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For Immediate Release 14 December 2016 NMC Health Plc Proposed

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For Immediate Release 14 December 2016 NMC Health Plc Proposed THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION For immediate release THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 AND IS DISCLOSED IN ACCORDANCE WITH THE COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF THOSE REGULATIONS. 14 December 2016 NMC Health plc (the “Company” or “NMC”) Proposed Placing of New Ordinary Shares to fund Acquisition Introduction NMC Health plc, the leading integrated healthcare provider operating across the United Arab Emirates (“UAE”), today announces its intention to place 18,571,428 new ordinary shares (the "Placing Shares"), representing approximately 9.99% of the current issued ordinary share capital of the Company (the "Placing"). The Placing is being conducted through an accelerated bookbuild (the “Bookbuild”) which will be launched immediately following this Announcement, in accordance with the terms and conditions set out in the Appendix and will be made available to new and existing eligible institutional investors. HSBC Bank plc (“HSBC”) and J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove) (“J.P. Morgan Cazenove” and together with HSBC, the “Bookrunners”), joint corporate brokers to the Company, are acting as joint bookrunners in connection with the Placing. The Company’s three largest shareholders, who together control approximately 61.6 per cent. of the Company’s issued share capital1, have provided letters of intent indicating their intention to subscribe for up to US$170 million / GBP134 million2 (or their pro-rata if lower) of the Placing. The Placing is conditional on the participation of these shareholders. Should the Placing be oversubscribed, each of the three largest shareholders’ participation may be reduced. Background to the Placing and Use of Proceeds The Company has separately announced today that is has agreed terms with Gulf Medical Projects Company (“GMPC”) for the acquisition, subject to certain conditions and approvals, 1 Dr. B. R. Shetty controls approximately 25.7 per cent. of the Company’s issued share capital while H. E. Saeed Bin Butti and Khalifa Bin Butti (directly and through Infinite Investment LLC) control in aggregate approximately 35.9 per cent of the Company’s issued share capital 2 Based on a GBP/USD exchange rate of 1.27, as at 13 December 2016 of GMPC’s Al Zahra Hospital in Sharjah (the “Al Zahra Hospital”), comprising: the share capital of the Al Zahra (Pvt.) Hospital Company Limited and certain land and buildings currently used by Al Zahra Hospital, for AED 2,058 million (approximately US$560 million). The Directors believe that the acquisition of the Al Zahra Hospital (the “Acquisition”) is a unique opportunity to accelerate the delivery of its updated Healthcare Division strategy. The Al Zahra Hospital complements the NMC group’s (the “Group”) existing network of seven out-patient medical centres in Sharjah, the third most populated emirate in the UAE, with one of the leading and most reputable hospitals in the emirate, to further strengthen the Group’s position as the largest private healthcare provider in the UAE and one of the largest in the Gulf Cooperation Council (the “GCC”) region. Due to its size, the Acquisition constitutes a Class 1 transaction under the UK Listing Rules and the Company is therefore seeking the approval of the Shareholders for the Acquisition. Further details of the Acquisition and the transactions related to the Acquisition, together with a notice convening a General Meeting to consider the Acquisition, will be contained in the Shareholder Circular. The General Meeting will be convened in due course at which the Shareholders will be asked to consider, and if thought fit, pass a resolution to approve the Acquisition. The Placing is not conditional on the completion of the Acquisition announced by NMC this morning. If the Acquisition does not complete, NMC will retain the net proceeds of the Placing for other potential acquisition opportunities. The net proceeds of the Placing are intended to be used to part fund the Acquisition. The balance of the consideration, along with the repayment of the Company’s current debt facilities, will be funded from new loan facilities of US$1.4 billion provided by J.P. Morgan Limited and Standard Chartered Bank, acting through its Dubai International Financial Centre (DFIC) branch. The new loan facilities provided by J.P. Morgan Limited and Standard Chartered Bank includes an 18 month bridge facility (“Facility C”) which is not expected to be drawn as it will be replaced by part of the expected proceeds from the Placing. Further information on the Acquisition and current trading can be