Form 8 (OPD) Al Noor Hospitals Group PLC

RNS Number : 2517D

Al Noor Hospitals Group PLC

23 October 2015

 

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

1.         KEY INFORMATION

(a) Full name of discloser:	Al Noor Hospitals Group plc
(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.
(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
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:      The latest practicable date prior to the disclosure	22 October 2015
(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"	NO If YES, specify which:

2.         POSITIONS OF THE PARTY TO THE OFFER 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

Class of relevant security:
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	0		0
(2) Cash-settled derivatives:	0		0
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	0		0
TOTAL:	0		0

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

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

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

Al Noor Hospitals Group plc's directors have the following interests in the ordinary shares of Al Noor Hospitals Group plc: Director Number of shares Description of interest Kassem Alom 7,055,946 Held by Makasar Investments Ltd with Kassem Alom as beneficial owner Ronald Lavater 97,398 2015 grant of LTIP (originally due to vest on 28 April 2018) 20,978 2014 grant of LTIP (originally due to vest on 31 December 2016) 1,231 2014 grant of DABP (50% originally due to vest on 29 April 2016, and 50% originally due to vest in 30 April 2017) Ian Tyler 0 Entitled to shares with an aggregate value of £50,000 at £5.75 per share (being the IPO price) on the third anniversary of appointment to the board of directors subject to certain conditions.  Seamus Keating NIL NIL Ahmad Nimer NIL NIL William J Ward NIL NIL William S Ward NIL NIL Mubarak Matar Al Hamir NIL NIL Sheikh Mansoor Bin Butti Al Hamed NIL NIL Sheikh Mohammed Bin Butti Al Hamed 33,018,320 Held by Sapor Business Corp with Sheikh Mohammed Bin Butti al Hamed as beneficiary 4,836,000 Held by Emirates NBD Bank PJSC as trustee on behalf of Amanat Holdings PJSC. Sheikh Mohammed Bin Butti Al Hamed owns 125 million shares in Amanat Holdings PJSC (5% of Amanat's issued share capital) Al Noor Hospitals Group plc's concert parties have the following interests in the ordinary shares of Al Noor Hospitals Group plc: Name Number of shares Description of interest Georges Feghali 17,624 2015 grant of LTIP (originally due to vest on 28 April 2018) David Hoidal 19,479 2015 grant of LTIP (originally due to vest on 28 April 2018) Elhadi Hassan 4,194 2013 grant of LTIP (50% due to vest on 31 December 2015 subject to performance and 50% due to vest on 31 December 2015) Sami Alom 85,030 2013 grant of LTIP (50% due to vest 31 Dec 2015 subject to performance and 50% due to vest on 31 Dec) 8,797 2014 grant of LTIP (originally due to vest on 31 December 2016) 1,014 2014 grant of DABP (50% originally due to vest on 29 April 2016 and 50% originally due to vest on 30 April 2017) 11,464 2015 grant of LTIP (originally due to vest on 28 April 2018) Sara Alom 4,194 2013 grant of LTIP (50% due to vest on 31 December 2015 subject to performance and 50% due to vest on 31 December 2015) Ali Alom 0 Due to receive cash equivalent of 2,267 shares under 2013 grant of LTIP (50% due to vest on 31 December 2015 subject to performance and 50% due to vest on 31 December 2015). The connected advisers of Al Noor Hospitals Group plc, N M Rothschild & Sons Limited (Lead Financial Adviser and Co-Sponsor), Goldman Sachs International (Co-Financial Adviser and Joint Broker) and Jefferies International Limited (Co-Sponsor and Joint Broker), are exempt principal traders and make disclosures as required by the Code.

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).

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 making the disclosure or any person acting in concert with it: 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 making the disclosure, or any person acting in concert with it, 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)	NO
Supplemental Form 8 (SBL)	NO

Date of disclosure:	23 October 2015
Contact name:	Victoria Dalby / Nicola Lambourne (Capita Asset Services)
Telephone number:	[phone] / [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 disclosure requirements on [phone].

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

 

END

 

 

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