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Cautionary: Restructuring of interest in Mediclinic Holdings and summary of Mediclinic Holdings interim results
REMGRO LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1968/006415/06
ISIN: ZAE000026480
JSE and A2X share code: REM
("Remgro" or "the Company")
CAUTIONARY ANNOUNCEMENT REGARDING A POTENTIAL RESTRUCTURING OF INTERESTS
IN MEDICLINIC HOLDINGS AND SUMMARY OF MEDICLINIC HOLDINGS RESULTS FOR THE
SIX MONTHS ENDED 30 SEPTEMBER 2025
1. INTRODUCTION
Shareholders of Remgro ("Remgro Shareholders") are advised that the Company, which jointly
owns Mediclinic Holdings Limited (previously Manta Bidco Limited) ("Mediclinic Holdings") with
MSC Mediterranean Shipping Company SA through its wholly owned subsidiary Investment
Holding Limited S.à.r.l ("IHL"), has reached an in-principle, non-binding agreement with IHL
regarding a proposed restructuring of their respective interests in Mediclinic Holdings (the
"Potential Transaction").
The purpose of this cautionary announcement is to provide Remgro Shareholders with
information regarding the Potential Transaction and its potential effect on Remgro and Remgro
Shareholders. A summary of Mediclinic Holdings' financial results for the six months ended
30 September 2025 is also provided. Mediclinic Holdings' financial results, including divisional
results and reconciliations ("Mediclinic Holdings Abridged Results"), can be accessed at the
following link on Remgro's website https://www.remgro.com/investor-centre/mediclinic-
results/.
2. OVERVIEW OF AND RATIONALE FOR THE POTENTIAL TRANSACTION
As currently contemplated, the Potential Transaction would result in Remgro acquiring full
ownership of Mediclinic Southern Africa and IHL acquiring full ownership of Hirslanden, being the
Swiss operations of Mediclinic. The parties will then continue to hold their respective joint
interests in the Middle East and Spire Healthcare Group plc businesses.
Over recent years, healthcare delivery has become increasingly shaped by rapidly changing
regulatory, clinical and patient dynamics. The landscape continues to evolve at a faster rate than
ever before, driven by the growing prevalence of chronic diseases, aging populations, and an
exponential expansion in medical knowledge and technology. These forces are creating new
opportunities and expectations for quality and breadth of services, while intensifying pricing and
regulatory pressures across markets. As a consequence, Remgro and IHL believe that assuming
ownership in their respective home markets will enhance strategic and operational alignment
and drive agility in response to market dynamics.
The Potential Transaction will align ownership and leadership more closely with their respective
home markets, enabling both Remgro and IHL to tailor their respective clinical and operational
strategies to local market dynamics and patient needs. This also better positions both businesses
to unlock value through their strengthened local partnerships and brand presence, deepening
trust with patients, clinicians, and regulators and to drive sustainable growth through greater
operational focus.
Remgro and IHL remain strongly aligned in their common desire to invest for the long-term in the
private healthcare sector broadly and to realise the potential of Mediclinic's network of hospitals,
clinics and other facilities. As such, Remgro and IHL will maintain their joint interests in the
Middle East, a region that continues to represent a compelling opportunity for joint growth and
collaboration. This will solidify the partnership between Remgro and IHL, presenting the business
with a shareholding foundation to continue its growth trajectory in the UAE. It will also allow both
parties to combine their complementary expertise and resources to serve a rapidly expanding
and diverse healthcare market, demonstrating that while local focus is critical to operational
excellence, collaboration remains key to global opportunity.
The in-principle, non-binding agreement envisages a 1:1 equity value exchange ratio of Mediclinic
Southern Africa and Hirslanden, subject to, among other things, finalisation of the transaction
steps and quantification of any transition costs. This exchange ratio contemplates that bank
borrowings remain ringfenced within South Africa and Switzerland, respectively, as set out in the
Mediclinic Holdings results. The 1:1 exchange ratio and exchange rates used to determine the
exchange ratio approximates the relative values included in Remgro's INAV as of 30 June 2025.
The implied enterprise value to EV/EBITDA multiple, as determined in local currency based on
Mediclinic Holdings' last twelve-month results to 30 September 2025, is 6.3x for Mediclinic
Southern Africa and 9.4x for Hirslanden.
The Potential Transaction, if successfully concluded, is expected to be a Category 2 transaction,
as defined in the JSE Listings Requirements, for Remgro. Should the Potential Transaction be
successfully concluded, it may have a material effect on the price of Remgro's securities.
The interests of employees have been and continue to be carefully considered, and the Potential
Transaction will be structured with a view to ensuring continuity and stability for Mediclinic
employees and patients. Aligned with Mediclinic and its shareholders' values which have patients
and employees at its core, every effort will be made to accommodate all employees within the
future structures and to explore reasonable alternatives.
