| Fri 26 May 2023, 9:05 | | REMGRO LIMITED - Mediclinic International Plc Offer – Scheme of Arrangement becomes effective |
|
Mediclinic International Plc Offer – Scheme of Arrangement becomes effective
Remgro Limited
Incorporated in the Republic of South Africa
(Registration number: 1968/006415/06)
ISIN: ZAE000026480
JSE and A2X Share code: REM
("Remgro")
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
MEDICLINIC INTERNATIONAL PLC OFFER – SCHEME OF ARRANGEMENT BECOMES
EFFECTIVE
Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings
as set out in the Scheme Document (as defined below).
Recommended cash acquisition of Mediclinic International plc ("Mediclinic") by Manta Bidco
Limited ("Bidco") (a newly formed company owned by joint offerors: (i) Remgro (through the
Relevant Remgro Subsidiaries); and (ii) SAS Shipping Agencies Services S.à r.l. ("SAS"), a
wholly-owned subsidiary of MSC Mediterranean Shipping Company SA ("MSC") (together, the
"Consortium")) to be implemented by way of a court sanctioned scheme of arrangement under
Part 26 of the UK Companies Act 2006 (the "Scheme")
This announcement is being made for information purposes only and Remgro shareholders do not need
to take any action in this regard.
On 4 August 2022, the boards of directors of Mediclinic, Bidco, Remgro and SAS announced that they
had reached agreement on the terms of a recommended cash offer by Bidco for the entire issued and
to be issued share capital of Mediclinic, other than the Mediclinic Shares already owned by the Relevant
Remgro Subsidiaries, to be implemented by way of a Scheme. The circular in relation to the Scheme
(the "Scheme Document") was published and posted to Mediclinic Shareholders on 30 August 2022.
By way of update, Remgro shareholders are advised that Mediclinic has released an announcement
("Effective Date Announcement") confirming that the Scheme has now become effective in
accordance with its terms and, pursuant to the Scheme, the entire issued and to be issued share capital
of Mediclinic is now owned by Bidco.
Shareholders are referred to the Effective Date Announcement published on the London Stock
Exchange with Share code: MDC, the Johannesburg Stock Exchange with Share Code: MEI and the
Namibia Stock Exchange with Share Code: MEP, for further details regarding the implementation of the
Scheme and the suspension and cancellation of the listing and trading of Mediclinic Shares.
A copy of the Effective Date Announcement will also be available subject to certain restrictions relating
to persons resident in restricted jurisdictions (as contemplated in the Effective Date Announcement) on
the websites of Mediclinic, Remgro and MSC at https://investor.mediclinic.com/regulatory-news/offer-
mediclinic-international-plc, https://www.remgro.com/media-centre/disclaimer/mediclinic-offer/ and
https://www.msc.com/en/newsroom/press-releases, respectively, by no later than 12 noon (London
time) on the UK Business Day following the date of publication of this announcement. For the avoidance
of doubt, the contents of these websites are not incorporated into and do not form part of this
announcement.
Enquiries:
Remgro
Stephan May +27 21 888 3000
Teneo (PR Adviser to the Consortium)
Doug Campbell (UK) + 44 7753 136628
Rob Yates (UK) +44 7715 375443
Robyn Chalmers (South Africa) +27 (0)83 307 6834
Important Notices
The release, publication or distribution of this announcement in jurisdictions other than South Africa
may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other
than South Africa should inform themselves about and observe any applicable requirements. This
announcement is not for publication or distribution, directly or indirectly, in or into the United States of
America. This announcement is not an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the U.S. Securities Act of 1993, as
amended, and may not be offered or sold in the United States, except pursuant to an applicable
exemption from registration. No public offering of securities is being made in the United States.
Stellenbosch
26 May 2023
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 26-05-2023 09:05:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
