Response to press speculation

RNS Number : 2983U

Spire Healthcare Group PLC

23 October 2017

 

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 OF SUCH JURISDICTION

23 October 2017

This announcement contains inside information

Response to Press Speculation

The Board of Spire Healthcare Group plc ("Spire" or the "Company") notes the press speculation and confirms that after market close on 18 October 2017, it received a preliminary and conditional proposal (the "Proposal") from Mediclinic International plc ("Mediclinic") to acquire all of the issued and to be issued shares of Spire which Mediclinic does not already own.

The Proposal comprised 150 pence in cash and 0.232 new Mediclinic shares per Spire share. On the basis of Mediclinic's closing share price on 20 October 2017 of 640.5 pence, the Proposal valued each Spire share at 298.6 pence per share.

The Board of Spire (excluding Danie Meintjes (Mediclinic Chief Executive Officer)), in conjunction with its financial and legal advisers, reviewed the Proposal and unanimously rejected it on the basis that it significantly undervalues Spire and its prospects. 

Shareholders are strongly advised to take no action in relation to the Proposal. There can be no certainty that an offer will be made or as to the terms on which any offer might be made.

In accordance with Rule 2.6(a) of The City Code on Takeovers and Mergers (the "Code"), Spire announces that, by not later than 5.00 pm on 20 November 2017, Mediclinic must either announce a firm intention to make an offer for Spire under Rule 2.7 of the Code or announce that it does not intend to make an offer for Spire, in which case the 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 Takeover Panel in accordance with Rule 2.6(c) of the Code.

This announcement has been made without the prior approval of Mediclinic.

Enquiries:

Spire Healthcare Group plc

Antony Mannion, Investor Relations Director

[phone]

Goldman Sachs International

Anthony Gutman, Nimesh Khiroya, Rainer Lenhard

[phone]

J.P. Morgan Cazenove

James Mitford, Dwayne Lysaght, Alex Bruce

[phone]

Maitland

Neil Bennett, Tom Eckersley

[phone]

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 the offeree 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 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, 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 the 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.

Rule 2.9 disclosure

In accordance with Rule 2.9 of the Code, Spire confirms that, as at the date of this announcement, it has in issue 401,081,391 shares of 1 pence nominal value each. The International Securities Identification Number (ISIN) of the shares is GB00BNLPYF73.

Publication on Website

A copy of this announcement will be made available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at www.spirehealthcare.com in accordance with Rule 26.1 of the Code by no later than 12 noon (London time) on 24 October 2017. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Other

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 exclusively for Spire and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Spire for providing the protections afforded to clients of Goldman Sachs International, or for providing advice in connection with the contents of this announcement or any other matter referred to herein.

J.P. Morgan Limited, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised and regulated by the Financial Conduct Authority in the United Kingdom. J.P. Morgan Cazenove is acting exclusively as financial adviser to Spire and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters set out in this announcement and will not be responsible to anyone other than Spire for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, or for providing advice in relation to the contents of this announcement or any other matter referred to herein.

 

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