24 Feb 2020 13:07
FORM 8.3
PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY
A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
Rule 8.3 of the Takeover Code (the "Code")
Dr. Bavaguthu Raghuram Shetty ("Dr B.R. Shetty") and his advisers are in the process of carrying out a legal review in order to verify the total interests of Dr B.R. Shetty, his associated family members and his associated family holding companies (together, the "Shetty Group") in NMC Health plc. The information provided in this Opening Position Disclosure sets out Dr B.R. Shetty's present understanding of the interests of the Shetty Group in the relevant securities of NMC Health plc based on information currently available.
Mr Khaleefa Butti Omair Yousif Ahmed Al Muhairi ("Khaleefa Bin Butti") and H.E. Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi ("H.E. Saeed Bin Butti") and their controlled entities have historically comprised a concert party with Dr B.R. Shetty. Pending verification of the interests of the concert parties, the Panel has agreed that interests held by Khaleefa Bin Butti and H.E. Saeed Bin Butti, whether directly or through companies which they own and control, are not required to be aggregated with those of the Shetty Group for the purposes of this Opening Position Disclosure.
1. KEY INFORMATION
(a) Full name of discloser: | Dr Bavaguthu Raghuram Shetty |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named. | |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | NMC Health plc |
(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree: | |
(e) Date position held/dealing undertaken: For an opening position disclosure, state the latest practicable date prior to the disclosure | 23 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? If it is a cash offer or possible cash offer, state "N/A" |
N/A |
2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)
Class of relevant security:
| 10p ordinary | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | 20,470,554(2)(3)(4) (5)(6)(7)(8)(9) | 9.81% | ||
(2) Cash-settled derivatives:
| 7,000,000(10) | 3.35% | ||
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | ||||
TOTAL: | 20,470,544(1) | 9.81% | 7,000,000 | 3.35% |
Notes:
(1) The total of 20,470,544 consolidates the interests explained in notes (2), (3), (4), (5), (8) and (9) below.
BRS Capital
(2) BRS Capital Limited (a company which is 98% owned and controlled by Dr B.R. Shetty, and 2% owned by Binay Shetty) currently holds 3,200,000 Ordinary Shares in a UBS nominee account in the name of BRS Capital Limited. These Ordinary Shares have been included in the total above.
434,296 of these Ordinary Shares were acquired by Binay Shetty, Dr C.R. Shetty and Dr B.R. Shetty in NMC Health plc pursuant to exercised share awards and shares received upon IPO.
Dr B.R. Shetty
(3) As referred to in the "Statement regarding major shareholdings" announcement issued by NMC Health plc on 10 February 2020 (RNS Number: 4572C), Dr B.R. Shetty currently holds 5,141,348 Ordinary Shares in a nominee account with Falcon Private Bank in the name of Dr B.R. Shetty. These Ordinary Shares have been included in the total above.
These Ordinary Shares are subject to a general pledge arrangement given by Dr B.R. Shetty in favour of Falcon Private Bank, which secures facilities made available by Falcon Private Bank to Dr B.R. Shetty from time to time (including a current USD 30,000,000 term loan). The legal review in relation to these arrangements is ongoing.
(4) As referred to in the "Statement regarding major shareholdings" announcement issued by NMC Health plc on 10 February 2020 (RNS Number: 4572C), Dr B.R. Shetty held a further 4,800,000 Ordinary Shares in a separate and unconnected Falcon Private Bank nominee account in the name of Dr B.R. Shetty.
As set out in that announcement, Falcon Private Bank informed Dr B.R. Shetty on 5 February 2020 that it was transferring these Ordinary Shares to First Abu Dhabi Bank, at the instruction of First Abu Dhabi Bank. Dr B.R. Shetty understands that First Abu Dhabi Bank is to hold these Ordinary Shares in a First Abu Dhabi Bank nominee account in the name of Dr B.R. Shetty. Dr B.R. Shetty has been informed by Falcon Private Bank that the transfer was made in connection with security arrangements given by Dr B.R. Shetty in favour of First Abu Dhabi Bank, and that those security arrangements relate to credit facilities made available by First Abu Dhabi Bank to a company associated with Dr. B.R. Shetty. The legal review in relation to these arrangements is ongoing.
