Pre-Annual General Meeting Information • Aug 7, 2015
Pre-Annual General Meeting Information
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THIS DOCUMENT AND ANY ACCOMPANYING DOCUMENTS ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek immediately your own personal financial advice from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser, who is authorised under the Financial Services and Markets Act 2000 if you are in the UK or, if not, from another appropriately authorised independent financial adviser.
If you have sold or otherwise transferred all of your Shares, please send this document, together with the accompanying Form of Proxy, at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Incorporated in England and Wales under the Companies Act 2006 with registered number 08338604
and
Notice of General Meeting
This document should be read as a whole. Your attention is drawn to the letter from the Chairman of Al Noor Hospitals Group PLC which is set out on pages 3 to 6 of this document and which recommends you to vote in favour of the Resolution to be proposed at the General Meeting referred to below.
Notice of a General Meeting of Al Noor Hospitals Group PLC to be held at Linklaters LLP, One Silk Street, London EC2Y 8HQ (the "Principal Meeting Place") at 10.00 a.m. on 24 August 2015, with an audio-visual link to a satellite meeting at Linklaters LLP, Ninth Floor, Currency House, Dubai International Financial Centre, PO Box 506516, Dubai, United Arab Emirates (the "Satellite Meeting Place") commencing at 1.00 p.m. (UAE time), is set out on pages 14 to 16 of this document. A Form of Proxy for use at the General Meeting is enclosed and, to be valid, should be completed, signed and returned so as to be received by the Company's registrars, Capita of 34 Beckenham Road, Beckenham, Kent BR3 4TU, as soon as possible but, in any event, so as to arrive no later than 10.00 a.m. on 22 August 2015. Completion and return of a Form of Proxy will not prevent members from attending and voting in person should they wish to do so.
The Transaction is conditional on the approval of Shareholders at the General Meeting.
A summary of the action to be taken by Shareholders is set out on page 6 of this document and in the notice of General Meeting.
Jefferies International Limited, which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively for Al Noor Hospitals Group PLC and no-one else in connection with the Transaction and will not be responsible to any other person other than Al Noor Hospitals Group PLC for providing the protections afforded to clients of Jefferies International Limited nor for providing advice in relation to the contents of this document or the Transaction.
| Page | ||
|---|---|---|
| Part I: | Letter from the Chairman of Al Noor Hospitals Group PLC | 3 |
| Part II: | Summary of the Transaction Agreements | 7 |
| Part III: | Additional information | 10 |
| Definitions | 12 | |
| Notice of General Meeting | 14 |
| All times shown in this document are London times unless otherwise stated | |
|---|---|
| Latest time and date for receipt of Forms of Proxy | 10.00 a.m. 22 August 2015 |
| General Meeting | 24 August 2015 |
| Expected date of entry into the Transaction | 24 August 2015 |
PART I
(Incorporated in England and Wales under the Companies Act 2006 with registered number 08338604)
Al Noor Hospitals Group PLC 1st Floor 40 Dukes Place London EC3A 7NH
7 August 2015
To Shareholders
Dear Shareholder
Consistent with its strategy to expand hospital operations in the UAE through the expansion of Al Ain Hospital, Khalifa Street Hospital and Airport Road Hospital, Al Noor has agreed to lease additional premises from Al Saqr, conditional on Shareholders' approval.
Al Saqr is the dedicated real estate development company of (and a wholly-owned subsidiary of) United Al Saqr Group LLC ("United Al Saqr Group"). Sheikh Mohammed Bin Butti Al Hamed ("SMBB"), a principal shareholder of Al Noor with a shareholding of approximately 28.25 per cent. of the issued share capital of the Company, has a controlling interest in the shares of United Al Saqr Group.
Given the relationship between Al Saqr or United Al Saqr Group and SMBB, the Transaction is a related party transaction for the purposes of the Listing Rules. As such, the Transaction is conditional on Shareholder approval, which will be sought at a General Meeting convened for 24 August 2015.
