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 July 2020
Mediclinic announces that at its Annual General Meeting ("AGM"), held on 22 July 2020 in accordance with the arrangements set out in the Notice of AGM (the "Notice"), all resolutions set out in the Notice were passed by the requisite majority of votes by shareholders by way of poll. The results of the poll for each resolution are set out below.
| |
|
Total Shares Voted
|
% of Issued Share Capital Voted3
|
Votes For1
|
%
|
Votes Against
|
%
|
Votes Withheld2
|
|
|
Ordinary Resolutions |
|
|
|
|
|
|
|
| 1. |
To receive the Company's financial statements and the reports of the directors and auditor |
651 029 501 |
88.31 |
650 973 436 |
99.99 |
56 065 |
0.01 |
765 665 |
| 2. |
To approve the Directors' Remuneration Report |
649 411 121 |
88.09 |
644 127 734 |
99.19 |
5 283 387 |
0.81 |
2 384 045 |
| 3. |
To approve the Directors' Remuneration Policy |
651 380 968 |
88.35 |
633 886 281 |
97.31 |
17 494 687 |
2.69 |
414 198 |
| 4. |
To elect Dame Inga Beale as a director |
651 404 426 |
88.36 |
651 387 915 |
100.00 |
16 511 |
0.00 |
390 741 |
| 5. |
To elect Mr Tom Singer as a director |
651 404 426 |
88.36 |
650 720 860 |
99.90 |
683 566 |
0.10 |
390 741 |
| 6. |
To re-elect Dr Ronnie van der Merwe as a director |
651 409 511 |
88.36 |
650 544 510 |
99.87 |
865 001 |
0.13 |
385 656 |
| 7. |
To re-elect Mr Jurgens Myburgh as a director |
651 405 217 |
88.36 |
650 346 872 |
99.84 |
1 058 345 |
0.16 |
389 950 |
| 8. |
To re-elect Mr Alan Grieve as a director |
651 405 241 |
88.36 |
650 718 418 |
99.89 |
686 823 |
0.11 |
389 926 |
| 9. |
To re-elect Dr Muhadditha Al Hashimi as a director |
651 408 721 |
88.36 |
650 760 951 |
99.90 |
647 770 |
0.10 |
386 446 |
| 10. |
To re-elect Mr Jannie Durand as a director |
651 405 784 |
88.36 |
615 278 225 |
94.45 |
36 127 559 |
5.55 |
389 383 |
| 11. |
To re-elect Dr Felicity Harvey as a director |
651 405 217 |
88.36 |
650 754 844 |
99.90 |
650 373 |
0.10 |
389 950 |
| 12. |
To re-elect Mr Danie Meintjes as a director |
651 405 661 |
88.36 |
642 412 072 |
98.62 |
8 993 589 |
1.38 |
389 506 |
| 13. |
To re-elect Dr Anja Oswald as a director |
651 409 091 |
88.36 |
650 761 951 |
99.90 |
647 140 |
0.10 |
386 076 |
| 14. |
To re-elect Mr Trevor Petersen as a director |
651 409 090 |
88.36 |
642 489 636 |
98.63 |
8 919 454 |
1.37 |
386 076 |
| 15. |
To re-appoint PricewaterhouseCoopers LLP as auditor of the Company |
651 405 420 |
88.36 |
648 862 581 |
99.61 |
2 542 839 |
0.39 |
389 747 |
| 16. |
To authorise the Audit and Risk Committee to determine the remuneration of the auditor |
651 405 369 |
88.36 |
651 393 310 |
100.00 |
12 059 |
0.00 |
389 798 |
| 17. |
To authorise the directors to make political donations |
651 424 227 |
88.36 |
544 059 407 |
83.52 |
107 364 820 |
16.48 |
370 940 |
| 18. |
To authorise the directors to allot ordinary shares |
651 422 134 |
88.36 |
518 848 733 |
79.65 |
132 573 401 |
20.35 |
373 033 |
|
|
Special Resolutions |
|
|
|
|
|
|
|
| 19. |
To authorise the directors to dis-apply statutory pre-emption rights |
651 402 291 |
88.36 |
535 602 120 |
82.22 |
115 800 171 |
17.78 |
392 876 |
| 20. |
To authorise the directors to dis-apply pre-emption rights for purposes of acquisitions or capital investments |
651 402 432 |
88.36 |
551 523 823 |
84.67 |
99 878 609 |
15.33 |
392 734 |
| 21. |
To approve the calling of general meetings on not less than 14 days' clear notice (other than AGMs) |
651 420 376 |
88.36 |
607 406 150 |
93.24 |
44 014 226 |
6.76 |
374 791 |
| 22. |
To adopt the new Articles of Association of the Company |
651 382 529 |
88.35 |
651 229 816 |
99.98 |
152 713 |
0.02 |
412 638 |
| |
Ordinary Resolutions |
Total Shares Voted |
% of Issued Share Capital Voted3 |
Votes For1 |
% |
Votes Against |
% |
Votes Withheld2 |
| 4. |
To elect Dame Inga Beale as a director |
322 906 538 |
79.00 |
322 890 027 |
99.99 |
16 511 |
0.01 |
390 741 |
| 5. |
To elect Mr Tom Singer as a director |
322 906 538 |
79.00 |
322 222 972 |
99.79 |
683 566 |
0.21 |
390 741 |
| 8. |
To re-elect Mr Alan Grieve as a director |
322 907 353 |
79.00 |
322 220 530 |
99.79 |
686 823 |
0.21 |
389 926 |
| 9. |
To re-elect Dr Muhadditha Al Hashimi as a director |
322 910 833 |
79.00 |
322 263 063 |
99.80 |
647 770 |
0.20 |
386 446 |
| 11. |
To re-elect Dr Felicity Harvey as a director |
322 907 329 |
79.00 |
322 256 956 |
99.80 |
650 373 |
0.20 |
389 950 |
| 13. |
To re-elect Dr Anja Oswald as a director |
322 911 203 |
79.00 |
322 264 063 |
99.80 |
647 140 |
0.20 |
386 076 |
| 14. |
To re-elect Mr Trevor Petersen as a director |
322 911 202 |
79.00 |
313 991 748 |
97.24 |
8 919 454 |
2.76 |
386 076 |
| 1. |
Any proxy appointments giving discretion to the Chair of the AGM have been included in the "For" total.
