REG - Medica Group PLC - AGM Statement

MedicaAnnouncement

30/06/2023 07:00

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RNS Number : 4426E  Medica Group PLC  30 June 2023

30 June 2022

 

Medica Group Plc

 

AGM Statement

 

Medica Group Plc (LSE:MGP, "Medica" or the "Company"), an international
provider of high-quality telemedicine services, is holding its 2023 annual
general meeting ("AGM") at 10.30am today at the offices of DLA Piper, 160
Aldersgate Street, London EC1A 4HT.

 

Due to the expectation that the recommended cash acquisition¹ for the Company
by Moonlight Bidco Limited (a newly incorporated wholly owned subsidiary of
funds advised by IK Investment Partners Limited) ("Bidco") will become
effective on 6 July 2023, the Board has decided that the resolution to declare
a final dividend for the year ended 31 December 2022 of 1.88 pence per share
(Resolution 3) ("2022 Final Dividend") should be withdrawn and will not be
presented to the AGM. This will ensure shareholders receive 212 pence per
share in full without any reduction in respect of the previously proposed 2022
Final Dividend as opposed to two separate payments and in accordance with the
terms of the recommended cash acquisition (once effected). In addition, no
trading update and no new information will be presented at the AGM.

 

The withdrawal of Resolution 3 does not otherwise affect the validity of the
notice of AGM (which was posted or made available to shareholders on 2 June
2023), the proxy form or any proxy votes already submitted on other proposed
resolutions. The numbering of all other proposed resolutions at the AGM will
remain unchanged.

 

 

For further information, please contact:

 

 Medica Group Plc:                        +44 (0)33 33 111 222

 Stuart Quin, Chief Executive Officer

 Richard Jones, Chief Financial Officer

 FTI Consulting                           +44 (0)20 3727 1000

 Victoria Foster Mitchell

 Sam Purewal

 Liberum (Joint Broker)                   +44 (0)20 3100 2000

 Phil Walker

 Richard Lindley

 Numis (Joint Broker)                     +44 (0)20 7260 1000

 Freddie Barnfield

 Duncan Monteith

 Euan Brown

 

¹ About the recommended cash acquisition

 

·      On 24 April 2023, Medica announced that it had reached agreement
with Bidco 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
("Acquisition") to be implemented by means of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006 ("Scheme").

 

·      The circular in relation to the Scheme ("Scheme Document") was
published on 12 May 2023. Defined terms used but not defined in this
announcement have the meanings set out in the Scheme Document.

 

·      As set out in the Scheme Document, Bidco reserved the right to
reduce the consideration of 212 pence for each Scheme Share by an amount equal
to the aggregate amount of any dividend (or distribution or other return of
value) announced, declared, made, paid or becoming payable by the Company in
respect of Medica Shares prior to the Effective Date (including the 2022 Final
Dividend).

 

·      Under the terms of the Acquisition and subject to the Scheme
becoming Effective, Scheme Shareholders on the register of members of Medica
at the Scheme Record Time, being 6.00 pm on 5 July 2023, will be entitled to
receive 212 pence in cash for each Scheme Share held.

 

·      As previously announced on 9 June 2023, the Scheme has been
approved by the requisite majority of Scheme Shareholders at the Court Meeting
and the Resolutions in connection with the implementation of the Scheme have
been passed by the requisite majority of Medica Shareholders at the General
Meeting on 9 June 2023.

 

·      The Scheme remains subject to the sanction by the Court at the
Sanction Hearing which is expected to take place on 4 July 2023 and the
satisfaction (or, where applicable, the waiver) of the other Conditions to the
Scheme (as set out in the Scheme Document).

 

·      Medica expects that, subject to the Scheme receiving the sanction
of the Court, the filing of the Court Order with the Registrar of Companies
and the satisfaction (or, where applicable, waiver) of the Conditions, the
Scheme will become Effective on 6 July 2023.

 

·      Trading in Medica Shares on the London Stock Exchange's Main
Market is expected to be suspended with effect from 7.30 am on 6 July 2023 and
the de-listing of Medica Shares from the premium listing segment of the
Official List and the cancellation of the admission to trading of Medica
Shares on the London Stock Exchange's Main Market for listed securities is
expected to take place at 7.30 am on 7 July 2023.

 

 

 

About Medica Group PLC

 

Medica (LSE:MGP) is an international provider of high-quality telemedicine
services. It is the market leader in teleradiology in the UK and Ireland,
working with more than 100 NHS Trusts and HSE hospitals in Ireland, in
addition to private hospitals, insurance groups and diagnostic imaging
companies. Its network of consultant radiologists, radiographers and
specialist doctors interpret and report MRI, CT, ultrasound and X-ray images
on behalf of healthcare providers, using Medica's bespoke, secure technology
platform for fast and responsive delivery. The company's core services include
NightHawk, an urgent, out-of-hours offering available to clients 24/7 with
dedicated pathways for stroke and major trauma, and Elective, for routine
reporting.

 

In Ireland, Medica carries out patient scanning, as well as reporting, and
runs a diabetic retinopathy screening programme for the National Screening
Service. Through its US business, RadMD, Medica provides global pharmaceutical
and biotech companies, as well as contract research organisations with
specialist imaging services for clinical trials.

 

For more information please visit: www.medicagroupplc.com
(http://www.medicagroupplc.com/)

 

 

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