NMC Health Plc Results of Placing (8749R)

TIDMNMC

RNS Number : 8749R

NMC Health Plc

14 December 2016

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

14 December 2016

NMC Health plc

(the "Company" or "NMC")

Results of Placing

NMC Health plc, the leading integrated healthcare provider operating across the United Arab Emirates, is pleased to announce the successful completion of the placing announced 14 December 2016 (the "Placing").

A total of 18,571,428 new ordinary shares in the Company (the "Placing Shares") have been placed by joint bookrunners HSBC Bank plc ("HSBC") and J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove" and together with HSBC, the "Bookrunners"), at a price of 1,375 pence per Placing Share (the "Placing Price"), raising proceeds of approximately US$324.4 / GBP 255.4 million (before expenses).

The Placing Price represents a discount of 5.0 per cent. to the closing price on 13 December 2016 and a discount of 2.2 per cent. to the intra-day price at 13:06 (being the time the Placing Price was agreed). The net placing price of approximately 1,343 pence per Placing Share to be received by the Company after expenses directly attributable to the Placing represents a discount of approximately 4.5 per cent. to that intra-day price.

As part of the placing, each of Dr. B. R Shetty, H.E. Saeed Bin Butti and Khalifa Bin Butti and Infinite Investment LLC (which is an associate of H.E. Saeed Bin Butti and Khalifa Bin Butti), which at last notice individually controlled more than 10 per cent of the Company's outstanding share capital have committed to subscribe for 9,732,847 Placing Shares in aggregate for a total consideration of approximately US$170.0 / GBP 133.8 million. The transactions by each of Dr. B. R Shetty, H.E. Saeed Bin Butti, Khalifa Bin Butti and Infinite Investment LLC constitute smaller related party transactions under Listing Rule 11.1.10R:

 
                                                                   Total consideration for committed Placing Shares 
 Name                       Number of committed Placing Shares                          (US$m) 
                           -----------------------------------  ------------------------------------------------------ 
 Dr. B. R. Shetty                       4,007,643                                        70.0 
 H.E. Saeed Bin Butti                   2,880,083                                        50.3 
 Khalifa Bin Butti                      1,636,719                                        28.6 
 Infinite Investment LLC                1,208,402                                        21.1 
 

Applications will be made for the Placing Shares to be admitted to the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the main market for listed securities of London Stock Exchange plc (together "Admission"). It is expected that Admission will take place at 8.00am on 16 December 2016 at which time dealings in the Placing Shares will commence.

The new ordinary shares will, when issued, be credited as fully paid and rank pari passu in all aspects with the existing ordinary shares of 10 pence each in the capital of the Company including the right to receive all future dividends and distributions declared, made or paid.

Enquiries:

NMC Health plc

Prasanth Manghat, Deputy Chief Executive Officer

[phone]

Suresh Krishnamoorthy, Chief Financial Officer

[phone]

Roy Cherry, Head of Strategy & Investor Relations

[phone]

Joint Corporate Brokers and Joint Bookrunners:

J.P. Morgan Cazenove

[phone]

James Mitford

Charles Pretzlik

Alex Bruce

HSBC

[phone]

Stuart Dickson

Richard Fagan

Rahul Khanna

Media:

FTI Consulting, London

Matthew Cole

[phone]

FTI Consulting, Gulf

Shane Dolan

[phone]

About NMC Health

The NMC group (the "Group") is the leading private sector healthcare operator in the United Arab Emirates, with a nation-wide network of hospitals and operations in the country since 1975. The Group currently operates or manages eight hospitals, two day-care patient centres, nine medical centres and fifteen pharmacies. In addition, the Group owns and operates Clinica Eugin in Barcelona, Spain - one of the leading fertility treatment centres globally. NMC also owns a 51 per cent. shareholding in Fakih IVF Group, the Middle East market leader for in-vitro fertilisation ("IVF") services. Moreover, NMC also owns and operates Americare Group, the leading home care provider in the UAE as well as ProVita, the pioneering provider of long-term medical care, also in the UAE. The enlarged company received almost 3.2 million patients in 2015. 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 US$880.9 million for the year ended 31 December 2015.

In April 2012 NMC was listed on the Premium Segment of the London Stock Exchange. NMC is a constituent of the FTSE 250 Index.

IMPORTANCE NOTICE

This announcement (together, the "Announcement") and the information contained in it is restricted and is not for publication, release or distribution, in whole or in part, directly or indirectly, in, into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia, together the "United States"), Australia, South Africa or Japan or any other state or jurisdiction in which publication, release or distribution would be unlawful, restricted or unauthorised (each a "Restricted Territory"). This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of NMC Health plc (the "Company") in any Restricted Territory or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Subject to certain exemptions, the securities referred to in this Announcement may not be offered or sold in any Restricted Territory or for the account or benefit of any national resident or citizen of any Restricted Territory. The Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold or transferred, directly or indirectly, within the United States except pursuant to registration under the Securities Act or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Placing Shares are being offered and sold in the United States only to a limited number of "qualified institutional buyers" ("QIBs") in reliance on Rule 144A under the Securities Act or another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and are being offered and sold outside the United States in offshore transactions in accordance with Regulation S under the Securities Act. No public offering of the shares referred to in this Announcement is being made in the United States, United Kingdom, any Restricted Territory or elsewhere.

This Announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by HSBC Bank plc ("HSBC"), J.P. Morgan Securities plc (which conducts its UK investment banking business under the name J.P. Morgan Cazenove), ("JPMC" and, together with HSBC, the "Bookrunners") or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

Each of HSBC and JPMC is authorised by the Prudential Regulation Authority (the "PRA") and regulated by the PRA and the Financial Conduct Authority in the United Kingdom. The Bookrunners are acting solely for the Company and no one else in connection with the Placing and they will not be responsible to anyone other than the Company for providing the protections afforded to their clients nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on the Bookrunners by the UK Financial Services and Markets Act 2000 or by the regulatory regime established under it, none of the Bookrunners or any of their respective affiliates accepts any responsibility whatsoever for the contents of the information contained in this Announcement or for any other statement made or purported to be made by or on behalf of any of the Bookrunners or any of their respective affiliates in connection with the Company, the Placing Shares or the Placing. The Bookrunners and their respective affiliates accordingly disclaim all and any liability, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement and no representation or warranty, express or implied, is made by any

of the Bookrunners or any of their respective affiliates as to the accuracy, completeness or sufficiency of the information contained in this Announcement.

The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or the Bookrunners that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Bookrunners to inform themselves about, and to observe, such restrictions.

The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "aim", "anticipate", "believe", "intend", "plan", "estimate", "expect" and words of similar meaning, reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this Announcement is subject to change without notice and, except as required by applicable law, the Company does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement. No statement in this Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange plc.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement

This information is provided by RNS

The company news service from the London Stock Exchange

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December 14, 2016 10:44 ET (15:44 GMT)