prospectus formerly known as - irchartnexusir.irchartnexus.com/ihh-healthcare/website_html/...this...

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( formerly known as Integrated Healthcare Holdings Berhad) (Company No. 901914-V) (Incorporated in Malaysia under the Companies Act 1965) THE GLOBAL OFFERING OF UP TO 2,234.65 MILLION ORDINARY SHARES OF RM1.00 EACH IN IHH HEALTHCARE BERHAD (FORMERLY KNOWN AS INTEGRATED HEALTHCARE HOLDINGS BERHAD) (“IHH”) (“SHARES”) COMPRISING A PUBLIC ISSUE OF UP TO 1,800.00 MILLION NEW SHARES AND AN OFFER FOR SALE OF UP TO 434.65 MILLION EXISTING SHARES (COLLECTIVELY “IPO SHARES”) INVOLVING THE: (I) INSTITUTIONAL PLACEMENT OF UP TO 498.01 MILLION IPO SHARES COMPRISING: UP TO 360.00 MILLION IPO SHARES TO BUMIPUTERA INSTITUTIONAL AND SELECTED INVESTORS APPROVED BY THE MINISTRY OF INTERNATIONAL TRADE AND INDUSTRY (“MITI TRANCHE”); AND UP TO 138.01 MILLION IPO SHARES TO OTHER MALAYSIAN INSTITUTIONAL AND SELECTED INVESTORS, FOREIGN INSTITUTIONAL AND SELECTED INVESTORS OUTSIDE THE UNITED STATES IN RELIANCE ON REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (“US SECURITIES ACT”), AND WITHIN THE UNITED STATES TO QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A OF THE US SECURITIES ACT (“GLOBAL INSTITUTIONAL TRANCHE”), AT THE INSTITUTIONAL PRICE TO BE DETERMINED BY WAY OF BOOKBUILDING (“INSTITUTIONAL PRICE”); (II) MALAYSIA PUBLIC OFFERING OF UP TO 208.51 MILLION IPO SHARES TO THE MALAYSIAN PUBLIC, ELIGIBLE DIRECTORS AND ELIGIBLE EMPLOYEES OF IHH AND ITS SUBSIDIARIES (“IHH GROUP”), AND BUSINESS ASSOCIATES AND PERSONS WHO HAVE CONTRIBUTED TO THE SUCCESS OF THE IHH GROUP, INCLUDING DOCTORS, AT THE RETAIL PRICE OF RM2.85 PER IPO SHARE (“RETAIL PRICE”); (III) SINGAPORE OFFERING OF UP TO 140.64 MILLION IPO SHARES, IN CONJUNCTION WITH THE CONCURRENT SECONDARY LISTING ON THE MAIN BOARD OF THE SINGAPORE EXCHANGE SECURITIES TRADING LIMITED (“ SGX-ST”) (“SECONDARY LISTING”), COMPRISING: AN OFFERING TO THE SINGAPOREAN PUBLIC, ELIGIBLE DIRECTORS AND ELIGIBLE EMPLOYEES OF THE IHH GROUP, AND BUSINESS ASSOCIATES AND PERSONS WHO HAVE CONTRIBUTED TO THE SUCCESS OF THE IHH GROUP, INCLUDING DOCTORS, AT THE RETAIL PRICE OF SGD1.18 PER IPO SHARE; AND A PLACEMENT TO INDIVIDUALS, CORPORATIONS AND OTHER INVESTORS IN SINGAPORE AT THE FINAL RETAIL PRICE PER IPO SHARE; AND (IV) CORNERSTONE OFFERING THAT IS SEPARATE FROM BUT CONCURRENT WITH THE INSTITUTIONAL PLACEMENT, MALAYSIA PUBLIC OFFERING AND SINGAPORE OFFERING, WHERE EACH OF THE CORNERSTONE INVESTORS HAS ENTERED INTO A CORNERSTONE PLACEMENT AGREEMENT WITH IHH TO SUBSCRIBE FOR AN AGGREGATE OF 1,387.50 MILLION IPO SHARES AT THE INSTITUTIONAL PRICE, SUBJECT TO THE TERMS OF THE RESPECTIVE CORNERSTONE PLACEMENT AGREEMENTS. THE RETAIL PRICE IS PAYABLE IN FULL UPON APPLICATION AND SUBJECT TO A REFUND OF THE DIFFERENCE IN THE EVENT THAT THE FINAL RETAIL PRICE IS LESS THAN THE RETAIL PRICE. THE FINAL RETAIL PRICE WILL EQUAL THE INSTITUTIONAL PRICE, SUBJECT THAT IT WILL NOT EXCEED THE RETAIL PRICE. THE INSTITUTIONAL PLACEMENT, MALAYSIA PUBLIC OFFERING AND SINGAPORE OFFERING ARE SUBJECT TO THE CLAWBACK AND REALLOCATION PROVISIONS AND OVER-ALLOTMENT OPTION AS DESCRIBED IN THIS PROSPECTUS. YOU ARE ADVISED TO READ AND UNDERSTAND THE CONTENTS OF THIS PROSPECTUS. IF IN DOUBT, PLEASE CONSULT A PROFESSIONAL