REG - Mediclinic Intnl plc - De-listing and cancellation of trading of shares

Mediclinic InternationalAnnouncement

30/05/2023 12:30

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RNS Number : 0349B  Mediclinic International plc  30 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

 

30 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"))

 

effected by means of a Scheme of Arrangement under Part 26 of the Companies
Act 2006

 

DE-LISTING AND CANCELLATION OF TRADING OF MEDICLINIC SHARES

 

 

Further to the announcement made by Mediclinic International plc
("Mediclinic") on 26 May 2023 that the Scheme has become Effective in
accordance with its terms, Mediclinic today announces that, following an
application by Mediclinic, the Financial Conduct Authority has cancelled the
listing of Mediclinic Shares on the premium listing segment of the Official
List and the London Stock Exchange has cancelled the trading of Mediclinic
Shares on the London Stock Exchange's main market for listed securities, in
each case with effect from 8:00 a.m. (London time) today, 30 May 2023.

 

Following the suspension of Mediclinic Shares on the Main Board of the JSE and
the NSX, effective from 9:00 a.m. (SAST) on 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 7 June 2023, being the first SA
Business Day immediately following the date on which accounts are expected to
be credited with the Consideration.

 

Capitalised terms used but not defined in this announcement (the
"Announcement") have the meanings given to them in the scheme document
published on 30 August 2022 in relation to the recommended cash offer by Manta
Bidco Limited for the entire issued and to be issued share capital of
Mediclinic, effected by means of a Court-sanctioned scheme of arrangement
under Part 26 of the Companies Act 2006.

 

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

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 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 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
(http://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 (http://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://investor.mediclinic.com/regulatory-news/offer-mediclinic-international-plc)
,  https://www.remgro.com/media-centre/disclaimer/mediclinic-offer/
(https://www.remgro.com/media-centre/disclaimer/mediclinic-offer/) and
https://www.msc.com/en/newsroom/press-releases
(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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