2 Mar 2020 18:30
FOR IMMEDIATE RELEASE | 2 March, 2020 |
NMC HEALTH PLC
(the "Company")
Statement regarding major shareholdings
Notification of PDMR Interests
The Company refers to its announcements of 10 February 2020 (RNS number: 4572C), 14 February 2020 (RNS number: 0813D) and 18 February 2020 (RNS number: 3932D) and to the legal review being undertaken by its former Joint Non-Executive Chairman, Dr. Bavaguthu Raghuram Shetty, and his advisers in order to verify the total interests of Dr. B. R. Shetty, his associated family members and his associated family holding companies (together, the "Shetty Group") in the Ordinary Shares of the Company ("Ordinary Shares").
The Company has been notified by advisers to Dr B. R. Shetty of the following matter requiring disclosure:
1. Termination of funded collar transaction
BRS Capital Limited (a PCA of Dr B. R. Shetty) previously entered into a funded collar transaction over 7 million Ordinary Shares and in connection with which BRS Capital Limited transferred by way of security 7 million Ordinary Shares to Goldman Sachs International (the "Transferred Shares"), as counterparty to the Collar, as announced in the "Director/PDMR Shareholding" announcement issued by the Company on 2 May 2018 (RNS number: 9444M) and the "Share transaction notification" announcement issued by the Company on 3 May 2018 (RNS number: 0940N) (the "Collar").
Advisers to Dr B. R. Shetty have informed the Company that, as a result of the suspension of the Ordinary Shares from trading, Goldman Sachs International, as counterparty to the Collar, has exercised its right to terminate the Collar and such termination of the Collar became effective on 2 March 2020.
On termination of the Collar, Goldman Sachs International has elected to discharge its obligation to return the Transferred Shares to BRS Capital Limited by way of making a cash equivalent payment to BRS Capital Limited, to be offset against the amount payable by BRS Capital Limited to Goldman Sachs International on termination of the Collar.
The PCA notification that follows in respect of the above event is being disclosed in the form in which it was received.
The Company has also been notified by advisers to Dr B. R. Shetty of the following matters requiring disclosure and has been informed that the below sets out his present understanding of these matters based on information currently available:
2. Amendments to PCA notifications of 18 February 2020
The Company included, in its "Statement regarding major shareholdings" announcement of 18 February 2020 (RNS number: 3932D), certain PCA notifications received from BRS International Holdings Ltd ("BRS International") (a PCA of Dr B. R. Shetty) in relation to the sale by First Abu Dhabi Bank between 3 and 6 February 2020 of 10,900,000 Ordinary Shares. These Ordinary Shares had previously been held in the name of BRS International and were subject to the Memorandum of Understanding dated 31 May 2017. The PCA notifications list the place of the transactions as "unknown".
Advisers to Dr B. R. Shetty have informed the Company that BRS International received a letter from First Abu Dhabi Bank on 19 February 2020 confirming that the transactions took place on the London Stock Exchange. As such, BRS International Holding Ltd has submitted amended PCA notifications to the Company to specify the place of the transactions.
The amended PCA notifications are being disclosed by the Company in the form in which they were received.
3. Sale by Al Salam Bank of 6,175,790 Ordinary Shares
Reference is made to the "Statement regarding major shareholdings" announcement issued by the Company on 14 February 2020 (RNS Number: 0813D) which gives details of a sale of 6,175,790 Ordinary Shares by Al Salam Bank. These Ordinary Shares had previously been held in the name of BRS International and were subject to the Memorandum of Understanding dated 31 May 2017.
Advisers to Dr B. R. Shetty have informed the Company that, on 16 February 2020, BRS International received two auto-generated customer advice notes from Al Salam Bank which state that between 7 and 10 February 2020, Al Salam Bank sold 6,175,790 Ordinary Shares for the account of BRS International as follows:
Trade Date | Settle Date | Quantity |
07/02/2020 | 11/02/2020 | 760,803 |
10/02/2020 | 12/02/2020 | 5,414,987 |
The PCA notifications that follow in respect of these transactions are being disclosed by the Company in the form in which they were received.
