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PRE-LISTING ANNOUNCEMENT - SECONDARY INWARD LISTING OF Al NOOR HOSPITALS GROUP PLC ON THE MAIN BOARD OF THE JSE
Al Noor Hospitals Group plc Mediclinic International Limited
(Incorporated in England and Wales) (Incorporated in the Republic of South Africa)
(Date of incorporation: 20 December 2012) (Registration number: 1983/010725/06)
(Registration number: 08338604) ISIN: ZAE000074142
ISIN: GB00B8HX8Z88 JSE share code: MDC
LSE share code: ANH NSX share code: MCI
JSE share code: MEI (“Mediclinic”)
(“Al Noor” or the "Company")
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. THIS
ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN ANY JURISDICTION.
PRE-LISTING ANNOUNCEMENT - SECONDARY INWARD LISTING OF Al NOOR HOSPITALS GROUP PLC ON THE MAIN
BOARD OF THE EXCHANGE OPERATED BY THE JSE LIMITED ("JSE")
1. Introduction and rationale for secondary inward listing
On 14 October 2015, Al Noor and Mediclinic announced the proposed combination of the businesses of Al Noor and Mediclinic
(the “Combination”), to be effected by way of a scheme of arrangement under the Companies Act (the “Scheme”). A combined
scheme document relating to the Scheme was posted to Mediclinic shareholders on 17 November 2015 (“Scheme Circular”).
Al Noor shareholders and Mediclinic shareholders are referred to the finalisation announcement released on the Stock
Exchange News Service of the JSE ("SENS") on 29 January 2016 regarding the fulfillment of the conditions precedent to the
Scheme. The operative date of the Scheme (“Operative Date”) is expected to be 15 February 2016. Al Noor is expected to be
renamed Mediclinic International plc (“Mediclinic plc”) on or prior to the Operative Date (“Name Change”). As the Combination
constitutes a reverse takeover by Al Noor of Mediclinic for the purposes of the UK Listing Rules, Al Noor has made applications
for the entire issued ordinary shares of Al Noor and the new ordinary shares to be issued by Al Noor pursuant to the
Combination and the Remgro Subscription (“New Shares”) (together, the “Shares”) to be admitted to the premium listing
segment of the Official List maintained by the United Kingdom Listing Authority (the “UKLA”) and to trading on the Main Market
of the London Stock Exchange ("LSE") (the “UK Admission”). On the Operative Date, the UK Admission will become effective
in accordance with, respectively, the UK Listing Rules and the Admission and Disclosure Standards of the LSE.
Completion of the Combination and therefore the occurrence of the Operative Date remains subject to the satisfaction of certain
conditions, including the acknowledgements (or grant of application for listing) given by the UKLA, the LSE and the JSE
regarding approval of, respectively, the UK Admission and the admission of the Shares to listing on the JSE not being
withdrawn and the listing(s) becoming effective (as set out in the Scheme Circular).
Al Noor has a premium listing on the Main Market of the LSE, having been admitted to the premium listing segment of the
Official List maintained by the UKLA and to trading on the LSE since 26 June 2013. Given the expected significant South
African shareholder base of the Company post the Operative Date, the Company has made an application to the JSE for a
secondary inward listing on the Main Board of the JSE. The Company is an "accredited applicant" listed on an "accredited
exchange" as envisaged by paragraph 18.42 of the Listings Requirements of the JSE (the "Listings Requirements"). On this
basis, the JSE has approved the secondary inward listing of the Company on the Main Board of the JSE by way of the Fast-
Track Listing Process contemplated by paragraph 18 of the Listings Requirements. In terms of this approval, the entire issued
and to be issued ordinary share capital of the Company will be listed on the Main Board of the JSE in the “Health – Health
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Equipment and Services – Health Providers” sector of the JSE list under the abbreviated name Al Noor, share code MEI, and
ISIN GB00B8HX8Z88, with effect from the commencement of trading on Monday, 8 February 2016 (“Listing Date”). From the
Listing Date until the Operative Date, the entire issued and to be issued ordinary share capital of the Company will be listed on
the Main Board of the JSE on a ”when issued” basis.
Unless otherwise indicated, the terms and definitions used in this pre-listing announcement ("Pre-listing Announcement") are
as set out in the Scheme Circular. In this Pre-listing Announcement, references to the Company on or after the Operative Date
means Mediclinic plc following completion of the Combination, as the context requires. Unless otherwise stated or the context
otherwise requires, the following describes the Company and the Enlarged Group as they will be in existence following the
completion of the Combination.
