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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”, or the “Company”, or the “Group”)
19 June 2020
POSTING OF ANNUAL REPORT AND FINANCIAL STATEMENTS, NOTICE OF ANNUAL GENERAL MEETING AND PROXY FORM
Mediclinic announces that its Annual Report and Financial Statements in respect of the financial
year ended 31 March 2020 (“2020 Annual Report”) is being posted to shareholders today, together
with the notice of annual general meeting (“AGM”) (the ”Notice”) and the Form of Proxy in relation
to the Company’s AGM to be held on Wednesday, 22 July 2020 at 14 Curzon Street, London, W1J
5HN at 16:30 (BST).
In accordance with Listing Rule 9.6.1, the above documents are being submitted to the National
Storage Mechanism and will shortly be available to the public for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
The documents are also being made available on the Company's website at www.mediclinic.com
during the course of today. In addition, the Group’s 2020 Clinical Services Report and 2020
Sustainable Development Report is available at https://annualreport.mediclinic.com.
Shareholders should note that, as a result of the COVID-19 pandemic and the current United
Kingdom government restrictions on travel and indoor public gatherings, shareholder attendance at
the Company’s AGM will not be possible this year. Shareholders are therefore encouraged to
appoint the chair of the AGM as their proxy. Further instructions relating to the Form of Proxy are
set out in the Notice.
The Board of Directors recognises the importance of the AGM to shareholders and is keen to
ensure that each is able to exercise his/her right to participate by voting. Details on how to submit
proxy votes by post, online or through CREST, are set out in the Notice.
Registered shareholders may submit their questions to the Board of Directors in advance of the
AGM by sending an email to the Company Secretary at MediclinicInternational@linkgroup.co.uk
and the Company will answer these in due course.
In accordance with DTR 6.3.5 of the FCA’s Disclosure Guidance and Transparency Rules, additional
information is set out in the appendices to this announcement. The information in the Appendix is
extracted from the 2020 Annual Report and should be read in conjunction with the Company’s
preliminary results announcement issued on 2 June 2020 (RNS number 6029O). Together, these
constitute the information required by DTR 6.3.5 to be communicated in full unedited text through a
Regulatory Information Service. This material is not a substitute for reading the full 2020 Annual
Report.
About Mediclinic International plc
Mediclinic is an international private healthcare services group, established in South Africa in 1983,
with divisions in Switzerland, Southern Africa (South Africa and Namibia) and the United Arab
Emirates (“UAE”).
The Group’s core purpose is to enhance the quality of life.
Its vision is to be the partner of choice that people trust for all their healthcare needs.
Mediclinic is focused on providing specialist-orientated, multi-disciplinary services across the
continuum of care in such a way that the Group will be regarded as the most respected and trusted
provider of healthcare services by patients, medical practitioners, funders and regulators of
healthcare in each of its markets.
At 1 June 2020, Mediclinic comprised 76 hospitals, eight sub-acute and specialised hospitals, 15
day case clinics and 21 outpatient clinics. Hirslanden operated 17 hospitals, three day case clinics
and three outpatient clinics in Switzerland with more than 1 800 inpatient beds; Mediclinic Southern
Africa operations included 52 hospitals (three of which in Namibia), eight sub-acute and specialised
hospitals and 10 day case clinics (four of which operated by Intercare) across South Africa, and
more than 8 700 inpatient beds; and Mediclinic Middle East operated seven hospitals, two day case
clinics and 18 outpatient clinics with more than 900 inpatient beds in the UAE.
The Company’s primary listing is on the London Stock Exchange (“LSE”) in the United Kingdom,
with secondary listings on the JSE Ltd in South Africa and the Namibian Stock Exchange in Namibia.
Mediclinic also holds a 29.9% interest in Spire Healthcare Group plc, a leading private healthcare
group based in the United Kingdom and listed on the LSE.