The purpose of this Circular is to: (i) explain the background to and reasons for the Transaction; (ii) explain why the Board considers the Transaction to be fair and reasonable so far as the Shareholders are concerned and to be in the best interests of the Company and its Shareholders as a whole; and (iii) recommend that you vote in favour of the Resolution to be proposed at the General Meeting.
SMBB has a controlling interest in the shares of United Al Saqr Group. United Al Saqr Group owns and manages a diverse yet complementary portfolio of six UAE-based companies encompassing a number of key industry sectors, particularly the construction and automotive industries. Al Saqr is a wholly-owned subsidiary of the United Al Saqr Group and is the dedicated real estate development and leasing arm of the group. In addition to Al Saqr, the United Al Saqr Group includes Abu Dhabi Motors, Dalma Motors, Royal International Construction, Royal Joinery and United Al Saqr Heavy Equipment.
The relationship between the United Al Saqr Group and the Company is as follows:
The Company has also entered into existing leases with Al Saqr in 2012 in respect of its material operating properties, namely, Airport Road, Al Ain and Khalifa Street (as further described in "Section 4. Background to and reasons for the Transaction" below). As described in Part III (Additional Information – Material contracts) below, the Company has entered into the Relationship Agreement with its principal shareholders, including SMBB.
In accordance with the Listing Rules, SMBB and Sheikh Mansoor Bin Butti will not vote on the Resolution to be proposed at the General Meeting and have undertaken to take all reasonable steps to ensure that their associates will not vote on the Resolution.
The Transaction is in line with the Board's strategy of leveraging Al Noor's existing asset base to take advantage of the strength of the Abu Dhabi healthcare market, which remains one of the fastest growing sectors in the Gulf region due to a rapidly ageing demographic, an increasing incidence of lifestyle-related medical conditions such as diabetes and obesity, and service gaps in the current healthcare market.
The additional space to be secured under the Transaction will allow Al Noor to build on its position as the largest private healthcare service provider in the Abu Dhabi Emirate by increasing its capacity and service offering across all of its hospitals:
The Board believes that by investing to develop Al Noor's hospital capacity in Abu Dhabi, it will deliver superior returns for shareholders in the long term.
Al Noor's three existing hospitals, namely Al Ain Hospital, Khalifa Street Hospital and Airport Road Hospital, are responsible for generating the majority of the Company's revenue. All three hospitals' premises are currently leased from Al Saqr pursuant to existing lease agreements in place since 2012. These existing lease agreements are due to expire in 2036.
The table below summarises the key terms of the existing lease agreements for the Group's three hospitals in Airport Road, Al Ain and Khalifa Street.
| Facility | Size (sq. m) |
Expiry of Lease |
Landlord (1) | Rent (2) (U.S.\$ million) |
Renewal Provisions (applicable to all leases) |
Termination Provisions (applicable to all leases) |
|---|---|---|---|---|---|---|
| Airport Road Hospital |
21,585 | 2036 | Al Saqr | 4.4 | Intention to renew/not renew must be provided in writing by either party at |
Usage of premises different than agreed with landlord; |
| Al Ain Hospital |
6,802 | 2036 | Al Saqr | 1.6 | least one year before expiration or earlier if required by law; and |
Non-payment by Al Noor. |
| Khalifa Street Hospital |
15,613 | 2036 | Al Saqr | 2.6 | Tenant has the option to renew the lease for another term, subject to the parties agreeing the rent in good faith. |
In line with its strategy to expand hospital operations in the UAE through the expansion of Al Ain Hospital, Khalifa Street Hospital and Airport Road Hospital, Al Noor is proposing to lease additional premises in buildings which currently house Al Noor hospitals and in buildings (including a new building to be built by Al Saqr) adjacent to the existing hospital buildings, as described further below (the "Transaction"). The Transaction is consistent with the Company's previously announced corporate strategy.
The agreements relating to the Transaction will be entered into by Al Noor Medical Company – Al Noor Hospital – Al Noor Pharmacy and Al Noor Warehouse LLC, an operating subsidiary of Al Noor as the tenant, and Al Saqr as the landlord.