2. Overview of the Company following completion of the Combination
Following completion of the Combination, the Company will be the holding company of a leading international private healthcare
group with deep operational expertise and a well-balanced geographic profile primarily in Southern Africa but also to a
significant extent in Switzerland and the United Arab Emirates (“UAE”), as well as exposure to the UK market through a minority
stake in Spire Healthcare Group plc (“Spire Healthcare”). On a revenue basis, the Enlarged Group will be the third largest
private healthcare provider in South Africa, the largest in the UAE and the largest private medical network in Switzerland.
Mediclinic plc has pro forma revenue of USD4 billion for the financial period 2014/20151, comprising 46% from Switzerland,
31% from South Africa and 23% from the UAE. The Enlarged Group will operate 73 hospitals with approximately 10,200 beds
and 37 clinics, and nearly 32,000 employees.
Following completion of the Combination, the Enlarged Group will focus on providing acute care, specialist-orientated,
multidisciplinary hospital services and related service offerings placing science at the heart of its care process by striving to
provide evidence-based care of the highest standard. Patients will receive controlled and customised treatment, orchestrated by
a team of medical professionals devoted to delivering the best possible clinical outcomes in multidisciplinary facilities of a world-
class standard.
3. Prospects following completion of the Combination
Following preliminary analysis undertaken by Al Noor and Mediclinic, there are opportunities for potential cost synergies to be
exploited for the UAE businesses, given the complementary nature of the operations and the ability to leverage the scale of the
Enlarged Group. Potential synergies are expected to be achieved primarily from procurement benefits from greater scale,
creating a shared operations team in the UAE, the combination of existing corporate functions and the transfer of knowledge
and best practices across Mediclinic plc.
The Enlarged Group will be a leading international private healthcare provider with deep operational expertise and a well-
balanced geographic profile in Southern Africa, Switzerland and the UAE, with exposure to the UK market through a minority
stake in Spire Healthcare. As a result of the Combination, the Enlarged Group will enhance its geographic diversity and be well
positioned towards growth markets, with the UAE representing 23% of the Enlarged Group’s pro forma revenues.
The Enlarged Group is expected to benefit from the Company’s premium listing on the Main Market of the LSE and expected
inclusion in the FTSE 100 index, together with secondary inward listings on both the Main Board of the JSE and the Namibian
Stock Exchange (“NSX”).2 The board of directors of the Company (“Board”) and the proposed directors following the
completion of the Combination believe that its listing status will provide incremental advantages to the Enlarged Group through
increased liquidity and greater access to a global investor base and a likely reduction in cost of capital.
Given substantial unmet medical needs in the Middle East, private healthcare delivery remains one of the fastest growing
sectors due to a rapidly ageing demographic, an increasing incidence of lifestyle-related medical conditions such as diabetes
and obesity, service gaps in the current healthcare market and growth in private health insurance. There is accordingly
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Mediclinic Group, being Mediclinic and its subsidiary undertakings, revenue for the financial year ended 31 March 2015 and Al Noor Group,
being Al Noor and its subsidiary undertakings, revenue for the financial year ended 31 December 2014, translated from U.S.$/GBP using the
exchange rate for the year ended 31 December 2014, equal to U.S.$/GBP 1.65.
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The Company intends to list on the NSX with effect from the Operative Date. The NSX listing remains subject to the approval of the NSX. An
announcement will be released on SENS upon approval of the NSX listing.
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significant potential for the Enlarged Group to capitalise on the attractive growth opportunities in the region and to deploy further
capital, by way of both organic and inorganic investment.
4. Board of the Company
The Board comprises, and following completion of the Combination, will continue to comprise a majority of independent non-
executive directors.
Following completion of the Combination, the new board of directors of the Company (“New Board”) will be as follows. The
Chairman will be Edwin Hertzog (currently Chairman of Mediclinic) and the Senior Independent Director will be Ian Tyler
(currently Chairman of Al Noor). The Chief Executive Officer of the Company will be Danie Meintjes and the Chief Financial
Officer will be Craig Tingle. Further details of the New Board, with effect from the Operative Date, are set out below.
