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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 NOR AS TO THE TERMS
OF ANY OFFER.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
16 November 2017
Announcement Regarding Spire Healthcare Group plc
On 23 October 2017, Mediclinic and Spire Healthcare Group plc (“Spire”) each confirmed that
Mediclinic had made a proposal to Spire to acquire all of the issued and to be issued share capital of
Spire not already owned by Mediclinic or its subsidiaries (the “Initial Proposal”). The Initial Proposal
comprised 150 pence in cash and 0.232 new Mediclinic shares per Spire share. Based on the closing
price of Mediclinic shares of 645.5 pence as at 17 October 2017, being the last business day prior to
the Initial Proposal being made, the Initial Proposal valued each Spire share at 300 pence. As noted by
Spire, the Initial Proposal was rejected by the independent directors of Spire.
Although discussions have continued, no agreement has yet been reached on any of the key terms of
an offer.
Mediclinic takes a highly disciplined approach to capital allocation and is focused on ensuring that any
offer it makes for the remaining share capital of Spire is in the best interests of Mediclinic shareholders.
Accordingly, Mediclinic considers it appropriate to take into account the movement in its share price
since 17 October 2017 when 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. There can be no certainty that an offer will be
made.
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.
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
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.
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: 16/11/2017 09:01:00 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
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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,
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