23rd Oct 2015 12:50
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser: | NMC Health plc (NMC) |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): | N/A |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: | NMC |
(d) Is the discloser the offeror or the offeree? | Offeror |
(e) Date position held: | 22 October 2015 |
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?
| No |
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates
Class of relevant security:
| Ordinary Shares of 10 pence sterling | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | N/A | N/A | N/A | N/A |
(2) Cash-settled derivatives:
| N/A | N/A | N/A | N/A |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | N/A | N/A | N/A | N/A |
TOTAL: | N/A | N/A | N/A | N/A |
(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription right exists: | Nil |
Details, including nature of the rights concerned and relevant percentages: | Nil |
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure: |
(a) NMC ordinary shares of 10 pence each (NMC Shares) held by directors of NMC or their close family members or related trusts (excluding any entitlements under the stock options plan set out below)
Director | Number of NMC Shares | % |
Dr. B. R. Shetty | 47,749,250 | 25.7% |
held directly | 47,742,409 | 25.7% |
held beneficially by Dr. C. R. Shetty (wife) | 6,841 | |
H.J. Mark Tompkins | 25,083 | 0.01% |
held directly | 9,100 | 0.01% |
held by Mrs Sarah Tompkins (wife) | 7,983 | |
held by family trust | 8,000 | |
Jonathan Bomford | 12,000 | 0.01% |
Prasanth Manghat | 8,308 | |
Binay Shetty | 6,842 | |
Heather Lawrence | 6,347 |
Note: Dr. B. R. Shetty is one of NMC's controlling shareholders (see below for details). Mr. Binay Shetty is Dr. B. R. Shetty's son.
(b) Director's right to subscribe for NMC Shares by way of nil cost options plan
Short Term Incentive Plan
Director | Number of shares | Date of grant | Vesting date |
Dr. B. R. Shetty | 17,470 | 25 February 2015 | 25 February 2018 |
Dr. B. R. Shetty | 15,510 | 29 October 2014 | 29 October 2017 |
Prasanth Manghat | 13,702 | 25 February 2015 | 25 February 2018 |
Prasanth Manghat | 12,408 | 29 October 2014 | 29 October 2017 |
Binay Shetty | 11,538 | 25 February 2015 | 25 February 2018 |
Binay Shetty | 9,926 | 29 October 2014 | 29 October 2017 |
Long Term Incentive Plan
Director | Number of shares | Date of grant | Expiry date |
Dr. B. R. Shetty | 57,692 | 25 February 2015 | 25 February 2018 |
Dr. B. R. Shetty | 50,923 | 29 October 2014 | 29 October 2017 |
Dr. B. R. Shetty | 26,298 | 8 September 2015 | 8 September 2018 |
Prasanth Manghat | 50,000 | 25 February 2015 | 25 February 2018 |
Prasanth Manghat | 40,738 | 29 October 2014 | 29 October 2017 |
Prasanth Manghat | 23,011 | 8 September 2015 | 8 September 2018 |
(c) Controlling shareholders
Controlling shareholder | Number of NMC Shares | % |
H.E. Saeed Bin Butti | 43,466,559 | 23.4% |
Khalifa Bin Butti | 19,059,842 | 10.3% |
Infinite Investment LLC (*) | 14,072,024 | 7.6% |
*Note: Infinite Investment LLC is a company wholly owned by H.E. Saeed Bin Butti and Mr. Khalifa Bin Butti.
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none" |
N/A
|
(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none" |
N/A
|
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) | NO |
Supplemental Form 8 (SBL) | NO |
| Date of disclosure: | 23 October 2015 |
| Contact name: | HSBC and JP Morgan Cazenove |
| Telephone number: | +44 207 991 8888 and +44 207 742 4000 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at [email protected]. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
Related Shares:
NMC.L