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Medica Group PLC (MGP)

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Tuesday 23 March, 2021

Medica Group PLC

Correction: Results of Fundraise and TVR

RNS Number : 1746T
Medica Group PLC
23 March 2021
 

The following amendments have been made to the 'Results of Fundraise and Total Voting Rights' announcement released on 23 March at 07:00 under RNS No 1085T.

 

Under the section, 'Directors' and PDMRs' participation in the Subscription', the 'Beneficial interest in existing Ordinary Shares held immediately prior to the Fundraise' for Steve Whittern was incorrectly displayed as '-'. This has been amended to be 37,037 and therefore also increased the numbers for Steve Whittern's 'Beneficial interest in Ordinary Shares held immediately following Admission' (from 13,793 to 50,830) and his 'Per cent. of enlarged issued ordinary share capital held immediately following Admission' (from 0.01 to 0.04).

 

All other details remain unchanged.

 

The full amended text is shown below.

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN MEDICA GROUP PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF MEDICA GROUP PLC.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR").

 

 

 

23 March 2021

 

Medica Group PLC

 

("Medica" or the "Group" or the "Company")

 

Results of Fundraise and Total Voting Rights

 

Medica Group plc is pleased to announce the successful completion of the placing of new ordinary shares of 0.2 pence each in the capital of the Company ("Ordinary Shares"), which was announced yesterday (the "Fundraise Announcement").

 

A total of 10,727,666 Placing Shares have been placed by Investec Bank plc ("Investec") and Liberum Capital Limited ("Liberum") (together, the "JointBookrunners"), at a price of 145 pence per Placing Share.

 

The Placing Shares represent approximately 9.6 per cent. of the existing issued share capital of the Company and will raise gross proceeds of approximately £15.5 million. The Placing Price of 145 pence represents a discount of approximately 4.9 per cent. to the closing mid-market price of 152.5 pence per Ordinary Share on 22 March 2021 (being the latest practicable date prior to the Fundraise Announcement).

 

In conjunction with the Placing, all of the directors of the Company ("Directors"),  Junaid Bajwa (who will be non-executive director from 1 April 2021) and certain members of the senior management team have agreed to subscribe for 383,444 new Ordinary Shares at the Placing Price which amounts to gross subscription proceeds for the Company of £556,000 in aggregate.

 

The Placing and Subscription have raised, in aggregate, gross proceeds of approximately £16 million for the Company. The New Shares to be issued under the Fundraise represent, in aggregate, approximately 9.98 per cent. of the existing issued ordinary share capital of the Company.

 

Capitalised terms used have the meanings given to them in the Fundraise Announcement released yesterday (RNS Number: 0913T), unless the context provides otherwise.

 

Directors' and PDMRs' participation in the Subscription

 

All of the Directors, Junaid Bajwa and certain other persons discharging managerial responsibilities ("PDMRs") have agreed to subscribe for Subscription Shares at the Placing Price. Details of the Subscription Shares for which the Directors Junaid Bajwa and PDMRs have subscribed and their resultant shareholdings are displayed below:

 

 

 

 

 

 

Name

Beneficial interest in existing Ordinary Shares held immediately prior to the Fundraise

Number of new Ordinary Shares subscribed for under the Fundraise

Beneficial interest in Ordinary Shares held immediately following Admission

Per cent. of enlarged issued ordinary share capital held immediately following Admission

Roy Davis

112,037

20,689

132,726

0.11

Steve Whittern

37,037

13,793

50,830

0.04

Joanne Easton

19,047

17,241

36,288

0.03

Stuart Quin

67,041

31,034

98,075

0.08

Stephen Davies

576,634

241,379

818,013

0.67

Richard Jones

18,260

6,896

25,156

0.02

Kevin Terrins

395,166

34,482

429,648

0.35

Rob Lavis

-

689

689

0.00

Junaid Bajwa

-

17,241

17,241

0.01

 

 

Smaller related party transaction

 

Aberforth Partners ("Aberforth"), Gresham House plc ("GreshamHouse") and Artemis Investment Management ("Artemis") are each separately classified as a related party of the Company by virtue of being substantial shareholders for the purposes of Chapter 11 of the Listing Rules of the FCA (the "Listing Rules").

Shareholder

Number of existing Ordinary Shares held immediately prior to the Fundraise

Per cent. of existing Ordinary Shares held immediately prior to the Fundraise

Number of Ordinary Shares subscribed for at the Placing Price

Number of Ordinary Shares held immediately following Admission

Per cent. of enlarged issued ordinary share capital held immediately following Admission

Aberforth

16,426,981

14.76

1,600,000

18,026,981

14.73

Gresham House

13,189,339

11.85

1,316,936

14,506,275

11.85

Artemis

11,189,654

10.06

630,000

11,819,654

9.66

 

Each of the subscriptions in the table above constitutes a smaller related party transaction for the purposes of Listing Rule 11.1.10R.

