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Competition tribunal approval, recovery of dividends tax on the repurchase option and finalisation announcement
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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION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.
COMPETITION TRIBUNAL APPROVAL, RECOVERY OF DIVIDENDS TAX ON THE REPURCHASE OPTION AND
FINALISATION ANNOUNCEMENT
1. Introduction
Mediclinic shareholders are referred to the announcements released on the Stock Exchange News Service (“SENS”) on
14 October 2015, 17 November 2015, 15 December 2015 and 19 January 2016 regarding the proposed combination of the
businesses of Mediclinic and Al Noor Hospitals Group plc (“Al Noor”) (the “Combination”).
The terms and definitions used in this announcement are as set out in the Scheme Circular circulated to Mediclinic
shareholders on 17 November 2015.
2. Fulfillment of conditions precedent
Mediclinic shareholders are advised that the South African Competition Tribunal has given its unconditional approval for the
Combination. The Takeover Regulation Panel has subsequently issued a compliance certificate in terms of sections 119(4)(b)
and 121(b) of the Companies Act in respect of the Scheme, and accordingly all outstanding conditions precedent to the
Scheme have now been fulfilled, waived (where applicable) and/or are deemed to have been fulfilled in accordance with the
terms of the Scheme, and the Scheme has accordingly become unconditional in accordance with its terms.
The Operative Date of the Scheme is expected to be Monday, 15 February 2016 and on that day, the LSE Listing will become
effective in accordance with, respectively, the UK Listing Rules and the LSE’s Admission and Disclosure Standards.
3. Dividend tax on the Repurchase Option
In the event of a Dematerialised Scheme Participant other than a Qualifying SA Corporate electing the Repurchase Option, and
dividends tax as contemplated in section 64H of the Income Tax Act is payable in respect of the repurchase of such Scheme
Participant’s Scheme Shares, then and in that event, and as part of the Scheme, the relevant Dematerialised Scheme
Participant’s CSDP or Broker will deduct such amount equal to the dividends tax from the Scheme Participant’s account in
accordance with the terms of the agreement between the Scheme Participant and the CSDP or Broker. Accordingly the
Scheme Participant’s account will be credited with their full entitlement of New Al Noor Shares (i.e. a portion of Scheme
Participant’s New Al Noor Shares will not be withheld and sold by the Company to settle the dividends tax).
In the event of a Certificated Scheme Participant other than a Qualifying SA Corporate electing the Repurchase Option, and
dividends tax as contemplated in section 64G of the Income Tax Act is payable in respect of the repurchase of such Scheme
Participant’s Scheme Shares, then and in that event, and as part of the Scheme, the Company will sell or procure the sale of
such amount of the Certificated Scheme Participants' New Al Noor Shares as shall be required to settle the dividends tax and to
cover the Company's reasonable costs associated therewith, and after paying such dividends tax, the balance of such New Al
Noor Shares, and any cash balance remaining, will be credited or posted to the Certificated Scheme Participant in accordance
with the terms of the Scheme Circular.
4. Timetable
As a result of the Scheme becoming unconditional, Mediclinic shareholders are further advised that the implementation of the
Combination will proceed according to the timetable as set out below.
Event 2016
Application for the delisting of Mediclinic Shares lodged with the JSE and Monday, 1 February
the NSX
Last day to trade Mediclinic Shares on the JSE and the NSX in order to Friday, 5 February
participate in the Scheme
Suspension of listing of Mediclinic Shares from the Main Board of the JSE Monday, 8 February
and NSX at commencement of trading on
Listing and trading of New Al Noor Shares (ex-Special Dividend) on the JSE Monday, 8 February
and NSX (on a “when issued basis”)
Dematerialised Scheme Participants must advise their CSDPs or brokers of Friday, 12 February
their elections in respect of the Repurchase Option and the Exchange
Option in accordance with the timeframes stipulated in the custody
agreements between each Dematerialised Scheme Participant and his
CSDP or broker, as the Transfer Secretaries must receive the elections
from the CSDPs and broker by 12h00. Certificated Scheme Participants’
elections in respect of the Repurchase Option and the Exchange Option to
be received by the Transfer Secretaries by no later than 12h00 on
Scheme Record Date, being the time and date on which Scheme Friday, 12 February
Participants must be recorded in the Register to participate in the Scheme
and to receive the New Al Noor Shares, 17h00 on
Scheme expected to become operative and Remgro subscribes for Monday, 15 February
New Al Noor Shares under the Remgro Subscription
Dematerialised Scheme Participants expected to have their accounts (held Monday, 15 February
at their CSDP or Broker) credited with the New Al Noor Shares
Admission and commencement of dealings on the London Stock Monday, 15 February
Exchange of existing Al Noor Shares and New Al Noor Shares, 08h00
(GMT) on
Termination of listing of Mediclinic Shares from the Main Board of the JSE Monday, 15 February
and the NSX at the commencement of trading on
Name change for trading on the JSE expected to be effective on the JSE Wednesday, 17 February
systems at the commencement of trading on
Certificates in respect of New Al Noor Shares posted to Certificated Friday, 19 February
Scheme Participants who have surrendered their Documents of Title and
have elected on or prior to 12h00 on the Scheme Record Date to receive
their New Al Noor Shares in Certificated Form on or about
Notes:
1 All dates and times may be changed by mutual agreement between Mediclinic and Al Noor and/or may be subject to certain
regulatory approvals not being withdrawn. Any change to the abovementioned timetable will be published on SENS.
2 All times given are local times in South Africa, unless otherwise stated.
3 Mediclinic Shares may not be dematerialised or rematerialised after Friday, 5 February 2016 (or such later date as Mediclinic
may announce if the dates and times above are changed).
4 Existing Al Noor Shares will trade on the London Stock Exchange cum Special Dividend up until and including Wednesday,
10 February 2016 (being the last day to trade on the LSE in order to be recorded on the Al Noor register on the Al Noor
Record Date) and trade ex-Special Dividend from Thursday, 11 February 2016. As Mediclinic Shareholders who receive New
Al Noor Shares will not be entitled to receive the Special Dividend, the New Al Noor Shares will trade ex-Special Dividend on
the JSE from Monday, 8 February 2016 on a “when issued basis”.
Stellenbosch
29 January 2016
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
International Legal Adviser to Mediclinic
Slaughter and May
NSX Sponsor to Mediclinic
Simonis Storm Securities (Pty) Ltd
Morgan Stanley & Co. International plc ("Morgan Stanley") which is authorised by the Prudential Regulation Authority and
regulated by the Financial Conduct 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: 29/01/2016 10:30:00 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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