TIDMCGEO TIDMGHG
RNS Number : 9015R
Georgia Capital PLC
02 July 2020
OFFER UNCONDITIONAL AS TO ACCEPTANCES
OFFER FOR GEORGIA HEALTHCARE GROUP PLC
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. IN PARTICULAR,
THIS ANNOUNCEMENT SHOULD NOT BE RELEASED, PUBLISHED, DISTRIBUTED,
FORWARDED OR TRANSMITTED, IN WHOLE OR IN PART, IN, INTO OR FROM ANY
RESTRICTED JURISDICTION, INCLUDING THE US.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE.
2 July 2020
RECOMMED FINAL SHARE EXCHANGE OFFER
for
GEORGIA HEALTHCARE GROUP PLC
by
GEORGIA CAPITAL PLC
OFFER DECLARED UNCONDITIONAL AS TO ACCEPTANCES
On 19 May 2020 the board of directors of Georgia Capital PLC
(GCAP) and the Independent Directors of Georgia Healthcare Group
PLC (GHG) announced that they had reached agreement on the terms of
a recommended share exchange offer to be made by GCAP for the
entire issued or to be issued share capital of GHG not already
owned by GCAP (the Offer). The full terms and conditions of the
Offer and the procedures for acceptance were set out in the offer
document published by GCAP on 11 June 2020 (the Offer
Document).
GCAP is pleased to announce that the Offer has become
unconditional as to acceptances. Further details are set out
below.
Terms defined in the Offer Document have the same meaning in
this announcement.
Level of acceptances from independent shareholders
As at 1.00 p.m. on 2 July 2020 (being the acceptance deadline
for the First Closing Date), valid acceptances had been received
from independent shareholders of GHG in respect of a total of
30,238,699 GHG Shares, representing approximately 22.96% of the
issued share capital of GHG, being more than 50% in nominal value
of the GHG Shares held by independent shareholders of GHG on 19 May
2020.
This total includes acceptances received in respect of:
-- 1,646,602 GHG Shares (representing approximately 1.25% of the
issued share capital of GHG) from the Independent Directors of GHG
and certain members of GHG's senior management which were subject
to an irrevocable commitment; and
-- Sanne Fiduciary Services Limited as trustee of the JSC
Georgia Healthcare Group Employee Benefit Trust (the Trust) in
respect of 2,211,449 GHG Shares held by the Trust, representing
approximately 1.68% of the existing issued ordinary share capital
of GHG.
Accordingly, as at 1.00 p.m. on 2 July 2020 , GCAP may count
30,238,699 GHG Shares (representing 22.96% of the issued share
capital of GHG) towards satisfaction of the acceptance condition to
its Offer.
The Offer has therefore become unconditional as to
acceptances.
GCAP interests in securities and acceptances from GCAP concert
parties
On 29 June 2020, GCAP and persons acting in concert with GCAP
had interests in or rights to subscribe for GHG relevant securities
as follows:
Name Nature of Number of Percentage
interest GHG shares of GHG issued
share capital
Georgia Capital
PLC GHG Shares 93,011,414 70.63
Kim Bradley GHG Shares 10,687 0.01
Irakli Gilauri GHG Shares 231,566 0.18
David Morrison GHG Shares 65,583 0.05
TOTAL 93,319,250 70.87
None of (i) GCAP, (ii) any director of GCAP or any close
relatives, related trusts or connected person of any such director
or (iii) any other person acting in concert with GCAP, have any
short positions including under any derivative, any agreements to
sell or any delivery obligations in respect of GHG relevant
securities and any rights to require another person to purchase or
take delivery of GHG relevant securities.
As at 1.00 p.m. on 2 July 2020, valid acceptances had been
received from Irakli Gilauri and David Morrison in respect of
297,149 GHG Shares, representing approximately 0.23% of the
existing issued ordinary share capital of GHG which were subject to
an irrevocable commitment and from Kim Bradley in respect of 10,687
GHG Shares, representing approximately 0.01% of the existing issued
ordinary share capital of GHG.
