Proposed acquisition of the Al Zahra Hospital in Sharjah December, - - PowerPoint PPT Presentation

Proposed acquisition of the Al Zahra Hospital in Sharjah

December, 2016

2

Important notice

2

THIS PRESENTATION AND ITS CONTENTS ARE CONFIDENTIAL AND ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, ITS TERRITORIES OR POSSESSIONS, OR TO ANY RESIDENT THEREOF (OTHER THAN TO QUALIFIED INSTITUTIONAL BUYERS (“QIBS”) WITHIN THE MEANING OF RULE 144A UNDER THE US SECURITIES ACT (AS DEFINED BELOW)), AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION IS UNLAWFUL. By attending the meeting where this confidential management presentation is made, or by reading this presentation or by accepting delivery of this presentation, you agree to be bound by the following limitations. This presentation has been prepared by NMC Health plc (the “Company”) and comprises the slides for a presentation concerning the proposed acquisition of the entire share capital of Al Zahra (Pvt.) Hospital Company Limited (the “Target”), and certain land and buildings currently used by the Al Zahra Hospital, from Gulf Medical Projects Company(“GMPC”)(the “Acquisition”). This presentation is not an offer of securities for sale in the United States. The securities to which these materials relate have not been and are not intended to be registered under the US Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold in the United States absent registration except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act. Subject to certain exceptions, neither this presentation nor any part or copy of it neither this presentation nor any copy of it in whole or in part may be taken or transmitted into the United States (other than to QIBs), Australia, Canada, Japan or South Africa or provided to any securities analyst or other person in any of those jurisdictions. The distribution of this presentation in other jurisdictions may be restricted by law, and persons into whose possessions this presentation comes should inform themselves about, and observe, any such restrictions. The investment or investment activity to which this presentation relates is only addressed to and is only directed at persons in member states of the European Economic Area (the “EEA”) who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC and amendments thereto, including Directive 2010/73/EU, to the extent implemented in the relevant member state of the EEA) and any implementing measure in each relevant member state of the EEA (“Qualified Investors”). In the United Kingdom, the investment or investment activity to which this presentation relates is also only directed to those persons who (i) have professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “FPO”) or (ii) fall within Article 49(2)(a) to (d) of the FPO (all such persons being together referred to as “Relevant Persons”). This presentation must not be acted on or relied upon (a) in the United Kingdom, by persons who are not Relevant Persons, and (b) in any member state of the EEA, by persons who are not Qualified Investors. Any investment or investment activity to which this presentation relates is available only to (i) in the United Kingdom, Relevant Persons and (ii) in any member state of the EEA other than the United Kingdom, Qualified Investors, and will be engaged in only with such persons. Solicitations resulting from this presentation will only be responded to if the person concerned is, (i) in the United Kingdom, a Relevant Person, and (ii) in any member state of the EEA other than the United Kingdom, a Qualified Investor. This presentation does not constitute or form part of any offer to sell or issue, or invitation to purchase or subscribe for, or any solicitation of any offer to purchase or subscribe for, any securities of the Company, nor shall the fact of its presentation form the basis of, or be relied on in connection with, any contract or investment decision. This presentation does not constitute a recommendation regarding the securities of the Company. No reliance may be placed for any purpose whatsoever on the information contained in this presentation, or any other material discussed verbally, or on its completeness, accuracy or fairness and the information contained in this presentation has not been independently verified. This presentation does not purport to be all-inclusive or to contain all the information that a prospective purchaser of securities of the Company may desire or require in deciding whether or not to offer to purchase such securities, and this presentation should not be considered as a recommendation by the Company or any of their respective advisers and/or agents that any person should subscribe for or purchase any securities of the Company. Prospective purchasers of securities of the Company are required to make their own independent investigation and appraisal. No representation or warranty, express or implied, is made or given by or on behalf of the Company, its affiliates, their respective directors, officers, employees or agents or by or on behalf of any of HSBC Bank plc, J.P. Morgan Securities plc (which conducts its UK investment banking activities under the marketing name J.P. Morgan Cazenove), Standard Chartered Bank DIFC or any of their respective affiliates, directors, officers, employees or agents (collectively, the “Banks”) as to the accuracy, completeness or fairness of the information or opinions contained in this presentation or any other material discussed verbally. None of the Company, the Banks or any of their respective affiliates, members, directors, officers or employees nor any other person accepts any liability whatsoever for any loss howsoever arising from any use of this presentation or its contents or otherwise arising in connection therewith. Each of the Banks will not regard any person (whether or not a recipient of this presentation) other than the Company as a client in relation to the sale of shares of the Company and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for providing advice to any such other person. Any prospective purchaser of the shares in the Company is recommended to seek its own independent financial advice. The information in this presentation includes forward-looking statements which are based on current expectations and projections about future events. These forward-looking statements, as well as those included in any other material discussed at any presentation, are subject to risks, uncertainties and assumptions about the Company and its subsidiaries and investments, including, among other things, the development of its business, trends in its

