TIDMMGP
RNS Number : 6837B
Medica Group PLC
05 June 2023
5 June 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
FOR IMMEDIATE RELEASE
Medica Group Plc
Issue of Equity and Rule 2.9 Announcement
Medica Group PLC (LSE:MGP, "Medica" or the "Company"), the UK
market leader in the provision of teleradiology services, has
allotted and issued 265,403 ordinary shares of 0.2 pence each in
the capital of the Company ("New Ordinary Shares"). The New
Ordinary Shares were issued to the trustee of the Company's
Employee Benefit Trust and will be used to satisfy awards and
options vesting in the Medica Group PLC Deferred Bonus Plan 2017
and Share Save Scheme 2020.
Applications have been made for admission of the New Ordinary
Shares to the premium listing segment of the Official List of the
Financial Conduct Authority of the United Kingdom (the "FCA") and
to trading on the London Stock Exchange plc's (the "London Stock
Exchange") main market for listed securities (together,
"Admission"). It is expected that Admission will become effective
and that dealings will commence in the New Ordinary Shares at 8.00
a.m. on 6 June 2023. The New Ordinary Shares will rank pari passu
with the existing ordinary shares in issue.
In accordance with Rule 2.9 of the City Code on Takeovers and
Mergers (the "Code"), the Company confirms that following
Admission, the Company will have 123,149,038 ordinary shares of 0.2
pence each in issue. There are no ordinary shares held in treasury.
Therefore, the Company hereby confirms that, following Admission,
the total number of voting rights in the Company will be
123,149,038. This figure may be used by shareholders as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change to their
interest in, the Company under the FCA's Disclosure Guidance and
Transparency Rules.
The International Securities Identification Number for Medica
ordinary shares is GB00BYV24996.
Enquiries:
Medica +44 (0)33 33 111 222
Stuart Quin, Chief Executive Officer
Richard Jones, Chief Financial Officer
Evercore (Lead Financial Adviser to Medica) +44 (0)20 7653
6000
Julian Oakley
Simon Elliott
Harrison George
Liberum (Joint Financial Adviser and Joint Broker to Medica) +44 (0) 20 3100 2000
Phil Walker
Mark Harrison
Richard Lindley
Numis (Joint Financial Adviser and Joint Broker to Medica) +44 (0) 20 7260 1000
Freddie Barnfield
Duncan Monteith
Euan Brown
FTI Consulting (Public Relations Adviser to Medica) +44 (0) 20 3727 1000
Ben Atwell
Victoria Foster Mitchell
Sam Purewal
medicagroupplc@fticonsulting.com
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to other
jurisdictions should inform themselves of, and observe, any
applicable requirements.
Evercore Partners International LLP ("Evercore"), which is
authorised and regulated by the Financial Conduct Authority in the
UK, is acting exclusively as financial adviser to Medica and no one
else in connection with the matters described in this announcement
and will not be responsible to anyone other than Medica for
providing the protections afforded to clients of Evercore nor for
providing advice in connection with the matters referred to herein.
Neither Evercore nor any of its subsidiaries, branches or
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Evercore in connection with this announcement, any statement
contained herein, any offer or otherwise. Apart from the
responsibilities and liabilities, if any, which may be imposed on
Evercore by the Financial Services and Markets Act 2000, or the
regulatory regime established thereunder, or under the regulatory
regime of any jurisdiction where exclusion of liability under the
relevant regulatory regime would be illegal, void or unenforceable,
neither Evercore nor any of its affiliates accepts any
responsibility or liability whatsoever for the contents of this
announcement, and no representation, express or implied, is made by
it, or purported to be made on its behalf, in relation to the
contents of this announcement, including its accuracy, completeness
or verification of any other statement made or purported to be made
by it, or on its behalf, in connection with Medica or the matters
described in this document. To the fullest extent permitted by
applicable law, Evercore and its affiliates accordingly disclaim
all and any responsibility or liability whether arising in tort,
contract or otherwise (save as referred to above) which they might
otherwise have in respect of this announcement, or any statement
contained herein.
Liberum Capital Limited ("Liberum"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom,
is acting exclusively for Medica and no one else in connection with
the Acquisition and will not be responsible to anyone other than
Medica for providing the protections afforded to clients of Liberum
Capital Limited nor for providing advice in relation to the
Acquisition or any other matters referred to in this Announcement.
Neither Liberum Capital Limited nor any of its affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Liberum Capital
Limited in connection with this Announcement, any statement
contained herein or otherwise.
Numis Securities Limited ("Numis"), which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively
for Medica and for no one else in connection with the Acquisition
and/or any other matter referred to in this Announcement and will
not be responsible to anyone other than Medica for providing the
protections afforded to its clients or for providing advice in
relation to the Acquisition, the contents of this Announcement, or
another other matters referred to in this Announcement. Neither
Numis nor any of its subsidiaries, affiliates or branches owes or
accepts any duty, liability or responsibility whatsoever (whether
direct, indirect, consequential, whether in contract, in tort,
under statute or otherwise) to any person who is not a client of
Numis in connection with this Announcement, any statement or other
matter or arrangement referred to herein or otherwise.
The person responsible for arranging for the release of this
announcement on behalf of Medica is Richard Jones, Chief Financial
Officer.
About Medica Group PLC
Medica (LSE:MGP) is an international provider of high-quality
telemedicine services. It is the market leader in teleradiology in
the UK and Ireland, working with more than 100 NHS Trusts and HSE
hospitals in Ireland, in addition to private hospitals, insurance
groups and diagnostic imaging companies. Its network of consultant
radiologists, radiographers and specialist doctors interpret and
report MRI, CT, ultrasound and X-ray images on behalf of healthcare
providers, using Medica's bespoke, secure technology platform for
fast and responsive delivery. The company's core services include
NightHawk, an urgent, out-of-hours offering available to clients
24/7 with dedicated pathways for stroke and major trauma, and
Elective, for routine reporting.
In Ireland, Medica carries out patient scanning, as well as
reporting, and runs a diabetic retinopathy screening programme for
the National Screening Service. Through its US business, RadMD,
Medica provides global pharmaceutical and biotech companies, as
well as contract research organisations with specialist imaging
services for clinical trials.
For more information please visit: www.medicagroupplc.com
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
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END
IOEMZGGVZKNGFZM
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