19 Feb 2020 14:11
FORM 8.5 (EPT/NON-RI) - Amendment to 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: | 17 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 | ||||
| and/or controlled: | 2,183,629 | 1.05% | 469,813 | 0.23% | |
(2) | Cash-settled derivatives: | ||||
181,484 | 0.09% | 1,233,525 | 0.59% | ||
(3) | Stock-settled derivatives (including options) | ||||
| and agreements to purchase/sell: | 0 | 0.00% | 4,996,628 | 2.39% | |
| TOTAL: | 2,365,113 | 1.13% | 6,699,966 | 3.21% | |
| Class of relevant security: | Convertible Bond XS1814568413 | ||||
| Interests | Short Positions | ||||
| Number | (%) | Number | (%) | ||
(1) | Relevant securities owned | ||||
| and/or controlled: | 2,000,000 | 0.56% | 0 | 0.00% | |
(2) | Cash-settled derivatives: | ||||
0 | 0.00% | 0 | 0.00% | ||
(3) | Stock-settled derivatives (including options) | ||||
| and agreements to purchase/sell: | 0 | 0.00% | 0 | 0.00% | |
| TOTAL: | 2,000,000 | 0.56% | 0 | 0.00% | |
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 | 277,894 | 8.0000 GBP | 7.21 GBP |
10p ordinary | Sale | 219,073 | 8.0000 GBP | 7.428 GBP |
(b) Cash-settled derivative transactions
| Class of | Product | Nature of dealing | Number of | Price per |
| relevant | description | reference | unit | |
| security | securities | |||
10p ordinary | SWAP | Long | 5 | 7.8900 GBP |
10p ordinary | SWAP | Long | 19 | 7.9476 GBP |
10p ordinary | CFD | Long | 50 | 7.8992 GBP |
10p ordinary | SWAP | Long | 71 | 7.8891 GBP |
10p ordinary | SWAP | Long | 83 | 7.9320 GBP |
10p ordinary | SWAP | Long | 99 | 7.8270 GBP |
10p ordinary | SWAP | Long | 113 | 7.9477 GBP |
10p ordinary | SWAP | Long | 125 | 7.6435 GBP |
10p ordinary | SWAP | Long | 136 | 7.8687 GBP |
10p ordinary | SWAP | Long | 143 | 7.9118 GBP |
10p ordinary | SWAP | Long | 151 | 7.9074 GBP |
10p ordinary | SWAP | Long | 169 | 7.9297 GBP |
10p ordinary | SWAP | Long | 193 | 7.6779 GBP |
10p ordinary | SWAP | Long | 203 | 7.5694 GBP |
10p ordinary | SWAP | Long | 203 | 7.8892 GBP |
10p ordinary | SWAP | Long | 247 | 7.6427 GBP |
10p ordinary | SWAP | Long | 259 | 7.9518 GBP |
10p ordinary | SWAP | Long | 505 | 7.9376 GBP |
10p ordinary | SWAP | Long | 530 | 7.7822 GBP |
10p ordinary | SWAP | Long | 594 | 7.8814 GBP |
10p ordinary | SWAP | Long | 630 | 7.2436 GBP |
10p ordinary | SWAP | Long | 729 | 7.9304 GBP |
10p ordinary | SWAP | Long | 1,072 | 7.6436 GBP |
10p ordinary | SWAP | Long | 1,184 | 7.8806 GBP |
10p ordinary | SWAP | Long | 1,450 | 7.8696 GBP |
10p ordinary | SWAP | Long | 1,721 | 7.9997 GBP |
10p ordinary | SWAP | Long | 2,437 | 8.0000 GBP |
10p ordinary | SWAP | Long | 4,125 | 7.7915 GBP |
10p ordinary | CFD | Long | 5,000 | 7.4320 GBP |
10p ordinary | SWAP | Long | 5,113 | 7.8807 GBP |
10p ordinary | SWAP | Long | 5,631 | 7.7821 GBP |
10p ordinary | CFD | Long | 5,915 | 7.8087 GBP |
10p ordinary | SWAP | Long | 7,452 | 7.8450 GBP |
10p ordinary | CFD | Long | 15,819 | 8.0000 GBP |
10p ordinary | SWAP | Long | 24,961 | 7.8567 GBP |
10p ordinary | SWAP | Long | 113,724 | 7.6320 GBP |
10p ordinary | SWAP | Short | 134 | 7.8045 GBP |
10p ordinary | CFD | Short | 2,500 | 7.4141 GBP |
10p ordinary | CFD | Short | 5,000 | 7.2106 GBP |
10p ordinary | CFD | Short | 5,649 | 7.7386 GBP |
10p ordinary | SWAP | Short | 8,183 | 7.6491 GBP |
10p ordinary | SWAP | Short | 8,800 | 7.7786 GBP |
10p ordinary | CFD | Short | 21,734 | 7.5958 GBP |
10p ordinary | SWAP | Short | 88,307 | 7.7517 GBP |
10p ordinary | SWAP | Short | 123,768 | 7.7508 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: | 19 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 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 |
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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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