TIDMCGEO TIDMGHG
RNS Number : 2822T
Georgia Capital PLC
17 July 2020
OFFER FOR GEORGIA HEALTHCARE GROUP PLC
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. IN PARTICULAR,
THIS ANNOUNCEMENT SHOULD NOT BE RELEASED, PUBLISHED, DISTRIBUTED,
FORWARDED OR TRANSMITTED, IN WHOLE OR IN PART, IN, INTO OR FROM ANY
RESTRICTED JURISDICTION, INCLUDING THE US.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
17 July 2020
RECOMMED FINAL SHARE EXCHANGE OFFER
for
GEORGIA HEALTHCARE GROUP PLC
by
GEORGIA CAPITAL PLC
CLOSE OF OFFER AND COMPULSORY ACQUISITION OF REMAINING GHG
SHARES
On 19 May 2020 the board of directors of Georgia Capital PLC
(GCAP) and the Independent Directors of Georgia Healthcare Group
PLC (GHG) announced that they had reached agreement on the terms of
a recommended share exchange offer to be made by GCAP for the
entire issued or to be issued share capital of GHG not already
owned by GCAP (the Offer).
On 8 July 2020, GCAP announced that the Offer had been declared
unconditional in all respects and that cancellation of listing and
trading of GHG Shares will take effect no earlier than 8.00 a.m.
(London time) on 5 August 2020.
GCAP hereby announces that the Offer was closed for further
acceptances at 1:00 pm (London Time) on 16 July 2020.
Level of acceptances and GCAP's interests
As at 1.00 p.m. on 16 July 2020, valid acceptances had been
received from GHG Shareholders in respect of a total of 35,270,364
GHG Shares, representing approximately 26.78% of the issued share
capital of GHG.
Accordingly, the acceptances received, when aggregated with
GCAP's existing interest in GHG, will result in GCAP holding
128,281,778 GHG Shares (representing 97.41% of the issued share
capital of GHG).
The percentages of GHG Shares referred to in this announcement
are based upon a figure of 131,681,820 GHG Shares in issue at close
of business on 15 July 2020.
Compulsory Acquisition
GCAP has now unconditionally contracted to acquire not less than
90 per cent. in nominal value of the GHG Shares to which the Offer
relates and not less than 90 per cent. of the voting rights
attaching to such GHG Shares. Accordingly, GCAP will today begin
the implementation of the compulsory acquisition procedure to
acquire the remaining GHG Shares under Chapter 3 of Part 28 of the
Companies Act, as contemplated by the Offer Document.
GCAP is today despatching compulsory acquisition notices under
section 979 of the Companies Act to the holders of GHG Shares who
have not accepted the Offer. The transfer of the compulsorily
acquired GHG Shares is expected to take place on the expiry of six
weeks from the date of the compulsory acquisition notices, being 28
August 2020. The consideration to which those remaining GHG
Shareholders will be entitled will be held by GHG as trustee on
behalf of those remaining GHG Shareholders who have not accepted
the Offer and they will be required to claim their consideration by
writing to GHG at the end of the six week period.
Terms defined in the Offer Document have the same meaning in
this announcement unless the context otherwise requires.
Enquiries
Georgia Capital PLC ir@gcap.ge
Irakli Gilauri, Chairman & CEO
Giorgi Alpaidze, CFO
Numis Securities Limited (Financial Advisor to GCAP) 0207 260 1000
Hugh Jonathan
George Fry
Vicki Paine
Georgia Healthcare Group PLC www.ghg.com.ge
Nikoloz Gamkrelidze
Irakli Gogia
Michael Oliver
Investec Bank plc (Financial Adviser to GHG) 020 7597 5970
Sara Hale
William Godfrey
Tejas Padalkar
Freshfields Bruckhaus Deringer LLP is acting as legal adviser to
Georgia Capital PLC in connection with the Offer. Baker &
McKenzie LLP is acting as legal adviser to Georgia Healthcare Group
PLC in connection with the Offer.
Important notices relating to financial advisers
Numis Securities Limited, which is authorised and regulated in
the United Kingdom by the FCA, is acting as Financial Adviser
exclusively for GCAP and no one else in connection with the matters
set out in this announcement and will not regard any other person
as its client in relation to the matters in this announcement and
will not be responsible to anyone other than GCAP for providing the
protections afforded to clients of Numis, nor for providing advice
in relation to any matter referred to herein.
Further information
This announcement is not intended to and does not constitute, or
form part of, an offer, invitation or the solicitation of an offer
to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the Offer or otherwise,
nor shall there be any sale, issuance or transfer of securities of
GHG in any jurisdiction in contravention of applicable law. The
Offer is being made solely by means of the Offer Document and (in
respect of GHG Shares held in certificated form) the acceptance
forms accompanying the Offer Document, which, together, contain the
full terms and conditions of the Offer including details of how it
may be accepted.
This announcement does not constitute a prospectus or a
prospectus equivalent document.
Overseas jurisdictions
The availability of the Offer to GHG Shareholders who are not
resident in and citizens of the UK 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 UK should
inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions. Further details in
relation to Overseas Shareholders are contained in the Offer
Document.