4. Sale of 2,600,000 Ordinary Shares in the custody of First Abu Dhabi Bank
As announced in the "Statement regarding major shareholdings" announcement issued by the Company on 10 February 2020 (RNS Number: 4572C), the Company understands that Dr B. R. Shetty had previously been informed that 2,600,000 Ordinary Shares which had been held in a First Abu Dhabi Bank nominee account in the name of BRS International may have been transferred to United Arab Bank, United Arab Emirates, and may be subject to security arrangements with United Arab Bank. These Ordinary Shares were subject to the Memorandum of Understanding dated 31 May 2017 as referred to in that announcement.
Advisers to Dr B. R. Shetty have informed the Company that, by email on 24 February 2020, BRS International received an auto-generated statement from First Abu Dhabi Bank which states that, between 11 and 13 February 2020, 2,600,000 Ordinary Shares which had been held in a First Abu Dhabi Bank account in the name of "BRS International Holding - UAB" have been sold as follows:
Trade Date | Settle Date | Quantity |
11/02/2020 | 13/02/2020 | 739,523 |
12/02/2020 | 14/02/2020 | 1,247,165 |
13/02/2020 | 17/02/2020 | 613,312 |
The statement does not disclose the venue on which these transactions took place.
The PCA notifications that follow in respect of these transactions are being disclosed by the Company in the form in which they were received.
The PCA notifications and amendments that follow relate to the periods before and after Dr B. R. Shetty ceased to be a director and Joint Non-Executive Chairman of the Company on 16 February 2020. However, Dr B. R. Shetty's obligation to provide the Company with PDMR/PCA notifications continues as his spouse, Dr C. R. Shetty, remains a PDMR of the Company.
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
1. Termination of funded collar transaction
1. | Details of the person discharging managerial responsibilities/ person closely associated | ||||||
a) | Name | BRS Capital Limited | |||||
2. | Reason for the notification | ||||||
a) | Position/status | This notification concerns a person closely associated with a person discharging managerial responsibilities, being Dr C.R. Shetty, Group Medical Director of the issuer | |||||
b) | Initial notification/ Amendment | This is an initial notification | |||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||||
a) | Name | NMC Health Plc | |||||
b) | LEI | 2138008YQEVWBE1V2M52 | |||||
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted | ||||||
a) | Description of the financial instrument, type of instrument
Identification code | The cash settled derivative transaction known as the funded collar transaction, referencing 7,000,000 Ordinary Shares
N/A - because the transaction relates to a derivative linked to the issuer's shares | |||||
b) | Nature of the transaction | On 2 May 2018, BRS Capital Limited entered into a funded collar transaction with Goldman Sachs International over 7,000,000 Ordinary Shares. Such shares were pledged by BRS Capital Limited to Goldman Sachs International (and its affiliates) as security for indebtedness owed by BRS Capital Limited to Goldman Sachs International (and its affiliates) under the collar transaction, and BRS Capital Limited entered into related put and call options referencing the 7,000,000 Ordinary Shares. Under the terms of the pledge, Goldman Sachs International had the right to transfer legal title to these shares to itself by the exercise of rehypothecation rights, which it exercised in respect of all of the Ordinary Shares. However, BRS Capital Limited could, subject to certain conditions, recall the Ordinary Shares for the purposes of exercising voting rights thereunder. On 28 February 2020, Goldman Sachs International exercised its right to terminate the funded collar transaction in accordance with its terms. The termination of the funded collar transaction becomes effective on 2 March 2020. Goldman Sachs International has elected to discharge its obligation to return the 7,000,000 Ordinary Shares of the Company it has rehypothecated to BRS Capital by way of making a cash equivalent payment to BRS Capital Limited, to be offset against the amount payable by BRS Capital Limited to Goldman Sachs International on termination of the funded collar transaction. | |||||
c) | Price(s) and volume(s) |
| |||||
d) | Aggregated information - Aggregated volume - Price | Aggregated volume: N/A Price: N/A Total: N/A | |||||
e) | Date of the transaction | 2020-03-02 | |||||
f) | Place of the transaction | Outside a trading venue | |||||
The below notifications set out Dr. B. R. Shetty's present understanding of the transactions being notified based on information currently available. Dr. B. R. Shetty and his advisers are investigating the details and legal basis of these transactions as part of the ongoing legal review.
