4 May 2020 17:30
Replacement for RNS 0457L released at 7:00am on 28 April 2020
Changes to section 3a), 3c) and 3d)
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser: | Georgia Healthcare Group PLC |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named. | N/A |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | Georgia Capital PLC |
(d) Is the discloser the offeror or the offeree? | OFFEREE |
(e) Date position held: The latest practicable date prior to the disclosure | 23 April 2020 |
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state "N/A" | Yes, in relation to the relevant securities of the offerree, Georgia Healthcare Group PLC.
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2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates
Class of relevant security:
| Ordinary shares of 1 penny in Georgia Capital PLC | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | Nil | Nil | ||
(2) Cash-settled derivatives:
| Nil | Nil | ||
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | Nil | Nil | ||
TOTAL: | Nil | Nil | ||
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription right exists: | N/A |
Details, including nature of the rights concerned and relevant percentages: | N/A |
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:
a) Interests of the directors of Georgia Healthcare Group PLC in the ordinary shares of 1 penny each held directly in Georgia Capital PLC
| ||
Director | Number of ordinary shares held directly | % of total issued share capital of Georgia Capital PLC |
Nikoloz Gamkrelidze | 87,804 | 0.22% |
Bill Huyett | 500 | 0.01% |
Fabian Blank | 400 | 0.01% |
b) Interests of the directors of Georgia Healthcare Group PLC subsidiaries in the ordinary shares of 1 penny each held directly in Georgia Capital PLC
| ||
Director | Number of ordinary shares held directly | % of total issued share capital of Georgia Capital PLC |
Irakli Gogia | 5,000 | 0.01% |
Enriko Beridze | 49,232 | 0.12% |
Mikheil Abramidze | 9,111 | 0.02% |
c) Nil cost options of the directors of Georgia Healthcare Group PLC over the ordinary shares of 1 penny each in Georgia Capital PLC held through Georgia Capital PLC's share plan
| ||||
Director | Number | Award date | Vesting Dates
| % of total issued share capital of Georgia Capital PLC |
Nikoloz Gamkrelidze | 27,000 | 2 March 2016 | 1 January 2020- 1 January 2021
| 0.07% |
d) Nil cost options of the directors of Georgia Healthcare Group PLC subsidiaries over the ordinary shares of 1 penny each in Georgia Capital PLC held through Georgia Capital PLC's share plan
| |||
Director | Number | Vesting date
| % of total issued share capital of Georgia Capital PLC |
Enriko Beridze | 11,213 | 13 December 2020 | 0.03% |
11,213 | 13 December 2021 | 0.03% | |
11,214 | 13 December 2022 | 0.03% | |
All nil cost options disclosed in tables 3c) and 3d) above are subject to a ten year exercise period from the date of grant.
e) Interests of persons closely associated to directors of Georgia Healthcare Group PLC in the ordinary shares of 1 penny each in Georgia Capital PLC
| ||
Director | Number of ordinary shares held directly | % of total issued share capital of Georgia Capital PLC |
Bill Huyett | 6,500 | 0.01% |
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none" |
None
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(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none" |
None
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(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) | NO |
Supplemental Form 8 (SBL) | NO |
| Date of disclosure: | 4 May 2020 |
| Contact name: | Michael Oliver |
| Telephone number: | 07801472268 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.
The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.