MGP.L Regulatory News (MGP)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

24 April 2023

RECOMMENDED CASH ACQUISITIONOFMEDICA group PLCBYmoonlight BIDCO LIMITED a newly incorporated wholly-owned subsidiary of funds advised byIK INVESTMENT PARTNERS LIMITED

to be implemented by means of a Scheme of Arrangementunder Part 26 of the Companies Act 2006

Summary

· The boards of Moonlight Bidco Limited ("Bidco") and Medica Group plc ("Medica") are pleased to announce that they have reached agreement 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 (the "Acquisition"). The Acquisition is intended to be implemented by means of a scheme of arrangement under Part 26 of the Companies Act.

· Under the terms of the Acquisition, each Medica Shareholder will be entitled to receive:

for each Medica Share: 212 pence in cash

· The Acquisition values the entire issued, and to be issued, ordinary share capital of Medica at approximately £269 million.

· The price per Medica Share represents a premium of approximately:

- 32.5 per cent. to the Closing Price of 160.0 pence per Medica Share on 21 April 2023 (being the last Business Day before the date of the commencement of the Offer Period);

- 32.4 per cent. to the volume-weighted average price of 160.1 pence per Medica Share for the three-month period ended 21 April 2023; and

- 50.0 per cent. to the volume-weighted average price of 141.3 pence per Medica Share for the six-month period ended 21 April 2023.

· If any dividend, distribution and/or return of value is proposed, authorised, declared, made or paid or becomes payable in respect of Medica Shares on or after the date of this Announcement and before the Effective Date (including the 2022 Final Dividend), Bidco reserves the right to reduce the Consideration by the amount of any such dividend, distribution and/or other return of value.

Information on Bidco, IK and IK Partners

· Bidco is a private company limited by shares registered in England and Wales and incorporated on 14 April 2023 with company number 14801401. Bidco was formed for the purposes of the Acquisition and has not traded since its date of incorporation, nor has it entered into any obligations other than in connection with the Acquisition.

· Bidco is indirectly owned by funds advised by IK.

· Since its inception in 1989, IK Partners has initiated, structured, and financed over 170 private equity transactions across Europe, completed over 400 add-on acquisitions, and raised c. EUR 14 billion of capital. IK Partners continues to be one of Europe's most active private equity firms, having made 33 platform investments since January 2021. IK Partners has 7 offices across Europe, as well as an office in the USA, with over 185 employees across the group. IK Partners seeks to provide support to its portfolio companies to accelerate growth.

· IK Partners has a well-established track record of investing in successful companies across the Healthcare sector. To date, IK Partners has invested in 23 healthcare companies across Europe, for which it has deployed approximately EUR 2.1 billion of capital.

Information on Medica

· Medica is an international provider of high-quality telemedicine services and a market leading teleradiology provider in the UK and Ireland. In the UK and Ireland, Medica provides outsourced interpretation and reporting of acute and non-acute MRI (magnetic resonance imaging), CT (computerised tomography), ultrasound and plain film (x-ray) images to more than 100 NHS Trusts in the UK, the Irish HSE, private hospitals and insurance groups, as well as diagnostic imaging companies. Medica also manages diabetic retinopathy screening on behalf of the National Screening Service in Ireland.

· Through its subsidiary in the United States, RadMD, Medica provides pharmaceutical and biotech clients and contract research organisations (CROs) with high quality imaging services for clinical trials. RadMD has contributed to over 500 international clinical trials, in all phases of clinical research from proof of concept to phase III and has specific expertise in oncology, as well as a wider range of therapeutic areas.

· Founded in 2004, Medica is listed on the Premium Segment of the Official List and was admitted to trading on the Main Market of the London Stock Exchange in 2017. Medica is headquartered in Hastings, United Kingdom and currently employs over 400 people globally with operations in the United Kingdom, Ireland, the United States of America and Australia.

Background to and reasons for the Acquisition

· Bidco considers Medica to be a high-quality business that is a leader in the global teleradiology and wider imaging diagnostics sector, playing an important role in providing high-quality diagnostic information and reports for its customers. Bidco has a high degree of respect for the management team of Medica and the strategy they have implemented and believes that Medica represents a compelling investment opportunity to acquire a leading player in the global teleradiology and wider imaging diagnostics marketplace. Medica has a long-standing reputation for superior quality of teleradiology reporting, a compelling and differentiated proposition for radiologists, strong customer advocacy and consistent reliability of the services that it offers.

· Over the past few years, Medica has begun to diversify and internationalise the range of services that it offers. Bidco believes that Medica is better able to achieve its full potential in a private market setting enabled by the acceleration of investment in growth. Underpinned by best-in-class clinical governance, a strong focus on customer service and quality, coupled with further investment in its technology platform, Bidco considers that as a private company Medica will be better able to:

- contribute as a key partner for its teleradiology customers to help them meet the challenges they face due to the significant demand and backlog for diagnostic imaging against the backdrop of a structural shortage of radiologists;

- accelerate, both organically and through M&A, growth in specialist imaging services to the Contract Research sector globally; and

- accelerate the opportunity for growth within digital telepathology and broader telemedicine services for existing and new customers.

Recommendation

· Following careful consideration, the Directors of Medica have concluded that the terms of the Acquisition reflect the strength of Medica's business, team and its prospects, whilst providing shareholders the opportunity to realise the value of their holdings today in cash in full at a meaningful premium to recent trading and at a value that reflects the future growth potential of the business.

· The Directors of Medica have taken all relevant factors into account in considering the terms of the Acquisition, including discussions held with strategic and financial parties following unsolicited inbound interest.

· The Medica Directors, who have been so advised by Evercore as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice, Evercore has taken into account the commercial assessments of the Medica Directors. Evercore is providing independent financial advice to the Medica Directors for the purposes of Rule 3 of the Takeover Code.

· Accordingly, the Medica Directors confirm that they intend to recommend unanimously that Medica Shareholders vote or procure votes to approve the Scheme at the Court Meeting and to vote or procure votes in favour of the Resolutions to be proposed at the General Meeting, as they have irrevocably undertaken to do (or procure to be done) in respect of their own holdings over which they have control, being, in aggregate, 211,411 Medica Shares representing approximately 0.2 per cent. of the ordinary share capital of Medica in issue as at the Latest Practicable Date.

Irrevocable undertakings

· In addition to the irrevocable undertakings given by the Medica Directors, Bidco has also received irrevocable undertakings from certain Medica Shareholders to vote or procure votes to approve the Scheme at the Court Meeting and to vote or procure votes in favour of the Resolutions to be proposed at the General Meeting.

· On 21 April 2023 (being the Latest Practicable Date) these irrevocable undertakings together represented, in aggregate, 24,356,663 Medica Shares representing approximately 19.9 per cent. of the ordinary share capital of Medica in issue as at the Latest Practicable Date.

· Bidco has, therefore, received irrevocable undertakings in respect of a total of 24,568,074 Medica Shares representing, in aggregate, approximately 20.0 per cent. of the existing issued share capital of Medica on the Latest Practicable Date.

· Full details of the irrevocable undertakings, including the terms under which they cease to be binding, are set out in Appendix 3 to this Announcement.

Timetable and Conditions

· It is intended that the Acquisition will be implemented by means of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act (although Bidco reserves the right to effect the Acquisition by way of a Takeover Offer, subject to the consent of the Panel and the terms of the Co-operation Agreement).

· The terms of the Acquisition will be put to Medica Shareholders at the Court Meeting and the General Meeting. The Court Meeting and the General Meeting are required to enable Medica Shareholders to consider, and if thought fit, vote in favour of the Scheme and the Resolutions to implement the Scheme. In order to become Effective, the Scheme must be approved by a majority in number of Scheme Shareholders, present and voting at the Court Meeting (and entitled to vote), whether in person or by proxy, representing at least 75 per cent. in value of the Scheme Shares held by those Scheme Shareholders who have voted. In addition, at the General Meeting the Resolutions must each be passed by Medica Shareholders representing at least 75 per cent. of the votes validly cast on such Resolutions, whether in person or by proxy. The General Meeting is expected to be held immediately after the Court Meeting.

· The Scheme will also need to be sanctioned by the Court. Finally, a copy of the Court Order must be delivered to the Registrar of Companies for registration, upon which the Scheme will become Effective.

· The Acquisition will be made in accordance with the Takeover Code and on the terms and subject to the Conditions set out in Appendix 1 to this Announcement. Full details of the Acquisition will be set out in the Scheme Document.

· It is expected that the Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and the General Meeting, together with the associated forms of proxy, will be posted to Medica Shareholders within 28 days of this Announcement (or such later time as Medica, Bidco and the Panel agree) and the Meetings are expected to be held shortly thereafter.

· The Acquisition is currently expected to become Effective around the end of Q2 2023, subject to the satisfaction (or, where applicable, waiver) of the Conditions and further terms set out in Appendix 1 to this Announcement. An expected timetable of key events relating to the Acquisition will be provided in the Scheme Document.

Comments on the Acquisition

· Commenting on the Acquisition, Roy Davis, Chairman of Medica, said:

"Since its establishment in 2004, Medica has become the UK's market leading teleradiology player and a trusted partner to over half of NHS hospital organisations, as well as providing a range of imaging services from our more recent, high growth businesses in Ireland and the United States. Medica has made significant progress delivering against its strategy to diversify and scale the business alongside investments in our technology platform and reporter capacity which position us to compete strongly in a highly competitive market.

The Board of Medica believes that the offer from Bidco represents an attractive and certain value in cash today for Medica shareholders which reflects our reputation as a leading, high-quality teleradiology and wider telemedicine provider with a compelling service offering. The Board of Medica believes that IK Partners is a strong and credible partner for the business and is well positioned to support its next phase of development, including accelerating investment in the company which will benefit our customers and their patients going forward.

The hard work and outstanding contribution of Medica's management team, employees and its dedicated network of radiologists, radiographers and specialist doctors has made Medica the business it is today. The Board believes that Bidco's plans to continue to invest in the training, development, and expansion of Medica's global employee base will support management's growth plans and the continued provision of essential fast and reliable reporting to support our customers."

· Commenting on the Acquisition, Pete Wilson, Head of IK Partners' UK Mid Cap strategy said:

"We are pleased that the board of Medica has unanimously agreed to recommend the Acquisition of Medica by Bidco.

Medica has a long-established track record of serving customers and, in turn, their patients in telemedicine, across the UK and Ireland in teleradiology and in the US in complex imaging services.

We believe that under Bidco's ownership, Medica will be able to invest further in its people, technology, and new capabilities which will allow it to better serve its customers, healthcare professionals and ultimately, continue to help improve patient outcomes."

This summary should be read in conjunction with, and is subject to, the full text of the following announcement (including its Appendices). The Acquisition will be subject to the Conditions and certain further terms set out in Appendix 1 to this Announcement and to the full terms and conditions which will be set out in the Scheme Document. Appendix 2 to this Announcement contains the sources of information and bases of calculations of certain information contained in this Announcement. Appendix 3 to this Announcement contains a summary of the irrevocable undertakings received by Bidco in relation to this Acquisition. Appendix 4 to this Announcement contains definitions of certain terms and expressions used in this summary and in the following announcement (including its Appendices).

Travers Smith LLP is acting as legal adviser to Bidco and IK. 

DLA Piper UK LLP is acting as legal adviser to Medica.

Disclaimers

Jefferies International Limited ("Jefferies"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA"), is acting exclusively as financial adviser to Bidco and IK and for no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco and IK for providing the protections afforded to clients of Jefferies for providing advice in relation to the Acquisition, the contents of this Announcement or any other matters referred to in this Announcement. Neither Jefferies 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 Jefferies in connection with this Announcement, any statement contained herein or otherwise.

Evercore Partners International LLP ("Evercore"), which is authorised and regulated by the FCA 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 FSMA and successor legislation, 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 Announcement. 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 nor for providing advice in relation to the Acquisition or any other matters referred to in this Announcement. Neither Liberum 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 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.

Further information

This Announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or inducement to sell or an invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or a solicitation of an offer to buy any securities, any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any purchase, sale, issuance or exchange of securities or such solicitation in any jurisdiction in which such offer, solicitation, sale issuance or exchange is unlawful. The Acquisition will be made solely by means of the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document).

This Announcement has been prepared in connection with proposals in relation to a scheme of arrangement pursuant to and for the purpose of complying with English law, the Listing Rules, the Takeover Code, the Market Abuse Regulation (EU 596/2014) (which is part of UK law by virtue of the European Union (Withdrawal) Act 2018) and the Disclosure Guidance and Transparency Rules and 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 England. Nothing in this Announcement should be relied on for any other purpose.

Medica and Bidco will prepare the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document) to be distributed to Medica Shareholders at no cost to them. Medica and Bidco urge Medica Shareholders to read the Scheme Document when it becomes available because it will contain important information relating to the Acquisition.

This Announcement is not an advertisement and does not constitute a prospectus, prospectus equivalent document or an exempted document.

Overseas jurisdictions

The release, publication or distribution of this Announcement in or into certain jurisdictions other than the United Kingdom may be restricted by law and therefore any persons into whose possession this Announcement comes should inform themselves of, and observe, such restrictions. Further details in relation to the Overseas Shareholders will be contained in the Scheme Document. Any failure to comply with any such 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 Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such means from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The Acquisition shall be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the FCA, the Listing Rules and the Registrar of Companies.

Additional information for US investors in Medica

Medica Shareholders in the United States should note that the Acquisition relates to the shares of an English company with a listing on the Main Market and is proposed to be effected by means of a scheme of arrangement under English law. This Announcement, the Scheme Document and certain other documents relating to the Acquisition have been or will be prepared in accordance with English law, the Takeover Code and UK disclosure requirements, format and style, all of which differ from those in the United States. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements of and practices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosure requirements of the United States tender offer and proxy solicitation rules. If, in the future, Bidco exercises the right to implement the Acquisition by way of a Takeover Offer and determines to extend the offer into the United States, the Acquisition will be made in compliance with applicable United States laws and regulations, including any applicable exemptions under the US Exchange Act.