Accordingly, as of 1.00 p.m. on 2 July 2020, GCAP has received,
in aggregate, valid acceptances in respect of 30,546,535 GHG Shares
(representing 23.19% of the issued share capital of GHG). These
acceptances, when aggregated with GCAP's existing interest in GHG,
will result in GCAP holding 123,557,949 GHG Shares (representing
93.83% of the issued share capital of GHG).
The percentages of GHG Shares referred to in this announcement
are based upon a figure of 131,681,820 GHG Shares in issue at close
of business on 29 June 2020.
Extension of Offer
The Offer has been extended to 1:00 pm (London Time) on 16 July
2020.
The Offer remains subject to the other conditions set out in
Part A of Appendix 1 of the Offer Document from GCAP dated 11 June
2020, which include, amongst others, the GCAP Resolutions to
approve and implement the Offer being duly passed at a general
meeting of GCAP, which is being held on 6 July 2020 (or at any
adjournment of that meeting) and acknowledgment from the FCA that
the application for the admission of the New GCAP Shares to the
Official List with a premium listing has been approved.
GHG Shareholders who have not yet accepted the Offer are urged
to do so as soon as possible in accordance with the following
procedures:
-- acceptances of the Offer in respect of certificated GHG
Shares should be made by completing and returning the Form of
Acceptance as soon as possible; and
-- acceptances in respect of uncertificated GHG Shares should be
made electronically through CREST. If you are a CREST sponsored
member, you should refer to your CREST sponsor as only your CREST
sponsor will be able to send the necessary TTE instruction to
Euroclear.
The Offer Document and the Form of Acceptance are available on
GCAP's website at www.georgiacapital.ge and GHG's website at
www.ghg.com.ge. Further copies of the Offer Document and the Form
of Acceptance are available from Computershare at the address set
out in paragraph 3(a) of Part C of Appendix I of the Offer
Document.
Cancellation of GHG's listing
If the Offer becomes or is declared unconditional in all
respects, with sufficient acceptances having been received, GCAP
intends to make an application for the cancellation of the listing
of the GHG Shares on the Official List and for the cancellation of
trading of the GHG Shares on the London Stock Exchange's main
market for listed securities.
Delisting would significantly reduce the liquidity and
marketability of any GHG Shares not assented to the Offer.
It is also intended that, following the Offer becoming or being
declared unconditional in all respects and GHG having been
delisted, GHG will be re-registered as a private company under the
relevant provisions of the Companies Act.
Compulsory acquisition
If GCAP receives acceptances under the Offer in respect of, or
otherwise acquires, 90% or more of the GHG Shares to which the
Offer relates, GCAP will exercise its rights pursuant to the
provisions of Chapter 3 of Part 28 of the Companies Act to acquire
compulsorily the remaining GHG Shares in respect of which the Offer
has not been accepted.
Enquiries
Georgia Capital PLC ir@gcap.ge
Irakli Gilauri, Chairman & CEO
Giorgi Alpaidze, CFO
Numis Securities Limited (Financial Advisor to GCAP) 0207 260 1000
Hugh Jonathan
George Fry
Vicki Paine
Georgia Healthcare Group PLC www.ghg.com.ge
Nikoloz Gamkrelidze
Irakli Gogia
Michael Oliver
Investec Bank plc (Financial Adviser to GHG) 020 7597 5970
Sara Hale
William Godfrey
Tejas Padalkar
Freshfields Bruckhaus Deringer LLP is acting as legal adviser to
Georgia Capital PLC in connection with the Offer. Baker &
McKenzie LLP is acting as legal adviser to Georgia Healthcare Group
PLC in connection with the Offer.
Important notices relating to financial advisers
Numis Securities Limited, which is authorised and regulated in
the United Kingdom by the FCA, is acting as Financial Adviser
exclusively for GCAP and no one else in connection with the matters
set out in this announcement and will not regard any other person
as its client in relation to the matters in this announcement and
will not be responsible to anyone other than GCAP for providing the
protections afforded to clients of Numis, nor for providing advice
in relation to any matter referred to herein.