The proposed Lease Agreements are intended to secure additional space for Al Noor on a long-term basis to facilitate its stated corporate strategy to expand its existing operations.
Al Noor has entered into a framework agreement with Al Saqr dated on or around the date of this document (the "Framework Agreement"), which provides that, conditional upon the passing of the Resolution at the General Meeting, the parties will enter into the Khalifa Street Lease Amendment Agreement, the Jasmine Building Lease Amendment Agreement and the Agreement to Build and Lease.
Each Lease Agreement is a long-term lease, with a contract length of between 21 and 23 years, and an option for Al Noor to terminate by giving 12 months' notice (and no termination costs are payable). Al Noor has the option to renew each lease for another term by giving 12 months' notice prior to expiry of the term, subject to the parties negotiating the renewal and agreeing the rent in good faith.
Under the Khalifa Street Lease Amendment Agreement and the Jasmine Building Lease Amendment Agreement, rent for each property is fixed from commencement of the term of the lease until 2031, at which point rent will increase by 5 per cent. for each year from 2032 through 2036. Under the Airport Road Extension Lease Agreement, rent for each property is fixed from commencement of the term of the lease until 2034, at which point rent will increase by 5 per cent. in each year from 2035 through 2039. As detailed in Part II of this document, Al Noor also benefits from certain rent-free periods in respect of certain new premises in accordance with the terms of the relevant Lease Agreement.
The Lease Agreements and the Agreement to Build and Lease are conditional upon the Company obtaining the approval of Shareholders at the General Meeting. Al Noor expects to enter into:
A summary of the Lease Agreements and the Agreement to Build and Lease is set out in Part II of this document.
The Transaction is conditional upon Shareholders' approval being obtained at the General Meeting. Accordingly, you will find set out at the end of this document a notice convening a General Meeting to be held at Linklaters LLP, One Silk Street, London EC2Y 8HQ (the Principal Meeting Place) at 10.00 a.m. on 24 August 2015, with an audio-visual link to a satellite meeting at Linklaters LLP, Ninth Floor, Currency House, Dubai International Financial Centre, PO Box 506516, Dubai, United Arab Emirates (the Satellite Meeting Place) commencing at 1.00 p.m. (UAE time), at which the Resolution will be proposed to approve the Transaction.
You will find enclosed a Form of Proxy for use at the General Meeting. Whether or not you intend to be present at the General Meeting, you are requested to complete the Form of Proxy in accordance with the instructions printed on it and return it as soon as possible and in any case so as to be received by the Company's registrars, Capita of 34 Beckenham Road, Beckenham, Kent BR3 4TU, no later than 10.00 a.m. on 22 August 2015. The return of a Form of Proxy will not prevent you from attending the meeting and voting in person if you wish.
Your attention is drawn to the further information contained in Parts II to III of this document.
The Board, which has been so advised by Jefferies International Limited, considers the Transaction to be fair and reasonable so far as the Shareholders of the Company are concerned. In providing advice to the Board, Jefferies International Limited has taken into account the Board's commercial assessment of the Transaction.
In addition, the Board considers the Transaction to be in the best interests of the Company and Shareholders as a whole and recommends Shareholders to vote in favour of the Resolution.
Sheikh Mansoor Bin Butti and Ahmad Nimer, Non-Executive Directors of the Company, who are connected with Al Saqr by virtue of their roles as Chairman and CEO of United Al Saqr Group respectively, have not taken part in the Board's consideration of the Transaction or in the recommendation to vote in favour of the Resolution.
Yours faithfully
__________________
The following is a summary of the principal terms of the Transaction Agreements, comprising:
The Transaction Agreements and the Framework Agreement are available for inspection as described in Part III of this document.
Al Noor has entered into a framework agreement with Al Saqr dated on or around the date of this document (the "Framework Agreement"), which provides that, conditional upon the passing of the Resolution at the General Meeting, the parties will enter into the following agreements in connection with the Transaction:
As such, entry into these Lease Agreements and the Agreement to Build and Lease is conditional upon the passing of the Resolution at the General Meeting. Additionally, in the case of the Airport Road Extension Lease Agreement, entry into that lease (following its construction) is also conditional on the Agreement to Build and Lease not having been terminated in accordance with its terms.
