing and returning the printed YELLOW Form of Proxy, proxies may be appointed electronically by logging on to the following website: www.investorcentre.co.uk/eproxy and following the instructions therein. Full details of the procedures are given on that website and your Control Number, Shareholder Reference Number ("SRN") and PIN can be found on your Form of Proxy or email. For an electronic proxy appointment to be valid, the appointment must be received by the UK Registrar not later than 48 hours (excluding any part of such 48 hour period falling on a day that is not a UK Business Day) before the time fixed for the General Meeting (as set out in paragraph (A) above) or any adjournment thereof. Full details of the procedure to be followed to appoint a proxy electronically are given on the website.
If you hold Mediclinic Shares in uncertificated form through CREST and wish to appoint a proxy or proxies for the General Meeting (or any adjournment thereof) by using the CREST electronic proxy appointment service, you may do so by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed any voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with the specifications of Euroclear and must contain the information required for such instructions as described in the CREST Manual. The message (regardless of whether it constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy) must, in order to be valid, be transmitted so as to be received by the UK Registrar (ID: 3RA50) not later than 48 hours (excluding any part of such 48 hour period falling on a day that is not a UK Business Day) before the time fixed for the General Meeting (as set out in paragraph (A) above) or any adjournment thereof. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the UK Registrar is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed any voting service provider(s), to procure that his/her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. For further information on the logistics of submitting messages in CREST, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
Mediclinic may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the CREST Regulations.
Certificated SA Shareholders and Underlying SA or Namibian Shareholders with "own name" registration may return their YELLOW Form of Proxy to South African Registrar by post or by courier to the South African Registrar at Rosebank Towers, 15 Biermann Avenue, Rosebank, Johannesburg, 2196, or by post to Private Bag, X9000, Saxonwold, 2132, or by email to [email protected] (in each case for onwards transmission to the UK Registrar) so as to be received by the South African Registrar no later than 1:15 p.m. SAST on Thursday 22 September 2022 or, if in either case the Meeting is adjourned, so that the Form of Proxy is received not later than 48 hours (excluding any part of such 48 hour period falling on a day that is not a UK Business Day) before the time fixed for the adjourned Meeting.
If the YELLOW Form of Proxy for the General Meeting (together with any power of attorney or other authority, if any, under which it is signed, or a duly certified copy thereof) is not lodged by the relevant time, it will be invalid.
Underlying SA or Namibian Shareholders without "own name" registration should not complete a Form of Proxy. Instead, Underlying SA or Namibian Shareholders whose entitlement to Mediclinic Shares is held in uncertificated form through the Strate system without "own name" registration and who wish to provide voting instructions for (but not attend in person) the General Meeting or any adjournment thereof should, within the time period required by their CSDP or Broker or as stipulated by the terms of the custody agreement entered into between the relevant Underlying SA or Namibian Shareholder and their CSDP or Broker, provide their CSDP or Broker with their voting instructions in accordance with the terms of such custody agreement. Any such Underlying SA or Namibian Shareholders who wish to attend the General Meeting in person should, in accordance with the timeframe and other terms of the custody agreement entered into between the relevant Underlying SA or Namibian Shareholder and their CSDP or Broker, contact their CSDP or Broker to obtain a letter of representation to enable them to do so. If the relevant CSDP or Broker does not obtain voting instructions from such Underlying SA or Namibian Shareholders, or, if requested to do so, provide them with letters of representation, then the CSDP or Broker will be obliged to vote in accordance with any instructions which may be contained in the custody agreement entered into between the relevant Underlying SA or Namibian Shareholder and the CSDP or Broker.
Underlying SA or Namibian Shareholders without "own name" registration who wish to provide voting instructions in respect of the General Meeting should ensure that such instructions are provided via the relevant CSDP or Broker in sufficient time to enable the YELLOW Form of Proxy to be completed by the relevant Mediclinic Shareholder that is the registered holder of the Mediclinic Shares concerned and for the registered Mediclinic Shareholder to submit the YELLOW Form of Proxy in advance of the relevant deadlines set out in this notice. It is therefore recommended that voting instructions are provided to the relevant CSDP or Broker by no later than 4:15 p.m. (SAST) on Wednesday 21 September 2022 for the General Meeting or such earlier time and date stipulated in the custody agreement entered into between the relevant Underlying SA or Namibian Shareholder and the CSDP or Broker, or as otherwise advised or required by the CSDP or Broker.