Medica's financial statements, and all financial information that is included in this Announcement, the Scheme Document or any other documents relating to the Acquisition, have been or will be prepared in accordance with UK-adopted international accounting standards and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles.

The receipt of cash pursuant to the Acquisition by a US holder as consideration for the transfer of its Medica Shares pursuant to the Scheme will likely be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each Medica Shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to them, including under applicable United States state and local laws, as well as overseas and other, tax laws.

It may be difficult for US holders to enforce their rights and claims arising out of the US federal securities laws, since Bidco and Medica 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 US. US holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's jurisdiction and judgement.

In accordance with normal UK practice and consistent with Rule 14e-5(b) of the US Exchange Act, (to the extent applicable) Bidco, certain affiliated companies and their nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Medica outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes Effective, lapses or is otherwise withdrawn. If such purchases or arrangements to purchase were to be made they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and comply with applicable law, including the US Exchange Act. Any information about such purchases or arrangements to purchase will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Neither the United States Securities and Exchange Commission nor any US state securities commission has approved or disapproved the Acquisition, passed upon the merits or fairness of the Acquisition or passed any opinion upon the accuracy, adequacy or completeness of this Announcement (nor will it do so in respect of the Scheme Document). Any representation to the contrary is a criminal offence in the United States.

Forward looking statements

This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition, and other information published by Bidco, IK, Medica, any member of the Wider Bidco Group or any member of the Wider Medica Group may 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 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 Acquisition on Bidco, IK, Medica, any member of the Wider Bidco Group or any member of the Wider Medica Group (including their future prospects, developments and strategies), the expected timing and scope of the Acquisition 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 "prepares", "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "projects", "synergy", "strategy", "scheduled", "goal", "estimates", "forecasts", "intends", "cost-saving", "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. Forward looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco's, IK's, Medica's, any member of the Wider Bidco Group's or any member of the Wider Medica Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on Bidco's, IK's, Medica's, any member of the Wider Bidco Group's or any member of the Wider Medica Group's business.

Although Bidco and Medica believe that the expectations reflected in such forward looking statements are reasonable based on information available as at the date of this Announcement, Bidco, IK, Medica, the Wider Bidco Group and the Wider Medica Group 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, but are not limited to: the ability to complete the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions; changes in the global political, economic, business and competitive environments and in market and regulatory forces; changes in future exchange and interest rates; changes in tax rates; future business combinations or disposals; changes in general economic and business conditions; changes in the behaviour of other market participants; the anticipated benefits from the proposed transaction not being realised as a result of changes in general economic and market conditions in the countries in which Bidco, IK, Medica, the Wider Bidco Group and/or the Wider Medica Group operate; weak, volatile or illiquid capital and/or credit markets; changes in the degree of competition in the geographic and business areas in which Bidco, IK, Medica, the Wider Bidco Group and/or the Wider Medica Group operate; and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results to differ materially from those expected, estimated or projected in the forward looking statements. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions proves incorrect, actual results may differ materially from those expected, estimated or projected. Such forward looking statements should therefore be construed in the light of such factors.

Neither Bidco, IK, Medica, the Wider Bidco Group nor the Wider Medica Group, nor any of their respective associates or directors, officers or advisers, provide 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. Given these risks and uncertainties, potential investors are cautioned not to place any reliance on these forward looking statements.

Specifically, statements of estimated cost savings and synergies relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated.

The forward looking statements speak only at the date of this Announcement. All subsequent oral or written forward looking statements attributable to any member of the Wider Bidco Group or the Wider Medica Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.

Other than in accordance with their legal or regulatory obligations, neither Bidco, IK, Medica, the Wider Bidco Group nor the Wider Medica Group is under any obligation to, and each such person expressly disclaims any intention or obligation to, update or revise any forward looking statements, whether as a result of new information, future events or otherwise.

No profit forecasts, estimates or qualified benefits statements

Other than the Medica Profit Forecasts, no statement in this Announcement, or incorporated by reference in this Announcement, is intended as a profit forecast, profit estimate or quantified benefits statement for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for Medica for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Medica.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Publication on website

A copy of this Announcement and the documents required to be published pursuant to Rule 26.1 of the Takeover Code will be available, free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Medica's website at www.medicagroupplc.com/offer and Bidco's website at https://moonlight-offer.com/ by no later than 12.00 p.m. on the Business Day following this Announcement. For the avoidance of doubt, neither the content of Medica's website and Bidco's website is incorporated into, or forms part of, this Announcement.

Information relating to Medica Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Medica Shareholders, persons with information rights, participants in the Medica Share Plans and other relevant persons for the receipt of communications from Medica may be provided to Bidco and IK during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Right to receive documents in hard copy form

Any person entitled to receive a copy of documents, announcements and information relating to the Acquisition is entitled to receive such documents in hard copy form free of charge. For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested. A person may request that all future documents, announcements and information in relation to the Acquisition are sent to them in hard copy form.

In accordance with Rule 30.3 of the Takeover Code, Medica Shareholders, persons with information rights and participants in the Medica Share Plans may request a hard copy of this Announcement by contacting Link Group, Medica's Registrars on +44(0) 371 664 0391. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The Shareholder Helpline is open between 9.00 a.m. and 5.30 p.m., Monday to Friday (excluding public holidays in England and Wales). Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes.

Please note the Shareholder Helpline cannot provide advice on the merits of the Acquisition or the Scheme nor give any financial, investment, legal or tax advice.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. 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 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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 Takeover Code, any person who is, or becomes, interested in 1 per cent. 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 p.m. (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 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.

General

Bidco reserves the right to elect, with the consent of the Panel, and subject to the terms of Co-operation Agreement, to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms or, if Bidco so decides, on such other terms being no less favourable (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendment referred to in Appendix 1 to this Announcement. Upon sufficient acceptances being received in respect of such Takeover Offer, Bidco intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act so as to acquire compulsorily the remaining Medica Shares in respect of which the Takeover Offer has not been accepted.

Investors should be aware that Bidco may purchase Medica Shares otherwise than under any Takeover Offer or the Scheme, including pursuant to privately negotiated purchases.

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.

Rule 2.9

For the purposes of Rule 2.9 of the Takeover Code, Medica confirms that, as at the date of this Announcement, it had in issue 122,633,635 ordinary shares of 0.2p each. Medica holds no shares in treasury. The International Securities Identification Number (ISIN) number of the ordinary shares is GB00BYV24996.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

This announcement contains inside information

FOR IMMEDIATE RELEASE

24 April 2023

RECOMMENDED CASH ACQUISITIONOFMedica group PLCBYMOONLIGHT BIDCO LIMITED a newly incorporated wholly-owned subsidiary of funds advised byIK INVESTMENT PARTNERS LIMITED

to be implemented by means of a Scheme of Arrangementunder Part 26 of the Companies Act 2006

1. Introduction

The boards of Moonlight Bidco Limited ("Bidco") and Medica Group plc ("Medica") are pleased to announce that they have reached agreement 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 (the "Acquisition"). The Acquisition is intended to be implemented by means of a scheme of arrangement under Part 26 of the Companies Act.

2. The Acquisition

Under the terms of the Acquisition, which will be subject to the Conditions and further terms set out in Appendix 1 to this Announcement and the full terms and conditions to be set out in the Scheme Document, each Medica Shareholder will be entitled to receive:

for each Medica Share: 212 pence in cash

The Acquisition values the entire issued, and to be issued, ordinary share capital of Medica at approximately £269 million.

The price per Medica Share represents a premium of approximately:

· 32.5 per cent. to the Closing Price of 160.0 pence per Medica Share on 21 April 2023 (being the last Business Day before the date of the commencement of the Offer Period);

· 32.4 per cent. to the volume-weighted average price of 160.1 pence per Medica Share for the three-month period ended 21 April 2023; and

· 50.0 per cent. to the volume-weighted average price of 141.3 pence per Medica Share for the six-month period ended 21 April 2023.

The Acquisition implies an enterprise value multiple of Medica's underlying EBITDA for FY2022 of 16.6x.

If, prior to the Effective Date, the 2022 Final Dividend is authorised by Medica Shareholders at Medica's 2023 annual general meeting, the Consideration will be reduced by the full amount of such dividend and the relevant eligible Medica Shareholders will be entitled to receive and retain such dividend, and any reference in this Announcement to the Consideration will be deemed to be a reference to the Consideration as so reduced.

If the Effective Date occurs prior to the 2022 Final Dividend being declared by Medica Shareholders at Medica's 2023 annual general meeting, there will be no Final Dividend and no equivalent payment will be made to Medica Shareholders by Bidco.

If any other dividend, distribution and/or return of value is proposed, authorised, declared, made or paid or becomes payable in respect of Medica Shares on or after the date of this Announcement and before the Effective Date, Bidco reserves the right to reduce the Consideration by the amount of any such other dividend, distribution and/or other return of value. If Bidco exercises its right to reduce the Consideration by all or part of the amount of any other dividend, other distribution and/or other return of value, the relevant eligible Medica Shareholders will be entitled to receive and retain such other dividend, distribution and/or other return of value, and any reference in this Announcement to the Consideration will be deemed to be a reference to the Consideration as so reduced.

Any exercise by Bidco of its rights referred to in the above paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Scheme. If and to the extent that any such dividend, distribution and/or other return of value has been declared or announced but not paid or made or is not payable in respect of the Medica Shares prior to the Effective Date or by reference to a record date prior to the Effective Date or such dividend, distribution and/or other return of value is: (i) transferred pursuant to the Acquisition on a basis which entitles Bidco to receive the dividend, other distribution and/or other return of value and to retain it or; (ii) cancelled before payment, the Consideration shall not be subject to change in accordance with the above paragraph.

It is intended that the Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (although Bidco reserves the right to effect the Acquisition by way of a Takeover Offer, subject to the consent of the Panel and the terms of the Co-operation Agreement).

It is expected that the Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and the General Meeting, together with the associated forms of proxy, will be posted to Medica Shareholders within 28 days of this Announcement (or such later time as Medica, Bidco and the Panel agree) and the Meetings are expected to be held shortly thereafter.

The Scheme will also need to be sanctioned by the Court. Finally, a copy of the Court Order must be delivered to the Registrar of Companies for registration, upon which the Scheme will become Effective.

The Acquisition is currently expected to become Effective around the end of Q2 2023, subject to the satisfaction (or, where applicable, waiver) of the Conditions and further terms set out in Appendix 1 to this Announcement. An expected timetable of key events relating to the Acquisition will be provided in the Scheme Document.

The Medica Shares will be acquired fully paid and free from all liens, charges, equitable interests, encumbrances and rights of pre-emption and any other interests of any nature whatsoever and together with all rights attaching thereto.

3. Information on Bidco, IK and IK Partners

Bidco

Bidco is a private company limited by shares registered in England and Wales and incorporated on 14 April 2023 with company number 14801401. Bidco was formed for the purposes of the Acquisition and has not traded since its date of incorporation, nor has it entered into any obligations other than in connection with the Acquisition.

Bidco is indirectly owned by funds advised by IK.

IK and IK Partners

Since its inception in 1989, IK Partners has initiated, structured, and financed over 170 private equity transactions across Europe, completed over 400 add-on acquisitions, and raised c. EUR 14 billion of capital. IK Partners continues to be one of Europe's most active private equity firms, having made 33 platform investments since January 2021. IK Partners has 7 offices across Europe, as well as an office in the USA, with over 185 employees across the group. IK Partners seeks to provide support to its portfolio companies to accelerate growth.

IK Partners has a well-established track record of investing in successful companies across the Healthcare sector. To date, IK Partners has invested in 23 healthcare companies across Europe, for which it has deployed approximately EUR 2.1 billion of capital.

The Acquisition will be funded from IK Partners' EUR 2.85 billion Mid Cap fund, closed in 2020. This vehicle is well-positioned to support Medica, with capacity to meet follow-on capital needs for accretive M&A.

4. Background to and reasons for the Acquisition

Bidco considers Medica to be a high-quality business that is a leader in the global teleradiology and wider imaging diagnostics sector, playing an important role in providing high-quality diagnostic information and reports for its customers. Bidco has a high degree of respect for the management team of Medica and the strategy they have implemented and believes that Medica represents a compelling investment opportunity to acquire a leading player in the global teleradiology and wider imaging diagnostics marketplace. Medica has a long-standing reputation for superior quality of teleradiology reporting, a compelling and differentiated proposition for radiologists, strong customer advocacy and consistent reliability of the services that it offers.

Over the past few years, Medica has begun to diversify and internationalise the range of services that it offers. Bidco believes that Medica is better able to achieve its full potential in a private market setting enabled by the acceleration of investment in growth. Underpinned by best-in-class clinical governance, a strong focus on customer service and quality, coupled with further investment in its technology platform, Bidco considers that as a private company Medica will be better able to:

· contribute as a key partner for its teleradiology customers to help them meet the challenges they face due to the significant demand and backlog for diagnostic imaging against the backdrop of a structural shortage of radiologists;

· accelerate, both organically and through M&A, growth in specialist imaging services to the Contract Research sector globally; and

· accelerate the opportunity for growth within digital telepathology and broader telemedicine services for existing and new customers.

5. Information on Medica

Medica is an international provider of high-quality telemedicine services and a market leading teleradiology provider in the UK and Ireland. In the UK and Ireland, Medica provides outsourced interpretation and reporting of acute and non-acute MRI (magnetic resonance imaging), CT (computerised tomography), ultrasound and plain film (x-ray) images to more than 100 NHS Trusts in the UK, the Irish HSE, private hospitals and insurance groups, as well as diagnostic imaging companies. Medica also manages diabetic retinopathy screening on behalf of the National Screening Service in Ireland.

Through its subsidiary in the United States, RadMD, Medica provides pharmaceutical and biotech clients and contract research organisations (CROs) with high quality imaging services for clinical trials. RadMD has contributed to over 500 international clinical trials, in all phases of clinical research from proof of concept to phase III and has specific expertise in oncology, as well as a wider range of therapeutic areas.