These Ordinary Shares have been included in the total above.
BRS International Holding Ltd - shares subject to the Memorandum of Understanding dated 31 May 2017
(5) Dr B.R. Shetty has been informed by Al Salam Bank, Bahrain, that 324,210 Ordinary Shares are currently being held in an Al Salam Bank nominee account in the name of BRS International Holding Ltd (a company which is 100% owned and controlled by Dr B.R. Shetty). These Ordinary Shares have been included in the total above.
These Ordinary Shares are subject to the Memorandum of Understanding dated 31 May 2017 as referred to in the "Statement regarding major shareholdings" announcement issued by NMC Health plc on 10 February 2020 (RNS Number: 4572C), and form part of the 6,500,000 Ordinary Shares that Dr B.R. Shetty understands were transferred from a First Abu Dhabi Bank nominee account in the name of BRS International Holding Ltd to Al Salam Bank and of which Dr B.R. Shetty understands that 6,175,790 Ordinary Shares have been subsequently sold by Al Salam Bank as enforcement of security (see the "Statement regarding major shareholdings" announcements issued by NMC Health plc on 14 February 2020 and 21 February 2020 (RNS Numbers: 0813D and 6737D)).
The legal review of the 2017 Memorandum of Understanding arrangements is ongoing. If the legal review confirms that the ultimate beneficial owners of the remaining 324,210 Ordinary Shares held in an Al Salam Bank nominee account in the name of BRS International Holding Ltd are Khaleefa Bin Butti and H.E. Saeed Bin Butti and not Dr B.R. Shetty (as the sole shareholder of BRS International Holdings Limited), then this would result in a commensurate reduction in the holdings of the Shetty Group of 0.16% of the current issued share capital of NMC Health plc.
As announced in the "Statement regarding major shareholdings" announcement issued by NMC Health plc on 14 February 2020 (RNS Number: 0813D), Dr B.R. Shetty had understood that the 6,500,000 Ordinary Shares were subject to a pledge with Al Salam Bank in connection with a facility dated 26 November 2019 entered into between Al Salam Bank and BRS International Holding Ltd. Dr B.R. Shetty has subsequently been informed by Al Salam Bank that the remaining 324,210 Ordinary Shares are no longer the subject of a pledge. This has not been independently verified and the legal review as to whether these Ordinary Shares are subject to any security arrangements is ongoing.
(6) The total above does not include the following Ordinary Shares which were also subject to the Memorandum of Understanding dated 31 May 2017:
a. 10,900,000 Ordinary Shares which were held in a First Abu Dhabi Bank nominee account in the name of BRS International Holding Ltd, but which Dr B. R. Shetty understands have now been sold by First Abu Dhabi Bank (as announced in the "Statement regarding major shareholdings" announcement issued by NMC Health plc on 18 February 2020 (RNS Number: 3932D)); or
b. 2,600,000 Ordinary Shares which were held in a First Abu Dhabi Bank nominee account in the name of BRS International Holding Ltd, but which Dr B. R. Shetty had been informed may have been transferred to United Arab Bank, United Arab Emirates and may be subject to security arrangements with United Arab Bank (as announced in the "Statement regarding major shareholdings" announcement issued by NMC Health plc on 10 February 2020 (RNS Number: 4572C)). Dr B.R. Shetty notes, further to the announcement by NMC Health plc on 21 February 2020 (RNS Number: 6737D), that Khaleefa Bin Butti and H.E. Saeed Bin Butti have stated their understanding that these Ordinary Shares have now been sold by United Arab Bank as enforcement of security. This information has not yet been independently verified by Dr B.R. Shetty. However, as a result of this announcement, the total above does not include these Ordinary Shares.
(7) Dr B.R. Shetty notes, further to the announcements by NMC Health plc on 14 February 2020 (RNS Number: 0813D) and 21 February 2020 (RNS Number: 6737D), that Khaleefa Bin Butti and H.E. Saeed Bin Butti have stated their understanding that a further 428,571 Ordinary Shares may be subject to the Memorandum of Understanding dated 31 May 2017. A legal review is ongoing to ascertain the current position of these Ordinary Shares. Dr B.R. Shetty's present understanding is that there are no further holdings of Ordinary Shares not already disclosed in this announcement; as such, these Ordinary Shares have not been included in the total above.