• perating industry, and future capital expenditures. In light of these risks, uncertainties and assumptions, the events or circumstances referred to in the forward-looking statements may not occur. None of the future projections,

synergies, expectations, estimates or prospects in this presentation should be taken as forecasts or promises nor should they be taken as implying any indication, assurance or guarantee that the assumptions on which such future projections, synergies, expectations, estimates or prospects have been prepared are correct or exhaustive or, in the case of the assumptions, fully stated in the presentation. No one undertakes to publicly update or revise any such forward-looking statement, whether as a result of new information, future events or otherwise. As a result of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements as a prediction of actual results or otherwise. The information and opinions contained in this presentation are provided as at the date of this presentation and are subject to verification, completion and change without notice. In giving this presentation, neither the Company nor its advisers and/or agents or any person acting on behalf of any of them undertakes any obligation to update this presentation or to correct any inaccuracies in any such information which may become apparent.

3

Today’s presenters

3 Prasanth Manghat – Deputy Chief Executive Officer

• Deputy CEO since January 2015
• 20 years of experience including 12 years at NMC-related businesses with 5 years as Chief

Financial Officer of NMC Health

Suresh Krishnamoorthy – Chief Financial Officer

• Joined NMC in December 2000 and became Deputy CFO in 2014 and as of January 2015 CFO
• 16 years of accounting and audit experience

Roy Cherry – Head of Strategy & IR

• Joined NMC in 2013
• 13 years of experience in financial services and healthcare

4

NMC continues to deliver on its strategy

4 Current trading:

• NMC continues to deliver strong growth and high margins
• Positive trading since the 2016 interim results with continued momentum across the group driven by strong
• perational performance from existing and newly opened facilities
• NMC Royal Hospital continued strong growth in volumes and performing ahead of management’s expectations
• Robust ramp up in both outpatient and inpatient numbers at Brightpoint Hospital driven by increased demand for

complex procedures

• NMC reiterates Group EBITDA guidance for 2016 of around US$240 million

NMC continues to execute Stage 2 of its strategy:

• Stage 1 organic capacity growth strategy complete: 4 UAE healthcare assets adding 410 licensed beds
• Stage 2 inorganic capabilities focus beginning 2015: Shift in focus from capacity to capabilities with selective strategic

acquisitions

• Seven acquisitions completed since early 2015: all value-enhancing and successfully integrated (August 2016 Saudi

Arabian acquisitions still under integration). Meaningfully expanded NMC’s capabilities into higher medical complexity and have grown geographical reach and diversification

• In line with Stage 2 of NMC’s Healthcare strategy, the Board today announces the acquisition of the Al Zahra Hospital,

an established hospital in the Sharjah emirate, located nearby NMC’s existing medical centre network in the region

• The Al Zahra Hospital is a multispecialty general hospital with 137 active inpatient beds, current capacity of 154

beds and ability to expand to c.200 beds; c.400,000 outpatients p.a. and c.23,000 inpatients bed days p.a.

• The Al Zahra Hospital generated revenues of US$130m, EBITDA1 of US$44m in 2015, with an EBITDA margin
• f 33%

1. EBITDA corresponds to Profit from operations before depreciation in the Al Zahra Hospital Historical Financial Information

5

Compelling strategic acquisition in line with our current strategy

5 Acquisition overview

• Proposed acquisition of the Al Zahra Hospital for approximately US$560 million from Gulf Medical Projects Company

(“GMPC”)

• Acquisition includes certain land and buildings used by the hospital
• Highly compelling transaction rationale
• One of the largest private hospitals in Sharjah and the UAE, which would be difficult to replicate and

considerably expands NMC’s capacity in the region

• Unique opportunity to increase NMC’s presence in the attractive Sharjah healthcare market
• Significant operating and synergistic benefits with initial cost synergy benefits of US$6.5m p.a. identified (65%

to be realised in the first 12 months after completion and 100% from year 2 onwards)

• Robust operational and financial track record demonstrating consistent growth and strong margins
• Acquisition expected to be earnings enhancing for NMC shareholders in the first full year after completion
• Irrevocable undertakings to vote received from NMC’s major shareholders and expected to be received from GMPC’s

major shareholders Proposed financing

• Transaction to be funded by way of new debt facilities and equity placing of up to 9.99% of issued capital
• New loan facilities of US$1.4 billion entered into for the existing US$825 million facility and to fund the

Acquisition consideration

• Equity placing to part fund the Acquisition and replace part of the new loan facilities
• NMC’s three largest shareholders who control c.62% of the issued capital to participate up to the lesser of each
• f their pro-rata contribution or US$170 million, in aggregate between them

