6 Nov 2017 12:00
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 ("Mediclinic") |
(b) Owner or controller of interests and short 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. | N/A |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | Mediclinic International plc |
(d) Is the discloser the offeror or the offeree? | OFFEROR |
(e) Date position held: The latest practicable date prior to the disclosure | 3 November 2017 |
(f) In addition to the company in 1(c) above, is the 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" | YES If YES, specify which: Spire Healthcare Group plc |
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:
| 10p Ordinary Shares | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | 0 | 0 | 0 | 0 |
(2) Cash-settled derivatives:
| 0 | 0 | 0 | 0 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 0 | 0 | 0 | 0 |
TOTAL: | 0 | 0 | 0 | 0 |
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 which subscription right exists: | 0 |
Details, including nature of the rights concerned and relevant percentages: | 0 |
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) Mediclinic ordinary shares held by directors of Mediclinic or their close relatives or related trusts
(b) Interests in Mediclinic shares held by directors under its share plans
(c) Mediclinic ordinary shares held by subsidiaries of Remgro Limited ("Remgro")
NOTE 1: In March 2016, Remgro Jersey GBP Limited issued £350m of senior, secured guaranteed bonds which are listed on the Open Market of the Frankfurt Stock Exchange (the Freiverkehr). In certain circumstances, these bonds are exchangeable for Mediclinic shares. The underlying Mediclinic shares which may be the subject of any such exchange are included as part of Remgro's interest in Mediclinic under this disclosure.
(d) Mediclinic ordinary shares held by persons presumed to be acting in concert with it NOTE 2
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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).
NOTE 2: Under the UK Takeover Code, Mediclinic's major shareholder, Remgro Limited ("Remgro"), is presumed to be acting in concert with a number of entities in which it has a direct interest of 20 per cent. or more and/or other entities in which such investee companies (or their investee companies) have an interest of 20 per cent. or more. Some of these entities deal in listed securities during the ordinary course of their businesses. Neither Mediclinic nor Remgro is able to control or influence such dealing activities. In order to ascertain the interests of the investee companies described above, Remgro has contacted, on Mediclinic's behalf, those companies which are its direct investee companies and requested information in respect of any relevant interests or arrangements they may have in relation to Mediclinic securities. Remgro has also requested that such companies contact their own relevant investee companies (and so on down the chain) to request the same. The information in this disclosure is provided on the basis of the responses received in response to such requests. The information has been collected from the various entities over the two weeks since the start of the offer period and may not, therefore, be accurate as at the date of this announcement - if Mediclinic becomes aware that the information was not accurate as at 3 November 2017, subject to discussion with the Takeover Panel, it may be required to update the information in this announcement. Neither Mediclinic nor Remgro is in a position to verify the accuracy of those responses or require such companies to provide the relevant information.
NOTE 3: FirstRand Bank Limited holds a GBP 50m position in the exchangeable bonds issued by Remgro described in Note 1 which, in certain circumstances, are exchangeable for Mediclinic shares. As described in Note 1, such underlying shares are included in the Remgro holdings disclosed in section 3(c) of this announcement. Further, FirstRand Bank has entered into an asset swap contract, with the same maturity as the bonds, which has the economic effect of selling off the equity component of FirstRand Bank's holding of the exchangeable bonds so that FirstRand Bank's net position to the underlying Mediclinic shares is zero.
NOTE 4: Truffle Asset Management (Pty) Ltd's holding includes rights under contracts for difference over 111,071 shares and Maru Asset Managers (Pty) Ltd's holding includes rights under contracts for difference over 12 shares. Mediclinic is not aware of the terms of such contracts.
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: | 6 November 2017 |
| Contact name: | Mr James Arnold |
| Telephone number: | +44 20 3786 8180/1 |
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.