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: 12 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:

2,761,333

1.32%

388,818

0.19%

 

 

 

 

(2)

Cash-settled derivatives:

 

 

 

 

156,503

0.07%

1,876,298

0.90%

 

 

 

 

(3)

Stock-settled derivatives (including options)

 

 

 

 

and agreements to purchase/sell:

0

0.00%

4,996,628

2.39%

 

 

 

 

(4)

 

 

 

 

TOTAL:

2,917,836

1.40%

7,261,744

3.48%

 
Class of relevant security: Convertible Bond XS1814568413
Interests Short Positions

Number

(%)

Number

(%)

(1)

Relevant securities owned

 

 

 

 

and/or controlled:

2,000,000

0.56%

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:

2,000,000

0.56%

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

782,823

8.6680 GBP

7.828 GBP

10p ordinary

Sale

581,394

8.6760 GBP

7.884 GBP

Convertible Bond

Purchase

2,000,000

79.5000 USD

79.5 USD

(b) Cash-settled derivative transactions

Class of Product Nature of dealing Number of Price per
relevant description reference unit

security

 

 

securities

 

10p ordinary

CFD

Long

10

8.6750 GBP

10p ordinary

CFD

Long

768

8.4164 GBP

10p ordinary

SWAP

Long

1,000

8.7000 GBP

10p ordinary

CFD

Long

1,081

8.5867 GBP

10p ordinary

SWAP

Long

2,661

8.2386 GBP

10p ordinary

SWAP

Long

2,897

8.4996 GBP

10p ordinary

CFD

Long

4,288

8.6760 GBP

10p ordinary

CFD

Long

5,000

8.4792 GBP

10p ordinary

CFD

Long

5,000

8.5006 GBP

10p ordinary

CFD

Long

5,797

8.5955 GBP

10p ordinary

CFD

Long

6,250

8.5276 GBP

10p ordinary

CFD

Long

13,923

8.5637 GBP

10p ordinary

SWAP

Long

37,619

8.4606 GBP

10p ordinary

SWAP

Long

58,859

8.5086 GBP

10p ordinary

SWAP

Long

92,819

8.4454 GBP

10p ordinary

CFD

Long

118,394

8.3694 GBP

10p ordinary

SWAP

Short

677

7.9657 GBP

10p ordinary

CFD

Short

1,893

8.6216 GBP

10p ordinary

SWAP

Short

1,950

8.4882 GBP

10p ordinary

SWAP

Short

2,165

8.0271 GBP

10p ordinary

CFD

Short

3,192

7.8267 GBP

10p ordinary

SWAP

Short

4,340

7.9228 GBP

10p ordinary

CFD

Short

5,000

8.2513 GBP

10p ordinary

CFD

Short

5,000

8.3685 GBP

10p ordinary

SWAP

Short

7,626

8.5420 GBP

10p ordinary

SWAP

Short

10,805

8.5911 GBP

10p ordinary

CFD

Short

18,211

8.5419 GBP

10p ordinary

SWAP

Short

36,953

8.5303 GBP

10p ordinary

SWAP

Short

84,414

8.0046 GBP

10p ordinary

SWAP

Short

189,079

8.2879 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:

13 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: 692086
Time of Receipt (offset from UTC): 20200213T095214+0000

Contacts

BARCLAYS PLC

Contacts

BARCLAYS PLC