Name Function
Dr Edwin de la Harpe Hertzog Non-executive Chairman
Daniël Petrus Meintjes Chief Executive Officer
Craig Ian Tingle Chief Financial Officer
Ian Tyler Senior independent director
Seamus Keating Independent non-executive director
Jan Jonathan Durand Non-executive director
James Alan Grieve Independent non-executive director
Prof Dr Robert Eduard Leu Independent non-executive director
Nandi Mandela Independent non-executive director
Trevor David Petersen Independent non-executive director
Desmond Kent Smith Independent non-executive director
5. General Company details and availability of documents
The Company was incorporated in England and Wales on 20 December 2012 under the UK Companies Act 2006 and its
registered office is at 1st Floor, Dukes Place, London, EC3A 7NH, United Kingdom.
The Company will be renamed Mediclinic International plc on or prior to the Operative Date.
The Company is not registered as an external company in South Africa.
The Company’s transfer secretaries in South Africa will be Computershare Investor Services Proprietary Limited, with its main
place of business at Ground Floor, 70 Marshall Street, Johannesburg, 2001. The Company’s registrars in the United Kingdom
are Capita Asset Services (trading as Capita Registrars Limited), with its main place of business at The Registry, 34
Beckenham Road, Beckenham, Kent BR3 4TU, United Kingdom.
The Company’s financial year end is currently 31 December but it is expected to be changed to 31 March following the
Operative Date.
As at 29 January 2016 (being the last practicable date prior to the publication of this Pre-listing Announcement), Al Noor had a
market capitalisation of approximately GBP1.3bn and Mediclinic had a market capitalisation of approximately ZAR116bn.
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Shareholders and investors may refer to Al Noor’s website, www.alnoorhospital.com, and Mediclinic’s website,
www.mediclinic.com, for all relevant shareholder documents and announcements, as well as the articles of association and
other constitutional documents pertaining to Al Noor, Mediclinic and the Combination. Following the Operative Date,
shareholders and investors may refer to the Company’s website, www.mediclinic.com, for all relevant shareholder documents
and announcements, as well as the articles of association and other constitutional documents pertaining to the Company and
the Combination.
6. Share capital
As at 29 January 2016 (being the latest practicable date prior to the date of this Pre-listing Announcement), Al Noor has a total
issued ordinary share capital of 116 866 203 ordinary shares. Al Noor does not have any ordinary shares being held in treasury.
Additionally, Al Noor has an issued preference share capital of 50 000 redeemable non-voting preference shares with a nominal
value of GBP1 each and 10 subscriber shares in issue with a nominal value of 10 pence each, all of which are fully paid.
Immediately following completion of the Combination, the expected enlarged issued ordinary share capital of the Company on
the Operative Date is set out in the table below.
Number of shares 1
Issued ordinary shares
Ordinary shares of 10 pence each up to 802,159,572
Total issued ordinary share capital
1. Based on Al Noor’s and Mediclinic’s issued ordinary share capital as at 29 January 2016 (being the latest practicable date
prior to the date of this Pre-Listing Announcement), as well as up to 613 000 000 New Shares being issued pursuant to
the Combination, 72 115 384 New Shares being issued pursuant to the Remgro Subscription, and assuming no Al Noor
Shareholders elect to tender their Existing Shares under the Tender Offer, up to 177 985 New Shares being issued to
satisfy awards made in 2014 and 2015 under the Al Noor Deferred Annual Bonus Plan 2013 and the Al Noor Long Term
Incentive Plan 2013 and no other Al Noor Shares or Mediclinic Shares being issued under the Al Noor Employee Share
Plans or Mediclinic Forfeitable Share Plans, respectively, between 29 January 2016 and the Operative Date.
Additionally, immediately following completion of the Combination, the Company will have an issued preference share capital of
50 000 redeemable non-voting preference shares with a nominal value of GBP1 each and 10 subscriber shares in issue with a
nominal value of 10 pence each, all of which are fully paid.3
7. Major shareholders
Insofar as it is known to the Company, the following shareholders, other than the existing Al Noor directors or the members of
the New Board of the Company, is expected to beneficially hold, whether directly or indirectly, 5% or more of the enlarged
issued share capital of the Company immediately following the UK Admission.
Shareholder Number of shares % of issued share % of issued share
capital 4 capital 5
Remgro Healthcare Holdings Proprietary 256 382 504 31.96 35.21
Limited 1
3 It is expected that the redeemable non-voting preference shares will be redeemed and the subscriber shares will be cancelled by the
Company following completion of the combination.
