23 Apr 2018 18:25
NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OR IN OR INTO AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW
NMC Health plc
NMC Health (Jersey) Limited, a wholly-owned subsidiary of NMC Health plc, placesUSD 450 million Senior Unsecured Guaranteed Bonds due 2025 convertible into ordinary shares of NMC Health plc
· Placement of USD 450 million senior unsecured guaranteed bonds convertible into ordinary shares of NMC Health plc to be issued by NMC Health (Jersey) Limited and guaranteed by NMC Health plc, NMC Healthcare LLC and certain other subsidiaries of NMC Health plc which guarantee NMC Healthcare LLC's current USD 1 billion bridge facility put in place at the time of the recent USD 2 billion capital structure refinancing at the beginning of 2018
· The convertible bonds will carry a coupon of 1.875% and an initial exchange price of USD 72.7301
London, 23 April 2018: NMC Health plc (LSE:NMC), the leading United Arab Emirates private healthcare operator with international services across 13 countries, announces the placement of senior, unsecured, guaranteed convertible bonds due 2025 (the "Bonds") with a principal amount of USD 450 million, convertible into ordinary shares (the "Shares") of NMC Health plc (the "Company"). The Bonds will be issued by NMC Health (Jersey) Limited (the "Issuer"). The Company and NMC Healthcare LLC shall, and the Company shall procure that certain other subsidiaries of the Company which guarantee NMC Healthcare LLC's USD 2 billion debt facility (together, the "Guarantors") shall, jointly and severally guarantee on a senior unsecured basis the full and punctual payment of all of the sums payable under the Bonds (the "Guarantees").
The Company obtained its first public ratings of BB+ (Outlook Stable) by S&P on 20 April 2018 and Ba1 by Moody's (Outlook Stable) on 22 April 2018. The Bonds are not expected to be rated.
Delivery of the Shares on conversion will be made by the Company.
If any Guarantee has not been executed and opinions in relation to the relevant Guarantor provided to the satisfaction of the Trustee within 90 calendar days following the closing of the offering, the Issuer shall give a notice to the Bondholders within 5 London business days and Bondholders may require the Issuer to redeem such Bond(s) in cash at the greater of (i) 102% of the principal amount of the Bonds, together with accrued interest, and (ii) 102% of the fair value of the Bonds, together with accrued interest.
The net proceeds of the offering will be used in totality to repay part of the current USD 1 billion bridge facility put in place at the time of the recent USD 2 billion capital structure refinancing at the beginning of 2018. NMC Health plc is in the process of putting in place a new permanent capital structure comprised of a mixture of unsecured bank and bond financing that provides the required funding to achieve its growth strategy, as well as align it to those consistent with a FTSE 100 company. These Bonds are part of that process. J.P. Morgan and HSBC are part of the bridge facility partially repaid by the net proceeds of the Bonds.
The Bonds will have a principal amount of USD 200,000 and will be issued at 100% of their principal amount and, unless previously redeemed, converted or purchased and cancelled, will be redeemed at par on the 7th anniversary of the issue of the Bonds in 2025. The Issuer may redeem all, but not some only of the Bonds at their principal amount plus accrued interest at any time on or after 22 May 2023 if the value of the Shares underlying a Bond in the principal amount of USD 200,000 (during a specified period of time) exceeds USD 300,000 or if less than 15% in principal amount of the Bonds originally issued remain outstanding. Bondholders will have the option to require the Issuer to redeem their Bonds on 2 May 2023, at the principal amount together with accrued interest. The Bonds will be convertible into Shares of the Company.
The Bonds will carry a coupon of 1.875%, payable semi-annually in arrear and an initial exchange price of USD 72.7301, based on a Reference Share Price of USD 50.1587, being the volume weighted average price of a Share on the London Stock Exchange between launch and pricing, converted to USD at the prevailing USD:GBP spot rate of 1:0.7170. The exchange price will be subject to customary adjustment events, pursuant to the terms and conditions of the Bonds.
Settlement and delivery of the Bonds is expected to take place on 30 April 2018 (the "Closing Date").
It is intended that application will be made for the Bonds to be listed on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange after the Closing Date but prior to the first interest payment date.
J.P. Morgan Cazenove acted as Sole Bookrunner and HSBC acted as Lead Manager.
Contacts
NMC
Prasanth Manghat, CEO, +971 50 522 5648
Prashanth Shenoy, CFO, +971 56 329 0545
Asjad Yahya, Head of Investor Relations, +971 56 219 0975
Media
FTI Consulting, London
Brett Pollard
+44 (0)20 3727 1000
FTI Consulting, Gulf
Shane Dolan
+971 (0)4 437 2100
J.P. Morgan Cazenove (Joint Corporate Broker and Sole Bookrunner)
+44 (0)20 7742 4000
James Mitford
Aloke Gupte
Alex Bruce
Inside Information
This press release relates to the disclosure of information that qualified or may have qualified as inside information within the meaning of Article 7(i) of the EU Market Abuse Regulation.