For further information, please contact:
Company Secretary, Link Company Matters Limited
Caroline Emmet
+44 (0)20 7954 9548
Investor Relations, Mediclinic International plc
James Arnold, Head of Investor Relations
ir@mediclinic.com
+44 (0)20 3786 8181
Media queries
FTI Consulting
Ben Atwell/Ciara Martin – UK
+44 (0)20 3727 1000
Sherryn Schooling – South Africa
+27 (0)21 487 9000
Registered address: 6th Floor, 65 Gresham Street, London, EC2V 7NQ, United Kingdom
Website: www.mediclinic.com
Corporate broker (United Kingdom): Morgan Stanley & Co International plc and UBS Investment
Bank
JSE sponsor (South Africa): Rand Merchant Bank (A division of FirstRand Bank Limited)
NSX sponsor (Namibia): Simonis Storm Securities (Pty) Ltd
APPENDIX
PRINCIPAL RISKS AND UNCERTAINTIES
The Group’s principal risks and uncertainties are detailed below, as extracted from pages 119–123
of the 2020 Annual Report. For further information, please refer to the 2020 Annual Report.
KEY
REFERENCE RISK CATEGORY BUSINESS PROCESSES
A Strategic and business • Strategy formulation and implementation
environment • Strategic investments and projects
B Financial and reporting • Revenue cycle
• Procure-to-pay cycle
• Financial management and control
• Treasury
• Health information (including coding)
C Operational • Infrastructure
Marketing and corporate communication
operations
D Information technology • ICT and related projects
E Regulatory compliance • Legal and secretarial
• Governance, risk and compliance
• Environmental management
F Clinical • Clinical
• Nursing
• Pharmacy
• Coding
G People • Human resources
• Payroll cycle
PRINCIPAL MOVEMENT IN RISK DESCRIPTION RISK MITIGATION
RISK FY20
1. Pandemics and Increased An epidemic occurs when an • Effective triage system
infectious diseases infectious disease infects many
The increasing risk people rapidly; a pandemic • Hospital and business incident
AF relates to the COVID- occurs when it spreads to response planning
19 pandemic. multiple countries and continents. • Central coordination of task
teams and clinical governance
These risks refer to the Group’s
ability to respond effectively to • Incident monitoring
the potential adverse clinical, • Financial scenario planning
operational
and business effects caused by a • Communication strategy
pandemic or infectious disease.
2. Economic and Increased These risks relate to the • Systems to monitor
business downturn in the general developments and trends in the
environment The global economic economic and business economic and business
environment and environments impacting on the environments and early
A outlook deteriorated. affordability of healthcare for warning indicators
funders and self-paying patients. • Proactive monitoring and
negotiation by the Group’s
The business environment risks Funder Relations functions
include the power of funders and • Focus on quality and
the potential negative impact on continuum of care to reinforce
tariffs and fees resulting from the the Group’s market position
shift of the relative negotiating
power away from healthcare
service providers towards
funders.
3. Regulatory and Increased These risks relate to adverse • Proactive engagement with
compliance changes in legislation and stakeholders
The increasing risk regulations impacting on the • Health policy units created to
E relates to the Group or where the failure to conduct research and to
continued healthcare comply with legislation and provide strategic input into
reform and the regulations may result in losses, reform processes
introduction of new fines, penalties or damage to • Active industry participation
regulations. reputation. The Group is also across all divisions
exposed to an increasing • Company Secretarial, Legal
compliance monitoring cost. and Compliance functions
support operational
The risks include healthcare management; monitor
reform by regulators aimed at regulatory developments; and,
reducing the cost of healthcare; where necessary, obtain expert
broadening the access to quality legal advice for the effective
healthcare; and increasing the implementation of compliance
monitoring of quality standards initiatives
by regulators. • Compliance risks identified and
assessed as part of
compliance management
processes
4. Competition No change These risks relate to the • Proactive monitoring
uncertainty created by the • Strategic planning processes
A Providers in the existing and/ or emerging • Quality and value of care
healthcare market competitors with strong processes
remain competitive. strategies.
