18 Feb 2020 14:16
AMENDMENT
INCREASED EQUITY PURCHASES BY 4,334 TO 3,938,561
INCREASED EQUITY SALES BY 4,173 TO 3,223,927
INCREASED CONVERTIBLE BOND PURCHASES BY 2,200,000 TO 6,800,000
INCREASED CONVERTIBLE BOND SALES BY 1,800,000 TO 5,600,000
FORM 8.5 (EPT/RI)
PUBLIC DEALING DISCLOSURE BY AN EXEMPT PRINCIPAL TRADER WITH RECOGNISED INTERMEDIARY STATUS DEALING IN A CLIENT-SERVING CAPACITY
Rule 8.5 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Name of exempt principal trader: | J.P. Morgan Securities Plc |
(b) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | NMC Health plc |
(c) Name of the party to the offer with which exempt principal trader is connected: | Corporate Broker & Financial Adviser to NMC Health. |
(d) Date dealing undertaken: | 10 February 2020 |
(e) In addition to the company in 1(b) above, is the exempt principal trader making disclosures in respect of any other party to this offer? If it is a cash offer or possible cash offer, state "N/A" | N/A |
2. DEALINGS 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 2(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 security | Purchases/ sales
| Total number of securities | Highest price per unit paid/received (GBP) | Lowest price per unit paid/received (GBP) |
Ordinary Shares | Purchase
Sale | 3,938,561
3,223,927 | 9.2620
9.2620 | 7.1780
7.1720 |
Class of relevant security | Purchases/ sales
| Total number of securities | Highest price per unit paid/received | Lowest price per unit paid/received |
Convertible Bond
| Purchase
Sale | 6,800,000
5,600,000 | 82.5500 USD
83.0000 USD | 80.0000 USD
81.5000 USD |
(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 |
Ordinary Shares | Equity Swap | Long
Short
| 17,501 3,111 4,392 5,576 473 3,624 4,305 297 5,721 107,781 990 4,290 13,507 1,697 121,080 50,985 2,939 15,378 30,977 4,726 21,000 13,622 28,351 105,067 11,390 284,588
22,256 10,585 5,352 131 641 1,618 137 104,343 105,475 803 145 817 11,766 6,400 9,552 145 2,653 328,642 5,265 79,864 107,960 63 8,600 387 332,014 5,841 1,145 391 900 359 22,658 121,920 337,236 | 7.4364 GBP 7.4816 GBP 7.5850 GBP 7.5942 GBP 7.5945 GBP 7.6053 GBP 7.6148 GBP 7.6280 GBP 7.6314 GBP 7.6407 GBP 7.6656 GBP 7.6673 GBP 7.7148 GBP 7.7583 GBP 7.9356 GBP 8.0000 GBP 8.5127 GBP 8.5216 GBP 8.6366 GBP 8.6528 GBP 8.8861 GBP 8.9222 GBP 9.2615 GBP 9.2618 GBP 9.2619 GBP 9.2620 GBP
7.4013 GBP 7.4667 GBP 7.4736 GBP 7.4782 GBP 7.5147 GBP 7.5199 GBP 7.5261 GBP 7.5455 GBP 7.5741 GBP 7.5795 GBP 7.5900 GBP 7.5981 GBP 7.6347 GBP 7.7060 GBP 7.7104 GBP 7.7262 GBP 7.7668 GBP 7.8072 GBP 7.8190 GBP 7.8598 GBP 7.8631 GBP 7.8900 GBP 7.9202 GBP 8.0022 GBP 8.0195 GBP 8.1559 GBP 8.4193 GBP 8.5463 GBP 8.5792 GBP 8.6503 GBP 9.0758 GBP 9.2620 GBP 9.2621 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 |
(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) |
|
3. 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
|
(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
|
| Date of disclosure: | 18 February 2020 |
| Contact name: | Alwyn Basch |
| Telephone number: | 020 7742 7407 |
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 dealing disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.