Publication of Scheme Document
12/05/2023 07:00
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RNS Number : 1750Z Medica Group PLC 12 May 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
12 May 2023
RECOMMENDED CASH ACQUISITION
OF
MEDICA group PLC ("MEDICA")
BY
moonlight BIDCO LIMITED ("bidco")
a newly incorporated wholly owned subsidiary of funds advised by
IK INVESTMENT PARTNERS LIMITED ("IK")
to be implemented by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Publication of Scheme Document
On 24 April 2023, the boards of Bidco and Medica announced that they had
reached agreement on the terms and conditions of a recommended all-cash offer
by Bidco for the entire issued and to be issued ordinary share capital of
Medica (the "Acquisition"). The Acquisition is being implemented by means of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006
(the "Scheme").
The board of Medica is pleased to announce that it has today published a
circular in relation to the Acquisition (the "Scheme Document") setting out,
amongst other things, a letter from the Chairman of Medica, an explanatory
statement pursuant to section 897 of the Companies Act 2006, the full terms
and conditions of the Scheme, an expected timetable of principal events,
notices of the Court Meeting and the General Meeting and details of the
actions to be taken by Medica Shareholders, together with Forms of Proxy for
the Court Meeting and the General Meeting. Medica will also send to
participants in the Medica Share Plans the Scheme Document and details of the
proposals being made to such participants.
Hard copies of the Scheme Document (or, depending on Medica Shareholders'
communication preferences, an email giving details of the website where the
Scheme Document may be accessed), and Forms of Proxy for the Court Meeting and
the General Meeting are being sent to Medica Shareholders.
Capitalised terms used in this announcement (the "Announcement") shall, unless
otherwise defined, have the same meanings as set out in the Scheme Document.
Copies of this Announcement and the Scheme Document will be made available
(subject to certain restrictions relating to persons in Restricted
Jurisdictions) on Medica's website at https://medicagroupplc.com/offer/ until
the expiry of the Offer Period. The contents of Medica's website are not
incorporated into, and do not form part of, this Announcement. A copy of the
Scheme Document (together with a copy of any related documents that are
required to be so filed) will be submitted to the National Storage Mechanism
and will be available for inspection from the FCA's webpage on the National
Storage Mechanism
(https://www.fca.org.uk/markets/ukla/regulatory-disclosures/national-storage-mechanism)
at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Action required and notices of the Court Meeting and General Meeting
As further detailed in the Scheme Document, to become Effective, the Scheme
requires, among other things, the approval of a majority in number of the
Scheme Shareholders representing not less than 75 per cent. in value of the
Scheme Shares held by Scheme Shareholders present and voting (and entitled to
vote), either in person or by proxy, at the Court Meeting (or any adjournment
thereof), which has been convened with the permission of the Court. In
addition, the Resolutions must be passed by the requisite majority at the
General Meeting (or any adjournment thereof). The Scheme must also be
sanctioned by the Court. The Scheme is also subject to the satisfaction or
waiver of the Conditions and further terms that are set out in the Scheme
Document.
Notices convening the Court Meeting and General Meeting to be held at 10:00
a.m. and 10:15 a.m. (or, if later, as soon as the Court Meeting has been
concluded or adjourned) respectively on Friday 9 June 2023 at the offices of
DLA Piper UK LLP at 160 Aldersgate Street, London EC1A 4HT are set out in the
Scheme Document. Forms of Proxy for use at the Court Meeting and the General
Meeting will be enclosed with the Scheme Document.
Any changes to the arrangements for the Court Meeting and the General Meeting
will be communicated to Scheme Shareholders and Medica Shareholders before the
relevant Shareholder Meeting(s), through Medica's website at the link detailed
above and by announcement through a Regulatory Information Service.
It is important that, for the Court Meeting in particular, as many votes as
possible are cast so that the Court may be satisfied that there is a fair and
reasonable representation of the opinion of Scheme Shareholders.
