Wrap Text
Announcement Regarding Spire Healthcare Group plc
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")
FOR IMMEDIATE RELEASE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION WHERE TO DO
SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN
OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”)
AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
23 October 2017
Announcement Regarding Spire Healthcare Group plc
Mediclinic notes the announcement made by Spire Healthcare Group plc (“Spire”) earlier today.
Mediclinic confirms that it made an approach to Spire regarding a possible offer for the entire issued
and to be issued share capital of Spire not already owned by it or its subsidiaries (the “Proposal”).
Under the Proposal, Spire shareholders would receive 0.232 Mediclinic shares and 150 pence in cash
for each Spire share. Based on the closing price of Mediclinic shares as at 17 October 2017, being
the last business day prior to the Proposal being made, the Proposal valued each Spire share at 300
pence, representing a premium of:
- 30% to the closing price of Spire shares on 17 October 2017(1); and
- 31% to the volume weighted average closing price of Spire shares in the one month prior to and
including 17 October 2017(2).
As noted by Spire, the Proposal was rejected by the independent directors of Spire. As a
consequence, Mediclinic is considering its position.
In accordance with Rule 2.6(a) of the Code, by not later than 5.00 p.m. on 20 November 2017,
Mediclinic will be required to either announce a firm intention to make an offer for Spire in accordance
with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case such
announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will
only be extended with the consent of the UK Takeover Panel in accordance with Rule 2.6 of the
Code. Mediclinic understands that, in accordance with Rule 2.6(c) of the Code, the UK Takeover
Panel will normally consent to such an extension at the request of Spire.
Pursuant to Rule 2.5 of the Code, Mediclinic reserves the right to vary the form and/or mix of the offer
consideration and vary the transaction structure. Mediclinic also reserves the right to amend the terms
of any offer (including making the offer at a lower value):
a) with the recommendation or consent of the Spire Board;
b) if Spire announces, declares or pays any dividend or any other distribution or return of value to
shareholders, in which case Mediclinic reserves the right to make an equivalent reduction to its
Proposal;
c) following the announcement by Spire of a whitewash transaction pursuant to the Code; or
d) if a third party announces a firm intention to make an offer for Spire at a lower price than
referred to above.
A further announcement will be made in due course, but there can be no certainty that an offer will be
made.
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on
Mediclinic’s corporate website at www.mediclinic.com. The content of this website is not incorporated
into, and does not form part of, this announcement.
In accordance with Rule 2.9 of the Code, as at the date of this announcement, Mediclinic’s issued
share capital comprises 737,243,810 ordinary shares of GBP0.10 each held outside treasury (ISIN:
GB00B8HX8Z88).
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.
Enquiries
Investor Relations, Mediclinic International plc
James Arnold, Head of Investor Relations
ir@mediclinic.com
+44 (0)20 3786 8181
Morgan Stanley (financial adviser to Mediclinic)
Matthew Jarman / Tom Perry / Anthony Zammit
+44 (0) 20 7425 8000
Rand Merchant Bank, a division of FirstRand Bank Limited (financial adviser to Mediclinic)
Paul Roelofse / Jessica Spira / Gareth Armstrong
+27 (11) 282 8000
FTI Consulting (PR adviser to Mediclinic)
Debbie Scott (UK) +44 (0)20 3727 1000
Frank Ford (South Africa) +27 (0)21 487 9000
Corporate broker: Morgan Stanley & Co. International plc
JSE sponsor (South Africa): Rand Merchant Bank (A division of FirstRand Bank Limited)
NSX sponsor (Namibia): Simonis Storm Securities (Pty) Limited
1. Based on 17 October 2017 closing prices of 646 pence per Mediclinic share and 231 pence per Spire share.
2. Last one month volume weighted average closing price of 229 pence per Spire share, from and including 18 September
2017 to and including 17 October 2017, as sourced from Capital IQ.
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 co-financial adviser to Mediclinic and no one else in connection with
the matters set out in this announcement. In connection with such matters, Morgan Stanley, its
affiliates (including without limitation Morgan Stanley South Africa (Pty) Limited) 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 connection with 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 co-financial adviser
to 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 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.
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or
the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of
any securities, whether pursuant to this announcement or otherwise. This is an announcement of a
possible offer under Rule 2.4 of the Code and does not amount to an announcement of a firm
intention to make an offer under Rule 2.7 of the Code or to proceed with any transaction.
The release, publication or distribution of this announcement in jurisdictions outside the United
Kingdom may be restricted by law and, therefore, persons into whose possession this announcement
comes should inform themselves about, and observe, such restrictions. Any failure to comply which
such restrictions may constitute a violation of the securities law of any such jurisdiction.
Certain figures included in this announcement have been subjected to rounding adjustments.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant
securities of an offeree company or of any securities exchange offeror (being any offeror other than
an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the offer period and, if
later, following the announcement in which any securities exchange offeror is first identified. An
Opening Position Disclosure must contain details of the person’s interests and short positions in, and
rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities
exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must
be made by no later than 3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the
10th business day following the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of the offeree company or of a
securities exchange offeror prior to the deadline for making an Opening Position Disclosure must
instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class
of relevant securities of the offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and
of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of
each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that
these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day
following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or
informal, to acquire or control an interest in relevant securities of an offeree company or a securities
exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and
Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position
Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the
Takeover Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was first identified. You
should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt
as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Date: 23/10/2017 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.
Sharenet Sites 
