21 Feb 2020 07:00
FOR IMMEDIATE RELEASE | 21 February 2020 |
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
NMC HEALTH PLC
(the "Company")
Statement regarding Major Holdings
Notification of Major Holdings
Notification of PDMR Interests
The Company refers to its announcements of 10, 14 and 18 February 2020 and to the legal review being undertaken by Dr Bavaguthu Raghuram Shetty ("Dr Shetty") and his advisers in order to verify the total interests of Dr Shetty in the ordinary shares of the Company ("Ordinary Shares").
The Company has received notifications of major holdings from Mr Khaleefa Butti Omair Al Muhairi ("Khaleefa Bin Butti") and H.E. Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi ("H.E. Saeed Bin Butti") (the "TR-1s") and a PDMR/PCA transaction notification from Khaleefa Bin Butti (the "PDMR Notification").
The TR-1s and PDMR Notification are being published by the Company in the form received, as the Company is required to do under MAR and the DTRs.
The Company is not able to independently verify the information contained in the TR-1s or the PDMR Notification. In particular, the Company wishes to draw attention to Section 11 of each TR-1, which includes, among other things, a list of information in relation to H.E. Saeed Bin Butti and Khaleefa Bin Butti's holdings or purported holdings of Ordinary Shares that their advisers have been unable to confirm. That list includes the status of 10,900,000 Ordinary Shares that the Company has been notified by H.E. Saeed Bin Butti and Khaleefa Bin Butti's advisers were held by BRS International Holding Limited (of which Dr Shetty is the sole shareholder) for H.E. Saeed Bin Butti and Khaleefa Bin Butti pursuant to a Memorandum of Understanding dated 31 May 2017, but which, according to notifications sent by Dr Shetty to the Company and published by the Company on 18 February 2020, were sold by First Abu Dhabi Bank between 3 and 6 February 2020.
The Company continues urgently to seek clarity from each of Dr Shetty, Khaleefa Bin Butti and H.E. Saeed Bin Butti in relation to their respective shareholdings, and encourages Dr Shetty, Khaleefa Bin Butti and H.E. Saeed Bin Butti, and their advisers, to agree the legal position in relation to their ownership of the Ordinary Shares in question without further delay.
Further announcements may be made as and when appropriate.
The individual responsible for releasing this announcement is Simon Watkins, Group Company Secretary.
Enquiries:
NMC Health plc |
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Simon Watkins, Group Company Secretary | +44 (0) 203 205 7313 |
Asjad Yahya, Head of Investor Relations | +971 (0) 56 219 0975 |
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FTI Consulting |
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Edward Bridges / Simon Conway / Victoria Foster Mitchell | +44 (0)20 3727 1000 |
Shane Dolan | +971 (0)4 437 2100 |
About NMC Health
NMC is one of the leading private healthcare operators in the Gulf Cooperation Council ("GCC") with an international network of multi-specialty inpatient and outpatient clinics and hospitals, specialized maternity and fertility clinics, and long-term care homes hospitals across nineteen countries. NMC also ranks as one of the top two in-vitro fertilisation operators globally. The NMC Health group is recognised as a leading provider of long-term medical care in the UAE through its subsidiary ProVita. Pursing a selective international expansion programme since 2016, NMC has total capacity of 2,207 licensed beds across its network. Moreover, the recent formation of a joint venture with GOSI/Hassana Investment Company provides a solid platform for continued growth in the GCC region's largest healthcare market. The NMC Health group treated over 7.5 million patients in 2018. The NMC Health group is also a leading UAE supplier of products and consumables coming from healthcare related products. NMC reported revenues of US$2.1 billion for the year ended 31 December 2018.
In April 2012, NMC was listed on the Premium Segment of the London Stock Exchange. NMC is a constituent of the FTSE 100 Index.
