MGP.L Regulatory News (MGP)

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

This announcement is not an offer of securities for sale in the United States or any other jurisdiction. This announcement is an advertisement and not a prospectus. Investors should not subscribe for or purchase any transferable securities referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") published by Medica Group PLC on 16 March 2017 (the "Company" or "Medica" and, together with its subsidiary undertakings, the "Group") in connection with the proposed admission of its ordinary shares to the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the main market for listed securities of the London Stock Exchange plc (the "London Stock Exchange"), (together, "Admission"). Copies of the Prospectus are available for inspection from the Company's registered office, Havelock Place, Havelock Road, Hastings, East Sussex, TN34 1BG and on the Company's website at http://investors.medicagroup.co.uk.

For immediate release

21 March 2017

Medica Group PLC

Admission to the Official List and to trading on the main market of the London Stock Exchange

Dealings commence at 08:00, 21 March 2017

Medica Group PLC (LSE:MGP, "Medica" or the "Company" and, together with its subsidiary undertakings, the "Group"), the UK market leader by revenue in the provision of teleradiology services, is pleased to announce that 111,111,114 ordinary shares of 0.2 pence each in the capital of the Company ("Ordinary Shares") have today been admitted to the premium listing segment of the Official List of the Financial Conduct Authority ("FCA") and to trading on the main market of the London Stock Exchange. The Offer raised gross proceeds of £121 million at the Offer Price of 135 pence per Ordinary Share. Dealings will commence at 8.00 a.m. today under the TIDM "MGP" with ISIN number of GB00BYV24996.

In connection with the All Employee IPO Award, employees have taken up awards in respect of 150,584 Ordinary Shares in aggregate (representing £203,288.40 at the Offer Price); accordingly, in order to satisfy such awards, CBPE Nominees Limited has today transferred 150,584 Ordinary Shares to the trustee of the Medica EBT against payment by the trustee of the Offer Price in respect of each Ordinary Share so transferred.

The total number of issued Ordinary Shares as at the date of this announcement is 111,111,114. The Company does not hold any shares in treasury. Therefore, the total voting rights in the Company is 111,111,114. This figure may be used by shareholders as the denominator for the calculations by which they may determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Capitalised terms used in the Prospectus have the same meanings in this announcement, unless the context provides otherwise.

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Important Notices

Neither this announcement nor any copy of it may be taken or transmitted, published or distributed, directly or indirectly, in, into or from the United States of America (including its territories and possessions, any state of the United States and the District of Columbia (the "United States" or the "US")), Australia, Canada, Japan or the Republic of South Africa or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction (each a "Restricted Jurisdiction"). Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, Japanese or South African securities laws.

This announcement does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or other securities in any Restricted Jurisdiction. The Offer and the distribution of this announcement and other information in connection with the Offer and Admission in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Neither this announcement nor any part of it nor the fact of its distribution shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

The Ordinary Shares referred to in this Announcement have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act") or under the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or transferred within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. The Ordinary Shares have not been and will not be approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Offer or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

Any subscription for or purchase of Ordinary Shares in the Offer has been made solely on the basis of the information contained in the Prospectus published by the Company in connection with Admission. The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed for any purposes whatsoever on the information contained in this announcement or its accuracy, completeness or fairness. The information in this announcement is subject to change. However, the Company does not undertake to provide the recipient of this announcement with any additional information, or to update this announcement or to correct any inaccuracies, save where required by applicable law or regulation. This announcement has not been approved by any competent regulatory authority.

In connection with the Offer, Investec and any of its affiliates, acting as investors for their own accounts, may subscribe for or purchase Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of the Company or related investments in connection with the Offer or otherwise. Accordingly, references in the Prospectus to the Ordinary Shares being offered, subscribed, acquired, placed or otherwise dealt in should be read as including any offer to, or subscription, acquisition, placing or dealing by Investec and any of its affiliates acting as investors for their own accounts. In addition, Investec or its affiliates may enter into financing arrangements and swaps in connection with which it or its affiliates may from time to time acquire, hold or dispose of Ordinary Shares. Investec has no intention to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

Investec which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom is acting exclusively for the Company and no one else in connection with the Offer and Admission, and Investec will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Offer or any other matters referred to in this announcement.

Neither Investec, nor any of its subsidiary undertakings, affiliates or any of its directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions contained in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith and any liability therefor is expressly disclaimed.

The price of the Ordinary Shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the Ordinary Shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.