Mediclinic International : Recommended Cash Acquisition of Mediclinic

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

South African income tax number: 9432434182

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 OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

4 AUGUST 2022

RECOMMENDED CASH ACQUISITION

of

Mediclinic International plc ("Mediclinic")

by

Manta Bidco Limited ("Bidco")

(a newly formed company owned by joint offerors: (i) Remgro Limited ("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 effected by means of a Scheme of Arrangement under Part 26 of the Companies Act

Summary

• The boards of Bidco, Remgro, SAS and Mediclinic (excluding the Remgro representative) are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Bidco to acquire the entire issued and to be issued ordinary share capital of Mediclinic, other than the 328,497,888 Mediclinic Shares already owned by the Relevant Remgro Subsidiaries (representing approximately 44.56 per cent. of Mediclinic's issued ordinary share capital as at 2 August 2022, being the latest practicable date prior to the date of this announcement). The Acquisition is to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act.
• The Acquisition values the entire issued and to be issued ordinary share capital of Mediclinic at approximately £3.7 billion and an implied enterprise value of approximately £6.1 billion.
• Under the terms of the Acquisition, Scheme Shareholders shall be entitled to receive 504 pence in cash for each Mediclinic Share held (the "Acquisition Price"), representing:
• • a premium of approximately 50 per cent. to the volume-weighted average price per Mediclinic Share of 337 pence for the 6 months to 25 May 2022 (being the day prior to the date on which the Initial Proposal was made);

• • a premium of approximately 35 per cent. to the Closing Price per Mediclinic Share of 373 pence on 25 May 2022 (being the day prior to the date on which the Initial Proposal was made);
  • a premium of approximately 23 per cent. to the Closing Price per Mediclinic Share of 411 pence on 7 June 2022 (being the day prior to the market speculation of an approach); and
  • an implied enterprise value multiple of approximately 11.2 times Mediclinic's reported adjusted EBITDA of £522 million for the year ended 31 March 2022.
• Mediclinic Shareholders shall be entitled to receive the final dividend of 3 pence per Mediclinic Share declared by Mediclinic on 25 May 2022 and approved at the Mediclinic Annual General Meeting on 28 July 2022 (the "Agreed Dividend"). Following the Agreed Dividend record date
  (which is currently expected to be 5 August 2022) the Acquisition Price shall be reduced by the amount of the Agreed Dividend, in which case any references to the Acquisition Price will be deemed to be a reference to the Acquisition Price as so reduced and eligible Mediclinic Shareholders will be entitled to retain the Agreed Dividend when paid (which is currently expected to be on 26 August 2022).
• If, on or after the date of this announcement and on or prior to the Effective Date, any dividend, distribution, or other return of value (other than the Agreed Dividend) is declared, made, or paid or becomes payable by Mediclinic, Bidco reserves the right to reduce the Acquisition Price by an amount up to the amount of such dividend, distribution or other return of value in which case any references to the Acquisition Price will be deemed to be a reference to the Acquisition Price as so reduced. In such circumstances, eligible Mediclinic Shareholders shall be entitled to retain any such dividend, distribution, or other return of value declared, made, or paid.

The Consortium

• Remgro is a diversified investment holding company listed on the Johannesburg Stock Exchange, and holds investments in the healthcare, consumer products, financial services, infrastructure, industrial and media industries. SAS is an indirect, wholly owned subsidiary of MSC. The MSC group is a global business engaged in the shipping, terminals, logistics and cruises sector.
• Remgro (indirectly via the Relevant Remgro Subsidiaries) and SAS will each own 50 per cent. of Bidco following completion of the Acquisition.

Mediclinic Recommendation

• The Independent Mediclinic Directors, who have been so advised by Morgan Stanley and UBS as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their advice to the Independent Mediclinic Directors, Morgan Stanley and UBS have taken into account the commercial assessments of the Independent Mediclinic Directors.
• Accordingly, the Independent Mediclinic Directors intend to recommend unanimously that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and the Mediclinic Shareholders vote in favour of the resolutions to be proposed at the General Meeting as the Independent Mediclinic Directors have irrevocably undertaken to do in respect of their own beneficial holdings of 300,030 Mediclinic Shares representing, in aggregate, approximately 0.041 per cent. of the ordinary share capital of Mediclinic in issue, and 0.073 per cent. of the

Scheme Shares eligible to vote at the Court Meeting, in each case on 2 August 2022 (being the latest practicable date prior to this announcement).