ADVISER. FOR INFORMATION CONCERNING CERTAIN RISK FACTORS WHICH INVESTORS SHOULD CONSIDER, SEE “RISK FACTORS” IN SECTION 5 OF THIS PROSPECTUS. LISTINGS SOUGHT: PRIMARY LISTING ON THE MAIN MARKET OF BURSA MALAYSIA SECURITIES BERHAD AND SECONDARY LISTING ON THE MAIN BOARD OF THE SINGAPORE EXCHANGE SECURITIES TRADING LIMITED. THIS PROSPECTUS IS NOT TO BE DISTRIBUTED OUTSIDE MALAYSIA AND IS DATED 2 JULY 2012. (formerly known as Integrated Healthcare Holdings Berhad) (Company No. 901914-V) (Incorporated in Malaysia under the Companies Act 1965) Registered Office: IHH Healthcare Berhad (formerly known as Integrated Healthcare Holdings Berhad) Suite 17-01, Level 17 The Gardens South Tower Mid Valley City Lingkaran Syed Putra 59200 Kuala Lumpur Malaysia Hospitals in Turkey Hospitals in Malaysia Hospitals in Singapore PROSPECTUS (formerly known as Integrated Healthcare Holdings Berhad) (Company No. 901914-V) (Incorporated in Malaysia under the Companies Act 1965) Principal Adviser, Managing Underwriter for the Malaysia Public Offering and Sole Coordinator for the MITI Tranche CIMB Investment Bank Berhad (18417-M) (A Participating Organisation of Bursa Malaysia Securities Berhad) Joint Global Coordinators for the Global Institutional Tranche and Cornerstone Offering (in alphabetical order) Joint Bookrunners and Joint Lead Managers for the Global Institutional Tranche and Cornerstone Offering (in alphabetical order) Joint Bookrunners for the MITI Tranche (in alphabetical order) CIMB Investment Bank Berhad Maybank Investment Bank Berhad (Company No.: 18417-M) (Company No.: 15938-H) Co-Lead Managers for the Global Institutional Tranche (in alphabetical order) Nomura Securities Singapore Pte. Ltd. Oversea-Chinese Banking Corporation Limited RHB Investment Bank Berhad UBS AG, Singapore Branch (Company Registration Number: 198702521E) (Company Registration Number: 193200032W) (Company No.: 19663-P) (Company Registration Number: S98FC5560C) Joint Underwriters for the Malaysia Public Offering (in alphabetical order) AFFIN Investment Bank Berhad Alliance Investment Bank Berhad AmInvestment Bank Berhad Bank Muamalat Malaysia Berhad CIMB Investment Bank Berhad (Company No.: 9999-V) (Company No.: 21605-D) (Company No.: 23742-V) (Company No.: 6175-W) (Company No.: 18417-M) HwangDBS Investment Bank Berhad Kenanga Investment Bank Berhad Maybank Investment Bank Berhad MIDF Amanah Investment Bank Berhad OSK Investment Bank Berhad RHB Investment Bank Berhad (Company No.: 14389-U) (Company No.: 15678-H) (Company No.: 15938-H) (Company No.: 23878-X) (Company No.: 14152-V) (Company No.: 19663-P) Singapore Issue Managers for the Singapore Offering (in alphabetical order) CIMB Bank Berhad, Singapore Branch DBS Bank Ltd. (Company No: 13491-P) (Company Registration Number: 196800306E) Singapore Underwriters for the Singapore Offering (in alphabetical order) CIMB Securities (Singapore) Pte. Ltd. DBS Bank Ltd. Maybank Kim Eng Securities Pte. Ltd. (Company Registration Number: 198701621D) (Company Registration Number: 196800306E) (Company Registration Number: 197201256N) Oversea-Chinese Banking Corporation Limited Phillip Securities Pte Ltd United Overseas Bank Limited (Company Registration Number: 193200032W) (Company Registration Number: 197501035Z) (Company Registration Number: 193500026Z)

