FORM 8.5 (EPT/NON-RI) - NMC HEALTH PLC

LONDON--()-- 

FORM 8.5 (EPT/NON-RI)

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY AN

EXEMPT PRINCIPAL TRADER WITHOUT RECOGNISED INTERMEDIARY (“RI”) STATUS (OR WHERE RI STATUS IS NOT APPLICABLE)

Rule 8.5 of the Takeover Code (the “Code”)

1. KEY INFORMATION

(a) Name of exempt principal trader: BARCLAYS CAPITAL SECURITIES LTD
(b) Name of offeror/offeree in relation to whose NMC HEALTH PLC
relevant securities this form relates:
(c) Name of the party to the offer with which exempt NMC HEALTH PLC
principal trader is connected
(d) Date position held/dealing undertaken: 11 February 2020
(e) In addition to the company in 1(b) above, is the exempt principal NO
trader making disclosures in respect of any other party to the offer?

2. POSITIONS OF THE EXEMPT PRINCIPAL TRADER

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(b), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)

Class of relevant security: 10p ordinary
Interests Short Positions

Number

(%)

Number

(%)

(1)

Relevant securities owned

 

 

 

 

and/or controlled:

2,437,131

1.17%

266,045

0.13%

 

 

 

 

(2)

Cash-settled derivatives:

 

 

 

 

158,453

0.08%

1,863,309

0.89%

 

 

 

 

(3)

Stock-settled derivatives (including options)

 

 

 

 

and agreements to purchase/sell:

0

0.00%

4,996,628

2.39%

 

 

 

 

(4)

 

 

 

 

TOTAL:

2,595,584

1.24%

7,125,982

3.41%

 
Class of relevant security: Convertible Bond XS1814568413

Interests

Short Positions

Number

(%)

Number

(%)

(1)

Relevant securities owned

 

 

 

 

and/or controlled:

1,000,000

0.28%

0

0.00%

 

 

 

 

(2)

Cash-settled derivatives:

 

 

 

 

0

0.00%

0

0.00%

 

 

 

 

(3)

Stock-settled derivatives (including options)

 

 

 

 

and agreements to purchase/sell:

0

0.00%

0

0.00%

 

 

 

 

(4)

 

 

 

 

TOTAL:

1,000,000

0.28%

0

0.00%

 

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

(b) Rights to subscribe for new securities (including directors’ and other employee options)

Class of relevant security in relation to which subscription right exists:

 

Details, including nature of the rights concerned and relevant percentages:

 

3. DEALINGS (IF ANY) BY THE EXEMPT PRINCIPAL TRADER

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(b), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

(a) Purchases and sales

Class of relevant Purchase/sale Total number of Highest price per unit Lowest price per unit
security securities paid/received paid/received

10p ordinary

Purchase

974,359

9.3240 GBP

7.624 GBP

10p ordinary

Sale

605,887

9.3001 GBP

7.624 GBP

Convertible Bond

Purchase

1,800,000

79.5000 USD

79.5 USD

Convertible Bond

Sale

2,000,000

82.5000 USD

82.5 USD

(b) Cash-settled derivative transactions

Class of Product Nature of dealing Number of Price per
relevant

description

 

reference

unit

security

 

 

securities

 