Founded in 2004, Medica is listed on the Premium Segment of the Official List and was admitted to trading on the Main Market of the London Stock Exchange in 2017. Medica is headquartered in Hastings, United Kingdom and currently employs over 400 people globally with operations in the United Kingdom, Ireland, the United States of America and Australia.

6. Background to and reasons for the recommendation

Since its founding in 2004, Medica has successfully grown to become a leading provider of teleradiology services in the UK providing remote radiology reporting to more than 100 NHS Trusts. Medica's acute reporting service, Nighthawk, and non-acute reporting service, Elective, provide healthcare providers with essential capacity to interpret and report MRI, CT and plain film X-ray images to swiftly, reliably and accurately diagnose patients.

Today, Medica is supported by a network of over 750 radiologists, radiographers and specialist doctors across its main business lines of teleradiology reporting and clinical trial image reporting. Medica prides itself on offering a wide range of radiologist sub-specialties available 24/7 to support clients for acute and non-acute reporting, which are supported by a market-leading clinical governance framework. Technology is also central to Medica's operations and, in 2020, Medica launched its "FutureTech" program focused on enhancing the reporting experience for radiologists as well as improving clinical quality and productivity gains to increase radiologist capacity. In February 2022, Medica successfully completed the first phase of FutureTech through the successful implementation of a new Picture Archive and Communication System (PACS). Investment has commenced in the second phase of the FutureTech program to optimise workflows to further improve radiologist productivity and increase reporting capacity. In 2023, Medica also launched the first phase of RadMD's proprietary reader platform.

Under the leadership of the existing management team, Medica has successfully developed and diversified its range of services into new markets through acquisitions and partnerships. In November 2020, Medica acquired Global Diagnostics Ireland Ltd which provides radiology scanning and reporting to the Irish Health Service Executive (HSE), private hospitals and insurance groups, as well as diagnostic imaging companies. Whilst expanding Medica's geographic reach, the acquisition also added a new service area of ophthalmology screening. In March 2021, Medica acquired RadMD LLC, a US-based imaging contract research organisation (iCRO), marking Medica's first investment in the US and accessing a new adjacent growth market providing radiology focused medical imaging services for clinical trials serving pharmaceutical and biotech companies, as well as larger CROs. In early 2023, Medica completed two further small acquisitions of JCA Seminars Ltd, a UK-based international radiologist training provider to complement the existing UK business, and VoxelMetrix LLC, a US acquisition to increase radiologist reader capacity and medical expertise for RadMD to support its growth ambitions. In February 2021, Medica also established MedX, a 50:50 joint venture with Integral Diagnostics Pty to jointly focus on international teleradiology opportunities. MedX recently won its first international teleradiology contract and is focused on further opportunities which will provide geographic diversification outside of Medica's existing core markets. M&A and partnership remains an important element of Medica's strategy to add scale and diversity to its existing business.

The Board also recognises that Medica operates in an increasingly competitive environment. To remain at the forefront of its industry, Medica will need to continue to invest in its people, technology and processes. Furthermore, Medica's inorganic strategy is also an important part of growing and diversifying the company for the future, including adding scale and capability to Medica's recently acquired US iCRO business. Medica's current size makes it challenging to effectively compete for and fund acquisition targets of scale so Medica is therefore restricted to smaller bolt-on acquisitions which impacts the pace at which the business can diversify and grow.

Medica has a clear strategy to continue to deliver growth through sustained teleradiology market leadership in the UK and Ireland, diversification into adjacent areas of telemedicine including telepathology, teleophthalmology and by the expansion of RadMD. Under Bidco's ownership in a private environment, with access to larger and more flexible capital sources, the Board of Medica believes Medica will be able to accelerate its organic investment strategy in core areas of telemedicine, technology and radiologist recruitment at a rate that would not be possible if Medica was to remain publicly listed. The Board of Medica believes this accelerated investment, particularly in technology to develop a next generation radiology reporting platform, will benefit healthcare providers and patients, as Medica will have additional capacity to report on a larger number of exams which will assist in alleviating the ever-increasing strain on hospitals which have significant and increasing waiting lists and scanning and reporting backlogs that remain following the Covid-19 pandemic. The Board also believes that Medica will be better positioned to take advantage of a fast-changing market and to take a more flexible approach to expansion opportunities for the business.

Furthermore, the Board of Medica believes access to private capital and IK Partners' expertise will enable Medica to increase the speed and size of its buy-and-build M&A strategy, to deliver scale to RadMD, as well as faster penetration of new and existing telemedicine services in existing and new markets worldwide, which would be more constrained if Medica was to remain a listed entity.

Reasons for the recommendation

Following careful consideration, the Directors of Medica have concluded that the terms of the Acquisition reflect the strength of Medica's business, team and its prospects, whilst providing shareholders the opportunity to realise the value of their holdings today in cash in full at a meaningful premium to recent trading and at a value that reflects the future growth potential of the business.

The Directors of Medica have taken all relevant factors into account in considering the terms of the Acquisition, including:

· the opportunity for Medica Shareholders to realise a fair and reasonable value for their holdings in cash;

· that the terms of the Acquisition represent a meaningful premium of approximately:

· 32.5 per cent. to Medica's closing share price of 160.0 pence on 21 April 2023 (being the last Business Day before the commencement of the offer period);

· 32.4 per cent. to the volume weighted average Medica share price of 160.1 pence over the three-month period ending on 21 April 2023; and

· 50.0 per cent. to the volume weighted average Medica share price of 141.3 pence over the six-month period ending on 21 April 2023;

· the offer price of 212 pence per Medica share was last achieved by the Company in regular trading on the Main Market in December 2017;

· the Acquisition implies an enterprise value multiple of Medica's underlying EBITDA for FY2022 of 16.6x; and

· the certainty of the Consideration should be weighed against the operational risks associated with the delivery of future potential value in the business in the context of the uncertainty and volatility in the broader macroeconomic environment.

In addition, the Medica Directors are pleased to note Bidco's stated intentions concerning Medica's strategy, growth plans, management and employees, and other stakeholders of Medica. In particular, the Medica Directors are pleased that Bidco recognises the quality of Medica's management team, employees and reporters who have performed exceptionally during a period of unprecedented challenge within global healthcare markets caused by the Covid-19 pandemic. The Medica Directors also welcome Bidco's confirmation that, following completion of the Acquisition, the existing employment rights, including pension rights, of the management and employees of Medica will be fully safeguarded.

Therefore, having taken into account all relevant factors, including those set out above as well as discussions which were held with strategic and financial parties following unsolicited inbound interest, the Medica Directors intend to recommend unanimously to Shareholders the Acquisition of Medica by Bidco.

7. Recommendation

The Medica Directors, who have been so advised by Evercore as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice, Evercore has taken into account the commercial assessments of the Medica Directors. Evercore is providing independent financial advice to the Medica Directors for the purposes of Rule 3 of the Takeover Code.

Accordingly, the Medica Directors confirm that they intend to recommend unanimously that Medica Shareholders vote or procure votes to approve the Scheme at the Court Meeting and to vote or procure votes in favour of the Resolutions to be proposed at the General Meeting, as they have irrevocably undertaken to do (or procure to be done) in respect of their own holdings over which they have control, being, in aggregate, 211,411 Medica Shares representing approximately 0.2 per cent. of the ordinary share capital of Medica in issue as at the Latest Practicable Date.

8. Irrevocable undertakings

As described in paragraph 7 above, Bidco has received irrevocable undertakings to vote (or, where applicable, procure voting) in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by a Takeover Offer, to accept or procure acceptance of such Takeover Offer) from all of the Medica Directors who hold Medica Shares, in respect of their own legal and/or beneficial holdings which are under their control, totalling 211,411 Medica Shares (representing approximately 0.2 per cent. of the existing issued ordinary share capital of Medica as at the Latest Practicable Date), as well as any further Medica Shares of which they may become the legal or beneficial holder (whether as a result of the exercise of options or vesting of awards under the Medica Share Plans or otherwise). All of the Medica Directors support the Acquisition, as set out in paragraph 7 above.

The undertakings from Medica Directors will cease to be binding if:

· the Scheme Document is not sent to Medica Shareholders within 28 days (or such longer period as Medica and Bidco agree, and the Panel consent);

· where Bidco has elected (in accordance with and subject to the terms of the Co-operation Agreement and with Panel consent) to proceed with the implementation of the Acquisition by way of a Takeover Offer and the Offer Document is not sent to Medica Shareholders within 28 days;

· Bidco announces, with consent of the Panel, that it does not intend to make or proceed with the Acquisition and no new, revised or replacement Takeover Offer or Scheme is announced by Bidco in accordance with Rule 2.7 of the Takeover Code at the same time;

· the Scheme (or Takeover Offer, as applicable) lapses or is withdrawn in accordance with its terms and no new, revised or replacement Takeover Offer or Scheme is announced by Bidco by such time;

· the Acquisition has not become effective or, in the event Bidco has elected (in accordance with and subject to the terms of the Co-operation Agreement and with Panel consent) to proceed with the implementation of the Acquisition by way of a Takeover Offer, the Takeover Offer has not become unconditional, in each case by the Long Stop Date; or

· the date on which any competing offer for the entire issued and to be issued share capital of Medica is declared unconditional (if implemented by way of a takeover offer) or, if proceeding by way of a scheme of arrangement, becomes effective.

These undertakings will remain binding in the event that a higher competing offer for Medica is made.

In addition to the irrevocable undertakings given by the Medica Directors, certain Medica Shareholders have given irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by a Takeover Offer, to accept or procure acceptance of such Takeover Offer), in each case in respect of their own legal and/or beneficial holdings (or those Medica Shares over which they have control) of Medica Shares, totalling 24,356,663 Medica Shares (representing approximately 19.9 per cent. of the existing issued ordinary share capital of Medica as at the Latest Practicable Date) as well as any further Medica Shares of which they may become the legal and/or beneficial holder.

Bidco has therefore received irrevocable undertakings in respect of a total of 24,568,074 Medica Shares representing, in aggregate, approximately 20.0 per cent. of Medica's share capital in issue as at the Latest Practicable Date.

Further details of these irrevocable undertakings, including the circumstances in which they cease to be binding, are set out in Appendix 3 to this Announcement.

9. Directors, management, employees, pensions, research and development and locations

Strategic plans for the Medica Group

Bidco believes Medica is a high-quality business with exciting growth and development prospects and represents a compelling investment opportunity to acquire a leading player in the global teleradiology and wider imaging diagnostics marketplace with well-established and reputable, international businesses. Bidco intends to be a strong champion and supporter of Medica, its business model and strategy which includes support for its continued growth journey enabling an expansion of radiologist, radiographer and specialist doctor capacity to address patient needs through further investment in technology, all underpinned by the highest standards of clinical governance.

Operating under private ownership will allow Medica's management to fully focus on executing their long-term strategic vision, with appropriate support, capital and assistance from a partner with significant operational experience, sector expertise and resources - whilst maintaining the culture and values of the business which have been integral in Medica's success to date.

Bidco believes that it is well-positioned to help accelerate Medica's growth and performance, as a trusted partner to providers of healthcare and clinical health services in the UK, US and Ireland, where it can continue to play an important role in delivering critical services that help address the long term imbalance of significant excess demand for medical imaging and a shortage in supply of skilled radiologists and radiographers, as well as an enabler of important clinical trials helping develop leading edge medical advances and creating greater employment opportunities over the long term. Bidco believes that Medica's focus on best-in-class clinical governance and dedication to improving the quality of diagnostic information will ensure it continues to be well positioned as a leading provider of telemedicine services going forward.

Bidco intends to evaluate further attractive opportunities to make value enhancing acquisitions to expand the overall size and scale of Medica's service offering and intends to support Medica's management in identifying, assessing and financing the acquisitions of complementary companies, as well as accelerating investment in organic growth opportunities.

Intentions for employees and management

It is clear to Bidco that the Chief Executive Officer and wider management team of Medica have been instrumental in improving the range and quality of Medica's service offerings, enhancing Medica's strategic positioning, both organically and through a number of acquisitions and investing in developing next-generation technologies, as well as managing Medica through an unprecedented and extremely challenging period during the Covid-19 pandemic.

Bidco believes that supporting the employee base will be essential to the continued success of Medica. In addition to investment in the development of Medica's technology and operational infrastructure, Bidco intends to support Medica management's growth plans and the expansion of Medica's operations and service offerings through continued investment in the training, development and expansion of Medica's international employee base.

Bidco has not entered into, and has not discussed, any form of incentivisation arrangements with members of the Medica management team or other employees, but intends to put in place appropriate incentive arrangements for Medica management and employees following the Effective Date.

As a result of the Medica Shares ceasing to be admitted to trading on the Main Market, and of Medica becoming a private company, certain corporate and support functions will no longer be required or may be reduced in size. Bidco intends to implement only limited headcount reduction as a result of the Acquisition and confirms that, following completion of the Acquisition, the existing contractual and statutory rights and terms and conditions of employment, including pension obligations, of the management and employees of Medica will be safeguarded in accordance with applicable law. Any individuals affected will be treated in a manner consistent with the high standards, culture and practices of Medica. It is expected that each of the non-executive Medica Directors will resign from their office as a director of Medica on or shortly after the Effective Date.

Existing rights and pension schemes

Bidco has no intention to make any material change to the existing employment rights of management or employees of Medica, including in relation to pensions, and does not envisage any material change in the conditions of employment of management or employees of Medica or in the balance of their skills and functions, unless otherwise agreed with the relevant employees.

Intentions for headquarters, locations, fixed assets and research & development

Bidco does not envisage a redeployment of Medica's fixed asset base. Following completion of the Acquisition, Bidco may identify areas of the Medica business where investment can be increased. However, based on diligence performed to date, Bidco does not expect the Acquisition to have a material impact on the operations, places of business, or headquarters of Medica, nor its research and development functions.

Trading Facilities

Medica is currently listed on the Official List and it is intended that a request shall be made to the London Stock Exchange to cancel trading in Medica Shares and the Financial Conduct Authority to cancel the listing of the Medica Shares from the Official List and re-register it as a private company.

