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Acquisition of 29.9% shareholding in Spire Healthcare Group PLC, proposed rights issue and withdrawal of cautionary
Mediclinic International Limited
(Incorporated in the Republic of South Africa)
(Registration number 1983/010725/06)
ISIN: ZAE000074142
JSE share code: MDC
NSX share code: MCI
("Mediclinic" or the "Company")
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA OR JAPAN. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN
OFFER OF SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION.
ACQUISITION OF A 29.9% SHAREHOLDING IN SPIRE HEALTHCARE GROUP PLC FROM REMGRO
LIMITED FUNDED BY WAY OF A R10 BILLION RIGHTS ISSUE AND WITHDRAWAL OF CAUTIONARY
1. Introduction
Mediclinic shareholders are referred to the announcement released by Remgro Limited ("Remgro")
on the Stock Exchange News Service ("SENS") of the JSE Limited (“JSE”) today, 22 June 2015,
regarding their acquisition, through a wholly-owned subsidiary Remgro Jersey Limited ("Remgro
Jersey") of a 29.9% shareholding in Spire Healthcare Group Plc ("Spire") (the "Remgro
Transaction").
The terms of the Remgro Transaction were negotiated jointly by Mediclinic and Remgro with the
seller. The Remgro Transaction effectively constitutes a warehousing transaction by Remgro for its
investee company, Mediclinic and Mediclinic and Remgro have in turn agreed the terms by which
Mediclinic will acquire Remgro's shareholding in Spire (the "Spire Acquisition") for an amount
equal to the aggregate of the purchase price paid by Remgro Jersey, transaction and funding costs,
totaling approximately R8.6 billion.
It is Mediclinic's intention to fund the Spire Acquisition via a fully underwritten, renounceable
rights issue to qualifying Mediclinic shareholders of 111,111,111 shares at R90 per share so as to
raise an aggregate amount of R10 billion ("Rights Issue"). The balance of approximately R1.4 billion
will be retained by Mediclinic for the Rights Issue and advisors costs and to support future growth
opportunities.
A circular will be distributed to Mediclinic shareholders in due course, setting out further details of
the Rights Issue.
2. The Spire Acquisition
2.1 Rationale for the Spire Acquisition
Spire is a leading private healthcare group, led by a strong and highly experienced
management team, with a national network of 39 hospitals across the United Kingdom
("UK"). Spire delivers tailored, personalised care to over 260,000 in-patients and day-case
patients per year, funded through private medical insurance, self-payment and National
Health Service ("NHS") referrals. As a leader in delivering superior clinical outcomes, Spire is
well positioned to benefit from the long-term structural growth drivers in the UK healthcare
market. In addition to broad geographic coverage across the UK, Spire has a well invested
and scalable platform with the capacity to increase volumes and a track record of growth
with positive momentum. After being listed on the premium listing segment of the UK Official
List, the shares in Spire began trading on the Main Market of the London Stock Exchange, in
July 2014.
In addition to investing in a growing developed market, the Spire Acquisition provides
Mediclinic with a further opportunity to diversify into an attractive new geography with a
strong currency.
Both Mediclinic and Spire will benefit from collaboration, with the potential to unlock
procurement benefits and knowledge transfer. The Spire Acquisition is basic and diluted
normalised earnings per share accretive for Mediclinic.
2.2 Conditions precedent to the Spire Acquisition
The Spire Acquisition is subject to the successful completion of the Rights Issue.
2.3 Financial effects of the Spire Acquisition
As at 31 December 2014 Spire had gross assets of GBP1,611.4 million. On an equity
accounted basis based on the 31 December 2014 Spire financial year end results, Mediclinic's
29.9% shareholding in Spire amounts to GBP22.0 million in earnings on a pro-forma adjusted
basis.
3. Rights Issue
3.1 Terms of the Rights Issue
Mediclinic will offer 111,111,111 Mediclinic shares at an issue price of R90 per Mediclinic
share ("Rights Issue Shares"), which will raise proceeds of R10 billion.
Remgro, which holds 41.3% of Mediclinic shares, has irrevocably committed to follow its
rights and will underwrite the balance of the Rights Issue.
3.2 Conditions to the Rights Issue
The implementation of the Rights Issue is subject to the fulfilment of the following
conditions:
- approval by Mediclinic shareholders of any resolutions that may be required in
connection with the implementation of the Rights Issue;
- approval being obtained from the JSE for the Rights Issue circular; and
- approval being obtained from the JSE for the listing of the letters of allocation and the listing of the Rights Issue Shares.
3.3 Further notices
The declaration announcement for the Rights Issue, including the final terms of the Rights
Issue, will be released on SENS and published in the South African press in due course.