Other close relatives
(8) Dr B.R. Shetty's other close relatives hold in aggregate 4,986 Ordinary Shares, with Ogier Employee Benefit Trustee Limited acting as nominee. These Ordinary Shares have been included in the total above.
Collar Transaction
(9) BRS Capital Limited entered into a funded collar transaction with Goldman Sachs International over 7,000,000 Ordinary Shares. Such shares were pledged by BRS Capital Limited to Goldman Sachs International (and its affiliates) as security for indebtedness owed by BRS Capital Limited to Goldman Sachs International (and its affiliates) and BRS Capital Limited entered into related put and call options referencing the 7,000,000 Ordinary Shares. Under the terms of the pledge, Goldman Sachs International has the right to transfer legal title to these shares to itself. However, BRS Capital Limited may, subject to certain conditions, be able to recall the Ordinary Shares for the purpose of exercising the voting rights thereunder. These Ordinary Shares have been included in the interests total above.
(10) On 2 May 2018 BRS Capital Limited wrote a European call option in respect of 7,000,000 Ordinary Shares and purchased a European put option in respect of 7,000,000 Ordinary Shares. These put and call options were entered into as part of the funded collar transaction referred to in note 9 above. The call strike price is USD 65.7888 and the put strike price is USD 42.2928. Under the funded collar transaction, Goldman Sachs International was required to pay BRS Capital Limited USD 296,049,600 (with BRS Capital Limited receiving USD 250,000,000 in cash from Goldman Sachs International after the deduction of the premium for the collar, but before fees and charges). The collar expires in 194 equal daily tranches of 36,082 shares (except for the last tranche which is 36,174 shares) with the scheduled expiry date of each tranche occurring sequentially during the period 4 May 2021 to 4 February 2022 (excluding weekends and UK bank holidays). When each tranche expires BRS Capital Limited will be required to repay to Goldman Sachs International a proportionate amount of the USD 296,049,600 so that such amount is repaid in full at the final expiry of the funded collar. This has been included in the short positions total above.
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
(b) Rights to subscribe for new securities (including directors' and other employee options)
Class of relevant security in relation to which subscription right exists: | 10p ordinary |
Details, including nature of the rights concerned and relevant percentages: | Options to acquire in aggregate 413,891 Ordinary Shares under NMC Health plc's Long Term Incentive Plan and Deferred Share Bonus Plan as set out below. |
Dr B.R. Shetty
Name of Scheme | Number of shares in respect of which options granted | Original Grant Date | Final Exercise Date | Exercise Price |
Deferred Share Bonus Plan | 17,226 | 15 March 2016 | 15 March 2026 | Nil cost option |
Name of Scheme | Number of shares in respect of which options granted | Original Grant Date | Final Exercise Date | Exercise Price |
Long Term Incentive Plan(1) | 100,775 | 15 March 2016 | 15 March 2026 | Nil cost option |
148,250 | 26 January 2017 | 26 January 2027 | Nil cost option |
(1) In the case of awards made under the Long Term Incentive Plan, the shares vest once it has been determined that certain performance conditions have been satisfied.
Dr C.R. Shetty
Name of Scheme | Number of shares in respect of which options granted | Original Grant Date | Final Exercise Date | Exercise Price |
Deferred Share Bonus Plan | 4,962 | 8 March 2018 | 8 March 2028 | Nil cost option |
12,816 | 15 March 2019 | 15 March 2029 | Nil cost option |
Name of Scheme | Number of shares in respect of which options granted | Original Grant Date | Final Exercise Date | Exercise Price |
Long Term Incentive Plan(2) | 82,108 | 26 January 2017 | 26 January 2027 | Nil cost option |
20,841 | 8 March 2018 | 8 March 2028 | Nil cost option | |
26,913 | 15 March 2019 | 15 March 2029 | Nil cost option |
(2) In the case of awards made under the Long Term Incentive Plan, the shares vest once it has been determined that certain performance conditions have been satisfied.
3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE
Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.
