TIDMNMC
RNS Number : 8749R
NMC Health Plc
14 December 2016
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA,
JAPAN, SOUTH AFRICA OR ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
14 December 2016
NMC Health plc
(the "Company" or "NMC")
Results of Placing
NMC Health plc, the leading integrated healthcare provider
operating across the United Arab Emirates, is pleased to announce
the successful completion of the placing announced 14 December 2016
(the "Placing").
A total of 18,571,428 new ordinary shares in the Company (the
"Placing Shares") have been placed by joint bookrunners HSBC Bank
plc ("HSBC") and J.P. Morgan Securities plc (which conducts its UK
investment banking activities as J.P. Morgan Cazenove) ("J.P.
Morgan Cazenove" and together with HSBC, the "Bookrunners"), at a
price of 1,375 pence per Placing Share (the "Placing Price"),
raising proceeds of approximately US$324.4 / GBP 255.4 million
(before expenses).
The Placing Price represents a discount of 5.0 per cent. to the
closing price on 13 December 2016 and a discount of 2.2 per cent.
to the intra-day price at 13:06 (being the time the Placing Price
was agreed). The net placing price of approximately 1,343 pence per
Placing Share to be received by the Company after expenses directly
attributable to the Placing represents a discount of approximately
4.5 per cent. to that intra-day price.
As part of the placing, each of Dr. B. R Shetty, H.E. Saeed Bin
Butti and Khalifa Bin Butti and Infinite Investment LLC (which is
an associate of H.E. Saeed Bin Butti and Khalifa Bin Butti), which
at last notice individually controlled more than 10 per cent of the
Company's outstanding share capital have committed to subscribe for
9,732,847 Placing Shares in aggregate for a total consideration of
approximately US$170.0 / GBP 133.8 million. The transactions by
each of Dr. B. R Shetty, H.E. Saeed Bin Butti, Khalifa Bin Butti
and Infinite Investment LLC constitute smaller related party
transactions under Listing Rule 11.1.10R:
Total consideration for committed Placing Shares
Name Number of committed Placing Shares (US$m)
----------------------------------- ------------------------------------------------------
Dr. B. R. Shetty 4,007,643 70.0
H.E. Saeed Bin Butti 2,880,083 50.3
Khalifa Bin Butti 1,636,719 28.6
Infinite Investment LLC 1,208,402 21.1
Applications will be made for the Placing Shares to be admitted
to the premium listing segment of the Official List of the
Financial Conduct Authority and to trading on the main market for
listed securities of London Stock Exchange plc (together
"Admission"). It is expected that Admission will take place at
8.00am on 16 December 2016 at which time dealings in the Placing
Shares will commence.
The new ordinary shares will, when issued, be credited as fully
paid and rank pari passu in all aspects with the existing ordinary
shares of 10 pence each in the capital of the Company including the
right to receive all future dividends and distributions declared,
made or paid.
Enquiries:
NMC Health plc
Prasanth Manghat, Deputy Chief Executive Officer
+971 (0)50 522 5648
Suresh Krishnamoorthy, Chief Financial Officer
+971 (0)50 591 5365
Roy Cherry, Head of Strategy & Investor Relations
+971 (0)50 667 0184
Joint Corporate Brokers and Joint Bookrunners:
J.P. Morgan Cazenove
+44 (0)20 7742 4000
James Mitford
Charles Pretzlik
Alex Bruce
HSBC
+44 (0)20 7991 8888
Stuart Dickson
Richard Fagan
Rahul Khanna
Media:
FTI Consulting, London
Matthew Cole
+44 (0)20 3727 1101
FTI Consulting, Gulf
Shane Dolan
+971 (0)4 437 2100
About NMC Health
The NMC group (the "Group") is the leading private sector
healthcare operator in the United Arab Emirates, with a nation-wide
network of hospitals and operations in the country since 1975. The
Group currently operates or manages eight hospitals, two day-care
patient centres, nine medical centres and fifteen pharmacies. In
addition, the Group owns and operates Clinica Eugin in Barcelona,
Spain - one of the leading fertility treatment centres globally.
NMC also owns a 51 per cent. shareholding in Fakih IVF Group, the
Middle East market leader for in-vitro fertilisation ("IVF")
services. Moreover, NMC also owns and operates Americare Group, the
leading home care provider in the UAE as well as ProVita, the
pioneering provider of long-term medical care, also in the UAE. The
enlarged company received almost 3.2 million patients in 2015. The
Group is also a leading UAE supplier of products and consumables
across several key market segments, with the major contribution
coming from healthcare related products. The Group reported
revenues of US$880.9 million for the year ended 31 December
2015.
In April 2012 NMC was listed on the Premium Segment of the
London Stock Exchange. NMC is a constituent of the FTSE 250
Index.
