24 Feb 2020 11:14
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser: | NMC Health plc |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):
| N/A |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:
| NMC Health plc |
(d) Is the discloser the offeror or the offeree? | Offeree |
(e) Date position held:
| 21 February 2020 |
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?
| No
|
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates
Class of relevant security:
| Ordinary shares of 10p each(ISIN: GB00B7FC0762) | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | Nil | - | Nil | - |
(2) Cash-settled derivatives:
| Nil | - | Nil | - |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | Nil | - | Nil | - |
TOTAL: | Nil | - | Nil | - |
Class of relevant security:
| Senior convertible bonds due 2025(ISIN: XS1814568413) | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | Nil | - | Nil | - |
(2) Cash-settled derivatives:
| Nil | - | Nil | - |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | Nil | - | Nil | - |
TOTAL: | Nil | - | Nil | - |
(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription right exists: | N/A |
Details, including nature of the rights concerned and relevant percentages: | N/A |
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
3(a) Interests in NMC Health plc ordinary shares held by directors of NMC Health plc and their close relatives and related trusts (excluding options and awards set out below)
Notes: (1) Based on 208,703,861 shares in issue on 21 February 2020. (2) Shares held beneficially for H.J. Mark Tompkins, Sarah Tompkins and a family trust. (3) 4,500 shares held beneficially for Marion Bomford.
3(b) Options and awards held by directors of NMC Health plc in NMC Health plc ordinary shares
Prasanth Manghat, CEO
Long Term Incentive Plan
Deferred Share Bonus Plan
3(c) Interests in NMC Health plc senior convertible bonds due 2025 held by directors of NMC Health plc and their close relatives and related trusts
Note: (1) $360,000,000 in total nominal amount.
Note: NMC's advisers are in discussions with the Panel regarding whether any of NMC's substantial shareholders and/or former directors are presumed to be acting in concert with NMC for the purposes of the Code. Pending the outcome of those discussions, the Panel has confirmed that the Centurion Investors, on the one hand, and Dr B R Shetty and his connected persons, on the other hand, are required to publish their own Opening Position Disclosures. |
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: |
None
|
(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: |
None
|
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) | No |
Supplemental Form 8 (SBL) | No |
| Date of disclosure: | 24 February 2020 |
| Contact name: | Simon Watkins, Group Company Secretary |
| Telephone number: | +44 20 3205 7314 |