21st Jun 2013 07:00
Press Release |
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.
This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") to be published by Al Noor Hospitals Group Plc in due course in connection with the admission of its ordinary shares ("Shares") to the premium segment of the Official List of the UK Listing Authority and to trading on the main market for listed securities of London Stock Exchange plc (together, "Admission"). Copies of the Prospectus will, following publication, be available from the registered office of the Company.
Al Noor Hospitals Group Plc[1]
Announcement of Offer Price of £5.75 per Share
London & Abu Dhabi, 21 June 2013: Al Noor Hospitals Plc (to be renamed Al Noor Hospitals Group Plc on or around 21 June 2013) (the "Company" or "Al Noor"), the largest integrated private healthcare service provider in Abu Dhabi, today announces the successful pricing of its initial public offering of 38.5 million shares (the "Offer") at £5.75 per share(the "Offer Price"). The Company will be admitted to the premium listing segment of the Official List of the UK Listing Authority and to trading on the main market for listed securities of the London Stock Exchange. Conditional trading is expected to start this morning and unconditional trading is expected to commence with Admission on 26 June 2013.
Highlights
·; The Offer comprises 38.5 million shares at an Offer Price of £5.75 per share - equivalent to an offering size of £221 million or US$342 million (excluding exercise of the Over-allotment Option (as defined below)).
·; Based on the Offer Price and the number of shares in issue the market capitalisation of Al Noor at listing will be £672 million or $1,039 million. Al Noor will have a free float of 32.9% (excluding exercise of the Over-allotment Option).
·; Based on the Offer Price, the Offer has raised gross primary proceeds of approximately £97 million or $150 million primarily to finance future organic and acquisition growth.
·; The IPO comprises an issue of 16.9 million new shares by the Company and a sale of 21.6 million existing shares held by the Company's current shareholders. The selling shareholders (the "Selling Shareholders") are Astro II SPV, an affiliate of Ithmar Capital, which has retained a stake of approximately 28% of the enlarged share capital and Dr Kassem Alom and Sheikh Mohammed Bin Butti who retain stakes of 11% and 28% respectively (in each case excluding exercise of the Over-allotment Option).
·; In addition, an over-allotment option (the "Over-allotment Option") consisting entirely of existing shares and provided by the Selling Shareholders has been granted in respect of 12.4% of the Offer.
·; Conditional dealings are expected to commence at 8.00 a.m. on 21 June 2013 on the London Stock Exchange under the ticker symbol ANH. It is expected that Admission of Al Noor's shares to the Official List of the London Stock Exchange will become effective and unconditional dealings will commence at 8.00 a.m. on 26 June 2013.
·; Deutsche Bank AG, London Branch, and Goldman Sachs International are acting as Joint Sponsors and Joint Global Co-ordinators and with HSBC Bank plc are acting as Joint Bookrunners (the "Joint Bookrunners") in relation to the Offer. Rothschild is acting as financial adviser to the Company.
Ian Tyler, Non-Executive Chairman, Al Noor Hospitals Group Plc said:
"We have seen significant demand from international institutional investors for Al Noor's shares demonstrating both the strength of the Company and the opportunity for growth and expect that demand to underpin healthy trading in the secondary market. I look forward to working with the Board and the management team to drive Al Noor's development and deliver strong shareholder returns."
Dr. Kassem Alom, Chief Executive Officer, Al Noor Hospitals Group Plc said:
"The funds raised enable us to pursue our expansion plans to support the Group's continued growth within the Emirate of Abu Dhabi and the Group's entry into other key Emirates and the wider GCC. This will include the development of existing hospitals, growing our network of outpatient medical centres and pursuing organic and acquisition growth. We look forward to the next phase of Al Noor's development as a listed company."
Sheikh Mansoor Bin Butti Al Hamed, Non-Executive Director, Al Noor Hospitals Group Plc said:
"The strong interest from investors reflects the quality of Al Noor's business and the opportunities presented by a thriving healthcare sector in the UAE and GCC. We are committed to running this business not only to the highest medical standards, but also to the highest governance standards. I am confident that with the assembled team we can achieve this and deliver long term shareholder value."
Faisal Juma Belhoul, Founder and Executive Vice Chairman of Ithmar Capital and Non-Executive Director, Al Noor Hospitals Group Plc said:
"Ithmar has played a key role in supporting Al Noor's growth strategy to date and we remain significant shareholders. We see healthcare as being one of the fastest growing industries in the UAE and I am confident Al Noor has the right strategy and management team to capture that opportunity for all its shareholders."
Al Noor Hospitals Group
Al Noor is the largest integrated private healthcare service provider in the Emirate of Abu Dhabi based on the number of patients treated, number of beds and number of physicians as stated in the Health Authority of Abu Dhabi's ('HAAD') latest report. The Company provides primary, secondary and tertiary care through three hospitals and nine medical centres. The provision of care is at international standards, with a particular focus on clinical excellence and patient safety. Al Noor was the first private hospital in Abu Dhabi City to obtain Joint Commission International ("JCI") accreditation, and today all of its hospitals are accredited.
Al Noor operates in one of the fastest growing industries in the UAE due to: population growth and a rapidly ageing demographic; an increasing incidence of lifestyle-related medical conditions such as diabetes and obesity; service gaps in the current healthcare market; and growth in the privately insured population in the UAE.
