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Completion of the recommended combination between Al Noor Hospitals Group plc and Mediclinic International Limited
Al Noor Hospitals Group plc
(to be renamed Mediclinic International plc)
(Incorporated in England and Wales)
Company Number 8338604
LSE Share Code: ANH
JSE Share Code: MEI
NSX Share Code: MEP
ISIN: GB00B8HX8Z88
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION.
15 February 2016
COMPLETION OF THE RECOMMENDED COMBINATION BETWEEN
AL NOOR HOSPITALS GROUP PLC AND MEDICLINIC INTERNATIONAL LIMITED
Further to the announcement of 29 January 2016 confirming that the scheme of arrangement
under the South African Companies Act to effect the combination of Al Noor Hospitals Group plc
(the “Company”) and Mediclinic International Limited (“Mediclinic SA”) (the “Mediclinic
Scheme”) had become unconditional, the board of directors of the Company is pleased to
announce that as of today’s date the Mediclinic Scheme has become operative.
The board of directors is also pleased to announce that the Namibian Stock Exchange ("NSX") has
approved the secondary listing of the Company on the NSX, with effect from today, 15 February
2016, under share code "MEP".
Admission of the New Shares to be issued in connection with the Combination and the associated
subscription by Remgro Limited (or one or more of its affiliates) and the Existing Shares to the
premium listing segment of the Official List and to trading on the main market for listed securities
of the London Stock Exchange is expected to occur with effect from 8.00 a.m. (London time)
today.
The trading of shares in Mediclinic SA on the Main Board of the JSE, and on the NSX, has
terminated and the New Shares in the Company have today been issued to former Mediclinic SA
shareholders in accordance with the terms of the Mediclinic Scheme. Ordinary shares in the
Company have been admitted to trading under a secondary listing on the Main Board of the JSE,
and on the NSX.
Commenting on completion of the Combination, Danie Meintjes, who becomes Chief Executive
Officer of the Company as of today’s date said:
“We are very pleased to have completed this deal and are excited by the opportunities it presents
for future growth. Mediclinic is a leading international private healthcare provider with operational
expertise and a well-balanced geographic profile in Southern Africa, Switzerland and the UAE, and
with exposure to the UK through a minority stake in Spire Healthcare. Our listing status will provide
incremental advantages through increased liquidity and greater access to a global investor base
and a likely reduction in cost of capital.”
Unless otherwise stated or the context otherwise requires, capitalised terms in this announcement
have the meaning given to them in the prospectus published by the Company on 19 November
2015 (the “Prospectus”).
Completion of the Remgro Subscription
The Company is pleased to announce that, further to the Mediclinic Scheme becoming operative,
the Company has today allotted:
(a) 36,057,692 New Shares to Remgro Health Limited; and
(b) 36,057,692 New Shares to Remgro Jersey GBP Limited,
in accordance with the terms and conditions of the Remgro Subscription Agreement.
As described in the Prospectus, a relationship agreement was entered into between the Company
and Remgro on 14 October 2015, to be effective on Completion, and whose principal purpose is to
govern the ongoing relationship between Remgro and the Company (the “Remgro Relationship
Agreement”). Following Completion, the Remgro Relationship Agreement is now effective.
Impact of Completion on employee share plans
As a result of completion of the Combination, payment of the Special Dividend (the terms and
conditions of which were set out in the shareholder circular published and/or despatched by the
Company on 19 November 2015 (the “Circular”)) has become unconditional and accordingly
outstanding awards under the Al Noor Employee Share Plans have vested as follows:
- Under the DAB, in full; and
- Under the LTIP, to the extent that performance conditions have been met (as determined
by the Company’s remuneration committee).
Each award will be satisfied by a cash payment rather than an issue or transfer of shares. The
payment includes an amount in respect of the Special Dividend and other dividends payable since
grant of the award.
For each of the persons discharging managerial responsibilities in relation to the Company on
Completion, the total number of shares vesting and the gross amount of the cash payment is as
follows:
Name Number of shares vesting Amount of cash payment
Ronald Lavater 83,007 GBP 974,319
Sami Alom 57,292 GBP 681,607
David Hoidal 13,611 GBP 159,537
Georges Feghali 12,351 GBP 144,344
As noted in the Prospectus, the award of shares granted to Ian Tyler on his appointment as
Chairman will be adjusted to reflect the effect of the Special Dividend on the value of the award.
