TIDMNMC
RNS Number : 4626F
DICO Investment Co LLC
09 March 2020
FORM 8.3
PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY
A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1%
OR MORE
Rule 8.3 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser: DICO Investments & Properties Company Limited (through
its subsidiaries Samarra Company Limited
and Omega World Company Limited)
DICO Investment Co LLC
(b) Owner or controller of interests and short positions Samarra Company Limited and Omega World Company Limited
disclosed, if different from 1(a): are subsidiaries of DICO Investments
The naming of nominee or vehicle companies is & Properties Company Limited
insufficient. For a trust, the trustee(s),
settlor and beneficiaries must be named.
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(c) Name of offeror/offeree in relation to whose relevant NMC Health plc
securities this form relates:
Use a separate form for each offeror/offeree
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(d) If an exempt fund manager connected with an N/A
offeror/offeree, state this and specify identity
of offeror/offeree:
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(e) Date position held/dealing undertaken: 26/02/2020
For an opening position disclosure, state the latest
practicable date prior to the disclosure
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(f) In addition to the company in 1(c) above, is the NO
discloser making disclosures in respect
of any other party to the offer?
If it is a cash offer or possible cash offer, state "N/A"
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2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE
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(c), 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:
Interests Short positions
------------------- ------------------
Number % Number %
----------- ------------- ---
(1) Relevant securities owned and/or controlled: 10,529,686 5.05%
----------- ------ ------------- ---
(2) Cash-settled derivatives:
----------- ------ ------------- ---
(3) Stock-settled derivatives (including options) and agreements to
purchase/sell: 3,651,144 1.75%
----------- ------ ------------- ---
TOTAL: 14,180,830 6.79%
----------- ------ ------------- ---
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: N/A
Details, including nature of the rights concerned and relevant percentages: N/A
----
3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE
Where there have been dealings in more than one class of
relevant securities of the offeror or offeree named in 1(c), 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 security Purchase/sale Number of securities Price per unit
(b) Cash-settled derivative transactions
Class of relevant Product description Nature of dealing Number of reference Price per unit
security e.g. CFD e.g. opening/closing a securities
long/short position,
increasing/reducing a
long/short position
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
Class of Product Writing, Number of Exercise Type Expiry date Option money
relevant description purchasing, securities price per e.g. paid/
security e.g. call selling, to which unit American, received per
option varying etc. option European unit
relates etc.
(ii) Exercise
Class of relevant Product description Exercising/ exercised Number of securities Exercise price per
security e.g. call option against unit
Ordinary shares Accumulator contract Accumulator contract 13,186 6.833
---------------------- ---------------------- --------------------- ----------------------
Decrease in the
maximum exposure
174,888 due to knock
out of accumulator
(see supplement form
8 item 3 decrease in
maximum exposure
Accumulator contract between Feb 25 and
Ordinary shares - Credit Agricole Feb 26) -174,888 6.833
---------------------- ---------------------- --------------------- ----------------------
(d) Other dealings (including subscribing for new securities)
Class of relevant security Nature of dealing Details Price per unit (if applicable)
e.g. subscription, conversion
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 person 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"
N/A
(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the person
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"
N/A
(c) Attachments
Is a Supplemental Form 8 (Open Positions) attached? YES
Date of disclosure: 9 March 2020
Contact name: Melissa Cotta
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Telephone number*: +971 4 373 2154
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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.
*If the discloser is a natural person, a telephone number does
not need to be included, provided contact information has been
provided to the Panel's Market Surveillance Unit.
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
Full name of person making disclosure: DICO Investments & Properties Company Limited (through
its subsidiaries Samarra Company Limited
and Omega World Company Limited)
DICO Investment Co LLC
Name of offeror/offeree in relation to whose relevant NMC Health plc
securities the disclosure relates:
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2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)
Class of Product Written or Number of Exercise price Type Expiry date
relevant description purchased securities to per unit e.g. American,
security e.g. call which option European etc.
option or derivative
relates
Ordinary Accumulator Purchase See 6.6411 N/A 12-02-2021
Supplemental
Form 8
--------------- ---------------- --------------- ---------------- ---------------- ------------
Ordinary Accumulator Purchase See Supplement 7.033 N/A 22-02-2021
Form 8
--------------- ---------------- --------------- ---------------- ---------------- ------------
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:
Accumulator contract through Goldman Sachs
Purchase of NMC Health PLC (ticker : LON :NMC)
Trade Date : 12 February 2020 , Expiry Date : 12(th) February
2021
Strike Price : GBP 6.6411 , Knock out Price : GBP 9.4567
Maximum Exposure : 2,086,504 shares
Minimum Guaranteed shares : 206,682 shares (received)
Accumulator contract through Bank J Safra Sarasin
Purchase of NMC Health PLC (ticker : LON :NMC)
Trade Date : 20 February 2020 , Expiry Date : 22nd February
2021
Strike Price: GBP 7.033 , Knock out Price : GBP 9.3944
Maximum Exposure : 1,564,640 shares
Minimum Guaranteed shares : 117,040 shares
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 .
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END
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