Author Topic: Mediclinic - Al Noor merger  (Read 2794 times)

Moonraker

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Mediclinic - Al Noor merger
« on: October 14, 2015, 01:26:31 pm »
This looks like a very intricate arrangement and I hope someone can shed some light on it.
From what I gather MDC shreholders will receive 0.62500 new Al Noor shares for every MDC share held.
 MDC will be delisted. Then there will be a secondary JSE listing for the Al Noor shares, and on completion
of the arrangement Al Noor will be renamed "Mediclinic International plc" and the Enlarged
Group will have a premium listing on the Main Market of the London Stock Exchange, as
well as an inward secondary listing on the Main Board of the Johannesburg Stock
Exchange and, possibly, on the Namibian Stock Exchange.

Can someone enlighten me whether this is correct ?

You can see the details on sens. Here some extracts..

Quote
Recommended combination of Mediclinic International Limited and Al Noor Hospitals Group plc

Mediclinic International Limited
(Incorporated in the Republic of South Africa)
Registration number 1983/010725/06
Share Code: MDC
ISIN: ZAE000074142

Al Noor Hospitals Group Plc
(Incoporated in England and Wales)
Company Number 8338604
Share Code: ANH
ISIN: GB00B8HX8Z88

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION.

THE FOLLOWING ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR
PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY
INVESTMENT DECISION IN RELATION TO AL NOOR SHARES EXCEPT ON THE BASIS OF
THE INFORMATION IN THE AL NOOR CIRCULAR AND PROSPECTUSES, AND THE
MEDICLINIC CIRCULAR, THAT ARE PROPOSED TO BE PUBLISHED IN DUE COURSE.

14 October 2015

RECOMMENDED COMBINATION OF

AL NOOR HOSPITALS GROUP PLC

("Al Noor")

and

MEDICLINIC INTERNATIONAL LIMITED

("Mediclinic")

Further to the announcements made by Al Noor and Mediclinic on 5 October 2015 and 6 October 2015
respectively, in relation to their discussions regarding a possible combination of the two
companies, the board of Al Noor and the independent board of Mediclinic are pleased to announce
that they have reached agreement on the terms of a recommended combination of their respective
businesses (the "Combination").

KEY HIGHLIGHTS

-    Creation of a leading international private healthcare group with deep operational
     expertise and a well-balanced geographic profile in Southern Africa, Switzerland and the
     United Arab Emirates ("UAE"), as well as exposure to the UK market through a minority stake in
     Spire Healthcare Group plc.

-    Al Noor, as enlarged by the acquisition of Mediclinic (the "Enlarged Group"), will on a
     revenue basis be the third largest private healthcare provider in South Africa, the largest in
     the UAE and the largest private medical network in Switzerland.
     The Enlarged Group had pro-forma revenue of USD4 billion for the fiscal period 2014/15,
     comprising 46% from Switzerland, 31% from South Africa and 23% from the UAE(1).

-    The Enlarged Group will operate 73 hospitals with around 10,200 beds and 35 clinics, and
     will have nearly 32,000 employees.

-    The Combination is to be implemented by:

     -    Al Noor acquiring Mediclinic pursuant to a South African scheme of arrangement,
          under which Mediclinic shareholders will receive 0.62500 new Al Noor shares for
          each Mediclinic share held(2) as well as the Mediclinic interim dividend expected to
          be paid in December 2015;
and

     -    Al Noor shareholders:

          -    receiving a special dividend of GBP3.28 per Al Noor share; and

          -    having the opportunity to tender their shares to Al Noor for cancellation for a
               cash payment of GBP8.32 per Al Noor share (subject to scale back if more
               than 74,069,109 Al Noor shares are tendered).

-    An existing Al Noor shareholder that tenders its shares (and assuming no scale-back
     under the tender offer) will receive cash of GBP11.60 per Al Noor Share, which represents
     a premium of approximately 39% to the closing price of GBP8.35 per Al Noor share on 1 October 2015(3).

-    The Combination will result in Mediclinic shareholders owning 84% to 93% of the Enlarged
     Group, depending on take-up by existing Al Noor shareholders under the tender offer and
     before the subscription by Remgro for new Al Noor shares (described below) to part-fund
     the tender offer.

-    The cash payments to existing Al Noor shareholders in respect of the special dividend and
     tender offer will be partly funded through (i) a subscription by Remgro Limited or its wholly-
     owned subsidiary for 72,115,384 new Al Noor shares at a fixed price of
     GBP8.32 per share, to raise proceeds of GBP600 million; and (ii) a loan facility of up to
     GBP400 million.

-    Mediclinic expects the Combination to be earnings neutral to Mediclinic shareholders in
     the first full year of consolidation and accretive thereafter.(4)

-    On completion, Al Noor will be renamed "Mediclinic International plc" and the Enlarged
     Group will have a premium listing on the Main Market of the London Stock Exchange, as
     well as an inward secondary listing on the Main Board of the Johannesburg Stock
     Exchange and, possibly, on the Namibian Stock Exchange.




