17 Feb 2020 09:49
FORM 8.5 (EPT/NON-RI) Amendment to Purchase and Sales
PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY AN
EXEMPT PRINCIPAL TRADER WITHOUT RECOGNISED INTERMEDIARY (“RI”) STATUS (OR WHERE RI STATUS IS NOT APPLICABLE)
Rule 8.5 of the Takeover Code (the “Code”)
1. KEY INFORMATION
| (a) | Name of exempt principal trader: | BARCLAYS CAPITAL SECURITIES LTD |
| (b) | Name of offeror/offeree in relation to whose | NMC HEALTH PLC |
| relevant securities this form relates: | ||
| (c) | Name of the party to the offer with which exempt | NMC HEALTH PLC |
| principal trader is connected | ||
| (d) | Date position held/dealing undertaken: | 12 February 2020 |
| (e) | In addition to the company in 1(b) above, is the exempt principal | NO |
| trader making disclosures in respect of any other party to the offer? |
2. POSITIONS OF THE EXEMPT PRINCIPAL TRADER
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(b), 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 |
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| and/or controlled: | 2,761,333 | 1.32% | 388,818 | 0.19% | |
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(2) | Cash-settled derivatives: |
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156,503 | 0.07% | 1,876,298 | 0.90% | ||
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(3) | Stock-settled derivatives (including options) |
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| and agreements to purchase/sell: | 0 | 0.00% | 4,996,628 | 2.39% | |
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| TOTAL: | 2,917,836 | 1.40% | 7,261,744 | 3.48% | |
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| Class of relevant security: | Convertible Bond XS1814568413 | ||||
| Interests | Short Positions | ||||
| Number | (%) | Number | (%) | ||
(1) | Relevant securities owned |
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| and/or controlled: | 1,000,000 | 0.28% | 0 | 0.00% | |
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(2) | Cash-settled derivatives: |
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0 | 0.00% | 0 | 0.00% | ||
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(3) | Stock-settled derivatives (including options) |
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| and agreements to purchase/sell: | 0 | 0.00% | 0 | 0.00% | |
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| TOTAL: | 1,000,000 | 0.28% | 0 | 0.00% | |
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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: |
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Details, including nature of the rights concerned and relevant percentages: |
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3. DEALINGS (IF ANY) BY THE EXEMPT PRINCIPAL TRADER
Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(b), 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.
(a) Purchases and sales
| Class of relevant | Purchase/sale | Total number of | Highest price per unit | Lowest price per unit |
| security | securities | paid/received | paid/received | |
10p ordinary | Purchase | 782,823 | 8.6680 GBP | 7.828 GBP |
10p ordinary | Sale | 581,394 | 8.6760 GBP | 7.884 GBP |
Convertible Bond | Purchase | 4,000,000 | 79.5000 USD | 79.24 USD |
Convertible Bond | Sale | 3,000,000 | 80.0000 USD | 80 USD |
(b) Cash-settled derivative transactions
| Class of | Product | Nature of dealing | Number of | Price per |
| relevant | description | reference | unit | |
| security | securities | |||
10p ordinary | CFD | Long | 10 | 8.6750 GBP |
10p ordinary | CFD | Long | 768 | 8.4164 GBP |
10p ordinary | SWAP | Long | 1,000 | 8.7000 GBP |
10p ordinary | CFD | Long | 1,081 | 8.5867 GBP |
10p ordinary | SWAP | Long | 2,661 | 8.2386 GBP |
10p ordinary | SWAP | Long | 2,897 | 8.4996 GBP |
10p ordinary | CFD | Long | 4,288 | 8.6760 GBP |
10p ordinary | CFD | Long | 5,000 | 8.4792 GBP |
10p ordinary | CFD | Long | 5,000 | 8.5006 GBP |
10p ordinary | CFD | Long | 5,797 | 8.5955 GBP |
10p ordinary | CFD | Long | 6,250 | 8.5276 GBP |
10p ordinary | CFD | Long | 13,923 | 8.5637 GBP |
10p ordinary | SWAP | Long | 37,619 | 8.4606 GBP |
10p ordinary | SWAP | Long | 58,859 | 8.5086 GBP |
10p ordinary | SWAP | Long | 92,819 | 8.4454 GBP |
10p ordinary | CFD | Long | 118,394 | 8.3694 GBP |
10p ordinary | SWAP | Short | 677 | 7.9657 GBP |
10p ordinary | CFD | Short | 1,893 | 8.6216 GBP |
10p ordinary | SWAP | Short | 1,950 | 8.4882 GBP |
10p ordinary | SWAP | Short | 2,165 | 8.0271 GBP |
10p ordinary | CFD | Short | 3,192 | 7.8267 GBP |
10p ordinary | SWAP | Short | 4,340 | 7.9228 GBP |
10p ordinary | CFD | Short | 5,000 | 8.2513 GBP |
10p ordinary | CFD | Short | 5,000 | 8.3685 GBP |
10p ordinary | SWAP | Short | 7,626 | 8.5420 GBP |
10p ordinary | SWAP | Short | 10,805 | 8.5911 GBP |
10p ordinary | CFD | Short | 18,211 | 8.5419 GBP |
10p ordinary | SWAP | Short | 36,953 | 8.5303 GBP |
10p ordinary | SWAP | Short | 84,414 | 8.0046 GBP |
10p ordinary | SWAP | Short | 189,079 | 8.2879 GBP |
(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 exempt principal trader 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
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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 exempt principal trader 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
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(c) Attachments
| Is a Supplemental Form 8 (Open Positions) attached? | YES |
| Date of disclosure: | 17 Feb 2020 |
| Contact name: | Large Holdings Regulatory Operations |
| Telephone number: | 020 3134 7213 |
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.
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
| Identity of the person whose positions/dealings | BARCLAYS CAPITAL SECURITIES LTD |
| are being disclosed: | |
| Name of offeror/offeree in relation to whose | NMC HEALTH PLC |
| relevant securities this from relates: |
2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)
| Class | Product | Writing, | Number | Exercise | Type | Expiry |
| of | description | purchasing, | of | price | date | |
| relevant | selling, | securities | per unit | |||
| security | varying etc | to which | ||||
| option | ||||||
| relates | ||||||
| Call Options | Written | -4,996,628 |
| European | 11 Feb 2021 |
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: |
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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.
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