14 Feb 2020 11:32
FOR IMMEDIATE RELEASE | Friday 14 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 shareholdings
The Company refers to its announcement of 10 February 2020 and to the reviews being undertaken by its Joint Non-Executive Chairman, Dr. Bavaguthu Raghuram Shetty ("Dr. B.R. Shetty"), and his advisers, and by Mr. Khalifa Butti Omeir Bin Yousef ("Khalifa Bin Butti") and H.E. Saeed Butti Al Qebaisi ("H.E. Saeed Bin Butti") and their advisers, in order to verify their total interests in the Company.
The Company has received a notification from the advisers to Khalifa Bin Butti and H.E. Saeed Bin Butti of the following information:
·; 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 Khalifa Bin Butti and H.E. Saeed Bin Butti by Dr. B.R. Shetty pursuant to the document entitled "Memorandum of Understanding" dated 31 May 2017 referred to in the Company's announcement of 10 February 2020.
·; Pursuant to arrangements to which Khalifa Bin Butti and H.E. Saeed Bin Butti were not a party, of the 20,428,571 Ordinary Shares held to the order of Khalifa Bin Butti and H.E. Saeed Bin Butti:
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 1,986,688 Ordinary Shares have subsequently been sold by UAB as enforcement of security, leaving 613,312 Ordinary Shares that were previously pledged with UAB unencumbered by Khalifa Bin Butti and H.E. Saeed Bin Butti; 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 Khalifa Bin Butti and H.E. Saeed Bin Butti.
·; The advisers to Khalifa Bin Butti and H.E. Saeed Bin Butti are unable to advise the Company 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 11,513,312 Ordinary Shares that they understand are being held by First Abu Dhabi Bank or the 324,210 Ordinary Shares that they understand are being held by Al Salam.
·; The advisers to Khalifa Bin Butti and H.E. Saeed Bin Butti have summarised in the following table the Ordinary Shares in which Khalifa Bin Butti and H.E. Saeed Bin Butti are currently interested (including Ordinary Shares considered by their advisers to be held by BRSIH to their order pursuant to the Memorandum of Understanding):
Free / unencumbered Shares | ||||||||
Institution | Custodian | Infinite investments LLC | Khaleefa Butti Omair Al Muhairi Limited (KBO Limited) | Khaleefa Butti Omair Yousif Al Muhairi (KBO) | Saeed Mohamed Butti Al Qebaisi Limited (SMB Limited) | Saeed Mohamed Butti Mohamed Al Qebaisi (SMB) | BRS International Holding Limited (BRSIH) | Total |
Owned 50% each by KBO and SMB | Owned 100% by KBO | Individual | Owned 100% by SMB | Individual | ||||
First Abu Dhabi Bank | First Abu Dhabi Bank | - | - | 1,635,294 | - | 664,706 | 10,900,000 | 13,200,000 |
Al Salam Bank Bahrain | Al Salam Bank Bahrain | - | 17,776,468 | - | 1,000,000 | - | 324,210 | 19,100,678 |
Total of free / unencumbered Shares (A)
| - | 17,776,468 | 1,635,294 | 1,000,000 | 664,706 | 11,224,210 | 32,300,678 | |
Pledged / Assigned Shares | ||||||||
Bank / Institution | Shares Custodian | Infinite Investment LLC | Khaleefa Butti Omair Al Muhairi Limited (KBO Limited) | Khaleefa Butti Omair Yousif Al Muhairi (KBO) | Saeed Mohamed Butti Al Qebaisi Limited (SMB Limited) | Saeed Mohamed Butti Mohamed Al Qebaisi (SMB) | BRS International Holding Limited (BRSIH) | Total |
Owned 50% each by KBO and SMB | Owned 100% by KBO | Individual | Owned 100% by SMB | Individual | ||||
Al Ahli Bank of Kuwait - Pledged | First Abu Dhabi Bank | 2,532,024 | - | - | - | 1,300,000 | - | 3,832,024 |