1 2 3 4

6

Transaction timetable

6 Transaction announcement 14 December 2016 Posting of circular and notice of GM 14 December 2016 Announcement of equity placing and bookbuild 14 December 2016 Settlement of equity placing (T+2) 16 December 2016 NMC general meeting 29 December 2016 GMPC general meeting 2 January 2017 Expected transaction completion Q1 2017

7

Agenda

7 1 2

Overview of the Al Zahra Hospital and Transaction Rationale Key Terms of the Acquisition

8

Overview of the Al Zahra Hospital

8

9

The Al Zahra Hospital is one of the first and one of the largest private hospitals in the UAE

9

• One of the first private general hospital in the UAE, established in 1981
• One of the largest private hospitals in Sharjah and the UAE
• Full service multi-speciality hospital with 137 active beds, current capacity of 154 inpatient beds and

ability to expand to c.200 beds with limited additional investment required

• Scope to increase occupancy from c.65% in 2015 through increased utilisation (NMC 2015: c.75%)
• 2015 Revenues of US$130m and EBITDA1 of US$44m
• Both inpatient and outpatient services to the highest standards
• Strong insurance relationships in Sharjah (c.85% of outpatients)
• Located on a freehold site of c.80,000 square feet including c.502,000 square feet of floor space
• c.1,270 employees including 170 physicians (of which 50 are consultants), mix of Middle-East and

Western-trained doctors

• Second largest hospital by bed

capacity within NMC’s network

• Increases NMC’s multi-specialty

licensed beds by 24% to 783

• Total licensed bed capacity

increases to 1,289

• Reinforces NMC’s position as a

leading private healthcare

• perator in the UAE and GCC
• Third most populous emirate –

1.4m population

• Increasing demand for complex
• fferings
• Low % of population insured, with

mandatory coverage potential

• Creates hub and spoke model in

Sharjah with existing NMC medical centre network

Capabilities Market

• US$6.5m of identified cost

synergy benefits, 65% realised in year 1 and 100% from year 2

• nwards
• Multiple tangible avenues to

realise incremental synergies and cost savings over medium term

Synergies Financials Overview

Key business information Compelling transaction rationale for NMC shareholders

1. EBITDA corresponds to Profit from operations before depreciation in the Al Zahra Hospital Historical Financial Information

One of the largest private hospitals in the UAE representing a scarce asset which would be difficult to replicate Unique opportunity to increase NMC’s presence in the attractive Sharjah healthcare market Significant operational and synergistic benefits arising from the acquisition Strong operational and financial track record demonstrating consistent growth

• Growth driven by increased

utilisation rates and favourable insurance regimes

• 9% Revenue CAGR 2013-15
• 5% EBITDA CAGR 2013-15
• Highly profitable business with

EBITDA margin of 33% in 2015

US$575m

400 800 Al Zahra NMC 65% 75% Al Zahra NMC

• No. of patients p.a. –

Sharjah (‘000) Average total bed

• ccupancy – 2015

1 2 3 4

10

One of the largest private hospitals in the UAE, difficult to replicate

10

Substantial regional capabilities added

1

• One of the largest private hospitals in Sharjah and the

UAE

• Full service multi-speciality hospital with 137 active

inpatient beds, a current capacity of 154 beds and ability to expand to approximately 200 beds with limited additional investment required

• Serving

approximately 400,000

• utpatients

and approximately 23,000 inpatient bed days per year

• Significant investment over the past two years with the

addition of a new 17 storey block at a cost of AED 122 million (US$33 million)1

• Seven recently refurbished operating theatres
• State-of-the-art facilities including leading medical

imaging and laboratory divisions with well invested equipment (including Philips Cath Lab system and Siemens Gamma camera)

• Further scope for expansion identified

154 2503 2004 140 1205 120 115 115 115 100 60 NMC Royal Hospital Al Zahra Sharjah As Salama Jeddah Provita Al Ain Speciality Abu Dhabi Specialty Dubai Specialty Brightpoint DIP

NMC’s largest sites by current licensed bed capacity2

Greenfield construction of a similar hospital would take a number of years and significant investment

Owned or operated by NMC Al Zahra Hospital

1. AED 122 million reflects investment in the building only 2. Total licensed bed capacity across all regions of 1,135 beds, increasing to 1,289 beds post the Acquisition 3. The Directors believe that NMC Royal Hospital has the potential to expand its capacity to 500 beds with moderate capital expenditure, in line with the announcement on the 8 March 2016 4. The Directors believe that the Al Zahra Hospital has the ability to expand its capacity to 200 beds with limited incremental investment required 5. The Directors believe that the Jeddah facility has the ability to expand its capacity to 220 beds with limited incremental investment required

11

Unique opportunity to accelerate NMC’s growth in the growing Sharjah healthcare market

11

Strong fundamentals underpinning Sharjah healthcare market UAE population by emirate1 (‘000)