Statements

None of the statements in this paragraph 9 is a "post-offer undertaking" for the purposes of Rule 19.5 of the Takeover Code.

10. Financing of the Acquisition

The cash consideration payable by Bidco pursuant to the Acquisition will be funded through a combination of:

· equity investment into Bidco from the IK Funds; and

· new debt financing to be provided under a facility agreement made available to Bidco by the Lenders.

Jefferies, in its capacity as the financial adviser to Bidco and IK, is satisfied that sufficient resources are available to Bidco to enable it to satisfy in full the cash consideration payable to Scheme Shareholders under the terms of the Acquisition.

Further information on the financing of the Acquisition will be set out in the Scheme Document.

11. Medica Share Plans

Participants in the Medica Share Plans will be contacted regarding the effect of the Acquisition on their rights under the Medica Share Plans and an appropriate proposal will be made to such participants in due course in accordance with the provisions of Rule 15 of the Takeover Code (as applicable), and such proposal will reflect their rights under the Medica Share Plans.

Details of the impact of the Scheme on each of the Medica Share Plans and the offer will be set out in the Scheme Document.

12. Offer-related arrangements

Confidentiality Agreement

On 28 February 2023, IK and Medica entered into a confidentiality agreement in relation to the Acquisition (the "Confidentiality Agreement"), pursuant to which, amongst other things, IK gave certain undertakings to keep, and to procure that certain of its representatives keep, confidential information relating to the Wider Medica Group and/or the Acquisition confidential, to use such information solely for the agreed purpose in relation to the Acquisition and not to disclose it to third parties (subject to certain exceptions). These confidentiality obligations will remain in force until 28 February 2025.

The Confidentiality Agreement also contains undertakings from IK that: (i) it shall not, and shall procure that its representatives shall not, in connection with the Acquisition, approach certain of Medica's employees, officers and other key stakeholders without the prior written consent of Medica and (ii) for a period of 12 months from the date on which negotiations cease in respect of the Acquisition, it shall not, and shall procure that its representatives shall not, solicit or offer to employ or engage and person who at any time during the course of negotiations is working for the Wider Medica Group (whether as an employee, consultant or independent contractor) in an executive or managerial capacity or who otherwise has access to trade secrets or other confidential information belonging to the Wider Medica Group or who is involved in negotiations relating to the Acquisition.

IK has also agreed to customary standstill arrangements pursuant to which IK has agreed that, without the prior written consent of Medica, IK will not, and will procure that its affiliates will not, amongst other things, acquire Medica Shares or any interest in Medica Shares for a period of 12 months from the date of the Confidentiality Agreement. These standstill arrangements fall away immediately following the making of this Announcement.

Co-operation Agreement

On 24 April 2023, Bidco and Medica entered into a co-operation agreement in relation to the Acquisition (the "Co-operation Agreement"), pursuant to which, amongst other things: (i) Bidco has agreed to provide Medica with certain information for the purposes of the Scheme Document and to otherwise assist with the preparation of the Scheme Document; (ii) Bidco has agreed to certain provisions if the Scheme should switch to a Takeover Offer and (iii) each of Medica and Bidco has agreed to take certain actions to implement certain proposals in relation to the Medica Share Plans.

The Co-operation Agreement will terminate: (a) if agreed in writing between the parties at any time prior to the Effective Date; (b) upon service of written notice by Bidco to Medica, if prior to the Long Stop Date, any Condition has been invoked by Bidco or any Condition which is incapable of waiver is incapable of satisfaction (in each case, where the invocation of the relevant Condition or confirmation that the Condition is incapable of satisfaction, as appropriate has been permitted by the Panel); or (c) upon service of written notice by either party to the other party, if one or more of the following occurs: (i) a Competing Proposal (as defined in the Co-operation Agreement) completes, becomes effective or is declared or becomes unconditional in all respects; (ii) the Acquisition is withdrawn, terminated or lapses in accordance with its terms prior to the Long Stop Date and, where required, with the consent of the Panel (other than: (A) where such lapse or withdrawal is as a result of the exercise of Bidco's right to effect a Switch (as defined in the Co-operation Agreement); or (B) it is otherwise to be followed within five Business Days (or such other period as Medica and Bidco may agree) by an announcement under Rule 2.7 of the Takeover Code made by Bidco or any person acting in concert with Bidco (or deemed to be acting in concert with the Bidco) to implement the Acquisition by a different offer or scheme); (iii) the Effective Date has not occurred by the Long Stop Date (unless otherwise agreed by the parties in writing, or required by the Panel); or (iv) a Medica Board Adverse Recommendation Change (as defined in the Co-operation Agreement) occurs and a Competing Proposal has not been announced.

The above summary of the Co-operation Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the text of the Co-operation Agreement, which is available for inspection as described in paragraph 19.

13. Structure of the Acquisition

It is intended that the Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement between Medica and Scheme Shareholders under Part 26 of the Companies Act (although Bidco reserves the right to effect the Acquisition by way of a Takeover Offer, subject to the consent of the Panel and the terms of the Co-operation Agreement).

The purpose of the Scheme is to provide for Bidco to become the holder of the entire issued and to be issued ordinary share capital of Medica. This is to be achieved by the transfer of the Medica Shares (other than any Excluded Shares) to Bidco, in consideration for which the Medica Shareholders will receive the cash consideration on the basis set out in paragraph 2 above.

The Acquisition is subject to the Conditions and certain further terms referred to in Appendix 1 to this Announcement and to the full terms and conditions to be set out in the Scheme Document, and will only become Effective if, among other things, the following events occur on or before the Long Stop Date:

· a resolution to approve the Scheme is passed by a majority in number of the Scheme Shareholders present and voting (and entitled to vote) at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Scheme Shares voted by those Scheme Shareholders;

· the Resolutions required to implement the Scheme being duly passed by Medica Shareholders at the General Meeting representing at least 75 per cent. of the votes validly cast on such Resolutions, either in person or by proxy;

· following the Court Meeting and the General Meeting, the Scheme is sanctioned by the Court (without modification, or with modification on terms agreed by Bidco and Medica); and

· following such sanction, a copy of the Court Order is delivered to the Registrar of Companies.

The Scheme will lapse if, amongst other things:

· the Court Meeting and the General Meeting are not held on or before the 22nd day after 9 June 2023, being the expected date of the Meetings to be set out in the Scheme Document (or such later date as may be agreed between Bidco and Medica, with the consent of the Panel and, if required, the Court);

· the Sanction Hearing to approve the Scheme is not held on or before the 22nd day after the expected date of such hearing, which will be set out in the Scheme Document (or such later date as may be agreed between Bidco and Medica, with the consent of the Panel and, if required, the Court); or

· the Scheme does not become Effective on or before the Long Stop Date,

provided, however, that the deadlines for the Court Meeting, the General Meeting and the Sanction Hearing as set out above may be waived by Bidco and the deadline for the Scheme to become Effective may be extended by agreement between Medica and Bidco, with the consent of the Panel and, if required, the Court.

Once the necessary approvals from Medica Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived and the Scheme has been approved by the Court, the Scheme will become Effective upon delivery of the Court Order to the Registrar of Companies. Subject to the satisfaction (or, where applicable, waiver) of the Conditions and the further terms set out in Appendix 1 to this Announcement, the Scheme is expected to become Effective around the end of Q2 2023. 

Upon the Scheme becoming Effective: (i) it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and if they attended and voted, whether or not they voted in favour); (ii) entitlements to Medica Shares held within the CREST system will be cancelled and such entitlements rematerialised; and (iii) share certificates in respect of Medica Shares will cease to be valid. The Consideration will be dispatched to Medica Shareholders no later than 14 days after the Effective Date.

Any Medica Shares issued before the Scheme Record Time will be subject to the terms of the Scheme. The Resolutions to be proposed at the General Meeting will, amongst other matters, provide that the Medica Articles be amended to incorporate provisions requiring any Medica Shares issued after the Scheme Record Time (other than to Bidco and/or its nominees) to be automatically transferred to Bidco (and, where applicable, for Consideration to be paid to the original recipient of the Medica Shares so issued) on the same terms as the Acquisition (other than terms as to timings and formalities). The provisions of the Articles (as amended) will avoid any person (other than Bidco and its nominees) holding shares in the capital of Medica after the Effective Date.

Bidco reserves the right to elect to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme (subject to the Panel's consent and the terms of the Co-operation Agreement). In such event, the Acquisition will be implemented on the same terms (subject to appropriate amendments including (without limitation) the inclusion of an acceptance condition which will be set at 90 per cent. (or such lesser percentage as Bidco may decide after, to the extent necessary, consultation with the Panel, being in any case more than 50 per cent. of the voting rights attaching to the Medica Shares) of the shares to which the Acquisition relates and those required by, or deemed appropriate by, Bidco under applicable law, so far as applicable) as those which would apply to the Scheme. Further, if sufficient acceptances of such Takeover Offer are received and/or sufficient Medica Shares are otherwise acquired, it will be the intention of Bidco to apply the provisions of the Companies Act to acquire compulsorily any outstanding Medica Shares to which such Takeover Offer relates.

Further details of the Scheme, including expected times and dates for each of the Court Meeting, the General Meeting and the Sanction Hearing, together with notices of the Meetings, will be set out in the Scheme Document, which, together with the Forms of Proxy, will be posted to Medica Shareholders within 28 days of this Announcement (or such later time as Medica, Bidco and the Panel agree) and the Meetings are expected to be held shortly thereafter. The General Meeting is expected to be held immediately after the Court Meeting.

The Scheme will be governed by English law and will be subject to the jurisdiction of the courts of England. The Scheme will be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the Listing Rules, the FCA and the Registrar of Companies.

14. Conditions to the Acquisition

The Acquisition will be on the terms and subject to the Conditions set out in Appendix 1 to this Announcement, and the full terms and conditions will be set out in the Scheme Document. 

15. Cancellation of listing of Medica Shares

Before the Scheme becoming Effective, it is intended that applications will be made to the London Stock Exchange to cancel trading in Medica Shares on the Main Market and to the FCA to cancel the listing of the Medica Shares from the premium segment of the Official List, in each case, with effect from or shortly following the Effective Date. The last day of dealings in, and registration of transfers of, Medica Shares on the London Stock Exchange is expected to be the Business Day immediately prior to the Effective Date.

On the Effective Date, share certificates in respect of Medica Shares will cease to be valid and entitlements to Medica Shares held within the CREST system will be cancelled. Medica Shareholders shall be required to return share certificates to Medica or destroy them following the Effective Date.

It is also proposed that, following the Effective Date and after its shares are delisted, Medica will be re-registered as a private limited company under the relevant provisions of the Companies Act.

16. Disclosure of Interests in Medica securities

As at the Latest Practicable Date, save for the irrevocable undertakings referred to in paragraph 8 above, no member of the Bidco Group nor any of their directors, nor, so far as Bidco is aware, any person acting in concert (within the meaning of the Takeover Code) with any of them for the purposes of the Acquisition had:

· any interest in or right to subscribe for any relevant securities of Medica;

· any short positions in respect of relevant securities of Medica (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery;

· borrowed or lent any relevant securities of Medica (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Takeover Code), save for any borrowed relevant securities of Medica which had been either on-lent or sold; and/or

· entered into any dealing arrangement of the kind referred to in Note 11 on the definition of acting in concert in the Takeover Code.

"interests in securities" for these purposes and within the meaning of the Takeover Code arise, in summary, when a person has long economic exposure, whether absolute or conditional, to changes in the price of securities (and a person who only has a short position in securities is not treated as interested in those securities). Notwithstanding the above, a person will be treated as having an 'interest' by virtue of the ownership, voting rights or control of securities, or by virtue of any agreement to purchase, option in respect of, or derivative referenced to, securities.

It has not been practicable for Bidco to make enquiries of all of its concert parties in advance of the release of this Announcement. Therefore, all relevant details in respect of Bidco's concert parties will be included in its Opening Position Disclosure in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the Takeover Code.

17. Consents

Each of Jefferies, Evercore, Liberum and Numis has given and not withdrawn its written consent to the publication of this Announcement with the inclusion of the references to its name in the form and context in which they appear.

18. General

The Acquisition will be on the terms and subject to the Conditions set out in Appendix 1 to this Announcement, and the full terms and conditions will be set out in the Scheme Document. The bases and sources of certain financial information contained in this Announcement are set out in Appendix 2 to this Announcement. A summary of the irrevocable undertakings given in relation to the Acquisition is contained in Appendix 3 to this Announcement. Certain terms and expressions used in this Announcement are defined in Appendix 4 to this Announcement.

The Scheme Document and the Forms of Proxy accompanying the Scheme Document will be sent to Medica Shareholders within 28 days of this Announcement (or on such later date as may be agreed between Bidco and Medica, with the consent of the Panel).

This Announcement does not constitute an offer or an invitation to purchase or subscribe for any securities. Such offer will be contained in the Scheme Document. Medica Shareholders are advised to read carefully the Scheme Document and associated Forms of Proxy once they have been dispatched.

The availability of the Acquisition to Medica Shareholders who are not resident in and citizens of the United Kingdom 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 United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Medica Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

19. Documents available on website

Copies of the following documents will be available promptly via a link on Medica's website at www.medicagroupplc.com/offer and Bidco's website at https://moonlight-offer.com/, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, and in any event by no later than noon on the Business Day following the date of this Announcement until the end of the Acquisition:

· this Announcement;

· documents relating to Bidco's financing of the Acquisition;

· the irrevocable undertakings referred to in paragraph 8 above;

· the Confidentiality Agreement referred to in paragraph 12 above;

· the Co-operation Agreement referred to in paragraph 12 above; and

· the written consent letter from each of Jefferies, Evercore, Liberum and Numis as referred to in paragraph 17 above.

The content of the websites referred to in this Announcement is not incorporated into and does not form part of this Announcement.

Travers Smith LLP is acting as legal adviser to Bidco and IK. 

DLA Piper UK LLP is acting as legal adviser to Medica.