4
Remgro Healthcare Holdings Proprietary 72 115 385 8.99 9.90
Limited 2
Government Employees Pension Fund 52 331 563 6.52 7.19
Sapor Business Corp 3 33 018 320 4.12 4.53
Mpilo Investment Holdings 2 (RF) 24 582 960 3.06 3.38
Proprietary Limited
Mpilo 1 Newco (RF) Proprietary Limited 14 610 930 1.82 2.01
Total 453 041 662 56.48 62.22
1. Excludes the 72 115 384 New Shares, at a cash subscription price of GBP8.32 per share to be subscribed for by
Remgro Healthcare Holdings Proprietary Limited by way of the subscription by Remgro Healthcare Holdings Proprietary
Limited (or one or more of its wholly-owned subsidiaries at its election) on the Operative Date ("Remgro
Subscription").
2. New Shares pursuant to the Remgro Subscription only. See also note 1 above.
3. Assuming no take up of the Tender Offer by Sapor Business Corp (as existing shareholder of Al Noor). Sapor Business
Corp has indicated that, subject to, amongst other things, prevailing market conditions, it intends to tender
approximately 75% of its shares for cash pursuant to the Al Noor Tender Offer.
4. Based on up to 802 159 572 Mediclinic plc ordinary shares in issue immediately following the UK Admission and
assuming no take up of the Tender Offer as set out in the Scheme Circular.
5. Based on up to 728 090 464 Mediclinic plc ordinary shares in issue following the Operative Date (which assumes that
the maximum of 74 069 109 shares are taken up in the Al Noor Tender Offer and cancelled pursuant to the associated
reduction of capital).
8. Pro forma financial information
Set out below are the basic, diluted, adjusted and headline earnings per ordinary share of Mediclinic plc on a pro forma basis
for the six months ended 30 September 2015 and the 12 months ended 31 March 2015.
The pro forma financial effects have been prepared on the assumption of a full take-up of the Tender Offer by Al Noor
shareholders, resulting in the cancellation of 74 069 109 Al Noor shares (compared to the information in paragraph 6 above
which assumes no Al Noor shareholders elect to tender their shares under the Tender Offer). These pro forma financial effects
are presented for illustrative purposes only and, due to their nature, may not fairly present Mediclinic plc’s financial position or
the results of its operations after the proposed Combination is implemented.
A simple consolidation of the historical financial information does not appropriately reflect the future prospects of the combined
businesses of the Al Noor Group and the Mediclinic Group due to, inter alia, the following factors: movements in the exchange
rates, changes in the regulatory environment, ability to successfully integrate the businesses and attraction and retention of
quality healthcare professionals. Consequently, historical performance is not an appropriate reflection of future prospects. In
addition, the calculations below do not take into account the Al Noor Group’s earnings growth since FY2014 or potential
synergies arising from the Combination.
The unaudited pro forma financial effects have been prepared in terms of the Guide on Pro forma Financial Information issued
by the South African Institute of Chartered Accountants. The statement is the responsibility of the Board and is provided for
illustrative purposes only. The material assumptions are set out in the notes following the table.
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Pro forma financial information (1), (2), (3) Year ended 31 March 2015 Six months ended 30 September 2015
1 Al Noor share (pence)
Basic EPS (pence) (4) 30.4 6.4
Diluted EPS (pence) 29.9 6.3
Basic HEPS (pence) (4) 28.5 6.4
Diluted HEPS (pence) 28.1 6.3
Basic normalised HEPS (pence) (5) 34.0 16.8
Weighted average number of shares for
basic earnings per share (millions) 642 028 660 263
NAV per share (pence) (6) 445.9
TNAV per share (pence) 180.3
Notes and assumptions:
1. The pro forma basic EPS, basic HEPS and basic normalised HEPS for the twelve months ended 31 March 2015 and the
six months ended 30 September 2015 are presented as if the Transactions had taken place at the beginning of the
relevant periods. In particular, as pro forma information is prepared to illustrate retrospectively the effects of transactions
that will occur subsequently using generally accepted regulations and reasonable assumptions, there are limitations that
are inherent to the nature of pro forma information. As such, had the Transactions taken place on the dates assumed
above, the actual effects would not necessarily have been the same as those presented in the pro forma financial
information. Furthermore, in consideration of the different purpose of the pro forma information as compared to the
historical financial statements and the different methods of calculation of the effects of the Transactions on the pro forma
statement of financial position and the pro forma income statements, these statements should be read and interpreted
without comparisons between them.
2. The pro forma NAV and TNAV at 30 September 2015 gives effect to the Transactions as if it had occurred on 30
September 2015.