3,517 3,326 1,389 291 301 270 62

Abu Dhabi Dubai Sharjah Ajman RAK Fujairah UAQ

• Sharjah is the third most populous emirate in the UAE

with a population of 1.4 million

• Developing healthcare system with patients increasingly

seeking more complex offerings

• Lack of mandatory insurance in Sharjah means low % of

population insured

• Expected to adopt mandatory insurance in the future

c.100% c.100% c.50%

Estimated % of population insured

Hospital will create a hub and spoke model in Sharjah

• NMC acquired the Dr Sunny Medical Centre chain in

2015 comprising six medical centres and three pharmacies in Sharjah, complementing NMC’s existing medical centre in Sharjah

• NMC’s seven medical centres provide substantial scope

to increase footfall at the Al Zahra Hospital via creation of a hub-and-spoke model in the Sharjah emirate

2

Al Zahra Hospital

Location of Al Zahra Hospital to NMC medical centres2

1. Latest available data and estimates, sourced from Statistics Centre Abu Dhabi, Dubai Statistics Centre, Fujairah Statistical Yearbook, and City Population UAE 2. Based on Google maps

12

Significant operational and synergistic benefits

12 Multiple tangible avenues to realise synergies and cost savings from combining NMC and the Al Zahra Hospital

Referrals from NMC’s network of medical centres in Sharjah with c.800k patients per year Increase in Al Zahra Cardiology business due to increased referrals enabled by visiting specialist NMC medical teams Utilise NMC’s marketing expertise to increase awareness and promote the Al Zahra hospital Creation of additional Centres of Excellence and hiring of additional consultants Rationalise corporate functions at Al Zahra (US$51.2 million1 in annual staff costs) Cross-staffing of specialists to reduce payroll spend Enhanced buying power and better terms on procurement Reduced spend on laboratory services

2 3 4 6 7 8 9 1

Potential revenue synergies Potential cost savings

Broadening insurance coverage and accessing mid-level insurance plans

5 3

Further additional benefits targeted over the medium term Initial integration benefits

1. Represents 2015 staff costs for the Al Zahra Hospital as stated in the Historical Financial Information section of the Circular

US$6.5 million of identified cost synergy benefits from three key areas, 65% realised in year 1 and 100% from year 2 onwards:

 Redeployment of certain Al

Zahra Hospital employees

 Replacement of certain Al

Zahra Hospital senior management

 Reduction in marketing

spend at the Al Zahra Hospital

13

Al Zahra Hospital has a strong operational and financial track record with future growth opportunities

13

4

1. Sourced from the Historical Financial Information on the Al Zahra Hospital 2. EBITDA corresponds to Profit from operations before depreciation in the Al Zahra Hospital Historical Financial Information

• Consistent growth in key operational and financial

metrics:

• Outpatient numbers: 7% CAGR from 2013-15
• Revenue: 9% CAGR from 2013-15
• EBITDA: 5% CAGR from 2013-15
• Highly profitable business with EBITDA margin of 33% in

2015

• Ministry of Health (UAE) pricing regulations negatively

impacting pharmacy margins in 2015

• Recent 17 storey investment is expected to drive revenue

growth over medium and longer term with added capacity

• f beds driving patient numbers
• In 2016 and the near term, revenue growth more than
• ffset by substantial investment in new doctors and staff

Outpatient numbers1 Commentary

39.3 42.8 43.5 2013 2014 2015 109.0 122.5 130.4 2013 2014 2015

Revenue1 (US$ million) EBITDA1,2 (US$ million)

339,984 366,836 391,612 2013 2014 2015

+8% +7% +12% +6% +9% +2%

Growth Growth Growth

+35% +33%

Margin

+36%

14

Positive financial impact for NMC shareholders

14

Pro-forma Revenue (excl. synergies) (US$ million) Positive financial impact & further upside potential

• Increased percentage of Revenue and EBITDA from

healthcare operations

• Increase in pro-forma EBITDA margin due to highly

profitable acquired business

• Estimated cost synergy benefits of US$6.5 million, with

c.65% to be realised in the first year after completion and 100% from year two onwards

• Expected to be accretive to post-tax earnings in first full

year after completion

• Upside and operating leverage benefits as the new 17

storey block reaches capacity and with potential to expand bed numbers from 154 to 200

NMC Al Zahra Hospital PF Revenue

NMC c.1,200 2016 PF Revenue 1,330 Al Zahra Hospital 130

Healthcare Distribution

1. Calculated as NMC 2016 revenue guidance of US$1,200 million and EBITDA guidance of US$240 million 2. Calculated as Al Zahra Hospital 2015 reported revenue of US$130 million and 2015 reported EBITDA of US$44 million

NMC Al Zahra Hospital PF EBITDA

NMC c.240 2016 PF EBITDA 284

Healthcare Distribution

Al Zahra Hospital 44

Pro-forma EBITDA (excl. synergies) (US$ million)