Whether or not Scheme Shareholders intend to attend and/or vote at the
Shareholder Meetings, Scheme Shareholders are therefore strongly encouraged to
complete, sign and return their Forms of Proxy or transmit a proxy instruction
for the Shareholder Meetings (either by post, online or electronically through
CREST) (once received) as soon as possible and, in any event, so that the
proxy appointment and instructions are received no later than 10.00 a.m. on
Wednesday 7 June 2023 in the case of the Court Meeting and by 10.15 a.m. on
Wednesday 7 June 2023 in the case of the General Meeting (or in the case of
any adjournment, not later than 48 hours before the time fixed for the holding
of the adjourned meeting, in each case excluding any part of such 48 hour
period falling on a day that is not a working day) in accordance with the
instructions for so doing.
Timetable
The current expected timetable of principal events for the implementation of
the Scheme is set out in the Scheme Document and is also attached as an
Appendix to this Announcement. The dates and times given in the expected
timetable are indicative only and are based on Medica's and Bidco's current
expectations and may be subject to change. If any of the dates and/or times
set out in the expected timetable change, an announcement will be made through
a Regulatory Information Service.
The Scheme remains conditional on the approval of the requisite majority of
eligible Scheme Shareholders at the Court Meeting and the requisite majority
of eligible Medica Shareholders at the General Meeting. The Scheme is also
subject to satisfaction (or, where applicable, waiver) of the other Conditions
and further terms set out in the Scheme Document, including the sanction of
the Court. The Scheme is expected to become Effective in the first week of Q3
2023. Medica will make further announcements through a Regulatory
Information Service, with such announcements also being made available on
Medica's website at the link detailed above.
Subject to the Scheme becoming Effective, it is intended that an application
will be made to the London Stock Exchange for the cancellation of admission to
trading of the Medica Shares on the London Stock Exchange's Main Market and to
the FCA for the listing of the Medica Shares on the Official List to be
cancelled, with effect from or shortly following the Effective Date. Bidco
intends to re-register Medica as a private company following the Effective
Date. The last day of dealings in, and registration of transfers of, Medica
Shares on the London Stock Exchange's Main Market is expected to be the
Business Day immediately prior to the Effective Date.
Recommendation
The Medica Directors, who have been so advised by Evercore as to the financial
terms of the Acquisition, consider the terms of the Acquisition to be fair and
reasonable. In providing its advice, Evercore has taken into account the
commercial assessments of the Medica Directors. Evercore is providing
independent financial advice to the Medica Directors for the purposes of Rule
3 of the Takeover Code.
Accordingly, the Medica Directors recommend unanimously that Medica
Shareholders vote or procure votes to approve the Scheme at the Court Meeting
and to vote or procure votes in favour of the Resolutions to be proposed at
the General Meeting, as they have irrevocably undertaken to do (or procure to
be done) in respect of their own holdings over which they have control, being,
in aggregate, 211,411 Medica Shares representing approximately 0.2 per cent.
of the ordinary share capital of Medica in issue as at 10 May 2023, being the
latest practicable date prior to the date of the Scheme Document.
Medica Shareholders should carefully read the Scheme Document in its entirety
before making a decision with respect to the Scheme.
Additional information for Medica Shareholders
If you have any questions about this Announcement, the Scheme Document, the
Court Meeting, the General Meeting, or are in any doubt as to how to submit
your proxies online or how to complete the Forms of Proxy or to appoint a
proxy through the CREST electronic proxy appointment service, please call Link
Group on +44 (0) 371 664 0321. Calls are charged at the standard geographic
rate and will vary by provider. Calls outside the United Kingdom will be
charged at the applicable international rate. Lines will be open between 9.00
a.m. to 5.30 p.m., Monday to Friday excluding public holidays in England and
Wales. Different charges may apply to calls from mobile telephones. Calls may
be recorded and randomly monitored for security and training purposes. The
helpline cannot provide advice on the merits of the Acquisition or the Scheme
nor give any financial, investment, legal or tax advice.
The statements contained in this Announcement are not to be construed as
legal, business, financial or tax advice.