++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

14 October 2015

RECOMMENDED COMBINATION OF

AL NOOR HOSPITALS GROUP PLC

("Al Noor")

and

MEDICLINIC INTERNATIONAL LIMITED

("Mediclinic")

Further to the announcements made by Al Noor and Mediclinic on 5 October 2015 and 6 October
2015, respectively, in relation to their discussions regarding a possible combination of the two
companies, the board of Al Noor ("Al Noor Board") and the independent board of Mediclinic
("Mediclinic Board") are pleased to announce that they have reached agreement on the terms of
a recommended combination of their respective businesses (the "Combination").

1.     Principal terms of the Combination

Mediclinic

To effect the Combination, which will be subject to the approval of Al Noor shareholders and
Mediclinic shareholders and to the other conditions summarised below, and to the full terms and
conditions which will be set out in detail in the shareholder circular to be published by Mediclinic in
due course, Al Noor will acquire all of the shares in Mediclinic pursuant to a scheme of
arrangement of Mediclinic under section 114 of the South African Companies Act No. 71 of 2008
(the "SA Companies Act") (the "Mediclinic Scheme").

Under the terms of the Mediclinic Scheme, which will be governed by South African law, Mediclinic
shareholders on the register on the relevant record date will be entitled to receive:

for each Mediclinic Share                 0.62500 new Al Noor Shares

This ratio has been determined on the basis of the volume-weighted average trading price of Al
Noor ordinary shares ("Al Noor Shares") on the LSE and Mediclinic shares ("Mediclinic Shares")
on the JSE for the five trading days ending on and including 1 October 2015. The volume-
weighted average trading prices have been calculated with reference to the volume-weighted
average trading prices (in GBP) as reported by Factset and Capital IQ.

Under the terms of the Mediclinic Scheme, participating Mediclinic shareholders will be entitled to
elect either:

-      for their Mediclinic Shares to be repurchased, in consideration of which Mediclinic will be
       obliged to pay to the shareholder, in respect of each Mediclinic Share repurchased, a sum
       equal to the ZAR equivalent value of 0.62500 Al Noor Shares as at the effective date of
       the Mediclinic Scheme, on the basis that the Mediclinic shareholder's right to payment will
       be ceded to Al Noor in settlement of an obligation assumed by that shareholder under the
       Mediclinic Scheme to subscribe for 0.62500 new Al Noor Shares in respect of each
       Mediclinic Share repurchased (the "Repurchase Option"); or

-      for their Mediclinic Shares to be transferred to Al Noor, in consideration of the allotment
       and issue to them of 0.62500 new Al Noor Shares in respect of each Mediclinic Share
       transferred (the "Exchange Option")
.

The Repurchase Option will be the default position for all Mediclinic shareholders who are South
African incorporated companies that do not make an election, while the Exchange Option will be
the default position for all other Mediclinic shareholders that do not make an election.

The record date for determining the entitlement of Mediclinic shareholders to participate in the
Mediclinic Scheme will be determined and announced in due course, but will be shortly before the
Mediclinic Scheme becomes effective, which is expected to be in the first quarter of 2016.

Mediclinic shareholders will retain the interim dividend expected to be paid in December 2015.

+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

15.     Termination of the Mediclinic listing on the JSE and Namibian Stock Exchange

Following the implementation of the Mediclinic Scheme, application will be made to the JSE to
terminate the listing of the Mediclinic Shares on the JSE and the Namibian Stock Exchange.

The secondary listing of the Enlarged Group on the JSE is expected to become effective, and
dealings in new Al Noor Shares on the JSE to commence, as soon as practicable after the
Mediclinic Scheme becomes effective. A listing for the Enlarged Group on the Namibian Stock
Exchange may also be sought, but is not a condition to the implementation of the Combination.



tmsf12

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Re: Mediclinic - Al Noor merger
« Reply #1 on: December 02, 2015, 11:07:34 am »
Any thoughts on the repurchase vs exchange option?

Moonraker

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Re: Mediclinic - Al Noor merger
« Reply #2 on: January 22, 2016, 05:28:24 pm »
Event                                                                                                                   2016

Expected finalisation date, the date on which the Mediclinic Scheme has                                     Friday, 29 January
become unconditional in all respects as required by the JSE listing rules
(the “Finalisation Date”)

Compliance certificate expected from the South African Takeover                                             Friday, 29 January
Regulation Panel

Finalisation announcement expected to be released on SENS by Mediclinic                                     Friday, 29 January

Finalisation announcement expected to be published in the South African                                     Monday, 1 February
and Namibian press by Mediclinic

Application for the de-listing of Mediclinic Shares lodged with the JSE and                                 Monday, 1 February
the NSX

Last day to trade Mediclinic Shares on the JSE and the NSX in order to                                      Friday, 5 February
participate in the Scheme

