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MEDICLINIC INTERNATIONAL PLC - Public opening position disclosure by a party to an offer

2022/06/23 13:00:00

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                    Public opening position disclosure by a party to an offer

Mediclinic International plc
(Incorporated in England and Wales)
Company Number: 08338604
LSE Share Code: MDC
JSE Share Code: MEI
NSX Share Code: MEP
ISIN: GB00B8HX8Z88
LEI: 2138002S5BSBIZTD5I60
(‘Mediclinic’, or the ‘Company’, or the ‘Group’)

23 June 2022

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

(b) Owner or controller of interests and short                  N/A
    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.
(c) Name of offeror/offeree in relation to whose                Mediclinic International plc
    relevant securities this form relates:
    Use a separate form for each offeror/offeree
(d) Is the discloser the offeror or the offeree?                OFFEREE

(e) Date position held:                                         22 June 2022
    The latest practicable date prior to the disclosure
(f) In addition to the company in 1(c) above, is the            N/A
    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”

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:

                                                  Interests                    Short positions
                                                Number             %           Number        %
(1) Relevant securities owned                      0               0             0           0
    and/or controlled:
(2) Cash-settled derivatives:                      0               0             0           0
(3) Stock-settled derivatives                      0               0             0           0
    (including options) and
    agreements to purchase/sell:
                                                   0               0             0           0
    TOTAL:

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          NONE
which subscription right exists:
Details, including nature of the rights            NONE
concerned and relevant percentages:

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) Ordinary shares held by the directors of Mediclinic International plc, their close relatives
and related trusts

 Name                               Number of ordinary                  Percentage of total issued
                                    shares                              share capital (excluding
                                                                        share options)(1)
 Danie Meintjes                     123,900                             0.0168%
 Carel Aron van der Merwe           66,406(2)                           0.009%
 Petrus Jurgens Myburgh             97,300(3)                           0.0132%
 Thomas Singer                      20,000                              0.0027%

(1) Total number of ordinary shares of Mediclinic International plc is 737,243,810 as of 9 June 2022.
    The percentages have been rounded to the four nearest decimal places.

(2) Carel Aron van der Merwe owns 61,630 and Persons Closely Associated (“PCA”) with Carel Aron
    van der Merwe own 4,776 ordinary shares.

(3) Petrus Jurgens Myburgh owns 94,500 ordinary shares and a PCA of Petrus Jurgens Myburgh owns
    2,800 ordinary shares.

(b) Options and awards granted under Mediclinic International plc's share plans held by the
directors of Mediclinic International plc, their close relatives and related trusts

Short-Term Incentive Plan

 Name             Number of         Date of grant       Release date        Exercise
                  ordinary                                                  price
                  shares                                                    (per
                                                                            share)
 Carel Aron       20,391            20/11/2020          21/11/2022          Nil
 van der          122,614           04/06/2021          05/06/2023          Nil
 Merwe
                                                                                                     

 Petrus           13,383            20/11/2020          21/11/2022          Nil
 Jurgens          80,655            04/06/2021          05/06/2023          Nil
 Myburgh

Long-Term Incentive Plan – subject to performance conditions

 Name             Maximum          Date of          Vesting           Lapse date       Exercise
                  number of        grant            date                               price (per
                  ordinary                                                             share)
                  shares
                  awarded
 Carel Aron       390,661          14/12/2020       13/12/2025        14/12/2023       Nil
 van der
 Merwe            356,181          04/06/2021       03/06/2026        04/06/2024       Nil
 Petrus           216,411          14/12/2020       13/12/2025        14/12/2023       Nil
 Jurgens          190,569          04/06/2021       03/06/2026        04/06/2024       Nil
 Myburgh

Long-Term Incentive Plan – not subject to performance conditions(1)

 Name             Number of         Date of grant      Vesting date        Exercise
                  ordinary                                                 price
                  shares                                                   (per
                                                                           share)
 Carel Aron       45,185            19/06/2019         18/06/2024          Nil
 van der
 Merwe
 Petrus           24,981            19/06/2019         18/06/2024          Nil
 Jurgens
 Myburgh

(1) On 19 May 2022, the Remuneration Committee approved the vesting of the Long-Term Incentive
    Plan Awards granted to Carel Aron van der Merwe and Petrus Jurgens Myburgh at 12.1% of
    maximum based on the achievement against performance targets, equating to 48,185 and 24,981
    shares, respectively. These awards will be cash settled (as permitted under the remuneration policy
    in place at the time and indicated in the Company’s annual report for the financial year ended 31
    March 2019), as soon as practicable after vesting on 18 June 2024.