1 2 1 2

15

Agenda

15 1 2

Overview of the Al Zahra Hospital and Transaction Rationale Key Terms of the Acquisition

16

Key terms of the acquisition

16

Transaction announcement 14 December 2016 Posting of circular and notice of GM 14 December 2016 Settlement of equity placing 16 December 2016 NMC general meeting 29 December 2016 GMPC general meeting 2 January 2017 Expected transaction completion Q1 2017

• Acquisition of 100% of the shares of the Al Zahra Hospital from Gulf Medical Projects Company (“GMPC”),

a listed UAE company, as well as certain land and buildings for AED 2,058 million (c.US$560 million)

• New loan facilities of US$1.4 billion entered into for existing US$825 million facility and to fund the

Acquisition consideration

• Equity placing of up to 9.99% of issued capital to replace part of the new loan facilities
• A further c.US$300 million of new acquisition debt expected to be replaced in the debt markets
• Key conditions to completion include:
• NMC and GMPC shareholder approval at general meetings
• Non-objection letters from the Sharjah Economic Development Department for the share transfer

and the UAE Ministry of Health for the hospital licence transfer

• Continued compliance with ADX/ESCA process for the divestment by GMPC
• Irrevocable undertakings to vote received from NMC’s major shareholders accounting for c.62% of issued

capital and expected to be received from GMPC’s major shareholders

Overview Conditions Irrevocables Expected timetable

17

Equity placing of up to 9.99% of issued share capital from existing shareholders and new institutional investors

17

• Proposed equity placing of up to 9.99% of NMC’s issued share capital
• NMC major shareholders who control c.62% of the issued capital to participate up to the lesser of each of

their pro-rata contribution or US$170 million, in aggregate between them

• Should the placing be oversubscribed, the participation of the major shareholders may be reduced
• Pricing to be determined by Accelerated Bookbuild
• Underwritten by HSBC and J.P. Morgan Cazenove

Capital raising Timetable

Announcement of placing and bookbuild 7am, 14 December 2016 Announcement of completion of placing (expected) 14 December 2016 Settlement, allotment and trading of new shares (T+2) 16 December 2016

18

Strong balance sheet and revised debt facilities

18

NMC pro-forma net debt as at 30-Jun-161

US$m Gross Debt 1,106 Cash and Cash Equivalents (post equity placing) 962 Pro-forma Net Debt 1,010 NMC Pro-forma EBITDA 2843 Pro-forma Net Debt / EBITDA 3.6x

New NMC loan facilities entered into

1. Balance Sheet information sourced from the unaudited pro-forma statement of net assets of the enlarged group as prepared in the Class 1 Circular, based on NMC Health plc Net Assets as at 30-Jun-16, adjusted for the Al Zahra Hospital Net Assets as at 31-Dec-15, the New Loan Facilities, Equity Placing and other acquisition-related items 2. Includes assumed equity proceeds of US$334 million based on the Company placing 18,571,428 shares (representing up to 9.99% of NMC’s issued capital) at a share price of £14.48, being the closing price as at 13 December 2016, net of transaction costs. The actual proceeds from the placing to be determined by Accelerated Bookbuild on 14 December 2016 3. Calculated as NMC 2016 EBITDA guidance of US$240 million and Al Zahra Hospital 2015 reported EBITDA of US$44 million

NMC continues to target a leverage profile of 3 – 3.5x Net Debt / EBITDA

• NMC has secured guaranteed credit facilities of US$1.4 billion, consisting of three separate facilities
• US$825 million 5-year facility (Facility A)
• US$575 million 18-month bridge facility (Facility B/C Agreement)
• Facility A provided to cover existing debt facilities
• Facility B/C to provide cash consideration for the acquisition with Facility B to be drawn upon completion of the Acquisition and

expected to be replaced in the debt markets, while Facility C is expected to be replaced by the Placing proceeds

19

Conclusion

19

• NMC has seen positive trading since the 2016 interims results with continued momentum across the group, confirming

2016 EBITDA guidance of US$240 million

• In line with NMC’s current Healthcare strategy, the Board today announces the proposed acquisition of the Al Zahra

Hospital for approximately US$560 million

• Highly compelling transaction rationale
• One of the largest private hospitals in Sharjah and the UAE, which considerably expands NMC’s capacity in the

region

• Unique opportunity to increase NMC’s presence in the attractive Sharjah healthcare market
• Significant operational and synergistic benefits expected to arise from combining NMC and Al Zahra Hospital
• Strong operational and financial track record demonstrating consistent growth
• Acquisition expected to be earnings enhancing for NMC shareholders in the first full year after completion
• NMC announces a proposed equity placing of up to 9.99% of issued share capital to be raised from existing

shareholders and new institutional investors

20

Agenda

20

Q&A

21

Agenda

21

Appendix – NMC Overview and Update

22

NMC Health is the leading integrated healthcare provider in the UAE

22

• Leading integrated healthcare provider in the UAE with operations in the three key emirates
• Substantial presence in Abu Dhabi, Dubai and Sharjah. Abu Dhabi and Dubai mandatory insurance

rollout near 100%, Sharjah expected to follow

• Top-three product distributor/wholesaler in the UAE (98% exclusive brands)
• 2015 Pro forma1: Revenue US$938.7m (+45.8% YoY), EBITDA2: US$165.2m (+61.2% YoY).