The new properties to which the Transaction Agreements relate are:
(together, the "New Premises").
Al Noor is proposing to enter into the following agreements in respect of the New Premises with Al Saqr:
(together with the relevant existing lease agreements (as amended), the "Lease Agreements"). The Lease Agreements will be entered into by Al Noor Medical Company – Al Noor Hospital, Al Noor Pharmacy and Al Noor Warehouse LLC, an operating subsidiary of Al Noor.
Subject to the passing of the Resolution, Al Noor expects to enter into the Jasmine Building Lease Amendment Agreement, the Khalifa Street Lease Amendment Agreement and the Agreement to Build and Lease on or after the date on which Shareholders' approval at the General Meeting is obtained. In relation to the Airport Road Extension, Al Noor expects to enter into the Airport Road Extension Lease Agreement following completion of the construction of the Airport Road Extension by Al Saqr (currently planned for July 2017).
Under the proposed Lease Agreements for Al Ain Hospital and Khalifa Street Hospital, the existing terms as they relate to the existing premises remain unchanged, and these existing terms are extended to apply to the New Premises (subject to, in respect of the New Premises, changes to the rental amounts as agreed by the parties and certain agreed rent-free periods in relation to certain new premises).
The total rental payments in respect of the New Premises over the length of the Lease Agreements (if the right to terminate is not exercised) for the New Premises is U.S.\$274,300,723 (AED 1,006,683,654) to be paid over an average period of 22 years. This is equal to an annual yearly rental expense of U.S.\$12,477,832 (AED 45,793,645).
| New Premises (to be leased) |
Total proposed rent for the whole contract period (AED) |
Proposed rent per annum (AED) (2) |
Proposed tenure of contract (years) |
Expiry of Lease |
Landlord (1) | Rent-free period |
Termination provision (applicable to all leases) |
|---|---|---|---|---|---|---|---|
| Jasmine Building (3) |
61,886,034 | 2,750,490 | 22.5 | 31 December 2036 |
Al Saqr | 6 months | Al Noor has the option to |
| Khalifa 72 flats (3) |
227,594,886 | 9,684,889 | 23.5 | 31 December 2036 |
Al Saqr | From inception | terminate lease on 12 months' |
| Khalifa Mezzanine & Ground level (3) |
128,432,236 | 5,973,592 | 21.5 | 31 December 2036 |
Al Saqr | 6 months | notice (and no termination costs are payable) |
| Airport Road Extension (4) |
588,770,498 | 27,384,674 | 21.5 | 31 December 2039 |
Al Saqr | 12 months | |
| Total-AED | 1,006,683,654 | 45,793,645 | – | – | – | – | – |
| Total-U.S.\$ (at a foreign exchange rate of 3.67) |
274,300,723 | 12,477,832 | – | – | – | – | – |
The table below summarises the key terms of the Lease Agreements in respect of the New Premises:
Each Lease Agreement is a long-term lease. The term of each Lease Agreement is between 21 and 23 years with an average length of 22 years. See the table under "Section 3 – Key Terms" above for further details.
Al Noor has the option to renew the lease for another term by giving 12 months' notice to the landlord prior to expiry of the term, subject to the parties negotiating the renewal and agreeing the rent in good faith. The proposed Lease Agreements are governed by the laws of the Emirate of Abu Dhabi and the applicable federal laws of the United Arab Emirates.
Under each Lease Agreement, Al Noor has the option to terminate the lease by giving 12 months' prior notice (and no termination costs are payable) and Al Noor is entitled to a refund of the proportionate amount of rent paid in respect of the unused tenancy period (in respect of that year) after the termination date. Additionally, if the Ministry of Health or any other competent authority decides to cancel (or not to renew) the Company's commercial licence or not to allow the Company to conduct the permitted use of the premises under the relevant Lease Agreement for whatever reason, Al Noor has the right to terminate the lease with immediate effect.
