REG - Optima Health PLC - Launch of Underwritten Open Offer
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RNS Number : 7158Y Optima Health PLC 31 March 2026
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INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF
SECURITIES IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS
DISTRIBUTION SHOULD FORM THE BASIS OF, OR SHOULD BE RELIED ON IN CONNECTION
WITH, ANY INVESTMENT DECISION IN RESPECT OF OPTIMA HEALTH PLC. PLEASE SEE
IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT
FOR IMMEDIATE RELEASE
31 March 2026
Optima Health plc
("Optima", the "Company", and, together with its subsidiaries, the "Group")
Launch of Underwritten Open Offer to raise approximately £35,000,000
Publication of Circular and Notice of General Meeting
Optima Health (AIM: OPT), the UK's leading provider of technology enabled
corporate health and wellbeing solutions, is pleased to announce that, further
to completion of the acquisition of PAM Healthcare Limited as announced on 24
March 2026 following receipt of Irish FDI clearance, an Open Offer to raise up
to £35,000,000 (before expenses) through the issue of up to 19,999,149 Open
Offer Shares at an issue price of 175 pence per Open Offer Share (the "Issue
Price"). Net proceeds from the Open Offer will be used to repay the
£30,000,000 Bridge Facility as detailed in the acquisition announcement dated
16 February 2026 ("Acquisition Announcement").
The Open Offer will provide Qualifying Shareholders with the opportunity to
subscribe for Open Offer Shares at the Issue Price pro rata to their holdings
of Existing Ordinary Shares on the following basis:
1 Open Offer Share for every 4.439 Existing Ordinary Shares held at the Open
Offer Record Date and Time
Basic Entitlements will be rounded down to the nearest whole number and any
fractional entitlements to Open Offer Shares will be disregarded in
calculating a Qualifying Shareholder's Basic Entitlement and will be
aggregated and made available to Qualifying Shareholders under the Excess
Application Facility.
Qualifying Shareholders who take up their Basic Entitlement in full can apply,
through the Excess Application Facility, for additional Open Offer Shares up
to an amount equal to the total number of Open Offer Shares available under
the Open Offer less an amount equal to such Qualifying Shareholder's Basic
Entitlement ("Excess Entitlements"). To the extent that Basic Entitlements are
not subscribed for by Qualifying Shareholders, such Open Offer Shares will be
available to satisfy applications for Excess Entitlements. Applications for
Excess Entitlements under the Excess Application Facility will be allocated at
the Company's discretion but having regard to Qualifying Shareholders'
beneficial holdings of Existing Ordinary Shares as at the Open Offer Record
Date and Time. No assurance can be given that any applications under the
Excess Application Facility by Qualifying Shareholders will be met in full or
in part or at all. Excess monies in respect of applications which are not met
in full will be returned to the applicant (at the applicant's risk) without
interest as soon as practicable thereafter by way of cheque or CREST payment,
as appropriate.
The Issue Price represents a discount of:
· 2.8 per cent. to the closing middle market price of 180 pence for
each Ordinary Share on 30 March 2026, being the latest practicable date prior
to this announcement; and
· approximately 17.8 per cent. to the closing mid-market price of
213 pence per on 13 February 2026, being the latest practicable date prior to
the announcement of the Acquisition and the intention to conduct the Open
Offer.
The Open Offer is only conditional upon the admission of the Open Offer Shares
to trading on AIM. It is expected that Admission will become effective and
dealings in the Open Offer Shares will commence at 8.00 a.m. on 24 April 2026.
As detailed in the Acquisition Announcement, Deacon Street Partners Limited
("Deacon Street"), an entity controlled by Lord Ashcroft KCMG PC, a
substantial shareholder of the Company, has entered into a commitment to
underwrite the Open Offer at the Issue Price up to a maximum aggregate value
of £35,000,000 (the "Underwriting Commitment Letter"). Pursuant to the terms
of the Underwriting Commitment Letter, in the unlikely event that: (i) only
Julia Robertson, Jonathan Thomas, Heidi Giles, Simon Arnold and Adam Councell
subscribe for Open Offer Shares and no other Qualifying Shareholders
participate; and (ii) upon an enforcement by the Company of the Underwriting
Commitment Letter, members of the LA Concert Party could be required to
subscribe for such number of Open Offer Shares as would result in those
parties being interested in up to 40.56 per cent. of the voting rights of the
Company, as at the date of Admission.