Consolidated EBITDA margin increased by 169bps YoY to 17.6%

• 3.5m patients in 2015 (+47.3% YoY, pro forma) and 1,289 licensed beds post acquisition of Al Zahra3
• 5 major acquisitions in 2015 mainly in fertility and long-term ventilated care; 2 acquisitions in 2016 and

Al Zahra Hospital due in 2017

• LSE premium listing (FTSE 250). Mcap ~US$3.4bn. Free float 38%, founders 62%
• Total: 22 assets, 1,289 licensed beds; Abu

Dhabi, Al Ain, Dubai, Sharjah and Saudi Arabia

• Umm Al Quwain: 1 Hospital (under O&M,

205 beds)

• 15 units in or

around our healthcare assets

Hospitals & Medical Centers Pharmacies

• Exclusive agency
• 8 warehouses & offices
• 221 delivery vehicles

Distribution Senior Management

• Mr. Prasanth Manghat

Deputy CEO

• Mr. Suresh

Krishnamoorthy CFO

• Dr. BR Shetty

CEO & Founder

• Mr. Roy Cherry

Head of Strategy & IR

Overview

Key business information

2015 PF Revenue 2015 PF EBITDA

Divisions and management Strategy – Built UAE multi-specialty platform, now focus on new high-value add single specialty verticals

Detail Brightpoint DIP Al Ain Khalifa City Total Open July 2014 July 2014 Dec 2014 Sep 2015 Emirate Abu Dhabi Dubai Abu Dhabi Abu Dhabi Category Womens Hospital General Hospital Medical Centre Specialty Hospital Capex (US$m) 70 30 7 200 307 Licensed beds 100 60

• 250 410

Stage 1: 2012-2015 – Organic Capacity Growth

Detail Eugin Provita Americare

• Dr. Sunny

Fakih IVF As Salama Jeddah Al Zahra Acquired H1 2015 H1 2015 H1 2015 H1 2015 H2 2015 H2 2016 H2 2016 H2 20164 Country Spain UAE UAE UAE UAE Saudi Arabia Saudi Arabia UAE Category Fertility LTC Homecare Primary Fertility LTC LTC Multi- speciality EV (US$m) 162 160 33 64 371 45 n.a 560 Licensed beds

• 120
• 140

120 154

Stage 2: 2015-2018 – Inorganic Capabilities Focus

59% 41% 78% 22%

Healthcare Distribution

US$393m US$575m US$44m US$152m

1. Assuming all acquisitions included for the full 12 months 2. EBITDA corresponds to Profit from Operations before Depreciation, Amortisation, Impairment and Transaction Costs in the NMC annual reports 3. Excludes 205 bed in the Operation & Management vertical as these are not owned by NMC 4. Expected completion Q1 2017

23

23

Stage 1: 2012 - 2014 Stage 2: 2015 - 2018 Pre- 2012

ACQUISITION DATE CATEGORY EV (US$m) Eugin H1 2015 Fertility 162 Provita H1 2015 Long Term Care 160 Americare H1 2015 Home Care 33

• Dr. Sunny

H1 2015 Medical Centre 64 Fakih IVF H2 2015 Fertility 371 As Salama H2 2016 Long Term Care 45 Jeddah H2 2016 Long Term Care n.a. Al Zahra H2 20161 Multi-speciality 560 DEVELOPMENT CATEGORY MBZC Day Surgery Brightpoint Maternity Hospital DIP General Hospital Al Ain Medical Centre NMC Royal Special Hospital NMC established 1975 Listed on LSE in April 2012

Continued attractive growth delivered across every stage of development

NMC is into the second stage of its growth plan…

2011 2014 Post Al Zahra Hospital acquisition EBITDA2 US$42m US$103m PF US$284m3 # Patients (‘000) 1,712 2,390 3,900 # Doctors 382 603 987 Licensed beds 310 310 1,2894

1. Expected completion Q1 2017 2. EBITDA corresponds to Profit from Operations before Depreciation, Amortisation, Impairment and Transaction Costs in the NMC annual reports 3. Calculated as NMC 2016 EBITDA guidance of US$240 million and Al Zahra Hospital 2015 reported EBITDA of US$44 million 4. Excludes 205 bed in the Operation & Management vertical as these are not owned by NMC

