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Jun 10 2013

Al Noor Hospitals Group Plc Publication of pathfinder prospectus and offer price range

Al Noor - Dr Kassem Alom - CEO & Founder
Al Noor - Dr Kassem Alom - CEO & Founder

London & Abu Dhabi, 10June2013: Al Noor Hospitals Group Plc[1] (the "Company" or " Al Noor "), the largest integrated private healthcare service provider in Abu Dhabi, today published itspathfinderprospectus and has set the indicative price range for its intended Initial Public Offering ("IPO")and admission of its shares to trading and official listing on the London Stock Exchange.

  • The indicative price range has been set at £5.25 to £7.25 per share
  • The IPO will comprise an issue of new shares by the Company and a partial sale of existing shares held by the Company's current shareholders
  • Al Noor is expected to have a post-money market capitalisation of approximately U.S.$950m(sterling equivalent) to U.S.$1,260m(sterling equivalent)and an offering size of approximately U.S.$320m(sterling equivalent) to U.S.$390m(sterling equivalent) (excluding exercise of the over-allotment option)
  • The Company intends to raise gross proceeds of approximately US$150m (sterling equivalent), primarily to finance future growth through acquisitions. The Company has identified as potential acquisitions a speciality centre and a group of medical centres for an aggregate consideration of approximately U.S.$50m, to support the Group's continued growth within the Emirate of Abu Dhabi and support the Group's entry into other key Emirates
  • The Selling Shareholders are Astro II SPV, an affiliate of Ithmar Capital, Dr Kassem Alom and Sheikh Mohammed Bin Butti.Dr Kassem Alom intends to retain a stake of at least 10% of the enlarged share capital post IPO
  • Al Noor is expected to have a free float of c.31-34% at IPOresulting from the sale of primary and secondary shares (excluding exercise of the over-allotment option)
  • An over-allotment option of up to 15% of thenumber of shares comprised in the IPOwill be granted by the Selling Shareholders
  • The Company, the Selling Shareholders willeach enter into lock ups of 365 days
  • The IPO will be offered to institutional investors in qualifying geographies (in the UK and elsewhere outside the United States under Regulation S and to QIBs in the United States in reliance on Rule 144A).
  • Deutsche Bank AG, London Branch, and Goldman Sachs International are acting as Joint Sponsors and Joint Global Co-ordinators and with HSBC Bank plc are acting as Joint Bookrunners in relation to the Offer. Rothschild is acting as financial adviser to the Company.

Ian Tyler, Non-Executive Chairman, Al Noor Hospitals Group Plc said:
"An IPO and public listing is a logical next step in Al Noor 's development. The Company has a strong reputation for excellence, a solid financial track record, experienced management team and exciting growth opportunities. Our price range reflects all of these fundamentals and we look forward to welcoming interest from international institutional investors."

Dr. Kassem Alom, Chief Executive Officer, Al Noor Hospitals Group Plc said:
"The healthcare market is one of the fastest growing sectors in the UAE due to the rapidly increasing and aging population, the rise in lifestyle-related medical conditions, healthcare service gaps and growth in the privately insured population. This, together, with our clearly defined organic and acquisition growth strategy, positions us well to deliver long term shareholder value."

Sheikh MansoorBin Butti Al Hamed, Non-Executive Director, Al Noor Hospitals Group Plc said:
"The business is well positioned to benefit from the many opportunities presented by the fast growing and consolidating healthcare sector in the UAE and wider GCC. I look forward to being able to continue supporting the business as both a board member and committed shareholder, and delivering the vision my father Sheikh Mohammed had for the business since its inception."

Faisal Juma Belhoul, Founder and Executive Vice Chairman of Ithmar Capitaland Non-Executive Director, Al Noor Hospitals Group Plc said:
"Ithmar has played an instrumental role in the development of Al Noor 's business in recent years, complementing its solid foundations. That included the appointment of a strong management team experienced and able to drive the business forward.We will remain a significant shareholder and continue to extend our full support to Al Noor throughout the next phase of its growth."

-Ends-

Al Noor Hospitals Group
Al Noor is the largest integrated private healthcare service provider in the Emirate of Abu Dhabi based on the number of patients treated, number of beds and number of physicians as stated in the Health Authority of Abu Dhabi's ('HAAD') latest report.The Company provides primary, secondary and tertiary care through three hospitals and nine medical centres. The provision of care is at international standards, with a particular focus on clinical excellence and patient safety. Al Noor was the first private hospital in Abu Dhabi City to obtain Joint Commission International ("JCI") accreditation, and today all of its hospitals are accredited.

Al Noor operates in one of the fastest growing industries in the UAE due to: population growth and a rapidly ageing demographic; an increasing incidence of lifestyle-related medical conditions such as diabetes and obesity; service gaps in the current healthcare market; and growth in the privately insured population in the UAE.

Al Noor has the largest market sharein Abu Dhabi among private healthcare service providers for both outpatients (1,454,755 patients /35% market share) and inpatients (32,399 patients /39% market share), more than double the share of its next private competitor (not greater than 16% in either category for 2011)(Source: HAAD Report 2011). Al Noor had 227operational beds and 461physicians as of 31 March 2013, more than any other private competitor in the Emirate of Abu Dhabi.

The Company has a strong track record of delivering organic growth, greenfield projects, expansion of its medical centre network and introduction of new services since its establishment in 1985. Outpatient and inpatient volume growth in each of 2010, 2011 and 2012 has seen a compound annual growth of 8.6% and 15%, respectively.

