7 Jan 2020 17:36
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS NOT A PROSPECTUS AND NOT AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION, INCLUDING THE UNITED STATES, CANADA, JAPAN, AUSTRALIA OR SOUTH AFRICA.
PRESS RELEASE
7 January 2020
Accelerated bookbuild offering of existing ordinary shares of the value of approx. US$490 million NMC Health and existing ordinary shares of the value of approx. US$75 million in Finablr
H.E. Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi and Mr. Khaleefa Butti Omair Yousif Ahmed Al Muhairi intend to reduce outstanding indebtedness of themselves and other corporate entities owned by them under borrowings raised by Nov Partners Investment Limited, entered into with, among others, Credit Suisse AG and Deutsche Bank (the "Borrowings"). This shall be effected through the launch of two accelerated bookbuild offerings to institutional investors (together, the "Transactions"):
·; existing ordinary shares of the value of approx. US$490 million (the "NMC Shares") in the share capital of NMC Health PLC ("NMC Health"); and
·; existing ordinary shares of the value of approx. US$75 million (the "Finablr Shares" and, together with the NMC Shares, the "Shares") in Finablr PLC ("Finablr"),
Approximately 85% of the NMC Shares are beneficially owned by H.E. Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi, with the remaining portion beneficially owned by Mr. Khaleefa Butti Omair Yousif Ahmed Al Muhairi. The Finablr Shares are beneficially owned equally by H.E. Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi and Mr. Khaleefa Butti Omair Yousif Ahmed Al Muhairi. The net proceeds from the Transactions is expected to be used to repay the Borrowings in full.
The Joint Global Coordinators and Joint Bookrunners for the Transactions shall be Credit Suisse Securities (Europe) Limited ("Credit Suisse") and Deutsche Bank AG, acting through its London branch ("Deutsche Bank") each a "Joint Global Coordinator" and a "Joint Bookrunner" and together the "Joint Global Coordinators". Barclays Bank PLC ("Barclays") are acting as a Joint Bookrunner (a "Joint Bookrunner", and together with the Joint Global Coordinators, the "Banks").
The Transactions are not-interconditional and will be conducted as separate bookbuilds which will commence immediately. A further announcement will be made following completion of the bookbuilding and pricing of the Transactions.
Following the Transaction, it is envisaged that Mr. Khaleefa Butti Omair Yousif Ahmed Al Muhairi will remain a main shareholder in NMC Health plc and will undertake a 360 days lock-up for his shares in NMC Health, subject to certain exceptions (such exceptions including, in addition to customary exceptions, exceptions in respect of the enforcement of security in connection with the Borrowings to the extent a portion of the Borrowings remains outstanding following the Transactions). H.E. Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi will undertake a 180 days lock-up in NMC Health plc, subject to the same exceptions as described above.
Any direct or indirect residual holdings of H.E. Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi and Mr. Khaleefa Butti Omair Yousif Ahmed Al Muhairi in Finablr will be subject to a lock-up of 90 days, subject to the same exceptions as described above.
H.E. Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi and Mr. Khaleefa Butti Omair Yousif Ahmed Al Muhairi own an additional c. 7% in NMC Health plc jointly through Infinite Investments LLC, which will also be subject to a 180 days lock-up, subject to customary exceptions.