24

24

• Largest national private healthcare network with

presence across UAE

• Includes Dr. Sunny1 branded network
• Al Zahra Hospital3 – 154 beds

Multi-speciality network

• Est. 1975
• Brightpoint – 100 bed Maternity Hospital
• Clinica Eugin1
• Fakih IVF1

100 beds & c.20k Cycles

Maternity & Fertility

• Est. 2015

783 beds

• Provita1 – 120 long-term beds in 2015
• Americare1
• As Salama & Jeddah2 – 140 and 120 beds respectively

406 beds

Long-term & Home Care

• Est. 2015
• Operating 205 bed government hospital
• 1st local company awarded government O&M contract

205 beds

Operation & Management

• Est. 2012
• Top three distributor / wholesale in the UAE
• 98% exclusive brands

c.90,000 SKU’s

Distribution

• Est. 1975

Bespoke nation-wide multi-speciality hub and spoke healthcare network Core speciality verticals

Stage 1: 2012-2014 Stage 2: 2015-2018

… with five speciality verticals now established…

1. Acquired in 2015 2. Acquired in 2016 3. Acquisition announced 2016, expected completion Q1 2017

25

25

… resulting in greater segment and geographic diversification

MULTI-SPECIALITY NETWORK 01. NMC Specialty Hospital Abu Dhabi 02. NMC Day Surgery Mohammed Bin Zayed City 03.

• Dr. Sunny Referral Network

Sharjah (Acquired 2015) 04. NMC Royal Hospital Khalifa City (Opened September 2015) 05. NMC General Hospital Dubai Investments Park (Opened July 2014) 06. B.R. Medical Suites DHCC 07. NMC General Hospital Deira, Dubai 08. NMC Specialty Hospital Dubai 09. NMC Medical Centre Sharjah 10. NMC Specialty Hospital AI Ain 11. NMC Medical Centre Al Ain (Opened December 2014) 12. American Surgecenter Abu Dhabi 13. Al Zahra Hospital Sharjah (Announced Dec-2016) MATERNITY & FERTILITY 14. Brightpoint Royal Women's Hospital Abu Dhabi (Opened July 2014) 15. Clinica Eugin1 Spain (Acquired 2015) 16. Fakih IVF UAE (Acquired 2015) LONG-TERM & HOME CARE 17. Provita Abu Dhabi (Acquired 2015) 18. Provita Al Ain (Acquired 2015) 19. Americare Abu Dhabi (Acquired 2015) 20. As Salama Saudi Arabia (Acquired 2016) 21. Jeddah Saudi Arabia (Acquired 2016) OPERATION & MANAGEMENT 22. Sheikh Khalifa General Hospital (Operator) Umm al Quwain DISTRIBUTION 23. NMC Sales and Marketing Office Abu Dhabi 24. NMC Sales and Marketing Office AI Ain 25. NMC Sales and Marketing Office Dubai and Northern Emirates 26. NMC Warehouse

• Mina. Abu Dhabi

27. NMC Warehouse AI Ain 28. NMC Warehouse DIP, Dubai 29. NMC Warehouse Al Quoz, Dubai 30. NMC Warehouse DIC, Dubai 15 10 11 12 04 02 06 05 17 03 01 07 08 09 18 19 22 25 30 29 28 23 26 27 24 14 16

OMAN UNITED ARAB EMIRATES

Abu Dhabi Al Ain Dubai Sharjah Umm Al Quwain

SAUDI ARABIA

20 13 21 1. Also has operations in Italy, Denmark, Brazil and Columbia

26

1 2 3 4 5 6 7 10 20 30 40 50 60 4.2% 3.5% 2.4% 1.5% 1.0% 0.8% 0.3% UAE GCC Africa Oceania Asia Americas Europe

50% 95% 2006 - Pre 2014 - Post

NMC operates in the attractive UAE healthcare market

26

• 1. Strong Macro Indicators

High historic population growth1 High GDP per Capita2 (US$ ‘000)

• 2. Growing demand, spending and lagging capacity
• 3. Mandatory healthcare insurance: Abu Dhabi in 2007, Dubai started in 2014 and Sharjah is expected to be next

Abu Dhabi Est. % of population covered AD insurance categories7 Healthcare expenditure per capita4 (US$) Beds/GDP per capita5 ('000)

Source: (1) IHS Connect data, 2008-15 population growth CAGR. (2) As at 2015, sourced from government offices of statistics or central banks. (3) Latest statistics based on World Bank, Statistics Centre Abu Dhabi, Dubai Statistics Centre, Fujairah Statistical Yearbook, and City Population UAE statistics Source: (4) WHO, BMI as at 2015. (5) As at 2015, GDP per capita sourced from government offices of statistics or central banks; (6) Latest statistics from WHO, BMI HAAD Source: EIU, Booz & Co, IMF, HAAD, DHA, MOH, UAE Stats; (7) Abu Dhabi insurance categories based on 2015 HAAD payer members split

Medical staff/1,000 population6 42% 43% 15% Basic Enhanced Thiqa

75 54 45 42 39 31 23 22 18 Qatar US UK UAE Kuwait Bahrain KSA Oman Germany

World Average: 1.2%

9,756 4,667 3,714 2,143 1,675 1,370 1,102 US UK Qatar UAE Kuwait KSA Germany

World Avg. European Avg.

