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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
LEI: 2138002S5BSBIZTD5I60
(“Mediclinic”, the “Company” or the “Group”)
23 June 2017
POSTING OF ANNUAL REPORT AND FINANCIAL STATEMENTS, NOTICE OF ANNUAL
GENERAL MEETING AND PROXY FORM
Mediclinic’s Annual Report and Financial Statements in respect of the financial year ended 31
March 2017 (“2017 Annual Report”) is being posted to shareholders during the course of today,
together with the Notice of Annual General Meeting and Form of Proxy in relation to the
Company’s annual general meeting to be held on Tuesday, 25 July 2017 at the Rosewood London
Hotel, 252 High Holborn, London, WC1V 7EN at 15:00 (BST).
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 will also be made available on the Company's website at www.mediclinic.com
during the course of today.
The Company released its preliminary results on 24 May 2017 (RNS No. 0335G), and this
announcement should be read in conjunction with that announcement. The financial information
contained in the preliminary results announcement does not constitute the Company’s statutory
accounts for the years ended 31 March 2016 and 2017, but is derived from those accounts.
Statutory accounts for year ended 31 March 2017 will be delivered to the Registrar of Companies
in due course. The Company’s 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 2017 Annual Report.
About Mediclinic International plc
Mediclinic is an international private healthcare group with operating platforms in Southern Africa
(South Africa and Namibia), Switzerland and the United Arab Emirates. Its core purpose is to
enhance the quality of life of patients by providing acute care, specialist-orientated, multi-
disciplinary healthcare services. Mediclinic also holds a 29.9% interest in Spire Healthcare Group
plc, a LSE listed and UK-based private healthcare group.
Mediclinic comprises 74 hospitals and 37 clinics. Mediclinic Southern Africa operates 49 hospitals
and 2 day clinics throughout South Africa and 3 hospitals in Namibia with more than 8 000
inpatient beds in total; Hirslanden operates 16 private acute care facilities and 4 clinics in
Switzerland with more than 1 600 inpatient beds; and Mediclinic Middle East operates 6 hospitals
and 31 clinics with more than 700 inpatient beds in the United Arab Emirates.
During February 2016, the combination of the Company (previously named Al Noor Hospitals
Group plc), with operations mainly in Abu Dhabi in the United Arab Emirates, and Mediclinic
International Limited was completed. Mediclinic International Limited was a South African based
international private healthcare group founded in 1983 and listed on the JSE, the South African
stock exchange, since 1986, with operations in South Africa, Namibia, Switzerland and the United
Arab Emirates (mainly in Dubai). The combination resulted in the renaming of the enlarged group
to Mediclinic International plc.
Mediclinic has a primary listing on the Main Market of the LSE, with secondary listings on the JSE
in South Africa and the NSX in Namibia.
For further information, please contact:
Capita Company Secretarial Services Limited
Victoria Dalby
+44 (0)207 954 9600
Investor Relations, Mediclinic International plc
James Arnold, Head of Investor Relations
ir@mediclinic.com
+44 (0)20 3786 8181
Media queries
FTI Consulting
Brett Pollard/Debbie Scott (UK)
+44 (0)20 3727 1000
Frank Ford (South Africa)
+27 (0)21 487 9000
Registered address: 1st Floor, 40 Dukes Place, London, EC3A 7NH, United Kingdom
Website: www.mediclinic.com
Corporate broker: Morgan Stanley & Co International plc
JSE sponsor: RAND MERCHANT BANK (A division of FirstRand Bank Limited)
NSX sponsor: Simonis Storm Securities (Pty) Ltd
APPENDICES
The following appendices should be read in conjunction with, and not as a substitute for, reading
the full 2017 Annual Report. Take note that page references and definitions in the text below are
as in the 2017 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 2017, please refer to the 2017 Annual Report.
PRINCIPAL RISK DESCRIPTION OF RISK MITIGATION OF RISK
Regulatory and Adverse changes in laws and - Proactive engagement
Compliance risk regulations impacting the Group or the strategies with stakeholders
failure to comply with laws and - Health policy units created to
regulations which may result in losses, conduct research and provide
fines, prosecution or damage to strategic input for reform
reputation. processes
- Active industry participation
The risk includes ethical and across all platforms
governance risks that refer to - Company secretarial and legal
unexpected negative consequences of departments support
unethical actions or the failure of the operational management,
control and oversight mechanisms monitor regulatory
which were designed and implemented developments and, where
to uphold the ethical standards and necessary, obtain expert legal
controls of the organisation. advice for the effective
implementation of compliance
initiatives
- Compliance risks identified and
assessed as part of
departmental risk registers
- Compliance management
- 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
The risk includes the outmigration of
care, partly driven by further
technological developments and the
development of alternative care
models.
Business The increased financial exposure - Strategic planning processes
investment and relating to major strategic business - Due diligence processes
acquisition risks investments and acquisitions. - Investment mandates
- Board oversight
During the prior financial year, - Post-acquisition management
Mediclinic made strategic investments processes
in Spire Healthcare, and acquired the
Al Noor Hospitals Group.
