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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 Spire Healthcare Group plc
relevant securities this form relates: (“Spire”)
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? Mediclinic International 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: 1p Ordinary Shares
Interests Short positions
Number % Number %
(1) Relevant securities owned 119,923,335 29.90 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: 119,923,335 29.90 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) Spire shares held by persons presumed to be acting in concert with Mediclinic
NOTE 1 NOTE 2
Shareholder Ordinary Shares %
Truffle Asset Management (Pty) 4,113,817 1.03
Ltd
Kagiso Asset Management (Pty) 1,283,734 0.32
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 1: Under the UK Takeover Code, Mediclinic is presumed to be acting in concert with a
number of entities in which its major shareholder, investment holding company Remgro
Limited (“Remgro”), 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. Earlier this year Mediclinic was made aware that the two entities listed above had
acquired an aggregate interest of approximately 1 per cent. in Spire which, together with
Mediclinic's existing 29.9 per cent. interest, meant that the presumed concert party group
held, in aggregate, interests in Spire shares exceeding 30 per cent. of the voting rights of
Spire.
The Takeover Panel has granted a dispensation from the requirements under Rules 9.1 and
9.2 of the Code for a mandatory offer to be made for the remaining shares in Spire as a result
of such dealings on the basis that the known excess interests above 30 per cent. are sold
down by the presumed concert party group within a certain period. The Takeover Panel has
ruled that, on this occasion, should the relevant entities not sell down themselves within such
period, the sell down obligation would fall on Mediclinic. Given the restrictions in Rule 4.2 of
the Code on an offeror and its concert parties selling shares in an offeree company during an
offer period, The Takeover Panel has suspended this sell down requirement for the duration
of the current offer period. The Takeover Panel has also confirmed that (if any offer were to
proceed by way of a contractual offer rather than a scheme of arrangement) the minimum
acceptance condition permitted under the Code in respect of any such offer would be treated
as being increased by such known excess. As set out above, Mediclinic now understands the
presumed concert party members hold an aggregate interest of approximately 1.35% per
cent. in Spire (in addition to Mediclinic’s own holding of 29.9%).
NOTE 2: 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 Spire 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.
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
Date: 06/11/2017 02:01:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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