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MEDICLINIC INTERNATIONAL PLC - Form 8

Release Date: 24/11/2022 17:42
Code(s): MEI
Wrap Text
Form 8

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
South African income tax number: 9432434182
(‘Mediclinic’, the ‘Company’, or the ‘Group’)

24 November 2022

                                                                                       FORM 8 (DD)

 PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN
    CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY
                             INVESTMENT CLIENTS)
             Rules 8.1, 8.2 and 8.4 of the Takeover Code (the ‘Code’)

1.      KEY INFORMATION

 (a) Full name of discloser:                                  Petrus Jurgens Myburgh
 (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) Status of person making the disclosure:                  Person acting in concert with the
     e.g. offeror, offeree, person acting in concert with     offeree (Mediclinic International
     the offeror/offeree (specify name of offeror/offeree)    plc)
 (e) Date dealing undertaken:                                 21 November 2022

 (f) In addition to the company in 1(c) above, is the         N/A
     discloser making disclosures in respect of any
     other party to the offer?
     If it is a cash offer or possible cash offer, state
     “N/A”

2.      POSITIONS OF THE PERSON 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 following the dealing

 Class of relevant security:

                                                 Interests                   Short positions
                                            Number            %(1)            Number         %
                                                   (2)
 (1) Relevant securities owned              97 300         0.0132%              Nil          Nil
     and/or controlled:
 (2) Cash-settled derivatives:                  Nil              Nil            Nil          Nil
     
 (3) Stock-settled derivatives                  Nil              Nil            Nil          Nil
     (including options) and
     agreements to
     purchase/sell:
     TOTAL:                                   97 300          0.0132%           Nil          Nil


(1)
  Total number of ordinary shares of Mediclinic International plc is 737 243 810 as of 21 November 2022.
The percentages have been rounded to the four nearest decimal places.

(2)
   Petrus Jurgens Myburgh owns 94 500 ordinary shares and a Person Closely Associated with Petrus
Jurgens Myburgh owns 2 800 ordinary shares.

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 (including directors’ and other employee
         options)

  Class of         Mediclinic International plc ordinary shares of 10 pence each
  relevant
  security in
  relation to
  which
  subscription
  right exists:
  Details,         Short-Term Incentive Plan
  including
  nature of the     Number of            Date of grant         Release date           Exercise
  rights            ordinary                                                          price (per
  concerned         shares                                                            share)
  and relevant      80 655               04/06/2021            05/06/2023             Nil
  percentages       47 488               05/08/2022            05/08/2024             Nil
  :
                   Long-Term Incentive Plan (subject to performance conditions)

                    Maximum          Date of            Vesting          Lapse date       Exercise
                    number of        grant              date                              price (per
                    ordinary                                                              share)
                    shares
                    awarded
                    216 411          14/12/2020         13/12/2025       14/12/2023       Nil
                    190 569          04/06/2021         03/06/2026       04/06/2024       Nil
                    148 319          05/08/2022         04/08/2027       04/08/2025       Nil

                   Long-Term Incentive Plan (not subject to performance conditions)(1)

                    Number of            Date of grant         Vesting date           Exercise
                    ordinary                                                          price (per
                    shares                                                            share)
                    24 981               19/06/2019            18/06/2024             Nil


                    (1)
                        On 19 May 2022, the Remuneration Committee approved the vesting of the Long-
                    Term Incentive Plan Award granted to Petrus Jurgens Myburgh at 12.1% of
                    maximum based on the achievement against performance targets, equating to 24
                    981 shares. This award will be cash settled (as permitted under the remuneration
                    policy in place at the time and indicated in the Company's annual report for the
                    financial year ended 31 March 2019), as soon as practicable after vesting on 18 June
                    2024.