 

A smaller related party transaction does not require the approval of independent shareholders of the Company. The transaction falls within Listing Rule 11.1.10R (smaller related party transactions) and this announcement is made in accordance with Listing Rule 11.1.10R(2)(c).

 

Admission

 

Applications have been made for the New Shares to be admitted to the premium listing segment of the Official List of the Financial Conduct Authority and to be admitted to trading on the main market for listed securities of London Stock Exchange plc (together, "Admission") . It is expected that settlement for the New Shares and Admission will take place on or before 8.00 a.m. (London time) on 25 March 2021 (or such later time and/or date as may be agreed between the Company and the Joint Bookrunners, being not later than 8.00 a.m. on 8 April 2021), and that dealings in the New Shares will commence at that time. The New Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing issued Ordinary Shares of the Company, including, without limitation, the right to receive all dividends and other distributions declared, made or paid in respect of the Ordinary Shares after Admission.

 

The Placing is conditional upon, amongst other things, (i) the Acquisition Agreement not having been terminated prior to Admission and having become unconditional in all respects, (ii) Admission becoming effective and (iii) the Placing Agreement not being terminated in accordance with its terms, prior to Admission. The Subscription is conditional upon Admission becoming effective.

 

Total Voting Rights

 

Following Admission, the Company will have 122,390,760 Ordinary Shares in issue. There are no Ordinary Shares held in treasury. Therefore, the Company hereby confirms that, immediately following Admission, the total number of voting rights in the Company will be 122,390,760. 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.

 

Inside Information

 

This announcement ("Announcement") is released by Medica Group plc and contains inside information for the purposes of Article 7 of MAR, and is disclosed in accordance with the Company's obligations under Article 17 of MAR.

 

For the purposes of MAR, Article 2 of Commission Implementing Regulation (EU) 2016/1055 and the UK version of such implementing regulation, the person responsible for arranging for the release of this Announcement is  Richard Jones, Chief Financial Officer.

 

For further information, please contact

 

Medica Group PLC

Stuart Quin, Chief Executive Officer

Richard Jones, Chief Financial Officer

 

+44 (0)33 33 111 222  

Investec Bank plc (Joint Broker and Joint Bookrunner)

Sara Hale

Daniel Adams

Virginia Bull

Ben Farrow

 

 +44 (0) 207 597 5970

 

Liberum Capital Limited (Joint Broker and Joint Bookrunner)

Bidhi Bhoma

Richard Lindley

Euan Brown

 

+44 (0) 203 3100 2000

FTI Consulting

Victoria Foster Mitchell

Robert Winder

+44 (0) 203 727 1000

 

 

 

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section below.

 

IMPORTANT NOTICES

 

Neither this Announcement, nor any copy of it, may be taken or transmitted, published or distributed, directly or indirectly, in whole or in part, in or into the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction (each, a "Restricted Jurisdiction"). This Announcement is for information purposes only and neither it, nor the information contained in it, shall constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for any shares in the capital of the Company in the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation.  Any failure to comply with these restrictions may constitute a violation of securities laws of such jurisdictions. 

The Placing Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, pledged, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States.

No action has been taken by the Company, the Joint Bookrunners or any of their respective directors, officers, partners, agents, employees, affiliates, advisors, consultants or, in the case of the Joint Bookrunners, persons connected with them as defined in the Financial Services and Markets Act 2000, as amended ("FSMA") (together, "Affiliates") that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any restrictions contained in this Announcement.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action.

This Announcement has not been approved by the Financial Conduct Authority or the London Stock Exchange.

No offering document or prospectus will be made available in connection with the matters contained or referred to in this Announcement and no such offering document or prospectus is required to be published, in accordance with Regulation (EU) 2017/1129 (the "EUProspectus Regulation") or Regulation (EU) 2017/1129, as amended and retained in UK law on 31 December 2020 by the European Union (Withdrawal) Act 2018 (the "EUWA") (the "UK Prospectus Regulation"). No public offering of the Placing Shares is being made by any person anywhere and the Company has not authorised or consented to any such offering in relation to the Placing Shares.

This Announcement is for information purposes only and are directed only at: (a) in a Member State of the European Economic Area ("EEA"), persons who are "qualified investors" within the meaning of Article 2(e) of the EU Prospectus Regulation (as amended and/or supplemented from time to time and includes any relevant implementing measure in any Member State); and (b) in the United Kingdom, persons who are "qualified investors" within the meaning of Article 2(e) of the UK Prospectus Regulation who are also: (i) "investment professionals" within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order; or (c) otherwise, persons to whom it may otherwise be lawful to communicate them (all such persons in (a), (b) and (c), together being referred to as "Relevant Persons"). This Announcement must not be acted on or relied on by persons who are not Relevant Persons.

