TIDMMDC
RNS Number : 7948A
Mediclinic International plc
26 May 2023
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
26 May 2023
RECOMMED 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
SCHEME OF ARRANGEMENT BECOMES EFFECTIVE
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.
On 25 May 2023, Mediclinic and Bidco announced that the High
Court of Justice of England and Wales had sanctioned the Scheme at
the Scheme Court Hearing held on 24 May 2023.
Mediclinic and Bidco are pleased to announce that, following
delivery of the Court Order to the Registrar of Companies today,
the Scheme has now become effective in accordance with its terms
and, pursuant to the Scheme, the entire issued and to be issued
share capital of Mediclinic is now owned by Bidco. It is intended
that Mediclinic shall shortly be re-registered as a private limited
company.
Settlement
A Scheme Shareholder on the register of members of Mediclinic at
the Scheme Record Time, being (i) 6:00 p.m. on 25 May 2023, for all
Mediclinic Shareholders except Mediclinic Shareholders on the South
African Register; and (ii) 5:00 p.m. (SAST) on 30 May 2023, for
Mediclinic Shareholders on the South African Register , will be
entitled to receive 501 pence in cash for each Scheme Share held
(which is equal to ZAR 119.105235 per Scheme Share). Settlement of
the consideration to which any Scheme Shareholder is entitled will
be effected in the case of Scheme Shareholders registered:
-- on the UK Register, in pounds sterling by way of an
electronic payment to the account indicated in the standard
electronic payment mandate ( for those Scheme Shareholders that
have set up a standing electronic payment mandate with the UK
Registrar for the purpose of receiving dividend payments) or the
despatch of cheques drawn on a UK clearing bank, in both cases for
Scheme Shareholders on the UK Register holding Scheme Shares in
certificated form, and crediting through CREST accounts for Scheme
Shareholders on the UK Register holding Scheme Shares in
uncertificated form; and
-- on the South African Register, in South African rand (with
the Consideration being converted into ZAR at the GBP/ZAR Exchange
Rate of ZAR 23.7735 for each GBP 1.00) by the transfer of funds to
a South African rand bank account (for Scheme Shareholders holding
Scheme Shares in certificated form in cases where such banking
details have been confirmed) or through the Strate system by way of
an assured payment obligation (for Scheme Shareholders holding
Scheme Shares in dematerialised form),
as soon as practicable and in any event not later than 14 days
after the Effective Date, as set out in the Scheme Document.
Suspension and cancellation of listing and trading of Mediclinic
Shares
The listing of Mediclinic Shares on the premium listing segment
of the Official List of the Financial Conduct Authority and the
admission to trading of Mediclinic Shares on the London Stock
Exchange's main market for listed securities were suspended with
effect from 7.30 a.m. (London time) on 26 May 2023. Dealings in
Mediclinic Shares on the JSE and NSX were suspended with effect
from 9.00 a.m. (SAST) on 26 May 2023.
Applications have been made to the Financial Conduct Authority
and the London Stock Exchange in relation to the de-listing of
Mediclinic Shares from the premium listing segment of the Official
List and the cancellation of the admission to trading of Mediclinic
Shares on the London Stock Exchange's main market for listed
securities, which is expected to take place by 8:00 a.m. (London
time) on 30 May 2023.
It is expected that, 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 today (being the Effective
Date) on the basis that Mediclinic no longer complies 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 delisting of
Mediclinic Shares from the JSE and the NSX is expected to take
effect from commencement of trade on 7 June 2023, being the first
SA Business Day immediately following the date on which accounts
are expected to be credited with the Consideration.
Director changes
As the Scheme has now become effective, Mediclinic duly
announces that, as of today's date, Dame Inga Beale, Dr Felicity
Harvey, Dr Muhadditha Al Hashimi, Natalia Barsegiyan, Zarina Bassa,
Danie Meintjes, Dr Anja Oswald, Tom Singer and Steve Weiner have
tendered their resignations and have stepped down from the
Mediclinic Board.
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
Stephan May +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&M Capital (Financial Adviser to the Consortium)
Ruggero Magnoni +39 335 422070
Thomas Marsoner +44 (0)20 7603 2100
Centerview Partners UK LLP (Financial Adviser to Remgro)
Hadleigh Beals +44 (0)20 7409 9700
Alexander Elias
Alexander Gill
Credit Suisse (Financial Adviser to MSC)
Jens Haas +44 (0)20 7888 8888
Ben Deary
Brice Bolinger
Teneo (PR Adviser to the Consortium)
Doug Campbell (UK) +44 7753 136628
Rob Yates (UK) +44 7715 375443
Robyn Chalmers (South Africa) +27 (83) 307 6834
Important notice
This Announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer to
sell or subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of any vote or approval in
any jurisdiction pursuant to the Acquisition or otherwise.
The Acquisition is being made solely by means of the Scheme
Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the offer document) which, together with the Forms
of Proxy, contains the full terms and Conditions of the
Acquisition, including details of how to vote in respect of the
Acquisition. Any vote in respect of the Scheme or any decision in
respect of, or other response to, the Acquisition should be made
only on the basis of the information in the Scheme Document (or, if
the Acquisition is implemented by way of a Takeover Offer, the
Takeover Offer document). The Acquisition is being made solely by
means of the Scheme Document which, together with the Forms of
Proxy, contains the full terms and Conditions of the
Acquisition.
This Announcement does not constitute a prospectus or
prospectus-equivalent document.
Disclaimers
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 Announcement 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
Announcement. 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 Announcement 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 Announcement
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 the Scheme 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 the Scheme Document or that the
information in, or incorporated into, the Scheme Document is
correct as at any time subsequent to its date.
Overseas Shareholders
This Announcement 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 Announcement 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.
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. Copies of this Announcement 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.
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 Announcement 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 Announcement should be
construed as constituting the canvassing for, or marketing or
advertising of, financial services in South Africa. Neither
Mediclinic nor Bidco are financial services providers licensed as
such under the FAIS Act.
Nothing in this Announcement should be viewed, or construed, as
"advice", as that term is used in the Financial Markets Act.
Additional information for US investors
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.
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 Announcement. 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 14e-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.
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 -
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END
SOAEAKSKALNDEEA
(END) Dow Jones Newswires
May 26, 2023 03:00 ET (07:00 GMT)
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