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Posting of annual report and financial statements, notice of annual general meeting and proxy form
Mediclinic International plc
(Incorporated in England and Wales)
Company Number: 08338604
LSE Share Code: MDC
JSE Share Code: MEI
NSX Share Code: MEP
ISIN: GB00B8HX8Z88
POSTING OF ANNUAL REPORT AND FINANCIAL STATEMENTS, NOTICE OF ANNUAL
GENERAL MEETING AND PROXY FORM
Mediclinic International plc (the “Company”) has today posted to shareholders its Annual Report
and Financial Statements in respect of the financial year ended 31 March 2016 (“2016 Annual
Report”), as well as the Notice of Annual General Meeting and Form of Proxy in relation to the
Company’s annual general meeting to be held on Wednesday, 20 July 2016 at the Rosewood
London Hotel, 252 High Holborn, London, WC1V 7EN at 15:00 (UK time).
In accordance with Listing Rule 9.6.1, the above documents will be submitted to the UK Listing
Authority via a National Storage Mechanism and will shortly be available to the public for
inspection at www.morningstar.co.uk/NSM.
The documents are also available on the Company's website at www.mediclinic.com.
The Company released its preliminary results on 25 May 2016 (RNS No. 1973Z), and this
announcement should be read in conjunction with this. The financial information contained in the
preliminary results announcement does not constitute the Company’s statutory accounts for the
years ended 2015 and 2016 but is derived from those accounts. Statutory accounts for 2016 will
be delivered to the Registrar of Companies in due course. The Auditors have reported on those
accounts; their report was (i) unqualified, (ii) did not include a reference to any matters to which
the Auditors drew attention by way of emphasis without qualifying their report and (ii) did not
contain a statement under Section 498(2) or (3) of the Companies Act 2006. The text of the
Auditors’ report can be found in the Company’s full Annual Report and Financial Statements on the
Company’s website.
APPENDICES
The following appendices should be read in conjunction with, and not as a substitute for, reading
the full 2016 Annual Report. Take note that references and definitions in the text below are as in
the 2016 Annual Report.
APPENDIX A: PRINCIPAL RISKS
The Company’s principal risks are detailed below. For further information on the risks for the
financial year ended 31 March 2016 please refer to the 2016 Annual Report.
PRINCIPAL RISK DESCRIPTION OF RISK MITIGATION OF RISK
Regulatory risk Adverse changes in laws and - Proactive engagement
regulations impacting on the Group or strategies with stakeholders
the failure to comply with laws and - Health policy units created to
regulations which may result in losses, conduct research and,
fines, prosecution or damage to provide strategic input into,
reputation. reform processes
- Active industry participation
across all platforms
The risk also includes ethical and - Company secretarial and/or
governance risks that refer to legal departments support
unexpected negative consequences of operational management,
unethical actions or the failure of the monitor regulatory
control and oversight mechanisms developments and, where
which were designed and implemented necessary, obtain expert
to uphold the ethical standards and legal advice for the effective
controls of the Group. implementation of
compliance initiatives
- Compliance risks identified
and assessed as part of
departmental risk registers
- Visible ethical leadership
- Monitoring and investigation
of incidents reported on the
Ethics line
- Board level oversight
Competition The risk relating to the uncertainty - Proactive monitoring
created by the existence of competitors - Strategic planning processes
or the emergence of new competitors - Quality and value of care
with their own strategies. processes
Business The increased financial exposure - Strategic planning processes
investment and relating to major strategic business - Due diligence processes
acquisition risks investments and acquisitions. During - Investment mandates
the last financial year, Mediclinic made - Board oversight
strategic investments in Spire - Post-acquisition
Healthcare, as well as acquired the Al management processes
Noor Hospitals Group.
Economic and The downturn in the general economic - Systems to monitor
business and business environment, including all developments in the
environment those factors that affect a company's economic and business
operations, customers, competitors, environment of trends and
stakeholders, suppliers and industry early warning indicators
trends. - Proactive monitoring and
negotiation by Group’s
Funder Relations
Departments
The business environment risk includes - Focus on quality and
the power of funders and the potential continuum of care to
negative impact on tariffs and fees reinforce company position
resulting from the shift of the relative
negotiating power towards funders,
away from healthcare service
providers.
