Statement regarding major shareholdings

FOR IMMEDIATE RELEASE Monday 10 February, 2020

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

NMC HEALTH PLC

(the "Company")

Statement regarding major shareholdings

Notification of PDMR Interests

The Company announces that it has been informed by its Joint Non-Executive Chairman, Dr. Bavaguthu Raghuram Shetty, that Dr. B. R. Shetty and his advisers are in the process of carrying out a legal review in order to verify the total interests of Dr. B. R. Shetty, his associated family members and his associated family holding companies in the Ordinary Shares of the Company, and that this review also has implications for the holdings and interests of H.E. Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi and Mr Khaleefa Butti Omair Yousif Ahmed Al Muhairi.

This suggests that the holdings and interests of Dr. B.R. Shetty, H.E. Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi and Mr Khaleefa Butti Omair Yousif Ahmed Al Muhairi have been incorrectly reported historically to the Company and the market.

The Company has been informed that to date the legal review, which is continuing, has identified the following matters as requiring disclosure and the below sets out Dr. B. R. Shetty's understanding of those matters, based on information currently available:

1. Share security: On 5 February 2020, Falcon Private Bank informed Dr. B. R. Shetty that it was transferring 4,800,000 Ordinary Shares in the capital of the Company from a Falcon Private Bank nominee account in the name of Dr. B. R. Shetty to First Abu Dhabi Bank. Dr. B. R. Shetty understands that it is the intention of First Abu Dhabi Bank to hold those Ordinary Shares in a First Abu Dhabi Bank nominee account in the name of Dr. B. R. Shetty. Dr. B. R. Shetty has not received confirmation that the transfer has been completed. Dr. B. R. Shetty has been informed that the transfer is being made in connection with security arrangements given by Dr. B. R. Shetty in favour of First Abu Dhabi Bank, and that those security arrangements relate to credit facilities made available by First Abu Dhabi Bank to a company associated with Dr. B. R. Shetty. Dr. B. R. Shetty and his advisers are investigating the details of and the legal basis for this transfer. The PDMR notification below gives details of such transfer.

Separately, Dr. B. R. Shetty understands that: (a) 5,141,348 Ordinary Shares in the capital of the Company are held in a second and unconnected nominee account with Falcon Private Bank that is in the name of Dr. B. R. Shetty; (b) these 5,141,348 Ordinary Shares in the capital of the Company are subject to a share pledge given by Dr. B. R. Shetty in favour of Falcon Private Bank, and (c) the share pledge relates to credit facilities made available by Falcon Private Bank to Dr. B. R. Shetty.

2. Memorandum of understanding: BRS International Holding Ltd (of which Dr. B. R. Shetty is the sole shareholder) has been holding 20,000,000 Ordinary Shares pursuant to a Memorandum of Understanding dated 31 May 2017 for H.E. Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi and Mr Khaleefa Butti Omair Yousif Ahmed Al Muhairi. The legal review of the arrangements is ongoing. If the legal review confirms that the ultimate beneficial owners of these Ordinary Shares are H.E. Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi and Mr Khaleefa Butti Omair Yousif Ahmed Al Muhairi and not Dr. B. R. Shetty (as the sole shareholder of BRS International Holding Ltd), this would result in a commensurate reduction of the publicly disclosed interests of Dr. B. R. Shetty, his associated family members and his associated family holding companies in the Ordinary Shares of the Company of 9.58% of the current issued share capital of the Company.

Of these 20,000,000 Ordinary Shares, Dr. B. R. Shetty has been informed that (a) 6,500,000 Ordinary Shares may have been transferred from a First Abu Dhabi Bank nominee account in the name of BRS International Holding Ltd to Al Salam Bank, Bahrain and such shares may also be subject to security arrangements; and (b) up to a further 2,600,000 Ordinary Shares may have been transferred from a First Abu Dhabi Bank nominee account in the name of BRS International Holding Ltd to United Arab Bank, United Arab Emirates and such shares may also be subject to security arrangements. Dr. B. R. Shetty and his advisers are investigating the details of and the legal basis for these possible transfers and security arrangements.

The Company has been informed that the matters above are subject to further investigation, including of certain documents and records held by third parties, as part of Dr. B. R. Shetty's ongoing legal review.

The Company's reporting of shareholding levels via RNS has been based on notifications received from the shareholders as well as periodic confirmations that the Company has requested and received from each of Dr. B. R. Shetty, H.E. Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi and Mr Khaleefa Butti Omair Yousif Ahmed Al Muhairi in relation to their respective shareholdings. The Company was not made aware of the above Memorandum of Understanding nor these potential differing levels of historical holding and interests by these investors.

The board of the Company (the "Board") is urgently seeking clarity from each of these shareholders on these points. The Board has also repeated its request for clarity from each of the shareholders in relation to the number of shares owned by them which are pledged, otherwise used as security in any form of financial instrument or are subject to other arrangements under which third parties (eg banks, financial institutions etc.) have the ability to sell those shares without prior approval from the respective shareholder.

The Board has asked Dr. B. R. Shetty and Mr Khaleefa Butti Omair Yousif Ahmed Al Muhairi to absent themselves from further Board discussions until clarification of these matters and pending a board decision about their ongoing roles as directors of the Company.

Dr. B. R. Shetty and Mr Khaleefa Butti Omair Yousif Ahmed Al Muhairi have informed the Company that they remain supportive and long-term investors in the Company.

The Company's operations continue to perform strongly, and the Company expects to report full-year 2019 results in-line with management's expectations.

Further announcements may be made as and when appropriate.

The individual responsible for releasing this announcement is Simon Watkins, Group Company Secretary.

Enquiries:

Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting as corporate broker for NMC Health plc and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than NMC Health plc for providing the protections afforded to clients of Barclays nor for providing advice in relation to the contents of this announcement or any other matter referred to herein.

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove, is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom ("J.P. Morgan Cazenove"). J.P. Morgan Cazenove is acting exclusively as corporate broker to NMC Health plc and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters set out in this announcement and will not be responsible to anyone other than NMC Health plc for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, or for providing advice in relation to the contents of this announcement or any other matter referred to herein.

HSBC Bank plc, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting as corporate broker and financial adviser to NMC Health plc and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than NMC Health plc for providing the protections afforded to clients of HSBC, or for providing advice in connection with the matters referred to herein. Neither HSBC nor any of its subsidiaries or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of HSBC in connection with this announcement or any matter referred to herein. 

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them