NMC.L Regulatory News (NMC)

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")

Publication of Circular and notice of General Meeting

On 14 December 2016, the Company announced that it had agreed terms with Gulf Medical Projects Company ("GMPC") for the acquisition of GMPC's Al Zahra Hospital in Sharjah as well as certain land and buildings currently used by the Al Zahra Hospital, subject to certain conditions and approvals (the "Acquisition").

The Company is pleased to announce that a circular in relation to the Acquisition (the "Circular") has been published and is being posted to shareholders today. The Circular has been prepared in accordance with the Listing Rules of the Financial Conduct Authority.

The Acquisition is subject to and conditional on the approval of the Company's shareholders and, accordingly, the Circular contains a notice convening a General Meeting which will take place at 12.00p.m. on 29 December 2016, at the offices of Allen & Overy LLP, One Bishops Square, London, E1 6AD.

The Circular and notice of general meeting have been approved by the UK Listing Authority and submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM. The Circular will also shortly be available to view or download on the Company's website http://www.nmchealth.com.

Expected timetable of principal events

Future times and dates are indicative only and are subject to change by the Company. If the expected timetable of events changes from the above, the Company will release an announcement to this effect.

All references to time are to London time.

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

J.P. Morgan Cazenove (Lead Financial Adviser to NMC Healthcare LLC, Sponsor, Joint Bookrunner and Joint Corporate Broker)

+44 (0)20 7742 4000

Sjoerd Leenart

James Mitford

Alex Bruce

Standard Chartered Bank (Lead Financial Adviser to NMC Healthcare LLC)

+971 (0)4 508 3410

Arnab Chatterjee

Muhannad Mukahall

Joelle Korban

HSBC (Financial Adviser to NMC, Joint Bookrunner and Joint Corporate Broker)

+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 (the "UAE"), 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.

Disclaimer

This announcement does not constitute or form part of any offer to sell or issue or the solicitation of an offer to buy or subscribe for shares offered in the Placing (the "Placing Shares") in Australia, Canada, Japan or South Africa or in any jurisdiction in which such offer or solicitation is or may be unlawful and the information contained herein is not for publication or distribution in Australia, Canada, Japan or South Africa or any jurisdiction in which such publication or distribution is unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not constitute or form part of any offer to sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in the United States (including its territories and possessions, any State of the United States and the District of Columbia). This announcement is not for publication or distribution, directly or indirectly, in or into the United States. The Placing Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. No public offering of Placing Shares is being made in the United States.

J.P. Morgan Limited (which conducts its UK investment banking activities under the marketing name, J.P. Morgan Cazenove), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial advisor to the NMC Healthcare LLC (the "Purchaser") and for no one else in connection with the proposed acquisition and loan financing referred to in this document and is not, and will not be, responsible to anyone other than NMC for providing the protections afforded to clients of J.P. Morgan Limited, nor for providing advice in connection with any of the matters described in this document.

J.P. Morgan Securities plc (which conducts its UK investment banking activities under the marketing name, J.P. Morgan Cazenove), which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the Prudential Regulatory Authority and by the Financial Conduct Authority, is acting as sole sponsor and joint bookrunner for NMC and for no-one else in connection with the proposed acquisition and placing referred to in this document and is not, and will not be, responsible to anyone other than NMC for providing the protections afforded to clients of J.P. Morgan Securities plc, nor for providing advice in connection with any of the matters described in this document.

Standard Chartered Bank, acting through its Dubai International Financial Centre branch ("SCB DIFC"), is acting as financial adviser to the Purchaser and for no one else in connection with the proposed acquisition and loan financing referred to in this document and is not, and will not be, responsible to anyone other than the Purchaser for providing the protections afforded to clients of Standard Chartered Bank, nor for providing advice in connection with the placing described in this document. Standard Chartered Bank is authorised by the Prudential Regulation Authority and regulated by the Prudential Regulation Authority in the United Kingdom and by the Financial Conduct Authority. SCB DIFC, having its offices at Building 1, Gate Precinct, P.O. Box 999, Dubai, UAE, is a branch of Standard Chartered Bank and is regulated by the Dubai Financial Services Authority.

HSBC Bank plc, which is authorised by the Prudential Regulation Authority in the United Kingdom and regulated in the United Kingdom by the Prudential Regulation Authority and by the Financial Conduct Authority, is acting as joint bookrunner for NMC and for no one else in connection with the Placing and is not, and will not be, responsible to anyone other than NMC for providing the protections afforded to clients of HSBC Bank plc, nor for providing advice in connection with any of the matters described in this announcement.

HSBC Bank Middle East Limited (together with HSBC Bank plc, "HSBC"), which is authorised and regulated by the Dubai Financial Services Authority and by the Central Bank of the United Arab Emirates, is acting as financial adviser to NMC and for no one else in connection with the Acquisition and is not, and will not be, responsible to anyone other than NMC for providing the protections afforded to clients of HSBC Bank Middle East Limited, nor for providing advice in connection with any of the matters described in this announcement.

Each of J.P. Morgan and HSBC is not, and will not be, responsible to anyone other than NMC for providing the protections afforded to its respective clients or for providing advice in relation to the proposed acquisition or any other matters referred to in this announcement. SCB is not, and will not be, responsible to anyone other than the Purchaser for providing the protections afforded to its respective clients or for providing advice in relation to the proposed acquisition or any other matters referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on any Bank (each of J.P. Morgan, Standard Chartered Bank and HSBC a "Bank" and collectively the "Banks") by the Financial Services and Markets Act 2000, each Bank accepts no responsibility whatsoever and makes no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, fairness, sufficiency, completeness or verification or for any other statement made or purported to be made by it, or on their behalf, in connection with NMC, the Purchaser, the Placing or the Acquisition, and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. Each Bank accordingly disclaims to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any such statement.

Certain information contained in this document constitutes "forward-looking statements," which can be identified by the use of terms such as "may", "will", "should", "expect", "anticipate", "project", "estimate", "intend", "continue", "target" or "believe" (or the negatives thereof) or other variations thereon or comparable terminology. Such statements express the intentions, opinions, or current expectations of NMC with respect to possible future events and are based on current plans, estimates and forecasts which NMC has made to the best of its knowledge, but which do not claim to be correct in the future. Due to various risks and uncertainties, actual events or results or actual performance of NMC may differ materially from those reflected or contemplated in such forward-looking statements. No assurances can be given that the forward-looking statements in this announcement will be realised. As a result, recipients should not rely on such forward-looking statements. Subject to compliance with applicable law and regulations, NMC undertakes no obligation to update these forward-looking statements. No representation or warranty is made as to the reasonableness of such forward-looking statements. No statement in this document is intended to be nor may be construed as a profit forecast.

No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings per ordinary share for the current or future financial years would necessarily match or exceed the historical published earnings per ordinary share.

Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information which has not been independently verified by NMC or either of the joint bookrunners. 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 J.P. Morgan, HSBC 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.

The distribution of this announcement and the Placing and/or offering or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by NMC, the Banks or any of their respective affiliates that would, or which is intended to, permit (i) an offer of the Placing Shares in any jurisdiction or (ii) possession or distribution of this announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by NMC and the Banks to inform themselves about and to observe any restrictions.