France Germany US UK UAE Kuwait Bahrain KSA Oman Lebanon Egypt India

UAE est. population by Emirate3 (‘000)

3,517 3,326 1,389 291 301 270 62 AD Dubai Sharjah RAK Ajman Fujairah UAQ

NMC focus

UAE population 3.5m 3.3m 2.3m Abu Dhabi Dubai Northern Emirates

Mostly insured Mostly insured Mostly uninsured

3.3 1.5 1.9 1.4 0.9 8.9 3.0 3.6 2.9 2.3 OECD UAE Dubai AD NE Physicians Nurses

27

NMC continues to deliver strong growth and high margins

• 1. Healthcare – Reported 2015 revenues up 55.7%, Pro forma revenues up 73.1% to US$575m
• 2. Distribution – 2015 Revenues up 16.1%, SKU’s at 90k and EBITDA margin improved to 11.1%
• 3. Consolidated 2015 EBITDA at US$150.3m (+46.7% YoY), Pro forma EBITDA at US$ 165.2m (+61.2% YoY)1

27

289.3 332.2 517.1 15.0% 14.8% 55.7% 0% 10% 20% 30% 40% 50% 60%

• 100

200 300 400 500 600 2013 2014 2015 Healthcare revenue US$m and YoY growth Revenue Growth 81.7 89.1 140.1 28.2% 26.8% 27.1% 0% 5% 10% 15% 20% 25% 30% 35%

• 20

40 60 80 100 120 140 160 2013 2014 2015 Healthcare Adj. EBITDA US$m and margin EBITDA EBITDA margin 2,069 2,390 3,211 9.5% 15.6% 34.3% 0% 10% 20% 30% 40%

• 500

1,000 1,500 2,000 2,500 3,000 3,500 4,000 4,500 5,000 2013 2014 2015 Patients ('000) and YoY growth Total patients Growth 300.2 338.9 393.4 10.7% 12.9% 16.1% 0% 5% 10% 15% 20%

• 100

200 300 400 2013 2014 2015 Distribution revenue US$m and YoY growth Revenue Growth 29.9 34.4 43.5 10.0% 10.2% 11.1% 0% 5% 10% 15%

• 20

40 60 2013 2014 2015 Distribution EBITDA US$m and margin EBITDA EBITDA Margin Scientific 12.2% Homecare 0.2% Pharma 33.1% Education 4.5% Veterinary 0.3% FMCG 37.6% Food 12.0% Segment contribution 2015 92.9 102.5 150.3 69.1 77.5 85.8 16.9% 15.9% 17.1% 12.6% 12.0% 9.7% 0% 5% 10% 15% 20%

• 40

80 120 160 2013 2014 2015 EBITDA & Net profit US$m EBITDA Net profit 33.8% 32.4% 32.3% 15% 20% 25% 30% 35% 2013 2014 2015 Net working capital as % of sales 550.9 643.9 880.9 12.4% 16.9% 36.8% 0% 10% 20% 30% 40% 100 200 300 400 500 600 700 800 900 2013 2014 2015 Revenue Growth Revenue US$m and annual growth Source: NMC 2015 results presentation 1. 2012-2015 EBITDA corresponds to Profit from Operations before Depreciation, Amortisation, Impairment and Transaction Costs in the NMC annual reports

28

NMC’s strategy has delivered consistent long-term Revenue and EBITDA growth

28

Revenue1 (US$m)

339 387 444 490 551 644 881 1,2002 2009 2010 2011 2012 2013 2014 2015 2016E

CAGR FY09-16E: 19.8%

Growth

EBITDA1 (US$m)

42 56 71 80 93 103 150 2402 2009 2010 2011 2012 2013 2014 2015 2016E Growth Margin

CAGR FY09-16E: 28.3%

14.0% 14.8% 10.5% 12.4% 16.9% 36.8% 34.3% 25.0% 12.9% 16.7% 10.3% 46.6% 60.0% 12.4% 14.6% 15.9% 16.2% 16.9% 15.9% 17.1%

1. EBITDA corresponds to Profit from Operations before Depreciation, Amortisation, Impairment and Transaction Costs. 2009 to 2011 Revenue and EBITDA sourced from NMC’s IPO Prospectus. 2012 to 2015 Revenue and EBITDA sourced from the NMC annual reports and investor presentations. 2. NMC 2016 revenue guidance of US$1,200 million and EBITDA guidance of US$240 million

36.2% 20.0%