4 Jul 2023 12:37
4 July 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
Medica Group Plc
Issue of Equity and Rule 2.9 Announcement
Medica Group PLC (LSE:MGP, "Medica" or the "Company"), the UK market leader in the provision of teleradiology services, has allotted and issued 3,334,025 ordinary shares of 0.2 pence each in the capital of the Company ("New Ordinary Shares"). The New Ordinary Shares were issued to the trustee of the Company's Employee Benefit Trust and will be used to satisfy the exercise of Medica Options pursuant to the terms of the Medica Share Plans, including on or after the sanction by the High Court of Justice in England and Wales of the recommended all-cash offer by Moonlight Bidco Limited ("Bidco"), a newly incorporated wholly owned subsidiary of funds advised by IK Investment Partners Limited, for the entire issued and to be issued ordinary share capital of the Company, to be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"), which occurred on 4 July 2023.
The circular in relation to the Scheme (the "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. All references to times in this announcement are to London time, unless otherwise stated.
Applications have been made for admission of the New Ordinary Shares to the premium listing segment of the Official List of the Financial Conduct Authority of the United Kingdom (the "FCA") and to trading on the London Stock Exchange plc's (the "London Stock Exchange") main market for listed securities (together, "Admission"). It is expected that Admission will become effective and that dealings will commence in the New Ordinary Shares at 8.00 a.m. on 5 July 2023. The New Ordinary Shares will rank pari passu with the existing ordinary shares in issue.
In accordance with Rule 2.9 of the Takeover Code, the Company confirms that following Admission, the Company will have 126,483,063 ordinary shares of 0.2 pence each in issue. There are no ordinary shares held in treasury. Therefore, the Company hereby confirms that, following Admission, the total number of voting rights in the Company will be 126,483,063. This figure may be used by shareholders as the denominator for the calculations by which they will 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.
The International Securities Identification Number for Medica ordinary shares is GB00BYV24996.
In accordance with the terms of the Scheme Document, applications have been made to the FCA and the London Stock Exchange in relation to 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, which is expected to take place at 7:30 a.m. on 7 July 2023.
Enquiries:
Medica +44 (0)33 33 111 222 Stuart Quin, Chief Executive OfficerRichard Jones, Chief Financial Officer
Evercore (Lead Financial Adviser to Medica) +44 (0)20 7653 6000Julian OakleySimon ElliottHarrison George
Liberum (Joint Financial Adviser and Joint Broker to Medica) +44 (0) 20 3100 2000Phil WalkerMark HarrisonRichard Lindley
Numis (Joint Financial Adviser and Joint Broker to Medica) +44 (0) 20 7260 1000Freddie BarnfieldDuncan MonteithEuan Brown
FTI Consulting (Public Relations Adviser to Medica) +44 (0) 20 3727 1000Ben AtwellVictoria Foster MitchellSam Purewalmedicagroupplc@fticonsulting.com
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.
Evercore Partners International LLP ("Evercore"), which is authorised and regulated by the Financial Conduct Authority in the UK, is acting exclusively as financial adviser to Medica and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Medica for providing the protections afforded to clients of Evercore nor for providing advice in connection with the matters referred to herein. Neither Evercore nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Evercore in connection with this announcement, any statement contained herein, any offer or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by the Financial Services and Markets Act 2000, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with Medica or the matters described in this document. To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement, or any statement contained herein.
Liberum Capital Limited ("Liberum"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Medica and no one else in connection with the Acquisition and will not be responsible to anyone other than Medica for providing the protections afforded to clients of Liberum Capital Limited nor for providing advice in relation to the Acquisition or any other matters referred to in this Announcement. Neither Liberum Capital Limited nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Liberum Capital Limited in connection with this Announcement, any statement contained herein or otherwise.
Numis Securities Limited ("Numis"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Medica and for no one else in connection with the Acquisition and/or any other matter referred to in this Announcement and will not be responsible to anyone other than Medica for providing the protections afforded to its clients or for providing advice in relation to the Acquisition, the contents of this Announcement, or another other matters referred to in this Announcement. Neither Numis nor any of its subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Numis in connection with this Announcement, any statement or other matter or arrangement referred to herein or otherwise.
The person responsible for arranging for the release of this announcement on behalf of Medica is Richard Jones, Chief Financial Officer.
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
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 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th 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 offeree and offeror 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.