The risks include the
outmigration of care (partly driven
by further technological
developments) and the
development of alternative care
models.
5. Information Increased Information systems security risk • Comprehensive information
systems security and and cyber risk relate to the systems identity access
cyberattacks The increased risk unauthorised access to management, change and
relates to the information systems through physical access controls
D continued external external or internal attack or • Regular security reviews
threats arising from unauthorised breaches resulting • Disaster recovery planning
cyberattacks and in the unavailability of systems, • Group information security and
breaches. failure of data integrity and loss data privacy policies
of confidential data. • Group ICT security committee
6. Disruptive Increased Disruptive innovation and • Strategic planning processes
innovation and digitalisation risks include the • Proactive monitoring
digitalisation The increased disintermediation and erosion of • Systems to monitor
risk relates to the Mediclinic business model developments and trends in the
D increased due to the impact of technological economic and business
demand from clients development. It refers to the environments and early
and extent and speed that new warning indicators
stakeholders technologies (and combinations
for adoption of thereof) change and transform
digital solutions industries, and to what extent an
and innovation. organisation can exploit these
opportunities by being responsive
and innovative, while managing
associated risks.
7. Availability, No change There is a shortage of skilled • Systems to monitor
recruitment and labour, particularly a shortage of satisfaction, movement and
retention of skilled Vacancies and qualified and experienced nursing profiles of medical practitioners
resources and turnover ratios in employees in Southern Africa. • Details on the relationship and
medical practitioners respect of skilled engagement with medical
resources and The availability and support of practitioners provided in the
G medical practitioners admitting medical practitioners, 2020 Sustainable
are expected to whether independent or Development Report
remain at similar employed, are critical to the • Employment, recruitment and
levels to the prior Group’s services. retention strategies explained
reporting period. in the 2020 Sustainable
Development Report
• Extensive training and skills
development programme and
foreign recruitment
programme, explained in the
2020 Sustainable
Development Report
8. Business projects Reduced The Group plans to adapt to the • Effective project governance
evolving operational and practices, methodologies and
A, D The risk decreased regulatory environment and reporting
during the year under healthcare market. These risks • Experienced project
review. refer to issues or occurrences management teams
that could interfere with
successful completion of
projects, including timelines, cost • Proactive monitoring and
and quality. oversight
9. Clinical No change These risks relate to all clinical • Refer to the 2020 Clinical
risks associated with the Services Report for a detailed
F Clinical processes provision of clinical care resulting analysis of the strategies to
across all divisions in undesirable clinical outcomes. manage and monitor clinical
remained a key focus risks
area for the Group. Clinical risks are managed daily • A Group-wide clinical risk
Risk exposure at all facilities. High-priority register implemented per
remained at a clinical risk areas include patient division
comparable level to safety culture, adverse obstetric • Accreditation processes
the prior reporting outcomes, medication errors, • Clinical governance processes
period. surgical and procedural adverse • Monitoring of clinical
events and multidrug resistant performance indicators
organisms. • Focus on quality management
Such risks may also result in processes
damage to Mediclinic’s reputation • Stakeholder engagement and
and impact on brand equity (1). disclosure strategies
• Clinical audits
10. Availability and No change These risks relate to the cost, • Long-term planning of capital
cost of capital terms and availability of capital to requirements and cash-flow
(Including financing Interest rates are finance strategic expansion forecasting
and liquidity risks) expected to remain opportunities and/or the • Scrutiny of cash-generating
at comparable levels refinancing or restructuring of capacity within the Group
B during 2020. Long- existing debt affected by • Proactive and long-term
term financing prevailing capital market agreements with banks and
arrangements are in conditions. other funders relating to
place. funding facilities
All three divisions have recently • Systems to monitor compliance
refinanced their debt and, with requirements of debt
therefore, maturities are relatively covenants
long dated. The nearest term • Further details on capital risk
material maturity is a Swiss bond management and the Group’s
due in February 2021. An borrowings contained in the
unutilised bank facility is in place Group financial statements
to fully repay the bond.