3.       DEALINGS BY THE PERSON MAKING THE DISCLOSURE

Where there have been dealings in more than one class of relevant securities of the offeror or
offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class
of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

(a)      Purchases and sales

(i)      Party to an offer or person acting in concert (except for a principal trader in the
         same group as a connected adviser)

  Class of relevant               Purchase/sale               Number of              Price per unit
      security                                                securities
 N/A                            N/A                     N/A                        N/A


(ii)     Principal trader where the sole reason for the connection is that the principal
         trader is in the same group as a connected adviser

    Class of               Purchases/       Total number           Highest price          Lowest price
     relevant                sales          of securities             per unit               per unit
     security                                                      paid/received          paid/received
 N/A                      N/A               N/A                   N/A                    N/A


(b)      Cash-settled derivative transactions

       Class of            Product          Nature of dealing           Number of            Price per
       relevant           description    e.g. opening/closing a         reference               unit
       security            e.g. CFD        long/short position,         securities
                                         increasing/reducing a
                                            long/short position
 N/A                      N/A           N/A                            N/A                 N/A


(c)      Stock-settled derivative transactions (including options)

(i)      Writing, selling, purchasing or varying

  Class        Product             Writing,      Number         Exercise       Type         Expiry      Option
    of        description        purchasing,         of          price          e.g.         date       money
 relevant       e.g. call          selling,     securities      per unit     American,                   paid/
 security        option          varying etc.    to which                    European                  received
                                                  option                        etc.                   per unit
                                                  relates
 N/A          N/A                N/A            N/A             N/A          N/A            N/A        N/A
       
(ii)      Exercise

        Class of         Product          Exercising/      Number of       Exercise price
        relevant       description         exercised       securities         per unit
        security      e.g. call option      against
     N/A              N/A                N/A             N/A                N/A

(d)       Other dealings (including subscribing for new securities)

  Class of relevant         Nature of dealing             Details         Price per unit (if
      security               e.g. subscription,                             applicable)
                                conversion
 Mediclinic             Vesting of award granted    Vesting and cash      N/A
 International plc      under the Company’s Short   settlement of an
 ordinary shares of     Term Incentive Plan         award over 13 383
 10 pence each                                      ordinary shares in
                                                    the Company
                                                    granted in respect
                                                    of the Company’s
                                                    financial year
                                                    ended 31 March
                                                    2020 under the
                                                    Company’s Short
                                                    Term Incentive
                                                    Plan


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 or person acting in
 concert making the disclosure and any other person:
 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 or person acting in concert making the disclosure 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:                                       23 November 2022

 Contact name:                                             Company Secretary, Link Company Matters
                                                           Limited
                                                           Caroline Emmet
 Telephone number:                                         +44 (0)333 300 1930


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
dealing disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.



ABOUT MEDICLINIC INTERNATIONAL PLC
Mediclinic is a diversified international private healthcare services group, established in South Africa in
1983, with divisions in Switzerland, Southern Africa (South Africa and Namibia) and the Middle East.

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 30 September 2022, Mediclinic comprised 74 hospitals, five subacute hospitals, three mental health
facilities, 21 day case clinics and 23 outpatient clinics. Hirslanden operated 17 hospitals and five day case
clinics in Switzerland with around 1 900 inpatient beds; Mediclinic Southern Africa operations included 50
hospitals (three of which in Namibia), five subacute hospitals, three mental health facilities and 14 day
case clinics (four of which operated by Intercare) across South Africa, and around 8 700 inpatient beds;
and Mediclinic Middle East operated seven hospitals, two day case clinics and 23 outpatient clinics with
around 1 000 inpatient beds in the UAE. In addition, under management contract Mediclinic Middle East
will open a 200-bed hospital in the Kingdom of Saudi Arabia in 2023.

The Company’s primary listing is on the London Stock Exchange (‘LSE’) in the United Kingdom, with
secondary listings on the JSE in South Africa and the Namibian Stock Exchange in Namibia.

Mediclinic also holds a 29.7% (2022: 29.9%) interest in Spire Healthcare Group plc, a leading private
healthcare group based in the United Kingdom and listed on the LSE.

CONTACT INFORMATION
Investor queries
James Arnold, Head of Investor Relations, Mediclinic International plc
+44 (0)20 3786 8181
 ir@mediclinic.com

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
Joint corporate brokers: Morgan Stanley & Co International plc and UBS Investment Bank
JSE sponsor (South Africa): Rand Merchant Bank (A division of FirstRand Bank Ltd)
NSX sponsor (Namibia): Simonis Storm Securities (Pty) Ltd

Date: 24-11-2022 05:42:00
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