Appointment of financial advisers, financial stabilisation, change in major shareholders’ holdings and change of control considerations

Appointment of financial advisers, financial stabilisation, change in major shareholders’ holdings and change of control consideration

Appointment of an international advisory team

NMC announces that Moelis & Company (“Moelis”), PwC and Allen & Overy have been appointed as independent financial adviser, operational adviser and legal adviser respectively with immediate effect. Moelis will support and advise on NMC’s discussions with its lenders, while PwC will assist on liquidity management and operational measures.

Immediate stabilisation

NMC is currently fully focused on safeguarding operational liquidity to continue funding existing operations throughout its various subsidiaries. In this context, NMC is asking for continued support and an informal standstill in relation to existing facilities from its lenders to achieve an immediate stabilisation of the group’s financing. The informal standstill includes a request to lenders not to exercise any rights and remedies that may arise from any current or future defaults under the group’s finance documentation.

Change in major shareholders’ holdings and change of control considerations

NMC notes the Rule 8.3 opening positions of Mr Khaleefa Butti Omair Al Muhairi and H.E. Mr Saeed Mohamed Butti Mohamed Khalfan Al Qebaisi disclosed on 27 February 2020 and of Dr Bavaguthu Raghuram Shetty on 24 February 2020 (together, the “Principal Shareholders”). 

These announcements indicate that on a combined basis the Principal Shareholders now hold, directly or indirectly, legally or beneficially, less than 30% of NMC’s issued share capital.

NMC has a multi-tranche facility agreement relating to an original commitment of $2bn and certain other facilities which contain change of control provisions that are triggered if the Principal Shareholders cease to hold together, directly or indirectly, legally or beneficially, more than 30% of NMC’s issued share capital, or shares having the right to cast more than 30% of the votes capable of being cast at general meetings of NMC. In the event of a trigger, unutilised commitments are cancelled and outstanding participations become due and payable if so requested by an individual lender (subject to not less than five business days’ notice).  NMC would also anticipate a reappraisal of its external credit ratings.

The individual responsible for releasing this announcement is Simon Watkins, Group Company Secretary.