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 | ||||||
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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 |
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2. Reason for the notification (please mark the appropriate box or boxes with an "X") | ||||||
An acquisition or disposal of voting rights | X | |||||
An acquisition or disposal of financial instruments |
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An event changing the breakdown of voting rights |
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Other (please specify)iii: Disclosure of holdings not previously disclosed | X | |||||
3. Details of person subject to the notification obligationiv | ||||||
Name | Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi | |||||
City and country of registered office (if applicable) |
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4. Full name of shareholder(s) (if different from 3.)v | ||||||
Name |
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City and country of registered office (if applicable) |
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5. Date on which the threshold was crossed or reachedvi: | For the period from 31 May 2017 to 17 February 2020 | |||||
6. Date on which issuer notified (DD/MM/YYYY): | 19 February 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 | 11.38% |
| 11.38% | 208,703,861 | ||
Position of previous notification (if applicable) | 7.67% |
| 7.67% |
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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) | 5,992,240 | 17,758,475 | 2.87% | 8.51% | |||||
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SUBTOTAL 8. A | 23,750,715 | 11.38% | |||||||
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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 | |||||
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| 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 | ||||
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| SUBTOTAL 8.B.2 |
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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 |
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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) |
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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 Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi | 11.38% |
| 11.38% | |
Infinite Investments, LLC (jointly owned by H.E. Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi and Mr. Khaleefa Butti Omair Yousif Ahmed Al Muhairi) | 4.89% |
| 4.89% | |
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Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi | 11.38% |
| 11.38% | |
Saeed Mohamed Butti Al Qebaisi Limited (a wholly owned company of Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi) | 0.48% |
| 0.48% | |
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Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi | 11.38% |
| 11.38% | |
BRS International Holdings Limited (shares held to the the order of Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi and Mr. Khaleefa Butti Omair Yousif Ahmed Al Muhairi pursuant to the document entitled "Memorandum of Understanding" dated 31 May 2017) | 5.58% |
| 5.58% | |
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10. In case of proxy voting, please identify: | ||||
Name of the proxy holder |
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The number and % of voting rights held |
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The date until which the voting rights will be held |
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11. Additional informationxvi | ||||
This filing is being submitted to disclose additional shares held by Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi, previously not disclosed. As disclosed in the announcement dated 14 February 2020 (RNS Number: 0813D) (the "Company Announcement"):
·; 20,428,571 ordinary shares of the Company ("Ordinary Shares") held by BRS International Holding Limited ("BRSIH") were to be held to the order of Mr Khaleefa Butti Omair Yousif Ahmed Al Muhairi and Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi by Dr. B.R. Shetty pursuant to the document entitled "Memorandum of Understanding" dated 31 May 2017 ("MoU") referred to in the Company's announcement of 10 February 2020.
·; As per the MoU, these 20,428,571 Ordinary Shares were to be voted in accordance with the instructions of Mr Khaleefa Butti Omair Yousif Ahmed Al Muhairi and Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi. Notwithstanding the purported arrangement pursuant to which the Ordinary Shares were to be held to the order of Mr Khaleefa Butti Omair Yousif Ahmed Al Muhairi and Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi and voted in accordance with their instructions, the advisers to Mr Khaleefa Butti Omair Yousif Ahmed Al Muhairi and Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi continue to assess the ownership and control of the rights attaching to those shares.
·; Of the 20,428,571 Ordinary Shares held to the order of Mr Khaleefa Butti Omair Yousif Ahmed Al Muhairi and Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi:
o 13,500,000 Ordinary Shares were transferred to First Abu Dhabi Bank in the name of BRSIH with 10,900,000 Ordinary Shares free of encumbrance and 2,600,000 Ordinary Shares pledged to United Arab Bank ("UAB") of which 2,600,000 Ordinary Shares have subsequently been sold by UAB as enforcement of security, (including 613,312 Ordinary Shares pledged with UAB which were previously understood (and consequentially stated to NMC as such) to be unencumbered by Mr Khaleefa Butti Omair Yousif Ahmed Al Muhairi and Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi); and
o 6,500,000 Ordinary Shares were transferred to Al Salam Bank Bahrain ("Al Salam") to an account in the name of BRSIH and pledged to Al Salam, of which 6,175,790 Ordinary Shares have subsequently been sold by Al Salam as enforcement of security, leaving 324,210 Ordinary Shares that were previously pledged with Al Salam unencumbered by Mr Khaleefa Butti Omair Yousif Ahmed Al Muhairi and Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi.
The advisers to Mr Khaleefa Butti Omair Yousif Ahmed Al Muhairi and Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi are unable to advise to the current position in the remaining 428,571 Ordinary Shares. In addition, they are unable to confirm the current position in relation to the 10,900,000 Ordinary Shares that they understand are being held by First Abu Dhabi Bank,in relation to which they note the announcement by the Company dated 18 February 2020 (RNS Number: 3932D) and are also seeking urgent clarification on the same or the 324,210 Ordinary Shares that they understand are being held by Al Salam.
Therefore, as at the date of the notification, the advisers to Mr Khaleefa Butti Omair Yousif Ahmed Al Muhairi and Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi are unable to advise as to the current position of a total of 11,652,781 Ordinary Shares held by BRSIH.