Disclaimers

Jefferies, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to Bidco and IK and for no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco and IK for providing the protections afforded to clients of Jefferies for providing advice in relation to the Acquisition, the contents of this Announcement or any other matters referred to in this Announcement. Neither Jefferies 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 Jefferies in connection with this Announcement, any statement contained herein or otherwise.

Evercore, which is authorised and regulated by the FCA 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 FSMA and successor legislation, 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 Announcement. 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 nor for providing advice in relation to the Acquisition or any other matters referred to in this Announcement. Neither Liberum 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 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.

Further information

This Announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or inducement to sell or an invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or a solicitation of an offer to buy any securities, any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any purchase, sale, issuance or exchange of securities or such solicitation in any jurisdiction in which such offer, solicitation, sale issuance or exchange is unlawful. The Acquisition will be made solely by means of the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document).

This Announcement has been prepared in connection with proposals in relation to a scheme of arrangement pursuant to and for the purpose of complying with English law, the Listing Rules, the Takeover Code, the Market Abuse Regulation (EU 596/2014) (which is part of UK law by virtue of the European Union (Withdrawal) Act 2018) and the Disclosure Guidance and Transparency Rules and 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 England. Nothing in this Announcement should be relied on for any other purpose.

Medica and Bidco will prepare the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document) to be distributed to Medica Shareholders at no cost to them. Medica and Bidco urge Medica Shareholders to read the Scheme Document when it becomes available because it will contain important information relating to the Acquisition.

This Announcement is not an advertisement and does not constitute a prospectus, prospectus equivalent document or an exempted document.

Overseas jurisdictions

The release, publication or distribution of this Announcement in or into certain jurisdictions other than the United Kingdom may be restricted by law and therefore any persons into whose possession this Announcement comes should inform themselves of, and observe, such restrictions. Further details in relation to the Overseas Shareholders will be contained in the Scheme Document. Any failure to comply with any such 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 Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such means from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The Acquisition shall be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the FCA, the Listing Rules and the Registrar of Companies.

Additional information for US investors in Medica

Medica Shareholders in the United States should note that the Acquisition relates to the shares of an English company with a listing on the Main Market and is proposed to be effected by means of a scheme of arrangement under English law. This Announcement, the Scheme Document and certain other documents relating to the Acquisition have been or will be prepared in accordance with English law, the Takeover Code and UK disclosure requirements, format and style, all of which differ from those in the United States. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements of and practices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosure requirements of the United States tender offer and proxy solicitation rules. If, in the future, Bidco exercises the right to implement the Acquisition by way of a Takeover Offer and determines to extend the offer into the United States, the Acquisition will be made in compliance with applicable United States laws and regulations, including any applicable exemptions under the US Exchange Act.

Medica's financial statements, and all financial information that is included in this Announcement, the Scheme Document or any other documents relating to the Acquisition, have been or will be prepared in accordance with UK-adopted international accounting standards and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles.

The receipt of cash pursuant to the Acquisition by a US holder as consideration for the transfer of its Medica Shares pursuant to the Scheme will likely be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each Medica Shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to them, including under applicable United States state and local laws, as well as overseas and other, tax laws.

It may be difficult for US holders to enforce their rights and claims arising out of the US federal securities laws, since Bidco and Medica 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 US. US holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's jurisdiction and judgement.

In accordance with normal UK practice and consistent with Rule 14e-5(b) of the US Exchange Act, (to the extent applicable) Bidco, certain affiliated companies and their nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Medica outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes Effective, lapses or is otherwise withdrawn. If such purchases or arrangements to purchase were to be made they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and comply with applicable law, including the US Exchange Act. Any information about such purchases or arrangements to purchase will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Neither the United States Securities and Exchange Commission nor any US state securities commission has approved or disapproved the Acquisition, passed upon the merits or fairness of the Acquisition or passed any opinion upon the accuracy, adequacy or completeness of this Announcement (nor will it do so in respect of the Scheme Document). Any representation to the contrary is a criminal offence in the United States.

Forward looking statements

This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition, and other information published by Bidco, IK, Medica, any member of the Wider Bidco Group or any member of the Wider Medica Group may 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 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 Acquisition on Bidco, IK, Medica, any member of the Wider Bidco Group or any member of the Wider Medica Group (including their future prospects, developments and strategies), the expected timing and scope of the Acquisition 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 "prepares", "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "projects", "synergy", "strategy", "scheduled", "goal", "estimates", "forecasts", "intends", "cost-saving", "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. Forward looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco's, IK's, Medica's, any member of the Wider Bidco Group's or any member of the Wider Medica Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on Bidco's, IK's, Medica's, any member of the Wider Bidco Group's or any member of the Wider Medica Group's business.

Although Bidco and Medica believe that the expectations reflected in such forward looking statements are reasonable based on information available as at the date of this Announcement, Bidco, IK, Medica, the Wider Bidco Group and the Wider Medica Group 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, but are not limited to: the ability to complete the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions; changes in the global political, economic, business and competitive environments and in market and regulatory forces; changes in future exchange and interest rates; changes in tax rates; future business combinations or disposals; changes in general economic and business conditions; changes in the behaviour of other market participants; the anticipated benefits from the proposed transaction not being realised as a result of changes in general economic and market conditions in the countries in which Bidco, IK, Medica, the Wider Bidco Group and/or the Wider Medica Group operate; weak, volatile or illiquid capital and/or credit markets; changes in the degree of competition in the geographic and business areas in which Bidco, IK, Medica, the Wider Bidco Group and/or the Wider Medica Group operate; and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results to differ materially from those expected, estimated or projected in the forward looking statements. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions proves incorrect, actual results may differ materially from those expected, estimated or projected. Such forward looking statements should therefore be construed in the light of such factors.

Neither Bidco, IK, Medica, the Wider Bidco Group nor the Wider Medica Group, nor any of their respective associates or directors, officers or advisers, provide 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. Given these risks and uncertainties, potential investors are cautioned not to place any reliance on these forward looking statements.

Specifically, statements of estimated cost savings and synergies relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated.

The forward looking statements speak only at the date of this Announcement. All subsequent oral or written forward looking statements attributable to any member of the Wider Bidco Group or the Wider Medica Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.

Other than in accordance with their legal or regulatory obligations, neither Bidco, IK, Medica, the Wider Bidco Group nor the Wider Medica Group is under any obligation to, and each such person expressly disclaims any intention or obligation to, update or revise any forward looking statements, whether as a result of new information, future events or otherwise.

No profit forecasts, estimates or qualified benefits statements

Other than the Medica Profit Forecasts, no statement in this Announcement, or incorporated by reference in this Announcement, is intended as a profit forecast, profit estimate or quantified benefits statement for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for Medica for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Medica.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Publication on website

A copy of this Announcement and the documents required to be published pursuant to Rule 26.1 of the Takeover Code will be available, free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions on Medica's website at www.medicagroupplc.com/offer and Bidco's website at https://moonlight-offer.com/ by no later than 12.00 p.m. on the Business Day following this Announcement. For the avoidance of doubt, neither the content of Medica's website and Bidco's website is incorporated into, or forms part of, this Announcement.

Information relating to Medica Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Medica Shareholders, persons with information rights, participants in the Medica Share Plans and other relevant persons for the receipt of communications from Medica may be provided to Bidco and IK during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Right to receive documents in hard copy form

Any person entitled to receive a copy of documents, announcements and information relating to the Acquisition is entitled to receive such documents in hard copy form free of charge. For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested. A person may request that all future documents, announcements and information in relation to the Acquisition are sent to them in hard copy form.

In accordance with Rule 30.3 of the Takeover Code, Medica Shareholders, persons with information rights and participants in the Medica Share Plans may request a hard copy of this Announcement by contacting Link Group, Medica's Registrars on +44(0) 371 664 0391. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The Shareholder Helpline is open between 9.00 a.m. and 5.30 p.m., Monday to Friday (excluding public holidays in England and Wales). Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes.

Please note the Shareholder Helpline cannot provide advice on the merits of the Acquisition or the Scheme nor give any financial, investment, legal or tax advice.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. 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 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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 Takeover Code, any person who is, or becomes, interested in 1 per cent. 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 p.m. (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 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.

General

Bidco reserves the right to elect, with the consent of the Panel, and subject to the terms of Co-operation Agreement, to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms or, if Bidco so decides, on such other terms being no less favourable (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendment referred to in Appendix 1 to this Announcement. Upon sufficient acceptances being received in respect of such Takeover Offer, Bidco intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act so as to acquire compulsorily the remaining Medica Shares in respect of which the Takeover Offer has not been accepted.

Investors should be aware that Bidco may purchase Medica Shares otherwise than under any Takeover Offer or the Scheme, including pursuant to privately negotiated purchases.

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.

Rule 2.9

For the purposes of Rule 2.9 of the Takeover Code, Medica confirms that, as at the date of this Announcement, it had in issue 122,633,635 ordinary shares of 0.2p each. Medica holds no shares in treasury. The International Securities Identification Number (ISIN) number of the ordinary shares is GB00BYV24996.

Appendix 1CONDITIONS TO AND FURTHER TERMS OF THE Scheme and the ACQUISITION

PART A: CONDITIONS TO THE SCHEME AND THE ACQUISITION

Long Stop Date

1. The Acquisition will be conditional upon the Scheme becoming unconditional and being Effective, subject to the provisions of the Takeover Code, by no later than 6.00 p.m. on the Long Stop Date.

Scheme Approval

2. The Scheme will be conditional upon:

(a)

(i) its approval by a majority in number of the Scheme Shareholders, present and voting (and entitled to vote), either in person or by proxy, at the Court Meeting (or at any adjournment of the Court Meeting) and who represent at least 75 per cent. in value of the Scheme Shares voted by those Scheme Shareholders; and

(ii) such Court Meeting being held on or before the 22nd day after 9 June 2023, being the expected date of the Court Meeting to be set out in the Scheme Document (or such later date as may be agreed by Bidco and Medica, with the consent of the Panel, and the Court may approve (if such approval is required));

(b)

(i) all Resolutions being duly passed by the requisite majority or majorities of Medica Shareholders at the General Meeting (or at any adjournment of the General Meeting); and

(ii) such General Meeting being held on or before the 22nd day after 9 June 2023, being the expected date of the General Meeting to be set out in the Scheme Document (or such later date as may be agreed by Bidco and Medica, with the consent of the Panel, and the Court may approve (if such approval is required)); and

(c)

(i) the sanction of the Scheme by the Court (with or without modification, but subject to any modification being on terms acceptable to Medica and Bidco) and the delivery of a copy of the Court Order to the Registrar of Companies; and

(ii) the Sanction Hearing being held on or before the 22nd day after the expected date of such hearing to be set out in the Scheme Document (or such later date as may be agreed by Bidco and Medica with the consent of the Panel, and the Court may approve (if such approval is required)).

General Conditions

In addition, subject as stated in Part B below and to the requirements of the Panel, Bidco and Medica have agreed that the Acquisition will be conditional upon the following Conditions and, accordingly, the Court Order will not be delivered to the Registrar of Companies unless such Conditions (as amended if appropriate) have been satisfied or, where relevant, waived:

Notifications, waiting periods and Authorisations

3. all notifications, filings or applications which are necessary or reasonably considered appropriate or desirable by Bidco having been made in connection with the Acquisition and all necessary waiting periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with in each case in respect of the Acquisition and its implementation and all Authorisations reasonably necessary or appropriate for or in respect of the Acquisition and, except pursuant to Chapter 3 of Part 28 of the Companies Act, the acquisition of any shares or other securities in, or control or management of, Medica or any other member of the Wider Medica Group by any member of the Wider Bidco Group having been obtained in terms and in a form reasonably satisfactory to Bidco from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider Medica Group or the Wider Bidco Group has entered into contractual arrangements and all such Authorisations necessary, appropriate or desirable to carry on the business of any member of the Wider Medica Group in any jurisdiction having been obtained and all such Authorisations remaining in full force and effect and filings necessary for such purpose have been made and at the time at which the Acquisition becomes otherwise unconditional and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;

General antitrust and regulatory

4. no antitrust regulator or Third Party having given notice of a decision to take or implement any action, proceeding, suit, investigation or reference (and in each case, not having withdrawn the same), or having required any action to be taken or otherwise having done anything, or having enacted or made any statute, regulation, decision, order or change to published binding practice (and in each case, not having withdrawn the same) and there not continuing to be outstanding any statute, regulation, decision or order which (to an extent which is material in the context of the Acquisition, the Wider Medica Group or the Wider Bidco Group, as the case may be, would or might reasonably be expected to:

(a) require, prevent or delay the divestiture or alter the terms envisaged for such divestiture by any member of the Wider Bidco Group or by any member of the Wider Medica Group of all or any part of its businesses, assets or property or impose any limitation on the ability of all or any of them to conduct their businesses (or any part thereof) or to own, control or manage any of their assets or properties (or any part thereof);

(b) require any member of the Wider Bidco Group or the Wider Medica Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider Medica Group or any asset owned by any Third Party (other than in the implementation of the Acquisition);

(c) impose any limitation on, or result in a delay in, the ability of any member of the Wider Bidco Group directly or indirectly to acquire, hold or to exercise effectively all or any rights of ownership in respect of shares, loans or securities convertible into shares or any other securities in any member of the Wider Medica Group or on the ability of any member of the Wider Medica Group or any member of the Wider Bidco Group directly or indirectly to hold or exercise effectively all or any rights of ownership in respect of shares, loans or securities convertible into shares or any other securities (or the equivalent) in, or to exercise voting or management control over, any member of the Wider Medica Group;

(d) otherwise adversely affect any or all of the business, assets, profits, financial or trading position or prospects of any member of the Wider Medica Group or any member of the Wider Bidco Group;

(e) result in any member of the Wider Medica Group or any member of the Wider Bidco Group ceasing to be able to carry on business under any name under which it presently carries on business; or

(f) make the Scheme or the Acquisition, its implementation or the acquisition of any shares or other securities in, or control or management of, Medica or any member of the Wider Medica Group by any member of the Wider Bidco Group void, unenforceable and/or illegal under the laws of any relevant jurisdiction, or otherwise, directly or indirectly prevent or prohibit, restrict, restrain or delay or otherwise interfere with the implementation of, or impose additional conditions or obligations with respect to, or otherwise challenge, impede, interfere or require material amendment of the Scheme and/or the Acquisition or the acquisition of any shares or other securities in, or control or management of, Medica or any member of the Wider Medica Group by any member of the Wider Bidco Group;

(g) require, prevent or delay a divestiture by any member of the Wider Bidco Group of any shares or other securities (or the equivalent) in any member of the Wider Medica Group or any member of the Wider Bidco Group; or

(h) impose any limitation on the ability of any member of the Wider Bidco Group or any member of the Wider Medica Group to conduct, integrate or co-ordinate all or any part of its business with all or any part of the business of any other member of the Wider Bidco Group and/or the Wider Medica Group,

and all applicable waiting and other time periods (including any extensions of them) during which any such antitrust regulator or Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Acquisition or the acquisition of any Medica Shares or otherwise intervene having expired, lapsed or been terminated;

Certain matters arising as a result of any arrangement, agreement, etc.