4. No bid statement
Mediclinic and Remgro confirm that they have no current intention of making an offer for the
whole of Spire. As a result of this announcement, Mediclinic and Remgro will be bound by the
restrictions contained in Rule 2.8 of the UK City Code on Takeovers and Mergers (the "Code"). In
summary, these restrictions prohibit Mediclinic and Remgro from making an offer for Spire (or from
acquiring further shares that would give rise to an obligation to make an offer for Spire) within the
next six months following the date of this announcement, other than with the consent of the
Takeover Panel or in the circumstances described in Note 2 to Rule 2.8 of the Code (that is, with
the agreement of Spire's board, if a third party announces a firm intention to make an offer for
Spire, if Spire announces a "whitewash" proposal or reverse takeover, or if the Takeover Panel
determines that there has been a material change of circumstances). This statement is made with
the consent of Remgro.
5. Withdrawal of cautionary
Mediclinic shareholders are advised that following the release of this announcement they are no
longer required to exercise caution when dealing in their Mediclinic securities.
Stellenbosch
22 June 2015
Mediclinic Offices, Strand Road, Stellenbosch 7600, South Africa
PO Box 456, Stellenbosch 7599, South Africa
Tel: +27 (0)21 809 6500
Fax: +27 (0)21 886 4037
Ethics Line: 0800 005 316
Website: www.mediclinic.com
Investment Bank, Financial Advisor and JSE Sponsor to Mediclinic
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
NSX Sponsor to Mediclinic
Simonis Storm Securities (Pty) Ltd
Financial Advisor to Mediclinic
Morgan Stanley & Co. International plc
International Legal Counsel to Mediclinic
Slaughter and May
South African Legal Counsel to Mediclinic
Cliffe Dekker Hofmeyr
Communications Advisor to Mediclinic
CapitalVoice
This announcement is restricted and is not for release, publication or distribution, in whole or in part,
directly or indirectly, in or into the United States, Australia, Canada, Japan or any other jurisdiction in
which such release, publication or distribution would be unlawful. This announcement is for
information purposes only, does not purport to be full or complete, is subject to change and shall not
constitute or form part of an offer or solicitation of an offer to purchase or subscribe for securities in
the United States or any other jurisdiction. No reliance may be placed for any purpose on the
information contained in this announcement or its accuracy or completeness.
The Rights Issue shares have not been and will not be registered under the United States Securities Act
of 1933, as amended (the "Securities Act"), and may not be offered or sold, directly or indirectly, in the
United States, absent registration or an exemption from, or transaction not subject to, the registration
requirements of the Securities Act. There will be no public offer of the Rights Issue shares in the United
States.
Neither this announcement nor the Rights Issue constitutes or is intended to constitute an offer to the
public in South Africa in terms of the South African Companies Act 71 of 2008 (as amended).
In member states of the European Economic Area ("EEA") which have implemented the Prospectus
Directive (each, a "Relevant Member State"), this announcement and any offer if made subsequently is
directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus
Directive ("Qualified Investors"). For these purposes, the expression "Prospectus Directive" means
Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent
implemented in a Relevant Member State), and includes any relevant implementing measure in the
Relevant Member State.
In the United Kingdom this announcement is only being distributed to, and is only directed at, and any
investment or investment activity to which this announcement relates is available only to, and will be
engaged in only with, Qualified Investors who are (i) investment professionals falling within Article
19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) other
persons to whom it may otherwise be lawfully communicated (all such persons together being referred
to as "relevant persons"). Persons who are not relevant persons should not take any action on the basis
of this announcement and should not act or rely on it.
This announcement has been issued by and is the sole responsibility of Mediclinic. No representation
or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or
liability is or will be accepted by the advisers or by any of their respective affiliates or agents as to, or in
relation to, the accuracy or completeness of this announcement or any other written or oral
information made available to or publicly available to any interested party or its advisers, and any
liability therefore is expressly disclaimed.
This announcement does not purport to identify or suggest the risks (direct or indirect) which may be
associated with an investment in the securities. Any investment decision to buy securities in the Rights
Issue must be made solely on the basis of publicly available information which has not been
independently verified by Rand Merchant Bank (A division of FirstRand Bank Limited) and Morgan
Stanley.
Rand Merchant Bank (A division of FirstRand Bank Limited) and Morgan Stanley are acting for
Mediclinic in connection with the Rights Issue and will not be responsible to anyone other than
Mediclinic for providing the protections offered to clients of the joint advisers, nor for providing advice
in relation to the Rights Issue.
Morgan Stanley & Co. International plc ("Morgan Stanley") is acting as financial adviser to Mediclinic
and no one else in connection with the matters referred to in this announcement. In connection with
such matters, Morgan Stanley, its affiliates (including without limitation Morgan Stanley South Africa
(Pty) Limited) 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.
Date: 22/06/2015 08:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
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indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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