Post the Company Announcement, Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi was informed that:
·; on 11 February 2020, 557,229 unencumbered Ordinary Shares held by Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi were sold by FAB. Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi believes that these 557,229 Ordinary Shares were not pledged to FAB and Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi and his advisers are investigating the date of sale, price of sale and reason for sale of such Ordinary Shares by FAB;
·; on 12 February 2020, 107,477 unencumbered Ordinary Shares held by Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi were sold by FAB. Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi believes that these 107,477 Ordinary Shares were not pledged to FAB and Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi and his advisers are investigating the date of sale, price of sale and reason for sale of such Ordinary Shares by FAB;
971,907 Ordinary Shares of Infinite Investments LLC on 14 February 2020 and 1,235,257 on 17 February 2020, have been sold as enforcement of security; ·; on 17 February 2020, 34,708 Ordinary Shares of Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi, , have been sold as enforcement of security.
Infinite is a company jointly owned and controlled by Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi and Mr Khaleefa Butti Omair Yousif Ahmed Al Muhairi. Infinite is a direct shareholder in NMC Health plc and owns 4.89% shares in NMC Health plc.
This notification consolidates (i) the remaining Ordinary Shares held by BRSIH, subject to the above caveats; and (ii) 50% of the shareholding of Infinite Investments, LLC with the direct and indirect shareholding of Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi.
The situation in relation to the shares held by BRSIH is still subject to analysis and updated notifications will be made as required. | ||||
Place of completion | [Abu Dhabi] |
Date of completion | 19 February 2020 |
Notes
i Please note that national forms may vary due to specific national legislation (Article 3(1a) of Directive 2004/109/EC) as for instance the applicable thresholds or information regarding capital holdings.
ii Full name of the legal entity and further specification of the issuer or underlying issuer, provided it is reliable and accurate (e.g. address, LEI, domestic number identity). Indicate in the relevant section whether the issuer is a non UK issuer.
iii Other reason for the notification could be voluntary notifications, changes of attribution of the nature of the holding (e.g. expiring of financial instruments) or acting in concert.
iv This should be the full name of (a) the shareholder; (b) the natural person or legal entity acquiring, disposing of or exercising voting rights in the cases provided for in DTR5.2.1 (b) to (h)/ Article 10 (b) to (h) of Directive 2004/109/EC; (c) all parties to the agreement referred to in Article 10 (a) of Directive 2004/109/EC (DTR5.2.1 (a)) or (d) the holder of financial instruments referred to in Article 13(1) of Directive 2004/109/EC (DTR5.3.1).
As the disclosure of cases of acting in concert may vary due to the specific circumstances (e.g. same or different total positions of the parties, entering or exiting of acting in concert by a single party) the standard form does not provide for a specific method how to notify cases of acting in concert.
In relation to the transactions referred to in points (b) to (h) of Article 10 of Directive 2004/109/EC (DTR5.2.1 (b) to (h)), the following list is provided as indication of the persons who should be mentioned:
- in the circumstances foreseen in letter (b) of Article 10 of that Directive (DTR5.2.1 (b)), the natural person or legal entity that acquires the voting rights and is entitled to exercise them under the agreement and the natural person or legal entity who is transferring temporarily for consideration the voting rights;
- in the circumstances foreseen in letter (c) of Article 10 of that Directive (DTR5.2.1 (c)), the natural person or legal entity holding the collateral, provided the person or entity controls the voting rights and declares its intention of exercising them, and natural person or legal entity lodging the collateral under these conditions;
- in the circumstances foreseen in letter (d) of Article 10 of that Directive (DTR5.2.1 (d)), the natural person or legal entity who has a life interest in shares if that person or entity is entitled to exercise the voting rights attached to the shares and the natural person or legal entity who is disposing of the voting rights when the life interest is created;
- in the circumstances foreseen in letter (e) of Article 10 of that Directive (DTR5.2.1 (e)), the controlling natural person or legal entity and, provided it has a notification duty at an individual level under Article 9 (DTR 5.1), under letters (a) to (d) of Article 10 of that Directive (DTR5.2.1 (a) to (d)) or under a combination of any of those situations, the controlled undertaking;
- in the circumstances foreseen in letter (f) of Article 10 of that Directive (DTR5.2.1 (f)), the deposit taker of the shares, if he can exercise the voting rights attached to the shares deposited with him at his discretion, and the depositor of the shares allowing the deposit taker to exercise the voting rights at his discretion;
- in the circumstances foreseen in letter (g) of Article 10 of that Directive (DTR5.2.1 (g)), the natural person or legal entity that controls the voting rights;
- in the circumstances foreseen in letter (h) of Article 10 of that Directive (DTR5.2.1 (h)), the proxy holder, if he can exercise the voting rights at his discretion, and the shareholder who has given his proxy to the proxy holder allowing the latter to exercise the voting rights at his discretion (e.g. management companies).
