Court Sanction Of Scheme Of Arrangement And Finalisation Announcement With Revised Timetable
Mediclinic International plc
(Incorporated in England and Wales)
Company Number: 08338604
LSE Share Code: MDC
JSE Share Code: MEI
NSX Share Code: MEP
ISIN: GB00B8HX8Z88
LEI: 2138002S5BSBIZTD5I60
South African income tax number: 9432434182
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION
FOR IMMEDIATE RELEASE
25 May 2023
RECOMMENDED CASH ACQUISITION
of
Mediclinic International plc
by
Manta Bidco Limited
(a newly formed company owned by joint offerors: (i) Remgro Limited (“Remgro”) (through
the Relevant Remgro Subsidiaries); and (ii) SAS Shipping Agencies Services S.à r.l.
(“SAS”), a wholly owned subsidiary of MSC Mediterranean Shipping Company SA
(“MSC”)) to be effected by means of a Scheme of Arrangement under Part 26 of the
Companies Act 2006
COURT SANCTION OF SCHEME OF ARRANGEMENT AND FINALISATION ANNOUNCEMENT
WITH REVISED TIMETABLE
On 4 August 2022, the boards of directors of Mediclinic International plc (“Mediclinic” or the
“Company”) (excluding the Remgro representative), Manta Bidco Limited (“Bidco”), Remgro and
SAS announced that they had reached agreement on the terms of a recommended cash offer by
Bidco for the entire issued and to be issued share capital of Mediclinic (the “Acquisition”), other
than the Mediclinic Shares already owned by the Relevant Remgro Subsidiaries, to be
implemented by way of a court sanctioned scheme of arrangement under Part 26 of the
Companies Act (the “Scheme”). The circular in relation to the Scheme (the "Scheme Document")
was published and posted to Mediclinic Shareholders on 30 August 2022.
Capitalised terms used but not defined in this announcement (the “Announcement”) have the
meanings given to them in the Scheme Document. All references to times in this Announcement
are to London times unless otherwise stated.
Mediclinic and Bidco are pleased to announce that following the Scheme Court Hearing
yesterday, the High Court of Justice of England and Wales has sanctioned the Scheme pursuant
to which the Acquisition is being implemented.
As set out in Mediclinic’s announcement on 16 May 2023 regarding the satisfaction of Conditions
relating to merger control and other regulatory approvals, as the Court sanction was not received
by 3.00 p.m. SAST (2.00 p.m. London time) on the day of the Scheme Court Hearing, it is
anticipated that the Effective Date will now be 26 May 2023 pursuant to the JSE’s requirements.
This is when a copy of the Court Order is expected to be delivered to the Registrar of Companies.
Revised Timetable
As the Effective Date is now one Business Day later than specified in the expected timetable of
principal events set out in Mediclinic’s announcement on 16 May 2023, a revised timetable is set
out below. If any of the key dates and/or times set out in the revised timetable change, Mediclinic
and Bidco will give notice of the further revised dates and/or times by issuing an announcement
through a Regulatory Information Service and corresponding announcement on SENS, and by
making such announcement available on Mediclinic’s website at
https://investor.mediclinic.com/regulatory-news/offer-mediclinic-international-plc.
1. Principal events in the UK
Event Time and/or date(1)
Last date of dealings in, and for registration of Thursday 25 May 2023
transfers of, Mediclinic Shares on the LSE
Disablement of CREST in respect of Mediclinic 6.00 p.m. on Thursday 25 May 2023
Shares
Scheme Record Time 6.00 p.m. on Thursday 25 May 2023
Suspension of listing and dealings in Mediclinic by 7.30 a.m. on Friday 26 May 2023
Shares
Effective Date of the Scheme Friday 26 May 2023
Cancellation of listing of Mediclinic Shares on 8.00 a.m. on Tuesday 30 May 2023
the LSE
Latest date for despatch of cheques/settlement Friday 9 June 2023
through CREST/electronic payment
Longstop Date Friday 30 June 2023(2)
2. Principal events in South Africa and Namibia
Event Time and/or date(1)
Last date to trade on the JSE and NSX Thursday 25 May 2023
Effective Date of the Scheme Friday 26 May 2023
Suspension of Mediclinic Shares on the JSE Friday 26 May 2023
and the NSX
SA Record Date Tuesday 30 May 2023
Date for crediting accounts with the Tuesday 6 June 2023(2)
Consideration through the Strate system (or in
the case of Certificated SA Shareholders, by
electronic funds transfer into their Rand bank
accounts)
Date for termination of listing of Mediclinic Wednesday 7 June 2023(3)
Shares on the JSE and NSX
Longstop Date Friday 30 June 2023(4)
Notes:
(1) To the extent that the payment date and date for termination of listing on the JSE and NSX is delayed,
shareholders will be advised timeously and an announcement in that regard will be published on SENS.