Enquiries:
Medica
+44 (0)33 33 111 222
Stuart Quin, Chief Executive Officer
Richard Jones, Chief Financial Officer
Evercore
+44 (0) 20 7653 6000
(Lead Financial Adviser to Medica)
Julian Oakley
Simon Elliott
Harrison George
Liberum
+44 (0) 20 3100 2000
(Joint Financial Adviser and Joint Broker to Medica)
Phil Walker
Mark Harrison
Richard Lindley
Numis
+44 (0) 20 7260 1000
(Joint Financial Adviser and Joint Broker to Medica)
Freddie Barnfield
Stuart Ord
Duncan Monteith
FTI
Consulting
+44 (0) 20 3727 1000
(Public Relations Adviser to
Medica)
medicagroupplc@fticonsulting.com
Ben Atwell
Victoria Foster Mitchell
Sam Purewal
Jefferies
+44 (0) 20 7029 8000
(Financial Adviser to Bidco and IK)
James Thomlinson
Ashwin Pai
William Brown
IK
(Marketing and Communications
Manager)
+44 (0) 20 7304 7153
Vidya
Verlkumar
vidya.verlkumar@ikpartners.com
H/Advisors
Maitland
+44 (0) 20 7379 5151
(Public Relations Adviser to Bidco and
IK)
IK-Maitland@h-advisors.global
Vikki Kosmalska
Finlay Donaldson
DLA Piper UK LLP is acting as legal adviser to Medica.
Travers Smith LLP is acting as legal adviser to Bidco and IK.
Important Notices
Evercore Partners International LLP ("Evercore"), which is authorised and
regulated by the FCA 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 FSMA and successor
legislation, 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 Announcement. 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 nor for providing advice in relation to the Acquisition
or any other matters referred to in this Announcement. Neither Liberum 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 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.
Jefferies International Limited ("Jefferies"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively as financial
adviser to Bidco and IK and for no one else in connection with the Acquisition
and will not be responsible to anyone other than Bidco and IK for providing
the protections afforded to clients of Jefferies for providing advice in
relation to the Acquisition, the contents of this Announcement or any other
matters referred to in this Announcement. Neither Jefferies 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 Jefferies in connection with
this Announcement, any statement contained herein or otherwise.
Further Information
This Announcement is for information purposes only and is not intended to, and
does not, constitute or form part of any offer or inducement to sell or an
invitation to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of, any securities or a solicitation of an offer to buy any
securities, any vote or approval in any jurisdiction pursuant to the
Acquisition or otherwise, nor shall there be any purchase, sale, issuance or
exchange of securities or such solicitation in any jurisdiction in which such
offer, solicitation, sale issuance or exchange is unlawful. The Acquisition
will be made solely pursuant to the terms of the Scheme Document (or, if the
Acquisition is implemented by way of a Takeover Offer, the Offer Document),
which will contain the full terms and conditions of the Acquisition, including
details of how to vote in respect of the Acquisition. Any decision in
respect of, or other response to, the Acquisition should be made only on the
basis of the information in the Scheme Document (or, if the Acquisition is
implemented by way of a Takeover Offer, the Offer Document).
This Announcement has been prepared in connection with proposals in relation
to a scheme of arrangement pursuant to and for the purpose of complying with
English law, the Listing Rules, the Takeover Code, the Market Abuse Regulation
(EU 596/2014) (which is part of UK law by virtue of the European Union
(Withdrawal) Act 2018) and the Disclosure Guidance and Transparency Rules and
information disclosed may not be the same as that which would have been
disclosed if this Announcement had been prepared in accordance with the laws
of jurisdictions outside England. Nothing in this Announcement should be
relied on for any other purpose.
This Announcement is not an advertisement and does not constitute a
prospectus, prospectus equivalent document or an exempted document.
Overseas jurisdictions
The release, publication or distribution of this Announcement in or into
certain jurisdictions other than the United Kingdom may be restricted by law
and therefore any persons into whose possession this Announcement comes should
inform themselves of, and observe, such restrictions. Further details in
relation to the Overseas Shareholders are contained in the Scheme Document.
Any failure to comply with any such restrictions may constitute a violation of
the securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the violation of such
restrictions by any person.
