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
("Mediclinic", the "Company", or the "Group")
25 July 2019
ANNOUNCEMENT OF THE ANNUAL GENERAL MEETING POLL RESULTS
Mediclinic announces that at its Annual General Meeting ("AGM") held on 24 July 2019, all resolutions set out in the notice of the AGM were passed by the requisite majority of votes by shareholders by way of poll. The results of the poll for each resolution were as follows:
|
|
Total Shares Voted |
% of Issued Share Capital Voted |
Votes For |
% |
Votes Against |
% |
Votes Withheld |
|
Ordinary Resolutions |
|
|
|
|
|
|
|
1. |
To receive the Company's financial statements and the reports of the Directors and auditor |
651,940,713 |
88.43 |
651,933,735 |
100.00 |
6,978 |
0.00 |
811,572 |
2 |
To approve the Directors' Remuneration Report |
639,306,513 |
86.72 |
456,707,341 |
71.44 |
182,599,172 |
28.56 |
13,445,771 |
3. |
To declare a final dividend of 4.70 pence per ordinary share |
652,546,926 |
88.51 |
652,543,691 |
100.00 |
3,235 |
0.00 |
205,359 |
4. |
To elect Dr Anja Oswald as a Director |
652,548,766 |
88.51 |
640,718,620 |
98.19 |
11,830,146 |
1.81 |
203,519 |
5. |
To re-elect Dr Ronnie van der Merwe as a Director |
652,544,766 |
88.51 |
651,316,911 |
99.81 |
1,227,855 |
0.19 |
207,519 |
6. |
To re-elect Mr Jurgens Myburgh as a Director |
652,461,766 |
88.50 |
650,647,906 |
99.72 |
1,813,860 |
0.28 |
290,519 |
7. |
To re-elect Dr Edwin Hertzog as a Director |
646,065,630 |
87.63 |
623,481,653 |
96.50 |
22,583,977 |
3.50 |
6,686,654 |
8. |
To re-elect Dr Muhadditha Al Hashimi as a Director |
652,543,321 |
88.51 |
652,442,657 |
99.98 |
100,664 |
0.02 |
208,964 |
9. |
To re-elect Mr Jannie Durand as a Director |
646,065,631 |
87.63 |
604,064,308 |
93.50 |
42,001,323 |
6.50 |
6,686,654 |
10. |
To re-elect Mr Alan Grieve as a Director |
646,065,211 |
87.63 |
641,261,092 |
99.26 |
4,804,119 |
0.74 |
6,687,074 |
11. |
To re-elect Dr Felicity Harvey as a Director |
652,544,766 |
88.51 |
652,447,353 |
99.99 |
97,413 |
0.01 |
207,519 |
12. |
To re-elect Mr Seamus Keating as a Director |
652,544,766 |
88.51 |
640,707,466 |
98.19 |
11,837,300 |
1.81 |
207,519 |
13. |
To re-elect Mr Danie Meintjes as a Director |
645,955,026 |
87.62 |
642,611,449 |
99.48 |
3,343,577 |
0.52 |
6,797,258 |
14. |
To re-elect Mr Trevor Petersen as a Director |
652,542,691 |
88.51 |
639,472,536 |
98.00 |
13,070,155 |
2.00 |
209,594 |
15. |
To re-appoint PricewaterhouseCoopers LLP as auditor of the Company |
652,545,158 |
88.51 |
646,028,433 |
99.00 |
6,516,725 |
1.00 |
207,127 |
16. |
To authorise the Audit and Risk Committee to determine the remuneration of the auditor |
652,544,645 |
88.51 |
652,259,510 |
99.96 |
285,135 |
0.04 |
207,640 |
17. |
To authorise the Directors to make political donations |
652,428,001 |
88.50 |
548,136,283 |
84.01 |
104,291,718 |
15.99 |
324,284 |
18. |
To authorise the Directors to allot ordinary shares |
652,548,147 |
88.51 |
514,756,732 |
78.88 |
137,791,415 |
21.12 |
204,138 |
|
Special Resolutions |
|
|
|
|
|
|
|
19. |
To authorise the Directors to dis-apply statutory pre-emption rights |
652,544,590 |
88.51 |
569,519,112 |
87.28 |
83,025,478 |
12.72 |
207,695 |
20. |
To authorise the Directors to dis-apply pre-emption rights for purposes of acquisitions or capital investments |
652,544,589 |
88.51 |
568,339,245 |
87.10 |
84,205,344 |
12.90 |
207,695 |
21. |
To approve the calling of general meetings on not less than 14 days' clear notice (other than annual general meetings) |
652,544,849 |
88.51 |
608,821,495 |
93.30 |
43,723,354 |
6.70 |
207,436 |
VOTES OF SHAREHOLDERS EXCLUDING THE CONTROLLING SHAREHOLDER ON ELECTION AND RE-ELECTION OF INDEPENDENT NON-EXECUTIVE DIRECTORS
|
Ordinary Resolutions |
Total Shares Voted |
% of Issued Share Capital Voted |
Votes For |
% |
Votes Against |
% |
Votes Withheld |
4. |
To elect Dr Anja Oswald as a Director |
324,050,878 |
79.28 |
312,220,732 |
96.35 |
11,830,146 |
3.65 |
203,519 |
8. |
To re-elect Dr Muhadditha Al Hashimi as a Director |
324,045,433 |
79.28 |
323,944,769 |
99.97 |
100,664 |
0.03 |
208,964 |
10. |
To re-elect Mr Alan Grieve as a Director |
317,567,323 |
77.69 |
312,763,204 |
98.49 |
4,804,119 |
1.51 |
6,687,074 |
11. |
To re-elect Dr Felicity Harvey as a Director |
324,046,878 |
79.28 |
323,949,465 |
99.97 |
97,413 |
0.03 |
207,519 |
12. |
To re-elect Mr Seamus Keating as a Director |
324,046,878 |
79.28 |
