To view the PDF file, sign up for a MySharenet subscription.

MEDICLINIC INTERNATIONAL PLC - Transactions by persons discharging managerial responsibilities and persons closely associated with them

Release Date: 24/06/2019 13:00
Code(s): MEI     PDF:  
 
Wrap Text
Transactions by persons discharging managerial responsibilities and persons closely associated with them

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 June 2019

NOTIFICATION OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

This notification sets out the details of awards over ordinary shares in Mediclinic (“Shares”) granted to
Directors and other persons discharging managerial responsibilities (“PDMRs”) on 19 June 2019
under the Company’s Short-Term Incentive Scheme (the “STI”) and Long-Term Incentive Plan (the
“LTIP”), together with details regarding the vesting and settlement of awards granted in 2017 under
the Company’s STI.

Awards granted under the Company's Short-Term Incentive Scheme and Long-Term Incentive Plan

On 19 June 2019, awards over Shares were granted to the following Directors and other PDMRs under
the Company’s STI and LTIP, approved by shareholders in July 2017.

Name                                 Director/          Number of              Number of Shares
                                     PDMR               Shares                 awarded under
                                                        awarded                the LTIP
                                                        under the STI

Dr Carel Aron van der Merwe          Director           21 962                 373 437
Petrus Jurgens Myburgh               Director           14 417                 206 456
Daniel Petrus Meintjes               Director           7 679                  n/a
David John Hadley                    PDMR               n/a                    137 370
Gert Cornelis Hattingh               PDMR               n/a                    81 466
Dr Rene Toua                         PDMR               n/a                    63 964
Magnus Oetiker                       PDMR               n/a                    108 746
Koert Hendrik Stefanus Pretorius     PDMR               n/a                    88 928
Dr Dirk Cornelius le Roux            PDMR               n/a                    63 964
Mr Daniel Liedtke                    PDMR               n/a                    129 015

The awards made under the STI and LTIP were granted for nil consideration and are based on the
average of the middle-market quotations of a Share during a period of five dealing days ending with the
dealing day before the day of grant, which equates to £3.01 per Share.

Short-term incentive awards to be made in 2019

Performance delivered against the pre-defined targets for the STI (including both financial and non-
financial metrics) resulted in a pay-out of 16.5% of a maximum bonus, as explained in the Directors’
Remuneration Report on pages 160 and 169 of the 2019 Annual Report. Given that the long-term
incentive awards vesting in 2019 had lapsed in full (as the performance targets were not achieved), the
Remuneration Committee considered that a relatively small pay-out under the STI was appropriate as
it reflected the sustained efforts of senior management and progress made by the Group to adapt to
the challenges in the healthcare services industry.

Consistent with the Company’s Remuneration Policy, 50% of the award was paid in cash and 50% was
deferred in shares for a period of two years. Deferred shares will be settled in cash, subject to continued
employment. This deferral is subject to employment conditions only; no further performance conditions
apply.

Long-term incentive awards to be made in 2019

As set out in the Remuneration Report (on page 159 of the 2019 Annual Report), in line with the normal
three-year cycle of the Remuneration Policy, the Remuneration Committee intends to undertake a full-
scale review of the Group’s approach to remuneration during the course of the coming year to ensure
that it remains fit-for-purpose in aligning the executive team’s remuneration with the long-term success
of Mediclinic. Nonetheless, the Remuneration Committee intends to make minor changes to the way in
which the Remuneration Policy is implemented over the course of the coming year to ensure that LTIPs
are aligned with the Group’s strategic priorities, in particular through the introduction of a return on
invested capital (“ROIC”) underpin to LTIP awards which allows the Remuneration Committee to review
the formulaic level of vesting delivered under the Earnings per Share and relative Total Shareholder
Return performance conditions based on the ROIC performance of the Company over the period.
Details of the changes are set out within the letter from the Chairperson of the Remuneration Committee
on pages 160–161 of the 2019 Annual Report.

In line with previous years, on 19 June 2019 the Remuneration Committee granted long-term incentive
awards with a face value of 200% of salary and 150% of salary to the Chief Executive Office and Chief
Financial Officer, respectively. Awards were also granted to the other members of the Group Executive
Committee. The Remuneration Committee considered that maintaining the award levels was
appropriate to motivate and retain critical talent while aligning the interests of the executive
management team with those of investors over the coming year as they continue to adapt and position
the business for future growth and improved returns.