3. For accounting purposes under IFRS, the business combination will be treated as the acquisition of Al Noor by Mediclinic
even though, legally, Al Noor is the acquirer and will be the entity which will issue New Shares to the shareholders of
Mediclinic. Therefore, the consolidated financial information of the Enlarged Group at the date of the Transactions will
reflect the acquisition of Al Noor by applying the IFRS 3 ‘acquisition method’ of accounting on the Al Noor identifiable
assets acquired and liabilities assumed. As the valuation of the Al Noor identifiable assets and assumed liabilities will
only be performed after the Operative Date, the pro forma financial information does not reflect the fair value
adjustments that are expected to be made after the Operative Date and which will impact the net assets and earnings of
the Enlarged Group going forward.
4. The results for the six months ended 30 September 2015 has been directly extracted from the unaudited interim
condensed consolidated financial statements of Mediclinic and translated from ZAR to GBP using the average exchange
rate for the six months ended 30 September 2015, equal to ZAR/GBP 19.3 and based on the unaudited interim
condensed consolidated financial statements of the Al Noor Group for the six months ended 30 June 2015. The interim
consolidated income statement of the Al Noor Group for the year ended 31 December 2014 has been translated from
USD to GBP using the average exchange rate for the six months ended 30 June 2015, equal to USD/GBP 1.52.
5. The pro forma results for the year ended 31 March 2015 has been determined by using the audited interim consolidated
financial statements of Mediclinic and translated from ZAR to GBP using the average exchange rate for the year ended
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31 March 2015, equal to ZAR/GBP 17.82 and based on the audited consolidated financial statements of the Al Noor
Group for the year ended 31 December 2014. The consolidated income statement of the Al Noor Group for the year
ended 31 December 2014 has been translated from USD to GBP using the average exchange rate for the year ended 31
December 2014, equal to USD/GBP 1.65.
6. NAV and TNAV was determined by using Mediclinic Group’s unaudited interim consolidated financial statements of
Mediclinic Group for the six months ended 30 September 2015 and translated from ZAR to GBP using the exchange rate
at 30 September 2015, equal to ZAR/GBP 21.3 and Al Noor unaudited interim condensed consolidated financial
statements for the six months ended 30 June 2015. The interim consolidated statement of financial position of the Al
Noor Group for the six months ended 30 June 2015 has been translated from USD to GBP using the exchange rate at
30 June 2015, equal to USD/GBP 1.578.
The pro forma statement of financial position and income statement and related notes, from which the above information has
been derived, are disclosed in the Scheme Circular.
9. Significant changes
Other than the Combination, there has been no significant change in the financial or trading position of the Al Noor Group since
30 June 2015, the date on which the latest unaudited interim condensed consolidated financial information in relation to the Al
Noor Group was prepared.
10. Working capital statement
The Board is of the opinion that, following the Combination, taking into account the Remgro Subscription and the bank and
other facilities available to the Company and its subsidiaries, the working capital of the Company and its subsidiaries will be
sufficient for its present requirements, that is, for at least 12 months from the Operative Date.
11. Directors’ statement
The Company’s directors confirm, to the best of their knowledge and belief that the Company has adhered to all legal and
regulatory requirements of the LSE.
12. Expected Timetable
Al Noor Shareholders and Mediclinic Shareholders are referred to the expected timetable of principal events below, which
timetable is also contained in the updated timetable announced by Mediclinic on 19 January 2016.
2016
Publication of Pre-listing Announcement on the Stock Exchange News Service of the JSE on Monday, 1 February
Last day to trade Mediclinic shares on the JSE and the NSX in order to participate in the Scheme Friday, 5 February
Suspension of listing from the Main Board of the JSE and NSX of Mediclinic shares at
commencement of trading on Monday, 8 February
Listing and trading of the Shares on the JSE on a “when issued” basis at commencement of
trading on Monday, 8 February
Dematerialised Scheme Participants must advise their CSDPs or brokers of their elections in
respect of the Repurchase Option and the Exchange Option in accordance with the timeframes
stipulated in the custody agreements between each Dematerialised Scheme Participant and his
CSDP or broker as the Transfer Secretaries must receive the elections from the CSDPs and
brokers by 12h00. Certificated Scheme Participants’ elections in respect of the Repurchase
Option and the Exchange Option to be received by the Transfer Secretaries by no later than
12h00 on Friday, 12 February
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Scheme Record Date, being the time and date on which Scheme Participants must be recorded
in the Register in order to participate in the Scheme and to receive the New Shares, 17h00 Friday, 12 February
Operative Date of the Scheme Monday, 15 February
Remgro subscribes for New Shares under the Remgro Subscription on Monday, 15 February
Dematerialised Scheme Participants expected to have their accounts (held at their CSDP or
Broker) credited with the New Shares on Monday, 15 February
Termination of listing of Mediclinic shares from the Main Board of the JSE and the NSX at the
commencement of trading and simultaneous listing and trading of the Shares on the JSE and on
the NSX Monday, 15 February
Name Change for trading on the JSE expected to be effective on the JSE systems at the
commencement of trading on Wednesday, 17 February
Certificates in respect of New Shares posted to Certificated Scheme Participants who have
surrendered their Documents of Title and have elected on or prior to 12h00 on the Scheme
Record Date to receive their New Shares in Certificated Form on or about Friday, 19 February
Notes:
1 All times given are local times in South Africa. The above times and dates are subject to change. Any such change will be
notified via SENS.
