Wrap Text
Public opening position disclosure by a party to an offer
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")
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the “Code”)
1. KEY INFORMATION
(a) Full name of discloser: Mediclinic International plc
(“Mediclinic”)
(b) Owner or controller of interests and short N/A
positions disclosed, if different from 1(a):
The naming of nominee or vehicle companies is
insufficient. For a trust, the trustee(s), settlor and
beneficiaries must be named.
(c) Name of offeror/offeree in relation to whose Mediclinic International plc
relevant securities this form relates:
Use a separate form for each offeror/offeree
(d) Is the discloser the offeror or the offeree? OFFEROR
(e) Date position held: 3 November 2017
The latest practicable date prior to the disclosure
(f) In addition to the company in 1(c) above, is the YES
discloser making disclosures in respect of any If YES, specify which:
other party to the offer? Spire Healthcare Group plc
If it is a cash offer or possible cash offer, state “N/A”
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in more than one class of relevant
securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for
each additional class of relevant security.
(a) Interests and short positions in the relevant securities of the offeror or offeree
to which the disclosure relates
Class of relevant security: 10p Ordinary Shares
Interests Short positions
Number % Number %
(1) Relevant securities owned 0 0 0 0
and/or controlled:
(2) Cash-settled derivatives: 0 0 0 0
(3) Stock-settled derivatives 0 0 0 0
(including options) and
agreements to purchase/sell:
TOTAL: 0 0 0 0
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded options), or
agreements to purchase or sell relevant securities, should be given on a Supplemental
Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements
should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in relation to 0
which subscription right exists:
Details, including nature of the rights 0
concerned and relevant percentages:
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE
OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe (including directors’
and other employee options) of any person acting in concert with the party to the offer
making the disclosure:
(a) Mediclinic ordinary shares held by directors of Mediclinic or their close relatives or
related trusts
Director 10p Ordinary Shares %
Daniël Petrus Meintjes 173,995 0.02
Petrus Jurgens Myburgh 30,000 0.00
Edwin de la Harpe Hertzog 4,215,502 0.57
James Alan Grieve 7,500 0.00
Petrus Johannes Uys (alternate 417 0.00
director)
(b) Interests in Mediclinic shares held by directors under its share plans
Director Number Date of Award Vesting Date
of
shares
Mediclinic Forfeitable Share Plan
Daniël Petrus Meintjes 33,949 17 June 2015 31 May 2018
Mediclinic Long-Term Incentive Plan 2013 (subject to performance conditions)
Daniël Petrus Meintjes 101,376 14 June 2016 14 June 2021
Petrus Jurgens Myburgh 49,281 2 August 2016 2 August 2021
Daniël Petrus Meintjes 129,626 1 June 2017 31 May 2020
Petrus Jurgens Myburgh 65,263 1 June 2017 31 May 2020
Mediclinic Short-Term Incentive Pan 2015 (subject to continued employment)
Daniël Petrus Meintjes 27,187 1 June 2017 31 May 2019
Petrus Jurgens Myburgh 10,815 1 June 2017 31 May 2019
(c) Mediclinic ordinary shares held by subsidiaries of Remgro Limited (“Remgro”)
Shareholder 10p Ordinary Shares %
Remgro Healthcare Holdings 256,382,504 34.78
Proprietary Limited
Remgro Health Limited 36,057,692 4.89
Remgro Jersey GBP Limited (NOTE 1) 36,057,692 4.89
NOTE 1: In March 2016, Remgro Jersey GBP Limited issued £350m of senior, secured
guaranteed bonds which are listed on the Open Market of the Frankfurt Stock Exchange (the
Freiverkehr). In certain circumstances, these bonds are exchangeable for Mediclinic shares.
The underlying Mediclinic shares which may be the subject of any such exchange are
included as part of Remgro’s interest in Mediclinic under this disclosure.
