Mediclinic International to be Acquired in Cash Deal

• Mediclinic International plc to be acquired by Manta Bidco Limited in a cash deal.
• The acquisition will be carried out through a Scheme of Arrangement under Part 26 of the Companies Act 2006.
• Manta Bidco Limited is jointly owned by Remgro Limited and SAS Shipping Agencies Services S.à r.l.

Mediclinic International plc, a leading international private healthcare services group, has announced a recommended cash acquisition by Manta Bidco Limited. The acquisition is set to be carried out through a Scheme of Arrangement under Part 26 of the Companies Act 2006. Manta Bidco Limited is a newly formed company jointly owned by Remgro Limited and SAS Shipping Agencies Services S.à r.l., a wholly owned subsidiary of MSC Mediterranean Shipping Company SA.

The agreement was reached between the boards of directors of Mediclinic International plc, Manta Bidco Limited, Remgro, and SAS. The acquisition is for the entire issued and to be issued share capital of Mediclinic, excluding the Mediclinic shares already owned by the Relevant Remgro Subsidiaries. The circular detailing the scheme was published and sent to Mediclinic shareholders on August 30, 2022.

As part of the acquisition, Mediclinic shareholders registered on the South African Register will receive the Consideration in South African rand. The Consideration will be converted at the GBP/ZAR Exchange Rate, which is set at ZAR 23.7735 for each GBP 1.00. The Consideration payable under the Scheme to these shareholders will be ZAR 119.105235 per Scheme Share, subject to the sanctioning of the Scheme by the Court.

Mediclinic has recently announced the satisfaction of conditions relating to merger control and other regulatory approvals. The scheme remains subject to certain other conditions, including the sanctioning of the Scheme by the Court at the Scheme Court Hearing, expected to take place later today. Once the Court Order is delivered to the Registrar of Companies, the Scheme will proceed accordingly.

In terms of the timeline, Mediclinic was required by the JSE to issue an announcement regarding the sanction of the Scheme by the Court before 3:00 p.m. SAST (2:00 p.m. London time) on May 24, 2023, for the Effective Date to be May 25, 2023. However, due to scheduling, the announcement will not be issued before the specified time. Consequently, the Effective Date may be moved to May 26, 2023, resulting in changes to the dates of principal events following the Scheme Court Hearing.