NMC Health Launch US$450 Million Bond Offering

NMC Health plc, the leading UAE private healthcare operator, has announced the launch of an offering of senior, unsecured, guaranteed convertible bonds due 2025 with a principal amount of US$ 450 million, convertible into ordinary shares of NMC Health plc.

The company is listed on the London Stock Exchange under the symbol NMC.L and is a constituent of the FTSE 100 Index.

The Bonds will be issued by NMC Health (Jersey) Limited.

The net proceeds of the offering will be used in totality to repay part of the current US$ 1 billion bridge facility put in place at the time of the recent US$ 2 billion capital structure refinancing at the beginning of 2018.

NMC Health plc is in the process of putting in place a new permanent capital structure comprised of a mixture of unsecured bank and bond financing that provides the required funding to achieve its growth strategy, as well as align it to those consistent with a FTSE 100 company.

The Bonds will have a principal amount of US$ 200,000 and will be issued at 100 per cent of their principal amount and, unless previously redeemed, converted or purchased and cancelled, will be redeemed at par on the seventh anniversary of the issue of the Bonds in 2025.

The Issuer may redeem all, but not some only of the Bonds at their principal amount plus accrued interest at any time on or after 22nd May 2023 if the value of the Shares underlying a Bond in the principal amount of US$ 200,000 (during a specified period of time) exceeds US$ 300,000 or if less than 15 per cent in principal amount of the Bonds originally issued remain outstanding. Bondholders will have the option to require the Issuer to redeem their Bonds on 2nd May 2023, at the principal amount together with accrued interest.

The Bonds will be convertible into Shares of the Company.

The Bonds will be marketed with a fixed coupon of 1.875 per cent, payable semi-annually in arrears and an expected initial exchange price at a premium of 50 – 60 per cent to the Reference Share Price, being the volume weighted average price of a Share on the London Stock Exchange between launch and pricing, converted to US Dollars at the prevailing US Dollar:

UK Pounds spot rate at the time of pricing.

The exchange price will be subject to customary adjustment events, pursuant to the terms and conditions of the Bonds.

Settlement and delivery of the Bonds is expected to take place on 30th April 2018.

It is intended that application will be made for the Bonds to be listed on the Open Market of the Frankfurt Stock Exchange after the Closing Date but prior to the first interest payment date.

J.P. Morgan Cazenove is acting as Sole Bookrunner. NMC Health plc is the leading United Arab Emirates private healthcare operator with an international network of hospitals.

The Group currently operates or manages over 125 assets across 13 countries and reported revenues of US$ 1.6 billion for the year ended 31st December 2017.