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Mediclinic International Plc (“Mediclinic) Offer Update – Extension to PUSU deadline

Published: 2022-07-07 10:01:00 ET
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Remgro Limited (JSE:REM) News - Mediclinic International Plc (“Mediclinic) Offer Update – Extension to PUSU deadline

Remgro Limited
Incorporated in the Republic of South Africa
(Registration number: 1968/006415/06)
ISIN: ZAE000026480
JSE and A2X Share code: REM

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

THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN
OFFER UNDER RULE 2.7 OF THE UK CITY CODE ON TAKEOVERS AND MERGERS
(THE "CODE") AND THERE CAN BE NO CERTAINTY THAT ANY SUCH OFFER WILL BE MADE

FOR IMMEDIATE RELEASE

Response to Mediclinic International plc ("Mediclinic") announcement regarding the potential
offer and the extension of the 'Put Up or Shut Up' ("PUSU") deadline in terms of rule 2.6(a) of
the Code

Unless the context indicates otherwise (capitalised) defined terms have the meanings given to them in
the Response to press speculation on Mediclinic announcement released by Remgro Limited on the
Stock Exchange News Service on 9 June 2022 ("Response Announcement").

Shareholders are referred to the Response Announcement wherein it was advised, amongst others,
that Remgro and MSC Mediterranean Shipping Company SA, acting through its wholly owned
subsidiary SAS Shipping Agencies Services Sarl ("SAS") (Remgro and SAS being the Consortium),
were required, by no later than 5.00 p.m. on 7 July 2022 ("PUSU Deadline") to either: (i) announce a
firm intention to make an offer, subject to conditions or pre-conditions if relevant, for Mediclinic in
accordance with Rule 2.7 of the Code; or (ii) announce that it does not intend to make an offer for
Mediclinic.

Shareholders are advised that Mediclinic has today released an announcement regarding further
developments on the Proposal including an extension of the PUSU Deadline ("Extension
Announcement"). Shareholders are referred to the Extension Announcement published on the London
Stock Exchange with Share code: MDC, the JSE with Share Code: MEI and the Namibia Stock
Exchange with Share Code: MEP and which can be accessed on the Mediclinic website at
https://investor.mediclinic.com/regulatory-news/offer-mediclinic-international-plc, for further details
regarding the Proposal and the PUSU Deadline.

A further announcement will be made as appropriate.

Enquiries

Remgro Limited                                                           Tel: + 27 21 888 3000
Lwanda Zingitwa

Teneo (Media Enquiries)
London
Doug Campbell                                                            Tel: + 44 7753 136628
Rob Yates                                                                Tel: +44 7715 375443

South Africa
Robyn Chalmers                                                           Tel: +27 (83) 307 6834

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant
securities of an offeree company or of any securities exchange offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must
make an Opening Position Disclosure following the commencement of the offer period and, if later,
following the announcement in which any securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person’s interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange
offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by
no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following
the announcement in which any securities exchange offeror is first identified. Relevant persons who
deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the
deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class
of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the
person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b)
applies must be made by no later than 3.30 pm (London time) on the business day following the date
of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or
informal, to acquire or control an interest in relevant securities of an offeree company or a securities
exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3. Opening
Position Disclosures must also be made by the offeree company and by any offeror and Dealing
Disclosures must also be made by the offeree company, by any offeror and by any persons acting in
concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position
Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the
Takeover Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was first identified. You
should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as
to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on Website

A copy of this announcement will be made available subject to certain restrictions relating to persons
resident in restricted jurisdictions on the Remgro and MSC respective websites at www.remgro.com
and www.MSC.com by no later than 12 noon (London time) on the business day following the date of
this announcement. The content of these websites are not incorporated into and do not form part of this
announcement.

Overseas Jurisdictions

The release, publication or distribution of this announcement in jurisdictions other than the United
Kingdom may be restricted by law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves about, and observe any applicable
requirements. This announcement has been prepared for the purposes of complying with English law
and the Code and the information disclosed in this announcement may not be the same as that which
would have been disclosed if this announcement had been prepared in accordance with the laws of
jurisdictions outside the United Kingdom.

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
7 July 2022

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Date: 07-07-2022 12:01:00
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