NMC.L Regulatory News (NMC)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS) OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT

NMC Health plc

London, 17 December 2019: NMC Health (Jersey) Limited, a wholly-owned subsidiary of NMC Health plc, announces the results of its invitation to holders of its Senior Unsecured Guaranteed Convertible Bonds due 2025 to tender up to U.S.$90 million in aggregate principal amount of the bonds for purchase. Barclays Bank PLC ("Barclays") and J.P. Morgan Cazenove acted as joint dealer managers.

Yesterday, NMC Health (Jersey) Limited (the "Offeror") announced an invitation (the "Invitation") to holders (the "Bondholders") of its U.S.$450 million 1.875 per cent. Senior Unsecured Guaranteed Convertible Bonds due 2025 (ISIN: XS1814568413) (the "Bonds") to tender up to U.S.$90 million in aggregate principal amount of the Bonds for purchase at the Offeror's sole and absolute discretion through a reverse bookbuilding modified Dutch auction process. NMC Health plc ("NMC") hereby announces the results of the Invitation.

The Final Buyback Price has been set at 92.5% (expressed as a percentage of the principal amount of the Bonds). No Bonds tendered for purchase at a purchase price above the Final Buyback Price will be accepted for purchase by the Offeror pursuant to the Invitation.

Bondholders whose Bonds have been accepted for purchase (the "Accepted Bonds") in the Invitation are expected to receive on 20 December 2019 (the "Settlement Date") a cash consideration equal to the Final Buyback Price. In addition to the Final Buyback Price, the Offeror will pay accrued but unpaid interest on the Accepted Bonds from (and including) 30 October 2019 (being the last interest payment date for the Bonds) to (but excluding) the Settlement Date.

The aggregate principal amount of Accepted Bonds is U.S.$90,000,000, with pro rata scaling being applied. After the Settlement Date, U.S.$360,000,000 in aggregate principal amount of the Bonds is expected to remain outstanding.

Bonds submitted pursuant to valid instructions ("Tender Instructions") specifying a purchase price below the Final Buyback Price will be accepted in full without any pro rata scaling. Bonds submitted pursuant to valid Tender Instructions specifying a purchase price equal to the Final Buyback Price will be pro-rated.

Barclays and J.P. Morgan Cazenove acted as dealer managers (the "Joint Dealer Managers") in respect of the Invitation.

Contacts

NMC Health plc:

Media:

Barclays (Joint Corporate Broker and Joint Dealer Manager):

J.P. Morgan Cazenove (Joint Corporate Broker and Joint Dealer Manager):

Inside Information

This announcement relates to the disclosure of information that qualified, or may have qualified, as inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation (EU) 596/2014 ("MAR"), encompassing information relating to the Offer described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Prashanth Shenoy, Director at the Offeror on 17 December 2019 at approximately 7 a.m. (GMT).

About NMC

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.

DISCLAIMER

This announcement does not constitute an invitation to participate in the Invitation in any jurisdiction and does not constitute or form part of an offer to sell or the solicitation of an offer to subscribe for or otherwise acquire any securities. The distribution of this announcement in certain jurisdictions may be restricted by laws and regulations. Persons into whose possession this announcement comes are required by each of the Offeror, NMC and the Joint Dealer Managers to inform themselves about and to observe any such restrictions.

Each of Barclays Bank PLC and J.P. Morgan Cazenove is authorised by the Prudential Regulatory Authority and regulated by the Financial Conduct Authority and Prudential Regulatory Authority. Each of the Joint Dealer Managers is acting for the Offeror only in connection with the Invitation and will not be responsible to anyone other than the Offeror for providing the protections offered to its clients, nor for providing advice in relation to the Invitation or any matters referred to in this announcement.

The Joint Dealer Managers and their respective affiliates have provided, from time to time, and in the future may provide, certain commercial banking, investment banking and financial advisory services to the Offeror and its affiliates, for which they have received, and in the future will receive, customary fees. In the future, they may also provide investment banking and financial advisory services to the Offeror and its affiliates for customary fees. At any given time, the Joint Dealer Managers may trade the Bonds or other securities of the Offeror or its affiliates for its own account or for the accounts of customers, and, accordingly, may hold a long or short position in the Bonds or other securities of the Offeror or its affiliates, and may tender securities as part of the Invitation.