Awards granted under the LTIP are structured as conditional awards, with vesting being subject to the
satisfaction of performance conditions over a three-year period. Executive Directors of Mediclinic will
be required to hold vested awards for a further two years (i.e. until the fifth anniversary of grant).

2019 STI award to Danie Meintjes

As explained in the Section 430(2B) announcement made on 14 August 2018 and in the Remuneration
Report in the 2019 Annual Report on page 171, upon Mr Meintjes’ retirement as an executive Director
on 31 July 2018, the Remuneration Committee considered both investors’ expectations and South
African labour market requirements in determining the treatment of Mr Meintjes’ outstanding incentive
awards. In accordance with his Service Agreement and the shareholder-approved Directors’
Remuneration Policy, it was agreed that Mr Meintjes remained eligible to receive a pro-rated STI award
in June 2019 in respect of the period during which he served as an executive Director (1 April 2018 to
31 July 2018).

Awards settled under the Company's Short-Term Incentive Scheme

Awards granted to Directors on 1 June 2017 in respect of the deferred element of the Company’s STI
vested on 1 June 2019. These awards were denominated in Shares and were settled in cash on 20
June 2019 based on the middle-market quotation of a Share on 31 May 2019, being £3.02 per Share.
The amount settled included the value of dividends attributable to the vested Shares during the period
between the date of grant and the date of vesting, being a total of 15.8 pence per share.

The table below sets out the number of shares vested for the Directors who were granted awards under
the STI on 1 June 2017 together with the corresponding cash settlement.

Name                                     Number of Shares vested               Cash Settlement
                                                                               (including dividend
                                                                               equivalents)
Petrus Jurgens Myburgh 1                 10 815                                £34 370
Daniel Petrus Meintjes 2                 27 187                                £86 400

Notes:
1 As Chief Financial Officer, Mr Myburgh is required to build and maintain a minimum holding of Shares equivalent
to a value of 200% of his annual base compensation. As that threshold had not been met on 1 June 2019, under
the Company’s Remuneration Policy, Mr Myburgh was required to apply 50% of the net of tax value of the vested
Shares to the purchase of ordinary shares in Mediclinic. As announced on 18 June 2019, Mr Myburgh purchased
3 000 shares on 14 June 2019 to fulfil this obligation.
2 Mr Meintjes was Chief Executive Officer of the Company at the time the award was granted and is now a non-
executive Director.

The notifications below are made in accordance with Articles 19.1 and 19.3 of the Market Abuse
Regulation.

1.   Details of PDMR / person closely associated with them (“PCA”)
a)   Name                   Dr Carel Aron van der Merwe

2.   Reason for the notification
a)   Position / status      Chief Executive Officer - Mediclinic International plc
b)   Initial notification / Initial Notification
     amendment

3.   Details of the issuer, emission allowance market participant, auction platform,
     auctioneer or auction monitor
a)   Name                   Mediclinic International plc
b)   LEI                    2138002S5BSBIZTD5I60

4.   Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii)
     each type of transaction; (iii) each date; and (iv) each place where transactions have
     been conducted
a)   Description of the     Ordinary Shares
     financial instrument
     Identification Code    GB00B8HX8Z88
b)   Nature of the          Award over ordinary shares in Mediclinic International plc granted at
     transaction            nil cost under the Company’s Long Term Incentive Plan
c)   Price(s) and
     volume(s)              Price(s)                         Volume(s)
                            £nil                             373 437
d)   Aggregated
     information
     Aggregated volume      373 437
     Price                  £nil
e)   Date of the            19 June 2019
     transaction
f)   Place of the           Outside a trading venue
     transaction

4.   Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii)
     each type of transaction; (iii) each date; and (iv) each place where transactions have
     been conducted
a)   Description of the     Ordinary Shares
     financial instrument
     Identification Code    GB00B8HX8Z88
b)   Nature of the          Award over ordinary shares in Mediclinic International plc granted at
     transaction            nil cost under the Company’s Short Term Incentive Scheme
c)   Price(s) and
     volume(s)              Price(s)                         Volume(s)
                            £nil                             21 962
d)   Aggregated
     information
     Aggregated volume      21 962
     Price                  £nil
e)   Date of the            19 June 2019
     transaction
f)   Place of the           Outside a trading venue
     transaction

1.   Details of PDMR / person closely associated with them (“PCA”)
a)   Name                   Petrus Jurgens Myburgh

2.   Reason for the notification
a)   Position / status      Chief Financial Officer - Mediclinic International plc
b)   Initial notification / Initial Notification
     amendment

