9 Mar 2020 16:18
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN OR INTO OR FROM, ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE").
FOR IMMEDIATE RELEASE
Statement from GKSD Investment Holding SA ("GKSD"),
a company backed by sponsors of Gruppo San Donato ("GSD")
No intention to offer for NMC Health plc ("NMC")
Further to the announcements by GKSD dated 11 February 2020 and NMC dated 10 February 2020, GKSD announces that it does not intend to make a firm offer for NMC.
Gruppo San Donato is one of the largest hospital groups in Europe with approx. 17,000 employees offering clinical excellence to approx. 5 million patients per year. GSD is also the principal centre for medical research in Italy. GSD will maintain its offer of operational support to NMC to assist the NMC business in its continued delivery of a high standard of healthcare in the EMEA region.
As a result of this announcement, GKSD and any person(s) acting in concert with it will be bound by the restrictions contained in Rule 2.8 of the Code.
For the purposes of Rule 2.8 of the Code, GKSD, and any person(s) acting in concert with it reserves the right to make or participate in an offer or possible offer for NMC (and/or take any other action which would otherwise be restricted under Rule 2.8 of the Code) within 6 months following the date of this announcement:
(i) with the agreement of the Board of NMC;
(ii) following the announcement of a firm intention to make an offer for NMC by a third party;
(iii) following the announcement by NMC of a "whitewash" proposal (for the purposes of Note 1 on the Notes on Dispensations from Rule 9 of the Code) or a reverse takeover; or
(iv) if the Panel on Takeovers and Mergers determines that there has been a material change of circumstances.
Enquiries
Rothschild & Co +44 207 280 5000
Hedley Goldberg
Thibault Poirier
Goldman Sachs International +44 20 7774 1000
Ben Thorpe
Chris Emmerson
Morgan Stanley +44 20 7425 8000
Matthew Jarman
Duncan Williamson
Important Notices
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as financial adviser for GKSD and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than GKSD for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.
Goldman Sachs International, which is authorised by the Prudential Regulation Authority ("PRA") and regulated by the PRA and the Financial Conduct Authority ("FCA") in the United Kingdom, is acting exclusively for GKSD and for no one else in connection with the possible offer and will not be responsible to anyone other than GKSD for providing the protections afforded to its clients or for providing advice in relation to the possible offer, the contents of this announcement or any other matters referred to in this announcement.
Morgan Stanley & Co. International plc ("Morgan Stanley") which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK is acting as financial adviser exclusively for GKSD and no one else in connection with the matters set out in this announcement. In connection with such matters, Morgan Stanley, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in connection with the contents of this announcement or any other matter referred to herein.
MAR
The information contained within this announcement is considered by GKSD to constitute inside information as stipulated under the Market Abuse Regulations (EU) No.596/2014 ("MAR"). Upon the publication of this announcement via a Regulatory Information Service, this inside information will be considered to be in the public domain.