Unless otherwise determined by Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition shall not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction and no person may
vote in favour of the Scheme by any such means from within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute a
violation of the laws of that jurisdiction. Accordingly, copies of this
Announcement and all documents relating to the Acquisition are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction where to do so
would violate the laws in that jurisdiction, and persons receiving this
Announcement and all documents relating to the Acquisition (including
custodians, nominees and trustees) must not mail or otherwise distribute or
send them in, into or from such jurisdictions where to do so would violate the
laws in that jurisdiction.
The Acquisition shall be subject to the applicable requirements of the
Takeover Code, the Panel, the London Stock Exchange, the FCA, the Listing
Rules and the Registrar of Companies.
Additional information for US investors in Medica
Medica Shareholders in the United States should note that the Acquisition
relates to the shares of an English company with a listing on the Main Market
and is proposed to be effected by means of a scheme of arrangement under
English law. This Announcement, the Scheme Document and certain other
documents relating to the Acquisition have been or will be prepared in
accordance with English law, the Takeover Code and UK disclosure requirements,
format and style, all of which differ from those in the United States. A
transaction effected by means of a scheme of arrangement is not subject to the
tender offer rules or the proxy solicitation rules under the US Exchange
Act. Accordingly, the Acquisition is subject to the disclosure requirements
of and practices applicable in the United Kingdom to schemes of arrangement,
which differ from the disclosure requirements of the United States tender
offer and proxy solicitation rules. If, in the future, Bidco exercises the
right to implement the Acquisition by way of a Takeover Offer and determines
to extend the offer into the United States, the Acquisition will be made in
compliance with applicable United States laws and regulations, including any
applicable exemptions under the US Exchange Act.
Medica's financial statements, and all financial information that is included
in this Announcement, the Scheme Document or any other documents relating to
the Acquisition, have been or will be prepared in accordance with UK-adopted
international accounting standards and may not be comparable to financial
statements of companies in the United States or other companies whose
financial statements are prepared in accordance with US generally accepted
accounting principles.
The receipt of cash pursuant to the Acquisition by a US holder as
consideration for the transfer of its Medica Shares pursuant to the Scheme
will likely be a taxable transaction for United States federal income tax
purposes and under applicable United States state and local, as well as
foreign and other, tax laws. Each Medica Shareholder is urged to consult
their independent professional adviser immediately regarding the tax
consequences of the Acquisition applicable to them, including under applicable
United States state and local laws, as well as overseas and other, tax laws.
It may be difficult for US holders to enforce their rights and claims arising
out of the US federal securities laws, since Bidco and Medica are located in
countries other than the US, and some or all of their officers and directors
may be residents of countries other than the US. US holders may not be able
to sue a non-US company or its officers or directors in a non-US court for
violations of US securities laws. Further, it may be difficult to compel a
non-US company and its affiliates to subject themselves to a US court's
jurisdiction and judgement.
In accordance with normal UK practice and consistent with Rule 14e-5(b) of the
US Exchange Act, (to the extent applicable) Bidco, certain affiliated
companies and their nominees or brokers (acting as agents) may make certain
purchases of, or arrangements to purchase, shares in Medica outside of the US,
other than pursuant to the Acquisition, until the date on which the
Acquisition and/or Scheme becomes Effective, lapses or is otherwise
withdrawn. If such purchases or arrangements to purchase were to be made
they would occur either in the open market at prevailing prices or in private
transactions at negotiated prices and comply with applicable law, including
the US Exchange Act. Any information about such purchases or arrangements to
purchase will be disclosed as required in the United Kingdom, will be reported
to a Regulatory Information Service and will be available on the London Stock
Exchange website at www.londonstockexchange.com
(http://www.londonstockexchange.com) .
Neither the United States Securities and Exchange Commission nor any US state
securities commission has approved or disapproved the Acquisition, passed upon
the merits or fairness of the Acquisition or passed any opinion upon the
accuracy, adequacy or completeness of this Announcement (nor will it do so in
respect of the Scheme Document). Any representation to the contrary is a
criminal offence in the United States.