3.   Details of the issuer, emission allowance market participant, auction platform,
     auctioneer or auction monitor
a)   Name                   Mediclinic International plc
b)   LEI                    2138002S5BSBIZTD5I60

4.(1)Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii)
     each type of transaction; (iii) each date; and (iv) each place where transactions have
     been conducted
a)   Description of the     Ordinary Shares
     financial instrument
     Identification Code    GB00B8HX8Z88
b)   Nature of the          Award over ordinary shares in Mediclinic International plc granted at
     transaction            nil cost under the Company’s Long Term Incentive Plan
c)   Price(s) and
     volume(s)              Price(s)                         Volume(s)
                            £nil                             206 456
d)   Aggregated
     information
     Aggregated volume      206 456
     Price                  £nil
e)   Date of the            19 June 2019
     transaction
f)   Place of the           Outside a trading venue
     transaction

4.(2)Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii)
     each type of transaction; (iii) each date; and (iv) each place where transactions have
     been conducted
a)   Description of the     Ordinary Shares
     financial instrument
     Identification Code    GB00B8HX8Z88
b)   Nature of the          Award over ordinary shares in Mediclinic International plc granted at
     transaction            nil cost under the Company’s Short Term Incentive Scheme
c)   Price(s) and
     volume(s)              Price(s)                         Volume(s)
                            £nil                             14 417
d)   Aggregated
     information
     Aggregated volume      14 417
     Price                  £nil
e)   Date of the            19 June 2019
     transaction
f)   Place of the           Outside a trading venue
     transaction

4.(3)Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii)
     each type of transaction; (iii) each date; and (iv) each place where transactions have
     been conducted
a)   Description of the     Ordinary Shares
     financial instrument
     Identification Code    GB00B8HX8Z88
b)   Nature of the          Vesting and cash settlement of award over ordinary shares in
     transaction            Mediclinic International plc granted in 2017 under the Company’s
                            Short Term Incentive Scheme
c)   Price(s) and
     volume(s)              Price(s)                        Volume(s)
                            £nil                            10 815
d)   Aggregated
     information
     Aggregated volume      10 815
     Price                  £nil
e)   Date of the            20 June 2019
     transaction
f)   Place of the           Outside a trading venue
     transaction

1.   Details of PDMR / person closely associated with them (“PCA”)
a)   Name                   Daniel Petrus Meintjes

2.   Reason for the notification
a)   Position / status      Executive Director - Mediclinic International plc
b)   Initial notification / Initial Notification
     amendment

3.   Details of the issuer, emission allowance market participant, auction platform,
     auctioneer or auction monitor
a)   Name                   Mediclinic International plc
b)   LEI                    2138002S5BSBIZTD5I60

4.(1)Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii)
     each type of transaction; (iii) each date; and (iv) each place where transactions have
     been conducted
a)   Description of the     Ordinary Shares
     financial instrument
     Identification Code    GB00B8HX8Z88
b)   Nature of the          Award over ordinary shares in Mediclinic International plc granted at
     transaction            nil cost under the Company’s Short Term Incentive Scheme
c)   Price(s) and
     volume(s)              Price(s)                         Volume(s)
                            £nil                             7 679
d)   Aggregated
     information
     Aggregated volume      7 679
     Price                  £nil
e)   Date of the            19 June 2019
     transaction
f)   Place of the           Outside a trading venue
     transaction

4.(2)Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii)
     each type of transaction; (iii) each date; and (iv) each place where transactions have
     been conducted
a)   Description of the     Ordinary Shares
     financial instrument
     Identification Code    GB00B8HX8Z88
b)   Nature of the          Vesting and cash settlement of award over ordinary shares in
     transaction            Mediclinic International plc granted in 2017 under the Company’s
                            Short Term Incentive Scheme
c)   Price(s) and
     volume(s)              Price(s)                         Volume(s)
                            £nil                             27 187
d)   Aggregated
     information
     Aggregated volume      27 187
     Price                  £nil
e)   Date of the            20 June 2019
     transaction
f)   Place of the           Outside a trading venue
     transaction

1.   Details of PDMR / person closely associated with them (“PCA”)
a)   Name                   David John Hadley

2.   Reason for the notification
a)   Position / status      Chief Executive Officer – Mediclinic Middle East
b)   Initial notification / Initial Notification
     amendment