5. except as Disclosed, there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the Wider Medica Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or subject to or any event or circumstance which, as a consequence of the Acquisition or the proposed acquisition or the acquisition by any member of the Wider Bidco Group of any shares or other securities (or the equivalent) in Medica or because of a change in the control or management of any member of the Wider Medica Group or otherwise, would or might reasonably be expected to result in (in any case to an extent which is material in the context of the Acquisition, the Wider Medica Group or the Wider Bidco Group, as the case may be:

(a) any monies borrowed by, or any other indebtedness or liabilities, actual or contingent, of, or any grant available to, any member of the Wider Medica Group being or becoming repayable, or capable of being declared repayable, immediately or before its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(b) the creation, save in the ordinary and usual course of business, or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property, assets or interests of any member of the Wider Medica Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen) being enforced or becoming enforceable;

(c) any such arrangement, agreement, lease, licence, franchise, permit or other instrument being terminated or the rights, liabilities, obligations or interests of any member of the Wider Medica Group being adversely modified or adversely affected or any obligation or liability arising or any adverse action being taken or arising thereunder;

(d) any liability of any member of the Wider Medica Group to make any severance, termination, bonus or other payment to any of its directors, or other officers;

(e) the rights, liabilities, obligations, interests or business of any member of the Wider Medica Group or any member of the Wider Bidco Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the Wider Medica Group or any member of the Wider Bidco Group in or with any other person or body or firm or company (or any arrangement or agreement relating to any such interests or business) being or becoming capable of being terminated, or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;

(f) any member of the Wider Medica Group ceasing to be able to carry on business under any name under which it presently carries on business;

(g) the value of, or the financial or trading position or prospects of, any member of the Wider Medica Group being prejudiced or adversely affected; or

(h) the creation or acceleration of any liability (actual or contingent) by any member of the Wider Medica Group other than trade creditors or other liabilities incurred in the ordinary course of business,

and, no event having occurred which, under any provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider Medica Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would or might result in any of the events or circumstances as are referred to in Conditions 5(a) to (h);

Certain events occurring since 31 December 2022

6. except as Disclosed, no member of the Wider Medica Group having since 31 December 2022:

(a) issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue, of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of Medica Shares out of treasury (except, where relevant, as between Medica and wholly-owned subsidiaries of Medica or between the wholly-owned subsidiaries of Medica and except for the issue or transfer out of treasury of Medica Shares on the exercise of employee share options or vesting of employee share awards in the ordinary course under the Medica Share Plans);

(b) recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus issue, dividend or other distribution (whether payable in cash or otherwise) other than dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly-owned subsidiary of Medica to Medica or any of its wholly-owned subsidiaries;

(c) other than pursuant to the Acquisition (and except for transactions between Medica and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Medica and transactions in the ordinary course of business) implemented, effected, authorised or proposed or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, scheme, commitment or offer or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings, in any such case to an extent which is material in the context of the Wider Medica Group taken as a whole;

(d) (except for transactions between Medica and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Medica and except for transactions in the ordinary course of business), disposed of, or transferred, mortgaged or created any security interest over any material asset or any right, title or interest in any material asset or authorised, proposed or announced any intention to do so;

(e) (except for transactions between Medica and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Medica), issued, authorised or proposed or announced an intention to authorise or propose, the issue of or made any change in or to the terms of any debentures or become subject to any contingent liability or incurred or increased any indebtedness which is material in the context of the Wider Medica Group as a whole;

(f) (except for transactions between Medica and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Medica and except for transactions in the ordinary course of business), entered into any licence or other disposal of intellectual property rights of any member of the Wider Medica Group;

(g) entered into or varied or authorised, proposed or announced its intention to enter into or vary any material contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, unusual or onerous nature or magnitude or which is or which involves or could involve an obligation of a nature or magnitude which is likely to be material restrictive on the business of any member of the Wider Medica Group;

(h) entered into or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary the terms of any contract, service agreement, commitment or arrangement with any director or senior executive of any member of the Wider Medica Group;

(i) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any employee of the Wider Medica Group;

(j) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, except in respect of the matters mentioned in sub-paragraph (a) above, made any other change to any part of its share capital;

(k) (except for claims between Medica and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Medica), waived, compromised or settled any claim otherwise than of an immaterial amount in the ordinary course of business;

(l) terminated or varied the terms of any agreement or arrangement between any member of the Wider Medica Group and any other person in a manner which would or might reasonably be expected to have a material adverse effect on the financial position of the Wider Medica Group taken as a whole;

(m) made any material alteration to its articles of association or other constitutional documents (other than in connection with the Scheme);

(n) except in relation to changes made or agreed as a result of, or arising from, changes to legislation, made or agreed or consented to any change to:

(i) the terms of the trust deeds and rules constituting the pension scheme(s) established by any member of the Wider Medica Group for its directors, employees or their dependants;

(ii) the contributions payable to any such scheme(s) or to the benefits which accrue, or to the pensions which are payable, thereunder;

(iii) the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or

(iv) the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued, made, agreed or consented to;

(o) been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

(p) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;

(q) (except for transactions between Medica and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Medica), made, authorised, proposed or announced an intention to propose any change in its loan capital;

(r) entered into, implemented or authorised the entry into, any joint venture, asset or profit sharing arrangement, partnership, composition, assignment, reconstruction, amalgamation, commitment, scheme or other similar transaction or arrangement (other than the Scheme);

(s) having taken (or agreed or proposed to take) any action which requires or would require, the consent of the Panel or the approval of Medica Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the Takeover Code; or

(t) entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition 6;

No adverse change, litigation, regulatory enquiry or similar

7. except as Disclosed, since 31 December 2022 there having been:

(a) no adverse change and no circumstance having arisen which would or might be expected to result in any adverse change or deterioration in, the business, assets, value, financial or trading position or profits or prospects or operational performance of any member of the Wider Medica Group which is material in the context of the Wider Medica Group taken as a whole or is material in the context of the Acquisition;

(b) no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened, announced or instituted by or against or remaining outstanding against or in respect of, any member of the Wider Medica Group or to which any member of the Wider Medica Group is or may become a party (whether as claimant, defendant or otherwise) having been threatened, announced, instituted or remaining outstanding by, against or in respect of, any member of the Wider Medica Group, in each case which is or might reasonably be expected to be material in the context of the Wider Medica Group taken as a whole or is material in the context of the Acquisition;

(c) no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider Medica Group having been threatened, announced or instituted or remaining outstanding by, against or in respect of any member of the Wider Medica Group, in each case which might reasonably be expected to have a material adverse effect on the Wider Medica Group taken as a whole or is material in the context of the Acquisition;

(d) no contingent or other liability having arisen or become apparent to Bidco or increased other than in the ordinary course of business which is reasonably likely to affect adversely the business, assets, financial or trading position or profits or prospects or operational performance of any member of the Wider Medica Group to an extent which is material in the context of the Wider Medica Group taken as a whole or is material in the context of the Acquisition;

(e) no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Medica Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which might reasonably be expected to have a material adverse effect on the Wider Medica Group taken as a whole or is material in the context of the Acquisition; and

(f) no member of the Wider Medica Group having conducted its business in breach of any applicable laws or regulations which might reasonably be expected to have a material adverse effect on the Wider Medica Group taken as a whole or is material in the context of the Acquisition;

No discovery of certain matters regarding information, liabilities and environmental issues

8. except as Disclosed, Bidco not having discovered that:

(a) any financial, business or other information concerning the Wider Medica Group publicly announced before the date of this Announcement or disclosed at any time to any member of the Wider Bidco Group by or on behalf of any member of the Wider Medica Group before the date of this Announcement is misleading, contains a material misrepresentation of any fact, or omits to state a fact necessary to make that information not misleading, in any such case to a material extent;

(b) any member of the Wider Medica Group or any partnership, company or other entity in which any member of the Wider Medica Group has a significant economic interest and which is not a subsidiary undertaking of Medica is, otherwise than in the ordinary course of business, subject to any liability, contingent or otherwise which is material in the context of the Wider Medica Group taken as a whole or material in the context of the Acquisition;

(c) any past or present member of the Wider Medica Group has not complied in any material respect with all applicable legislation, regulations or other requirements of any jurisdiction or any Authorisations relating to the use, treatment, storage, carriage, disposal, discharge, spillage, release, leak or emission of any waste or hazardous substance or any substance likely to impair the environment (including property) or harm human or animal health or otherwise relating to environmental matters or the health and safety of humans, which non-compliance would be likely to give rise to any material liability including any penalty for non-compliance (whether actual or contingent) on the part of any member of the Wider Medica Group, in each case to an extent which is material in the context of the Wider Medica Group taken as a whole or material in the context of the Acquisition;

(d) there has been a disposal, discharge, spillage, accumulation, release, leak, emission or the migration, production, supply, treatment, storage, transport or use of any waste or hazardous substance or any substance likely to impair the environment (including any property) or harm human or animal health which (whether or not giving rise to non-compliance with any law or regulation), would be likely to give rise to any material liability (whether actual or contingent) on the part of any member of the Wider Medica Group, in each case to an extent which is material in the context of the Wider Medica Group taken as a whole or material in the context of the Acquisition;

(e) there is or is reasonably likely to be any obligation or liability (whether actual or contingent) or requirement to make good, remediate, repair, reinstate or clean up any property, asset or any controlled waters currently or previously owned, occupied, operated or made use of or controlled by any past or present member of the Wider Medica Group (or on its behalf), or in which any such member may have or previously have had or be deemed to have had an interest, under any environmental legislation, common law, regulation, notice, circular, Authorisation or order of any Third Party in any jurisdiction or to contribute to the cost thereof or associated therewith or indemnify any person in relation thereto; or

(f) circumstances exist (whether as a result of making the Acquisition or otherwise) which would be reasonably likely to lead to any Third Party instituting (or whereby any member of the Wider Medica Group would be likely to be required to institute), an environmental audit or take any steps which would in any such case be reasonably likely to result in any actual or contingent liability to improve or install new plant or equipment or to make good, repair, reinstate or clean up any property of any description or any asset now or previously owned, occupied or made use of by any past or present member of the Wider Medica Group (or on its behalf) or by any person for which a member of the Wider Medica Group is or has been responsible, or in which any such member may have or previously have had or be deemed to have had an interest, which is material in the context of the Wider Medica Group taken as a whole or material in the context of the Acquisition;

Intellectual property

9. except as Disclosed, no circumstance having arisen or event having occurred in relation to any intellectual property owned or used by any member of the Wider Medica Group, including:

(a) any member of the Wider Medica Group losing its title to any material intellectual property used in its business, or any material intellectual property owned by the Wider Medica Group being revoked, cancelled or declared invalid;

(b) any claim being asserted in writing or threatened in writing by any person challenging the ownership of any member of the Wider Medica Group to, or the validity or effectiveness of, any of its material intellectual property; or

(c) any agreement regarding the use of any material intellectual property licensed to or by any member of the Wider Medica Group being terminated or varied; and

Anti-corruption, sanctions and criminal property

10. except as Disclosed, Bidco not having discovered:

(a) (i) any past or present member, director, officer or employee of the Wider Medica Group is or has at any time engaged in any activity, practice or conduct would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977, as amended, or any other anti-corruption legislation applicable to the Wider Medica Group; or (ii) any person that performs or has performed services for or on behalf of the Wider Medica Group is or has at any time engaged in any activity, practice or conduct in connection with the performance of such services which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-corruption legislation;

(b) any asset of any member of the Wider Medica Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition) or proceeds of crime under any other applicable law, rule, or regulation concerning money laundering or proceeds of crime or any member of the Wider Medica Group is found to have engaged in activities constituting money laundering under any applicable law, rule, or regulation concerning money laundering;

(c) any past or present member, director, officer or employee of the Wider Medica Group, or any other person for whom any such person may be liable or responsible, has engaged in any business with, made any investments in, made any funds or assets available to or received any funds or assets from: (i) any government, entity or individual in respect of which US, UK or European Union persons, or persons operating in those territories, are prohibited from engaging in activities or doing business, or from receiving or making available funds or economic resources, by applicable US, UK or European Union laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control or HM Treasury & Customs; or (ii) any government, entity or individual targeted by any of the economic sanctions of the United Nations, the United States, the United Kingdom, the European Union or any of its member states; or

(d) a member of the Wider Medica Group has engaged in any transaction or conduct which would cause any member of the Wider Bidco Group to be in breach of any applicable law or regulation upon its Acquisition of Medica, including the economic sanctions of the United States Office of Foreign Assets Control or HM Treasury & Customs, or any government, entity or individual targeted by any of the economic sanctions of the United Nations, the United States, the United Kingdom, the European Union or any of its member states.

PART B: CERTAIN FURTHER TERMS OF THE ACQUISITION

1. Conditions 2(a), 2(b) and 3 to 10 (inclusive) of Part A above must each be fulfilled, determined by Bidco to be or to remain satisfied or (if capable of waiver) be waived by Bidco prior to the commencement of the Sanction Hearing, failing which the Scheme will lapse.

