NMC Health Plc Transfer of shareholding between concert parties (5049J)

TIDMNMC

RNS Number : 5049J

NMC Health Plc

29 June 2017

29 June 2017

NMC Health plc

(the "Company" or "NMC")

Transfer of shareholding between concert parties

-- NMC controlling shareholders, H.E. Saeed Bin Butti, Khaleefa Bin Butti and Infinite Investment LLC enters into an agreement to acquire an additional 4.9 per cent. stake in NMC from Dr B.R. Shetty

-- H.E Saeed Bin Butti, Khaleefa Bin Butti, Infinite Investment LLC and Dr B.R. Shetty, together the concert parties, aggregate holding to remain unchanged at 59.77 per cent of the issued share capital in NMC

-- Dr B.R. Shetty, founder and joint Non-Executive Chairman, to remain a significant shareholder with a 19.44 per cent interest in NMC

NMC Health plc (LSE:NMC), the leading integrated healthcare provider operating across the United Arab Emirates is pleased to announce that H.E. Saeed Bin Butti, Khaleefa Bin Butti and Infinite Investment LLC (together the "Centurion Investors") have entered into an agreement to acquire 10 million ordinary shares in NMC (the "Shares"), representing 4.9 per cent. of the issued capital of NMC, from Dr B.R. Shetty at a price of 2,320.00 pence per share. As the shareholders of NMC prior to the initial public offering in April 2012 (the "IPO"), Dr B.R. Shetty and the Centurion Investors (together, the "Controlling Shareholders") have, since the IPO, acted together, with endorsement and support for NMC's strategic direction, with a view to ensuring the success and growth of the Company for all shareholders.

Joint Non-Executive Chairman, Dr B.R. Shetty, commented: "Having founded NMC in 1975, I am tremendously proud of the growth that has been achieved in the business and the platform that has been created for further expansion. In March 2017, I decided that it was time to step aside as CEO in order to pursue other global business interests outside of NMC, and in connection with such interests, now is an appropriate time for me to sell a small portion of my shareholding in NMC. I am delighted that Centurion continue to be supportive principal shareholders alongside myself and I look forward to remaining involved in NMC as a significant shareholder and Joint Non-Executive Chairman and I am very excited about the prospects for the company going forward."

Commenting on the transfer of shares, Mr Prasanth Manghat, Chief Executive Officer, said "We are delighted to have the continued support of both the Centurion Investors and Dr B.R. Shetty, as long term shareholders who understand our business and growth ambitions. The transfer of shares represents a natural progression for Dr B.R. Shetty as he pursues other business interests and the Board of Directors look forward to his ongoing guidance and unrivalled knowledge of the business and sector as the Board continues to execute its growth strategy with the aim to deliver enhanced value to all shareholders."

Background to the Transfer of shareholding

While Dr B.R. Shetty founded the business that was to become NMC over 40 years ago, since 2011, H.E. Saeed Bin Butti and Khaleefa Bin Butti have together been the largest investors in NMC and have held in excess of 30% of the voting share capital of NMC since IPO[1].

Following the transfer of Shares, the Controlling Shareholders will continue to hold in aggregate 59.77 per cent. of the issued capital of NMC, with Dr B.R. Shetty's remaining interest amounting to 19.44 per cent. of the issued capital of NMC.

As noted in the 8 March 2017 announcement, the stepping down from CEO by Dr B.R. Shetty was a natural progression for the Company and the transfer of the Shares is consistent with Dr B.R. Shetty's desire to pursue his other global business interests.

Relationship Agreement

The Centurion Investors and Dr B.R. Shetty were the shareholders of NMC prior to its listing on the London Stock Exchange in 2012 and have, since the IPO, been parties in concert with one another within in the meaning of such term in the City Code on Takeovers and Mergers (the "Code"). The concert party was in existence prior to, and has been in existence at all times since, the IPO.

Further to this, the relationship between the controlling shareholders and the Company is set out in a relationship agreement entered into at the time of the IPO and amended in 2014 to comply with the requirements relating to Controlling Shareholders that were introduced into the Listing Rules at such time (the "Relationship Agreement"). The Relationship Agreement will remain in place after the transfer of Shares.

The transfer of shares is a private transaction between shareholders and, as a result, NMC will not receive any proceeds from the transfer of Shares. J.P. Morgan Cazenove acted as Financial Adviser to NMC.

Enquiries:

NMC Health plc

Prasanth Manghat, Chief Executive Officer

[phone]

Suresh Krishnamoorthy, Chief Financial Officer

[phone]

J.P. Morgan Cazenove (Financial Adviser and Corporate Broker):

[phone]

James Mitford

Dwayne Lysaght

Alex Bruce

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 4.3 million patients in 2016. 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$1,220.8 million for the year ended 31 December 2016.

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

[1] When taking into account the shared holding held through Infinite Investment LLC (the vehicle controlled by H.E. Bin Butti and Khaleefa Butti Butti).

This information is provided by RNS

The company news service from the London Stock Exchange

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June 29, 2017 02:01 ET (06:01 GMT)