TIDMCGEO TIDMGHG
RNS Number : 2429R
Georgia Capital PLC
26 June 2020
FORM 8 (DD)
PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON
ACTING IN CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF
DISCRETIONARY INVESTMENT CLIENTS)
Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser: Irakli Gilauri
(b) Owner or controller of interests and short positions N/A
disclosed, if different from 1(a):
The naming of nominee or vehicle companies is
insufficient. For a trust, the trustee(s),
settlor and beneficiaries must be named.
----------------------------------------------------------
(c) Name of offeror/offeree in relation to whose relevant Georgia Capital PLC (Offeror)
securities this form relates:
Use a separate form for each offeror/offeree
----------------------------------------------------------
(d) Status of person making the disclosure: Person acting in concert with offeror - Director of
e.g. offeror, offeree, person acting in concert with the Offeror
offeror/offeree (specify name of
offeror/offeree)
----------------------------------------------------------
(e) Date dealing undertaken: 25 June 2020
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(f) In addition to the company in 1(c) above, is the Yes - Georgia Healthcare Group PLC
discloser making disclosures in respect
of any other party to the offer?
If it is a cash offer or possible cash offer, state "N/A"
----------------------------------------------------------
2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in
more than one class of relevant securities of the offeror or
offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for
each additional class of relevant security.
(a) Interests and short positions in the relevant securities of
the offeror or offeree to which the disclosure relates following
the dealing
Class of relevant security: Ordinary Shares of 1 pence per share
Interests Short positions
----------------------- ------------------
Number % Number %
------------ --------- ----------- -----
(1) Relevant securities owned and/or controlled: 867,825 2.20% Nil Nil
------------ --------- ----------- -----
(2) Cash-settled derivatives: Nil Nil Nil Nil
------------ --------- ----------- -----
(3) Stock-settled derivatives (including options) and agreements to Nil Nil Nil Nil
purchase/sell:
------------ --------- ----------- -----
TOTAL: 867,825 2.20% Nil Nil
------------ --------- ----------- -----
Irakli Gilauri also holds relevant securities in Georgia
Healthcare Group PLC, the offeree, which were disclosed in an
opening position disclosure statement of the offeror dated 29 April
2020 and which have not changed.
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions
(including traded options), or agreements to purchase or sell
relevant securities, should be given on a Supplemental Form 8 (Open
Positions).
Details of any securities borrowing and lending positions or
financial collateral arrangements should be disclosed on a
Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities (including directors' and other employee options)
Nil cost options of the directors of Georgia Capital PLC over
ordinary shares of 1 pence each in Georgia Capital PLC
Director Description Date of grant Number of ordinary Exercise period
of award shares of 1 pence
each
subject to the
outstanding
awards
------------ --------------- ------------------- ----------------
Option 3 February 36,000 1 January 2021
2017
------------ --------------- ------------------- ----------------
Option 8 January 2018 54,000 1 January 2021
-
1 January 2022
------------ --------------- ------------------- ----------------
Option 16 March 2018 15,182 1 January 2021
------------ --------------- ------------------- ----------------
Option 18 May 2018 72,000 1 January 2021
-
1 January 2023
------------ --------------- ------------------- ----------------
Option 29 April 2019 85,611 1 January 2021
-
1 January 2024
------------ --------------- ------------------- ----------------
Option 29 April 2019 127,500 1 January 2021
-
1 January 2023
------------ --------------- ------------------- ----------------
Option 31 December 5,714 1 January 2021
2019 -
1 January 2024
------------ --------------- ------------------- ----------------
Option 6 January 2020 180,000 1 January 2021
-
1 January 2025
------------ --------------- ------------------- ----------------
Option 2 January 2020 10,814 1 January 2021
-
1 January 2025
------------ --------------- ------------------- ----------------
3. DEALINGS BY THE PERSON MAKING THE DISCLOSURE
Where there have been dealings in more than one class of
relevant securities of the offeror or offeree named in 1(c), copy
table 3(a), (b), (c) or (d) (as appropriate) for each additional
class of relevant security dealt in.
The currency of all prices and other monetary amounts should be
stated.
(a) Purchases and sales
(i) Party to an offer or person acting in concert (except for a
principal trader in the same group as a connected adviser)
Class of relevant security Purchase/sale Number of securities Price per unit
N/A N/A N/A N/A
-------------- --------------------- ---------------
(ii) Principal trader where the sole reason for the connection
is that the principal trader is in the same group as a connected
adviser
Class of relevant Purchases/ sales Total number of Highest price per unit Lowest price per unit
security securities paid/received paid/received
N/A N/A N/A N/A N/A
----------------- ------------------------ ----------------------- -----------------------
(b) Cash-settled derivative transactions
Class of relevant Product description Nature of dealing Number of reference Price per unit
security e.g. CFD e.g. opening/closing a securities
long/short position,
increasing/reducing a
long/short position
N/A N/A N/A N/A N/A
-------------------- ------------------------- ------------------------- ---------------
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
Class of Product Writing, Number of Exercise Type Expiry date Option money
relevant description purchasing, securities price per e.g. paid/
security e.g. call selling, to which unit American, received per
option varying etc. option European unit
relates etc.
N/A N/A N/A N/A N/A N/A N/A N/A
------------- ------------- ------------- -------------- ------------- ------------ -------------
(ii) Exercise
Class of relevant Product description Exercising/ exercised Number of securities Exercise price per
security e.g. call option against unit
Ordinary shares of 1 Nil cost options GCAP Shares 182,998 Nil
pence each
-------------------- ----------------------- --------------------- -----------------------
(d) Other dealings (including subscribing for new securities)
Class of relevant security Nature of dealing Details Price per unit (if applicable)
e.g. subscription, conversion
N/A N/A N/A N/A
------------------------------- -------- -------------------------------
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal
or informal, relating to relevant securities which may be an inducement to deal or refrain
from dealing entered into by the party to the offer or person acting in concert making the
disclosure and any other person:
Irrevocable commitments and letters of intent should not be included. If there are no such
agreements, arrangements or understandings, state "none"
N/A
(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the party
to the offer or person acting in concert making the disclosure and any other person relating
to:
(i) the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant securities to which
any derivative is referenced:
If there are no such agreements, arrangements or understandings, state "none"
N/A
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) NO
Supplemental Form 8 (SBL) NO
---
Date of disclosure: 26 June 2020
Contact name: Levan Dadiani
----------------
Telephone number: +995 599 516467
----------------
Public disclosures under Rule 8 of the Code must be made to a
Regulatory Information Service.
The Panel's Market Surveillance Unit is available for
consultation in relation to the Code's dealing disclosure
requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at
www.thetakeoverpanel.org.uk .
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
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