About NMC Health plc
NMC Health plc, is the leading United Arab Emirates private healthcare operator with an international network of hospitals. The Group currently operates or manages over 125 assets across 13 countries. NMC Health plc is also ranked as one of the top 3 in-vitro fertilisation ("IVF") operators globally. The Group is also a leading provider of long-term medical care in the UAE through its subsidiary ProVita. Pursuing an aggressive international expansion program from 2016, the Company now has over 35% of its licensed bed capacity in the Kingdom of Saudi Arabia (KSA), where the Company has introduced long-term and multi-specialty care services. The enlarged Group received over 5.7m patients in 2017. The Group is also a leading UAE supplier of products and consumables across several key market segments, with the major contribution coming from healthcare related products. The Group reported revenues of USD 1.6 billion for the year ended 31 December 2017.
In April 2012 NMC Health plc was listed on the Premium Segment of the London Stock Exchange. NMC Health plc is a constituent of the FTSE 100 Index.
NO ACTION HAS BEEN TAKEN BY THE ISSUER, THE COMPANY, THE OTHER GUARANTORS, THE SOLE BOOKRUNNER OR THE LEAD MANAGER (TOGETHER, THE "MANAGERS") OR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT AN OFFERING OF THE BONDS OR POSSESSION OR DISTRIBUTION OF THIS DOCUMENT OR ANY OFFERING OR PUBLICITY MATERIAL RELATING TO THE BONDS IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS DOCUMENT COMES ARE REQUIRED BY THE ISSUER, THE COMPANY, THE OTHER GUARANTORS AND THE MANAGERS TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.THIS PRESS RELEASE IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES. THIS PRESS RELEASE IS NOT AN OFFER TO SELL SECURITIES OR THE SOLICITATION OF ANY OFFER TO BUY SECURITIES, NOR SHALL THERE BE ANY OFFER OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SALE WOULD BE UNLAWFUL.
THIS PRESS RELEASE AND THE OFFERING WHEN MADE ARE ONLY ADDRESSED TO, AND DIRECTED IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE "EEA") AT PERSONS WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE ("QUALIFIED INVESTORS"). FOR THESE PURPOSES, THE EXPRESSION "PROSPECTUS DIRECTIVE" MEANS DIRECTIVE 2003/71/EC, AS AMENDED.
SOLELY FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS CONTAINED WITHIN: (A) EU DIRECTIVE 2014/65/EU ON MARKETS IN FINANCIAL INSTRUMENTS, AS AMENDED ("MIFID II"); (B) ARTICLES 9 AND 10 OF COMMISSION DELEGATED DIRECTIVE (EU) 2017/593 SUPPLEMENTING MIFID II; AND (C) LOCAL IMPLEMENTING MEASURES (TOGETHER, THE "MIFID II PRODUCT GOVERNANCE REQUIREMENTS"), AND DISCLAIMING ALL AND ANY LIABILITY, WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE, WHICH ANY "MANUFACTURER" (FOR THE PURPOSES OF THE MIFID II PRODUCT GOVERNANCE REQUIREMENTS) MAY OTHERWISE HAVE WITH RESPECT THERETO, THE BONDS HAVE BEEN SUBJECT TO A PRODUCT APPROVAL PROCESS, WHICH HAS DETERMINED THAT: (I) THE TARGET MARKET FOR THE BONDS IS ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ONLY, EACH AS DEFINED IN MIFID II; AND (II) ALL CHANNELS FOR DISTRIBUTION OF THE BONDS TO ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ARE APPROPRIATE. ANY PERSON SUBSEQUENTLY OFFERING, SELLING OR RECOMMENDING THE BONDS (A "DISTRIBUTOR") SHOULD TAKE INTO CONSIDERATION THE MANUFACTURERS' TARGET MARKET ASSESSMENT; HOWEVER, A DISTRIBUTOR SUBJECT TO MIFID II IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE BONDS (BY EITHER ADOPTING OR REFINING THE MANUFACTURERS' TARGET MARKET ASSESSMENT) AND DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.
THE TARGET MARKET ASSESSMENT IS WITHOUT PREJUDICE TO THE REQUIREMENTS OF ANY CONTRACTUAL OR LEGAL SELLING RESTRICTIONS IN RELATION TO ANY OFFERING OF THE BONDS.
FOR THE AVOIDANCE OF DOUBT, THE TARGET MARKET ASSESSMENT DOES NOT CONSTITUTE: (A) AN ASSESSMENT OF SUITABILITY OR APPROPRIATENESS FOR THE PURPOSES OF MIFID II; OR (B) A RECOMMENDATION TO ANY INVESTOR OR GROUP OF INVESTORS TO INVEST IN, OR PURCHASE, OR TAKE ANY OTHER ACTION WHATSOEVER WITH RESPECT TO THE BONDS.