Enquiries:
Credit Suisse Securities (Europe) Limited +44 (0) 20 7888 8888
Nick Koemtzopoulos
Stephane Gruffat
Deutsche Bank AG, London Branch +44 (0) 20 7545 8000
Ashish Jhajharia
Maytham Akbar
Mark Hankinson
Barclays Bank PLC +44 (0) 20 7623 2323
Francois Noujaim
Lawrence Jamieson
Chris Madderson
IMPORTANT NOTICE
This announcement is for information purposes only and shall not constitute or form part of an offer to buy, sell, issue, acquire or subscribe for, or the solicitation of an offer to buy, sell, issue, acquire or subscribe for any securities (including, without limitation, the Shares), nor shall there be any sale of securities (including, without limitation, the Shares) in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. The offer and sale of the Shares referred to herein has not been and will not be registered under the US Securities Act of 1933 (the "Securities Act") or under the applicable securities laws of Australia, Canada, Japan or South Africa. Absent registration under the Securities Act or an exemption from the registration requirements of the Securities Act, the Shares referred to herein may not be offered or sold in the United States, and subject to certain exceptions, the Shares referred to herein may not be offered or sold in Australia, Canada, Japan or South Africa. There will be no public offer of the Shares in the United States, Australia, Canada, Japan, South Africa or any other jurisdiction.
This announcement is only directed at, and being distributed to persons outside the United States who are (i) persons in any member state of the European Economic Area who are qualified investors ("Qualified Investors") within the meaning of Article 2 of the Prospectus Regulation (Regulation (EU) 2017/1129 of 14 June 2017) (and amendments thereto to the extent implemented in the relevant member state); or (ii) persons in the United Kingdom who (A) have professional experience in matters relating to investments (i.e. investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order")), are high net worth entities falling within the meaning of Article 49(2)(a) to (d) of the Order or are persons to whom it can otherwise be lawfully distributed and (B) are qualified investors as defined in section 86(7) of the Financial Services and Markets Act 2000 (such persons referred to in this sub-paragraph (ii) being "relevant persons"). This release must not be acted on or relied on (a) in the United Kingdom by persons who are not relevant persons, or (b) in any member state of the European Economic Area (other than the United Kingdom), by persons who are not Qualified Investors. Any investment or investment activity referred to in this announcement is only available to, and will only be engaged in with, (1) relevant persons, in the United Kingdom and (2) Qualified Investors and other persons who are permitted to purchase securities pursuant to an exemption from the Prospectus Regulation and other applicable legislation, in any member state of the European Economic Area (other than the United Kingdom).
No prospectus or offering document has been or will be prepared in connection with any of the Transactions. Any investment decision to buy securities in any of the Transactions must be made solely on the basis of publicly available information. Such information is not the responsibility of, and has not been independently verified by, any of Credit Suisse, Deutsche Bank, Barclays or any of their respective affiliates.
Credit Suisse is authorised by the Prudential Regulation Authority (the "PRA") and regulated by the Financial Conduct Authority (the "FCA") and the PRA. Deutsche Bank AG is authorised under German Banking Law (competent authority: European Central Bank) and, in the United Kingdom, by the PRA. It is subject to supervision by the European Central Bank and by BaFin, Germany's Federal Financial Supervisory Authority, and is subject to limited regulation in the United Kingdom by the PRA and the FCA. Details about the extent of Deutsche Bank's authorisation and regulation by the PRA, and regulation by the FCA, are available on request. Barclays is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom
Credit Suisse, Deutsche Bank and Barclays are acting exclusively for Credit Suisse AG and no other person in connection with the Transactions. Credit Suisse, Deutsche Bank and Barclays will not regard any other person as its client in relation to the Transactions and will not be responsible to any other person for providing the protections afforded to its clients, nor for providing advice in relation to the contents of this announcement or any transaction, arrangement or other matter referred to herein (including, without limitation, the Transactions).
In connection with any offering of the Shares, each of Credit Suisse, Deutsche Bank and Barclays and any of their respective affiliates, acting as an investor for its own account, may take up as a proprietary position any Shares and, in that capacity, may retain, purchase or sell for its own accounts such Shares. In addition, any of such persons may enter into financing arrangements and swaps with investors in connection with which it may from time to time acquire, hold or dispose of Shares. It does not intend to disclose the extent of any such investment or transactions, otherwise than in accordance with any legal or regulatory obligation to do so.
None of Credit Suisse, Deutsche Bank or Barclays, nor any of its respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to, the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to NMC Health, Finablr or any of their respective subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.