2 The above time timetable does not include the expected principal events in the UK relating to the Combination, including the
UK Admission.
13. South African tax considerations
The following paragraphs contain a general summary of the South African tax implications of the acquisition and ownership of
ordinary shares of the Company, for information purposes. This summary is not comprehensive or determinative and should not
be regarded as tax advice given by the Company or any of its advisers. This summary is based on the South African laws as in
force and as applied in practice on the date of this Pre-listing Announcement and is subject to changes to those laws and
practices subsequent to the date of this Pre-listing Announcement. In the case of persons who are non-residents of South
Africa for income tax purposes, it should be read in conjunction with the provisions of any applicable double taxation agreement
between South Africa and their country of tax residence.
South African dividends tax at 15% will be withheld on any foreign cash dividends declared and paid by the Company to South
African shareholders holding ordinary shares of the Company listed on the exchange operated by the JSE, subject to any
applicable exemptions that may apply.
South African resident shareholders that dispose of their ordinary shares of the Company listed on the exchange operated by
the JSE will be subject to either income tax (in the case of share dealers) or capital gains tax (in the case of capital investors).
Investors should consult their own advisers and take advice as to the tax consequences arising from or in relation to the
acquisition and ownership of ordinary shares of the Company in light of their particular circumstances, including, in particular,
the effect of any state, regional, local or other tax laws.
14. Exchange control
The South African Reserve Bank has approved the secondary inward listing of the Company on the Main Board of the
exchange operated by the JSE.
Currency and shares are not freely transferable from South Africa to any jurisdiction outside the geographical borders of South
Africa or jurisdictions outside of the Common Monetary Area (collectively, South Africa, the Republic of Namibia and the
Kingdoms of Lesotho and Swaziland). These transfers must comply with the South African Exchange Control Regulations. The
South African Exchange Control Regulations will also regulate the acquisition by former residents and non-residents of the
Common Monetary Area of ordinary shares of the Company.
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Investors who are resident outside the Common Monetary Area should seek advice as to whether any governmental and/or
other legal consent is required and/or whether any other formality must be observed to enable an investor to acquire and/or
hold ordinary shares of the Company. If investors are in any doubt regarding the application of the South African Exchange
Control Regulations, they should consult their own professional advisers.
Stellenbosch
1 February 2016
Al Noor Hospitals Group plc Mediclinic Offices, Strand Road, Stellenbosch 7600, South
1st Floor Africa
40 Dukes Place PO Box 456, Stellenbosch 7599, South Africa
London Tel: +27 (0)21 809 6500
EC3A 7NH Fax: +27 (0)21 886 4037
United Kingdom Ethics Line: 0800 005 316
Website: www.mediclinic.com
Joint Financial Adviser and JSE Sponsor to Mediclinic
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Joint Financial Adviser to Mediclinic
Morgan Stanley & Co. International plc
South African legal adviser to Mediclinic
Cliffe Dekker Hofmeyr Inc
English Legal Adviser to Mediclinic
Slaughter and May
NSX Sponsor to Mediclinic
Simonis Storm Securities (Pty) Limited
Lead Financial Advisor and Co-Sponsor to Al Noor
N M Rothschild & Sons Limited
Co-Financial Advisor and Joint Broker to Al Noor
Goldman Sachs International
Co-Sponsor and Joint Broker to Al Noor
Jefferies International Limited
South African Legal Advisors to Al Noor
Webber Wentzel
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English and US Legal Advisors to Al Noor
Linklaters LLP
Morgan Stanley & Co. International plc ("Morgan Stanley") which is authorised by the Prudential Regulation Authority and
regulated by the Financial Conduct Authority in the UK is acting as joint financial adviser to Mediclinic International Limited
(“Mediclinic”) and no one else in connection with the potential transaction. In connection with such matters, Morgan Stanley, its
affiliates 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 relation to
the potential transaction, 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 joint financial adviser and JSE Sponsor to
Remgro Limited (“Remgro”) and Mediclinic International Limited (“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 Remgro and 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.