Commercial Bank of Dubai - Pledged | First Abu Dhabi Bank | - | - | 5,000,000 | - | - | - | 5,000,000 |
Falcon Bank - Blocked | Falcon Bank | - | - | - | - | 3,646,865 | - | 3,646,865 |
National Bank of Fujairah - Pledged | First Abu Dhabi Bank | 4,508,402 | - | 1,636,719 | - | 1,080,083 | - | 7,225,204 |
United Arab Bank* - Pledged | First Abu Dhabi Bank | 5,890,000 | - | - | - | - | 613,312 | 6,503,312 |
Total of Pledged Shares (B) | 12,930,426 | - | 6,636,719 | - | 6,026,948 | 613,312 | 26,207,405 | |
Grand Total (Pledge (A) + Shares (B) | 12,930,426 | 17,776,468 | 8,272,013 | 1,000,000 | 6,691,654 | 11,837,522 | 58,508,083 | |
Date of Creation of Pledge / Security / Assignment | ||||||||
Bank Institution | Infinite Investment LLC | Khaleefa Butti Omair Al Muhairi Limited (KBO Limited) | Khaleefa Butti Omair Yousif Al Muhairi (KBO) | Saeed Mohamed Butti Al Qebaisi Limited (SMB Limited) | Saeed Mohamed Butti Mohamed Al Qebaisi (SMB) | BRS International Holding Limited (BRSIH) | ||
Al Ahli Bank of Kuwait | 13 May 2018 (2,103,572)20 Feb 2019 (428,452) | - | - | - | 2 Aug 2018 (800,000)17 Dec 2018 (500,000) | - | ||
Commercial Bank of Dubai | - | - | 5 Sept 2019 (2.3m)9 Sept 2019 (2.3m)12 Sept 2019 (0.4m) | - | - | - | ||
Falcon Bank | - | - | - | - | 19 Feb 2014 | - | ||
National Bank of Fujairah | 25 Feb 2019 | - | 25 Feb 2019 | - | 25 Feb 2019 | - | ||
United Arab Bank | 20 Nov 2017 | - | - | - | - | 14 Jan 2020 | ||
The Company notes that the information above was provided to the Company by the advisers to Khalifa Bin Butti and H.E. Saeed Bin Butti and has not been independently verified or confirmed to the Company by Dr. B.R. Shetty.
The Company has been informed by the advisers to Khalifa Bin Butti and H.E. Saeed Bin Butti that the relevant TR-1 and PDMR notifications relating to the above information are being prepared and will be provided to the Company.
In addition, the Company has separately received a notification from Dr. B.R. Shetty that:
·; BRSIH has been informed that Al Salam has, as at 10 February 2020, sold 6,175,790 Ordinary Shares.
·; BRSIH has also been informed that Al Salam would use the sale proceeds towards the repayment of a facility dated 26 November 2019 entered into between Al Salam and BRSIH, and secured by 6,500,000 Ordinary Shares pledged or assigned by BRSIH.
Dr. B.R. Shetty has informed the Company that this information has not as yet been independently verified and he and his advisers are investigating the details and legal basis of such sale as part of their ongoing legal review.
The Company is not able to independently verify the information received from either the advisers to Khalifa Bin Butti and H.E. Saeed Bin Butti, or Dr. B.R. Shetty, and has not been involved in nor is aware of any of the arrangements as between them (except as set out in this announcement).
The Company continues urgently to seek clarity from Dr. B.R. Shetty, Khalifa Bin Butti and H.E. Saeed Bin Butti in relation to the above arrangements and their respective shareholdings, and encourages Dr. B.R. Shetty, Khalifa Bin Butti and H.E. Saeed Bin Butti, and their advisers, to agree the legal position in relation to the 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 Yayha, Head of Investor Relations | +971 (0) 56 219 0975 |
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FTI Consulting | |
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.