Form 8 (OPD) (Mediclinic International plc)

RNS Number : 6626V

Spire Healthcare Group PLC

06 November 2017

 

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

1.         KEY INFORMATION

(a) Full name of discloser:	SPIRE HEALTHCARE GROUP PLC
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):      The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	MEDICLINIC INTERNATIONAL PLC (OFFEROR)
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:      The latest practicable date prior to the disclosure	3 NOVEMBER 2017
(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?      If it is a cash offer or possible cash offer, state "N/A"	YES, IN RESPECT OF SPIRE HEALTHCARE GROUP PLC (AS OFFEREE)

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security:	Ordinary Shares of 1 pence
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	Nil	-	Nil	-
(2) Cash-settled derivatives:	Nil	-	Nil	-
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	-	Nil	-
TOTAL:	Nil	-	Nil	-

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b)        Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:	NONE
Details, including nature of the rights concerned and relevant percentages:	NONE

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

3(a) Interests of directors of Spire Healthcare Group plc and their connected persons in Mediclinic International Plc ordinary shares Director Beneficial or non-beneficial Number of ordinary shares Percentage of total issued share capital (excluding treasury shares) (%) Danie Meintjes Beneficial 173,323 0.02% Lydia Meintjes (major daughter of Danie Meintjes) Non-beneficial 672 0.00% 3(b) Interests held by Spire Healthcare Group plc directors in awards of ordinary shares under Mediclinic International plc share plans Mediclinic International plc Forfeitable Share Plan Director Award Date Date Accepted Number of shares Vesting Date Danie Meintjes 23 June 2015 17 June 2015 43,524 31 May 2018 Mediclinic International plc Long Term Incentive Plan 2013 Director Award Date Number of shares Vesting Date Danie Meintjes 14 June 2016 101,376 14 June 2021 01 June 2017 129,626 31 May 2020 Total 231,002 Mediclinic International plc Short Term Incentive Plan 2015 Director Award Date Number of shares Vesting Date Danie Meintjes 01 June 2017 27,187 31 May 2019 Total 27,187 3(c) Interests of connected advisors Goldman Sachs International Interests Short Positions Number % Number % (1) Relevant securities owned and/or controlled: 0 0.00 6,092 0.00 (2) Cash-settled derivatives: 68,089 0.00 85,850 0.01 (3) Stock-settled derivatives (including options) and agreement to purchase/sell: 0 0.00 0 0.00 Total 68,089 0.00 91,942 0.01

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4.         OTHER INFORMATION

(a)        Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

NONE

(b)        Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i)  the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none"

NONE

(c)        Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

Date of disclosure:	6 November 2017
Contact name:	Daniel Toner
Telephone number:	02074 279080

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

END

 

 

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