Share exchange facility for GHG shareholders

ANNOUNCEMENT OF OPPORTUNITY TO EXCHANGE SHARES IN

GEORGIA HEALTHCARE GROUP PLC

FOR SHARES IN

GEORGIA CAPITAL PLC

HIGHLIGHTS

  • Opportunity for shareholders of Georgia Healthcare Group PLC (GHG) to exchange their shares in GHG for shares in Georgia Capital PLC (GCAP);
  • Share exchange ratio set at 0.192; 1 share in GCAP for every 5.22 shares in GHG;
  • The Exchange Facility will be limited to a maximum of 4.5m shares in GCAP, equivalent to 23.6m shares in GHG.  If exercised in full, GCAP’s shareholding in GHG would increase from 57% to almost 75%;
  • The Exchange Facility will be open from 18 November 2019, 7.00 a.m. London time until 17 December 2019, 1.00 p.m. London time;
  • It has been agreed with the Takeover Panel Executive that the Exchange Facility is not an offer subject to the Takeover Code; and
  • Citigroup and BNP Paribas are acting as financial advisers to GCAP in relation to the Exchange Facility.