Statement Re Mediclinic International Ltd

RNS Number : 2819B

Al Noor Hospitals Group PLC

05 October 2015

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

5 October 2015

Statement regarding possible combination of Al Noor Hospitals Group plc and Mediclinic International Limited

The Board of Al Noor Hospitals Group plc (the "Company") notes the share price movement in relation to the Company and the press statement released by Mediclinic International Limited ("Mediclinic") earlier today and confirms that discussions are taking place with Mediclinic regarding a potential combination of the Company and Mediclinic.

The Board believes that the potential combination could have strong strategic benefits and could deliver significant shareholder value. The Board believes that, if implemented, the potential combination would create a market leader across both Dubai and Abu Dhabi, which would be part of a leading international private healthcare provider with deep operational expertise and a well-balanced geographic profile in Southern Africa, Switzerland and the United Arab Emirates, with exposure to the UK market through a minority stake in Spire Healthcare plc.

There can be no certainty at this stage that the discussions between the Company and Mediclinic will lead to any agreement concerning the possible combination, or as to the timing or terms of any such combination and there can be no assurance that, even if reached, any such combination would be completed.

The possible combination, if completed, would be implemented through the issue of new shares in the Company to the shareholders of Mediclinic and may be classified as a reverse takeover of the Company under the Listing Rules of the Financial Conduct Authority. Pursuant to LR 5.6.12G(2) of the Listing Rules, the Company confirms that Mediclinic has complied with the disclosure requirements applicable on the Johannesburg Stock Exchange, that information disclosed pursuant to those requirements can be obtained at http://www.mediclinic.com/ir/Pages/default.aspx and there are no material differences between those disclosure requirements and the disclosure requirements under the Disclosure Rules and Transparency Rules of the Financial Conduct Authority. In addition, no offer period will commence for the Company.

A copy of this announcement will be available, subject to certain restrictions relating to persons resident in restricted jurisdictions, at www.alnoorhospital.com/Investors. The content of this website is not incorporated into and does not form part of this announcement.

Enquiries

Rothschild (lead financial adviser and co-sponsor) Robert Leitão Hedley Goldberg	Tel:       [phone]
Goldman Sachs International (co-financial adviser and corporate broker) Ben Thorpe Nimesh Khiroya	Tel:       [phone]
Jefferies (corporate broker and co-sponsor) Paul Nicholls Henry Elphick	Tel:       [phone]
Brunswick (communications adviser, London) Jon Coles Craig Breheny	Tel:       [phone]
Brunswick (communications adviser, UAE) Rupert Young	Tel:       [phone]
Brunswick (communications adviser, South Africa) Nick Bennett	Tel:       [phone]

This announcement has been issued by and is the sole responsibility of the Company.

N M Rothschild & Sons Limited ("Rothschild"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for the Company and no-one else in connection with the matters set out in this announcement and will not  be responsible to anyone other than the Company for providing the protections afforded to clients of Rothschild or for providing advice in relation to the matters set out in this announcement.

Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting for the Company and no-one else in connection with the matters set out in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Goldman Sachs International nor for providing advice in relation to the matters in this announcement. Neither Goldman Sachs International 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 Goldman Sachs International in connection with this announcement, any statement contained herein or otherwise.

Jefferies International Limited ("Jefferies"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for the Company and no-one else in connection with the matters set out in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Jefferies or for providing advice in relation to the matters set out in this announcement.The information contained in this announcement is not for release, publication or distribution to persons in any jurisdiction where to do so would breach any applicable law.

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities pursuant to this announcement or otherwise. The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

This announcement does not constitute an offer of securities for sale in the United States or an offer to acquire or exchange securities in the United States. No offer to acquire securities or to exchange securities for other securities has been made, or will be made, and no offer of securities has been made, or will be made, directly or indirectly, in or into, or by use of the mails, any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States of America or any other country in which such offer may not be made other than (i) in accordance with the requirements under the US Securities Exchange Act of 1934, as amended, a registration statement under the US Securities Act of 1933, as amended, or the securities laws of such other country, as the case may be, or (ii) pursuant to an available exemption therefrom.

This announcement has been prepared for the purposes of complying with the applicable law and regulation of the United Kingdom (including the Listing Rules and the Disclosure and Transparency Rules) 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 and regulations of any jurisdiction outside of the United Kingdom.

This announcement may contain certain forward-looking statements, beliefs or opinions, with respect to the financial condition, results of operations and business of the Company. These statements, which contain the words "anticipate", "believe", "intend", "estimate", "expect", "may", "will", "seek", "continue", "aim", "target", "projected", "plan", "goal," "achieve" and words of similar meaning, reflect the Company's beliefs and expectations and are based on numerous assumptions regarding the Company's present and future business strategies and the environment. The Company and, if the potential transaction proceeds, the enlarged group will operate in and are subject to risks and uncertainties that may cause actual results to differ materially. No representation is made that any of these statements or forecasts will come to pass or that any forecast results will be achieved. Forward-looking statements involve inherent known and unknown risks, uncertainties and contingencies because they relate to events and depend on circumstances that may or may not occur in the future and may cause the actual results, performance or achievements of the Company or, if relevant, the enlarged group to be materially different from those expressed or implied by such forward looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company's or, if relevant, the enlarged group's ability to control or estimate precisely, such as future market conditions, currency fluctuations, the behaviour of other market participants, the actions of regulators and other factors such as the Company's or, if relevant, the enlarged group's ability to continue to obtain financing to meet its liquidity needs, changes in the political, social and regulatory framework in which the Company operates or in economic or technological trends or conditions. Past performance of the Company cannot be relied on as a guide to future performance. As a result, you are cautioned not to place undue reliance on such forward-looking statements. The list above is not exhaustive and there are other factors that may cause the Company's or, if relevant, the enlarged group's actual results to differ materially from the forward-looking statements contained in this announcement. Forward-looking statements speak only as of their date and the Company and its subsidiary undertakings, and any of such person's respective directors, officers, employees, agents, affiliates or advisers expressly disclaim any obligation to supplement, amend, update or revise any of the forward-looking statements made herein, except where it would be required to do so under applicable law.

 

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