If members of the LA Concert Party were to increase their aggregate voting
rights in the Company above 30 per cent. of the voting rights of the Company,
the LA Concert Party would be required by Rule 9 of the Takeover Code to make
a general offer to acquire all of the Ordinary Shares in the Company (not
already held by them). To avoid such an outcome, the Takeover Panel has agreed
to waive this obligation subject to the approval (on a poll) of the Rule 9
Waiver Resolution by a simple majority of the Independent Shareholders (i.e.
excluding any members of the LA Concert Party) present and voting at the
General Meeting in person or by proxy. The notice for the General Meeting will
be included in the Circular to be published by the Company later today.
The Open Offer Shares will, when issued and fully paid, rank pari passu in all
respects with the Existing Ordinary Shares, including the right to receive all
dividends and other distributions declared, made or paid after the date of
Admission. The Open Offer Shares will be issued pursuant to the authority
granted to the directors at the Annual General Meeting of the Company held on
1 September 2025.
The Open Offer is open for acceptance from now until 11.00 a.m. on 22 April
2026. The Open Offer's timetable of principal events, is set out below in
Appendix I.
Further details of the Open Offer will be set out in a Circular to be sent to
shareholders later today. The Circular sets out the reasons for and further
details of the Open Offer including its terms and conditions. Your attention
is drawn to the risk factors set out in Part II of the Circular. Details of
the actions to be taken if you wish to subscribe for Open Offer Shares are
provided in Part III of the Circular. An extract from the Circular has been
included below a copy of the Circular will be shortly available on the
Company's website: https://investors.optimahealth.co.uk/
(https://investors.optimahealth.co.uk/) .
The above summary should be read in conjunction with the full text of this
announcement and the Circular. Capitalised terms used but not otherwise
defined in this Announcement shall have the meanings ascribed to such terms in
Appendix III of this Announcement unless the context requires otherwise. All
references to time in this announcement are to London time unless otherwise
specified.
Current Trading and Outlook
The Directors expect FY26 adjusted EBITDA to be at least in line with
consensus, which will include the procurement settlement previously disclosed.
A full trading update will be made later in Q2 2026.
The Directors are pleased with the progress to date against the Company's
strategic objectives and medium-term targets of £200 million revenue and £40
million adjusted EBITDA. The Acquisition of PAM, which proliferates and
complements its capabilities and scale, positions the enlarged Group to
capitalise on its sizeable and growing market opportunity. The Board believes
there are opportunities for operational and cost efficiencies (through
alignment of group central functions, estate footprint rationalisation and
improvement, and leveraging Optima's existing transformation and technology
investment program) which will drive achievement of the Group's medium term
EBITDA target.
Enquiries
Optima Health +44(0) 33 0008 5113
Jonathan Thomas, CEO media@OptimaHealth.co.uk
Heidi Giles, CFO
Nominated Adviser and Joint Corporate Broker
Panmure Liberum Limited +44 (0)20 3100 2000
Emma Earl / Will Goode/ Mark Rogers
Rupert Dearden
Debt Advisory (sole debt adviser on the transaction):
Dan Howlett / Ben Handler
Joint Corporate Broker + 44 (0)20 7220 0500
Cavendish Capital Markets
Geoff Nash / Ben Jeynes / George Lawson
Julian Morse / Michael Johnson/ Nigel Birks
UK Financial PR Adviser optimahealth@icrinc.com
ICR Healthcare
Mary-Jane Elliott / Angela Gray / Lindsey Neville
UK Financial PR Adviser
ICR Healthcare
Mary-Jane Elliott / Angela Gray / Lindsey Neville
optimahealth@icrinc.com
UK Financial PR Adviser
ICR Healthcare
Mary-Jane Elliott / Angela Gray / Lindsey Neville
optimahealth@icrinc.com
About Optima
Optima is the UK's leading provider of occupational health and wellbeing
services, directly influencing and improving people's lives for 25 years.