(c) Interests held by persons deemed to be acting in concert with Mediclinic International plc

    (i) Ordinary shares

 Name                              Number of ordinary                Percentage of total issued
                                   shares                            share capital (excluding
                                                                     share options)
 Mr Ahmed Ali                      11,074                            0.0015%


    (ii) Options and awards granted under Mediclinic International plc's share plans

Long-Term Incentive Plan – subject to performance conditions

 Name             Maximum          Date of          Vesting           Lapse date       Exercise
                  number of        grant            date                               price (per
                  ordinary                                                             share)
                  shares
                  awarded
 Mr Ahmed         18,049           14/12/2020       13/12/2023        14/12/2023       Nil
 Ali
                  13,840           04/06/2021       03/06/2024        04/06/2024       Nil
    
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).

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:                                23 June 2022

Contact name:                                      Link Company Matters Limited
                                                   Corporate Company Secretary to
                                                   Mediclinic International plc

                                                   For the attention of:
                                                   Caroline Emmet – Senior Manager
                                                   Kathy Cong – Managing Director
Telephone number:                                  Caroline Emmet
                                                   M +44 (0) 7808 011 503
                                                   E caroline.emmet@linkgroup.co.uk

                                                   Kathy Cong:
                                                   M +44 (0) 7395 877343
                                                   E kathy.cong@linkgroup.co.uk


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.

About Mediclinic International plc

Mediclinic is a diversified international private healthcare services group, established in South
Africa in 1983, with divisions in Switzerland, Southern Africa (South Africa and Namibia) and
the Middle East.

The Group's core purpose is to enhance the quality of life.

Its vision is to be the partner of choice that people trust for all their healthcare needs.

Mediclinic is focused on providing specialist-orientated, multi-disciplinary services across the
continuum of care in such a way that the Group will be regarded as the most respected and
trusted provider of healthcare services by patients, medical practitioners, funders and
regulators of healthcare in each of its markets.

At 31 March 2022, Mediclinic comprised 74 hospitals, five subacute hospitals, two mental
health facilities, 20 day case clinics and 20 outpatient clinics. The Swiss operations included
17 hospitals and four day case clinics with around 1 900 inpatient beds; Southern Africa
operations included 50 hospitals (three of which in Namibia), five subacute hospitals, two
mental health facilities and 14 day case clinics (four of which operated by Intercare) across
South Africa, and around 8 650 inpatient beds; and the Middle East operated seven hospitals,
two day case clinics and 20 outpatient clinics with around 1 000 inpatient beds in the UAE. In
addition, under management contract the Middle East will open a 200-bed hospital in the
Kingdom of Saudi Arabia in 2023.

The Company's primary listing is on the London Stock Exchange ('LSE') in the UK, with
secondary listings on the JSE in South Africa and the Namibian Stock Exchange in Namibia.

Mediclinic also holds a 29.9% interest in Spire Healthcare Group plc, a leading private
healthcare group based in the UK and listed on the LSE.

For further information, please contact:

Company Secretary, Link Company Matters Limited
                                                                                         

Caroline Emmet
+44 (0)333 300 1930

Investor queries
James Arnold, Head of Investor Relations, Mediclinic International plc
+44 (0)20 3786 8181
ir@mediclinic.com

Media queries
FTI Consulting
Ben Atwell/Ciara Martin - UK
+44 (0)20 3727 1000
Sherryn Schooling - South Africa
+27 (0)21 487 9000

Registered address: 6th Floor, 65 Gresham Street, London, EC2V 7NQ, UK
Website: www.mediclinic.com
Joint corporate brokers: Morgan Stanley & Co International plc and UBS Investment Bank
JSE sponsor (South Africa): Rand Merchant Bank (A division of FirstRand Bank Limited)
NSX sponsor (Namibia): Simonis Storm Securities (Pty) Ltd

Date: 23-06-2022 01:00:00
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