As the engagements continue, Mediclinic's focus will remain on maintaining the quality and
continuity of care, operational stability, and transparent communications, ensuring that services
to patients and communities continue without disruption. It is also envisaged that all governance
and oversight structures will remain unchanged until the Potential Transaction is implemented,
and day-to-day operations will continue as normal with Mediclinic's patients, employees, and
partners remaining their highest priority.
The Potential Transaction is subject to ongoing engagement between Remgro and IHL and
remains subject to finalisation of negotiations and the conclusion of definitive and binding
transaction agreements, as well as the fulfilment or waiver of the other conditions precedent
outlined below.
3. CONDITIONS PRECEDENT
The implementation of the Potential Transaction will be subject to the fulfilment or waiver (to the
extent legally permissible) of customary conditions precedent, including but not limited to:
• the parties entering into definitive and binding transaction implementation and other
relevant agreements;
• any applicable third party consents in terms of contractual agreements entered into by
Mediclinic Holdings or its subsidiaries, including, but not limited to, financing
agreements;
• regulatory approvals in relevant jurisdictions;
• approval by the boards of each of Remgro and IHL; and
• any further conditions as may be agreed between the parties.
Further details regarding the applicable conditions precedent will be provided in subsequent
announcements as negotiations regarding the Potential Transaction progress.
4. CAUTIONARY
As negotiations are ongoing and remain subject to finalisation, Remgro Shareholders are advised
that, if successfully concluded, the Potential Transaction may have a material effect on the price
of Remgro's securities. Accordingly, Remgro Shareholders are advised to exercise caution when
dealing in their Remgro securities until a full announcement is made.
5. FURTHER ANNOUNCEMENTS
Further announcements will be made as negotiations progress and as required by applicable
laws. All parties are working towards the conclusion of a transaction implementation agreement
early in 2026, at which time the transaction terms, timelines and other relevant information will
be announced. On this basis, and subject to the fulfilment or waiver (where legally permissible)
of the conditions precedent, it is envisaged that the Potential Transaction will be implemented by
the end of the fourth quarter of 2026.
6. SALIENT FEATURES OF MEDICLINIC HOLDINGS RESULTS FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2025
• Mediclinic Holdings delivered pleasing results for the period, reflecting strong revenue
and earnings growth.
• Revenue increased by 10%, driven by underlying volume growth and a favourable
specialty mix.
• Adjusted EBITDA increased by 23%, delivering an EBITDA margin of 15.5% (1H25: 13.8%).
• Adjusted earnings increased by 91%, reflecting the strong operating performance.
• Leverage ratio steady at 3.1x (FY25: 3.1x).
MEDICLINIC HOLDINGS RESULTS
1H26 1H25
$'m $'m Variance(1)
Revenue 2 566 2 337 10%
Adjusted EBITDA(2) 397 323 23%
Operating profit 204 163 26%
Adjusted operating profit(2) 254 166 53%
Earnings(3) 113 80 41%
Adjusted earnings(2)(3) 159 83 91%
Net debt(4)
2 503 2 575
Cash conversion(5) 84% 102%
1 The percentage variances are calculated in unrounded US dollar values and not in millions.
2 Mediclinic Holdings uses adjusted income statement reporting as non-IFRS measures in evaluating
performance and to provide consistent and comparable reporting. Refer to the policy and
'Reconciliations' section on pages 6 to 8 of the Mediclinic Holdings Abridged Results.
3 Earnings refers to earnings attributable to equity holders.
4 Net debt reflects bank borrowings and lease liabilities, net of cash and cash equivalents.
5 Cash conversion, calculated as cash generated from operations as a percentage of adjusted
EBITDA, is used by management to measure cash generation by Mediclinic Holdings.
7. RESULTS COMMENTARY
Mediclinic Holdings delivered pleasing results for the six months ended 30 September 2025,
against the backdrop of a fluid geopolitical landscape and persistently challenging operating
environment. The results were driven by underlying volume growth, particularly in the Middle
East, a favourable specialty mix and continued implementation of the operating model review,
driving performance improvement through efficiency gains.
Revenue increased by 10% at $2 566m (1H25: $2 337m) and 5% in constant currency terms,
driven by strong growth in patient activity across all three divisions and client settings and a
favourable increase in the specialty mix, driving average revenue per admission.
Adjusted EBITDA increased by 23% at $397m (1H25: $323m) and 18% in constant currency terms.
Mediclinic Holdings' adjusted EBITDA margin was 15.5% (1H25: 13.8%), supported by a
combination of revenue growth and cost efficiencies.
A further breakdown of performance at a divisional level can be accessed at the following link on
Remgro's website https://www.remgro.com/investor-centre/mediclinic-results/
Enquiries:
Remgro Investor Relations - investor.relations@remgro.com
The information contained in this announcement has not been reviewed or reported on by
Remgro's independent external auditors.
Stellenbosch, 1 December 2025
JSE equity sponsor: Rand Merchant Bank, a division of FirstRand Bank Limited
Legal adviser to Remgro: Webber Wentzel
Date: 01-12-2025 09:00:00
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