Al Noor has the largest market share in Abu Dhabi among private healthcare service providers for both outpatients (1,454,755 patients / 35% market share) and inpatients (32,399 patients / 39% market share), more than double the share of its next private competitor (not greater than 16% in either category for 2011) (Source: HAAD Report 2011). Al Noor had 227 operational beds and 461 physicians as of 31 March 2013, more than any other private competitor in the Emirate of Abu Dhabi.
The Company has a strong track record of delivering organic growth, greenfield projects, expansion of its medical centre network and introduction of new services since its establishment in 1985. Outpatient and inpatient volume growth in each of 2010, 2011 and 2012 has seen a compound annual growth of 8.6% and 15%, respectively.
- Ends -
Enquiries:
Al Noor Hospitals Group Plc | |
Dr Sami Alom | +971 2 406 6992 |
Pramod Balakrishnan | +971 2 406 6945 |
Deutsche Bank | |
Christopher Laing / Nicolas Skaff | +44 20 7545 8000 |
Goldman Sachs International | |
Richard Cormack / Jennie Holloway | +44 20 7774 1000 |
HSBC | |
Stuart Dickson / Nick Uzel | +44 20 7991 8888 |
Rothschild | |
Adam Young | +44 20 7280 5000 |
Brunswick Group | |
Jon Coles / Craig Breheny | +44 20 7404 5959 |
Rupert Young / Jeehan Balfaqaih | +971 4 446 6270 |
Forward-looking statements
This announcement may include certain forward-looking statements, beliefs or opinions, including statements with respect to the Company's business, financial condition and results of operations. These statements, which contain the words "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, reflect the Directors' beliefs and expectations and involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. No representation is made that any of these statements or forecasts will come to pass or that any forecast results will be achieved. There are a number of risks, uncertainties and factors that could cause actual results and developments to differ materially from those expressed or implied by these statements and forecasts. Past performance of the Company cannot be relied on as a guide to future performance. Forward-looking statements speak only as at the date of this announcement and the Company and each of the Joint Bookrunners expressly disclaim any obligations or undertaking to release any update of, or revisions to, any forward-looking statements in this announcement. No statement in this announcement is intended to be a profit forecast. As a result, you are cautioned not to place any undue reliance on such forward-looking statements.
Disclaimer
The contents of this announcement have been prepared by and are the sole responsibility of the Company and have been approved by the Joint Bookrunners solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000.
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.
This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of information in the Prospectus to be published in connection with Admission
This announcement is not for publication or distribution, directly or indirectly, in or into the United States. 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. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia). This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada, Japan or any other jurisdiction where such offer or sale would be unlawful. The Shares have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act"). The Shares may not be offered or sold in the United States, except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States.
This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended from time to time (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order or (iv) certified high net worth individuals and certified and self-certified sophisticated investors as described in Articles 48, 50, and 50A respectively of the Order or (v) persons to whom this communication may otherwise be lawfully communicated (all such persons together being referred to as relevant persons). Any investment activity to which this communication relates will only be available to, and will only be engaged in with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
This communication is distributed in any member state of the European Economic Area which applies the Prospectus Directive (this Directive together with any implementing measures in any member state, the "Prospectus Directive") only to those persons who are qualified investors for the purposes of the Prospectus Directive in such member state, and such other persons as this document may be addressed on legal grounds, and no person that is not a relevant person or qualified investor may act or rely on this document or any of its contents. The expression "Prospectus Directive" means Directive 2003/71/EC (and any amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State, and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
Any purchase of Shares in the Offer should be made solely on the basis of the information contained in the final Prospectus to be issued by the Company in connection with Admission. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change.
This announcement does not constitute a recommendation concerning the Offer. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. Information in this announcement or any of the documents relating to the Offer cannot be relied upon as a guide to future performance. Potential investors should consult a professional advisor as to the suitability of the Offer for the person concerned.
Each of the Joint Bookrunners and Rothschild, each of which is authorised by the Prudential Regulatory Authority and regulated in the UK by the Prudential Regulatory Authority and the Financial Conduct Authority, are acting exclusively for the Company and no one else in connection with the Offer and will not regard any other person as its client in relation to the Offer and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for giving advice in relation to the Offer or the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Offer, any of the Joint Bookrunners, Rothschild or any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Shares and other securities of the Company or related investments in connection with the Offer or otherwise. Accordingly, references in the Prospectus, once published, to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Joint Bookrunners, Rothschild or any of their respective affiliates acting as investors for their own accounts. The Joint Bookrunners, Rothschild or any of their respective affiliates do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
None of the Joint Bookrunners, Rothschild or any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its 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.
In connection with the Offer, a stabilising manager, or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Shares or effect other transactions with a view to supporting the market price of the Shares at a higher level than that which might otherwise prevail in the open market. The stabilising manager will not be required to enter into such transactions and such transactions may be effected on any stock, market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the commencement of conditional dealings of the Shares on the London Stock Exchange and ending no later than 30 calendar days thereafter. However, there will be no obligation on the stabilising manager or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilising measures, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Shares above the offer price. Save as required by law or regulation, neither the stabilising manager nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Offer.
Certain figures contained in this document, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly with the total figure given.
[1] The Company is currently incorporated as Al Noor Hospitals Plc and expects to be renamed Al Noor Hospitals Group Plc on or around 21 June 2013.
Related Shares:
MDC.L