v Applicable in the cases provided for in Article 10 (b) to (h) of Directive 2004/109/EC (DTR5.2.1 (b) to (h). This should be the full name of the shareholder who is the counterparty to the natural person or legal entity referred to in Article 10 of that Directive (DTR5.2) unless the percentage of voting rights held by the shareholder is lower than the lowest notifiable threshold for the disclosure of voting rights holdings in accordance with national practices (e.g. identification of funds managed by management companies).
vi The date on which threshold is crossed or reached should be the date on which the acquisition or disposal took place or the other reason triggered the notification obligation. For passive crossings, the date when the corporate event took effect.
vii The total number of voting rights shall be composed of all the shares, including depository receipts representing shares, to which voting rights are attached even if the exercise thereof is suspended.
viii If the holding has fallen below the lowest applicable threshold in accordance with national law, please note that it might not be necessary in accordance with national law to disclose the extent of the holding, only that the new holding is below that threshold.
ix In case of combined holdings of shares with voting rights attached "direct holding" and voting rights "indirect holding", please split the voting rights number and percentage into the direct and indirect columns - if there is no combined holdings, please leave the relevant box blank.
x Date of maturity/expiration of the financial instrument i.e. the date when right to acquire shares ends.
xi If the financial instrument has such a period - please specify this period - for example once every 3 months starting from [date].
xii In case of cash settled instruments the number and percentages of voting rights is to be presented on a delta-adjusted basis (Article 13(1a) of Directive 2004/109/EC) (DTR 5.3.3.A).
xiii If the person subject to the notification obligation is either controlled and/or does control another undertaking then the second option applies.
xiv The full chain of controlled undertakings starting with the ultimate controlling natural person or legal entity has to be presented also in the cases, in which only on subsidiary level a threshold is crossed or reached and the subsidiary undertaking discloses the notification as only thus the markets get always the full picture of the group holdings. In case of multiple chains through which the voting rights and/or financial instruments are effectively held the chains have to be presented chain by chain leaving a row free between different chains (e.g.: A, B, C, free row, A, B, D, free row, A, E, F etc.).
xv The names of controlled undertakings through which the voting rights and/or financial instruments are effectively held have to be presented irrespectively whether the controlled undertakings cross or reach the lowest applicable threshold themselves.
xvi Example: Correction of a previous notification.
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 | ||||||
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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 |
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2. Reason for the notification (please mark the appropriate box or boxes with an "X") | ||||||
An acquisition or disposal of voting rights | X | |||||
An acquisition or disposal of financial instruments |
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An event changing the breakdown of voting rights |
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Other (please specify)iii: Disclosure of holdings not previously disclosed | 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) |
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4. Full name of shareholder(s) (if different from 3.)v | ||||||
Name |
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City and country of registered office (if applicable) |
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5. Date on which the threshold was crossed or reachedvi: | For the period from 31 May 2017 to 17 February 2020 | |||||
6. Date on which issuer notified (DD/MM/YYYY): | 19 February 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 | 19.73% |
| 19.73% | 208,703,861 | ||
Position of previous notification (if applicable) | 16.14% |
| 16.14% |
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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) | 6,636,719 | 34,534,943 | 3.18% | 16.55% | |||||
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SUBTOTAL 8. A | 41,171,662 | 19.73% | |||||||
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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 | |||||
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| 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 | ||||
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| SUBTOTAL 8.B.2 |
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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 |
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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) |
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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 | 19.73% |
| 19.73% | |
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) | 4.89% |
| 4.89% | |
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Mr Khaleefa Butti Omair Yousif Ahmed Al Muhairi | 19.73% |
| 19.73% | |
Khaleefa Butti Omair Al Muhairi Limited (wholly owned company of Mr Khaleefa Butti Omair Yousif Ahmed Al Muhairi) | 8.52% |
| 8.52% | |
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Mr Khaleefa Butti Omair Yousif Ahmed Al Muhairi | 19.73% |
| 19.73% | |
BRS International Holdings Limited (shares held to the order of Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi and Mr. Khaleefa Butti Omair Yousif Ahmed Al Muhairi pursuant to the document entitled "Memorandum of Understanding" dated 31 May 2017) | 5.58% |
| 5.58% | |
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10. In case of proxy voting, please identify: | ||||
Name of the proxy holder |
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The number and % of voting rights held |
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The date until which the voting rights will be held |
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11. Additional informationxvi | ||||
This filing is being submitted to disclose additional shares held by Mr Khaleefa Butti Omair Yousif Ahmed Al Muhairi, previously not disclosed. As disclosed in the announcement dated 14 February 2020 (RNS Number: 0813D) (the "Company Announcement"):
·; 20,428,571 ordinary shares of the Company ("Ordinary Shares") held by BRS International Holding Limited ("BRSIH") were to be held to the order of Mr Khaleefa Butti Omair Yousif Ahmed Al Muhairi and Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi by Dr. B.R. Shetty pursuant to the document entitled "Memorandum of Understanding" dated 31 May 2017 ("MoU") referred to in the Company's announcement of 10 February 2020.
