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03-Mar-2020

Statement regarding major shareholdings Notification of PDMR Interests

The Company refers to its announcements of 10 February 2020 (RNS number: 4572C), 14 February 2020 (RNS number: 0813D) and 18 February 2020 (RNS number: 3932D) and to the legal review being undertaken by its former Joint Non-Executive Chairman, Dr. Bavaguthu Raghuram Shetty, and his advisers in order to verify the total interests of Dr. B. R. Shetty, his associated family members and his associated family holding companies (together, the “Shetty Group”) in the Ordinary Shares of the Company (“Ordinary Shares”).

 

The Company has been notified by advisers to Dr B. R. Shetty of the following matter requiring disclosure:

 

  1. Termination of funded collar transaction

 

BRS Capital Limited (a PCA of Dr B. R. Shetty) previously entered into a funded collar transaction over 7 million Ordinary Shares and in connection with which BRS Capital Limited transferred by way of security 7 million Ordinary Shares to Goldman Sachs International (the “Transferred Shares”), as counterparty to the Collar,  as announced in the “Director/PDMR Shareholding” announcement issued by the Company on 2 May 2018 (RNS number: 9444M) and the “Share transaction notification” announcement issued by the Company on 3 May 2018 (RNS number: 0940N) (the “Collar”).

 

Advisers to Dr B. R. Shetty have informed the Company that, as a result of the suspension of the Ordinary Shares from trading, Goldman Sachs International, as counterparty to the Collar, has exercised its right to terminate the Collar and such termination of the Collar became effective on 2 March 2020.

 

On termination of the Collar, Goldman Sachs International has elected to discharge its obligation to return the Transferred Shares to BRS Capital Limited by way of making a cash equivalent payment to BRS Capital Limited, to be offset against the amount payable by BRS Capital Limited to Goldman Sachs International on termination of the Collar.

 

The PCA notification that follows in respect of the above event is being disclosed in the form in which it was received.

 

The Company has also been notified by advisers to Dr B. R. Shetty of the following matters requiring disclosure and has been informed that the below sets out his present understanding of these matters based on information currently available:

 

  1. Amendments to PCA notifications of 18 February 2020

 

The Company included, in its “Statement regarding major shareholdings” announcement of 18 February 2020 (RNS number: 3932D), certain PCA notifications received from BRS International Holdings Ltd (“BRS International”) (a PCA of Dr B. R. Shetty) in relation to the sale by First Abu Dhabi Bank between 3 and 6 February 2020 of 10,900,000 Ordinary Shares. These Ordinary Shares had previously been held in the name of BRS International and were subject to the Memorandum of Understanding dated 31 May 2017. The PCA notifications list the place of the transactions as “unknown”.

 

Advisers to Dr B. R. Shetty have informed the Company that BRS International received a letter from First Abu Dhabi Bank on 19 February 2020 confirming that the transactions took place on the London Stock Exchange. As such, BRS International Holding Ltd has submitted amended PCA notifications to the Company to specify the place of the transactions.

 

The amended PCA notifications are being disclosed by the Company in the form in which they were received.

 

  1. Sale by Al Salam Bank of 6,175,790 Ordinary Shares

 

Reference is made to the “Statement regarding major shareholdings” announcement issued by the Company on 14 February 2020 (RNS Number: 0813D) which gives details of a sale of 6,175,790 Ordinary Shares by Al Salam Bank. These Ordinary Shares had previously been held in the name of BRS International and were subject to the Memorandum of Understanding dated 31 May 2017.

 

Advisers to Dr B. R. Shetty have informed the Company that, on 16 February 2020, BRS International received two auto-generated customer advice notes from Al Salam Bank which state that between 7 and 10 February 2020, Al Salam Bank sold 6,175,790 Ordinary Shares for the account of BRS International as follows:

 

Trade Date

Settle Date

Quantity

07/02/2020

11/02/2020

760,803

10/02/2020

12/02/2020

5,414,987

 

The PCA notifications that follow in respect of these transactions are being disclosed by the Company in the form in which they were received.

 

  1. Sale of 2,600,000 Ordinary Shares in the custody of First Abu Dhabi Bank

 

As announced in the “Statement regarding major shareholdings” announcement issued by the Company on 10 February 2020 (RNS Number: 4572C), the Company understands that Dr B. R. Shetty had previously been informed that 2,600,000 Ordinary Shares which had been held in a First Abu Dhabi Bank nominee account in the name of BRS International may have been transferred to United Arab Bank, United Arab Emirates, and may be subject to security arrangements with United Arab Bank. These Ordinary Shares were subject to the Memorandum of Understanding dated 31 May 2017 as referred to in that announcement.

 

Advisers to Dr B. R. Shetty have informed the Company that, by email on 24 February 2020, BRS International received an auto-generated statement from First Abu Dhabi Bank which states that, between 11 and 13 February 2020, 2,600,000 Ordinary Shares which had been held in a First Abu Dhabi Bank account in the name of “BRS International Holding – UAB” have been sold as follows:

 

Trade Date

Settle Date

Quantity

11/02/2020

13/02/2020

739,523

12/02/2020

14/02/2020

1,247,165

13/02/2020

17/02/2020

613,312

 

The statement does not disclose the venue on which these transactions took place.

 

The PCA notifications that follow in respect of these transactions are being disclosed by the Company in the form in which they were received.

 

The PCA notifications and amendments that follow relate to the periods before and after Dr B. R. Shetty ceased to be a director and Joint Non-Executive Chairman of the Company on 16 February 2020. However, Dr B. R. Shetty’s obligation to provide the Company with PDMR/PCA notifications continues as his spouse, Dr C. R. Shetty, remains a PDMR of the Company.

Editor Details

  • Company:
    • NMC HEALTH PLC
  • Name:
    • NMC HEALTH PLC
Last Updated: 03-Mar-2020