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  • ( formerly known as Integrated Healthcare Holdings Berhad)(Company No. 901914-V)

    (Incorporated in Malaysia under the Companies Act 1965)

    THE GLOBAL OFFERING OF UP TO 2,234.65 MILLION ORDINARY SHARES OF RM1.00 EACH IN IHH HEALTHCARE BERHAD (FORMERLY KNOWN AS INTEGRATED HEALTHCARE HOLDINGS BERHAD) (“IHH”) (“SHARES”) COMPRISING A PUBLIC ISSUE OF UP TO 1,800.00 MILLION NEW SHARES AND AN OFFER FOR SALE OF UP TO 434.65 MILLION EXISTING SHARES (COLLECTIVELY “IPO SHARES”) INVOLVING THE:(I) INSTITUTIONAL PLACEMENT OF UP TO 498.01 MILLION IPO SHARES COMPRISING:

    • UP TO 360.00 MILLION IPO SHARES TO BUMIPUTERA INSTITUTIONAL AND SELECTED INVESTORS APPROVED BY THE MINISTRY OFINTERNATIONAL TRADE AND INDUSTRY (“MITI TRANCHE”); AND

    • UPTO138.01MILLION IPOSHARESTOOTHERMALAYSIAN INSTITUTIONALANDSELECTED INVESTORS, FOREIGN INSTITUTIONALANDSELECTED INVESTORS OUTSIDE THE UNITED STATES IN RELIANCE ON REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (“US SECURITIES ACT”), AND WITHIN THE UNITED STATES TO QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A OF THE US SECURITIES ACT (“GLOBAL INSTITUTIONAL TRANCHE”),

    AT THE INSTITUTIONAL PRICE TO BE DETERMINED BY WAY OF BOOKBUILDING (“INSTITUTIONAL PRICE”);(II) MALAYSIA PUBLIC OFFERING OF UP TO 208.51 MILLION IPO SHARES TO THE MALAYSIAN PUBLIC, ELIGIBLE DIRECTORS AND ELIGIBLE EMPLOYEES

    OF IHH AND ITS SUBSIDIARIES (“IHH GROUP”), AND BUSINESS ASSOCIATES AND PERSONS WHO HAVE CONTRIBUTED TO THE SUCCESS OF THE IHH GROUP, INCLUDING DOCTORS, AT THE RETAIL PRICE OF RM2.85 PER IPO SHARE (“RETAIL PRICE”);

    (III) SINGAPORE OFFERING OF UP TO 140.64 MILLION IPO SHARES, IN CONJUNCTION WITH THE CONCURRENT SECONDARY LISTING ON THE MAIN BOARD OF THE SINGAPORE EXCHANGE SECURITIES TRADING LIMITED (“SGX-ST”) (“SECONDARY LISTING”), COMPRISING:• AN OFFERING TO THE SINGAPOREAN PUBLIC, ELIGIBLE DIRECTORS AND ELIGIBLE EMPLOYEES OF THE IHH GROUP, AND BUSINESS

    ASSOCIATES AND PERSONS WHO HAVE CONTRIBUTED TO THE SUCCESS OF THE IHH GROUP, INCLUDING DOCTORS, AT THE RETAIL PRICE OF SGD1.18 PER IPO SHARE; AND

    • APLACEMENTTOINDIVIDUALS,CORPORATIONSANDOTHERINVESTORSINSINGAPOREATTHEFINALRETAILPRICEPERIPOSHARE;AND(IV) CORNERSTONE OFFERING THAT IS SEPARATE FROM BUT CONCURRENT WITH THE INSTITUTIONAL PLACEMENT, MALAYSIA PUBLIC OFFERING

    AND SINGAPORE OFFERING, WHERE EACH OF THE CORNERSTONE INVESTORS HAS ENTERED INTO A CORNERSTONE PLACEMENT AGREEMENT WITH IHH TO SUBSCRIBE FOR AN AGGREGATE OF 1,387.50 MILLION IPO SHARES AT THE INSTITUTIONAL PRICE, SUBJECT TO THE TERMS OF THE RESPECTIVE CORNERSTONE PLACEMENT AGREEMENTS.

    THE RETAIL PRICE IS PAYABLE IN FULL UPON APPLICATION AND SUBJECT TO A REFUND OF THE DIFFERENCE IN THE EVENT THAT THE FINAL RETAIL PRICE IS LESS THAN THE RETAIL PRICE. THE FINAL RETAIL PRICE WILL EQUAL THE INSTITUTIONAL PRICE, SUBJECT THAT IT WILL NOT EXCEED THE RETAIL PRICE.THE INSTITUTIONAL PLACEMENT, MALAYSIA PUBLIC OFFERING AND SINGAPORE OFFERING ARE SUBJECT TO THE CLAWBACK AND REALLOCATION PROVISIONS AND OVER-ALLOTMENT OPTION AS DESCRIBED IN THIS PROSPECTUS.