·; As per the MoU, these 20,428,571 Ordinary Shares were to be voted in accordance with the instructions of Mr Khaleefa Butti Omair Yousif Ahmed Al Muhairi and Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi. Notwithstanding the purported arrangement pursuant to which the Ordinary Shares were to be held to the order of Mr Khaleefa Butti Omair Yousif Ahmed Al Muhairi and Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi and voted in accordance with their instructions, the advisers to Mr Khaleefa Butti Omair Yousif Ahmed Al Muhairi and Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi continue to assess the ownership and control of the rights attaching to those shares.
·; Of the 20,428,571 Ordinary Shares held to the order of Mr Khaleefa Butti Omair Yousif Ahmed Al Muhairi and Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi:
o 13,500,000 Ordinary Shares were transferred to First Abu Dhabi Bank in the name of BRSIH with 10,900,000 Ordinary Shares free of encumbrance and 2,600,000 Ordinary Shares pledged to United Arab Bank ("UAB") of which 2,600,000 Ordinary Shares have subsequently been sold by UAB as enforcement of security, (including 613,312 Ordinary Shares pledged with UAB which were previously understood (and consequentially stated to NMC as such) to be unencumbered by Mr Khaleefa Butti Omair Yousif Ahmed Al Muhairi and Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi); and
o 6,500,000 Ordinary Shares were transferred to Al Salam Bank Bahrain ("Al Salam") to an account in the name of BRSIH and pledged to Al Salam, of which 6,175,790 Ordinary Shares have subsequently been sold by Al Salam as enforcement of security, leaving 324,210 Ordinary Shares that were previously pledged with Al Salam unencumbered by Mr Khaleefa Butti Omair Yousif Ahmed Al Muhairi and Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi.
The advisers to Mr Khaleefa Butti Omair Yousif Ahmed Al Muhairi and Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi are unable to advise to the current position in the remaining 428,571 Ordinary Shares. In addition, they are unable to confirm the current position in relation to the 10,900,000 Ordinary Shares that they understand are being held by First Abu Dhabi Bank, in relation to which they note the announcement by the Company dated 18 February 2020 (RNS Number: 3932D) and are also seeking urgent clarification in relation to the same or the 324,210 Ordinary Shares that they understand are being held by Al Salam.
Therefore, as at the date of the notification, the advisers to Mr Khaleefa Butti Omair Yousif Ahmed Al Muhairi and Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi are unable to advise as to the current position of a total of 11,652,781 Ordinary Shares held by BRSIH.
Post the Company Announcement,
971,907 Ordinary Shares of Infinite Investments LLC on 14 February 2020 and 1,235,257 on 17 February 2020, have been sold as enforcement of security;
·; 1,635,294 Ordinary Shares of Mr Khaleefa Butti Omair Yousif Ahmed Al Muhairi were sold by FAB. Mr Khaleefa Butti Omair Yousif Ahmed Al Muhairi believes that these 1,635,294 Ordinary Shares were not pledged to FAB and Mr Khaleefa Butti Omair Yousif Ahmed Al Muhairi and his advisers are investigating the date of sale, price of sale and reason for sale of such Ordinary Shares by FAB.
Infinite is a company jointly owned and controlled by Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi and Mr Khaleefa Butti Omair Yousif Ahmed Al Muhairi. Infinite is a direct shareholder in NMC Health plc and owns 4.89% shares in NMC Health plc.