Further information
This announcement is not intended to and does not constitute, or
form part of, an offer, invitation or the solicitation of an offer
to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the Offer or otherwise,
nor shall there be any sale, issuance or transfer of securities of
GHG in any jurisdiction in contravention of applicable law. The
Offer is being made solely by means of the Offer Document and (in
respect of GHG Shares held in certificated form) the acceptance
forms accompanying the Offer Document, which, together, contain the
full terms and conditions of the Offer including details of how it
may be accepted.
This announcement does not constitute a prospectus or a
prospectus equivalent document.
Overseas jurisdictions
The availability of the Offer to GHG Shareholders who are not
resident in and citizens of the UK may be affected by the laws of
the relevant jurisdictions in which they are located or of which
they are citizens. Persons who are not resident in the UK should
inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions. Further details in
relation to Overseas Shareholders are contained in the Offer
Document.
The release, publication or distribution of this announcement in
or into jurisdictions other than the UK, including the US, may be
restricted by law and therefore any persons who are subject to the
law of any jurisdiction other than the UK should inform themselves
about, and observe, any applicable requirements. Any failure to
comply with the applicable restrictions may constitute a violation
of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons
involved in the Offer disclaim any responsibility or liability for
the violation of such restrictions by any person. This announcement
has been prepared for the purposes of complying with English law
and the Code and the information disclosed may not be the same as
that which would have been disclosed if this announcement had been
prepared in accordance with the laws of jurisdictions outside of
England.
The Offer is not being made, directly or indirectly, in, into or
from any Restricted Jurisdiction, including the US, or any other
jurisdiction where to do so would violate the laws in that
jurisdiction. Accordingly, copies of this announcement and formal
documentation relating to the Offer have not be and must not be,
mailed or otherwise forwarded, distributed or sent in, into or from
any Restricted Jurisdiction (including the US) or any other
jurisdiction where to do so would violate the laws of that
jurisdiction.
Further details in relation to GHG Shareholders in overseas
jurisdictions are contained in the Offer Document.
Notice to US Offeree Shareholders
This announcement is not intended to, and does not, constitute
or form part of any offer or invitation to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any
securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the offer or otherwise. The Offer is made
solely through the Offer Document, which contains the full terms
and conditions of the Offer, including details of how the Offer may
be accepted. Any acceptance or other response to the Offer should
be made only on the basis of the information in the Offer
Document.
The Offer relates to the shares of a UK company and is subject
to UK procedural and disclosure requirements that are different
from certain of those of the US. Any financial statements or other
financial information included in this announcement may have been
prepared in accordance with non-US accounting standards that may
not be comparable to the financial statements of US companies or
companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the US. It may be
difficult for US holders of shares to enforce their rights and any
claims they may have arising under the US federal securities laws
in connection with the Offer, since GCAP and GHG are located in
countries other than the US, and some or all of their officers and
directors may be residents of countries other than the United
States. US holders of shares in GCAP or GHG may not be able to sue
GCAP, GHG or their respective officers or directors in a non-US
court for violations of US securities laws. Further, it may be
difficult to compel GCAP, GHG and their respective affiliates to
subject themselves to the jurisdiction or judgment of a US
court.
The Offer is being implemented by way of a takeover offer under
English law. Accordingly, the Offer is being made in the US
pursuant to Section 14(e) and Regulation 14E under the US Exchange
Act as a "Tier II" tender offer, and otherwise in accordance with
the requirements of the Code. Accordingly, the Offer is subject to
disclosure and other procedural requirements, including with
respect to withdrawal rights, offer timetable, settlement
procedures and timing of payments that may be different from those
applicable under US domestic tender offer procedures and law. A
person who receives New GCAP Shares pursuant to the Offer may not
resell such securities without registration under the US Securities
Act or without an applicable exemption from registration or unless
in a transaction not subject to registration (including a
transaction that satisfies the applicable requirements of
Regulation S under the US Securities Act).