2. Amendments to PCA notifications of 18 February 2020
1. | Details of the person discharging managerial responsibilities/ person closely associated | ||||||
a) | Name | BRS International Holding Ltd | |||||
2. | Reason for the notification | ||||||
a) | Position/status | This notification concerns a person closely associated with a person discharging managerial responsibilities, being Dr. Bavaguthu Raghuram Shetty who at the time of the transaction was Joint Non-Executive Chairman of the issuer | |||||
b) | Initial notification/ Amendment | This is an amendment to the initial notification of 18 February 2020 (RNS number: 3932D) to include details of the place of each transaction | |||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||||
a) | Name | NMC Health Plc | |||||
b) | LEI | 2138008YQEVWBE1V2M52 | |||||
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted | ||||||
a) | Description of the financial instrument, type of instrument
Identification code | Ordinary shares ISIN: GB00B7FC0762 | |||||
b) | Nature of the transaction | On 16 February 2020, BRS International Holding Ltd received auto-generated statements from First Abu Dhabi Bank which stated that between 3 and 6 February 2020, First Abu Dhabi Bank sold in total 10,900,000 Ordinary Shares of NMC Health plc which had been held in an account in the name of BRS International Holding Limited. This notification relates to one of the sales included in the auto-generated statements and sets out Dr. B. R. Shetty's present understanding of such sale based on information currently available.This information has not as yet been independently verified: Dr. B. R. Shetty and his advisers are urgently investigating the details and legal basis of this transaction as part of the ongoing legal review. | |||||
c) | Price(s) and volume(s) |
| |||||
d) | Aggregated information - Aggregated volume - Price | Aggregated volume: 2000000 Price: GBP 10.8011 Total: GBP 21,602,258.00 | |||||
e) | Date of the transaction | 2020-02-03 | |||||
f) | Place of the transaction | London Stock Exchange - Regulated Market: XLON | |||||
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted | |||||
a) | Description of the financial instrument, type of instrument
Identification code | Ordinary shares ISIN: GB00B7FC0762 | ||||
b) | Nature of the transaction | On 16 February 2020, BRS International Holding Ltd received auto-generated statements from First Abu Dhabi Bank which stated that between 3 and 6 February 2020, First Abu Dhabi Bank sold in total 10,900,000 Ordinary Shares of NMC Health plc which had been held in an account in the name of BRS International Holding Limited. This notification relates to one of the sales included in the auto-generated statements and sets out Dr. B. R. Shetty's present understanding of such sale based on information currently available. This information has not as yet been independently verified: Dr. B. R. Shetty and his advisers are urgently investigating the details and legal basis of this transaction as part of the ongoing legal review. | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information - Aggregated volume - Price | Aggregated volume: 170153 Price: GBP 12.5135 Total: GBP 2,129,211.61 | ||||
e) | Date of the transaction | 2020-02-03 | ||||
f) | Place of the transaction | London Stock Exchange - Regulated Market: XLON | ||||
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted | |||||
a) | Description of the financial instrument, type of instrument
Identification code | Ordinary shares ISIN: GB00B7FC0762 | ||||
b) | Nature of the transaction | On 16 February 2020, BRS International Holding Ltd received auto-generated statements from First Abu Dhabi Bank which stated that between 3 and 6 February 2020, First Abu Dhabi Bank sold in total 10,900,000 Ordinary Shares of NMC Health plc which had been held in an account in the name of BRS International Holding Limited. This notification relates to one of the sales included in the auto-generated statements and sets out Dr. B. R. Shetty's present understanding of such sale based on information currently available. This information has not as yet been independently verified: Dr. B. R. Shetty and his advisers are urgently investigating the details and legal basis of this transaction as part of the ongoing legal review. | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information - Aggregated volume - Price | Aggregated volume: 4644525 Price: GBP 10.1710 Total: GBP 47,239,519.51 | ||||
e) | Date of the transaction | 2020-02-04 | ||||
f) | Place of the transaction | London Stock Exchange - Regulated Market: XLON | ||||
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted | |||||
a) | Description of the financial instrument, type of instrument
Identification code | Ordinary shares ISIN: GB00B7FC0762 | ||||