Operational and Operational risk refers to various types - Preservation of a sound
credit risks of operational events with a potential internal financial control
for financial loss. environment
- Effective risk management
processes
Credit risk is the risk of loss due to a - Extensive combined
funder’s inability to pay the outstanding assurance processes
balance owing, default by banks and/or - Monitoring of operations
other deposit-taking institutions, or the through KPI’s
inability to recover outstanding amounts - Continuous enhancement of
due from the patient. operational efficiency and
cost reduction
- Regulated minimum solvency
requirements for funders.
- Monitoring of approved
funders
- Treasury policy
- Board level oversight
Availability and The cost, terms and availability of - Long-term planning of capital
cost of capital capital to finance strategic expansion requirements and cash-flow
(Including opportunities and/or the refinancing or forecasting
financing and restructuring of existing debt which has - Scrutiny of cash-generating
liquidity risk) been affected by prevailing capital capacity within the Group
market conditions. - Proactive and long-term
agreements with banks and
other funders relating to
funding facilities
The impact of negative interest rates - Monitoring of compliance
currently prevalent in Switzerland. with requirements of debt
covenants
- Further details on capital risk
management and the
Group’s borrowings are
contained in the annual
financial statements
Clinical risks All clinical risks associated with the - Refer to the Clinical Services
provision of clinical care resulting in Report for a detailed analysis
undesirable clinical care or clinical of the strategies to manage
outcomes. and monitor clinical risks
- A group-wide clinical risk
register implemented per
The risks include a pandemic and platform
disease outbreak: A pandemic is an - Accreditation processes
epidemic of infectious disease that is - Clinical governance
spreading through human populations processes
across a large region. Disease outbreak - Monitoring of clinical
involves highly infectious diseases with performance indicators
a high mortality rate. - Implementation of
comprehensive processes for
infection control and
prevention
Such risks may also result in damage to - Marketing and
the Mediclinic brand equity. Brand communication strategies
equity refers to the value of the - Focus on quality
Group’s brand names. management processes
- Stakeholder engagement and
disclosure strategies
Information Information systems security risk - Comprehensive IT logical
systems (including cyber risk) relates to the access, change and physical
security and unauthorised access to information access controls
availability risk systems, failure of data integrity and - Disaster recovery planning
confidentiality. Availability risk relates - System design and
to the instances where systems are not architecture
available for use by its intended users. - Group ICT security
A risk which is closely associated with committee
Information Systems risk is project - Experienced project
delivery. Project Delivery risk refers to management team
issues or occurrences that may - Proactive monitoring and
potentially interfere with successful oversight
completion of projects, including its - Reallocation of tasks and
scope, timeliness and appropriateness resources
of delivery.
Quality and The risk refers to the quality of service - Patient satisfaction surveys
stability of and the stability of the operations. It (both internal and external)
operational includes but is not limited to: - Complaints monitoring
services - Incidents of poor service or - Training programmes
incidents where operational - Supervision of service levels
management fail to respond - Emergency backup power
effectively to complaints. generation
- Operational interruptions which - Emergency planning
refers to any disruption of the - Plans to deal with disasters
facility and may include the threat - Extensive fire-fighting and
of disrupted power or water supply. detection systems, including
- Fire and allied perils causing comprehensive maintenance processes.
damage or business interruption. - Comprehensive insurance to
deal with financial impact of
potential disasters
Availability, The availability and support of admitting - Monitoring of doctor
recruitment and doctors, whether independent or satisfaction, movement and
retention of employed, are critical to the services doctors’ profiles
skilled the Group provides. - Details on the relationship
resources and with doctors provided in the
medical Sustainable Development
practitioners There is a shortage of skilled labour, Report.
particularly a shortage of qualified and - The employment, recruitment
experienced nursing staff in Southern and retention strategies
Africa. explained in the Sustainable
Development Report.
- Extensive training and skills
development programme,
and foreign recruitment
program, further explained in
the Sustainable Development
Report.
APPENDIX B: RELATED-PARTY TRANSACTIONS
The following description of related-party transactions involving the Company and its subsidiaries
during the financial year ended 31 March 2016 is extracted from page 200 of the 2016 Annual
Report and is repeated in this announcement solely for the purpose of complying with DTR 6.3.5:
GROUP
2016 (Restated)
GBP'm 2015
GBP'm
33. RELATED-PARTY TRANSACTIONS
Remgro Limited owns, through various subsidiaries (Remgro
Healthcare Holdings (Pty) Ltd, Remgro Health Limited and Remgro
Jersey GBP Limited) 44.56% (2015:41.35%) of the Company's
issued share capital.