312,209,578 |
96.35 |
11,837,300 |
3.65 |
207,519 |
14. |
To re-elect Mr Trevor Petersen as a Director |
324,044,803 |
79.28 |
310,974,648 |
95.97 |
13,070,155 |
4.03 |
209,594 |
Notes:
1. |
Any proxy appointments giving discretion to the Chairman of the Meeting 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 24 July 2019 was 737 243 810 ordinary shares of 10 pence each. Ordinary shareholders are entitled to one vote per ordinary share held. |
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, 8, 10 to 12 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. |
Statement regarding voting results
The Board notes that while Resolutions 2 and 18 were passed with a majority of 71.44% and 78.88% respectively, a number of our shareholders opposed these resolutions.
The views of all shareholders are important to us and we are disappointed in this outcome. We will reflect carefully on the different feedback already received and continue to engage with shareholders on this important issue, to understand more fully the reasons for their position.
We will publish an update on that engagement within six months of the AGM. In the meantime, the Board notes that as indicated in our 2019 Annual Report, we expect to seek shareholder approval for a new Directors' Remuneration Policy at our AGM in 2020 in line with the normal cycle for renewal and taking into consideration investors' feedback.
Additionally, the voting outcome on Resolution 18 reflects the prevailing institutional voting policies in South Africa. As a company with a primary premium listing on the London Stock Exchange, the Board considers it appropriate to seek authorities in line with the UK Investment Association's Share Capital Management Guidelines, which provide the Company with greater flexibility to respond to market developments and business opportunities as they arise. Many of our South African institutional investors understand the Company's position but they operate under mandates that do not allow them to support this level of flexibility. We will continue to engage with our South African shareholders on this topic; however in view of the marked differences between UK and South African market practice in this area, it is likely that there will continue to be significant votes against this resolution (and, as a consequence, the resolutions regarding the disapplication of pre-emption rights).
In accordance with paragraph 9.6.2 of the Listing Rules, a copy of the resolutions passed at the meeting has been submitted to the National Storage Mechanism and will shortly be available for inspection at http://www.morningstar.co.uk/uk/NSM.
The complete poll results and details of proxy votes lodged before the AGM will be available shortly on the Investor Relations section of the Company's website at http://ir.mediclinic.com.
About Mediclinic International plc
Mediclinic is an 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.
The Group's core purpose is to enhance the quality of life by way of appropriate healthcare services.
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.
Mediclinic comprises 77 hospitals, five sub-acute hospitals, 13 day case clinics and 21 outpatient clinics. Hirslanden operates 18 hospitals, two day case clinics and three outpatient clinics in Switzerland with more than 1 900 inpatient beds; Mediclinic Southern Africa operates 52 hospitals, five sub-acute hospitals and 9 day case clinics with more than 8 500 inpatient beds; and Mediclinic Middle East operates seven hospitals, two day case clinics and 21 outpatient clinics with more than 900 inpatient beds in the United Arab Emirates.
The Company's primary listing is on the London Stock Exchange ("LSE") in the United Kingdom, 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 United Kingdom and listed on the LSE.
For further information, please contact:
Company Secretary, Link Company Matters Limited
Jayne Meacham / Caroline Emmet
+44 (0)20 7954 9569
Investor Relations, Mediclinic International plc
James Arnold, Head of Investor Relations
ir@mediclinic.com
+44 (0)20 3786 8181
Media queries
FTI Consulting
Brett Pollard/Debbie Scott - 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
Joint corporate brokers: Morgan Stanley & Co International plc and UBS Investment Bank
JSE Ltd sponsor: Rand Merchant Bank (A division of FirstRand Bank Ltd)
NSX sponsor: Simonis Storm Securities (Pty) Ltd