28 Feb 2020 17:08
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")
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 advisers are in the process of carrying out a legal review in order to verify the total interests of Khaleefa Bin Butti and H.E. Saeed Bin Butti and their associated companies (together, the "Shareholders") in NMC Health plc. The information provided in this Opening Position Disclosure sets out Khaleefa Bin Butti and H.E. Saeed Bin Butti's present understanding of the interests of the Shareholders in the relevant securities of NMC Health plc based on information currently available.
Dr. Bavaguthu Raghuram Shetty ("Dr B.R. Shetty") and his controlled entities have historically comprised a concert party with Khaleefa Bin Butti and H.E. Saeed Bin Butti. 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 Dr B.R. Shetty group for the purposes of this Opening Position Disclosure.
1. KEY INFORMATION
(a) Full name of discloser: | (i) Mr Khaleefa Butti Omair Yousif Ahmed Al Muhairi
(ii) H.E. Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi |
(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. |
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(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: |
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(e) Date position held/dealing undertaken: For an opening position disclosure, state the latest practicable date prior to the disclosure | 28 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
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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 shares | |||
| Interests | Short positions | ||
| Number | % | Number | % |
(1) Relevant securities owned and/or controlled: | 36,244,080(1)(2)(3)(4)(5) | 17.37% |
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(2) Cash-settled derivatives:
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(3) Stock-settled derivatives (including options) and agreements to purchase/sell: |
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TOTAL: | 36,244,080 | 17.37% |
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Notes:
(1) The total of 36,244,080 is calculated by reference to the aggregate interests of 64,922,377 of Khaleefa Bin Butti and H.E. Saeed Bin Butti disclosed in the "Statement regarding major shareholdings" announcement issued by NMC Health plc on 21 February 2020, adjusted in accordance with notes (3), (4) and (5) below.
(2) Reference is made to the "Statement regarding major shareholdings" announcement issued by NMC Health plc on 14 February 2020 (RNS number: 0813D) and the "Statement regarding major shareholdings" announcement issued by NMC Health plc on 21 February 2020 (RNS number: 6737D).
Infinite Investments LLC
(3) Post the Company's announcement of 21 February 2020, Khaleefa Bin Butti was informed that certain ordinary shares of the Company ("Ordinary Shares") held by Infinite Investments LLC have been sold as enforcement of security as follows:
(a) 30,000 Ordinary Shares on 20 February 2020;
(b) 34,000 Ordinary Shares on 21 February 2020;
(c) 23,734 Ordinary Shares on 24 February 2020;
(d) 45,000 Ordinary Shares on 25 February 2020; and
(e) 240,000 Ordinary Shares on 26 February 2020.
Infinite is a company jointly owned and controlled by H.E. Saeed Bin Butti and Mr Khaleefa Bin Butti. Infinite is a direct shareholder in NMC Health plc and owns 9,838,653 Ordinary Shares, equating to 4.71% of the issued share capital of NMC Health plc.
Khaleefa Bin Butti
(4) Post the Company's announcement of 21 February 2020, Khaleefa Bin Butti was informed that 5,000,000 Ordinary Shares of the Company, which were in custody of First Abu Dhabi Bank in the name of Khaleefa Bin Butti and pledged to Commercial Bank of Dubai ("CBD"), have subsequently been sold by CBD as enforcement of security on 26 February 2020.
BRS International Holding Ltd
(5) 20,428,571 Ordinary Shares held by BRS International Holding Limited ("BRSIH") were to be held to the order of Khaleefa Bin Butti and H.E. Saeed Bin Butti by Dr. B.R. Shetty pursuant to the document entitled "Memorandum of Understanding" dated 31 May 2017 ("MoU") referred to in the Company's announcement of 10 February 2020.
As per the MoU, these 20,428,571 Ordinary Shares were to be voted in accordance with the instructions of Khaleefa Bin Butti and H.E. Saeed Bin Butti. Notwithstanding the purported arrangement pursuant to which the Ordinary Shares were to be held to the order of Khaleefa Bin Butti and H.E. Saeed Bin Butti and voted in accordance with their instructions, the advisers to Khaleefa Bin Butti and H.E. Saeed Bin Butti continue to assess the ownership and control of the rights attaching to those shares.
Of the 20,428,571 Ordinary Shares held to the order of Khaleefa Bin Butti and H.E. Saeed Bin Butti:
(a) 13,500,000 Ordinary Shares were transferred to First Abu Dhabi Bank in the name of BRSIH with 10,900,000 Ordinary Shares free of encumbrance and 2,600,000 Ordinary Shares pledged to United Arab Bank ("UAB") of which 2,600,000 Ordinary Shares have subsequently been sold by UAB as enforcement of security; and
(b) 6,500,000 Ordinary Shares were transferred to Al Salam Bank Bahrain ("Al Salam") to an account in the name of BRSIH and pledged to Al Salam, of which 6,175,790 Ordinary Shares have subsequently been sold by Al Salam as enforcement of security, leaving 324,210 Ordinary Shares that were previously pledged with Al Salam unencumbered by Khaleefa Bin Butti and H.E. Saeed Bin Butti.
The advisers to Khaleefa Bin Butti and H.E. Saeed Bin Butti are unable to confirm the current position in the remaining 428,571 Ordinary Shares. In addition, they are unable to confirm the current position in relation to the 10,900,000 Ordinary Shares that they understood were being held by First Abu Dhabi Bank. Khaleefa Bin Butti and H.E. Saeed Bin Butti note the announcement by the Company dated 18 February 2020 (RNS Number: 3932D) relating to the sale of those shares and are seeking urgent clarification on the same. Khaleefa Bin Butti and H.E. Saeed Bin Butti are also seeking urgent clarification in relation to the 324,210 Ordinary Shares that they understand are being held by Al Salam, and in relation to which they note the Form 8.3 announcement published by Dr B.R. Shetty dated 23 February 2020 (RNS Number: 9315D).
Therefore, as at the date of this notification, the advisers to Khaleefa Bin Butti and H.E. Saeed Bin Butti are unable to confirm the current position of a total of 11,652,781 Ordinary Shares held by BRSIH. Pending the outcome of the ongoing investigations, these 11,652,781 Ordinary Shares have not been included in the 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 77,369 Ordinary Shares under NMC Health plc's Long Term Incentive Plan, as set out in the table below |
Khaleefa Bin Butti
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) | 43,416 | 7 September 2017 | 7 September 2027 | Nil cost option |
33,953 | 8 March 2018 | 8 March 2028 | 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.
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.
In addition to the disclosures made in this form, reference is made to the "Statement regarding major shareholdings" announcement made by the Company on 14 February 2020 (RNS number: 0813D) and the Statement regarding major shareholdings" announcement made by the Company on 21 February 2020 (RNS number: 6737D)., which together contain information about relevant dealings that have been made since 10 February 2020 to the date hereof.
(a) Purchases and sales
Class of relevant security | Purchase/sale
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(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 |
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(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 |
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(ii) Exercise
Class of relevant security | Product description e.g. call option | Exercising/ exercised against | Number of securities | Exercise price per unit |
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(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) |
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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" |
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(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" |
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(c) Attachments
Is a Supplemental Form 8 (Open Positions) attached? | NO |
| Date of disclosure: | 28 February 2020 |
| Contact name: | Mr Khaleefa Butti Omair Yousif Ahmed Al Muhairi and H.E. Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi |
| Telephone number*: | - |
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.