Our corporate/M&A team led work on a highly-complex reverse take-over of/reverse listing into Al Noor Hospitals plc (Al Noor), an LSE-listed hospital group with operations in the Middle East. As part of the transaction, the enlarged and re-branded Al Noor inwardly listed on the JSE and the NSX. This resulted in unique securities regulatory challenges in South Africa. It was the first time in many years that a major South African-listed company was permitted by the South African Reserve Bank to in effect relocate its primary listing and head office offshore, and to simultaneously transfer its non-South African operations to the offshore listed vehicle.
The separate involvement of major shareholder, Remgro Limited in the transaction at the Al Noor level created additional regulatory complexity both in the UK and in South Africa. This required extensive engagement with UK Panel and the South African Takeover Regulation Panel. From an Al Noor perspective, the deal structuring was unique, as it was in effect the target and the transaction therefore involved a cash option and a tender offer to Al Noor shareholders, and two related Court-sanctioned capital reductions. From a Mediclinic perspective, the structuring in South Africa was equally unique, as it involved a scheme of arrangement in which shareholders were able to elect whether to participate in the transaction via a share exchange or a share repurchase mechanism (which would result in different tax treatment). In the background were complex bridge funding transactions at the Remgro, Mediclinic and Al Noor levels. Further complexity was introduced by the emergence of competing suitors for Al Noor in the UK.
This was a landmark transaction for South Africa both in terms of its complexity and in relation to the value added for the client. It was short-listed for DealMakers' Deal of the Year 2015.
The resultant rebranded LSE-listed Mediclinic International plc was included in the FTSE 100 index, and the transaction resulted, immediately upon its conclusion, in a circa 30 per cent per share value increase for Mediclinic shareholders, notwithstanding a general decline in markets and a weakening Rand over the transaction period. This transaction commenced in 2015 and was brought to its successful completion in 2016.