11/ Operations and No change Operational risks refer to diverse • Preservation of a sound
credit types of operational events with a internal financial control
The operational and potential for financial loss, environment
B, C credit risks did not operational interruptions or • Effective operational risk
change significantly reputational damage. management processes
and remained stable. • Effective monitoring and
Credit risks relate to possible loss oversight of operations
due to a funder’s inability to pay • Regulated minimum solvency
the outstanding balance owing; requirements for funders
default by banks and/or other • Monitoring of approved funders
deposit-taking • Group Treasury Policy
institutions; or the inability to
recover outstanding amounts due
from patients.
Credit risk with respect to trade
receivables consists mainly of
medical schemes and insurance
companies which are required to
maintain minimum reserve levels.
In Switzerland and the UAE a
large part
of trade receivables are owed by
cantonal or government-funded
programmes that support
healthcare providers with early
release of payments due to them
during COVID-19 business
disruptions.
12. Quality of service No change These risks refer to the quality of • Patient satisfaction surveys
and operational service and the stability of the (both internal and external)
stability These risks did not operations, including: • Complaints monitoring
change significantly • Training programmes and
C and remained stable. • incidents of poor service or supervision of service levels
where operational • Emergency backup electricity
management fails to respond generation
effectively to complaints; • Emergency and disaster
• operational interruptions planning
which refer to any disruption • Extensive fire-fighting and
of the facility and may include detection systems, including
the threat of disrupted comprehensive maintenance
electricity or water supply; processes
and • Comprehensive insurance
• fire and allied perils causing cover for financial impact of
damage or business potential disasters
interruption.
13. Business Reduced These risks relate to increased • Strategic planning processes
investment and financial exposure due to major • Due diligence processes
acquisitions The investment and strategic business investments • Investment mandates
governance and acquisitions. • Board oversight
A, B processes were They include the sensitivity of the • Post-acquisition management
strengthened during assumptions made when capital processes
the year under is allocated and the effective
review. implementation of major
investment decisions.
1 Brand equity refers to the commercial value derived from the consumer perception of the Group’s
brand names rather than the services provided under those brand names.
Key
Increased - Risk exposure has increased due to change in business environment; increased
investments; increased dependency of operations on IT; information sensitivity; and associated cost.
Reduced - Proactive and continuous monitoring; favourable results of negotiations; effective
treasury; and risk management processes have resulted in lowering of risk exposure.
No change - Risk exposure has remained largely unchanged as the operating and regulatory
environments have remained stable, and enhanced risk mitigation measures have kept the risk at
same level.
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
The Statement of Directors’ Responsibilities In Respect of the Financial Statements below is
extracted from page 221 of the 2020 Annual Report. This statement relates solely to the 2020 Annual
Report and is not connected to the information presented in this announcement or the preliminary
results announcement released on 2 June 2020.
The directors are responsible for preparing the annual report and the financial statements in
accordance with applicable legislation and regulations.
The Act requires the directors to prepare financial statements for each financial year. Under the
United Kingdom Companies Act 2006 (the “Act”), the directors have prepared the Group financial
statements and the Company financial statements in accordance with IFRS as adopted by the EU.
Under the Act, the directors must not approve the financial statements unless they are satisfied
that these give a true and fair view of the state of affairs of the Group and Company and of the
profit or loss of the Group and Company for the reporting period. In preparing the financial
statements, the directors are required to:
• select suitable accounting policies and then apply them consistently;
• state whether applicable IFRS as adopted by the EU have been followed for the Group
financial statements and for the Company financial statements, subject to any material
departures disclosed and explained in the financial statements;
• make judgements and accounting estimates that are reasonable and prudent; and
• prepare the financial statements on the going concern basis unless it is inappropriate to
presume that the Group and Company will continue in business.