Forward looking statements
This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Acquisition, and other
information published by Bidco, IK, Medica, any member of the Wider Bidco
Group or any member of the Wider Medica Group may contain statements which
are, or may be deemed to be, "forward looking statements". Forward looking
statements are prospective in nature and are not based on historical facts,
but rather on current expectations and projections about future events, and
are therefore subject to risks and uncertainties which could cause actual
results to differ materially from the future results expressed or implied by
the forward looking statements.
The forward looking statements contained in this Announcement include
statements relating to the expected effects of the Acquisition on Bidco, IK,
Medica, any member of the Wider Bidco Group or any member of the Wider Medica
Group (including their future prospects, developments and strategies), the
expected timing and scope of the Acquisition and other statements other than
historical facts. Often, but not always, forward looking statements can be
identified by the use of forward looking words such as "prepares", "plans",
"expects" or "does not expect", "is expected", "is subject to", "budget",
"projects", "synergy", "strategy", "scheduled", "goal", "estimates",
"forecasts", "intends", "cost-saving", "intends", "anticipates" or "does not
anticipate", or "believes", or variations of such words and phrases or
statements that certain actions, events or results "may", "could", "should",
"would", "might" or "will" be taken, occur or be achieved. Forward looking
statements may include statements relating to the following: (i) future
capital expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy, losses and
future prospects; (ii) business and management strategies and the expansion
and growth of Bidco's, IK's, Medica's, any member of the Wider Bidco Group's
or any member of the Wider Medica Group's operations and potential synergies
resulting from the Acquisition; and (iii) the effects of global economic
conditions and governmental regulation on Bidco's, IK's, Medica's, any member
of the Wider Bidco Group's or any member of the Wider Medica Group's business.
Although Bidco and Medica believe that the expectations reflected in such
forward looking statements are reasonable based on information available as at
the date of this Announcement, Bidco, IK, Medica, the Wider Bidco Group and
the Wider Medica Group can give no assurance that such expectations will prove
to be correct. By their nature, forward looking statements involve risk and
uncertainty because they relate to events and depend on circumstances that
will occur in the future. There are a number of factors that could cause
actual results and developments to differ materially from those expressed or
implied by such forward looking statements.
These factors include, but are not limited to: the ability to complete the
Acquisition; the ability to obtain requisite regulatory and shareholder
approvals and the satisfaction of other Conditions; changes in the global
political, economic, business and competitive environments and in market and
regulatory forces; changes in future exchange and interest rates; changes in
tax rates; future business combinations or disposals; changes in general
economic and business conditions; changes in the behaviour of other market
participants; the anticipated benefits from the proposed transaction not being
realised as a result of changes in general economic and market conditions in
the countries in which Bidco, IK, Medica, the Wider Bidco Group and/or the
Wider Medica Group operate; weak, volatile or illiquid capital and/or credit
markets; changes in the degree of competition in the geographic and business
areas in which Bidco, IK, Medica, the Wider Bidco Group and/or the Wider
Medica Group operate; and changes in laws or in supervisory expectations or
requirements. Other unknown or unpredictable factors could cause actual
results to differ materially from those expected, estimated or projected in
the forward looking statements. If any one or more of these risks or
uncertainties materialises or if any one or more of the assumptions proves
incorrect, actual results may differ materially from those expected, estimated
or projected. Such forward looking statements should therefore be construed in
the light of such factors.
Neither Bidco, IK, Medica, the Wider Bidco Group nor the Wider Medica Group,
nor any of their respective associates or directors, officers or advisers,
provide any representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward looking statements in this
Announcement will actually occur. Given these risks and uncertainties,
potential investors are cautioned not to place any reliance on these forward
looking statements.
Specifically, statements of estimated cost savings and synergies relate to
future actions and circumstances which, by their nature, involve risks,
uncertainties and contingencies. As a result, the cost savings and synergies
referred to may not be achieved, may be achieved later or sooner than
estimated, or those achieved could be materially different from those
estimated.
The forward looking statements speak only at the date of this Announcement.