b) | Nature of the transaction | On 16 February 2020, BRS International Holding Ltd received auto-generated statements from First Abu Dhabi Bank which stated that between 3 and 6 February 2020, First Abu Dhabi Bank sold in total 10,900,000 Ordinary Shares of NMC Health plc which had been held in an account in the name of BRS International Holding Limited. This notification relates to one of the sales included in the auto-generated statements and sets out Dr. B. R. Shetty's present understanding of such sale based on information currently available. This information has not as yet been independently verified: Dr. B. R. Shetty and his advisers are urgently investigating the details and legal basis of this transaction as part of the ongoing legal review. | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information - Aggregated volume - Price | Aggregated volume: 1917520 Price: GBP 9.7253 Total: GBP 18,648,505.19 | ||||
e) | Date of the transaction | 2020-02-05 | ||||
f) | Place of the transaction | London Stock Exchange - Regulated Market: XLON | ||||
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted | |||||
a) | Description of the financial instrument, type of instrument
Identification code | Ordinary shares ISIN: GB00B7FC0762 | ||||
b) | Nature of the transaction | On 16 February 2020, BRS International Holding Ltd received auto-generated statements from First Abu Dhabi Bank which stated that between 3 and 6 February 2020, First Abu Dhabi Bank sold in total 10,900,000 Ordinary Shares of NMC Health plc which had been held in an account in the name of BRS International Holding Limited. This notification relates to one of the sales included in the auto-generated statements and sets out Dr. B. R. Shetty's present understanding of such sale based on information currently available. This information has not as yet been independently verified: Dr. B. R. Shetty and his advisers are urgently investigating the details and legal basis of this transaction as part of the ongoing legal review. | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information - Aggregated volume - Price | Aggregated volume: 2167802 Price: GBP 10.2474 Total: GBP 22,214,489.55 | ||||
e) | Date of the transaction | 2020-02-06 | ||||
f) | Place of the transaction | London Stock Exchange - Regulated Market: XLON | ||||
3. Sale by Al Salam Bank of 6,175,790 Ordinary Shares
1. | Details of the person discharging managerial responsibilities/ person closely associated | ||||||
a) | Name | BRS International Holding Ltd | |||||
2. | Reason for the notification | ||||||
a) | Position/status | This notification concerns a person closely associated with a person discharging managerial responsibilities, being Dr. Bavaguthu Raghuram Shetty who at the time of the transaction was Joint Non-Executive Chairman of the issuer | |||||
b) | Initial notification/ Amendment | This is an initial notification | |||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||||
a) | Name | NMC Health Plc | |||||
b) | LEI | 2138008YQEVWBE1V2M52 | |||||
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted | ||||||
a) | Description of the financial instrument, type of instrument
Identification code | Ordinary shares ISIN: GB00B7FC0762 | |||||
b) | Nature of the transaction | On 16 February 2020, BRS International received two auto-generated customer advice notes from Al Salam Bank which stated that between 7 and 10 February 2020, Al Salam Bank sold in total 6,175,790 Ordinary Shares of NMC Health plc for the account of BRS International Holding Ltd. This notification relates to one of the sales included in the statements and sets out Dr. B. R. Shetty's present understanding of such sale based on information currently available.Dr. B. R. Shetty and his advisers are investigating the details and legal basis of this transaction as part of the ongoing legal review. | |||||
c) | Price(s) and volume(s) |
| |||||
d) | Aggregated information - Aggregated volume - Price | Aggregated volume: 760803 Price: GBP 8.07704152 Total: GBP 6,145,037.42 | |||||
e) | Date of the transaction | 2020-02-07 | |||||
f) | Place of the transaction | UNKNOWN | |||||
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted | |||||
a) | Description of the financial instrument, type of instrument
Identification code | Ordinary shares ISIN: GB00B7FC0762 | ||||
b) | Nature of the transaction | On 16 February 2020, BRS International received two auto-generated customer advice notes from Al Salam Bank which stated that between 7 and 10 February 2020, Al Salam Bank sold in total 6,175,790 Ordinary Shares of NMC Health plc for the account of BRS International Holding Ltd. This notification relates to one of the sales included in the statements and sets out Dr. B. R. Shetty's present understanding of such sale based on information currently available. Dr. B. R. Shetty and his advisers are investigating the details and legal basis of this transaction as part of the ongoing legal review. | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information - Aggregated volume - Price | Aggregated volume: 5414987 Price: GBP 7.57603183904 Total: GBP 41,024,113.92 | ||||