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.
(2) The 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) is Friday 9 June
2023.
(3) The latest date for the termination of listing of Mediclinic Shares on the JSE and the NSX is Monday 12 June
2023.
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. 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.
(4) This is the latest date by which the Scheme may become Effective. However, the Longstop Date may be
extended to such later date as may be agreed by Mediclinic and Bidco (with the Panel’s consent and as the
Court may approve (if such consent and/or approval is required)) or if the Panel requires an extension to the
Longstop Date pending final determination of an issue under section 3(g) of Appendix 7 of the Takeover
Code.
Suspension of trading of Mediclinic Shares
Applications have been made for the suspension of trading in Mediclinic Shares on the London
Stock Exchange’s main market for listed securities and the listing of Mediclinic Shares on the
premium listing segment of the Official List of the Financial Conduct Authority and such
suspensions are expected to take effect from 7:30 a.m. (London time) on 26 May 2023. The last
day of dealings in, and for the registration and transfer of, Mediclinic Shares, will be 25 May 2023.
The de-listing of Mediclinic Shares from the premium listing segment of the Official List of the
Financial Conduct Authority and the cancellation of the admission to trading of Mediclinic Shares
on the London Stock Exchange’s main market for listed securities have also been applied for and
will, subject to the Scheme becoming effective, take effect at 8:00 a.m. (London time) on 30 May
2023.
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. 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 will be 25 May 2023, and
suspension of Mediclinic Shares on the JSE and the NSX is expected to take effect from the
commencement of trade on 26 May 2023. The delisting of Mediclinic Shares from the JSE and
the NSX is expected to take effect from commencement of trade on the first SA Business Day
immediately following the date on which accounts are credited with the Consideration. The
expected date for the termination of listing of Mediclinic Shares on the JSE and the NSX is
Wednesday 7 June 2023.
Full details of the Acquisition are set out in the Scheme Document.
Enquiries:
Mediclinic
James Arnold (Head of Investor Relations) +44 (0)20 3786 8181
Morgan Stanley (Financial Adviser to Mediclinic)
Matthew Jarman +44 (0)20 7425 8000
Tom Perry
Anthony Zammit
Obaid Mufti
UBS (Financial Adviser to Mediclinic)
David James +44 (0)20 7567 8000
Thomas Raynsford
Martin Henrichs
Aadhar Patel
The Standard Bank of South Africa Limited (South African
Financial Adviser and Transaction Sponsor to Mediclinic)
Grant Tidbury +27 (11) 721 7000
Bryan Antolik
Natalie Di-Sante
FTI Consulting (PR Adviser to Mediclinic)
Ben Atwell / Ciara Martin (UK) +44 (0)20 3727 1000
Sherryn Schooling (South Africa) +27 (0)21 487 9000
Remgro
Lwanda Zingitwa (Head of Investor Relations) +27 21 888 3000
MSC / SAS
Giles Broom +41 22 703 9886
Nomura International plc (Lead Financial Adviser to the
Consortium)
Adrian Fisk +44 (0)20 7102 1000
Ludovico del Balzo
Oliver Donaldson
M 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.
Forward Looking Statements
This Announcement (including information incorporated by reference in this Announcement), 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 Announcement 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 Announcement 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 Announcement 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 Announcement. 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.
No statement in this Announcement is intended as a profit forecast, profit estimate or quantified
financial benefits statement for any period and no statement in this Announcement should be
interpreted to mean that earnings or earnings per share for Mediclinic or Bidco, as appropriate,
for the current or future financial years would necessarily match or exceed the historical published
earnings or earnings per share for Mediclinic or Bidco, as appropriate.
Publication on a website
A copy of this Announcement shall be made available, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, on the websites of Mediclinic, Remgro and 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 this Announcement. For the
avoidance of doubt, the content of these websites is not incorporated into and do not form part of
this Announcement.
-Ends-
Date: 25-05-2023 02:00:00
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