All subsequent oral or written forward looking statements attributable to any
member of the Wider Bidco Group or the Wider Medica Group, or any of their
respective associates, directors, officers, employees or advisers, are
expressly qualified in their entirety by the cautionary statement above.
Other than in accordance with their legal or regulatory obligations, neither
Bidco, IK, Medica, the Wider Bidco Group nor the Wider Medica Group is under
any obligation to, and each such person expressly disclaims any intention or
obligation to, update or revise any forward looking statements, whether as a
result of new information, future events or otherwise.
No profit forecasts, estimates or quantified benefits statements
Other than the Medica Profit Forecasts, no statement in this Announcement, or
incorporated by reference in this Announcement, is intended as a profit
forecast, profit estimate or quantified benefits statement for any period and
no statement in this Announcement should be interpreted to mean that earnings
or earnings per share for Medica for the current or future financial years
would necessarily match or exceed the historical published earnings or
earnings per share for Medica.
Publication on website
A copy of this Announcement and the documents required to be published
pursuant to Rule 26.1 of the Takeover Code will be available, free of charge,
subject to certain restrictions relating to persons resident in Restricted
Jurisdictions, on Medica's website at https://medicagroupplc.com/offer/ and
Bidco's website at https://moonlight-offer.com/ by no later than 12.00 p.m. on
the Business Day following this Announcement. For the avoidance of doubt,
neither the content of Medica's website and Bidco's website is incorporated
into, or forms part of, this Announcement.
Information relating to Medica Shareholders
Please be aware that addresses, electronic addresses and certain information
provided by Medica Shareholders, persons with information rights, participants
in the Medica Share Plans and other relevant persons for the receipt of
communications from Medica may be provided to Bidco and IK during the Offer
Period as required under Section 4 of Appendix 4 of the Takeover Code to
comply with Rule 2.11(c) of the Takeover Code.
Right to receive documents in hard copy form
Any person entitled to receive a copy of documents, announcements and
information relating to the Acquisition is entitled to receive such documents
in hard copy form free of charge. For persons who receive a copy of this
Announcement in electronic form or via a website notification, a hard copy of
this Announcement will not be sent unless so requested. A person may request
that all future documents, announcements and information in relation to the
Acquisition are sent to them in hard copy form.
In accordance with Rule 30.3 of the Takeover Code, Medica Shareholders,
persons with information rights and participants in the Medica Share Plans may
request a hard copy of this Announcement by contacting Link Group, Medica's
Registrars on +44(0) 371 664 0321. Calls are charged at the standard
geographic rate and will vary by provider. Calls outside the United Kingdom
will be charged at the applicable international rate. Lines will be open
between 9.00 a.m. to 5.30 p.m., Monday to Friday excluding public holidays in
England and Wales. Different charges may apply to calls from mobile
telephones. Calls may be recorded and randomly monitored for security and
training purposes. The helpline cannot provide advice on the merits of the
Acquisition or the Scheme nor give any financial, investment, legal or tax
advice.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per
cent. 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 p.m. (London time) on the 10th business day
following the commencement of the offer period and, if appropriate, by no
later than 3.30 p.m. (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 Takeover Code, any person who is, or becomes,
interested in 1 per cent. 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 p.m. (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 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.
APPENDIX
The following indicative timetable sets out the expected dates for
implementation of the Scheme.
Event Time and/or date((1))
Publication of Scheme Document Friday 12 May 2023
Latest time for lodging Forms of Proxy for the:
Court Meeting (BLUE Form of Proxy) 10.00 a.m. on Wednesday 7 June 2023((2))
General Meeting (WHITE Form of Proxy) 10.15 a.m. on Wednesday 7 June 2023((3))
Voting Record Time 6.00 p.m. on Wednesday 7 June 2023 ((4))
Court Meeting 10.00 a.m. on Friday 9 June 2023
General Meeting 10.15 a.m. on Friday 9 June 2023((5))
The following times and dates associated with the Scheme are indicative only
and will depend, among other things, on the date on which: (i) the Conditions
are either satisfied or (if capable of waiver) waived in respect of the
Scheme; (ii) the Court sanctions the Scheme; and (iii) the Court Order(s)
sanctioning the Scheme are delivered to the Registrar of Companies. Medica
will give adequate notice of any change(s) by issuing an announcement through
a Regulatory Information Service (with such announcement being made available
on Medica's website at https://medicagroupplc.com/offer/) and, if required by
the Panel, send notice of the change(s) to Shareholders and other persons with
information rights and, for information only, to participants in the Medica
Share Plans. Further updates and changes to these times will be notified in
the same way. Please see also note (1) below.