Suspension of listing from the Main Board of the JSE and NSX of Mediclinic                                  Monday, 8 February
Shares at commencement of trading (SA)

Listing and trading of New Al Noor Shares on the JSE (on a “when issued                                     Monday, 8 February
basis”)

Dematerialised Scheme Participants must advise their CSDPs or brokers of                                   Friday, 12 February
their elections in respect of the Repurchase Option and the Exchange
Option in accordance with the timeframes stipulated in the custody
agreements between each Dematerialised Scheme Participant and his
CSDP or broker as the elections close at 12h00. Certificated Scheme
Participants’ elections in respect of the Repurchase Option and the
Exchange Option to be received by the Transfer Secretaries by no later
than 12h00 on

Scheme Record Date, being the time and date on which Scheme                                               Friday, 12 February
Participants must be recorded in the Register to participate in the Scheme
and to receive the New Al Noor Shares, 17h00 on

Mediclinic Scheme expected to become operative and Remgro                                                 Monday, 15 February
subscribes for New Al Noor Shares under the Remgro Subscription

Dematerialised Scheme Participants expected to have their accounts (held                                  Monday, 15 February
at their CSDP or Broker) credited with the New Al Noor Shares

Admission and commencement of dealings on the London Stock                                                Monday, 15 February
Exchange of existing Al Noor Shares and New Shares, 08h00 on

Termination of listing of Mediclinic Shares from the Main Board of the JSE                                Monday, 15 February
and the NSX at the commencement of trading

Certificates in respect of New Shares posted to Certificated Scheme                                      Tuesday, 16 February
Participants who have surrendered their Documents of Title and have
elected on or prior to 12h00 on the Scheme Record Date to receive their
New Al Noor Shares in Certificated Form

+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

Jse Limited - 20160120 Mediclinic Int Ltd Merger With Al Noor Informative Notice Updated

Release Date: 20/01/2016 17:08:00      Code(s): JSER     Email this JSE Sens Item to a Friend   Printer Friendly Version
20160120 Mediclinic Int Ltd Merger with Al Noor Informative Notice UPDATED

Further to the FTSE/JSE notice released on 15 January 2016 in relation to the merger between
Mediclinic International (South Africa) and Al Noor Hospitals Group (UK) and following an update to the
scheme timetable, please see the new updated index treatment below:



       Mediclinic International Ltd (South Africa): Merger with Al Noor
            Hospitals Group (UK) - Informative Notice - Update

                                 FTSE/JSE Africa Index Series

                                           20 January 2016
Following shareholder approval and subject to the completion of the scheme of arrangement between
Mediclinic International Ltd (South Africa, ZAE000074142, B0PGJF0) and Al Noor Hospitals Group (UK,
GB00B8HX8Z88, B8HX8Z8), whereby Mediclinic International Ltd shareholders will receive 0.625 Al Noor
Hospitals Group shares for every Mediclinic International Ltd share held, FTSE/JSE is anticipating the
following index treatment in the FTSE/JSE Index Series:

Wednesday 03 February 2016 (after market close)
FTSE/JSE will issue a notice confirming all FTSE/JSE Index changes effective on both 08 February and 16
February.


Friday 05 February 2016
Last day of dealing in Mediclinic International Ltd shares.


Monday 08 February 2016 (from start of trading)
Mediclinic International Ltd (B0PGJF0) will be replaced by Al Noor Hospitals Group (BYYW9W4) in the
FTSE/JSE Indices. In order to avoid index tracking errors, the Al Noor Hospitals Group shares will be
added at the equivalent offer terms’ value to Mediclinic International’s last traded price.
There will be no index divisor change.


Monday 15 February 2016
Al Noor Hospitals Group will change its name to Mediclinic International plc.


Tuesday 16 February 2016 (from start of trading)
Mediclinic International plc will remain in the FTSE/JSE Indices. All index changes to bring Mediclinic’s
index shares in line with the JSE issued shares (as notified after market close on Wednesday 03 February
2016) will become effective.




Notes:
1 All dates and times may be changed by mutual agreement between Mediclinic and Al Noor and/or may be subject to the
  obtaining of certain regulatory approvals. Any change to the abovementioned timetable will be published on SENS.
2 All times given are local times in South Africa.
3 Mediclinic Shares may not be dematerialised or rematerialised after Friday, 5 February 2016 (or such later date as Mediclinic
  may announce if the dates and times above are changed).
4 Existing Al Noor Shares will trade on the London Stock Exchange cum Special Dividend up until and including Wednesday,
  10 February 2016 and trade ex-Special Dividend from Thursday, 11 February 2016. As Mediclinic Shareholders who receive
  New Al Noor Shares will not be entitled to receive the Special Dividend the New Al Noor Shares will trade ex-Special Dividend
  on the JSE from Monday, 8 February 2016.

Stellenbosch
19 January 2016

+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++