This announcement does not constitute an offer of securities for
sale in the US. Securities may not be offered or sold in the United
States absent registration or an exemption from registration. GCAP
does not intend to make a public offering of securities in the US,
but if undertaken any such public offering would need to be made by
means of a prospectus that would contain detailed information about
the company and management, as well as financial statements. No
offer to acquire securities or to exchange securities for other
securities has been made, or will be made, directly or indirectly,
in or into, or by use of the mails, any means or instrumentality of
interstate or foreign commerce or any facilities of a national
securities exchange of, the US or any other country in which such
offer may not be made other than (i) in accordance with the US
Securities Act, as amended, or the securities laws of such other
country, as the case may be, or (ii) pursuant to an available
exemption from such requirements. In particular, New GCAP Shares
will only be made available in the United States to qualified
institutional buyers (as defined in Rule 144A under the US
Securities Act) or accredited investors (as defined in Rule 501(a)
under the US Securities Act) in transactions that are exempt from
the registration requirements of the US Securities Act. Such
shareholders will be required to make such acknowledgements and
representations to, and agreements with, GCAP as GCAP may require
to establish that they are entitled to receive New GCAP Shares.
Nothing in this announcement shall be deemed an acknowledgement
that any SEC filing is required or that an offer requiring
registration under the US Securities Act may ever occur in
connection with the Offer.
The New GCAP Shares have not been, and will not be, registered
under the securities laws of any state or jurisdiction in the
United States and, accordingly, will only be issued to the extent
that exemptions from the registration or qualification requirements
of state "blue sky" securities laws are available, or such
registration or qualification requirements have been complied
with.
US investors should closely read paragraph 12 of Part II, as
well as paragraphs 7 and 8 of Part C of Appendix I, of the Offer
Document, for further details. In particular, US investors should
note that once the Offer is declared unconditional in all respects,
GCAP will accept all GHG Shares that have by that time been validly
tendered in acceptance of the Offer and will, in accordance with
the City Code, settle the relevant consideration for all such
accepted GHG Shares within 14 calendar days of such date, rather
than the three trading days that US investors may be accustomed to
in US domestic tender offers. Similarly, if the Offer is terminated
or withdrawn, all documents of title will be returned to
shareholders within 14 calendar days of such termination or
withdrawal.
The receipt of GCAP Shares pursuant to the Offer by a US GHG
Shareholder should qualify as a tax-free reorganization under
section 368(a)(1)(B) of the US Internal Revenue Code of 1986, as
amended provided that (i) following completion of the Offer, GCAP
owns at least 80% of the voting power of all voting equity
securities of GHG and at least 80% of each other class of equity
security of GHG and (ii) GCAP has not and does not, in connection
with the Offer, acquire any equity security for consideration other
than GCAP voting stock. Assuming the receipt of GCAP Shares
pursuant to the Offer by a US GHG Shareholder should qualify as a
tax-free reorganization, for US federal income tax purposes, a US
GHG Shareholder (i) should not recognise any income, gain or loss
upon the receipt of GCAP Shares, (ii) should have an adjusted tax
basis in the GCAP Shares equal to such US GHG Shareholder's
adjusted tax basis of the GHG Shares surrendered in exchange for
the GCAP Shares and (iii) should have a holding period for the GCAP
Shares that includes the period during which the US GHG Shareholder
held the GHG Shares in respect of which the GCAP Shares have been
received. A US GHG Shareholder that acquired GHG Shares at
different times and at different prices will be required to
calculate a separate tax basis and holding period for each block of
GHG Shares and then allocate that basis separately to the
corresponding number of GCAP Shares received in the Offer. A US GHG
Shareholder that will own at least 5% of the total voting power of
all voting equity securities of GCAP or the total value of all
equity securities of GCAP immediately after the receipt of GCAP
Shares pursuant to the Offer (including any equity securities of
GCAP owned previously) may be required to recognise gain unless
such US GHG Shareholder enters into a gain recognition agreement
with the US Internal Revenue Service. A US GHG Shareholder will
recognise gain or loss on any fractional entitlements to New GCAP
Shares. For the purpose of recognising such gain or loss, a US GHG
Shareholder that receives foreign currency in lieu of any
fractional entitlements to New GCAP Shares will realise an amount
equal to the US dollar value of the foreign currency at the spot
rate of exchange on the date the foreign currency is received. If
no amount is received, because such US GHG Shareholder's individual
entitlement is less than GBP5.00, the amount deemed realised will
be nil. If the receipt of GCAP Shares
pursuant to the Offer by a US GHG Shareholder does not qualify
as a tax-free reorganization, a US GHG Shareholder generally would
recognise gain or loss on the receipt of GCAP Shares. Each US GHG
Shareholder is urged to consult his or her independent professional
advisor immediately regarding the US federal income tax
consequences of acceptance of the Offer.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) under the US Exchange Act, GCAP or its nominees, or its
brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, GHG Shares outside the
United States, other than pursuant to the Offer, before or during
the period in which the Offer remains open for acceptance. Also, in
accordance with Rule 14e5(b) under the US Exchange Act, Numis will
continue to act as an exempt principal trader in GHG Shares on the
London Stock Exchange. These purchases may occur either in the open
market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases will be
disclosed as required in the UK, will be reported to a Regulatory
Information Service and will be available on the London Stock
Exchange website, www.londonstockexchange.com .