The release, publication or distribution of this announcement in
or into jurisdictions other than the UK, including the US, may be
restricted by law and therefore any persons who are subject to the
law of any jurisdiction other than the UK should inform themselves
about, and observe, any applicable requirements. Any failure to
comply with the applicable 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 Offer disclaim any responsibility or liability for
the violation of such restrictions by any person. This announcement
has been prepared for the purposes of complying with English law
and the Code and the 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 of
England.
The Offer is not being made, directly or indirectly, in, into or
from any Restricted Jurisdiction, including the US, or any other
jurisdiction where to do so would violate the laws in that
jurisdiction. Accordingly, copies of this announcement and formal
documentation relating to the Offer have not be and must not be,
mailed or otherwise forwarded, distributed or sent in, into or from
any Restricted Jurisdiction (including the US) or any other
jurisdiction where to do so would violate the laws of that
jurisdiction.
Further details in relation to GHG Shareholders in overseas
jurisdictions are contained in the Offer Document.
Notice to US Offeree Shareholders
This announcement is not intended to, and does not, constitute
or form part of any offer or invitation to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any
securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the offer or otherwise. The Offer is made
solely through the Offer Document, which contains the full terms
and conditions of the Offer, including details of how the Offer may
be accepted. Any acceptance or other response to the Offer should
be made only on the basis of the information in the Offer
Document.
The Offer relates to the shares of a UK company and is subject
to UK procedural and disclosure requirements that are different
from certain of those of the US. Any financial statements or other
financial information included in this announcement may have been
prepared in accordance with non-US accounting standards that may
not be comparable to the financial statements of US companies or
companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the US. It may be
difficult for US holders of shares to enforce their rights and any
claims they may have arising under the US federal securities laws
in connection with the Offer, since GCAP and GHG 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 United
States. US holders of shares in GCAP or GHG may not be able to sue
GCAP, GHG or their respective officers or directors in a non-US
court for violations of US securities laws. Further, it may be
difficult to compel GCAP, GHG and their respective affiliates to
subject themselves to the jurisdiction or judgment of a US
court.
The Offer is being implemented by way of a takeover offer under
English law. Accordingly, the Offer is being made in the US
pursuant to Section 14(e) and Regulation 14E under the US Exchange
Act as a "Tier II" tender offer, and otherwise in accordance with
the requirements of the Code. Accordingly, the Offer is subject to
disclosure and other procedural requirements, including with
respect to withdrawal rights, offer timetable, settlement
procedures and timing of payments that may be different from those
applicable under US domestic tender offer procedures and law. A
person who receives New GCAP Shares pursuant to the Offer may not
resell such securities without registration under the US Securities
Act or without an applicable exemption from registration or unless
in a transaction not subject to registration (including a
transaction that satisfies the applicable requirements of
Regulation S under the US Securities Act).
This announcement does not constitute an offer of securities for
sale in the US. Securities may not be offered or sold in the United
States absent registration or an exemption from registration. GCAP
does not intend to make a public offering of securities in the US,
but if undertaken any such public offering would need to be made by
means of a prospectus that would contain detailed information about
the company and management, as well as financial statements. No
offer to acquire securities or to exchange securities for other
securities has been made, or will be made, directly or indirectly,
in or into, or by use of the mails, any means or instrumentality of
interstate or foreign commerce or any facilities of a national
securities exchange of, the US or any other country in which such
offer may not be made other than (i) in accordance with the US
Securities Act, as amended, or the securities laws of such other
country, as the case may be, or (ii) pursuant to an available
exemption from such requirements. In particular, New GCAP Shares
will only be made available in the United States to qualified
institutional buyers (as defined in Rule 144A under the US
Securities Act) or accredited investors (as defined in Rule 501(a)
under the US Securities Act) in transactions that are exempt from
the registration requirements of the US Securities Act. Such
shareholders will be required to make such acknowledgements and
representations to, and agreements with, GCAP as GCAP may require
to establish that they are entitled to receive New GCAP Shares.
Nothing in this announcement shall be deemed an acknowledgement
that any SEC filing is required or that an offer requiring
registration under the US Securities Act may ever occur in
connection with the Offer.
The New GCAP Shares have not been, and will not be, registered
under the securities laws of any state or jurisdiction in the
United States and, accordingly, will only be issued to the extent
that exemptions from the registration or qualification requirements
of state "blue sky" securities laws are available, or such
registration or qualification requirements have been complied
with.
US investors should closely read paragraph 12 of Part II, as
well as paragraphs 7 and 8 of Part C of Appendix I, of the Offer
Document, for further details. In particular, US investors should
note that once the Offer is declared unconditional in all respects,
GCAP will accept all GHG Shares that have by that time been validly
tendered in acceptance of the Offer and will, in accordance with
the City Code, settle the relevant consideration for all such
accepted GHG Shares within 14 calendar days of such date, rather
than the three trading days that US investors may be accustomed to
in US domestic tender offers. Similarly, if the Offer is terminated
or withdrawn, all documents of title will be returned to
shareholders within 14 calendar days of such termination or
withdrawal.