Al Saqr has no right to terminate the Lease Agreement except in the event that Al Noor commits a material breach of the terms of the Lease Agreement and fails to remedy such breach within 90 days after receipt of written notice from Al Saqr (and Al Saqr does not exercise the option to remedy the breach itself).
Under the terms of the Airport Road Extension Lease Agreement, Al Noor is entitled to develop new building(s), annexed or separate to the existing building(s), as it deems necessary for its business activities, subject to obtaining the written approval of the landlord. The development of such new building(s), subject to agreement between the parties, may be undertaken by the landlord (in which case, the tenant will pay a fair amount equal to a percentage of the construction costs to the landlord) or by a third party contractor (in which case, no additional rent or amount will be paid by the tenant to the landlord).
Al Noor is proposing to enter into an agreement relating to the construction by Al Saqr of the Airport Road Extension and to subsequently lease that premises from Al Saqr (the "Agreement to Build and Lease"). The agreement will be entered into by Al Noor Medical Company – Al Noor Hospital, Al Noor Pharmacy and Al Noor Warehouse LLC, an operating subsidiary of Al Noor, as tenant and Al Saqr as landlord.
Pursuant to the Agreement to Build and Lease, the construction of the Airport Road Extension will be undertaken by Al Saqr, subject to, amongst other things, the requirements of Al Noor. The costs of the construction of the Airport Road Extension is agreed at AED 330 million (approximately U.S.\$90 million) (and any variation will need to be agreed by the parties) which will be borne by Al Saqr. The parties anticipate that the building works relating to the Airport Road Extension will be completed by 15 July 2017.
Following completion of the construction of the Airport Road Extension, Al Noor and Al Saqr will enter into the Airport Road Extension Lease Agreement (substantially in the form of the lease annexed to the agreement). The terms of the Airport Road Extension Lease Agreement are further detailed above.
Under the terms of the proposed Agreement to Build and Lease, either party may terminate the agreement by written notice if the other party becomes bankrupt, insolvent, goes into liquidation, has a receiving or administration order made against it or similar events.
If, prior to the date of completion of the construction of the Airport Road Extension, Al Noor no longer requires the premises, it is entitled to issue a notice to the landlord to terminate the Agreement to Build and Lease with immediate effect. This termination right is exercisable at Al Noor's discretion. If the agreement is terminated in this way, the landlord will provide documentary evidence of its costs and the tenant will determine and pay to the landlord a fair and reasonable amount of compensation.
Al Noor is also entitled to terminate the Agreement to Build and Lease with immediate effect if the landlord fails to comply with and/or meet its obligations under the agreement, and no payment is payable to the landlord in that case. If the agreement is terminated in accordance with its terms, the obligation to enter into the Airport Road Extension Lease Agreement will also terminate.
Al Noor is entitled to assign its rights under the Agreement to Build and Lease without Al Saqr's consent, whereas Al Saqr is not entitled to assign its rights under the agreement without Al Noor's consent.
The Company was incorporated and registered in England and Wales on 20 December 2012 as a public company limited by shares under the Companies Act 2006 with the name "Al Noor Hospitals Plc" and with registered number 08338604. The Company was renamed "Al Noor Hospitals Group PLC" on 21 June 2013. The Company has a premium listing on the Main Market of the London Stock Exchange.
The registered office of the Company is 1st Floor, 40 Dukes Place, London, EC3A 7NH. The principal place of business of the Company is Khalifa Street, Abu Dhabi, United Arab Emirates 46713.
As at 7 August 2015 (being the latest practicable date prior to the publication of this document), Sheikh Mansoor Bin Butti and Ahmad Nimer do not hold any Shares in the share capital of the Company.
As at 7 August 2015 (being the latest practicable date prior to the publication of this document), no option to acquire Shares had been granted to Sheikh Mansoor Bin Butti or Ahmad Nimer.
There are no existing or proposed service contracts between Sheikh Mansoor Bin Butti or Ahmad Nimer and the Company and its subsidiary undertakings, respectively.