2. Notwithstanding the paragraph above, subject to the requirements of the Panel and the Takeover Code, Bidco reserves the right in its sole discretion to waive:

(a) the deadline set out in Condition 1 of Part A above, and any deadlines set out in Condition 2 of Part A above for the timing of the Court Meeting, the General Meeting and the Sanction Hearing. If any such deadline is not met, Bidco shall make an announcement by 8.00 a.m. on the Business Day following such deadline confirming whether it has invoked or waived the relevant Condition or agreed with Medica to extend the deadline in relation to the relevant Condition. In all other respects, Conditions 1 and 2 of Part A above cannot be waived; and

(b) in whole or in part, all or any of Conditions 3 to 10 (inclusive) of Part A above.

3. Bidco shall be under no obligation to waive (if capable of waiver), to determine to be or to treat as satisfied any of the Conditions that it is entitled (with the consent of the Panel and subject to the requirements of the Takeover Code) to invoke, by a date earlier than the latest date specified above for the fulfilment or waiver thereof, notwithstanding that the other Conditions may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

4. If Bidco is required by the Panel to make an offer for Medica Shares under the provisions of Rule 9 of the Takeover Code, Bidco may make such alterations to any of the above Conditions and terms of the Acquisition as are necessary to comply with the provisions of that Rule.

5. Under Rule 13.5(a) of the Takeover Code, Bidco may only invoke a Condition that is subject to Rule 13.5(a) of the Takeover Code so as to cause the Acquisition not to proceed, to lapse or to be withdrawn with the consent of the Panel. The Panel will normally only give its consent if the circumstances which give rise to the right to invoke the Condition are of material significance to Bidco in the context of the Acquisition. This will be judged by reference to the facts of each case at the time that the relevant circumstances arise. Conditions 1, 2(a), 2(b) and 2(c) of Part A above and, if applicable, any acceptance condition if the Acquisition is implemented by means of a Takeover Offer, are not subject to Rule 13.5(a) of the Takeover Code.

6. Any Condition that is subject to Rule 13.5(a) of the Takeover Code may be waived by Bidco.

7. Subject to paragraph 3(g) of Appendix 7 to the Takeover Code, Bidco will be under no obligation to waive (if capable of waiver) or to treat as fulfilled any of the Conditions by a date earlier than the latest date for the fulfilment of that Condition notwithstanding that the other Conditions of the Acquisition may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

8. Each of the Conditions will be regarded as a separate Condition and will not be limited by reference to any other Condition.

9. Bidco reserves the right to elect to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme (subject to the Panel's consent and the terms of the Co-operation Agreement). In such event, the Acquisition will be implemented on the same terms (subject to appropriate amendments including (without limitation) the inclusion of an acceptance condition which will be set at 90 per cent. (or such lesser percentage as Bidco may decide after, to the extent necessary, consultation with the Panel, being in any case more than 50 per cent. of the voting rights attaching to Medica Shares) of shares to which the Acquisition relates and those required by, or deemed appropriate by, Bidco under applicable law, so far as applicable) as those which would apply to the Scheme. Further, if sufficient acceptances of such Takeover Offer are received and/or sufficient Medica Shares are otherwise acquired, it will be the intention of Bidco to apply the provisions of the Companies Act to acquire compulsorily any outstanding Medica Shares to which such Takeover Offer relates.

10. The Medica Shares to be acquired under the Acquisition will be acquired with full title guarantee, fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including, without limitation, voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid, or any other return of value (whether by reduction of share capital or share premium account or otherwise) made, on or after the Effective Date (other than any dividend in respect of which a corresponding reduction in the Consideration has been made as described in paragraph 11 below).

11. If, prior to the Effective Date, the 2022 Final Dividend is declared by Medica Shareholders at Medica's 2023 annual general meeting, the Consideration will be reduced by the full amount of such dividend and the relevant eligible Medica Shareholders will be entitled to receive and retain such dividend, and any reference in this Announcement to the Consideration will be deemed to be a reference to the Consideration as so reduced.

If the Effective Date occurs prior to the 2022 Final Dividend being declared by Medica Shareholders at Medica's 2023 annual general meeting, there will be no Final Dividend and no equivalent payment will be made to Medica Shareholders by Bidco.

If any other dividend, distribution and/or return of value is proposed, authorised, declared, made or paid or becomes payable in respect of Medica Shares on or after the date of this Announcement and before the Effective Date, Bidco reserves the right (without prejudice to any right of Bidco, with the consent of the Panel, to invoke Condition 6(b) of Part A above) to reduce the Consideration by the amount of any such other dividend, distribution and/or other return of value. If Bidco exercises its right to reduce the Consideration by all or part of the amount of any other dividend, other distribution and/or other return of value, the relevant eligible Medica Shareholders will be entitled to receive and retain such other dividend, distribution and/or other return of value, and any reference in this Announcement to the Consideration will be deemed to be a reference to the Consideration as so reduced.

Any exercise by Bidco of its rights referred to in the above paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Scheme. If and to the extent that any such dividend, distribution and/or other return of value has been declared or announced but not paid or made or is not payable in respect of the Medica Shares prior to the Effective Date or by reference to a record date prior to the Effective Date or such dividend, distribution and/or other return of value is: (i) transferred pursuant to the Acquisition on a basis which entitles Bidco to receive the dividend, other distribution and/or other return of value and to retain it or; (ii) cancelled before payment, the Consideration shall not be subject to change in accordance with the above paragraph.

12. The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Any person who is subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements. Further information in relation to Overseas Shareholders will be contained in the Scheme Document.

13. The Acquisition is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction.

14. The Scheme will be governed by the laws of England and Wales and will be subject to the jurisdiction of the courts of England and Wales and to the Conditions and further terms set out in this Appendix 1 and to be set out in the Scheme Document. The Scheme will be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the Listing Rules, the FCA and the Registrar of Companies.

Appendix 2SOURCES OF INFORMATION AND BASES OF CALCULATION

In this Announcement, unless otherwise stated or the context otherwise requires, the following sources and bases have been used:

1. The "Latest Practicable Date" for the purposes of this Announcement means close of business on 21 April 2023 (being the last Business Day before the date of this Announcement).

2. The equity value of Medica's entire issued and to be issued ordinary share capital has been calculated on the basis of 126,875,625 Medica Shares, comprising:

(a) 122,633,635 Medica Shares in issue as at the Latest Practicable Date; plus

(b) 4,290,344 Medica Shares to be issued on or after the date of this Announcement on the exercise of options or vesting of awards granted or agreed to be granted under the Medica Share Plans (in accordance with the terms set out in the Co-operation Agreement); less

(c) 48,354 Medica Shares as at the Latest Practicable Date held by the Medica employee benefit trust which can be used to satisfy the exercise of options and vesting of awards under the Medica Share Plans.

3. The value of the Acquisition, based on the Consideration, of £269 million is calculated on the basis of the issued and to be issued share capital of Medica (as set out in paragraph 2 above).

4. The implied enterprise value multiple of approximately 16.6x underlying EBITDA for the year ended 31 December 2022 is based on the enterprise value of £268 million and Medica's underlying EBITDA of £16.2 million.

5. The implied enterprise value of £268.4 million is calculated by reference to the fully diluted equity value less net cash of £0.8 million as at 31 December 2022, plus lease liabilities of £1.0m as at 31 December 2022, less investments in joint ventures of £0.1 million as at 31 December 2022, less expected cash inflow from exercise of options of £0.7m.

6. Underlying EBITDA for the year ending 31 December 2022 of £16.2 million is calculated by reference to underlying operating profit of £13.6 million adjusted for the effects of amortisation of intangible fixed assets of £0.6 million and total depreciation of £1.9 million. Underlying EBITDA is a non-GAAP measure.

7. The premium calculations to the price per Medica Share used in this Announcement have been calculated by reference to:

(a) the Closing Price on 21 April 2023 (being the last Business Day before the commencement of the Offer Period) of 160.0 pence per Medica Share;

(b) the three-month volume weighted average price of 160.1 pence per Medica Share ended on 21 April 2023 (being the last Business Day before the commencement of the Offer Period) derived from Bloomberg; and

(c) the six-month volume weighted average price of 141.3 pence per Medica Share ended on 21 April 2023 (being the last Business Day before the commencement of the Offer Period) derived from Bloomberg.

8. The Closing Price on any particular date is taken from the Daily Official List.

9. Volume-weighted average prices have been derived from Bloomberg and have been rounded to the nearest single decimal place.

10. Unless otherwise stated, the financial information of Medica is extracted from the preliminary financial statements of Medica for the financial year ended 31 December 2022, published via regulatory news service on 29 March 2023.

11. Certain figures included in this Announcement have been subject to rounding adjustments.

Appendix 3IRREVOCABLE UNDERTAKINGS

1. Medica Directors

The following Medica Directors have given irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting and, if Bidco exercises its right to implement the Acquisition by way of a Takeover Offer (subject to the consent of the Panel and the terms of the Co-operation Agreement), to accept or procure acceptance of such Takeover Offer, in each case in respect of their own legal and/or beneficial holdings (or those Medica Shares over which they have control) of Medica Shares as well as any further Medica Shares of which they may become the legal and/or beneficial holder (whether as a result of the exercise of options or vesting of awards under the Medica Share Plans or otherwise):

* Stuart Quin's holding of 177,480 Medica Shares are beneficially held by his spouse, Mallika Kaviratne. Mallika Kaviratne has signed a separate irrevocable undertaking as outlined in paragraph 2 below

These irrevocable undertakings remain binding in the event a higher competing offer is made for Medica and will only cease to be binding if:

· the Scheme Document is not sent to Medica Shareholders within 28 days (or such longer period as Medica and Bidco agree, and the Panel consent);

· where Bidco has elected (in accordance with and subject to the terms of the Co-operation Agreement and with Panel consent) to proceed with the implementation of the Acquisition by way of a Takeover Offer and the Offer Document is not sent to Medica Shareholders within 28 days;

· Bidco announces, with consent of the Panel, that it does not intend to make or proceed with the Acquisition and no new, revised or replacement Takeover Offer or Scheme is announced by Bidco in accordance with Rule 2.7 of the Takeover Code at the same time;

· the Scheme (or Takeover Offer, as applicable) lapses or is withdrawn in accordance with its terms and no new, revised or replacement Takeover Offer or Scheme is announced by Bidco by such time;

· the Acquisition has not become effective or, in the event Bidco has elected (in accordance with and subject to the terms of the Co-operation Agreement and with Panel consent) to proceed with the implementation of the Acquisition by way of a Takeover Offer, the Takeover Offer has not become unconditional, in each case by the Long Stop Date; or

· the date on which any competing offer for the entire issued and to be issued share capital of Medica is declared unconditional (if implemented by way of a takeover offer) or, if proceeding by way of a scheme of arrangement, becomes effective.

2. Other Medica Shareholders

Irrevocable undertaking of non-director individual

The following holder, controller and/or beneficial owner of Medica Shares has given an irrevocable undertaking to vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting and, if Bidco exercises its right to implement the Acquisition by way of a Takeover Offer (subject to the consent of the Panel and the terms of the Co-operation Agreement), to accept or procure acceptance of such Takeover Offer, in each case in respect of their own legal and/or beneficial holdings (or those Medica Shares over which they have control) of Medica Shares as well as any further Medica Shares of which they may become the legal and/or beneficial holder:

This irrevocable undertaking remains binding in the event a higher competing offer is made for Medica and will only cease to be binding if:

· the Scheme Document is not sent to Medica Shareholders within 28 days (or such longer period as Medica and Bidco agree, and the Panel consent);

· where Bidco has elected (in accordance with and subject to the terms of the Co-operation Agreement and with Panel consent) to proceed with the implementation of the Acquisition by way of a Takeover Offer and the Offer Document is not sent to Medica Shareholders within 28 days;

· Bidco announces, with consent of the Panel, that it does not intend to make or proceed with the Acquisition and no new, revised or replacement Takeover Offer or Scheme is announced by Bidco in accordance with Rule 2.7 of the Takeover Code at the same time;

· the Scheme (or Takeover Offer, as applicable) lapses or is withdrawn in accordance with its terms and no new, revised or replacement Takeover Offer or Scheme is announced by Bidco by such time;

· the Acquisition has not become effective or, in the event Bidco has elected (in accordance with and subject to the terms of the Co-operation Agreement and with Panel consent) to proceed with the implementation of the Acquisition by way of a Takeover Offer, the Takeover Offer has not become unconditional, in each case by the Long Stop Date; or

· the date on which any competing offer for the entire issued and to be issued share capital of Medica is declared unconditional (if implemented by way of a takeover offer) or, if proceeding by way of a scheme of arrangement, becomes effective.

Irrevocable undertaking of other shareholders

The following holders, controllers and/or beneficial owners of Medica Shares have given an irrevocable undertaking to vote in favour, or procure the registered holder votes in favour, of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting and, if Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, to accept or procure acceptance of such Takeover Offer:

These irrevocable undertakings will only cease to be binding if:

· the Scheme Document or Offer Document (as the case may be) is not sent to Medica Shareholders within 28 days of the date of this Announcement;

· the Scheme (or Takeover Offer, as applicable) lapses or is withdrawn in accordance with its terms (except if the Scheme lapses or is withdrawn if Bidco elects to switch from a Scheme to a Takeover Offer in order to implement the Acquisition); or

· a third party (other than a company controlled by Bidco) announces an offer (whether by way of a scheme of arrangement or offer) for the entire issued share capital of Medica at a price of not less than 222.6 pence per ordinary share of Medica for the purposes of Rule 2.7 of the Takeover Code.

