Form 8 (OPD) Medica Group Plc

Medica Group PLC
04 May 2023
 

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

(a) Full name of discloser:

Medica Group plc

(b) Owner or controller of interests and short positions 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.

N/A

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

     Use a separate form for each offeror/offeree

Medica Group plc

(d) Is the discloser the offeror or the offeree?

OFFEREE

(e) Date position held:

     The latest practicable date prior to the disclosure

03 May 2023

(f)  In addition to the company in 1(c) above, is the 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"

N/A

 

 

2.         POSITIONS OF THE PARTY TO THE OFFER 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

 

Class of relevant security:

 

 

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

Nil

-

Nil

-

(2) Cash-settled derivatives:

 

Nil

-

Nil

-

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

Nil

-

Nil

-

 

     TOTAL:

Nil

-

Nil

-

 

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

 

Class of relevant security in relation to which subscription right exists:

None

Details, including nature of the rights concerned and relevant percentages:

N/A

 

 

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

 

 

(a)  Interests in Medica Group plc's ordinary shares of 0.2 pence each held by the directors of Medica Group plc and their close relatives:

 

Director

No. of ordinary shares held

Percentage of issued share capital (excluding shares under option)

Gordon Roy Davis

132,726

0.10%

Richard Jones

25,156

0.02%

Stuart Quin (1)

177,480

0.14%

Joanne Easton (2)

37,828

0.03%

Dr Junaid Bajwa

17,241

0.01%

 

(1)     Stuart Quin's holding of 177,480 ordinary shares are beneficially held by his spouse, Mallika Kaviratne

(2)     Of the 37,828 ordinary shares listed, 1,540 shares are held by Joanne Easton's adult son Max Neal Easton

 

 

(b)  Interests in Medica Group plc's ordinary shares of 0.2 pence each held by other persons acting in concert with the offeree:

 

Name

No. of ordinary shares held

Percentage of issued share capital (excluding shares under option)

Kevin Terrins (3)

1,643,943

1.33%

 

(3)     Of the 1,643,943 ordinary shares listed, 443,943 are held by Kevin Terrins and 1,200,000 are held by Kevin Terrins' partner, Karen Freeburn

 

 

(c)  Interests of the directors of Medica Group plc held as options or awards under the share plans of Medica Group plc by the directors of Medica Group plc:

 

Director

No. of ordinary shares under option

Name of scheme or plan

Exercise price

Exercise period

Stuart Quin

2,684

Medica Group plc Deferred Bonus Plan

N/A

14/4/22-14/4/30

Stuart Quin

17,641

Medica Group plc Deferred Bonus Plan

N/A

26/5/23-26/5/31

Stuart Quin

87,409

Medica Group plc Deferred Bonus Plan

N/A

31/3/24-07/11/32

Stuart Quin

21,418

Medica Group plc Deferred Bonus Plan

N/A

25/3/25-28/4/33

Stuart Quin

280,211

Medica Group plc 2018 Performance Share Plan

N/A

16/09/22-15/09/29

Stuart Quin

220,677

Medica Group plc 2018 Performance Share Plan

N/A

28/05/24-27/05/31

Stuart Quin

110,337

Medica Group plc 2018 Performance Share Plan

N/A

22/06/24-21/06/31

Stuart Quin

269,257

Medica Group plc 2018 Performance Share Plan

N/A

18/04/25-7/11/32

Stuart Quin

290,594

Medica Group plc 2018 Performance Share Plan

N/A

20/04/26-28/4/33

Stuart Quin

18,000

Medica Group plc All-employee Save As You Earn Plan

£1.00

01/07/23-31/12/23

Richard Jones

5,187

Medica Group plc Deferred Bonus Plan

N/A

26/05/23-26/05/31

Richard Jones

61,700

Medica Group plc Deferred Bonus Plan

N/A

31/03/24-07/11/32

Richard Jones

15,119

Medica Group plc Deferred Bonus Plan

N/A

25/03/25-28/04/33

Richard Jones

458,895

Medica Group plc 2018 Performance Share Plan

N/A

10/11/23-09/11/30

Richard Jones

155,771

Medica Group PLC 2018 Performance Share Plan

N/A

28/05/24-27/05/31

Richard Jones

77,884

Medica Group plc 2018 Performance Share Plan

N/A

22/06/24-21/06/31

Richard Jones

190,064

Medica Group plc 2018 Performance Share Plan

N/A

18/04/25-07/11/32

Richard Jones

205,125

Medica Group plc 2018 Performance Share Plan

N/A

20/04/26-28/04/33

Richard Jones

12,328

Medica Group plc All-employee Save As You Earn Plan

£1.46

01/07/24-31/12/24

 

(d)  Interests of other persons acting in concert with the offeree held as options or awards under the share plans of Medica Group plc:

 

Director

No. of ordinary shares under option

Name of scheme or plan

Exercise price

Exercise period

Kevin Terrins

38,181

Medica Group plc Deferred Bonus Plan

N/A

31/03/24-07/11/32

Kevin Terrins

10,546

Medica Group plc Deferred Bonus Plan

N/A

25/03/25-28/04/33

Kevin Terrins

47,993

Medica Group plc 2017 Performance Share Plan

N/A

21/03/22-20/03/27

Kevin Terrins

96,392

Medica Group plc 2018 Performance Share Plan

N/A

28/05/24-27/05/31

Kevin Terrins

48,195

Medica Group plc 2018 Performance Share Plan

N/A

22/06/24-21/06/31

Kevin Terrins

121,212

Medica Group plc 2018 Performance Share Plan

N/A

18/04/25-07/11/32

Kevin Terrins

31,400

Medica Group plc 2018 Performance Share Plan

N/A

25/04/23-07/11/32

Kevin Terrins

143,081

Medica Group plc 2018 Performance Share Plan

N/A

20/04/26-28/04/33

Kevin Terrins

18,000

Medica Group plc All-employee Save As You Earn Plan

£1.00

01/07/23-31/12/23


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).

 

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 making the disclosure or any person acting in concert with it:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

 

None

 

 

(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 making the disclosure, or any person acting in concert with it, 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"

 

None

 

 

(c)        Attachments

 

Are any Supplemental Forms attached?

 

Supplemental Form 8 (Open Positions)

NO

Supplemental Form 8 (SBL)

NO

 

 

Date of disclosure:

4 May 2023

Contact name:

Richard Jones

Telephone number:

+44 (0)1424 377906

 

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 disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

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END
 
 

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Medica Group (MGP)
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