The currency of all prices and other monetary amounts should be stated.
Reference is made to the "Rule 8.3 announcement in respect of NMC Health plc" announcement made in respect of NMC Health plc by BRS International Holding Limited on 17 February 2020 (RNS Number: 1334D) and the "Statement regarding major shareholdings" announcement made by NMC Health plc on 14 February 2020 (RNS Number: 0813D) which gives such details that Dr B.R. Shetty has in respect of a sale of 6,175,790 Ordinary Shares in the share capital of NMC Health plc by Al Salam Bank Bahrain.
(a) Purchases and sales
Class of relevant security | Purchase/sale
| Number of securities | Price per unit |
|
(b) Cash-settled derivative transactions
Class of relevant security | Product description e.g. CFD | Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position | Number of reference securities | Price per unit |
|
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
Class of relevant security | Product description e.g. call option | Writing, purchasing, selling, varying etc. | Number of securities to which option relates | Exercise price per unit | Type e.g. American, European etc. | Expiry date | Option money paid/ received per unit |
(ii) Exercise
Class of relevant security | Product description e.g. call option | Exercising/ exercised against | Number of securities | Exercise price per unit |
|
(d) Other dealings (including subscribing for new securities)
Class of relevant security | Nature of dealing e.g. subscription, conversion | Details | Price per unit (if applicable) |
|
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 person making the disclosure and any party to the offer or any person acting in concert with a party to the offer: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none" |
None.
|
(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the person making the disclosure 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: If there are no such agreements, arrangements or understandings, state "none" |
None.
|
(c) Attachments
Is a Supplemental Form 8 (Open Positions) attached? | Yes |
| Date of disclosure: | 24 February 2020 |
| Contact name: | Douglas Campbell, Teneo Nicholas McDonagh, Teneo |
| Telephone number*: | Douglas Campbell, Teneo: +44 7753136628 Nicholas McDonagh, Teneo: +971 (0)50 457 2394 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.
The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.
*If the discloser is a natural person, a telephone number does not need to be included, provided contact information has been provided to the Panel's Market Surveillance Unit.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
SUPPLEMENTAL FORM 8 (OPEN POSITIONS)
DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.
Note 5(i) on Rule 8 of the Takeover Code (the "Code")
1. KEY INFORMATION
Full name of person making disclosure: | Dr Bavaguthu Raghuram Shetty |
Name of offeror/offeree in relation to whose relevant securities the disclosure relates: | NMC Health plc |
2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)
The below information is provided in relation to the cash-settled derivative known as the "collar transaction" as detailed in Dr. Bavaguthu Raghuram Shetty's ("Dr B.R. Shetty") Public Opening Position Disclosure. The Panel has requested that a Supplemental Form 8 (Open Positions) be attached to Dr. B.R. Shetty's Public Opening Position Disclosure in respect of this derivative, using the stock-settled derivatives form.
Class of relevant security | Product description e.g. call option | Written or purchased | Number of securities to which option or derivative relates | Exercise price per unit | Type e.g. American, European etc. | Expiry date |
10p ordinary | Call option | Written | 7,000,000 (see note below) | 65.7888 | European | 4 May 2021 - 4 February 2022 (see note below) |
10p ordinary | Put option | Purchased | 7,000,000 (see note below) | 42.2928 | European | 4 May 2021 - 4 February 2022 (see note below) |
Note: The Call Option and Put Option are each structured as a series of 194 tranches, with 193 tranches relating to 36,082 shares and tranche 194 relating to 36,174 shares. The first tranche is scheduled to expire on 4 May 2021 with each subsequent tranche expiring on the weekday following the expiry of the previous tranche (with the exception of 31 May 2021, 30 August 2021, 27 December 2021, 28 December 2021 and 3 January 2022, with the relevant tranche expiring on the weekday following such dates), with the final tranche scheduled to expire of 4 February 2022.
3. AGREEMENTS TO PURCHASE OR SELL ETC.
Full details should be given so that the nature of the interest or position can be fully understood: |
|
It is not necessary to provide details on a Supplemental Form (Open Positions) with regard to cash-settled derivatives.
The currency of all prices and other monetary amounts should be stated.
The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.