Statement re Possible Offer

RNS Number : 2995U

Mediclinic International plc

23 October 2017

 

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

("Mediclinic")

FOR IMMEDIATE RELEASE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

23 October 2017

Announcement Regarding Spire Healthcare Group plc

Mediclinic notes the announcement made by Spire Healthcare Group plc ("Spire") earlier today. Mediclinic confirms that it made an approach to Spire regarding a possible offer for the entire issued and to be issued share capital of Spire not already owned by it or its subsidiaries (the "Proposal").

Under the Proposal, Spire shareholders would receive 0.232 Mediclinic shares and 150 pence in cash for each Spire share. Based on the closing price of Mediclinic shares as at 17 October 2017, being the last business day prior to the Proposal being made, the Proposal valued each Spire share at 300 pence, representing a premium of:

-	30% to the closing price of Spire shares on 17 October 2017(1); and
-	31% to the volume weighted average closing price of Spire shares in the one month prior to and including 17 October 2017(2).

As noted by Spire, the Proposal was rejected by the independent directors of Spire. As a consequence, Mediclinic is considering its position.

In accordance with Rule 2.6(a) of the Code, by not later than 5.00 p.m. on 20 November 2017, Mediclinic will be required to either announce a firm intention to make an offer for Spire in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case such announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the UK Takeover Panel in accordance with Rule 2.6 of the Code. Mediclinic understands that, in accordance with Rule 2.6(c) of the Code, the UK Takeover Panel will normally consent to such an extension at the request of Spire.

Pursuant to Rule 2.5 of the Code, Mediclinic reserves the right to vary the form and/or mix of the offer consideration and vary the transaction structure. Mediclinic also reserves the right to amend the terms of any offer (including making the offer at a lower value):

a)	with the recommendation or consent of the Spire Board;
b)	if Spire announces, declares or pays any dividend or any other distribution or return of value to shareholders, in which case Mediclinic reserves the right to make an equivalent reduction to its Proposal;
c)	following the announcement by Spire of a whitewash transaction pursuant to the Code; or
d)	if a third party announces a firm intention to make an offer for Spire at a lower price than referred to above.

A further announcement will be made in due course, but there can be no certainty that an offer will be made.

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on Mediclinic's corporate website at www.mediclinic.com. The content of this website is not incorporated into, and does not form part of, this announcement.

In accordance with Rule 2.9 of the Code, as at the date of this announcement, Mediclinic's issued share capital comprises 737,243,810 ordinary shares of GBP0.10 each held outside treasury (ISIN: GB00B8HX8Z88).

Mediclinic has a primary listing on the Main Market of the LSE, with secondary listings on the JSE in South Africa and the NSX in Namibia.

Enquiries

Investor Relations, Mediclinic International plc

James Arnold, Head of Investor Relations

[e-mail]  

[phone]

Morgan Stanley (financial adviser to Mediclinic)

Matthew Jarman / Tom Perry / Anthony Zammit

[phone]

Rand Merchant Bank, a division of FirstRand Bank Limited (financial adviser to Mediclinic)

Paul Roelofse / Jessica Spira / Gareth Armstrong

[phone]

FTI Consulting (PR adviser to Mediclinic) 

Debbie Scott (UK) [phone] 

Frank Ford (South Africa) [phone]

Corporate broker: Morgan Stanley & Co. International plc

JSE sponsor (South Africa): Rand Merchant Bank (A division of FirstRand Bank Limited)

NSX sponsor (Namibia): Simonis Storm Securities (Pty) Limited 

1.   Based on 17 October 2017 closing prices of 646 pence per Mediclinic share and 231 pence per Spire share.

2.   Last one month volume weighted average closing price of 229 pence per Spire share, from and including 18 September 2017 to and including 17 October 2017, as sourced from Capital IQ.

Morgan Stanley & Co. International plc ("Morgan Stanley") which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK is acting as co-financial adviser to Mediclinic and no one else in connection with the matters set out in this announcement. In connection with such matters, Morgan Stanley, its affiliates (including without limitation Morgan Stanley South Africa (Pty) Limited) and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in connection with the contents of this announcement or any other matter referred to herein.

Rand Merchant Bank, a division of FirstRand Bank Limited ("RMB") is acting as co-financial adviser to Mediclinic and no one else in connection with the matters referred to in this announcement. In connection with such matters, RMB, its affiliates and its and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person other than Mediclinic for providing the protections afforded to their clients or for providing advice in connection with the contents of this announcement or any other matter referred to herein.

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, whether pursuant to this announcement or otherwise. This is an announcement of a possible offer under Rule 2.4 of the Code and does not amount to an announcement of a firm intention to make an offer under Rule 2.7 of the Code or to proceed with any transaction.

The release, publication or 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 which such restrictions may constitute a violation of the securities law of any such jurisdiction.

Certain figures included in this announcement have been subjected to rounding adjustments.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th 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 Code, any person who is, or becomes, interested in 1% 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 pm (London time) on the 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 Takeover 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 [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

 

END

 

 

OFDZMMZGVFDGNZG