found in the Acquisition announcement released by NMC today. Details of the Placing Under the terms of the Placing, the Company intends to place 18,571,428 new ordinary shares of 10 pence each in the capital of the Company, with both existing shareholders and new institutional investors. Members of the public are not entitled to participate in the Placing. The Placing is subject to the terms and conditions set out in the Appendix (which forms part of this announcement, such announcement and the Appendix together being the "Announcement"). The placing has been underwritten by the Bookrunners subject to the conditions set out in the placing and sponsor’s agreement between the Company and the Bookrunners (the “Placing Agreement”). The Placing is conditional on the participation of the three major shareholders. A description of the Placing Agreement can be found in the Appendix to this Announcement. The Placing is being conducted through an accelerated bookbuild process to be carried out by the Bookrunners. The book will open with immediate effect following this Announcement. 2 The timing of the closing of the book, pricing and allocation are at the discretion of the Bookrunners. The Bookrunners may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. The price per ordinary share at which such Placing Shares are to be placed will be announced on a Regulatory Information Service (the "Pricing Announcement") as soon as practicable after the close of the Bookbuild. Application will be made for the Placing Shares to be admitted to the premium listing segment of the Official List (the “Official List”) of the Financial Conduct Authority (the “FCA”) and to be admitted to trading on the main market for listed securities of the London Stock Exchange plc (the “London Stock Exchange”) (together, “Admission”). Settlement for the Placing Shares and Admission is expected to take place on or before 8.00 a.m. on 16 December 2016. The Placing is conditional, amongst other things, upon Admission becoming effective and the Placing Agreement not being terminated. The Appendix sets out further information relating to the Bookbuild and the terms and conditions of the Placing. The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing ordinary shares of the Company, including the right to receive all dividends and other distributions declared, made or paid after the date of issue. The Company has agreed with the Bookrunners to a 90 day lock-up from Admission, subject to customary exceptions. The Appendix sets out further information relating to the Bookbuild process and the terms and conditions of the Placing. Expressions used in this Announcement shall have the meanings set out in the Definitions section of the Appendix. By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this Announcement in its entirety (including the Appendix) and to be making an offer on the terms and conditions and providing the representations, warranties, acknowledgements and undertakings contained in the Appendix. This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the “Important Notices” section of this Announcement. 3 Enquiries: NMC Health plc Prasanth Manghat, Deputy Chief Executive Officer +971 (0)50 522 5648 Suresh Krishnamoorthy, Chief Financial Officer +971 (0)50 591 5365 Roy Cherry, Head of Strategy & Investor Relations +971 (0)50 667 0184 Joint Corporate Brokers and Joint Bookrunners: J.P. Morgan Cazenove +44 (0)20 7742 4000 James Mitford Charles Pretzlik Alex Bruce HSBC +44 (0)20 7991 8888 Stuart Dickson Richard Fagan Rahul Khanna Media: FTI Consulting, London Matthew Cole +44 (0)20 3727 1101 FTI Consulting, Gulf Shane Dolan +971 (0)4 437 2100 Investor and analyst call A conference call for investors and analysts will be held today, 14 December 2016, at 09:30 (London time). About NMC The Group is the leading private sector healthcare operator in the United Arab Emirates, with a nation-wide network of hospitals and operations in the country since 1975. The Group currently operates or manages eight hospitals, two day-care patient centres, nine medical centres and fifteen pharmacies. In addition, the Group owns and operates Clinica Eugin in Barcelona, Spain - one of the leading fertility treatment centres globally. NMC also owns 51 per cent. shareholding in Fakih IVF Group, the Middle East market leader for in-vitro fertilisation (”IVF”) services. Moreover, NMC also owns and operates Americare Group, the leading home care provider in the UAE as well as ProVita, the pioneering provider of long- term medical care, also in the UAE. The enlarged company received almost 3.2 million patients in 2015. The Group is also a leading UAE supplier of products and consumables across several key market segments, with the major contribution coming from healthcare related products.
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