25 Feb 2020 10:41
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: | 24 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 Share | Purchase
Sale | 400,487
507,009 | 8.6640
8.5460 | 7.8780
7.8540 |
Class of relevant security | Purchases/ sales
| Total number of securities | Highest price per unit paid/received (USD) | Lowest price per unit paid/received (USD) |
Convertible Bond | Purchase
Sale | 600,000
1,000,000 | 72.4250
72.5000 | 72.4250
72.5000 |
(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 Share | Equity Swap | Long
Short
| 52 20,988 9,004 9,957 1,100 700 5,593 1,185 31,764 24,204 20,122 35,231 6,353 43 1,329 5,752 98,549 2,942 3,338 285 20,282 395
2,446 205 7,550 344 1,716 387 374 6,757 32,848 17,155 378 10,113 8,147 2,389 5,322 4,400 3,648 1,991 97,546 3,763 324 85 545 200 | 8.0035 GBP 8.1623 GBP 8.2589 GBP 8.2600 GBP 8.2922 GBP 8.2978 GBP 8.2983 GBP 8.3096 GBP 8.3228 GBP 8.3361 GBP 8.3374 GBP 8.3717 GBP 8.3852 GBP 8.3920 GBP 8.3927 GBP 8.3972 GBP 8.4005 GBP 8.4011 GBP 8.4020 GBP 8.4766 GBP 8.4820 GBP 8.4900 GBP
7.9196 GBP 8.0040 GBP 8.0350 GBP 8.1620 GBP 8.2324 GBP 8.2345 GBP 8.2783 GBP 8.2874 GBP 8.3027 GBP 8.3072 GBP 8.3182 GBP 8.3271 GBP 8.3737 GBP 8.3861 GBP 8.3870 GBP 8.4215 GBP 8.4366 GBP 8.4552 GBP 8.4820 GBP 8.4824 GBP 8.4829 GBP 8.4900 GBP 8.4957 GBP 8.5300 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 |
Ordinary Share |
(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: | 25 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.