10p ordinary

SWAP

Long

3

7.9232 GBP

10p ordinary

SWAP

Long

201

7.7194 GBP

10p ordinary

SWAP

Long

1,112

7.7701 GBP

10p ordinary

SWAP

Long

1,139

7.7675 GBP

10p ordinary

SWAP

Long

1,562

7.7793 GBP

10p ordinary

SWAP

Long

1,592

7.9946 GBP

10p ordinary

SWAP

Long

1,797

7.7900 GBP

10p ordinary

SWAP

Long

2,162

7.7342 GBP

10p ordinary

CFD

Long

3,463

7.6797 GBP

10p ordinary

SWAP

Long

5,000

7.9928 GBP

10p ordinary

CFD

Long

12,390

7.7568 GBP

10p ordinary

SWAP

Long

17,385

8.2945 GBP

10p ordinary

SWAP

Long

20,688

7.7960 GBP

10p ordinary

CFD

Long

26,959

8.6363 GBP

10p ordinary

CFD

Long

52,269

8.4657 GBP

10p ordinary

SWAP

Long

70,345

7.7461 GBP

10p ordinary

SWAP

Long

84,366

7.9684 GBP

10p ordinary

SWAP

Long

221,391

8.2834 GBP

10p ordinary

SWAP

Short

358

7.6841 GBP

10p ordinary

SWAP

Short

665

7.8978 GBP

10p ordinary

SWAP

Short

888

7.8000 GBP

10p ordinary

SWAP

Short

1,305

7.7820 GBP

10p ordinary

CFD

Short

1,423

7.8248 GBP

10p ordinary

SWAP

Short

1,494

7.8409 GBP

10p ordinary

CFD

Short

2,500

8.4507 GBP

10p ordinary

CFD

Short

2,500

8.6795 GBP

10p ordinary

CFD

Short

3,210

7.8547 GBP

10p ordinary

CFD

Short

5,000

7.9907 GBP

10p ordinary

CFD

Short

6,250

7.9945 GBP

10p ordinary

SWAP

Short

14,251

8.1611 GBP

10p ordinary

SWAP

Short

46,927

8.5300 GBP

10p ordinary

CFD

Short

64,659

7.7820 GBP

10p ordinary

SWAP

Short

65,390

7.9281 GBP

10p ordinary

SWAP

Short

74,026

8.2796 GBP

10p ordinary

SWAP

Short

283,126

8.2003 GBP

(c) Stock-settled derivative transactions (including options)

(i) Writing, selling, purchasing or varying

Class of relevant security

Product description e.g. call option

Writing, purchasing, selling, varying etc.

Number of securities to which option relates

Exercise price per unit

Type

e.g. American, European etc.

Expiry date

Option money paid/ received per unit

 

 

 

 

 

 

 

 

(ii) Exercise

Class of relevant security

Product description

e.g. call option

Exercising/ exercised against

Number of securities

Exercise price per unit

 

 

 

 

 

 

(d) Other dealings (including subscribing for new securities)

Class of relevant security

Nature of dealing

e.g. subscription, conversion

Details

Price per unit (if applicable)

 

 

 

 

 

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 exempt principal trader making the disclosure and any party to the offer or any person acting in concert with a party to the offer:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state “none”

 

None

 

(b) Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the exempt principal trader making the disclosure 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”

 

None

 

(c) Attachments

Is a Supplemental Form 8 (Open Positions) attached?

YES

Date of disclosure:

12 Feb 2020

Contact name:

Large Holdings Regulatory Operations

Telephone number:

020 3134 7213

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

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.

SUPPLEMENTAL FORM 8 (OPEN POSITIONS)

DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.

Note 5(i) on Rule 8 of the Takeover Code (the “Code”)

1. KEY INFORMATION

Identity of the person whose positions/dealings BARCLAYS CAPITAL SECURITIES LTD
are being disclosed:
Name of offeror/offeree in relation to whose NMC HEALTH PLC
relevant securities this from relates:

2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)

Class Product Writing, Number Exercise Type Expiry
of description purchasing, of price date
relevant selling, securities per unit
security varying etc to which

 

 

 

option

 

 

 

 

 

 

relates

 

 

 

 

Call Options

Written

-4,996,628

 

European

11 Feb 2021

3. AGREEMENTS TO PURCHASE OR SELL ETC.

Full details should be given so that the nature of the interest or position can be fully understood:

 

 

 

 

 

It is not necessary to provide details on a Supplemental Form (Open Positions) with regard to cash-settled derivatives.

The currency of all prices and other monetary amounts should be stated.

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.

Short Name: BARCLAYS PLC
Category Code: FEO
Sequence Number: 692031
Time of Receipt (offset from UTC): 20200212T093150+0000

Contacts

BARCLAYS PLC

Contacts

BARCLAYS PLC