Wrap Text
Public opening position disclosure by a party to an offer
Mediclinic International plc
(Incorporated in England and Wales)
Company Number: 08338604
LSE Share Code: MDC
JSE Share Code: MEI
NSX Share Code: MEP
ISIN: GB00B8HX8Z88
LEI: 2138002S5BSBIZTD5I60
(‘Mediclinic’, or the ‘Company’, or the ‘Group’)
23 June 2022
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the “Code”)
1. KEY INFORMATION
(a) Full name of discloser: Mediclinic International plc
(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) Is the discloser the offeror or the offeree? OFFEREE
(e) Date position held: 22 June 2022
The latest practicable date prior to the disclosure
(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 PARTY TO THE OFFER 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
Class of relevant security:
Interests Short positions
Number % Number %
(1) Relevant securities owned 0 0 0 0
and/or controlled:
(2) Cash-settled derivatives: 0 0 0 0
(3) Stock-settled derivatives 0 0 0 0
(including options) and
agreements to purchase/sell:
0 0 0 0
TOTAL:
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
Class of relevant security in relation to NONE
which subscription right exists:
Details, including nature of the rights NONE
concerned and relevant percentages:
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE
OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe (including directors’
and other employee options) of any person acting in concert with the party to the offer
making the disclosure:
(a) Ordinary shares held by the directors of Mediclinic International plc, their close relatives
and related trusts
Name Number of ordinary Percentage of total issued
shares share capital (excluding
share options)(1)
Danie Meintjes 123,900 0.0168%
Carel Aron van der Merwe 66,406(2) 0.009%
Petrus Jurgens Myburgh 97,300(3) 0.0132%
Thomas Singer 20,000 0.0027%
(1) Total number of ordinary shares of Mediclinic International plc is 737,243,810 as of 9 June 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 (“PCA”) with Carel Aron
van der Merwe own 4,776 ordinary shares.
(3) Petrus Jurgens Myburgh owns 94,500 ordinary shares and a PCA of Petrus Jurgens Myburgh owns
2,800 ordinary shares.
(b) Options and awards granted under Mediclinic International plc's share plans held by the
directors of Mediclinic International plc, their close relatives and related trusts
Short-Term Incentive Plan
Name Number of Date of grant Release date Exercise
ordinary price
shares (per
share)
Carel Aron 20,391 20/11/2020 21/11/2022 Nil
van der 122,614 04/06/2021 05/06/2023 Nil
Merwe
Petrus 13,383 20/11/2020 21/11/2022 Nil
Jurgens 80,655 04/06/2021 05/06/2023 Nil
Myburgh
Long-Term Incentive Plan – subject to performance conditions
Name Maximum Date of Vesting Lapse date Exercise
number of grant date price (per
ordinary share)
shares
awarded
Carel Aron 390,661 14/12/2020 13/12/2025 14/12/2023 Nil
van der
Merwe 356,181 04/06/2021 03/06/2026 04/06/2024 Nil
Petrus 216,411 14/12/2020 13/12/2025 14/12/2023 Nil
Jurgens 190,569 04/06/2021 03/06/2026 04/06/2024 Nil
Myburgh
Long-Term Incentive Plan – not subject to performance conditions(1)
Name Number of Date of grant Vesting date Exercise
ordinary price
shares (per
share)
Carel Aron 45,185 19/06/2019 18/06/2024 Nil
van der
Merwe
Petrus 24,981 19/06/2019 18/06/2024 Nil
Jurgens
Myburgh
(1) On 19 May 2022, the Remuneration Committee approved the vesting of the Long-Term Incentive
Plan Awards granted to Carel Aron van der Merwe and Petrus Jurgens Myburgh at 12.1% of
maximum based on the achievement against performance targets, equating to 48,185 and 24,981
shares, respectively. These awards 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.
(c) Interests held by persons deemed to be acting in concert with Mediclinic International plc
(i) Ordinary shares
Name Number of ordinary Percentage of total issued
shares share capital (excluding
share options)
Mr Ahmed Ali 11,074 0.0015%
(ii) Options and awards granted under Mediclinic International plc's share plans
Long-Term Incentive Plan – subject to performance conditions
Name Maximum Date of Vesting Lapse date Exercise
number of grant date price (per
ordinary share)
shares
awarded
Mr Ahmed 18,049 14/12/2020 13/12/2023 14/12/2023 Nil
Ali
13,840 04/06/2021 03/06/2024 04/06/2024 Nil
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).
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 making the disclosure or
any person acting in concert with it:
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 making the disclosure, or any person acting in concert with it, 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 June 2022
Contact name: Link Company Matters Limited
Corporate Company Secretary to
Mediclinic International plc
For the attention of:
Caroline Emmet – Senior Manager
Kathy Cong – Managing Director
Telephone number: Caroline Emmet
M +44 (0) 7808 011 503
E caroline.emmet@linkgroup.co.uk
Kathy Cong:
M +44 (0) 7395 877343
E kathy.cong@linkgroup.co.uk
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
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 31 March 2022, Mediclinic comprised 74 hospitals, five subacute hospitals, two mental
health facilities, 20 day case clinics and 20 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 20 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 UK, with
secondary listings on the JSE 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 UK and listed on the LSE.
For further information, please contact:
Company Secretary, Link Company Matters Limited
Caroline Emmet
+44 (0)333 300 1930
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, UK
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 Limited)
NSX sponsor (Namibia): Simonis Storm Securities (Pty) Ltd
Date: 23-06-2022 01:00:00
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