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
20 November 2017
This announcement contains inside information
Statement regarding Mediclinic International plc withdrawal
Spire Healthcare Group plc ("Spire" or the "Company") notes the Rule 2.8 announcement published by Mediclinic International plc ("Mediclinic") terminating discussions with Spire regarding a possible offer.
The Board of Spire received a revised proposal (the "Revised Proposal") on 13 November 2017 from Mediclinic to acquire all of the issued and to be issued shares of Spire which Mediclinic does not already own. The terms of the Revised Proposal were 165 pence per share in cash, and 0.271 new Mediclinic shares per Spire share1. On the basis of Mediclinic's closing share price on 17 November 2017 of 555.5 pence, this valued each Spire share at 315.5 pence per share.
The terms included an entitlement to receive a dividend of 2.5 pence per Spire share in lieu of a final dividend in respect of Spire's financial year ending 31 December 2017.
The Board of Spire (excluding Danie Meintjes (Mediclinic Chief Executive Officer)), in conjunction with its financial and legal advisers, reviewed the Revised Proposal and rejected it on the basis that it undervalued Spire and its prospects.
Spire is the leading independent hospital group and the largest by revenue in the United Kingdom with 39 private hospitals, 10 clinics and two Specialist Cancer Care Centres. The Company has invested significantly in the business in recent years, including the acquisition of St. Anthony's and the opening of two new hospitals in Manchester and Nottingham in 2017, and expects to benefit from the returns on these investments over the coming years.
Justin Ash recently commenced his role as the Chief Executive of Spire and has been encouraged by his ongoing review of the portfolio. He is fully focused on the delivery of the Company's strategy and realising the medium term growth opportunities available to Spire. The Board of Spire has strong confidence in Justin and the rest of the Spire management team, and confirms that the Company is on track to meet existing guidance for the full year. Spire is planning a capital markets day in Q1 2018 setting out, amongst other things, the Company's operational and strategic goals and opportunities.
Garry Watts, Chairman of Spire Healthcare, said: "We note Mediclinic's confirmation that it no longer intends to make an offer for Spire. The Board carefully considered Mediclinic's approach but determined that it did not reflect the true value of the Company and was not in the best interests of shareholders as a whole."
"The Board is highly confident in the future of Spire as an independent company under the leadership of Justin Ash and the potential to drive shareholder value over the medium term. We welcome Mediclinic's intention of remaining a supportive shareholder of Spire."
This announcement has been made without the prior approval of Mediclinic.
Enquiries:
Spire Healthcare Group plc
Antony Mannion, Investor Relations Director
+44 (0)20 7427 9160
Goldman Sachs International (Joint Financial Adviser)
Anthony Gutman, Nimesh Khiroya, Rainer Lenhard
+44 (0)20 7774 1000
J.P. Morgan Cazenove (Joint Financial Adviser and Joint Corporate Broker)
James Mitford, Dwayne Lysaght, Alex Bruce, Juha Anjala
+44 (0)20 7742 4000
Bank of America Merrill Lynch (Joint Corporate Broker)
Tom Milner, Ian Ferguson, Gordon Butterworth
+44 (0)20 7628 1000
Maitland
Neil Bennett, Tom Eckersley
+44 (0)20 7379 5151
1 Under the Revised Proposal, Mediclinic shares would have been delivered to Spire shareholders ex-dividend for the interim dividend of 3.2 pence per Mediclinic share declared on 16 November 2017.
Important notices
Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Spire and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Spire for providing the protections afforded to clients of Goldman Sachs International, or for providing advice in connection with the contents of this announcement or any other matter referred to herein.
J.P. Morgan Limited, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised and regulated by the Financial Conduct Authority in the United Kingdom. J.P. Morgan Cazenove is acting exclusively as financial adviser to Spire and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters set out in this announcement and will not be responsible to anyone other than Spire for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, or for providing advice in relation to the contents of this announcement or any other matter referred to herein.
Merrill Lynch International ("BofA Merrill Lynch"), a subsidiary of Bank of America Corporation, is acting exclusively for Spire in connection with the matters set out in this announcement and for no one else and will not be responsible to anyone other than Spire for providing the protections afforded to its clients or for providing advice in relation to the matters set out in this announcement.
About Spire Healthcare
Spire Healthcare is a leading independent hospital group in the United Kingdom, with 39 private hospitals, 10 clinics and two Specialist Cancer Care Centres across England, Wales and Scotland.
Spire delivered tailored, personalised care to approximately 139,000 in-patients and daycase patients in the six months ended 30 June 2017, and is the leading private provider, by volume, of knee and hip operations in the United Kingdom. Spire is uniquely positioned to capture a growing share of the rapidly expanding private healthcare market. The Group's well positioned and scalable hospitals have earned reputations as centres of excellence, delivering successful and award winning clinical outcomes, positioning the Group well with patients, consultants, the NHS, GPs and Private Medical Insurance ("PMI") providers. Spire treats patients through a variety of routes including PMI, Self-pay and the NHS, providing the Group with diversified access to the expected growth opportunities in the UK healthcare market, which faces significant supply challenges as a result of NHS budget constraints and increasing demand from a growing population with longer life expectancy.
