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Form 8 (DD) – Mediclinic International plc
Mediclinic International plc
(Incorporated in England and Wales)
Company Number: 08338604
LSE Share Code: MDC
JSE Share Code: MEI
NSX Share Code: MEP
ISIN: GB00B8HX8Z88
LEI: 2138002S5BSBIZTD5I60
South African income tax number: 9432434182
(‘Mediclinic’, the ‘Company’, or the ‘Group’)
5 August 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: Dr Carel Aron van der Merwe
(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 plc)
the offeror/offeree (specify name of offeror/offeree)
(e) Date dealing undertaken: 5 August 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 %
(1) Relevant securities owned 66,406(2) 0.009% 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:
66,406 0.009% Nil Nil
TOTAL:
(1) Total number of ordinary shares of Mediclinic International plc is 737,243,810 as of 2 August 2022.
The percentages have been rounded to the four nearest decimal places.
(2) Carel Aron van der Merwe owns 61,630 and Persons Closely Associated with Carel Aron van der
Merwe own 4,776 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 20,391 20/11/2020 21/11/2022 Nil
percentages: 122,614 04/06/2021 05/06/2023 Nil
74,718 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
390,661 14/12/2020 13/12/2025 14/12/2023 Nil
356,181 04/06/2021 03/06/2026 04/06/2024 Nil
237,716 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)
45,185 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 Carel Aron van der Merwe at 12.1% of
maximum based on the achievement against performance targets, equating to
48,185 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, conversion applicable)
Mediclinic Grant of new conditional Grant of Award over Nil
International plc share awards 74,718 ordinary
ordinary shares of shares in Mediclinic
10 pence each International plc
granted at nil cost
under the
Company’s Short-
Term Incentive
scheme
Mediclinic Grant of new conditional Grant of Award over Nil
International plc share awards 237,716 ordinary
ordinary shares of shares in Mediclinic
10 pence each International plc
granted at nil cost
under the
Company’s Long-
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: 5 August 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 June 2022, Mediclinic comprised 74 hospitals, five subacute hospitals, two mental
health facilities, 20 day case clinics and 23 outpatient clinics. The Swiss operations included
17 hospitals and four day case clinics with around 1 900 inpatient beds; Southern Africa
operations included 50 hospitals (three of which in Namibia), five subacute hospitals, two
mental health facilities and 14 day case clinics (four of which operated by Intercare) across
South Africa, and around 8 650 inpatient beds; and the 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 the 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% 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)333 300 1930
Investor Relations
James Arnold, Head of Investor Relations
ir@mediclinic.com
+44 (0)20 3786 8181
Media queries
FTI Consulting
Ben Atwell/Ciara Martin – United Kingdom
+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
Date: 05-08-2022 04:35:00
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