The amount of Mr Lavater’s retention bonus (which was approved by shareholders) has been set
at USD 1,500,000. This will be payable in two equal instalments three and nine months after
Completion. If he resigns his employment or is terminated for cause, he will lose his entitlement to
any unpaid instalments.
Total Voting Rights
In accordance with Disclosure and Transparency Rule 5.6.1R, as a result of the issues of ordinary
shares described above, as at the date of this announcement the issued share capital and voting
rights of the Company are as follows:
Class of shares in issue Ordinary shares of 10p each 1
Number of ordinary shares in issue 800,902,686
Number of ordinary shares held in Treasury None
Total nominal value of issued ordinary shares GBP 80,090,268.60
Total Voting Rights 800,902,686
The above total voting rights figure (800,902,686) may be used by shareholders as the
denominator for the calculations by which they will determine whether they are required to notify
their interests in, or a change to their interest in, the Company under the FCA's Disclosure and
Transparency Rules.
Results of the Tender Offer
Further to completion of the Combination, the Company today announces the final results of the
Tender Offer, the terms and conditions of which were set out in the Circular. The Tender Offer
closed at 1.00 p.m. GMT on Friday, 12 February 2016.
1
The Company has on completion redeemed 50,000 redeemable non-voting preference shares of £1 each and cancelled
the related undertaking to pay from Astro II SPV. There are an additional 10 subscriber shares of 10 pence each in
issue. None of the redeemable non-voting preference shares or the subscriber shares have carried or carry any voting
rights or are admitted to trading on any stock exchange.
A total of 63,658,876 ordinary shares were successfully tendered at a price of GBP 8.32 per
ordinary share (the “Tender Price”). The total consideration payable under the Tender Offer is
GBP 529,641,848.32. The successfully tendered shares represent 7.9% of the issued share
capital of the Company as at today’s date.
Subject to the Court confirming the Second Reduction of Capital, the cash payments payable to
tendering shareholders in respect of successfully tendered shares are expected to be made by 26
February 2016.
The Tender Offer remains conditional on the Court confirming the Second Reduction of Capital.
The final confirmation hearing to confirm the Second Reduction of Capital is expected to take
place on 16 February 2016. A further announcement is expected to be made on 17 February 2016,
following the Second Reduction of Capital becoming effective, confirming the Reduction of Capital
and, as set out in the Circular, the resulting aggregate shareholding of Remgro Limited and certain
persons with which it is presumed to be acting in concert for the purposes of the City Code on
Takeovers and Mergers.
Change of name and accounting reference date
The Company will today give notice to the Registrar of Companies of the change of its name to
Mediclinic International plc, as approved by special resolution of the shareholders of the Company
on 15 December 2015. The change of name will take effect upon the issuance by the Registrar of
Companies of a new certificate of incorporation. The Company expects to release a further
announcement confirming that the change of name has become effective and the adoption of a
new LSE TIDM (MDC) later today. The new name of the Company and the new TIDM (MDC) are
expected to be reflected on the London Stock Exchange from the commencement of trading on 16
February 2016.
As previously disclosed in the Prospectus, following Completion, the Company will report to a 31
March year end in order to align with the accounting reference date of Mediclinic SA. A separate
announcement will follow once the change of accounting reference date has been effected.
Board changes
As previously announced in the Prospectus, the following changes to the board of directors of the
Company have taken effect on Completion:
- Danie Meintjes has become Chief Executive Officer;
- Craig Tingle has become Chief Financial Officer;
- Dr. Edwin Hertzog has become Non-Executive Chairman;
- Jannie Durand has become a Non-Executive Director;
- Alan Grieve, Prof. Dr. Robert Leu, Nandi Mandela, Trevor Petersen and Desmond Smith
have become Independent Non-Executive Directors;
- Ian Tyler has stepped down as Chairman and has become Senior Independent Director;
- Seamus Keating has stepped down as Senior Independent Director and remains an
Independent Non-Executive Director; and
- Dr. Kassem Alom, Ronald Lavater, Sheikh Mansoor Bin Butti Al Hamed, Ahmad Nimer,
William J. Ward, Mubarak Matar Al Hamiri and William S. Ward have stepped down from
the board of directors.
