MGP.L Regulatory News (MGP)

30 June 2022

Medica Group Plc

AGM Statement

Medica Group Plc (LSE:MGP, "Medica" or the "Company"), an international provider of high-quality telemedicine services, is holding its 2023 annual general meeting ("AGM") at 10.30am today at the offices of DLA Piper, 160 Aldersgate Street, London EC1A 4HT.

Due to the expectation that the recommended cash acquisition¹ for the Company by Moonlight Bidco Limited (a newly incorporated wholly owned subsidiary of funds advised by IK Investment Partners Limited) ("Bidco") will become effective on 6 July 2023, the Board has decided that the resolution to declare a final dividend for the year ended 31 December 2022 of 1.88 pence per share (Resolution 3) ("2022 Final Dividend") should be withdrawn and will not be presented to the AGM. This will ensure shareholders receive 212 pence per share in full without any reduction in respect of the previously proposed 2022 Final Dividend as opposed to two separate payments and in accordance with the terms of the recommended cash acquisition (once effected). In addition, no trading update and no new information will be presented at the AGM.

The withdrawal of Resolution 3 does not otherwise affect the validity of the notice of AGM (which was posted or made available to shareholders on 2 June 2023), the proxy form or any proxy votes already submitted on other proposed resolutions. The numbering of all other proposed resolutions at the AGM will remain unchanged.

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¹ About the recommended cash acquisition

· On 24 April 2023, Medica announced that it had reached agreement with Bidco on the terms and conditions of a recommended all cash offer by Bidco for the entire issued and to be issued ordinary share capital of Medica ("Acquisition") to be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 ("Scheme").

· The circular in relation to the Scheme ("Scheme Document") was published on 12 May 2023. Defined terms used but not defined in this announcement have the meanings set out in the Scheme Document.

· As set out in the Scheme Document, Bidco reserved the right to reduce the consideration of 212 pence for each Scheme Share by an amount equal to the aggregate amount of any dividend (or distribution or other return of value) announced, declared, made, paid or becoming payable by the Company in respect of Medica Shares prior to the Effective Date (including the 2022 Final Dividend).

· Under the terms of the Acquisition and subject to the Scheme becoming Effective, Scheme Shareholders on the register of members of Medica at the Scheme Record Time, being 6.00 pm on 5 July 2023, will be entitled to receive 212 pence in cash for each Scheme Share held.

· As previously announced on 9 June 2023, the Scheme has been approved by the requisite majority of Scheme Shareholders at the Court Meeting and the Resolutions in connection with the implementation of the Scheme have been passed by the requisite majority of Medica Shareholders at the General Meeting on 9 June 2023.

· The Scheme remains subject to the sanction by the Court at the Sanction Hearing which is expected to take place on 4 July 2023 and the satisfaction (or, where applicable, the waiver) of the other Conditions to the Scheme (as set out in the Scheme Document).

· Medica expects that, subject to the Scheme receiving the sanction of the Court, the filing of the Court Order with the Registrar of Companies and the satisfaction (or, where applicable, waiver) of the Conditions, the Scheme will become Effective on 6 July 2023.

· Trading in Medica Shares on the London Stock Exchange's Main Market is expected to be suspended with effect from 7.30 am on 6 July 2023 and the de-listing of Medica Shares from the premium listing segment of the Official List and the cancellation of the admission to trading of Medica Shares on the London Stock Exchange's Main Market for listed securities is expected to take place at 7.30 am on 7 July 2023.

About Medica Group PLC

Medica (LSE:MGP) is an international provider of high-quality telemedicine services. It is the market leader in teleradiology in the UK and Ireland, working with more than 100 NHS Trusts and HSE hospitals in Ireland, in addition to private hospitals, insurance groups and diagnostic imaging companies. Its network of consultant radiologists, radiographers and specialist doctors interpret and report MRI, CT, ultrasound and X-ray images on behalf of healthcare providers, using Medica's bespoke, secure technology platform for fast and responsive delivery. The company's core services include NightHawk, an urgent, out-of-hours offering available to clients 24/7 with dedicated pathways for stroke and major trauma, and Elective, for routine reporting.

In Ireland, Medica carries out patient scanning, as well as reporting, and runs a diabetic retinopathy screening programme for the National Screening Service. Through its US business, RadMD, Medica provides global pharmaceutical and biotech companies, as well as contract research organisations with specialist imaging services for clinical trials.

For more information please visit: www.medicagroupplc.com