Finseta Regulatory News (FIN)

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014.

30 March 2020

Finablr PLC ("Finablr" or the "Company")

Auditor Resignation and Board Changes

Auditor Resignation

The Company announces that it has been notified by Ernst & Young LLP ("EY") of their resignation as auditor of the Company. In their letter of resignation, EY cited "concerns arising out of recent events at the Company and NMC Health plc…the composition of the Board of the Company, the adequacy of corporate governance concerns and the recent issues that have caused the Company to commission an independent review of the Company's financial arrangements, including of related party transactions and on and off- balance-sheet debt".

Prior to their resignation, EY had communicated to the Company a requirement, as a condition of their continuing to act as auditor of the Company, that a number of changes be made to the composition of the Board. Notwithstanding the Board's continued and further attempts to address questions of Board composition, including through the resignations announced below, the Board was unable to accommodate EY's requirements in full in the time allowed to them and as a result EY confirmed their resignation in writing on the evening of Sunday 29 March.

EY has not provided the Board with any specific allegations or suspicions of wrongdoing, or of any actual or alleged instances of accounting, financial, governance or other irregularities.

Board Changes

The Company also announces that Mr. Abdulrahman Basaddiq and Mr. Bassam Hage resigned as directors of the Company with effect from the evening of Friday 27 March 2020.

Mr. Basaddiq had been appointed as a Non-Executive Director in April 2019 under the terms of the Relationship Agreement between the Company and certain of the Company's major shareholders, including Dr. B.R. Shetty, which permitted such shareholders to appoint a number of nominees to the Board. Mr. Basaddiq was a Non-Executive Director but not considered by the Board to be independent as a result of his being appointed at the request of the Shetty family shareholders.

In his letter of resignation, Mr. Basaddiq stated "I wish to make it clear that I had no knowledge concerning the matters which are the subject of an independent investigation, including the use of cheques, referred to in the Company's announcement of 16 March 2020."

Mr. Hage had served as an independent non-executive Director since his appointment in August 2019. His resignation on Friday 27 March 2020 followed a previous request from EY with respect to governance changes at the Board, including that Mr Hage step down from the Board as a result of possible perceptions that his position on the Audit Committee and the Board may, in the light of his previous career within the Ernst & Young group, prejudice EY's ability to meet applicable independence criteria as auditors of the Company. This view represented a change in EY's position since the point of Mr Hage's appointment, at which time EY had confirmed that they were comfortable that Mr. Hage's appointment as a Director did not have any such prejudicial impact on their independence as auditor. As a result, and in light of Mr. Hage's belief that the independence of the audit process is critical to the Company's current position, Mr. Hage tendered his resignation with immediate effect on 27 March 2020.

END

Enquiries

The Company

Finablr PLC 

Robert Moorhouse, Group Company Secretary +44 7825 213767

Ryan Ayache, Head of Investor Relations +971 2 3073 176

For more information, visit the Finablr website: www.finablr.com