In the case of joint holders, where more than one of the joint holders purports to appoint one or more proxies, only the purported appointment submitted by the most senior holder will be accepted. Seniority shall be determined by the order in which the names of the joint holders stand in the Company's register of members in respect of the joint holding (the first-named being the most senior).
Any corporation which is a shareholder can appoint one or more corporate representatives who may exercise on its behalf all of its powers, provided that if two or more representatives purport to vote in respect of the same shares: if they purport to exercise the power in the same way as each other, the power is treated as exercised in that way; and in other cases, the power is treated as not exercised.
At the General Meeting voting on the Special Resolution will be by poll. A poll vote accurately reflects the number of voting rights exercisable by each member and is in line with corporate governance recommendations and best practice. The results of the poll will be announced through a Regulatory Information Service, and corresponding publication on SENS, and published on the Company's website as soon as reasonably practicable following the conclusion of the General Meeting. Following a poll vote, any shareholder who has voted on the poll is entitled to under section 360BA of the Companies Act 2006 to request from Mediclinic information which will allow them to determine whether their vote was validly recorded and counted.
The 'Withheld' option on the YELLOW Form of Proxy is provided to enable Mediclinic Shareholders to abstain from voting on the Special Resolution. However, a vote withheld is not a vote in law and will not be counted in the calculation of proportion of votes 'For' and 'Against' the Special Resolution.
Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act to enjoy information rights (a "Nominated Person") may, under an agreement between him/her and the Mediclinic Shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the Mediclinic Shareholder as to the exercise of voting rights.
The statement of the rights of shareholders in relation to the appointment of proxies in paragraph 4 above does not apply to Nominated Persons. The rights described in that paragraph can only be exercised by Mediclinic Shareholders of the Company and do not apply to Nominated Persons.
Information regarding the General Meeting, including information required by section 311A of the Companies Act, and a copy of this notice may be found on Mediclinic's website at: https://investor.mediclinic.com/regulatory-news/offer-mediclinic-international-plc.
As at 23 August 2022 (being the latest practicable date prior to the publication of this notice), the Company's issued share capital consisted of 737,243,810 shares of 10 pence each, carrying one vote each (there are currently no shares held in treasury). Therefore, the total voting rights in the Company as at 23 August 2022 were 737,243,810 votes.
Under section 319(a) of the Companies Act, any shareholder attending the General Meeting has the right to ask questions. As set out above, Mediclinic Shareholders, if attending in person, will be permitted to ask questions at the General Meeting.
Mediclinic Shareholders may also submit questions to be considered at the General Meeting at any time up to 48 hours before the General Meeting by emailing [email protected]. The Chair of the General Meeting will ensure that all such questions relating to the formal business of the General Meeting are addressed during the General Meeting, unless: (a) no response is required to be provided under the Companies Act or the Company's Articles of Association, including if the provision of a response would, at the Chair's discretion, otherwise be undesirable in the interests of the Company or the good order of the General Meeting; (b) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information; or (c) the answer has already been given on a website in the form of an answer to a question.
Mediclinic Shareholders who have any queries about the General Meeting should contact the following Shareholder Helpline:
Different charges may apply to calls from mobile telephones. Please note that calls may be monitored or recorded and the Shareholder Helpline cannot provide advice on the merits of the Acquisition or the Scheme or give any financial, legal or tax advice.
Underlying SA or Namibian Shareholders holding Mediclinic shares in uncertificated form through the Strate system without "own name" registration and who have any questions must contact their respective CSDPs or Brokers holding Mediclinic Shares on their behalf.
Mediclinic Shareholders may not use any electronic address provided in this notice or in any related documents to communicate with the Company for any purpose other than those expressly stated. Any electronic communications, including the lodgement of any electronic proxy form, received by the Company, or its agents, that is found to contain any virus will not be accepted.
Mediclinic may process personal data of attendees at the General Meeting. This may include webcasts, photos, recording audio and video links, as well as other forms of personal data. Mediclinic shall process such personal data in accordance with its privacy policy, which can be found at https://www.mediclinic.com/en/privacy-statement.html.
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