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 | Spire Healthcare Group plc ("Spire") |
(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: Mediclinic International 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:
| 1p Ordinary Shares | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | 119,923,335 | 29.90 | 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: | 119,923,335 | 29.90 | 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) Spire shares held by persons presumed to be acting in concert with Mediclinic NOTE 1 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 1: Under the UK Takeover Code, Mediclinic is presumed to be acting in concert with a number of entities in which its major shareholder, investment holding company Remgro Limited ("Remgro"), 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. Earlier this year Mediclinic was made aware that the two entities listed above had acquired an aggregate interest of approximately 1 per cent. in Spire which, together with Mediclinic's existing 29.9 per cent. interest, meant that the presumed concert party group held, in aggregate, interests in Spire shares exceeding 30 per cent. of the voting rights of Spire.The Takeover Panel has granted a dispensation from the requirements under Rules 9.1 and 9.2 of the Code for a mandatory offer to be made for the remaining shares in Spire as a result of such dealings on the basis that the known excess interests above 30 per cent. are sold down by the presumed concert party group within a certain period. The Takeover Panel has ruled that, on this occasion, should the relevant entities not sell down themselves within such period, the sell down obligation would fall on Mediclinic. Given the restrictions in Rule 4.2 of the Code on an offeror and its concert parties selling shares in an offeree company during an offer period, The Takeover Panel has suspended this sell down requirement for the duration of the current offer period. The Takeover Panel has also confirmed that (if any offer were to proceed by way of a contractual offer rather than a scheme of arrangement) the minimum acceptance condition permitted under the Code in respect of any such offer would be treated as being increased by such known excess. As set out above, Mediclinic now understands the presumed concert party members hold an aggregate interest of approximately 1.35% per cent. in Spire (in addition to Mediclinic's own holding of 29.9%).
NOTE 2: 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 Spire 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.
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.
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(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.
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(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.