(d) Mediclinic ordinary shares held by persons presumed to be acting in concert with
it (NOTE 2)
Shareholder 10p Ordinary Shares %
RMB Securities (Pty) Ltd 69,457 0.01
Ashburton Fund Managers 302,903 0.04
Nominees (Pty) Ltd
RMB Morgan Stanley (Pty) Ltd
(1) Relevant securities 100,877 0.01
owned and/or controlled
(interests):
(2) Cash settled 1,652,701 0.22
derivatives (interests):
Total RMB Morgan Stanley 1,753,578 0.24
(Pty) Ltd interests
(3) Relevant securities 1,218,700 0.17
owned and/or controlled
(Short positions):
(4) Cash settled 430,217 0.06
derivatives (Short
positions):
Total RMB Morgan Stanley 1,648,917 0.22
(Pty) Ltd short positions
First Rand Bank Limited See Note 3
Bridge Fund Managers (Pty) Ltd 419,235 0.06
Kagiso Asset Management (Pty) 4,951,449 0.67
Ltd
Momentum Asset Management 2,350,194 0.32
(Pty) Ltd
Momentum Outcome-based 513,906 0.07
Solutions (Pty) Ltd
Truffle Asset Management (Pty) 776,338 NOTE 4 0.11
Ltd
Maru Asset Managers (Pty) Ltd 38,638 NOTE 4 0.01
Northstar Asset Management 3,310 0.00
(Pty) Ltd
Sentio Capital Management (Pty) 2,221,686 0.30
Ltd
Details of any open stock-settled derivative positions (including traded options), or
agreements to purchase or sell relevant securities, should be given on a Supplemental Form
8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements
should be disclosed on a Supplemental Form 8 (SBL).
NOTE 2: Under the UK Takeover Code, Mediclinic’s major shareholder, Remgro Limited
(“Remgro”), is presumed to be acting in concert with a number of entities in which it has a
direct interest of 20 per cent. or more and/or other entities in which such investee companies
(or their investee companies) have an interest of 20 per cent. or more. Some of these entities
deal in listed securities during the ordinary course of their businesses. Neither Mediclinic nor
Remgro is able to control or influence such dealing activities. In order to ascertain the
interests of the investee companies described above, Remgro has contacted, on Mediclinic’s
behalf, those companies which are its direct investee companies and requested information in
respect of any relevant interests or arrangements they may have in relation to Mediclinic
securities. Remgro has also requested that such companies contact their own relevant
investee companies (and so on down the chain) to request the same. The information in this
disclosure is provided on the basis of the responses received in response to such requests.
The information has been collected from the various entities over the two weeks since the
start of the offer period and may not, therefore, be accurate as at the date of this
announcement – if Mediclinic becomes aware that the information was not accurate as at 3
November 2017, subject to discussion with the Takeover Panel, it may be required to update
the information in this announcement. Neither Mediclinic nor Remgro is in a position to verify
the accuracy of those responses or require such companies to provide the relevant
information.
NOTE 3: FirstRand Bank Limited holds a GBP 50m position in the exchangeable bonds
issued by Remgro described in Note 1 which, in certain circumstances, are exchangeable for
Mediclinic shares. As described in Note 1, such underlying shares are included in the
Remgro holdings disclosed in section 3(c) of this announcement. Further, FirstRand Bank
has entered into an asset swap contract, with the same maturity as the bonds, which has the
economic effect of selling off the equity component of FirstRand Bank’s holding of the
exchangeable bonds so that FirstRand Bank’s net position to the underlying Mediclinic shares
is zero.
NOTE 4: Truffle Asset Management (Pty) Ltd’s holding includes rights under contracts for
difference over 111,071 shares and Maru Asset Managers (Pty) Ltd’s holding includes rights
under contracts for difference over 12 shares. Mediclinic is not aware of the terms of such
contracts.
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding,
formal or informal, relating to relevant securities which may be an inducement to deal
or refrain from dealing entered into by the party to the offer making the disclosure or
any person acting in concert with it:
Irrevocable commitments and letters of intent should not be included. If there are no such
agreements, arrangements or understandings, state “none”
None.
(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between
the party to the offer making the disclosure, or any person acting in concert with it, and
any other person relating to:
(i) the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant securities to which
any derivative is referenced:
If there are no such agreements, arrangements or understandings, state “none”
None.
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) NO
Supplemental Form 8 (SBL) NO
Date of disclosure: 6 November 2017
Contact name: Mr James Arnold
Telephone number: +44 20 3786 8180/1
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information
Service.
The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s
disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.
JSE sponsor: RAND MERCHANT BANK (A division of FirstRand Bank Limited)
NSX sponsor: Simonis Storm Securities (Pty) Ltd
6 November 2017
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