Sheikh Mansoor Bin Butti and Ahmad Nimer are not entitled to receive any fees in respect of their Board appointments.
The Company has not entered into any related party transaction with or relating to Sheikh Mansoor Bin Butti or Ahmad Nimer during the period covered by the historical financial information up to the date of this document.
As at 7 August 2015 (being the latest practicable date prior to the publication of this document) the Company had been notified of the following holdings in the Company's issued ordinary share capital pursuant to DTR 5 (each, a "Notifiable Interest"):
| Shareholder | Number of shares | Number of voting rights |
Percentage of voting rights attached to the issued ordinary share capital |
|---|---|---|---|
| Sapor Business Corp.* | 33,018,320 | 33,018,320 | 28.25 |
| Maksar Investments Ltd.* | 7,055,946 | 7,055,946 | 6.04 |
| Fidelity Management & Research | 6,620,941 | 6,620,941 | 5.67 |
| BlackRock Group | 5,468,893 | 5,468,893 | 4.68 |
| Wellington Management Group LLP | 5,172,449 | 5,172,449 | 4.43 |
| Emirates NBD Bank | 4,836,000 | 4,836,000 | 4.14 |
| Woodford Investment Management | 4,750,000 | 4,750,000 | 4.06 |
* Sheikh Mohammed Bin Butti Al Hamed's and Dr Kassem Alom's holdings of ordinary shares of the Company are held by Sapor and Maksar, respectively.
Save as set out above, the Company is not aware of any other Notifiable Interests.
The following contracts (not being contracts entered into in the ordinary course of business) are the only contracts which: (A) the Shareholders would reasonably require in making a properly informed assessment of how to vote on the Resolution; and (B)(i) have been entered into by the Company or another member of the Group within the two years immediately preceding the date of this document and are, or may be, material; or (ii) have been entered into at any time by the Company or any member of the Group and contain provisions under which the Company or any member of the Group has an obligation or entitlement which is, or may be, material to the Company or any member of the Group as at the date of this document.
At or around the date of listing on the London Stock Exchange, Al Noor entered into a relationship agreement (the "Relationship Agreement") with its principal shareholders, including SMBB and Dr Kassem Alom. The Relationship Agreement was amended and restated in November 2014 to comply with certain changes to the Listing Rules.
The principal purpose of the Relationship Agreement is to ensure that the Company is capable of carrying out its business independently and that transactions and relationships with related parties are at arm's length and on normal commercial terms. United Al Saqr Group and Al Saqr (as an associate of SMBB) has been subject to the terms of the Relationship Agreement whilst conducting the negotiations around the proposed Transaction and, as such, has been subject to the requirement to transact with the Company at arm's length and on normal commercial terms.
Furthermore, under the Relationship Agreement, each principal shareholder has agreed to abstain from voting on any transaction to be entered into between the Company and any principal shareholder or members of its group. Pursuant to this provision, in addition to the undertakings not to vote referred to earlier in this document, Dr Kassem Alom will not vote on the resolution to approve the Transaction.
There has been no significant change in the financial or trading position of the Group since 31 December 2014, the date to which the last published audited financial statements were prepared.
Jefferies International Limited has given and not withdrawn its written consent to the inclusion of its name in this document in the form and context in which it is included.