This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of FSMA by, a person authorised under FSMA. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person.

This Announcement has been issued by, and is the sole responsibility of, the Company. No responsibility or liability is or will be accepted by, and no undertaking, representation or warranty or other assurance, express or implied, is or will be made or given by either of the Joint Bookrunners, or by any of their respective Affiliates as to, or in relation to, the accuracy, fairness or completeness of the information or opinions contained in this Announcement or any other written or oral information made available to or publicly available to any interested person or its advisers, and any liability therefore is expressly disclaimed.

None of the information in this Announcement has been independently verified or approved by either of the Joint Bookrunners or any of their Affiliates. Save for any responsibilities or liabilities, if any, imposed on the Joint Bookrunners by FSMA or by the regulatory regime established under it, no responsibility or liability whatsoever whether arising in tort, contract or otherwise, is accepted by either of the Joint Bookrunners or any of their respective Affiliates whatsoever for the contents of the information contained in this Announcement (including, but not limited to, any errors, omissions or inaccuracies in the information or any opinions) or for any other statement made or purported to be made by or on behalf of either of the Joint Bookrunners or any of their respective Affiliates in connection with the Company, the Placing Shares or the Placing or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this Announcement or its contents or otherwise in connection with this Announcement or from any acts or omissions of the Company in relation to the Placing. Each of the Joint Bookrunners and their respective Affiliates accordingly disclaim all and any responsibility and liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement and no representation or warranty, express or implied, is made by either of the Joint Bookrunners or any of their respective Affiliates as to the accuracy, completeness or sufficiency of the information contained in this Announcement.

Investec Bank is authorised by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the FCA and the PRA. Investec Europe Limited (trading as Investec Europe) ("Investec Europe"), acting as agent on behalf of Investec Bank in certain jurisdictions in the EEA (together Investec Bank and Investec Europe hereinafter referred to as "Investec"), is regulated in Ireland by the Central Bank of Ireland. Investec is acting solely for the Company and no-one else in connection with the Placing and the transactions and arrangements described in this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing or the transactions and arrangements described in this Announcement. Investec is not responsible to anyone other than the Company for providing the protections afforded to clients of Investec or for providing advice in connection with the contents of this Announcement, the Placing or the transactions and arrangements described herein.

Liberum, which is authorised and regulated in the United Kingdom by the FCA, is acting solely for the Company and no-one else in connection with the Placing and the transactions and arrangements described in this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing or the transactions and arrangements described in this Announcement. Liberum is not responsible to anyone other than the Company for providing the protections afforded to clients of Liberum or for providing advice in connection with the contents of this Announcement, the Placing or the transactions and arrangements described herein.

Certain statements in this Announcement are forward-looking statements, which include all statements other than statements of historical fact and which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "may", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by the FCA, the London Stock Exchange or applicable law, the Company, the Joint Bookrunners and their respective Affiliates undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by the Joint Bookrunners. This Announcement is not intended to provide the basis for any decision in respect of the Company or other evaluation of any securities of the Company or any other entity and should not be considered as a recommendation that any investor should subscribe for, purchase, otherwise acquire, sell or otherwise dispose of any such securities. Recipients of this Announcement should conduct their own investigation, evaluation and analysis of the business, data and property described in this Announcement.  Any indication in this Announcement of the price at which the Company's shares have been bought or sold in the past cannot be relied upon as a guide to future performance. The price and value of securities can go down as well as up.

The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each shareholder or prospective investor should consult with his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

In connection with the Placing, the Joint Bookrunners and any of their respective affiliates, acting as investors for their own account, may take up a portion of the Placing Shares in the Placing as a principal position and in that capacity may retain, purchase, sell, offer to sell for the own accounts or otherwise deal for their own account in such Placing Shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to Placing Shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, the Joint Bookrunners and any of their respective affiliates acting in such capacity. In addition, the Joint Bookrunners and any of their respective affiliates may enter into financing arrangements (including swaps, warrants or contracts for difference) with investors in connection with which the Joint Bookrunners and any of their respective affiliates may from me to me acquire, hold or dispose of shares. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements contained within the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Rules"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the UK Product Governance Rules) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of (a) retail clients, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA, (b) investors who meet the criteria of professional clients as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA and (c) eligible counterparties as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (ii) eligible for distribution through all distribution channels as are permitted by Directive 2014/65/EU (the "UK Target Market Assessment"). Notwithstanding the UK Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, Investec and Liberum will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of COBS; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a product approval process, which has determined that the Shares are: (i) compatible with an end target market of retail clients and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment"). Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The EU Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the placing. Furthermore, it is noted that, notwithstanding the EU Target Market Assessment, Investec and Liberum will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the EU Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase or take any other action whatsoever with respect to the Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Shares and determining appropriate distribution channels.

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