25 Mar 2020 12:30
TR-1: Standard form for notification of major holdings
NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible) | ||||||
1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedii: | NMC Health plc | |||||
1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate) | ||||||
Non-UK issuer | ||||||
2. Reason for the notification (please mark the appropriate box or boxes with an "X") | ||||||
An acquisition or disposal of voting rights | ||||||
An acquisition or disposal of financial instruments | ||||||
An event changing the breakdown of voting rights | ||||||
Other (please specify)iii: Voluntary disclosure | X | |||||
3. Details of person subject to the notification obligation | ||||||
Name | Ithmar Capital Partners Limited | |||||
City and country of registered office (if applicable) | Dubai, United Arab Emirates | |||||
4. Full name of shareholder(s) (if different from 3.) | ||||||
Name | Khaleefa Butti Omair Al Muhairi Limited
Saeed Mohamed Butti Al Qebaisi Limited | |||||
City and country of registered office (if applicable) | St Helier, Jersey | |||||
5. Date on which the threshold was crossed or reachedvi: | 24 March 2020 | |||||
6. Date on which issuer notified (DD/MM/YYYY): | 24 March 2020 | |||||
7. Total positions of person(s) subject to the notification obligation | ||||||
% of voting rights attached to shares (total of 8. A) | % of voting rights through financial instruments(total of 8.B 1 + 8.B 2) | Total of both in % (8.A + 8.B) | Total number of voting rights of issuer | |||
Resulting situation on the date on which threshold was crossed or reached | 9% | Nil | 9% | 208,703,861 | ||
Position of previous notification (if applicable) | 9% | Nil | 9% | |||
8. Notified details of the resulting situation on the date on which the threshold was crossed or reached | |||||||||
A: Voting rights attached to shares | |||||||||
Class/type ofshares ISIN code (if possible) | Number of voting rightsix | % of voting rights | |||||||
Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) | Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) | Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) | Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) | ||||||
Ordinary shares (GB00B7FC0762) | 18,776,468 | 9% | |||||||
SUBTOTAL 8. A | 18,776,468 | 9% | |||||||
| |||||||||
B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a)) | |||||||||
Type of financial instrument | Expirationdate | Exercise/Conversion Period | Number of voting rights that may be acquired if the instrument is exercised/converted. | % of voting rights | |||||
SUBTOTAL 8. B 1 | |||||||||
| |||||||||
B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b)) | |||||||||
Type of financial instrument | Expirationdate | Exercise/Conversion Period | Physical or cash settlement | Number of voting rights | % of voting rights | ||||
SUBTOTAL 8.B.2 | |||||||||
9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an "X") | ||||
Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer | ||||
Full chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held starting with the ultimate controlling natural person or legal entity (please add additional rows as necessary) | x | |||
Name | % of voting rights if it equals or is higher than the notifiable threshold | % of voting rights through financial instruments if it equals or is higher than the notifiable threshold | Total of both if it equals or is higher than the notifiable threshold | |
Ithmar Capital Partners Limited | ||||
Ithmar Capital - Thunder | ||||
Khaleefa Butti Omair Al Muhairi Limited
| 8.52% | 8.52% | ||
Ithmar Capital Partners Limited | ||||
Ithmar Capital - Thunder | ||||
Saeed Mohamed Butti Al Qebaisi Limited | ||||
10. In case of proxy voting, please identify: | ||||
Name of the proxy holder | ||||
The number and % of voting rights held | ||||
The date until which the voting rights will be held | ||||
| ||||
11. Additional information | ||||
Reference is made to the Forms TR-1 published by each of Khaleefa Butti Omair Yousif Ahmed Al Muhairi and Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi on 24 March 2020.
This filing is being submitted to disclose the transfer of ownership of the entire issued share capital of each of Khaleefa Butti Omair Al Muhairi Limited ("KBO") and Saeed Mohamed Butti Al Qebaisi Limited ("SMB") (the "Transferred Shares") to Ithmar Capital Partners Limited ("ICP").
KBO is a wholly owned company of Mr. Khaleefa Butti Omair Yousif Ahmed Al Muhairi ("Khaleefa Bin Butti"). SMB is a wholly owned company of H.E. Mr. Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi ("H.E. Saeed Bin Butti").
Each of KBO and SMB owns certain ordinary shares ("Ordinary Shares") in the capital of NMC Health plc (the "Company").
This filing is further to a filing notified to the Company on 2 March 2020 (the "2 March Notification") which disclosed a change in the voting rights for 18,776,468 Ordinary Shares (the "Voting Shares").
Transfer of Voting Rights
As notified in the 2 March Notification, pursuant to investment management agreements between each of KBO, SMB, on the one hand, and Ithmar, on the other, each of KBO and SMB granted control to ICP over the voting rights for its respective Voting Shares (the "Agreements").
Transfer of the Transferred Shares
Pursuant to an agreement dated on or around the date of this notification (the "Transfer Agreement"), each of Khaleefa Bin Butti and H.E. Saeed Bin Butti has agreed to transfer the Transferred Shares to an entity wholly controlled by ICP. The Transferred Shares will remain subject to the lock-up terms entered into by KBO and HSMB on 8 January 2020.
The effect of this transfer is that, as ICP (through its wholly controlled entity) will own the entire issued share capital of each of KBO and SMB and accordingly, ICP will indirectly own the Voting Shares, for which it has held the voting rights since 1 March 2020 pursuant to the Agreements. In consequence, pursuant to the Transfer Agreement, each of the Agreements will terminate.
| ||||
Place of completion | Dubai |
Date of completion | 24 March 2020 |