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Announcement regarding the ruling of the Takeover Special Committee
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")
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION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 THE RULING OF THE TAKEOVER SPECIAL COMMITTEE
Mediclinic shareholders are referred to the circular to Mediclinic shareholders dated 17 November 2015 ("Scheme Circular"),
regarding the proposed combination of the businesses of Mediclinic and Al Noor Hospitals Group plc ("Al Noor") to be effected
by Al Noor acquiring all of the shares in Mediclinic pursuant to a scheme of arrangement of Mediclinic under section 114 of the
South African Companies Act No. 71 of 2008 (the "Companies Act") (the "Scheme").
As stated in paragraph 8.3 of the Scheme Circular, the Executive Director of the Takeover Panel has referred the interpretation
of section 115(4) of the Companies Act on the Scheme to the Takeover Special Committee for a hearing and decision in terms
of section 202(3)(a)(ii) of the Companies Act, in so far as Remgro Healthcare Holdings Proprietary Limited ("Remgro
Healthcare") is concerned.
Mediclinic shareholders are advised that the Takeover Special Committee has ruled that Remgro Healthcare is not acting in
concert with Al Noor for purposes of sections 115(4) and 115(4A) of the Companies Act, and that any voting rights controlled by
Remgro Healthcare may be included in calculating whether a quorum is present at the general meeting at which the Scheme
will be voted on, and whether the Scheme resolution has been supported by the required majority of votes.
Stellenbosch
15 December 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
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
South African legal adviser to Mediclinic
Cliffe Dekker Hofmeyr Inc
English Legal Adviser to Mediclinic
Slaughter and May
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 joint 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.
Rand Merchant Bank, a division of FirstRand Bank Limited ("RMB") is acting as joint financial adviser and JSE Sponsor to
Remgro Limited ("Remgro") and 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 Remgro and 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.
Important legal notice
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom and South Africa
may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United
Kingdom or South Africa should inform themselves about, and observe, any applicable requirements. In particular, the ability of
persons who are not resident in the United Kingdom or South Africa to vote their Mediclinic Shares with respect to the
Mediclinic Scheme at the general meeting of Mediclinic, or to execute and deliver forms of proxy appointing another to vote at
that meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. This
announcement has been prepared for the purpose of complying with law and regulation in the United Kingdom and South Africa
and the information disclosed may not be the same as that which would have been disclosed if this announcement had been
prepared in accordance with the laws of jurisdictions other than the United Kingdom and South Africa. Unless otherwise
determined by Al Noor and Mediclinic, or required and permitted by applicable law and regulation, the Combination will not be
made available, directly or indirectly, in, into or from any jurisdiction where local laws or regulations may result in a significant
risk of civil, regulatory or criminal exposure if information concerning the Combination is sent or made available to Mediclinic
shareholders in that jurisdiction (a "Restricted Jurisdiction") and no person may vote in favour of the Combination by any such
use, means, instrumentality or form within a Restricted Jurisdiction. Accordingly, copies of this announcement and any formal
documentation relating to the Combination are not being, and must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from any Restricted Jurisdiction and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction.
The availability of New Al Noor Shares under the Combination to Mediclinic shareholders who are not resident in the United
Kingdom or South Africa may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are
not resident in the United Kingdom or South Africa, or who hold Mediclinic shares as nominee, custodian or otherwise on behalf
of persons not resident in the United Kingdom or South Africa, should inform themselves of, and observe, any applicable legal
or regulatory requirements. Further details in relation to Mediclinic shareholders in overseas jurisdictions are set out in the
Scheme Circular.
Additional US information
These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United
States. The New Al Noor Shares that may be received in the Combination have not been, and will not be, registered under the
United States Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state
or other jurisdiction in the United States, and may only be offered or sold in reliance on the exemption from the registration
requirements of the Securities Act provided by Rule 802.
The business combination referred to in this announcement is to be made for the securities of Mediclinic, a South African
company, by means of the Combination. Information distributed in connection with the Combination is subject to disclosure
requirements of the United Kingdom and South Africa that are different from those of the United States. Financial information
disclosed in connection with the Combination that has been prepared in accordance with IFRS may not be comparable to the
financial statements and financial information of United States companies.
It may be difficult for you to enforce your rights and any claim you may have arising under US federal securities laws, since Al
Noor is located in the United Kingdom, and some of its officers and directors are residents of countries outside the United
States. You may not be able to sue a UK company or its officers or directors in an English court for violations of US securities
laws. It may be difficult to compel a UK company and its affiliates to subject themselves to a US court's judgement.
You should be aware that Al Noor may purchase securities otherwise than under the Combination, such as in open market or
privately negotiated purchases.
The New Al Noor Shares have not been and will not be listed on a US securities exchange or quoted on any interdealer
quotation system in the United States. Al Noor does not intend to take any action to facilitate a market in the New Al Noor
Shares in the United States. Consequently, it is unlikely that an active trading market in the United States will develop for the
New Al Noor Shares.
The New Al Noor Shares have not been approved or disapproved by the United States Securities and Exchange Commission,
any state securities commission in the United States or any other regulatory authority in the United States, nor have any of the
foregoing authorities passed comment upon, or endorsed the merit of, the Scheme or the accuracy or the adequacy of this
announcement or the Scheme Circular. Any representation to the contrary is a criminal offence in the United States.
Mediclinic shareholders who are affiliates of Al Noor after the Combination will be subject to timing, manner of sale and volume
restrictions on the sale of New Al Noor Shares received pursuant to the Combination under Rule 144 under the Securities Act.
For the purposes of the Securities Act, an "affiliate" of a company is any person that directly or indirectly controls, or is
controlled by, or is under common control with, the company. Holders of Mediclinic Shares that constitute "restricted securities"
for purposes of Rule 144 under the Securities Act will receive New Al Noor Shares that also constitute restricted securities and
will not be permitted to offer or resell in the United States the New Al Noor Shares they receive without registering that offer or
sale under the Securities Act or conducting that offer or resale in reliance on an exemption from registration. The Securities Act
would not generally restrict sale of New Al Noor Shares on the London Stock Exchange, provided that the sale had not been
pre-arranged with a buyer in the United States. Shareholders who believe they may be affiliates for the purposes of the
Securities Act should consult their own legal advisers.
Date: 15/12/2015 08:30:00 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
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
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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