Form 8 (DD) - Al Noor Hospitals Group plc

Form 8 (DD) - Al Noor Hospitals Group plc

Amanat

FORM 8 (DD)

PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN

CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY

INVESTMENT CLIENTS)

Rules 8.1, 8.2 and 8.4 of the Takeover Code (the “Code”)

1. KEY INFORMATION

(a) Full name of discloser:	Â	Amanat Holdings PJSC (“Amanat”) and Astro-Q
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named.		Â
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree		Al Noor Hospitals Group plc (“Al Noor”).
(d) Status of person making the disclosure: e.g. offeror, offeree, person acting in concert with the offeror/offeree (specify name of offeror/offeree)		Amanat and Astro-Q have cross-directorships. Sheikh Bin Butti Al Hamed, a 28% shareholder in Al Noor, has a son on the board of Amanat and owns 5% of Amanat’s issued share capital.
(e) Date dealing undertaken:		19 November 2015 (in addition, Amanat and Astro-Q have dealt on previous dates during the offer period as attached at the end of this form).
(f) In addition to the company in 1(c) above, is the 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”		N/A

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

Class of relevant security:	Â	10p Ordinary Shares
Â		Interests			Â	Short positions
		Number	Â	%		Number	Â	%
(1) Relevant securities owned and/or controlled:		1,975,581 (Amanat)		1.69		Â		Â
		197,993 (Astro-Q)		0.169		Â		Â
(2) Cash-settled derivatives:		Â		Â		Â		Â
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:		Â		Â		Â		Â
TOTAL:		2,173,574		1.859		Â		Â

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).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b) Rights to subscribe for new securities (including directors’ and other employee options)

Class of relevant security in relation to which subscription right exists:	None
Details, including nature of the rights concerned and relevant percentages:	Â

3. DEALINGS 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

(i) Party to an offer or person acting in concert (except for a principal trader in the same group as a connected adviser)

Class of relevant security	Â	Purchase/sale	Â	Number of securities	Â	Price per unit
10p Ordinary		Sale by Amanat		57,900		11.6085
10p Ordinary		Sale by Astro-Q		5,507		11.6085

(ii) Principal trader where the sole reason for the connection is that the principal trader is in the same group as a connected adviser

Class of relevant security	Purchases/ sales	Total number of securities	Highest price per unit paid/received	Lowest price per unit paid/received
N/A	N/A	N/A	N/A	N/A

(b) Cash-settled derivative transactions

Class of relevant security	Product description e.g. CFD	Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position	Number of reference securities	Price per unit
N/A	N/A	N/A	N/A	N/A

(c) Stock-settled derivative transactions (including options)

(i) Writing, selling, purchasing or varying

Class of relevant security	Product description e.g. call option	Writing, purchasing, selling, varying etc.	Number of securities to which option relates	Exercise price per unit	Type e.g. American, European etc.	Expiry date	Option money paid/ received per unit
N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A

(ii) Exercise

Class of relevant security	Product description e.g. call option	Exercising/ exercised against	Number of securities	Exercise price per unit
N/A	N/A	N/A	N/A	N/A

(d) Other dealings (including subscribing for new securities)

Class of relevant security	Nature of dealing e.g. subscription, conversion	Details	Price per unit (if applicable)
N/A	N/A	N/A	N/A

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 party to the offer or person acting in concert making the disclosure and any other person: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state “none”

None

(b) Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer or person acting in concert 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”

None

(c) Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	Â	NO
Supplemental Form 8 (SBL)		NO

Date of disclosure:	Â	20 November 2015
Contact name:		Ranjit Bhonsle
Telephone number:		[phone]

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at [e-mail]. The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s dealing disclosure requirements on [phone].

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

Previous Dealings by Amanat

Class of relevant security	Â	Date	Â	Purchase/sale	Â	Number of securities	Â	Price per unit
10p Ordinary		16 October 2015		Sale		76626 203939		11.7378 11.7530
10p Ordinary		19 October 2015		Sale		200000 264728 50000 116666		11.6297 11.6775 11.6150 11.7850
10p Ordinary		20 October 2015		Sale		224174 85000		11.8375 11.9147
10p Ordinary		21 October 2015		Sale		10568 200000		11.8049 11.7805
10p Ordinary		2 November 2015		Sale		71037 52215 9132		11.7478 11.7414 11.7500
10p Ordinary		4 November 2015		Sale		14215		11.7500
10p Ordinary		5 November 2015		Sale		1591		11.7500
10p Ordinary		6 November 2015		Sale		46091 45658 95882		11.7503 11.7500 11.7512
10p Ordinary		9 November 2015		Sale		93599		11.7500
10p Ordinary		10 November 2015		Sale		1071		11.7300
10p Ordinary		12 November 2015		Sale		93615 52050		11.6000 11.6000
10p Ordinary		13 November 2015		Sale		3163 44831		11.6000 11.5814
10p Ordinary		16 November 2015		Sale		67930 50224		11.6008 11.6000
10p Ordinary		17 November 2015		Sale		365262 182631		11.6125 11.6063
10p Ordinary		18 November 2015		Sale		62895 17726		11.6500 11.6456

Previous Dealings by Astro-Q

Class of relevant security	Â	Date	Â	Purchase/sale	Â	Number of securities	Â	Price per unit
10p Ordinary		21 October 2015		Sale		108050		11.8108
10p Ordinary		2 November 2015		Sale		24756 4966 868		11.7478 11.7414 11.7500
10p Ordinary		4 November 2015		Sale		1176 176		11.7500 11.7500
10p Ordinary		5 November 2015		Sale		151		11.7500
10p Ordinary		6 November 2015		Sale		4383 4342 9118		11.7502 11.7500 11.7512
10p Ordinary		9 November 2015		Sale		8901		11.7500
10p Ordinary		10 November 2015		Sale		102		11.7300
10p Ordinary		12 November 2015		Sale		8903 4950		11.6000 11.6000
10p Ordinary		13 November 2015		Sale		301 4264		11.6000 11.5814
10p Ordinary		16 November 2015		Sale		6460 4776		11.6008 11.6000
10p Ordinary		17 November 2015		Sale		34738 17369		11.6125 11.6063
10p Ordinary		18 November 2015		Sale		1686 5982		11.6456 11.6500

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