THE BONDS ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA. FOR THESE PURPOSES, A RETAIL INVESTOR MEANS A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF MIFID II; OR (II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE 2002/92/EC, WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II. CONSEQUENTLY, NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014, AS AMENDED (THE "PRIIPS REGULATION") FOR OFFERING OR SELLING THE BONDS OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE EEA HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE BONDS OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION
IN ADDITION, IN THE UNITED KINGDOM THIS PRESS RELEASE IS BEING DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT, QUALIFIED INVESTORS (I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") AND QUALIFIED INVESTORS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, AND (II) TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS PRESS RELEASE MUST NOT BE ACTED ON OR RELIED ON (I) IN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT RELEVANT PERSONS, AND (II) IN ANY MEMBER STATE OF THE EEA OTHER THAN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT QUALIFIED INVESTORS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS PRESS RELEASE RELATES IS AVAILABLE ONLY TO (A) RELEVANT PERSONS IN THE UNITED KINGDOM AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS IN THE UNITED KINGDOM AND (B) QUALIFIED INVESTORS IN MEMBER STATES OF THE EEA (OTHER THAN THE UNITED KINGDOM).
THIS PRESS RELEASE RELATES TO AN EXEMPT OFFER IN ACCORDANCE WITH THE MARKETS RULES (MKT) MODULE OF THE DUBAI FINANCIAL SERVICES AUTHORITY (THE "DFSA") RULEBOOK. THIS PRESS RELEASE IS INTENDED FOR DISTRIBUTION ONLY TO PERSONS WHO MEET THE PROFESSIONAL CLIENT CRITERIA SET OUT IN RULE 2.3.3 OF THE CONDUCT OF BUSINESS MODULE OF THE DFSA RULEBOOK. IT MUST NOT BE DELIVERED TO, OR RELIED ON BY, ANY OTHER PERSON. THE DFSA HAS NO RESPONSIBILITY FOR REVIEWING OR VERIFYING ANY DOCUMENTS IN CONNECTION WITH EXEMPT OFFERS. THE DFSA HAS NOT APPROVED THIS PRESS RELEASE NOR TAKEN STEPS TO VERIFY THE INFORMATION SET OUT IN IT, AND HAS NO RESPONSIBILITY FOR IT
ANY DECISION TO PURCHASE ANY OF THE BONDS SHOULD ONLY BE MADE ON THE BASIS OF AN INDEPENDENT REVIEW BY A PROSPECTIVE INVESTOR OF THE ISSUER'S, THE COMPANY'S AND THE OTHER GUARANTORS', PUBLICLY AVAILABLE INFORMATION. NEITHER THE MANAGERS NOR ANY OF THEIR RESPECTIVE AFFILIATES ACCEPT ANY LIABILITY ARISING FROM THE USE OF, OR MAKE ANY REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF, THIS DOCUMENT OR THE ISSUER'S, THE COMPANY'S AND THE OTHER GUARANTORS' PUBLICLY AVAILABLE INFORMATION. THE INFORMATION CONTAINED IN THIS DOCUMENT IS SUBJECT TO CHANGE IN ITS ENTIRETY WITHOUT NOTICE UP TO THE CLOSING DATE.
EACH PROSPECTIVE INVESTOR SHOULD PROCEED ON THE ASSUMPTION THAT IT MUST BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE BONDS OR THE ORDINARY SHARES TO BE ISSUED OR TRANSFERRED AND DELIVERED UPON CONVERSION OF THE BONDS AND NOTIONALLY UNDERLYING THE BONDS (TOGETHER WITH THE BONDS, THE "SECURITIES"). NONE OF THE ISSUER, THE COMPANY, THE OTHER GUARANTORS, OR THE MANAGERS MAKE ANY REPRESENTATION AS TO (I) THE SUITABILITY OF THE SECURITIES FOR ANY PARTICULAR INVESTOR, (II) THE APPROPRIATE ACCOUNTING TREATMENT AND POTENTIAL TAX CONSEQUENCES OF INVESTING IN THE SECURITIES OR (III) THE FUTURE PERFORMANCE OF THE SECURITIES EITHER IN ABSOLUTE TERMS OR RELATIVE TO COMPETING INVESTMENTS.
THE MANAGERS ARE ACTING ON BEHALF OF THE ISSUER, the COMPANY, THE OTHER GUARANTORS AND NO ONE ELSE IN CONNECTION WITH THE BONDS AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF THE MANAGERS OR FOR PROVIDING ADVICE IN RELATION TO THE SECURITIES.
Each of THE ISSUER, THE COMPANY, THE OTHER GUARANTORS, THE MANAGERS and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this PRESS RELEASE whether as a result of new information, future developments or otherwise.