REG - Medica Group PLC - Court Sanction of Scheme of Arrangement

MedicaAnnouncement

04/07/2023 12:30

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RNS Number : 9377E  Medica Group PLC  04 July 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

4 July 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")

Court Sanction of Scheme of Arrangement

 

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 circular in relation to the Scheme (the "Scheme Document") was published
on 12 May 2023.

 

On 9 June 2023 the Scheme was approved by the requisite majority of Scheme
Shareholders at the Court Meeting and the Resolutions in connection with the
implementation of the Scheme were passed by the requisite majority of Medica
Shareholders at the General Meeting.

 

Defined terms used but not defined in this announcement have the meanings set
out in the Scheme Document. All references to times in this announcement are
to London time.

 

Scheme Sanctioned by Court

Further to the announcement on 9 June 2023 in relation to the results of the
Court Meeting and the General Meeting, Medica and Bidco are pleased to
announce that the High Court of Justice in England and Wales has today issued
a Court Order sanctioning the Scheme under section 800 of the Companies Act
2006 pursuant to which the Acquisition is being implemented.

 

It is anticipated that the Effective Date will be 6 July 2023, conditional
upon the delivery of a copy of the Court Order to the Registrar of Companies.

 

Next steps and timetable

There has been no material change to the expected timetable of principal
events for the Acquisition set out in the Scheme Document.  If any of the
expected times and/or dates change, the revised times and/or dates will be
notified to Medica Shareholders by issuing an announcement through a
Regulatory Information Service, with such announcement being made available on
Medica's website at https://medicagroupplc.com/offer/
(https://medicagroupplc.com/offer/) and on Bidco's website at
https://moonlight-offer.com/ (https://moonlight-offer.com/) .

 

Medica confirms that the Scheme Record Time will be 5 July 2023 at 6.00 p.m.
(the "Scheme Record Time"). Scheme Shareholders whose names appear on Medica's
register of members at the Scheme Record Time will, upon the Scheme becoming
effective in accordance with its terms, be entitled to receive consideration
as provided for in the Scheme Document.

 

Applications have been made for the suspension of trading in Medica Shares on
the London Stock Exchange's Main Market for listed securities and the listing
of Medica Shares on the premium listing segment of the Official List and such
suspensions are expected to take effect by 7.30 a.m. on 6 July 2023. The last
day of dealings in, and for the registration and transfer of, Medica Shares,
will be 5 July 2023. 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 have also been applied for and will, subject to the Scheme becoming
Effective, take effect at 7.30 a.m. on 7 July 2023. Further announcements will
be made when the Scheme has become Effective and when the Medica Shares have
been de-listed and cancelled from trading.

 

It is intended that on the Effective Date, share certificates in respect of
Medica Shares will cease to be valid and entitlements to Medica Shares held
within the CREST system will be cancelled.

 

Full details of the Acquisition are set out in the Scheme Document.

 

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
FCA 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.

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 has it done 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.

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