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Circular Relating to Mediclinic Combination

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Circular Relating to Mediclinic Combination NOTICE IMPORTANT: You must read the following before continuing. The following applies to the document following this notice, whether received by email or otherwise received as a result of electronic communication. You are advised to read this disclaimer carefully before reading, accessing or making any other use of the document. In accessing the document, you agree to be bound by the following terms and conditions, including any modifications to them, each time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE FOLLOWING DOCUMENT MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE U.S. SECURITIES ACT OF 1933 (THE ‘‘SECURITIES ACT’’) OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. The tender offer described in the following document (the ‘‘Tender Offer’’) relates to securities of a non-U.S. company that is subject to the disclosure requirements, rules and practices applicable to companies listed in the UK, which differ from those of the United States in certain material respects. The following document has been prepared in accordance with UK style and practice for the purpose of complying with English law and the Listing Rules, and U.S. shareholders should read the entire document. The Tender Offer is not subject to or is exempt from the disclosure and procedural requirements of Regulation 14D under the U.S. Securities Exchange Act 1934 (the ‘‘Exchange Act’’). Furthermore, the payment and settlement procedure with respect to the Tender Offer will comply with the relevant UK rules, which may differ from payment and settlement procedures customary in the United States, particularly with regard to the payment date of consideration. The Tender Offer will be made in the United States in accordance with the requirements of Regulation 14E under the Exchange Act to the extent applicable. U.S. shareholders should note that the shares are not listed on a U.S. securities exchange and Al Noor Hospitals Group plc is not subject to the periodic reporting requirements of the Exchange Act and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the ‘‘SEC’’) thereunder. The Tender Offer has not been approved by the SEC or by the securities regulatory authority of any state or of any other United States jurisdiction, nor has the SEC or any such securities regulatory authority passed upon the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States. You are reminded that the following document has been delivered to you on the basis that you are a person into whose possession the document may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorized to, deliver the document to any other person. Under no circumstances shall the document constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The document has been made available to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Sponsors or Financial Advisors, any person who controls the Sponsors or Financial Advisors, or any of their respective directors, officers, employees or agents accepts any liability or responsibility whatsoever in respect of any difference between the document distributed to you in electronic format and the hard copy version available to you. THIS DOCUMENT AND ANY ACCOMPANYING DOCUMENTS ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000 (the ‘‘FSMA’’) if you are in the United Kingdom or, if not, from another appropriately authorised financial adviser. If you have sold or otherwise transferred all of your Shares, please send this document, together with the other accompanying documents, at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. However, such documents should not be forwarded, distributed or transmitted (in whole or in part) in, into or from any jurisdiction in which such act would carry a significant risk of civil, regulatory or criminal exposure in such jurisdiction. If you have sold or otherwise transferred part only of your holding of Shares, please consult the stockbroker, bank or other agent through whom the sale or transfer was effected. 12NOV201511451991 AL NOOR HOSPITALS GROUP PLC (to be renamed Mediclinic International plc) (incorporated in England and Wales under the Companies Act 2006 with registered number 08338604) Recommended Combination with Mediclinic International Limited Approval for Waiver of Obligations under Rule 9 of the City Code on Takeovers and Mergers Reduction of Capital Tender Offer to cancel Existing Shares and Notice of General Meeting A prospectus relating to the Company, the Enlarged Group, the Combination and Admission, prepared in accordance with the Prospectus Rules, has been published and is available on Al Noor’s website at www.alnoorhospital.com. Alternatively, Al Noor Shareholders may, subject to applicable securities laws, request a copy of the Prospectus from the Registrars by telephoning 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9:00 a.m. and 5:30 p.m. (London time), Monday to Friday, excluding public holidays in England and Wales. Please note that Capita Asset Services cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. If such a request is made, a copy of the Prospectus shall be sent to the relevant person in hard copy form as soon as possible and in any event within two business days of the request being received by the relevant party. This document should be read as a whole and in conjunction with the Prospectus and the information incorporated by reference from the Prospectus. Your attention is drawn to the letter from the Chairman of the Company which is set out on pages 8 to 25 of this document and which recommends you to vote in favour of the Resolutions to be proposed at the General Meeting referred to below. The Shares are admitted to the premium listing segment of the Official List maintained by the Financial Conduct Authority and to trading on the main market for listed securities of the London Stock Exchange. As the Combination is classified as a reverse takeover for the purpose of the Listing Rules, upon Completion, the listing of the Existing Shares on the premium listing segment of the Official List maintained by the Financial Conduct Authority will be cancelled and, simultaneously, application will be made for the readmission of the Existing Shares and admission of the New Shares to the premium listing segment of the Official List maintained by the Financial Conduct Authority and to trading on the main market for listed securities of the London Stock Exchange. Subject to the satisfaction or waiver of the conditions, it is currently expected that Admission will become effective and dealings in the Shares will commence at 8:00 a.m. on the Closing Date. An application will be made for an inward secondary listing of the New Shares on the main board of the Johannesburg Stock Exchange. The secondary listing of the Enlarged Group on the Johannesburg Stock Exchange is expected to become effective on 1 February 2016. It is also intended, subject to compliance with the relevant regulatory procedures, to procure a secondary listing of the New Shares on the Namibian Stock Exchange, either simultaneously with the inward secondary listing on the Johannesburg Stock Exchange referred to above or as soon as practicable thereafter. Notice of a General Meeting of the Company to be held at the offices of Linklaters LLP, at One Silk Street, London EC2Y 8HQ at 9:00 a.m. on Tuesday, 15 December 2015 is set out at the end of this document. A Form of Proxy for use at the General Meeting is enclosed and, to be valid, should be completed, signed and returned so as to be received by the Company’s registrars, Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible but, in any event, so as to arrive no later than 9:00 a.m. on 11 December 2015 or the earlier of two business days or 48 hours before the date of any adjournment meeting. If you hold Existing Shares in CREST, you may appoint a proxy by completing and transmitting a CREST Proxy Instruction to the Registrars, Capita (under CREST Participant ID RA10), so that it is received at the latest by 9:00 a.m. on 11 December 2015 or the earlier of two business days or 48 hours before the date of any adjournment meeting. If you would like to submit your proxy vote electronically, you can do so by visiting www.capitashareportal.com.
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