Copies of the following documents may be inspected during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the registered office of the Company at 40 Dukes Place, London EC3A 7NH and at the General Meeting venue (the offices of Linklaters LLP) up to and including the date of the General Meeting:
The following definitions apply throughout this document, unless stated otherwise:
| Agreement to Build and Lease | means the agreement to be entered into between Al Noor and Al Saqr relating to the construction of the Airport Road Extension, as described in Part II of this document |
|---|---|
| Airport Road Extension | means a new building adjacent to the Airport Road Hospital to be built by Al Saqr pursuant to the Agreement to Build and Lease and to be leased to Al Noor following its completion on the terms of the Airport Road Extension Lease Agreement |
| Al Saqr | means Al Saqr Property Management LLC, a subsidiary of the United Al Saqr Group |
| Board | means the board comprising the Directors |
| Company or Al Noor | means Al Noor Hospitals Group PLC |
| Directors | means the directors of the Company |
| DTR | means the Disclosure and Transparency Rules made by the FCA pursuant to Part VI of FSMA |
| Form of Proxy | means the form of proxy accompanying this document for use by Shareholders in relation to the General Meeting |
| FCA | means the Financial Conduct Authority |
| FSMA | means Financial Services and Markets Act 2000 |
| General Meeting | means the general meeting of the Company to be held at Linklaters LLP, One Silk Street, London EC2Y 8HQ on 24 August 2015 at 10.00 a.m., with an audio-visual link to a satellite meeting at Linklaters LLP, Ninth Floor, Currency House, Dubai International Financial Centre, PO Box 506516, Dubai, United Arab Emirates (the satellite meeting place) commencing at 1.00 p.m. (UAE time) (or any adjournment thereof, notice of which is set out at the end of this document |
| Group | means the Company and its subsidiary undertakings |
| Jasmine Building | means the building adjacent to the Al Ain Hospital known as the "Jasmine Building" |
| Lease Agreements | means the amendments to the existing lease agreements and/or the new lease agreement to be entered into between Al Noor and Al Saqr relating to the New Premises, as described in Part II of this document |
| Listing Rules | means the Listing Rules issued and maintained by the FCA under Part VI of FSMA |
| New Premises | means the additional premises to be leased from Al Saqr, namely, the Jasmine Building, the Remaining Khalifa Street Building and, following completion of its construction, the Airport Road Extension, on the terms of the relevant Lease Agreement |
| Remaining Khalifa Street Building | means the remaining part of the Khalifa Street Hospital building not currently occupied by the hospital (comprising an additional 72 flats (and the remaining 70 parking spaces), the ground floor and mezzanine level of the Khalifa Street building) |
| Resolution | means the ordinary resolution to approve the Transaction as set out in the notice of General Meeting at the end of this document |
| Shares | means the ordinary shares of GBP 10 pence each in the capital of the Company |
|---|---|
| Shareholders | means the holders of the Shares |
| SMBB | means Sheikh Mohammed Bin Butti Al Hamed, a principal shareholder of the Company |
| Transaction | means, in relation to the New Premises, the proposed entry into the Lease Agreements and the Agreement to Build and Lease |
| Transaction Agreements | means the Lease Agreements and the Agreement to Build and Lease |
| UAE | means the United Arab Emirates |
| United Al Saqr Group | means United Al Saqr Group LLC |
(Incorporated in England and Wales under the Companies Act 2006 with registered number 08338604)
NOTICE IS HEREBY GIVEN that a GENERAL MEETING of Al Noor Hospitals Group PLC (the "Company") will be held at Linklaters LLP, One Silk Street, London EC2Y 8HQ (the "Principal Meeting Place") on 24 August 2015 at 10.00 a.m., with an audio-visual link to a satellite meeting at Linklaters LLP, Ninth Floor, Currency House, Dubai International Financial Centre, PO Box 506516, Dubai, United Arab Emirates (the "Satellite Meeting Place") commencing at 1.00 p.m. (UAE time), to consider and, if thought fit, pass the following resolution, which will be proposed as an ordinary resolution.
THAT the Transaction, on the terms set out in the Transaction Agreements (both as defined in the circular to shareholders dated 7 August 2015 (the "Circular")), be and is hereby approved and the Directors (or a committee of the Directors) be and are hereby authorised to waive, amend, vary or extend any of the terms of the Transaction Agreements (provided that any such waivers, amendments, variations or extensions are not of a material nature) and to do all things as they may consider to be necessary or desirable to implement and give effect to, or otherwise in connection with, the Transaction and any matters incidental to the Transaction.
By order of the Board,
Corporate Secretary
7 August 2015
Registered office: Al Noor Hospitals Group PLC 1st Floor 40 Dukes Place London EC3A 7NH
The following notes explain your general rights as a shareholder and your right to attend and vote at this General Meeting or to appoint someone else to vote on your behalf.
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