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 THE UNITED STATES.
ANNOUNCEMENT OF RESULTS OF THE EXCHANGE FACILITY MADE
AVAILABLE TO SHAREHOLDERS IN GEORGIA HEALTHCARE GROUP PLC
FOR SHARES IN GEORGIA CAPITAL PLC
Georgia Capital PLC (“GCAP”) today announces that the 0.192(1) GCAP share for every one share in Georgia Healthcare PLC (“GHG”) exchange facility (the “Exchange Facility”), which was announced on 18 November 2019, closed for acceptances at 1:00 p.m. (London time) on 17 December 2019.
In accordance with the requirements of the UK Listing Rules, the number of GCAP shares that may be exchanged by GCAP pursuant to this Exchange Facility has been limited in order to avoid an adverse impact on GHG’s public listing or index eligibility. In determining GHG’s free float in accordance with the listing and index eligibility rules, GHG shares held by GHG’s employee benefit trust, GHG directors and connected persons and GHG’s subsidiaries’ directors and connected persons have been taken into account. In addition to this, GHG’s free float is expected to be impacted by future share awards to GHG’s management. Taking these factors into account after consultation with GHG, GCAP will exchange 17,892,911 existing GHG shares for 3,435,438 new GCAP shares.
Valid acceptances in respect of 40,894,166 GHG shares were received, which have been scaled back by 56.25%. On completion of the Exchange Facility, GCAP’s shareholding in GHG will increase from 57.0% to 70.6%.
The new ordinary GCAP shares will be credited to CREST accounts as soon as practicable, commencing on 19 December 2019.
Note: (1) The announcement on 17 November 2019 stated that the share exchange ratio set at 0.192; 1 share in GCAP for every 5.22 shares in GHG. In determining final allocations, the 0.192 exchange ratio was applied.