Forward looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Offer, and other information published by GCAP and GHG contain
statements which are, or may be deemed to be, "forward-looking
statements". Forward-looking statements are prospective in nature
and are not based on historical facts, but rather on current
expectations and projections of the management of GCAP and GHG
about future events, and are therefore subject to risks and
uncertainties which could cause actual results to differ materially
from the future results expressed or implied by the forward-looking
statements. The forward-looking statements contained in this
announcement include statements relating to the expected effects of
the Offer on GCAP and GHG, the expected timing and scope of the
Offer and other statements other than historical facts. Often, but
not always, forward-looking statements can be identified by the use
of forward-looking words such as "plans", "expects" or "does not
expect", "is expected", "is subject to", "budget", "scheduled",
"estimates", "forecasts", "intends", "anticipates" or "does not
anticipate", or "believes", or variations of such words and phrases
or statements that certain actions, events or results "may",
"could", "should", "would", "might" or "will" be taken, occur or be
achieved. Although GCAP and GHG believe that the expectations
reflected in such forward-looking statements are reasonable, GCAP
and GHG can give no assurance that such expectations will prove to
be correct. By their nature, forward-looking statements involve
risk and uncertainty because they relate to events and depend on
circumstances that will occur in the future. There are a number of
factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking
statements. These factors include the satisfaction of the
Conditions, as well as additional factors, such as fluctuations in
the capital markets; fluctuations in interest and exchange rates;
increased regulation or regulatory scrutiny; the occurrence of
unforeseen disasters or catastrophes; political or economic
instability in principal markets; adverse outcomes in litigation;
and general, local and global economic, political, business and
market conditions. Other unknown or unpredictable factors could
cause actual results to differ materially from those in the
forward-looking statements. Such forward-looking statements should
therefore be construed in the light of such factors. Neither GCAP
nor GHG, nor any of their respective associates or directors,
officers or advisers, provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in
any forward-looking statements in this announcement will actually
occur. You are cautioned not to place undue reliance on these
forward-looking statements. Other than in accordance with their
legal or regulatory obligations (including under the UK Listing
Rules and the Disclosure Guidance and Transparency Rules of the
FCA), neither GCAP or GHG is under any obligation, and GCAP and GHG
expressly disclaim any intention or obligation, to update or revise
any forward-looking statements, whether as a result of new
information, future events or otherwise.
Dealing disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the Offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10(th) business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10(th) business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the Offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the Offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the Offeree
company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an Offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the Offeree
company and by any offeror and Dealing Disclosures must also be
made by the Offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the GHG and GCAP companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk ,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on website and hard copies
A copy of this announcement and the documents required to be
published by Rule 26 of the Code will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on GCAP's website at www.georgiacapital.ge and GHG's
website at www.ghg.com.ge . For the avoidance of doubt, the
contents of those websites are not incorporated into and do not
form part of this announcement.
Further copies of the Offer Document and the Form of Acceptance
are available from Computershare at the address set out in
paragraph 3(a) of Part C of Appendix I of the Offer Document. If
you have received this announcement in electronic form, copies of
this announcement and any document or information incorporated by
reference into this announcement will not be provided unless such a
request is made.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCZZGGNDZDGGZM
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July 02, 2020 10:27 ET (14:27 GMT)
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