Sanction Hearing to seek sanction of the Scheme Tuesday 4 July 2023((6))
Last day of dealings in, and for registration of transfers of, and disablement Wednesday 5 July 2023
in CREST of, Medica Shares
Scheme Record Time 6.00 p.m. on Wednesday 5 July 2023
Disablement of CREST in respect of Medica Shares 6.00 p.m. on Wednesday 5 July 2023
Suspension of listing of, and dealings in, Medica Shares by 7.30 a.m. on Thursday 6 July 2023
Effective Date of Scheme((7)) Thursday 6 July 2023
Cancellation of listing and admission to trading of Medica Shares 7.30 a.m. on Friday 7 July 2023
Latest date for despatch of cheques and crediting of CREST accounts for cash Within 14 days of the Effective Date
consideration due under the Scheme
Long Stop Date 6.00 p.m. on 31 August 2023((8))
( )
((1)) The dates and times given are indicative only,
are based on current expectations, are subject to change (including as a
result of changes to the regulatory timetable) and will depend, among other
things, on the date on which: (i) the Conditions are either satisfied, or (if
capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) the
Court Order sanctioning the Scheme is delivered to the Registrar of Companies.
References to times are to London, United Kingdom time. If any of the times
and/or dates above change, the revised times and/or dates will be notified to
Medica Shareholders by announcement through a Regulatory Information Service
and, if required by the Panel, notice of the change(s) will be sent to Medica
Shareholders and other persons with information rights. Participants in the
Medica Share Plans will be contacted separately to inform them of the effect
of the Scheme on their rights under the Medica Share Plans.
((2)) The BLUE Form of Proxy for the
Court Meeting should be received by Link Group before 10.00 a.m. on Wednesday
7 June 2023, or, if the Court Meeting is adjourned, not later than 48 hours
before the time fixed for the holding of the adjourned meeting, excluding any
part of such 48 hour period falling on a day that is not a working day. BLUE
Forms of Proxy not so received may be handed to the Chair of the Court Meeting
or the Link Group representative who will be present at the Court Meeting
before the commencement of the Court Meeting (or any adjournment of it) and it
will be valid.
((3)) The WHITE Form of Proxy for the
General Meeting must be lodged with Link Group before 10.15 a.m. on Wednesday
7 June 2023 in order for it to be valid, or, if the General Meeting is
adjourned, not later than 48 hours before the time fixed for the holding of
the adjourned meeting, excluding any part of such 48 hour period falling on a
day that is not a working day. The WHITE Form of Proxy cannot be handed to the
Chair of the General Meeting or the Link Group representative at the General
Meeting and will be invalid if submitted after these deadlines.
((4)) If a Shareholder Meeting is
adjourned, the Voting Record Time for the relevant adjourned meeting will be
6.00 p.m. on the day which is two Business Days before the day which is set
for the adjourned meeting.
((5)) To commence at the time fixed or,
if later, immediately after the conclusion or adjournment of the Court
Meeting.
((6)) Bidco and Medica may agree a later
date, with the consent of the Panel and, if required, which the Court may
allow.
((7)) Medica expects that, subject to the
satisfaction (or, where applicable, waiver) of the Conditions in Part 3
(Conditions and Further Terms of the Acquisition and the Scheme) of the Scheme
Document, the Scheme will become Effective around the first week of Q3 2023.
((8)) This is the last date on which the
Scheme may become Effective unless Bidco and Medica, with the consent of the
Panel and approval of the Court (should such approval(s) be required), agree a
later date.
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