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: 18 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:

2,077,251

1.00%

530,043

0.25%

 

 

 

 

(2)

Cash-settled derivatives:

 

 

 

 

187,656

0.09%

1,063,570

0.51%

 

 

 

 

(3)

Stock-settled derivatives (including options)

 

 

 

 

and agreements to purchase/sell:

0

0.00%

4,996,628

2.39%

 

 

 

 

(4)

 

 

 

 

TOTAL:

2,264,907

1.09%

6,590,241

3.16%

 
Class of relevant security: Convertible Bond XS1814568413

Interests

Short Positions

Number

(%)

Number

(%)

(1)

Relevant securities owned

 

 

 

 

and/or controlled:

600,000

0.17%

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:

600,000

0.17%

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

241,331

8.4264 GBP

8.121 GBP

10p ordinary

Sale

407,939

8.6267 GBP

8.121 GBP

Convertible Bond

Purchase

2,000,000

75.0000 USD

74.615 USD

Convertible Bond

Sale

3,400,000

75.5000 USD

75 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

1

8.4700 GBP

10p ordinary

SWAP

Long

5

8.2340 GBP

10p ordinary

SWAP

Long

12

8.4408 GBP

10p ordinary

SWAP

Long

16

8.2152 GBP

10p ordinary

SWAP

Long

22

8.6267 GBP

10p ordinary

CFD

Long

50

8.3652 GBP

10p ordinary

SWAP

Long

62

8.3214 GBP

10p ordinary

SWAP

Long

98

8.3303 GBP

10p ordinary

SWAP

Long

100

8.3700 GBP

10p ordinary

SWAP

Long

200

8.3680 GBP

10p ordinary

CFD

Long

337

8.3353 GBP

10p ordinary

CFD

Long

476

8.1792 GBP

10p ordinary

CFD

Long

619

8.3005 GBP

10p ordinary

CFD

Long

763

8.2087 GBP

10p ordinary

SWAP

Long

936

8.4419 GBP

10p ordinary

SWAP

Long

950

8.2270 GBP

10p ordinary

SWAP

Long

1,432

8.3296 GBP

10p ordinary

CFD

Long

2,985

8.3649 GBP

10p ordinary

CFD

Long

5,149

8.4420 GBP

10p ordinary

SWAP

Long

6,764

8.3459 GBP

10p ordinary

SWAP

Long

10,132

8.2746 GBP

10p ordinary

CFD

Long

39,718

8.4419 GBP

10p ordinary

SWAP

Long

60,533

8.3415 GBP

10p ordinary

CFD

Long

62,641

8.2762 GBP

10p ordinary

SWAP

Long

92,240

8.2703 GBP

10p ordinary

SWAP

Short

94

8.2745 GBP

10p ordinary

SWAP

Short

200

8.1140 GBP

10p ordinary

SWAP

Short

306

8.2606 GBP

10p ordinary

SWAP

Short

313

8.3282 GBP

10p ordinary

SWAP

Short

590

8.3978 GBP

10p ordinary

CFD

Short

2,175

8.4133 GBP

10p ordinary

SWAP

Short

7,465

8.2927 GBP

10p ordinary

SWAP

Short

10,738

8.2982 GBP

10p ordinary

SWAP

Short

44,282

8.3542 GBP

10p ordinary

CFD

Short

45,680

8.4253 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:

19 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: 692512
Time of Receipt (offset from UTC): 20200219T101946+0000

Contacts

BARCLAYS PLC

Contacts

BARCLAYS PLC