This notification consolidates (i) the remaining Ordinary Shares held by BRSIH, subject to the above caveats; and (ii) 50% of the shareholding of Infinite Investments, LLC with the direct and indirect shareholding of Mr Khaleefa Butti Omair Yousif Ahmed Al Muhairi.
The situation in relation to the shares held by BRSIH is still subject to analysis and updated notifications will be made as required.
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Place of completion | [Abu Dhabi] |
Date of completion | 19 February 2020 |
Notes
i Please note that national forms may vary due to specific national legislation (Article 3(1a) of Directive 2004/109/EC) as for instance the applicable thresholds or information regarding capital holdings.
ii Full name of the legal entity and further specification of the issuer or underlying issuer, provided it is reliable and accurate (e.g. address, LEI, domestic number identity). Indicate in the relevant section whether the issuer is a non UK issuer.
iii Other reason for the notification could be voluntary notifications, changes of attribution of the nature of the holding (e.g. expiring of financial instruments) or acting in concert.
iv This should be the full name of (a) the shareholder; (b) the natural person or legal entity acquiring, disposing of or exercising voting rights in the cases provided for in DTR5.2.1 (b) to (h)/ Article 10 (b) to (h) of Directive 2004/109/EC; (c) all parties to the agreement referred to in Article 10 (a) of Directive 2004/109/EC (DTR5.2.1 (a)) or (d) the holder of financial instruments referred to in Article 13(1) of Directive 2004/109/EC (DTR5.3.1).
As the disclosure of cases of acting in concert may vary due to the specific circumstances (e.g. same or different total positions of the parties, entering or exiting of acting in concert by a single party) the standard form does not provide for a specific method how to notify cases of acting in concert.
In relation to the transactions referred to in points (b) to (h) of Article 10 of Directive 2004/109/EC (DTR5.2.1 (b) to (h)), the following list is provided as indication of the persons who should be mentioned:
- in the circumstances foreseen in letter (b) of Article 10 of that Directive (DTR5.2.1 (b)), the natural person or legal entity that acquires the voting rights and is entitled to exercise them under the agreement and the natural person or legal entity who is transferring temporarily for consideration the voting rights;
- in the circumstances foreseen in letter (c) of Article 10 of that Directive (DTR5.2.1 (c)), the natural person or legal entity holding the collateral, provided the person or entity controls the voting rights and declares its intention of exercising them, and natural person or legal entity lodging the collateral under these conditions;
- in the circumstances foreseen in letter (d) of Article 10 of that Directive (DTR5.2.1 (d)), the natural person or legal entity who has a life interest in shares if that person or entity is entitled to exercise the voting rights attached to the shares and the natural person or legal entity who is disposing of the voting rights when the life interest is created;
- in the circumstances foreseen in letter (e) of Article 10 of that Directive (DTR5.2.1 (e)), the controlling natural person or legal entity and, provided it has a notification duty at an individual level under Article 9 (DTR 5.1), under letters (a) to (d) of Article 10 of that Directive (DTR5.2.1 (a) to (d)) or under a combination of any of those situations, the controlled undertaking;
- in the circumstances foreseen in letter (f) of Article 10 of that Directive (DTR5.2.1 (f)), the deposit taker of the shares, if he can exercise the voting rights attached to the shares deposited with him at his discretion, and the depositor of the shares allowing the deposit taker to exercise the voting rights at his discretion;
- in the circumstances foreseen in letter (g) of Article 10 of that Directive (DTR5.2.1 (g)), the natural person or legal entity that controls the voting rights;
- in the circumstances foreseen in letter (h) of Article 10 of that Directive (DTR5.2.1 (h)), the proxy holder, if he can exercise the voting rights at his discretion, and the shareholder who has given his proxy to the proxy holder allowing the latter to exercise the voting rights at his discretion (e.g. management companies).
v Applicable in the cases provided for in Article 10 (b) to (h) of Directive 2004/109/EC (DTR5.2.1 (b) to (h). This should be the full name of the shareholder who is the counterparty to the natural person or legal entity referred to in Article 10 of that Directive (DTR5.2) unless the percentage of voting rights held by the shareholder is lower than the lowest notifiable threshold for the disclosure of voting rights holdings in accordance with national practices (e.g. identification of funds managed by management companies).
vi The date on which threshold is crossed or reached should be the date on which the acquisition or disposal took place or the other reason triggered the notification obligation. For passive crossings, the date when the corporate event took effect.