IMPORTANCE NOTICE
This announcement (together, the "Announcement") and the
information contained in it is restricted and is not for
publication, release or distribution, in whole or in part, directly
or indirectly, in, into or from the United States (including its
territories and possessions, any state of the United States and the
District of Columbia, together the "United States"), Australia,
South Africa or Japan or any other state or jurisdiction in which
publication, release or distribution would be unlawful, restricted
or unauthorised (each a "Restricted Territory"). This Announcement
is for information purposes only and does not constitute an offer
to sell or issue, or the solicitation of an offer to buy, acquire
or subscribe for shares in the capital of NMC Health plc (the
"Company") in any Restricted Territory or any other state or
jurisdiction in which such offer or solicitation is not authorised
or to any person to whom it is unlawful to make such offer or
solicitation. Any failure to comply with these restrictions may
constitute a violation of the securities laws of such
jurisdictions. Subject to certain exemptions, the securities
referred to in this Announcement may not be offered or sold in any
Restricted Territory or for the account or benefit of any national
resident or citizen of any Restricted Territory. The Placing Shares
have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "Securities Act") or with
any securities regulatory authority of any state or other
jurisdiction of the United States and may not be offered, sold or
transferred, directly or indirectly, within the United States
except pursuant to registration under the Securities Act or an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with any applicable securities laws of any state or other
jurisdiction of the United States. The Placing Shares are being
offered and sold in the United States only to a limited number of
"qualified institutional buyers" ("QIBs") in reliance on Rule 144A
under the Securities Act or another exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and are being offered and sold outside the United
States in offshore transactions in accordance with Regulation S
under the Securities Act. No public offering of the shares referred
to in this Announcement is being made in the United States, United
Kingdom, any Restricted Territory or elsewhere.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by HSBC
Bank plc ("HSBC"), J.P. Morgan Securities plc (which conducts its
UK investment banking business under the name J.P. Morgan
Cazenove), ("JPMC" and, together with HSBC, the "Bookrunners") or
by any of their respective affiliates or agents as to or in
relation to, the accuracy or completeness of this Announcement or
any other written or oral information made available to or publicly
available to any interested party or its advisers, and any
liability therefore is expressly disclaimed.
Each of HSBC and JPMC is authorised by the Prudential Regulation
Authority (the "PRA") and regulated by the PRA and the Financial
Conduct Authority in the United Kingdom. The Bookrunners are acting
solely for the Company and no one else in connection with the
Placing and they will not be responsible to anyone other than the
Company for providing the protections afforded to their clients nor
for providing advice in relation to the Placing and/or any other
matter referred to in this Announcement. Apart from the
responsibilities and liabilities, if any, which may be imposed on
the Bookrunners by the UK Financial Services and Markets Act 2000
or by the regulatory regime established under it, none of the
Bookrunners or any of their respective affiliates accepts any
responsibility whatsoever for the contents of the information
contained in this Announcement or for any other statement made or
purported to be made by or on behalf of any of the Bookrunners or
any of their respective affiliates in connection with the Company,
the Placing Shares or the Placing. The Bookrunners and their
respective affiliates accordingly disclaim all and any liability,
whether arising in tort, contract or otherwise (save as referred to
above) in respect of any statements or other information contained
in this Announcement and no representation or warranty, express or
implied, is made by any
of the Bookrunners or any of their respective affiliates as to
the accuracy, completeness or sufficiency of the information
contained in this Announcement.
The distribution of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company or the Bookrunners that
would permit an offering of such shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company and
the Bookrunners to inform themselves about, and to observe, such
restrictions.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction, or
disclosure of this information in whole or in part is unauthorised.
Failure to comply with this directive may result in a violation of
the Securities Act or the applicable laws of other
jurisdictions.
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future events. These
statements, which sometimes use words such as "aim", "anticipate",
"believe", "intend", "plan", "estimate", "expect" and words of
similar meaning, reflect the directors' beliefs and expectations
and involve a number of risks, uncertainties and assumptions that
could cause actual results and performance to differ materially
from any expected future results or performance expressed or
implied by the forward-looking statement. Statements contained in
this Announcement regarding past trends or activities should not be
taken as a representation that such trends or activities will
continue in the future. The information contained in this
Announcement is subject to change without notice and, except as
required by applicable law, the Company does not assume any
responsibility or obligation to update publicly or review any of
the forward-looking statements contained in it. You should not
place undue reliance on forward-looking statements, which speak
only as of the date of this Announcement. No statement in this
Announcement is or is intended to be a profit forecast or profit
estimate or to imply that the earnings of the Company for the
current or future financial years will necessarily match or exceed
the historical or published earnings of the Company. The price of
shares and the income from them may go down as well as up and
investors may not get back the full amount invested on disposal of
the shares.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the London
Stock Exchange plc.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEAKQDQPBDDBBD
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December 14, 2016 10:44 ET (15:44 GMT)
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