Timetable and Conditions

• It is intended that the Acquisition will be implemented by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act and that the Acquisition be put to Scheme Shareholders for approval at the Court Meeting and to the Mediclinic Shareholders at the General Meeting, although Bidco reserves the right to elect (with the consent of the Panel, and subject to the terms of the Co-operation Agreement) to implement the Acquisition by way of a Takeover Offer. In order to become Effective, the Scheme must be approved by a majority in number of the Scheme Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Scheme Shares voted. In addition, a special resolution implementing the Scheme must be passed by Mediclinic Shareholders representing at least 75 per cent. of votes cast at the General Meeting.
• The 328,497,888 Mediclinic Shares owned by the Relevant Remgro Subsidiaries as at 2 August 2022 (being the latest practicable date prior to this announcement) will not be Scheme Shares and will not be acquired by Bidco pursuant to the Acquisition, but will be acquired by Bidco pursuant to the Subscription and Rollover Agreement. The Relevant Remgro Subsidiaries will not be permitted to vote such Mediclinic Shares at the Court Meeting, but will be permitted to vote such Mediclinic Shares at the General Meeting.
• The Acquisition is conditional on, amongst other things, the approval of Mediclinic Shareholders, approvals under the respective merger control regimes in South Africa, Namibia, Switzerland and Cyprus, and approval by the Financial Surveillance Department of the South African Reserve Bank, as set out in further detail in Appendix I to this announcement. It is expected that the Scheme will become Effective in Q1 2023 and following this Mediclinic will be delisted from the London Stock Exchange, Johannesburg Stock Exchange and the Namibian Stock Exchange.
• Mediclinic Shareholders on the South African and Namibian registers of Mediclinic will, as required, receive the consideration due to them under the terms of the Acquisition in South African Rand. The Scheme Document will include further details in relation to this currency exchange. For the avoidance of doubt, the Agreed Dividend and any other dividends, distributions, or other return of value to be paid by Mediclinic to Mediclinic Shareholders on the South African and Namibian registers will be in South African Rand.
• It is expected that the Scheme Document, containing further information about the Acquisition (including an expected timetable of key events) and notices of the Court Meeting and the General Meeting, together with the Forms of Proxy, shall be published as soon as practicable and, in any event, within 28 days of this announcement.

Commenting on the Acquisition, Dame Inga Beale, Chair of Mediclinic, said:

"The recommended offer represents a near-term value realisation for Mediclinic shareholders at an attractive premium.

Over 39 years, Mediclinic has developed into the leading international healthcare services group it is today. During this time, Remgro has remained a supportive long-term shareholder. Together with SAS, the Consortium's resources will put Mediclinic in a strong position to continue to serve patients through our broad range of high-quality healthcare services."

Commenting on the Acquisition, Jannie Durand, CEO of Remgro said:

"I am delighted that Remgro is participating in this transaction, which is fully aligned with our strategy of prioritising our ownership of structurally attractive, unlisted assets. Since its founding, Remgro has been a long-standing and supportive shareholder of Mediclinic. We are proud of what the business has achieved over that period and look forward to continuing our support, alongside our partner SAS, as the business transitions to the next phase of its evolution under stable, long-term ownership. Under the stewardship of the Consortium, Mediclinic will be well-positioned to execute on its strategy and undertake the investment required to realise the full potential of the business."

Commenting on the Acquisition, Diego Aponte, Group President of MSC, said:

"We are delighted to be partnering with Remgro on the acquisition of Mediclinic, a business we have great admiration for. MSC is very well placed to provide long-term capital, as well as our insight and experience from operating a global business, in order to support the strategic ambitions of the Mediclinic management team. We believe that, alongside Remgro, our ownership will provide Mediclinic with significant resources to the benefit of all of Mediclinic's stakeholders, including in particular its patients, employees, doctors and host governments."

This summary should be read in conjunction with the full text of this announcement (including its Appendices). The Acquisition shall be subject to the Conditions and further terms set out in Appendix I to this announcement and to the full terms and conditions which shall be set out in the Scheme Document. Appendix II to this announcement contains the sources of information and bases of calculations of certain information contained in this announcement, Appendix III contains a summary of the irrevocable undertakings received in relation to the Acquisition and Appendix IV contains definitions of certain expressions used in this summary and in this announcement.

The person responsible for arranging the release of this announcement on behalf of Mediclinic is Gert Hattingh, Group Chief Governance Officer.

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