|
| 2. |
A vote "Withheld" is not a vote in law and is not counted in the calculation of the votes "For" or "Against" a resolution.
|
| 3. |
The Company's total ordinary shares in issue (total voting rights) as at 22 July 2020 was 737 243 810 ordinary shares of 10 pence each. Ordinary shareholders are entitled to one vote per ordinary share held. In the table showing votes of shareholders on the election and re-election of independent non-executive directors, the percentage of issued capital voted has been calculated excluding the shares of the controlling shareholder, Remgro Limited.
|
| 4. |
As the Company has a controlling shareholder, Remgro Limited, as defined in the Financial Conduct Authority's Listing Rules, each resolution to elect an independent non-executive director (Resolutions 4, 5, 8, 9, 11, 13 and 14) have under Listing Rule 9.2.2E been approved by a majority of the votes cast by: (a) the shareholders of the Company as a whole; and (b) the independent shareholders of the Company, that is, all the shareholders entitled to vote on each resolution, excluding the controlling shareholder. |
The Board notes that while Resolution 18 was passed with a majority of 79.65%, a number of our shareholders opposed that resolution. The Board notes that the voting outcome reflects the differing market practice between the United Kingdom ("UK") and South Africa, where shareholders in the latter jurisdiction usually approve more restricted levels of authority to issue shares and prefer to vote on the proposed allotments of shares on a case-by-case basis. The Company has consulted regularly with its larger international shareholders on this matter. Many operate under policies that do not permit the UK standard level of authority to be supported, although a number do understand the Company's position. As Mediclinic is a UK premium-listed company, the Board considers it appropriate to seek authorities in line with the UK's Investment Association's Share Capital Management Guidelines to: (a) allow the Company to respond to market developments; and (b) enable allotments to take place to finance business opportunities as they arise. The views of all shareholders are important to Mediclinic and the Board will continue to engage with international shareholders on this topic and will publish an update on shareholder engagement within six months of the AGM, as required by the UK Corporate Governance Code. However, as the voting outcome reflects the difficulty in balancing the expectations of different markets, it is likely that there will continue to be significant votes against this resolution.
A copy of the special resolutions and certain ordinary resolutions affecting the Company's constitution which were passed at the meeting will shortly be submitted to the National Storage Mechanism in accordance with paragraph 9.6.2 of the Listing Rules. In addition, the Company will submit to the National Storage Mechanism a copy of its Articles of Association dated 22 July 2020 in accordance with paragraph 9.2.6E of the Listing Rules. These documents will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
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 United Arab Emirates ("UAE").
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 1 July 2020, Mediclinic comprised 76 hospitals, eight sub-acute and specialised hospitals, 15 day case clinics and 18 outpatient clinics. Hirslanden operated 17 hospitals and three day case clinics in Switzerland with more than 1 800 inpatient beds; Mediclinic Southern Africa operations included 52 hospitals (three of which in Namibia), eight sub-acute and specialised hospitals and 10 day case clinics (four of which operated by Intercare) across South Africa, and more than 8 700 inpatient beds; and Mediclinic Middle East operated seven hospitals, two day case clinics and 18 outpatient clinics with more than 900 inpatient beds in the UAE.
The Company's primary listing is on the London Stock Exchange ("LSE") in the UK, with secondary listings on the JSE Ltd 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)20 7954 9548
Investor Relations, Mediclinic International plc
James Arnold, Head of Investor Relations
ir@mediclinic.com
+44 (0)20 3786 8181
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, United Kingdom
Website: www.mediclinic.com
Corporate broker (UK): 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