TIDMMDC
RNS Number : 6896A
Mediclinic International plc
25 May 2023
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')
25 May 2023
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 positions N/A
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.
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(c) Name of offeror/offeree in relation to whose relevant Mediclinic International plc
securities this form relates:
Use a separate form for each offeror/offeree
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(d) Status of person making the disclosure: Person acting in concert with the offeree (Mediclinic
e.g. offeror, offeree, person acting in concert with the International plc)
offeror/offeree (specify name of
offeror/offeree)
----------------------------------------------------------
(e) Date dealing undertaken: 24 May 2023
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(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"
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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 and/or controlled: 66 406(2) 0.009% Nil Nil
---------- ------- ----------- -----
(2) Cash-settled derivatives: Nil Nil Nil Nil
---------- ------- ----------- -----
(3) Stock-settled derivatives (including options) and agreements to Nil Nil Nil Nil
purchase/sell:
---------- ------- ----------- -----
TOTAL: 66 406 0.009% Nil Nil
---------- ------- ----------- -----
(1) Total number of ordinary shares of Mediclinic International
plc is 737 243 810 as of 24 May 2023. 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 relevant security in relation to which subscription right exists: N/A
Details, including nature of the rights concerned and relevant percentages: N/A
----
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 security Purchase/sale Number of securities Price per unit
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 relevant Purchases/ sales Total number of Highest price per unit Lowest price per unit
security securities paid/received paid/received
N/A N/A N/A N/A N/A
----------------- ------------------------ ----------------------- -----------------------
(b) Cash-settled derivative transactions
Class of relevant Product description Nature of dealing Number of reference Price per unit
security e.g. CFD e.g. opening/closing a securities
long/short position,
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 of Product Writing, Number of Exercise Type Expiry date Option money
relevant description purchasing, securities price per e.g. paid/
security e.g. call selling, to which unit American, received per
option varying etc. option European unit
relates etc.
N/A N/A N/A N/A N/A N/A N/A N/A
------------- ------------- ------------- -------------- ------------- ------------ -------------
(ii) Exercise
Class of relevant Product description Exercising/ Number of securities Exercise price per
security e.g. call option exercised against unit
N/A N/A N/A N/A N/A
-------------------- --------------------- -------------------------- ----------------------
(d) Other dealings (including subscribing for new securities)
Class of relevant security Nature of dealing Details Price per unit (if
e.g. subscription, applicable)
conversion
Mediclinic International Vesting of awards granted Vesting and cash settlement N/A
plc ordinary shares of 10 under the Company's Short of awards over 197 332
pence each Term Incentive Plan ordinary shares in the
Company under the
Company's Short Term
Incentive Plan following
the sanctioning of the
scheme of arrangement
in relation to the
recommended cash offer for
the Company. Those awards
will be settled in
cash for 501 pence per
share in accordance with
the rules of the Short Term
Incentive Plan.
---------------------------- ---------------------------- ----------------------------
Mediclinic International Vesting of awards granted Vesting and cash settlement N/A
plc ordinary shares of 10 under the Company's Long of awards over 389 529
pence each Term Incentive Plan ordinary shares in the
Company under the
Company's Long Term
Incentive Plan following
the sanctioning of the
scheme of arrangement
in relation to the
recommended cash offer for
the Company. Those awards
will be settled in
cash for 501 pence per
share in accordance with
the rules of the 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: 25 May 2023
Contact name: Company Secretary, Link Company Matters Limited
Caroline Emmet
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Telephone number: +44 (0)333 300 1930
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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 .
CONTACT INFORMATION
Investor queries
James Arnold, Head of Investor Relations, Mediclinic
International plc
+44 (0)20 3786 8181
ir@mediclinic.com
Media queries
FTI Consulting
Ben Atwell/Ciara Martin - UK
+44 (0)20 3727 1000
Sherryn Schooling - South Africa
+27 (0)21 487 9000
Registered address: 6(th) Floor, 65 Gresham Street, London, EC2V
7NQ , United Kingdom
Website: www.mediclinic.com
Joint corporate brokers: Morgan Stanley & Co International
plc and UBS Investment Bank
JSE sponsor (South Africa): Rand Merchant Bank (A division of
FirstRand Bank Ltd)
NSX sponsor (Namibia): Simonis Storm Securities (Pty) Ltd
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END
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May 25, 2023 09:00 ET (13:00 GMT)
Mediclinic (LSE:MDC)
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から 12 2023 まで 12 2024