3.   Details of the issuer, emission allowance market participant, auction platform,
     auctioneer or auction monitor
a)   Name                   Mediclinic International plc
b)   LEI                    2138002S5BSBIZTD5I60

4.   Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii)
     each type of transaction; (iii) each date; and (iv) each place where transactions have
     been conducted
a)   Description of the     Ordinary Shares
     financial instrument
     Identification Code    GB00B8HX8Z88
b)   Nature of the          Award over ordinary shares in Mediclinic International plc granted at
     transaction            nil cost under the Company’s Long Term Incentive Plan
c)   Price(s) and
     volume(s)              Price(s)                        Volume(s)
                            £nil                            137 370
d)   Aggregated
     information
     Aggregated volume      137 370
     Price                  £nil
e)   Date of the            19 June 2019
     transaction
f)   Place of the           Outside a trading venue
     transaction

1.   Details of PDMR / person closely associated with them (“PCA”)
a)   Name                   Gert Cornelis Hattingh

2.   Reason for the notification
a)   Position / status      Chief Corporate Services Officer - Mediclinic International plc
b)   Initial notification / Initial Notification
     amendment

3.   Details of the issuer, emission allowance market participant, auction platform,
     auctioneer or auction monitor
a)   Name                   Mediclinic International plc
b)   LEI                    2138002S5BSBIZTD5I60

4.   Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii)
     each type of transaction; (iii) each date; and (iv) each place where transactions have
     been conducted
a)   Description of the     Ordinary Shares
     financial instrument
     Identification Code    GB00B8HX8Z88
b)   Nature of the          Award over ordinary shares in Mediclinic International plc granted at
     transaction            nil cost under the Company’s Long Term Incentive Plan
c)   Price(s) and
     volume(s)              Price(s)                        Volume(s)
                            £nil                            81 466
d)   Aggregated
     information
     Aggregated volume      81 466
     Price                  £nil
e)   Date of the            19 June 2019
     transaction
f)   Place of the           Outside a trading venue
     transaction

1.   Details of PDMR / person closely associated with them (“PCA”)
a)   Name                   Dr Rene Toua

2.   Reason for the notification
a)   Position / status      Group Chief Clinical Officer - Mediclinic International plc
b)   Initial notification / Initial Notification
     amendment

3.   Details of the issuer, emission allowance market participant, auction platform,
     auctioneer or auction monitor
a)   Name                   Mediclinic International plc
b)   LEI                    2138002S5BSBIZTD5I60

4.   Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii)
     each type of transaction; (iii) each date; and (iv) each place where transactions have
     been conducted
a)   Description of the     Ordinary Shares
     financial instrument
     Identification Code    GB00B8HX8Z88
b)   Nature of the          Award over ordinary shares in Mediclinic International plc granted at
     transaction            nil cost under the Company’s Long Term Incentive Plan
c)   Price(s) and
     volume(s)              Price(s)                         Volume(s)
                            £nil                             63 964
d)   Aggregated
     information
     Aggregated volume      63 964
     Price                  £nil
e)   Date of the            19 June 2019
     transaction
f)   Place of the           Outside a trading venue
     transaction

1.   Details of PDMR / person closely associated with them (“PCA”)
a)   Name                   Magnus Oetiker

2.   Reason for the notification
a)   Position / status      Chief HR and Corporate Development Officer - Mediclinic
                            International plc
b)   Initial notification / Initial Notification
     amendment

3.   Details of the issuer, emission allowance market participant, auction platform,
     auctioneer or auction monitor
a)   Name                   Mediclinic International plc
b)   LEI                    2138002S5BSBIZTD5I60

4.   Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii)
     each type of transaction; (iii) each date; and (iv) each place where transactions have
     been conducted
a)   Description of the     Ordinary Shares
     financial instrument
     Identification Code    GB00B8HX8Z88
b)   Nature of the          Award over ordinary shares in Mediclinic International plc granted at
     transaction            nil cost under the Company’s Long Term Incentive Plan
c)   Price(s) and
     volume(s)              Price(s)                        Volume(s)
                            £nil                            108 746
d)   Aggregated
     information
     Aggregated volume      108 746
     Price                  £nil
e)   Date of the            19 June 2019
     transaction
f)   Place of the           Outside a trading venue
     transaction

1.   Details of PDMR / person closely associated with them (“PCA”)
a)   Name                   Koert Hendrik Stefanus Pretorius

2.   Reason for the notification
a)   Position / status      Chief Executive Officer - Mediclinic Southern Africa
b)   Initial notification / Initial Notification
     amendment