The following transactions were carried out with related third
parties:
i) Transactions with shareholders
Share subscription
- Remgro Group and its subsidiaries 600 –
In addition to the share subscription (February 2016), Remgro also
participated in the Rights Offer (August 2015).
Remgro Management Services Limited (subsidiary of Remgro
Limited)
- Managerial and administration fees* – –
- Internal audit services* – –
- Management fee relating to the acquisition of equity investment
(Spire Healthcare Group plc) 2 –
- Underwriting fees in respect of the rights offer 4 –
Balance due to – –
V&R Management Services AG (subsidiary of Remgro Limited)
- Administration fees* – –
Acquisition of equity investment (Spire Healthcare Group plc)
- During the period under review, Mediclinic International Limited
and Remgro Limited jointly negotiated the terms of the transaction
to acquire an equity investment in Spire Healthcare Group plc with
the seller. Refer to note 29 for additional information.
ii) Key management compensation
Key management includes the directors (executive and non-
executive) and members of the Executive Committee.
Salaries and other short term benefits 4 3
- Short-term benefits 4 3
- Post-employment benefits* – –
- Share-based payment – –
iii) Transactions with associates
Zentrallabor Zürich (ZLZ)
- Fees earned (1) (1)
- Purchases 7 7
Spire Healthcare Group plc
- Non-executive director fee* – n/a
*Amount is less than GBP0.5m.
APPENDIX C: DIRECTORS’ RESPONSIBILITY STATEMENT
The consolidated financial statements are prepared in accordance with International Financial
Reporting Standards as adopted by the European Union and are based on appropriate accounting
policies consistently applied and supported by reasonable and prudent judgements and estimates.
The directors are responsible for preparing the annual financial statements in accordance with
applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under
that law the directors have prepared the group and parent company financial statements in
accordance with International Financial Reporting Standards (IFRSs), as adopted by the European
Union. Under company law, the directors must not approve the financial statements unless they
are satisfied that they give a true and fair view of the state of affairs of the group and the company
and of the profit or loss of the company and group for that period. In preparing these financial
statements, the directors are required to:
- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- state whether applicable IFRSs, as adopted by the European Union, have been followed, subject
to any material departures disclosed and explained in the financial statements;
- prepare the financial statements on the going concern basis, unless it is inappropriate to presume
that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show
and explain the Company’s transactions and disclose with reasonable accuracy at any time the
financial position of the Company and the Group and enable them to ensure that the financial
statements and the Directors’ Remuneration Report comply with the Companies Act 2006 and, as
regards the Group financial statements, Article 4 of the IAS Regulation. They are also responsible
for safeguarding the assets of the Company and the Group and hence for taking reasonable steps
for the prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the Company’s website.
Legislation in the United Kingdom governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
The directors consider that the Annual Report, taken as a whole, is fair, balanced and
understandable and provides the information necessary for shareholders to assess the Company’s
position, performance, business model and strategy.
The directors confirm that, to the best of their knowledge:
- the Group financial statements, which have been prepared in accordance with IFRSs as adopted
by the EU, give a true and fair view of the assets, liabilities, financial position and profit of the
Group; and
- the Directors’ Report, Risk Management Report (including Viability Statement), Financial Review
and Divisional Reviews contained in the Annual Report includes a fair review of the development
and performance of the business and the position of the Group, together with a description of the
principal risks and uncertainties that it faces.
The consolidated financial statements have been prepared on a going concern basis and the
directors believe that the Group will continue to be in operation in the foreseeable future.
The consolidated financial statements set out in the Annual Report and Financial Statements have
been approved by the Board of Directors and are signed on their behalf by:
Danie Meintjes Craig Tingle
Director Director
London
25 May 2016
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:
Victoria Dalby
Capita Company Secretarial Services Limited
+44 (0)207 954 9600
Victoria Geoghegan/Liz Morley/Nick Lambert/Aarti Iyer
Bell Pottinger
+44 (0)203 772 2468
21 June 2016
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