e) | Date of the transaction | 2020-02-10 | ||||
f) | Place of the transaction | UNKNOWN | ||||
4. Sale by First Abu Dhabi Bank of 2,600,000 Ordinary Shares
1. | Details of the person discharging managerial responsibilities/ person closely associated | ||||||
a) | Name | BRS International Holding Ltd | |||||
2. | Reason for the notification | ||||||
a) | Position/status | This notification concerns a person closely associated with a person discharging managerial responsibilities, being Dr. Bavaguthu Raghuram Shetty who at the time of the transaction was Joint Non-Executive Chairman of the issuer | |||||
b) | Initial notification/ Amendment | This is an initial notification | |||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||||
a) | Name | NMC Health Plc | |||||
b) | LEI | 2138008YQEVWBE1V2M52 | |||||
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted | ||||||
a) | Description of the financial instrument, type of instrument
Identification code | Ordinary shares ISIN: GB00B7FC0762 | |||||
b) | Nature of the transaction | On 24 February 2020, BRS International Holding Ltd received an auto-generated statement from First Abu Dhabi Bank which states that, between 11 and 13 February 2020, 2,600,000 Ordinary Shares in NMC Health plc which had been held in a First Abu Dhabi Bank account in the name of "BRS International Holding - UAB" have been sold. This notification relates to one of the sales (739,523 Ordinary Shares at a gross price of GBP 5,712,680.01) included in the statement and sets out Dr. B. R. Shetty's present understanding of such sale based on information currently available.Dr. B. R. Shetty and his advisers are investigating the details and legal basis of this transaction as part of the ongoing legal review. | |||||
c) | Price(s) and volume(s) |
| |||||
d) | Aggregated information - Aggregated volume - Price | Aggregated volume: 739523 Price: GBP 7.7248 Total: GBP 5,712,667.27 | |||||
e) | Date of the transaction | 2020-02-11 | |||||
f) | Place of the transaction | UNKNOWN | |||||
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted | |||||
a) | Description of the financial instrument, type of instrument
Identification code | Ordinary shares ISIN: GB00B7FC0762 | ||||
b) | Nature of the transaction | On 24 February 2020, BRS International Holding Ltd received an auto-generated statement from First Abu Dhabi Bank which states that, between 11 and 13 February 2020, 2,600,000 Ordinary Shares in NMC Health plc which had been held in a First Abu Dhabi Bank account in the name of "BRS International Holding - UAB" have been sold. This notification relates to one of the sales (1,247,165 Ordinary Shares at a gross price of GBP 10,395,446.43) included in the statement and sets out Dr. B. R. Shetty's present understanding of such sale based on information currently available.Dr. B. R. Shetty and his advisers are investigating the details and legal basis of this transaction as part of the ongoing legal review. | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information - Aggregated volume - Price | Aggregated volume: 1247165 Price: GBP 8.3352 Total: GBP 10,395,369.71 | ||||
e) | Date of the transaction | 2020-02-12 | ||||
f) | Place of the transaction | UNKNOWN | ||||
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted | |||||
a) | Description of the financial instrument, type of instrument
Identification code | Ordinary shares ISIN: GB00B7FC0762 | ||||
b) | Nature of the transaction | On 24 February 2020, BRS International Holding Ltd received an auto-generated statement from First Abu Dhabi Bank which states that, between 11 and 13 February 2020, 2,600,000 Ordinary Shares in NMC Health plc which had been held in a First Abu Dhabi Bank account in the name of "BRS International Holding - UAB" have been sold. This notification relates to one of the sales (613,312 Ordinary Shares at a gross price of GBP 4,824,032.29) included in the statement and sets out Dr. B. R. Shetty's present understanding of such sale based on information currently available.Dr. B. R. Shetty and his advisers are investigating the details and legal basis of this transaction as part of the ongoing legal review. | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information - Aggregated volume - Price | Aggregated volume: 613312 Price: GBP 7.8655 Total: GBP 4,824,005.54 | ||||
e) | Date of the transaction | 2020-02-13 | ||||
f) | Place of the transaction | UNKNOWN | ||||