The receipt of GCAP Shares pursuant to the Offer by a US GHG
Shareholder should qualify as a tax-free reorganization under
section 368(a)(1)(B) of the US Internal Revenue Code of 1986, as
amended provided that (i) following completion of the Offer, GCAP
owns at least 80% of the voting power of all voting equity
securities of GHG and at least 80% of each other class of equity
security of GHG and (ii) GCAP has not and does not, in connection
with the Offer, acquire any equity security for consideration other
than GCAP voting stock. Assuming the receipt of GCAP Shares
pursuant to the Offer by a US GHG Shareholder should qualify as a
tax-free reorganization, for US federal income tax purposes, a US
GHG Shareholder (i) should not recognise any income, gain or loss
upon the receipt of GCAP Shares, (ii) should have an adjusted tax
basis in the GCAP Shares equal to such US GHG Shareholder's
adjusted tax basis of the GHG Shares surrendered in exchange for
the GCAP Shares and (iii) should have a holding period for the GCAP
Shares that includes the period during which the US GHG Shareholder
held the GHG Shares in respect of which the GCAP Shares have been
received. A US GHG Shareholder that acquired GHG Shares at
different times and at different prices will be required to
calculate a separate tax basis and holding period for each block of
GHG Shares and then allocate that basis separately to the
corresponding number of GCAP Shares received in the Offer. A US GHG
Shareholder that will own at least 5% of the total voting power of
all voting equity securities of GCAP or the total value of all
equity securities of GCAP immediately after the receipt of GCAP
Shares pursuant to the Offer (including any equity securities of
GCAP owned previously) may be required to recognise gain unless
such US GHG Shareholder enters into a gain recognition agreement
with the US Internal Revenue Service. A US GHG Shareholder will
recognise gain or loss on any fractional entitlements to New GCAP
Shares. For the purpose of recognising such gain or loss, a US GHG
Shareholder that receives foreign currency in lieu of any
fractional entitlements to New GCAP Shares will realise an amount
equal to the US dollar value of the foreign currency at the spot
rate of exchange on the date the foreign currency is received. If
no amount is received, because such US GHG Shareholder's individual
entitlement is less than GBP5.00, the amount deemed realised will
be nil. If the receipt of GCAP Shares pursuant to the Offer by a US
GHG Shareholder does not qualify as a tax-free reorganization, a US
GHG Shareholder generally would recognise gain or loss on the
receipt of GCAP Shares. Each US GHG Shareholder is urged to consult
his or her independent professional advisor immediately regarding
the US federal income tax consequences of acceptance of the
Offer.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) under the US Exchange Act, GCAP or its nominees, or its
brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, GHG Shares outside the
United States, other than pursuant to the Offer, before or during
the period in which the Offer remains open for acceptance. Also, in
accordance with Rule 14e5(b) under the US Exchange Act, Numis will
continue to act as an exempt principal trader in GHG Shares on the
London Stock Exchange. These purchases may occur either in the open
market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases will be
disclosed as required in the UK, will be reported to a Regulatory
Information Service and will be available on the London Stock
Exchange website, www.londonstockexchange.com .
Forward looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Offer, and other information published by GCAP and GHG 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 of the management of GCAP and GHG
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 Offer on GCAP and GHG, the expected timing and scope of the
Offer 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 "plans", "expects" or "does not
expect", "is expected", "is subject to", "budget", "scheduled",
"estimates", "forecasts", "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. Although GCAP and GHG believe that the expectations
reflected in such forward-looking statements are reasonable, GCAP
and GHG 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 the satisfaction of the
Conditions, as well as additional factors, such as fluctuations in
the capital markets; fluctuations in interest and exchange rates;
increased regulation or regulatory scrutiny; the occurrence of
unforeseen disasters or catastrophes; political or economic
instability in principal markets; adverse outcomes in litigation;
and general, local and global economic, political, business and
market conditions. Other unknown or unpredictable factors could
cause actual results to differ materially from those in the
forward-looking statements. Such forward-looking statements should
therefore be construed
in the light of such factors. Neither GCAP nor GHG, nor any of
their respective associates or directors, officers or advisers,
provides 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. You are cautioned not to place undue reliance on these
forward-looking statements. Other than in accordance with their
legal or regulatory obligations (including under the UK Listing
Rules and the Disclosure Guidance and Transparency Rules of the
FCA), neither GCAP or GHG is under any obligation, and GCAP and GHG
expressly disclaim any intention or obligation, to update or revise
any forward-looking statements, whether as a result of new
information, future events or otherwise.
Publication on website and hard copies
A copy of this announcement and the documents required to be
published by Rule 26 of the Code will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on GCAP's website at www.georgiacapital.ge and GHG's
website at www.ghg.com.ge . For the avoidance of doubt, the
contents of those websites are not incorporated into and do not
form part of this announcement.
Further copies of the Offer Document and the Form of Acceptance
are available from Computershare at the address set out in
paragraph 3(a) of Part C of Appendix I of the Offer Document. If
you have received this announcement in electronic form, copies of
this announcement and any document or information incorporated by
reference into this announcement will not be provided unless such a
request is made.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
OUPEAAXKFDXEEAA
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