3.   Details of the issuer, emission allowance market participant, auction platform,
     auctioneer or auction monitor
a)   Name                   Mediclinic International plc
b)   LEI                    2138002S5BSBIZTD5I60

4.   Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii)
     each type of transaction; (iii) each date; and (iv) each place where transactions have
     been conducted
a)   Description of the     Ordinary Shares
     financial instrument
     Identification Code    GB00B8HX8Z88
b)   Nature of the          Award over ordinary shares in Mediclinic International plc granted at
     transaction            nil cost under the Company’s Long Term Incentive Plan
c)   Price(s) and
     volume(s)              Price(s)                        Volume(s)
                            £nil                            88 928
d)   Aggregated
     information
     Aggregated volume      88 928
     Price                  £nil
e)   Date of the            19 June 2019
     transaction
f)   Place of the           Outside a trading venue
     transaction

1.   Details of PDMR / person closely associated with them (“PCA”)
a)   Name                   Dr Dirk Cornelius le Roux

2.   Reason for the notification
a)   Position / status      Chief Information Officer - Mediclinic International plc
b)   Initial notification / Initial Notification
     amendment

3.   Details of the issuer, emission allowance market participant, auction platform,
     auctioneer or auction monitor
a)   Name                   Mediclinic International plc
b)   LEI                    2138002S5BSBIZTD5I60

4.   Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii)
     each type of transaction; (iii) each date; and (iv) each place where transactions have
     been conducted
a)   Description of the     Ordinary Shares
     financial instrument
     Identification Code    GB00B8HX8Z88
b)   Nature of the          Award over ordinary shares in Mediclinic International plc granted at
     transaction            nil cost under the Company’s Long Term Incentive Plan
c)   Price(s) and
     volume(s)              Price(s)                         Volume(s)
                            £nil                             63 964
d)   Aggregated
     information
     Aggregated volume      63 964
     Price                  £nil
e)   Date of the            19 June 2019
     transaction
f)   Place of the           Outside a trading venue
     transaction

1.   Details of PDMR / person closely associated with them (“PCA”)
a)   Name                   Mr Daniel Liedtke

2.   Reason for the notification
a)   Position / status      Chief Executive Officer: Hirslanden Private Hospital Group
                            (Hirslanden AG)
b)   Initial notification / Initial Notification
     amendment

3.   Details of the issuer, emission allowance market participant, auction platform,
     auctioneer or auction monitor
a)   Name                   Mediclinic International plc
b)   LEI                    2138002S5BSBIZTD5I60

4.   Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii)
     each type of transaction; (iii) each date; and (iv) each place where transactions have
     been conducted
a)   Description of the     Ordinary Shares
     financial instrument
     Identification Code    GB00B8HX8Z88
b)   Nature of the          Award over ordinary shares in Mediclinic International plc granted at
     transaction            nil cost under the Company’s Long Term Incentive Plan
c)   Price(s) and
     volume(s)              Price(s)                        Volume(s)
                            £nil                            129 015
d)   Aggregated
     information
     Aggregated volume      129 015
     Price                  £nil
e)   Date of the            19 June 2019
     transaction
f)   Place of the           Outside a trading venue
     transaction

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.

The Group’s core purpose is to enhance the quality of life.

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.

Mediclinic comprises 77 hospitals, five sub-acute hospitals, 12 day case clinics and 21 outpatient clinics.
Hirslanden operates 18 hospitals, two day case clinics and three outpatient clinics in Switzerland with
more than 1 900 inpatient beds; Mediclinic Southern Africa operates 52 hospitals, five sub-acute
hospitals and 12 day case clinics with more than 8 500 inpatient beds; and Mediclinic Middle East
operates seven hospitals, two day case clinics and 21 outpatient clinics with more than 900 inpatient
beds in the United Arab Emirates.

The Company’s primary listing is on the London Stock Exchange (“LSE”) in the United Kingdom, with
secondary listings on the Johannesburg Stock Exchange 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
Jayne Meacham / Caroline Emmet
+44 (0)20 7954 9569

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

Media queries
FTI Consulting
Brett Pollard/Debbie Scott – 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 Ltd sponsor: Rand Merchant Bank (A division of FirstRand Bank Ltd)
NSX sponsor: Simonis Storm Securities (Pty) Ltd

Date: 24/06/2019 01:00:00 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.

Email this JSE Sens Item to a Friend.

Share This Story