NMC Health plc

  • Offering of USD 450 million senior unsecured guaranteed bonds convertible into ordinary shares of NMC Health plc to be issued by NMC Health (Jersey) Limited and guaranteed by NMC Health plc, NMC Healthcare LLC and certain other subsidiaries of NMC Health plc which guarantee NMC Healthcare LLC’s current USD 1 billion bridge facility put in place at the time of the recent USD 2 billion capital structure refinancing at the beginning of 2018

  • The convertible bonds will be marketed with a fixed coupon of 1.875% and an initial exchange price set at a 50 - 60% premium to the reference share price

Dubai: NMC Health plc (LSE:NMC), the leading United Arab Emirates private healthcare operator with international services across 13 countries, announces the launch of an offering of senior, unsecured, guaranteed convertible bonds due 2025 (the “Bonds”) with a principal amount of USD 450 million, convertible into ordinary shares (the “Shares”) of NMC Health plc (the “Company”). The Bonds will be issued by NMC Health (Jersey) Limited (the “Issuer”). The Company and NMC Healthcare LLC shall, and the Company shall procure that certain other subsidiaries of the Company which guarantee NMC Healthcare LLC’s USD 2 billion debt facility (together, the “Guarantors”) shall, jointly and severally guarantee on a senior unsecured basis the full and punctual payment of all of the sums payable under the Bonds (the “Guarantees”).

The Company obtained its first public ratings of BB+ (Outlook Stable) by S&P on 20 April 2018 and Ba1 by Moody’s (Outlook Stable) on 22 April 2018. The Bonds are not expected to be rated.

Delivery of the Shares on conversion will be made by the Company.

If any Guarantee has not been executed and opinions in relation to the relevant Guarantor provided to the satisfaction of the Trustee within 90 calendar days following the closing of the offering, the Issuer shall give a notice to the Bondholders within 5 London business days and Bondholders may require the Issuer to redeem such Bond(s) in cash at the greater of (i) 102% of the principal amount of the Bonds, together with accrued interest, and (ii) 102% of the fair value of the Bonds, together with accrued interest.

The net proceeds of the offering will be used in totality to repay part of the current USD 1 billion bridge facility put in place at the time of the recent USD 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. These Bonds are part of that process. J.P. Morgan is part of the bridge facility partially repaid by the net proceeds of the Bonds.

The Bonds will have a principal amount of USD 200,000 and will be issued at 100% of their principal amount and, unless previously redeemed, converted or purchased and cancelled, will be redeemed at par on the 7th 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 22 May 2023 if the value of the Shares underlying a Bond in the principal amount of USD 200,000 (during a specified period of time) exceeds USD 300,000 or if less than 15% in principal amount of the Bonds originally issued remain outstanding. Bondholders will have the option to require the Issuer to redeem their Bonds on 2 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%, payable semi-annually in arrear and an expected initial exchange price at a premium of 50 - 60% 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 USD at the prevailing USD:GBP 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 30 April 2018 (the "Closing Date").

It is intended that application will be made for the Bonds to be listed on the Open Market (Freiverkehr) 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.

Contacts

Media

FTI Consulting, London

Brett Pollard

+44 (0)20 3727 1100

FTI Consulting, Gulf

Shane Dolan

+971 (0)4 437 2100

© Press Release 2018