N M Rothschild & Sons Limited ("Rothschild"), which is authorised by the Prudential Regulation Authority and regulated by the
Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for the Al Noor
Hospitals Group plc (“Al Noor”) and no-one else in connection with the matters set out in this announcement and will not be
responsible to anyone other than Al Noor for providing the protections afforded to clients of Rothschild or for providing advice in
relation to the matters set out in this announcement.
Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting for Al Noor and no-one else in
connection with the matters set out in this announcement and will not be responsible to anyone other than Al Noor for providing
the protections afforded to clients of Goldman Sachs International nor for providing advice in relation to the matters in this
announcement. Neither Goldman Sachs International nor any of its subsidiaries, branches or affiliates owes or accepts any
duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to
any person who is not a client of Goldman Sachs International in connection with this announcement, any statement contained
herein or otherwise.
Jefferies International Limited (“Jefferies”), which is authorised and regulated by the Financial Conduct Authority in the United
Kingdom, is acting exclusively for Al Noor and no-one else in connection with the matters set out in this announcement and will
not be responsible to anyone other than Al Noor for providing the protections afforded to clients of Jefferies or for providing
advice in relation to the matters set out in this announcement. The information contained in this announcement is not for
release, publication or distribution to persons in any jurisdiction where to do so would breach any applicable law.
Important legal notice
This Pre-listing Announcement does not constitute or form a part of any offer or solicitation or advertisement to purchase and/or
subscribe for shares in any jurisdiction, including an offer to the public for the sale of, or subscription for, or the solicitation or
the advertisement of an offer to buy and/or subscribe for, shares.
This Pre-listing Announcement does not constitute or form a part of any offer or solicitation or advertisement to purchase and/or
subscribe for shares in South Africa, including an offer to the public for the sale of, or subscription for, or the solicitation or the
advertisement of an offer to buy and/or subscribe for, shares as defined in the South African Companies Act, No. 71 of 2008 (as
amended) or otherwise (the “Companies Act”) and will not be distributed to any person in South Africa in any manner that could
be construed as an offer to the public in terms of the Companies Act. This Pre-listing Announcement does not constitute a
prospectus registered and/or issued in terms of the Companies Act. Accordingly, this Pre-listing Announcement does not
comply with the substance and form requirements for prospectuses set out in the Companies Act and the South African
Companies Regulations of 2011 and has not been approved by, and/or registered with, the South African Companies and
Intellectual Property Commission, or any other South African authority.
This Pre-listing Announcement constitutes factual, objective information and nothing contained herein should be construed as
constituting any form of investment advice or recommendation, guidance or proposal of a financial nature. The drafters of this
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Pre-listing Announcement are not financial services providers licensed as such under the South African Financial Advisory and
Intermediary Services Act, 37 of 2002 (as amended) in South Africa and nothing in this Pre-listing Announcement should be
construed as constituting the canvassing for, or marketing or advertising of financial services in South Africa.
Investors should ascertain whether acquiring or holding the ordinary shares of the Company, or any of the transactions
envisaged in this Pre-listing Announcement, is affected by the laws of the relevant jurisdiction in which they reside and consider
whether the ordinary shares of the Company are a suitable investment in light of their own personal circumstances and are,
therefore, strongly recommended to seek their own independent financial, tax and legal advice in light of their own particular
circumstances and investment objectives.
In this Pre-Listing Announcement, information relating to Mediclinic, the Mediclinic Group and/or the Enlarged Group (in so far
as it relates to the Mediclinic Group) are given by the board of directors of Al Noor solely based on information provided by the
Mediclinic Group and on the representation from the directors of the board of Mediclinic that to the best of their knowledge and
belief, the information in this Pre-listing Announcement in so far as it relates to the Mediclinic Group is true and accurate and
nothing has been omitted which is likely to affect the importance of the information.
