share capital AND Shareholders
The Company’s ordinary issued share capital as at 31 March 2018 was 737 243 810 ordinary shares of £0.10 each which have a primary listing on the LSE and secondary listings on the JSE in South Africa and the NSX in Namibia. The ordinary share class represents 100% of the Company’s total issued share capital. Further information on the Company’s issued share capital can be found in note 13 to the Consolidated Financial Statements.
There are no known arrangements under which financial rights are held by a person other than the holder of the shares.
Shares acquired through the Company’s share schemes and plans rank equally with the other shares in issue and have no special rights. Further details on the Company’s employee share scheme are included in the Directors’ Remuneration Report.
Distribution of ordinary shareholders as at 31 March 2018
Acquisition of own shares
At the Company’s annual general meeting on 20 July 2016, it was resolved that the Company was authorised to purchase the 10 subscriber shares of 10 pence per share in the capital of the Company from Astro II SPV at a price of 10 pence per share, which repurchase was concluded in April 2017.
The Company has no intention to complete a market purchase of its ordinary shares and will not seek this authority at the Company’s annual general meeting on 25 July 2018.
Restrictions on the transfer of Company shares
The South African Broad-Based Black Economic Empowerment Act, 53 of 2003, as amended, (the “B-BEE Act”) was enacted to establish a legislative framework for the promotion of broad-based black economic empowerment in South Africa and is intended to encourage transformation by including black people in the economy. It covers aspects such as ownership, management control, skills development, enterprise and supplier development and social-economic development. In 2005, Mediclinic International (RF) (Pty) Ltd (previously Mediclinic International Limited) (“Mediclinic SA”) implemented a black ownership initiative with MP1 Investment Holdings (Pty) Ltd (previously Circle Capital Ventures (Pty) Ltd) (“MP1”) and Phodiso Holdings Limited (“Phodiso”) (collectively, the “Strategic Black Partners”).
Following the combination of Mediclinic SA with Al Noor Hospitals Group plc in February 2016, the Company entered into arrangements with the Strategic Black Partners to formalise the basis on which the Strategic Black Partners hold their shares in the Company, which are materially the same as the arrangements in existence prior to the combination. The arrangements that originally applied to the holdings of the Strategic Black Partners in relation to their shares in Mediclinic SA before completion of the combination continue to apply to their holdings of shares in the Company. The restrictions are:
- in the case of the 24 582 960 shares held by Phodiso through its subsidiary, Mpilo Investment Holdings 2 (RF) (Pty) Ltd (“Mpilo 2”), representing approximately 3.33% of the Company’s issued share capital, disposals of such shares are restricted until 31 December 2018; and
- in the case of the 10 958 206 shares held by MP1 through its subsidiary, Mpilo 1 Newco (RF) (Pty) Ltd (“Mpilo 1”), representing approximately 1.49% of the Company’s issued share capital, disposals of such shares are restricted until 31 December 2019.
The arrangements also contain pre-emptive rights in favour of the Company which provide that, if any of the shares in the Company held by Mpilo 1 or Mpilo 2 are to be offered for sale, the Company will be offered the opportunity to purchase such shares or to nominate another person to purchase such shares, in each case, at a discounted price of, in relation to the Mpilo 1 shares, approximately 5% to the then market value and, in relation to the Mpilo 2 shares, approximately 10%. Any exercise of a right to purchase such shares by the Company itself would require the approval of its shareholders.
Restrictions on voting rights
The Company’s Articles of Association provide that, unless the directors determine otherwise, a shareholder shall not be entitled to vote, either personally or by proxy, at any general meeting of the Company, or to exercise any other right conferred by membership if:
- any call or other sum payable to the Company in respect of that share remains unpaid; or
- such shareholder, having been duly served with a notice to provide the Company with information under section 793 of the UK Companies Act 2006, has failed to do so within 14 days of such notice, for so long as the default continues.
As at year end, and if subsequently changed also as at 23 May 2018, being the last practicable date, the following shareholders notified the Company, in accordance with Disclosure Guidance and Transparency Rules, of their interest of 3% or more in the Company’s issued share capital:
2018 annual general meeting
The Company’s annual general meeting (“AGM”) will take place at 15:00 (British Summer Time) on Wednesday, 25 July 2018 at The Lincoln Centre, 18 Lincoln’s Inn Fields, London, WC2A 3ED, United Kingdom. All ordinary shareholders have the opportunity to attend and vote, in person or by proxy. The Notice of Annual General Meeting can be found on the Investor Relations section of the Company’s website, and is being posted in a separate booklet at the same time as this Annual Report. The notice sets out the business of the meeting and provides explanatory notes on all resolutions. Separate resolutions are proposed in respect of each substantive issue. The AGM is the Company’s principal forum for communication with private shareholders. The Chairman of the Board and the chairmen of the Board committees, together with senior management, will be available to answer shareholders’ questions at the meeting and the directors encourage shareholders to participate at the event.
The Board proposes a final dividend of 4,70 pence per ordinary share for the year ended 31 March 2018 for approval by the Company’s shareholders at the AGM to be held on Wednesday, 25 July 2018. The salient dates for the dividend are as follows:
|Last date to trade cum dividend (SA register)||Tuesday, 12 June 2018|
|First date of trading ex-dividend (SA register)||Wednesday, 13 June 2018|
|First date of trading ex-dividend (UK register)||Thursday, 14 June 2018|
|Record date for final dividend||Friday, 15 June 2018|
|Shareholder approval at annual general meeting (London)||Wednesday, 25 July 2018|
|Final dividend payment date||Monday, 30 July 2018|
The Company’s dividend policy is dealt with in the Financial Review.
The tax treatment of the dividend for shareholders on the South African register are available on the Company’s website. Details of the dividend access trust established for South African resident shareholders are provided in note 13 of the Consolidated Financial Statements on page 208.
The dividends declared by the Company to its ordinary shareholders during the reporting period are summarised below:
The latest share price information can be found on the Company’s website at www.mediclinic.com or through your broker.
Shareholder services and contacts
Enquiries relating to shareholdings, including notification of change of address, queries regarding the loss of a share certificate and dividend payments should be made to the Company’s registrars:
Shareholders on the Southern African register
South African transfer secretary
Computershare Investor Services (Pty) Ltd
Rosebank Towers, 15 Biermann Avenue,
Rosebank, 2196, South Africa
Postal address: PO Box 61051,
Marshalltown, 2107, South Africa
Tel: +27 11 370 5000
Fax: +27 11 688 7716
Namibian transfer secretary
Transfer Secretaries (Pty) Ltd
4 Robert Mugabe Avenue, Windhoek, Namibia
Postal address: PO Box 2401, Windhoek, Namibia
Tel: +264 61 227 647
Fax: +264 61 248 531
Shareholders on the UK register
Computershare Investor Services plc
The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ, United Kingdom
Tel: +44 370 703 6022
Lines are open during normal business hours from 08:30 to 17:30 GMT Monday to Friday and charged at the standard rate. Shareholders can use Computershare’s website to check and maintain their records. Details can be found at www.investorcentre.co.uk/contactus.
Share Dealing Service
Computershare offers a share dealing service which allows UK resident shareholders to buy and sell the Company’s shares. Shareholders can deal in their shares on the internet or by telephone. Please contact Computershare for more details on this service.
If a few shares are held, which low value makes them difficult to sell, you may make a donation to charity through ShareGift, an independent charity share donation scheme. For further details please contact the Computershare or ShareGift at telephone number +44 20 7930 3737 or visit their website at www.sharegift.org.