vii The total number of voting rights shall be composed of all the shares, including depository receipts representing shares, to which voting rights are attached even if the exercise thereof is suspended.
viii If the holding has fallen below the lowest applicable threshold in accordance with national law, please note that it might not be necessary in accordance with national law to disclose the extent of the holding, only that the new holding is below that threshold.
ix In case of combined holdings of shares with voting rights attached "direct holding" and voting rights "indirect holding", please split the voting rights number and percentage into the direct and indirect columns - if there is no combined holdings, please leave the relevant box blank.
x Date of maturity/expiration of the financial instrument i.e. the date when right to acquire shares ends.
xi If the financial instrument has such a period - please specify this period - for example once every 3 months starting from [date].
xii In case of cash settled instruments the number and percentages of voting rights is to be presented on a delta-adjusted basis (Article 13(1a) of Directive 2004/109/EC) (DTR 5.3.3.A).
xiii If the person subject to the notification obligation is either controlled and/or does control another undertaking then the second option applies.
xiv The full chain of controlled undertakings starting with the ultimate controlling natural person or legal entity has to be presented also in the cases, in which only on subsidiary level a threshold is crossed or reached and the subsidiary undertaking discloses the notification as only thus the markets get always the full picture of the group holdings. In case of multiple chains through which the voting rights and/or financial instruments are effectively held the chains have to be presented chain by chain leaving a row free between different chains (e.g.: A, B, C, free row, A, B, D, free row, A, E, F etc.).
xv The names of controlled undertakings through which the voting rights and/or financial instruments are effectively held have to be presented irrespectively whether the controlled undertakings cross or reach the lowest applicable threshold themselves.
xvi Example: Correction of a previous notification.
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.
1 | Details of PDMR / person closely associated with them ('PCA') | |||||||||||||||||||
a) | Name | Mr. Khaleefa Butti Omair Al Muhairi, Infinite Investments LLC (a company jointly owned and controlled by H.E. Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi and Mr. Khaleefa Butti Omair Yousif Ahmed Al Muhairi. This notification also relates to shares in NMC Health plc held to the order of Mr. Khaleefa Butti Omair Al Muhairi and Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi by BR Shetty and BRS International Holding Limited ("BRSIH") and or other entities connected with BR Shetty. None of Mr. Khaleefa Butti Omair Al Muhairi or H.E. Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi had or have any ownership or control or any other involvement with BRSIH whatsoever, beyond that BR Shetty placed the relevant shares held to order in custody accounts in the name of BRSIH. | ||||||||||||||||||
b) | Position/Status | Executive Vice Chairman and person closely associated with Mr. Khaleefa Butti Omair Al Muhairi (Executive Vice Chairman) | ||||||||||||||||||
c) | Initial notification/amendment | Initial Notification | ||||||||||||||||||
2 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||||||||||||||
a) | Description of financial instrument | Ordinary shares of 10p each (ISIN: GB00B7FC0762) of NMC Health PLC | ||||||||||||||||||
b) | Nature of transaction | Acquisitions: ·; As disclosed in the announcement dated 14 February 2020 (RNS Number: 0813D) (the "Company Announcement"), 20,428,571 ordinary shares of the Company ("Ordinary Shares") held by BRS International Holding Limited ("BRSIH") were to be held to the order of Mr Khaleefa Butti Omair Yousif Ahmed Al Muhairi and Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi by Dr. B.R. Shetty pursuant to the document entitled "Memorandum of Understanding" dated 31 May 2017 (the "MoU") referred to in the Company's announcement of 10 February 2020.
As per the MoU, these 20,428,571 Ordinary Shares were to be voted in accordance with the instructions of Mr Khaleefa Butti Omair Yousif Ahmed Al Muhairi and Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi. Notwithstanding the purported arrangement pursuant to which the Ordinary Shares were to be held to the order of Mr Khaleefa Butti Omair Yousif Ahmed Al Muhairi and Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi and voted in accordance with their instructions, the advisers to Mr Khaleefa Butti Omair Yousif Ahmed Al Muhairi and Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi continue to assess the ownership and control of the rights attaching to those shares.
Of the 20,428,571 shares, as at the date of the notification, 8,775,790 shares have been sold as enforcement of security (see "Disposals" below) and the advisers to Mr Khaleefa Butti Omair Yousif Ahmed Al Muhairi and Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi are unable to advise as to the current position of a total of 11,652,781 Ordinary Shares held by BRSIH, although they note the announcement by the Company dated 18 February 2020 (RNS Number: 3932D in relation to the 10,900,000 Ordinary Shares) and are also seeking urgent clarification in relation to the same.
