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Announcement regarding a possible combination of Mediclinic and Al Noor Hospital Group plc
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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. THIS
ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN ANY JURISDICTION.
ANNOUNCEMENT REGARDING A POSSIBLE COMBINATION OF MEDICLINIC AND AL NOOR HOSPITAL GROUP PLC
Mediclinic shareholders are referred to the cautionary announcement released on the Stock Exchange News Service on 5
October 2015 (“the Cautionary Announcement”). The board of directors of Mediclinic (“Board”) notes the announcement
released by Al Noor Hospital Group plc (“Al Noor”) on the Regulatory News Service of the London Stock Exchange (“the LSE”)
on 5 October 2015 and confirms that discussions are taking place regarding the possible combination of Mediclinic and Al Noor
(“the Possible Combination”).
Al Noor is the holding company of a private hospital group with operations in the United Arab Emirates (“UAE”). Its shares are
listed on the Main Market of the LSE.
The Board believes that the Possible Combination, if implemented, would create the leading provider in the attractive UAE
private healthcare market, with a complementary fit across both Dubai and Abu Dhabi, and Al Noor’s focus on quality aligning
closely with Mediclinic’s premium service offering. Al Noor has a proven financial track record of sustained growth and is
pursuing a number of attractive opportunities for future expansion. The combined business would be a leading international
private healthcare operator with a well-balanced geographic profile in Southern Africa, Switzerland and the UAE, as well as
exposure to the UK market through a minority stake in Spire Healthcare Group plc.
The Possible Combination, if completed, would be implemented through the issue of new Al Noor shares to the shareholders of
Mediclinic and may be classified as a reverse takeover of Al Noor by Mediclinic under the applicable UK listing requirements.
Accordingly, the combined business would benefit from a premium listing on the LSE together with a listing on the
Johannesburg Stock Exchange. The Board believes that this will provide incremental benefits to Mediclinic through increased
liquidity and a reduction in cost of capital. The Possible Combination provides Mediclinic with further diversification of its
geographic profile internationally, as well as exposure to additional US Dollar-based, high-growth earnings.
There can be no certainty at this stage that the discussions will lead to any agreement concerning the Possible Combination or
as to the timing or terms of any such agreement. In addition, any such agreement will be subject, inter alia, to various
shareholder and regulatory approvals and there can be no assurance that, even if reached, any such agreement would be
completed.
Further to the Cautionary Announcement, Mediclinic shareholders are advised to exercise caution in dealing in their Mediclinic
shares until such time as a further announcement is made.
A copy of this announcement will, subject to certain restrictions, be available at www.mediclinic.com. The content of such
website is not incorporated into and does not form part of this announcement.
Stellenbosch
6 October 2015
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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
Joint Financial Adviser and JSE Sponsor to Mediclinic
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Joint Financial Adviser to Mediclinic
Morgan Stanley & Co. International plc
NSX Sponsor to Mediclinic
Simonis Storm Securities (Pty) Limited
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 financial adviser to
Mediclinic and no one else in connection with the potential transaction. In connection with such matters, Morgan Stanley, its
affiliates 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 relation to
the potential transaction, the contents of this announcement or any other matter referred to herein.
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 OTHER THAN (I) IN ACCORDANCE WITH THE REQUIREMENTS UNDER THE U.S. SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED, OR A REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED, OR (II) PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM.
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Date: 06/10/2015 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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