Appendix 4DEFINITIONS

The following definitions apply throughout this Announcement unless the context requires otherwise:

"2022 Final Dividend" the final dividend in respect of Medica's 2022 financial year of 1.88 pence in cash per Medica Share which was proposed by the Medica Directors on 29 March 2023 in Medica's results for the year ended 31 December 2022;

"Acquisition" the proposed acquisition by Bidco of the entire issued, and to be issued, ordinary share capital of Medica, other than Excluded Shares, to be implemented by means of the Scheme (or should Bidco elect (subject to the consent of the Panel and the terms of the Co-operation Agreement) by means of a Takeover Offer) and, where the context requires, any subsequent revision, variation, extension or renewal thereof;

"Announcement" this announcement (including the summary and Appendices to this announcement);

"Authorisations" authorisations, orders, determinations, grants, recognitions, confirmations, consents, licences, clearances, certificates, permissions, exemptions or approvals, in each case of a Third Party;

"Bidco" Moonlight Bidco Limited;

"Bidco Group" Topco and its subsidiary undertakings;

"Business Day" a day, not being a public holiday, Saturday or Sunday, on which clearing banks in London are open for normal business;

"Closing Price" the closing middle market price of a Medica Share as derived from the Daily Official List on any particular date;

"Co-operation Agreement" the co-operation agreement entered into between Bidco and Medica dated 24 April 2023 relating to, amongst other things, the implementation of the Acquisition;

"Companies Act" the Companies Act 2006, as amended;

"Conditions" the conditions to the Acquisition, as set out in Appendix 1 to this Announcement and to be set out in the Scheme Document and "Condition" shall mean any one of them;

"Confidentiality Agreement" the confidentiality agreement entered into between IK and Medica dated 28 February 2023 in respect of the Acquisition;

"Consideration" the consideration payable to Medica Shareholders pursuant to the Acquisition, comprising 212 pence in cash per Medica Share;

"Court" the High Court of Justice in England and Wales;

"Court Meeting" the meeting of Scheme Shareholders to be convened at the direction of the Court pursuant to Part 26 of the Companies Act for the purpose of considering and, if thought fit, approving the Scheme (with or without amendment), and including any adjournment, postponement or reconvening thereof, notice of which is to be contained in the Scheme Document;

"Court Order" the order of the Court sanctioning the Scheme under Part 26 of the Companies Act;

"CREST" the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator (as defined in the CREST Regulations) in accordance with which securities may be held and transferred in uncertificated form;

"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) (including as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018), as amended from time to time;

"Daily Official List" the Daily Official List published by the London Stock Exchange;

"Disclosed" the information fairly disclosed by, or on behalf of Medica: (i) in its 2022 preliminary results statement on 29 March 2023 for the financial year ended 31 December 2022; (ii) in this Announcement; and (iii) in any other announcement to a Regulatory Information Service by, or on behalf of Medica before the publication of this Announcement;

"Effective" in the context of the Acquisition: (i) if the Acquisition is implemented by way of the Scheme, the Scheme having become effective pursuant to its terms; or (ii) if the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer having been declared or having become unconditional in accordance with the requirements of the Takeover Code;

"Effective Date" the date on which the Acquisition becomes Effective;

"Euroclear" Euroclear UK & International Limited;

"Evercore" Evercore Partners International LLP;

"Excluded Shares" any Medica Shares at the Scheme Record Time which (if any):

(a) are owned or controlled by the Bidco Group; or

(b) are held by Medica as treasury shares (within the meaning of the Companies Act);

"FCA" or "Financial Conduct Authority" the Financial Conduct Authority of the United Kingdom or its successor from time to time, acting in its capacity as the competent authority for the purposes of Part VI of FSMA;

"FCA Handbook" the FCA's Handbook of rules and guidance as amended from time to time;

"Forms of Proxy" the forms of proxy for use at the Court Meeting and the General Meeting which will accompany the Scheme Document;

"FSMA" the Financial Services and Markets Act 2000, as amended from time to time;

"General Meeting" the general meeting of Medica Shareholders to be convened in connection with the Scheme to consider and, if thought fit, to approve the Resolutions (with or without amendment), which is expected to be held as soon as the preceding Court Meeting shall have concluded or been adjourned, and including any adjournment, postponement or reconvening thereof;

"IK" IK Investment Partners Limited (acting in the capacity as adviser to the IK Funds);

"IK Funds" (a) IK IX Fund No.1 SCSp; and

(b) IK IX Fund No.2 SCSp;

"Latest Practicable Date" has the meaning given to it in paragraph 1 of Appendix 2 to this Announcement;

"Lenders" Barings Global Private Loans 4 S.à r.l., Barings Global Private Loans 4(S) S.à r.l., Barings European Private Loans 3 S.à r.l., Barings European Private Loans 3A S.à r.l., Barings Segregated Direct Lending HoldCo 1 S.à r.l., Barings Segregated Direct Lending HoldCo 2 S.à r.l., Barings BDC, Inc., Barings Capital Investment Corporation, Barings Private Credit Corporation and Massachusetts Mutual Life Insurance Company;

"Liberum" Liberum Capital Limited;

"Listing Rules" the rules and regulations made by the FCA under FSMA, and contained in the FCA's publication of the same name;

"London Stock Exchange" London Stock Exchange plc or its successor;

"Long Stop Date" 31 August 2023 (or such later date as Medica and Bidco may, with the consent of the Panel, agree and, if required, as the Court may approve);

"Main Market" the main market for trading in listed securities operated by the London Stock Exchange;

"Medica" Medica Group plc;

"Medica Articles" the articles of association of Medica as amended from time to time;

"Medica Directors" the directors of Medica at the time of this Announcement or, where the context so requires, the directors of Medica from time to time;

"Medica Profit Forecasts" the Medica profit forecasts, as set out in Appendix 5 to this Announcement;

"Medica Share Plans" (a) the Medica Group plc Company Share Option Plan;

(b) the Medica Group plc Deferred Bonus Plan;

(c) the Medica Group plc 2018 Performance Share Plan; and

(d) the Medica Group plc all-employee Sharesave Scheme;

"Medica Shareholders" holders of Medica Shares;

"Medica Shares" the ordinary shares of 0.2 pence each in the share capital of Medica from time to time;

"Meetings" the Court Meeting and/or the General Meeting, as the case may be;

"Numis" Numis Securities Limited;

"Offer Document" should the Acquisition be implemented by way of a Takeover Offer, the document which would be sent to Medica Shareholders containing, amongst other things, the terms and conditions of the Takeover Offer;

"Offer Period" the offer period (as defined by the Takeover Code) relating to Medica, which commenced on 24 April 2023 (being the date of this Announcement) and ending on the earlier of: (i) the Effective Date and/or (ii) the date on which the Scheme lapses or is withdrawn (or such other date as the Takeover Code may provide or the Panel may decide);

"Official List" the Official List of the FCA;

"Opening Position Disclosure" has the same meaning given to it in Rule 8 of the Takeover Code;

"Overseas Shareholders" holders of Scheme Shares who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom;

"Panel" the Panel on Takeovers and Mergers;

"Registrar of Companies" the Registrar of Companies in England and Wales;

"Regulatory Information Service" a regulatory information service as defined in the FCA Handbook;

"relevant securities" "relevant securities" as defined in the Takeover Code;

"Resolutions" the resolution(s) to be proposed at the General Meeting necessary to facilitate the implementation of the Scheme, including, without limitation, a resolution to amend the Medica Articles by adoption and inclusion of a new article (in terms approved by Bidco) under which any Medica Shares issued or transferred after the Scheme Record Time (other than to Bidco and its nominees) shall be automatically transferred to Bidco (or as it may direct) and, where applicable, for Consideration to be paid to the transferee or to the original recipient of the Medica Shares so transferred or issued on the same terms as the Acquisition (other than terms as to timings and formalities);

"Restricted Jurisdiction" any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Acquisition (including this Announcement) is sent or made available to Medica Shareholders in that jurisdiction;

"Sanction Hearing" the Court hearing to sanction the Scheme under Part 26 of the Companies Act;

"Scheme" the proposed scheme of arrangement under Part 26 of the Companies Act between Medica and Scheme Shareholders, with or subject to any modification, addition or condition approved or imposed by the Court and agreed by Medica and Bidco, to implement the acquisition of the entire issued and to be issued share capital of Medica by Bidco;

"Scheme Document" the document to be sent to Medica Shareholders containing, amongst other things, the Scheme and the notices convening the Court Meeting and the General Meeting;

"Scheme Record Time" the time and date to be specified in the Scheme Document as being the record time for the Scheme, expected to be 6.00 p.m. on the Business Day immediately prior to the Effective Date, or such later time as Bidco and Medica may agree;

"Scheme Shareholders" holders of Scheme Shares;

"Scheme Shares" all Medica Shares which remain in issue at the Scheme Record Time and are:

(a) in issue at the date of the Scheme Document;

(b) (if any) issued after the date of the Scheme Document but before the Voting Record Time; and/or

(c) (if any) issued at or after the Voting Record Time and before the Scheme Record Time, either on terms that the original or any subsequent holders thereof shall be bound by the Scheme or in respect of which the holders thereof shall have agreed in writing to be bound by the Scheme,

excluding, in each case, any Excluded Shares;

"Significant Interest" in relation to an undertaking, a direct or indirect interest in 20 per cent. or more of the total voting rights or equity share capital of such undertaking;

"Takeover Code" the Takeover Code issued by the Panel, as amended from time to time;

"Takeover Offer" subject to the consent of the Panel and the terms of the Co-operation Agreement, should the Acquisition be implemented by way of a takeover offer as defined in Chapter 3 of Part 28 of the Companies Act, the offer to be made by or on behalf of Bidco to acquire the entire issued and to be issued share capital of Medica, other than Excluded Shares and, where the context admits, any subsequent revision, variation, extension or renewal of such offer;

"Third Party" any relevant central bank, government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental, administrative, fiscal or investigative body, court, trade agency, association, institution, environmental body, employee representative body, any entity owned or controlled by any relevant government or state, or any other body or person whatsoever in any jurisdiction;

"Topco" Moonlight Topco Limited;

"UK" or "United Kingdom" United Kingdom of Great Britain and Northern Ireland;

"US" or "United States" the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction and any political sub-division thereof;

"US Exchange Act" the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;

"Voting Record Time" the time and date to be specified in the Scheme Document by reference to which entitlement to vote at the Court Meeting and the General Meeting will be determined, expected to be 6.00 p.m. on the day which is two Business Days before the date of the Court Meeting and the General Meeting or, if the Court Meeting and/or the General Meeting is adjourned, 6.00 p.m. on the day which is two Business Days before the date of such adjourned Meeting;

"Wider Bidco Group" Bidco, funds advised by IK and each of their respective subsidiary undertakings, associated undertakings, and any other undertaking (including any joint venture, partnership, firm or company) in which Bidco and/or all such undertakings (aggregating their interests) have a Significant Interest; and

"Wider Medica Group" Medica and its subsidiary undertakings, associated undertakings, and any other undertaking (including any joint venture, partnership, firm or company) in which Medica and/or all such undertakings (aggregating their interests) have a Significant Interest.

For the purposes of this Announcement, "subsidiary", "subsidiary undertaking", "undertaking", "associated undertaking" and "equity share capital" have the meanings given by the Companies Act.

All references to "pounds", "pounds Sterling", "Sterling", "£", "pence", "penny" and "p" are to the lawful currency of the United Kingdom.

All times referred to in this Announcement are London times unless otherwise stated.

References to the singular include the plural and vice versa.

All references to statutory provisions or law or to any order or regulation shall be construed as a reference to that provision, law, order or regulation as extended, modified, replaced or re-enacted from time to time and all statutory instruments, regulations and orders from time to time made thereunder or deriving validity therefrom.

Appendix 5MEDICA PROFIT FORECASTS

As part of its 2022 preliminary results statement on 29 March 2023, Medica published the following table:

Progress against our strategic financial goals

¹ Non-GAAP unaudited operational performance measures as set out in the CMD presentation in September 2021

² YoY comparison including periods pre-acquisition

³ Defined as underlying operating profit (excluding PLC costs) divided by total assets less current liabilities and long-term debt

Application of Rule 28 to the Medica Profit Forecasts

When taken together, the statements in table with respect to revenue growth rates and target margins can be used to estimate Underlying Net Operating Profit for a period under 15 months and for a period over 15 months from the date published, which for the purposes of Rule 28.1 and Rule 28.2 of the Takeover Code, constitute profit forecasts (together, the "Medica Profit Forecasts").

Directors' confirmation

The directors of Medica confirm that, as at the date of this Announcement, the Medica Profit Forecasts remain valid and that they have been properly compiled on the basis of the assumptions stated below and that the basis of accounting used is consistent with Medica's accounting policies which are in accordance with International Financial Reporting Standards and those that Medica applied in preparing its financial statements for the year ended 31 December 2022.

Further information on the basis of preparation of the Medica Profit Forecasts, including the principal assumptions on which they are based, is set out below.

Basis of preparation and principal assumptions

The Medica Profit Forecasts are based on the assumptions listed below.

Factors outside the influence or control of the directors of Medica

· There will be no material changes to existing prevailing macroeconomic or political conditions in the markets and regions in which Medica operates.

· There will be no material changes in market conditions in relation to either customer demand, radiologist recruitment and capacity or competitive environment.

· The interest, inflation and tax rates in the markets and regions in which Medica operates will remain materially unchanged from the prevailing rates.

· There will be no material adverse events that will have a significant impact on Medica's financial performance.

· There will be no business disruptions that materially affect Medica or its key customers, including natural disasters, acts of terrorism, technological issues or supply chain disruptions.

· There will be no material changes to the prevailing foreign exchange rates that will have a significant impact on Medica's revenue or cost base.

· There will be no material changes in legislation or regulatory requirements impacting on Medica's operations or on its accounting policies.

· There will be no material litigation in relation to any of Medica's operations.

Factors within the influence or control of the directors of Medica

· There will be no material change to the present executive management of Medica.

· There will be no material change in the operational strategy of Medica.

· There will be no material adverse change in Medica's ability to maintain customer, radiologist and partner relationships.

· There will be no material acquisitions or disposals.

· There will be no material strategic investments over and above those currently planned.

· There will be no material change in the dividend or capital allocation policies of Medica.