The situation in relation to these Ordinary Shares is still subject to analysis.
Pledges: ·; Pledge of shares by Infinite Investments LLC* (2,103,572 shares) on 13 May 2018, (428,452 shares) on 20 February 2019, (4,508,402 shares) on 25 February 2019, (6,890,000 shares of which 5,378,125 shares currently pledged) on 20 November 2017, ·; Pledge of shares by Mr. Khaleefa Butti Omair Al Muhairi (2,300,000 shares) on 5 September 2019, (2,300,000 shares) on 9 September 2019, (400,000 shares) on 12 September 2019, and (1,636,719 shares) on 25 February 2019 The above pledges represent pledges some of which are still outstanding. Work is ongoing to establish the details of pledges which may have been made and closed but not previously notified. Voting rights in relation to the shares being pledged were not affected and remained with Mr. Khaleefa Butti Omair Al Muhairi. * Infinite is a company jointly owned and controlled by Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi and Mr Khaleefa Butti Omair Yousif Ahmed Al Muhairi. Infinite is a direct shareholder in NMC Health plc and owns 4.89% shares in NMC Health plc. Disposals: ·; 1,000,000 shares of Infinite Investments LLC were sold on 10 February 2020, 511,875 shares were sold on 13 February 2020, pursuant to enforcement of security. ·; Of the 20,428,571 Ordinary Shares held to the order of Mr Khaleefa Butti Omair Yousif Ahmed Al Muhairi and Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi:
o 13,500,000 Ordinary Shares were transferred to First Abu Dhabi Bank in the name of BRSIH with 10,900,000 Ordinary Shares free of encumbrance and 2,600,000 Ordinary Shares pledged to United Arab Bank ("UAB") of which 2,600,000 Ordinary Shares have subsequently been sold by UAB as enforcement of security (including on 13 February 2020, 613,312 Ordinary Shares held by BRSIH pledged with UAB were sold by UAB. These shares were previously understood (and consequentially stated to NMC as such) to be unencumbered by Mr Khaleefa Butti Omair Yousif Ahmed Al Muhairi and Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi); and o 6,500,000 Ordinary Shares were transferred to Al Salam Bank Bahrain ("Al Salam") to an account in the name of BRSIH and pledged to Al Salam, of which 6,175,790 Ordinary Shares have subsequently been sold by Al Salam as enforcement of security, leaving 324,210 Ordinary Shares that were previously pledged with Al Salam unencumbered by Mr Khaleefa Butti Omair Yousif Ahmed Al Muhairi and Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi.
·; Further, post the Company Announcement on 14 February 2020:
o after an email update was provided to NMC, 971,907 Ordinary Shares of Infinite Investments LLC were sold on 14 February 2020 have been sold as enforcement of security;
o 1,635,294 Ordinary Shares of Mr Khaleefa Butti Omair Yousif Ahmed Al Muhairi were sold by FAB. Mr Khaleefa Butti Omair Yousif Ahmed Al Muhairi believes that these 1,635,294 Ordinary Shares were not pledged to FAB and Mr Khaleefa Butti Omair Yousif Ahmed Al Muhairi and his advisers are investigating the date of sale, price of sale and reason for sale of such Ordinary Shares by FAB.
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c) | Price(s) and volume(s) | Acquisitions Price - Foreign exchange private business valued at US$675 million Volume - 20,428,571 Pledges Price - N/A Volume - 19,055,270 Disposals
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d) | Aggregated information Aggregated volume Price | Acquisitions Aggregated volume - 20,428,571 Aggregated price - consideration equivalent to the value of shares held by H.E. Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi and Mr. Khaleefa Butti Omair Yousif Ahmed Al Muhairi in privately owned foreign exchange private businesses, valued for this purpose at $675,000,000. Pledges Aggregated volume - 20,690,564 Aggregated price - N/A Currency - GBP Disposals Aggregated volume - 12,894,866
Aggregated price - Please see details of disposals above Currency - GBP | ||||||||||||||||||
e) | Date of the transaction | 20 November 2017 to 14 February 2020 (the date on which Mr. Khaleefa Butti Omair Yousif Ahmed Al Muhairi ceased to be a PDMR) | ||||||||||||||||||
f) | Place of the transaction | For acquisitions: Outside a trading venue For the pledges: Outside a trading venue For the shares sold: London Stock Exchange | ||||||||||||||||||