If you are in any doubt about the contents of this Pre-listing Announcement or the action you should take, you are
recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, attorney,
accountant or independent financial adviser or from another appropriately authorised independent financial adviser.
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom and South Africa
may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United
Kingdom or South Africa should inform themselves about, and observe, any applicable requirements. In particular, the ability of
persons who are not resident in the United Kingdom or South Africa to vote their Mediclinic shares with respect to the Mediclinic
Scheme at the general meeting of Mediclinic, or to execute and deliver forms of proxy appointing another to vote at that
meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. This announcement
has been prepared for the purpose of complying with law and regulation in the United Kingdom and South Africa and the
information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared
in accordance with the laws of jurisdictions other than the United Kingdom and South Africa. Unless otherwise determined by Al
Noor and Mediclinic, or required and permitted by applicable law and regulation, the Combination will not be made available,
directly or indirectly, in, into or from any jurisdiction where local laws or regulations may result in a significant risk of civil,
regulatory or criminal exposure if information concerning the Combination is sent or made available to Mediclinic shareholders
in that jurisdiction (a "Restricted Jurisdiction") and no person may vote in favour of the Combination by any such use, means,
instrumentality or form within a Restricted Jurisdiction. Accordingly, copies of this announcement and any formal documentation
relating to the Combination are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or
sent in, into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction.
The availability of New Shares under the Combination to Mediclinic shareholders who are not resident in the United Kingdom or
South Africa may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in
the United Kingdom or South Africa, or who hold Mediclinic shares as nominee, custodian or otherwise on behalf of persons not
resident in the United Kingdom or South Africa, should inform themselves of, and observe, any applicable legal or regulatory
requirements. Further details in relation to Mediclinic shareholders in overseas jurisdictions are set out in the Scheme Circular.
Additional US information
These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United
States. The New Shares that may be received in the Combination have not been, and will not be, registered under the United
States Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or
other jurisdiction in the United States, and may only be offered or sold in reliance on the exemption from the registration
requirements of the Securities Act provided by Rule 802.
The business combination referred to in this announcement is to be made for the securities of Mediclinic, a South African
company, by means of the Combination. Information distributed in connection with the Combination is subject to disclosure
requirements of the United Kingdom and South Africa that are different from those of the United States. Financial information
disclosed in connection with the Combination that has been prepared in accordance with IFRS may not be comparable to the
financial statements and financial information of United States companies.
11
It may be difficult for you to enforce your rights and any claim you may have arising under US federal securities laws, since Al
Noor is located in the United Kingdom, and some of its officers and directors are residents of countries outside the United
States. You may not be able to sue a UK company or its officers or directors in an English court for violations of US securities
laws. It may be difficult to compel a UK company and its affiliates to subject themselves to a US court's judgement.
You should be aware that Al Noor may purchase securities otherwise than under the Combination, such as in open market or
privately negotiated purchases.
The New Shares have not been and will not be listed on a US securities exchange or quoted on any interdealer quotation
system in the United States. Al Noor does not intend to take any action to facilitate a market in the New Shares in the United
States. Consequently, it is unlikely that an active trading market in the United States will develop for the New Shares.
The New Shares have not been approved or disapproved by the United States Securities and Exchange Commission, any state
securities commission in the United States or any other regulatory authority in the United States, nor have any of the foregoing
authorities passed comment upon, or endorsed the merit of, the Scheme or the accuracy or the adequacy of this announcement
or the Scheme Circular. Any representation to the contrary is a criminal offence in the United States.
Mediclinic shareholders who are affiliates of Al Noor after the Combination will be subject to timing, manner of sale and volume
restrictions on the sale of New Shares received pursuant to the Combination under Rule 144 under the Securities Act. For the
purposes of the Securities Act, an "affiliate" of a company is any person that directly or indirectly controls, or is controlled by, or
is under common control with, the company. Holders of Mediclinic shares that constitute "restricted securities" for purposes of
Rule 144 under the Securities Act will receive New Shares that also constitute restricted securities and will not be permitted to
offer or resell in the United States the New Shares they receive without registering that offer or sale under the Securities Act or
conducting that offer or resale in reliance on an exemption from registration. The Securities Act would not generally restrict sale
of New Shares on the London Stock Exchange, provided that the sale had not been pre-arranged with a buyer in the United
States. Shareholders who believe they may be affiliates for the purposes of the Securities Act should consult their own legal
advisers.
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Date: 01/02/2016 05:44:00 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
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
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,
information disseminated through SENS.
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