During the fiscal years ended 31 December 2010, 2011 and 2012, the Company generated revenue of U.S.$241.4m, U.S.$292.9m and U.S.$324.4m, respectively, and net profits of U.S.$38.2m, U.S.$50.8m and U.S.$60.5m, respectively.

In January 2013, Al Noor embarked on an updated strategic plan including continuing to; lead the market in terms of medical quality, improve clinical and administrative operational efficiencies; grow within existing hospitals by aligning with HAAD-identified gaps; grow its network of outpatient medical centres, pursue expansion opportunities in Abu Dhabi; and, pursue inorganic growth opportunities to expand into new geographic markets and into new service lines.

Forward-looking statements
This announcement may include certain forward-looking statements, beliefs or opinions, including statements with respect to the Company's business, financial condition and results of operations. These statements, which contain the words "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, reflect the Directors' beliefs and expectations and involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. No representation is made that any of these statements or forecasts will come to pass or that any forecast results will be achieved. There are a number of risks, uncertainties and factors that could cause actual results and developments to differ materially from those expressed or implied by these statements and forecasts. Past performance of the Company cannot be relied on as a guide to future performance. Forward-looking statements speak only as at the date of this announcement and the Company and each of the Joint Bookrunners expressly disclaim any obligations or undertaking to release any update of, or revisions to, any forward-looking statements in this announcement. No statement in this announcement is intended to be a profit forecast. As a result, you are cautioned not to place any undue reliance on such forward-looking statements.

Disclaimer
The content of this announcement hasbeen prepared by and is the sole responsibilityof the Company.

The information contained in this announcement is for background purposes only and does notpurport to be full or complete. No reliance may be placed for any purpose on the informationcontained in this announcement or its accuracy or completeness.

This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of information in the Prospectus to be published in connection with Admission

This announcement is not for publication or distribution, directly or indirectly, in or into the UnitedStates. The distribution of this announcement may be restricted by law in certain jurisdictions andpersons into whose possession any document or other information referred to herein comesshould inform themselves about and observe any such restriction. Any failure to comply withthese restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia). This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada, Japan or any other jurisdiction where such offer or sale would be unlawful. The Shares have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act").The Shares may not be offered or sold in the United States, except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States.

This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended from time to time (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order or (iv) certified high net worth individuals and certified and self-certified sophisticated investors as described in Articles 48, 50, and 50A respectively of the Order or (v) persons to whom this communication may otherwise be lawfully communicated (all such persons together being referred to as relevant persons). Any investment activity to which this communication relates will only be available to, and will only be engaged in with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

This communication is distributed in any member state of the European Economic Area which applies the Prospectus Directive (this Directive together with any implementing measures in any member state, the "Prospectus Directive") only to those persons who are qualified investors for the purposes of the Prospectus Directive in such member state, and such other persons as this document may be addressed on legal grounds, and no person that is not a relevant person or qualified investor may act or rely on this document or any of its contents.The expression "Prospectus Directive" means Directive 2003/71/EC (and any amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State, and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

Any purchase of Shares in the Offer should be made solely on the basisof the information contained in the final Prospectus to be issued by the Company in connectionwith Admission. No reliance mayor should be placed by any person for any purposeswhatsoever on the information contained in this announcement or on its completeness, accuracyor fairness. The information in this announcement is subject to change.

This announcement does not constitute a recommendation concerning the Offer. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. Information in this announcement or any of the documents relating to the Offer cannot be relied upon as a guide to future performance. Potential investors should consult a professional advisor as to the suitability of the Offer for the person concerned.

Each of the Joint Bookrunners and Rothschild, each of which is authorised by the Prudential Regulatory Authority and regulated in the UK by the Prudential Regulatory Authority and the Financial Conduct Authority, are acting exclusively for the Company and no one else in connection with the Offer and will not regard any other person as its client in relation to the Offer and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for giving advice in relation to the Offer or the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Offer, any of the Joint Bookrunners, Rothschild or any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Shares and other securities of the Company or related investments in connection with the Offer or otherwise. Accordingly, references in the Prospectus, once published, to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Joint Bookrunners, Rothschild or any of their respective affiliates acting as investors for their own accounts. The Joint Bookrunners, Rothschild or any of their respective affiliates do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

None of the Joint Bookrunners, Rothschild or any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

In connection with the Offer, a stabilising manager, or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Shares or effect other transactions with a view to supporting the market price of the Shares at a higher level than that which might otherwise prevail in the open market. The stabilising manager will not be required to enter into such transactions and such transactions may be effected on any stock, market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the commencement of conditional dealings of the Shares on the London Stock Exchange and ending no later than 30 calendar days thereafter. However, there will be no obligation on the stabilising manager or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilising measures, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Shares above the offer price. Save as required by law or regulation, neither the stabilising manager nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Offer.

Certain figures contained in this document, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly with the total figure given.

[1]The Company is currently incorporated as Al Noor Hospitals Plc and expects to be renamed Al Noor Hospitals Group Plc on or around the date of the final prospectus publication.

Enquiries:

Al Noor Hospitals Group plc
Dr Sami Alom
+971 2 406 6992

Deutsche Bank
Christopher Laing / Nicolas Skaff
+44 20 7545 8000

Goldman Sachs International
Richard Cormack / Jennie Holloway
+44 20 7774 1000

HSBC
Stuart Dickson / Nick Uzel
+44 20 7991 8888

Rothschild
Adam Young
+44 20 7280 5000

Brunswick Group
Jon Coles / Craig Breheny
+44 20 7404 5959

Rupert Young / JeehanBalfaqaih
+971 4 446 6270

© Press Release 2013


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