PRINCIPAL RISK DESCRIPTION OF RISK MITIGATION OF RISK
Economic and The downturn in the general economic - Systems to monitor
business and business environment, including all developments in the economic
environment those factors that affect a company's and business environment of
operations, customers, competitors, trends and early warning
stakeholders, suppliers and industry indicators
trends. - Proactive monitoring and
negotiation by Group’s funder
The business environment risk includes relations departments
the power of funders and the potential - Focus on quality and
negative impact on tariffs and fees continuum of care to reinforce
resulting from the shift of the relative the Company’s position
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
Credit risk is the risk of loss due to a processes
funder’s inability to pay the outstanding - Extensive combined assurance
balance owing, default by banks and/or processes
other deposit-taking institutions, or the - Monitoring operations through
inability to recover outstanding amounts KPIs
due from the patient. - Continuous enhancement of
operational efficiency and cost
reduction
- Regulated minimum solvency
requirements for funders
- Monitoring 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 was - Scrutiny of cash-generating
liquidity risk) affected by prevailing capital market capacity within the Group
conditions. - Proactive and long-term
agreements with banks and
The impact of negative interest rates other funders relating to
currently prevalent in Switzerland. funding facilities
- Monitoring compliance with
requirements of debt covenants
- Further details on capital risk
management and the Group’s
borrowings are contained in the
consolidated financial
statements on page 164
Clinical risks All clinical risks associated with the - Refer to the Clinical Services
provision of clinical care resulting in Overview from page 37 and the
undesirable clinical care or clinical Clinical Services Report
outcomes. available on the Company’s
website at www.mediclinic.com
The risks include a pandemic and for a detailed analysis of the
disease outbreak. A pandemic is an strategies to manage and
epidemic of infectious disease that is monitor clinical risks
spreading through human populations
PRINCIPAL RISK DESCRIPTION OF RISK MITIGATION OF RISK
across a large region. Disease outbreak - A Group-wide clinical risk
involves highly infectious diseases with register implemented per
a high mortality rate. platform
- Accreditation processes
Such risks may also result in damage to - Clinical governance processes
the Mediclinic brand equity. Brand - Monitoring clinical performance
equity refers to the value of the indicators
Group’s brand names. - Implementation of
comprehensive processes for
infection control and prevention
- Marketing and communication
strategies
- Focus on quality 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 to- System design and
the instances where systems are not architecture
available for use by its intended users. - Group ICT security committee
- Experienced project
A risk which closely associated with management team
information systems risk is project - Proactive monitoring and
delivery. Project delivery risk refers to oversight
issues or occurrences that may - Reallocation of tasks and
potentially interfere with successful resources
completion of projects, including its
scope, timeliness and appropriateness
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 are - Emergency planning
any disruption of the facility and - Plans to deal with disasters
including the threat of disrupted - Extensive fire-fighting and
power or water supply; and detection systems, including
- fire and allied perils causing comprehensive maintenance
damage or business interruption. processes
- Comprehensive insurance to
deal with financial impact of
potential disasters
Availability, The availability and support of admitting - Monitoring doctor satisfaction,
recruitment and doctors, whether independent or movement and doctors’ profiles
retention of employed, are critical to the services - Details on the relationship with
skilled the Group provides. doctors are provided in the
resources and Sustainable Development
medical There is a shortage of skilled labour, Report available on the
practitioners particularly a shortage of qualified and Company’s website at
PRINCIPAL RISK DESCRIPTION OF RISK MITIGATION OF RISK
experienced nursing staff in Southern www.mediclinic.com
Africa. - The employment recruitment
and retention strategies are
explained in the Sustainable
Development Highlights on
page 60 and in more detail in
the Sustainable Development
Report available on the
Company’s website at
www.mediclinic.com
- Extensive training and skills
development programme, and
foreign recruitment program,
further explained in the
Sustainable Development
Highlights on page 61 and in
more detail in the Sustainable
Development Report available
on the Company’s website at
www.mediclinic.com
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 2017 is extracted from page [xx] of the 2017 Annual
Report and is repeated in this announcement solely for the purpose of complying with DTR 6.3.5:
GROUP
2017 2016
GBP’m GBP’m
34. RELATED-PARTY TRANSACTIONS
Remgro Limited owns, through various subsidiaries (Remgro
Healthcare (Pty) Limited, Remgro Health Limited and Remgro Jersey
GBP Limited) 44.56% (2016: 44.56%) 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 Right Offer (August 2015)
Remgro Management Services Limited (subsidiary of Remgro Limited)
- Managerial and administration fees 0.30 0.20
- Internal audit services 0.20 0.10
- Management fee relating to the acquisition of equity investment - 2
(Spire Healthcare Group plc)
- Underwriting fees in respect of the rights offer - 4
V & R Management Services AG (subsidiary of Remgro Limited)
- Administration fees* - -
Acquisition of equity investment (Spire Healthcare Group plc)
- During the prior period, Mediclinic International (RF) (Pty) Ltd
(previously Mediclinic International Ltd) 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 30 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 7 4
- Short-term benefits 6 4
- Post-employment benefits* - -
- Share-based payment 1 -
iii) Transactions with associates
Zentrallabor Zürich (ZLZ)
- Fees earned (1) (1)
- Purchases 10 7
Spire Healthcare Group plc
- Non-executive director fee* - -
*amount is less than £0.5m.
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