As at today’s date, the composition of the nomination, remuneration and audit committees of the
board of directors is as follows:
- Nomination Committee: Ian Tyler (Chair), Jannie Durand, Edwin Hertzog, Robert Leu,
Trevor Petersen and Desmond Smith;
- Remuneration Committee: Trevor Petersen (Chair), Robert Leu and Ian Tyler (Jannie
Durand will attend by invitation); and
- Audit and Risk Committee: Desmond Smith (Chair), Alan Grieve, Seamus Keating, Trevor
Petersen and Ian Tyler.
Nandi Mandela was an executive director of Dolphin Whisper Trading 23 (Pty) Ltd, which entered
liquidation in 2008 as part of a business rescue procedure. There was no opposition to the
application and the final order was granted in April 2008.
Further to the information disclosed in the Prospectus and this announcement, there is no further
information to be disclosed pursuant to Listing Rule 9.6.13R.
Tax implications for former Mediclinic SA shareholders
The dividend withholding tax and capital gains tax implications of the Combination for former
Mediclinic SA shareholders will be published on the Company’s website in due course.
Timetable
The timetable for principal events relating to implementation of the Combination and settlement of
the Tender Offer will be as follows. Shareholders are advised that the Company now expects to
settle payments from the Special Dividend and Tender Offer by the earlier date of Friday,
26 February 2016.
Event Date
The following dates and times (in so far as they relate to the Tender Offer and the Second
Reduction of Capital) will depend on the Court confirming the Second Reduction of
Capital
Court hearing to confirm Second Reduction of Capital Tuesday, 16 February 2016
Name change and New Share Code (MDC) for trading on Commencement of trading on
the London Stock Exchange expected to be reflected on Tuesday, 16 February 2016
the exchange
Name change for trading on the JSE and NSX expected to Commencement of trading
be effective on JSE and NSX systems (SA time) on Wednesday,
17 February 2016
Second Reduction of Capital expected to be made By Wednesday,
effective by registration at Companies House 17 February 2016
Certificates in respect of New Shares posted to On or around Friday,
certificated Mediclinic Scheme participants who have 19 February 2016
surrendered their documents of title and have elected on
or prior to 12.00 noon (SA time) on 12 February 2016
(being the Mediclinic Scheme record date) to receive their
New Shares in certificated form
Cheques despatched for Existing Shares in certificated Friday, 26 February 2016
form cancelled pursuant to the Tender Offer
Payment made through CREST for Existing Shares in Friday, 26 February 2016
uncertificated form cancelled pursuant to the Tender Offer
Settlement of cash in respect of Special Dividend to Friday, 26 February 2016
eligible Al Noor Shareholders
Latest date for despatch of cheques and settlement of Wednesday, 2 March 2016
cash in respect of Special Dividend and Tender Offer
Notes:
(1) All times given in this document are references to local times in London, UK unless otherwise stated.
(2) Any changes to the expected timetable of principal events will be announced via a Regulatory Information
Service.
A copy of this announcement will be available, subject to certain restrictions relating to persons
resident in restricted jurisdictions, at www.mediclinic.com. The content of the website is not
incorporated into and does not form part of this announcement.
Registered address: 1st Floor, 40 Dukes Place, London, EC3A 7NH, United Kingdom
Website: www.mediclinic.com
JSE sponsor: RAND MERCHANT BANK (A division of FirstRand Bank Limited)
NSX Sponsor: Simonis Storm Securities (Pty) Ltd
Enquiries
London
Victoria Geoghegan/Liz Morley/Nick Lambert/Aarti Iyer
Bell Pottinger
+44 (0)203 772 2468
Forward-looking statements
This announcement may contain forward-looking statements that are based on current
expectations or beliefs, as well as assumptions about future events. Reliance should not be placed
on any such statements because, by their very nature, they are subject to known and unknown
risks and uncertainties and can be affected by other factors that could cause actual results, and
the Company’s plans and objectives, to differ materially from those expressed or implied in the
forward-looking statements.
Date: 15/02/2016 09:19:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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