    YOU ARE ADVISED TO READ AND UNDERSTAND THE CONTENTS OF THIS PROSPECTUS. IF IN DOUBT, PLEASE CONSULT A PROFESSIONAL ADVISER.FOR INFORMATION CONCERNING CERTAIN RISK FACTORS WHICH INVESTORS SHOULD CONSIDER, SEE “RISK FACTORS” IN SECTION 5 OF THIS PROSPECTUS. LISTINGS SOUGHT: PRIMARY LISTING ON THE MAIN MARKET OF BURSA MALAYSIA SECURITIES BERHAD AND SECONDARY LISTING ON THE MAIN BOARD OF THE SINGAPORE EXCHANGE SECURITIES TRADING LIMITED.THIS PROSPECTUS IS NOT TO BE DISTRIBUTED OUTSIDE MALAYSIA AND IS DATED 2 JULY 2012.

    (formerly known as Integrated Healthcare Holdings Berhad)(Company No. 901914-V)(Incorporated in Malaysia under the Companies Act 1965)

    RegisteredOffice:IHH Healthcare Berhad(formerly known as Integrated Healthcare Holdings Berhad)Suite 17-01, Level 17The Gardens South TowerMid Valley CityLingkaran Syed Putra59200 Kuala LumpurMalaysia

    Hospitals in Turkey

    Hospitals in Malaysia

    Hospitals in Singapore

    PROSPECTUS

    (formerly known asIntegrated Healthcare Holdings Berhad)

    (Company No. 901914-V)(Incorporated in Malaysia under the

    Companies Act 1965)

    Principal Adviser, Managing Underwriter for the Malaysia Public Offering and Sole Coordinator for the MITI Tranche

    CIMB Investment Bank Berhad (18417-M)(A Participating Organisation of Bursa Malaysia Securities Berhad)

    Joint Global Coordinators for the Global Institutional Tranche and Cornerstone Offering (in alphabetical order)

    Joint Bookrunners and Joint Lead Managers for the Global Institutional Tranche and Cornerstone Offering (in alphabetical order)

    Joint Bookrunners for the MITI Tranche (in alphabetical order) CIMB Investment Bank Berhad Maybank Investment Bank Berhad (Company No.: 18417-M) (Company No.: 15938-H)

    Co-Lead Managers for the Global Institutional Tranche (in alphabetical order)

    Nomura Securities Singapore Pte. Ltd. Oversea-Chinese Banking Corporation Limited RHB Investment Bank Berhad UBS AG, Singapore Branch (Company Registration Number: 198702521E) (Company Registration Number: 193200032W) (Company No.: 19663-P) (Company Registration Number: S98FC5560C)

    Joint Underwriters for the Malaysia Public Offering (in alphabetical order)

    AFFIN Investment Bank Berhad Alliance Investment Bank Berhad AmInvestment Bank Berhad Bank Muamalat Malaysia Berhad CIMB Investment Bank Berhad (Company No.: 9999-V) (Company No.: 21605-D) (Company No.: 23742-V) (Company No.: 6175-W) (Company No.: 18417-M)

    HwangDBS Investment Bank Berhad Kenanga Investment Bank Berhad Maybank Investment Bank Berhad MIDF Amanah Investment Bank Berhad OSK Investment Bank Berhad RHB Investment Bank Berhad (Company No.: 14389-U) (Company No.: 15678-H) (Company No.: 15938-H) (Company No.: 23878-X) (Company No.: 14152-V) (Company No.: 19663-P)

    Singapore Issue Managers for the Singapore Offering (in alphabetical order)

    CIMB Bank Berhad, Singapore Branch DBS Bank Ltd. (Company No: 13491-P) (Company Registration Number: 196800306E)

    Singapore Underwriters for the Singapore Offering (in alphabetical order) CIMB Securities (Singapore) Pte. Ltd. DBS Bank Ltd. Maybank Kim Eng Securities Pte. Ltd. (Company Registration Number: 198701621D) (Company Registration Number: 196800306E) (Company Registration Number: 197201256N)

    Oversea-Chinese Banking Corporation Limited Phillip Securities Pte Ltd United Overseas Bank Limited (Company Registration Number: 193200032W) (Company Registration Number: 197501035Z) (Company Registration Number: 193500026Z)