The directors are also responsible for safeguarding the assets of the Group and Company and hence
for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for keeping adequate accounting records that are sufficient to show
and explain the Group and Company’s transactions and disclose with reasonable accuracy at any
time the financial position of the Group and Company and enable them to ensure that the financial
statements and the Remuneration Committee Report comply with the Act and the Group financial
statements with Article 4 of the IAS Regulation.
The directors are responsible for the maintenance and integrity of the Company’s website.
Legislation in the UK governing the preparation and dissemination of financial statements may differ
from legislation in other jurisdictions.
Directors’ Confirmations
The directors consider that this Annual Report, and accounts, taken as a whole, is fair, balanced
and understandable and provides the information necessary for shareholders to assess the Group
and Company’s position and performance, business model and strategy.
Each of the directors, whose names and functions are listed from page 130 of this Annual Report,
confirm that, to the best of their knowledge:
• the Company financial statements, which have been prepared in accordance with IFRS as
adopted by the EU, give a true and fair view of the assets, liabilities, financial position and
loss of the Company;
• the Group financial statements, which have been prepared in accordance with IFRS as
adopted by the EU, give a true and fair view of the assets, liabilities, financial position and
loss of the Group; and
• the Directors’ Report includes a fair review of the development and performance of the
business and the position of the Group and Company, together with a description of the
principal risks and uncertainties that these entities face.
In the case of each director in office at the date the Directors’ Report is approved:
• so far as the directors is aware, there is no relevant audit information of which the Group
and Company’s auditors are unaware; and
• they have taken all the steps that they ought to have taken as a director in order to make
themselves aware of any relevant audit information and to establish that the Group and
Company’s auditors are aware of that information.
CA van der Merwe PJ Myburgh
Group Chief Executive Officer Group Chief Financial Officer
1 June 2020 1 June 2020
RELATED PARTY TRANSACTIONS
The following description of related party transactions involving the Company and is subsidiaries
during the financial year ended 31 March 2020 is extracted from page 314 of the 2020 Annual
Report.
36. RELATED PARTY TRANSACTIONS
Remgro Ltd owns, through various subsidiaries (Remgro Healthcare (Pty) Ltd, Remgro
Health Ltd and Remgro Jersey GBP Ltd) 44.56% (2019: 44.56%) of the Company’s issued
share capital.
The following transactions were carried out with related parties:
2020 2019
£’m £’m
i) Transactions with shareholders
Remgro Management Services Ltd (subsidiary of Remgro Ltd)
Managerial and administration fees 0.4 0.3
Internal audit services - 0.2
V&R Management Services AG (subsidiary of Remgro Ltd)
Administration fees1 - -
ii) Key management compensation
Key management includes the directors (executive and non-executive)
and members of the Group Executive Committee.
Salaries and other short-term benefits
Short-term benefits 5 6
iii) Transactions with associates and joint ventures
Zentrallabor Zürich
Fees earned (1) (2)
Purchases 8 9
Spire Healthcare Group plc
Non-executive director fee (2) - -
Wits University Donald Gordon Medical Centre (Pty) Ltd
Fees paid 2.3 2
1 In the prior year the amount was less than £0.1m. No administration
fees were paid in the current year.
2 Amount is less than £0.1m.
Terms and conditions
Managerial and administration fees were bought on a cost-plus basis. All
other transactions were made on normal commercial terms and
conditions and at market rates.
NOTE 2.1 TO THE CONSOLIDATED FINANCIAL STATEMENTS
For clarification purposes, consistent with the Chief Financial Officer’s Report in the 2020 Annual
Report and the Group’s preliminary results announcement published on 2 June 2020, the cash and
available facilities at the end of May 2020 was around £490m.
Date: 19-06-2020 05:00:00
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