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)i | ||||||
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 obligationiv | ||||||
Name | Mr. Khaleefa Butti Omair Yousif Ahmed Al Muhairi | |||||
City and country of registered office (if applicable) | ||||||
4. Full name of shareholder(s) (if different from 3.)v | ||||||
Name | ||||||
City and country of registered office (if applicable) | ||||||
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 issuervii | |||
Resulting situation on the date on which threshold was crossed or reached | 3.14% | 3.14% | 208,703,861 | |||
Position of previous notification (if applicable) | 3.14% | 3.14% | ||||
8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii | |||||||||
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) | 1,636,719 | 4,919,327 | 0.78% | 2.36% | |||||
SUBTOTAL 8. A | 6,556,046 | 3.14% | |||||||
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B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a)) | |||||||||
Type of financial instrument | Expirationdatex | Exercise/Conversion Periodxi | Number of voting rights that may be acquired if the instrument is exercised/converted. | % of voting rights | |||||
SUBTOTAL 8. B 1 | |||||||||
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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 | Expirationdatex | Exercise/Conversion Period xi | Physical or cash settlementxii | 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) issuerxiii | ||||
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 entityxiv (please add additional rows as necessary) | X | |||
Namexv | % 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 | |
Mr Khaleefa Butti Omair Yousif Ahmed Al Muhairi | 0.78% | 0.78% | ||
Infinite Investments, LLC (jointly owned and controlled by H.E. Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi and Mr. Khaleefa Butti Omair Yousif Ahmed Al Muhairi) | 2.36% | 2.36% | ||
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 | ||||
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11. Additional informationxvi | ||||
This filing is being submitted to disclose the transfer of ownership of the entire issued share capital of Khaleefa Butti Omair Al Muhairi Limited ("KBO") (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").
KBO 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 17,776,468 Ordinary Shares (the "Voting Shares").
Transfer of Voting Rights
As notified in the 2 March Notification, KBO granted control to ICP over the voting rights for the Voting Shares.
Transfer of the Transferred Shares
Pursuant to an agreement dated on or around the date of this notification (the "Transfer Agreement"), Khaleefa Bin Butti has agreed to transfer the Transferred Shares to ICP. The Transferred Shares will remain subject to the lock-up terms entered into by Khaleefa Bin Butti on 8 January 2020.
The effect of this transfer is that ICP will own the entire issued share capital of KBO and accordingly, ICP will indirectly own the Voting Shares, for which it has held the voting rights since 1 March 2020. In consequence, pursuant to the Transfer Agreement, the agreement in relation to the voting rights for the Voting Shares will terminate.
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Place of completion | Abu Dhabi |
Date of completion | 24 March 2020 |