Optima's incredible team of professionals quickly and effectively encapsulate
client's needs, supporting organisations of all shapes and sizes. Through
tailored solutions and innovative systems, Optima offers unparalleled clinical
expertise to its clients. These solutions ensure that processes are simple and
allow its clients to spend more time focusing on their employees driving a
healthy, high-performing workplace. For more information visit www.optima
health.co.uk.
Disclaimer
Panmure Liberum Limited ("Panmure Liberum") which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, are acting
exclusively for Optima and for no one else in connection with the Open Offer
and the Rule 9 Waiver Resolution and will not regard any other person (whether
or not a recipient of this announcement) as a client in relation to the Open
Offer, the Rule 9 Waiver Resolution or any other matter referred to in this
announcement, and will not be responsible to anyone other than the Company for
providing the protections afforded to their respective clients nor for
providing advice in relation to the Open Offer and the Rule 9 Waiver
Resolution , or any other matter referred to in this announcement. The
responsibilities of Panmure Liberum as the Company's nominated adviser under
the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed
solely to the London Stock Exchange and are not owed to the Company or any
director, shareholder or any other person.
Cavendish Capital Markets Limited ("Cavendish") which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Optima and no one else in connection with the Open Offer and
will not be responsible to anyone other than Optima for providing the
protections afforded to clients of Cavendish nor for providing advice in
connection with the Open Offer or any matter referred to herein. Neither
Cavendish nor any of its affiliates (nor their respective directors, officers,
employees or agents) 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 Cavendish in
connection with this announcement, any statement contained herein, the Open
Offer or otherwise. No representation or warranty, express or implied, is made
by Cavendish as to the contents of this announcement.
Important Information
No prospectus, offering memorandum, offering document or admission document
has been or will be made available in any jurisdiction in connection with the
matters contained or referred to in this announcement and no such document is
required (in accordance with Regulation (EU) No 2017/1129 (the "EU Prospectus
Regulation") or the Public Offers and Admissions to Trading Regulations 2024
(the "POATR")) to be published. Persons needing advice should consult a
qualified independent legal adviser, business adviser, financial adviser or
tax adviser for legal, financial, business or tax advice.
This announcement is for information purposes only and is directed only at
persons whose ordinary activities involve them acquiring, holding, managing
and disposing of investments (as principal or agent) for the purposes of their
business and who have professional experience in matters relating to
investments and are: (a) if in a member state of the European Economic Area
(the "EEA"), "qualified investors" within the meaning of Article 2(e) of the
EU Prospectus Regulation ("Qualified Investors"); and (b) if in the United
Kingdom, "qualified investors" within the meaning of paragraph 15 of Schedule
1 of the POATR who are also (i) persons having professional experience in
matters relating to investments who fall within the definition of "investment
professionals" in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order"); (ii) persons who
fall within Article 49(2)(a) to (d) of the Order; or (iii) other persons to
whom it may otherwise be lawfully communicated (all such persons together
being "Relevant Persons").
This announcement must not be acted on or relied on (i) in any member state of
the EEA, by persons who are not Qualified Investors; or (ii) the United
Kingdom, by persons who are not Relevant Persons. Persons distributing this
announcement must satisfy themselves that it is lawful to do so. Any
investment or investment activity to which this announcement relates is only
available to (i) in any member state of the EEA, Qualified Investors; and (ii)
in the United Kingdom, Relevant Persons, and will only be engaged in with such
persons.
This announcement does not constitute or form a part of any offer or
solicitation to purchase or subscribe for any securities in the United States
or in any jurisdiction in which such offer or solicitation would be unlawful
prior to registration or qualification under the securities laws of any such
jurisdiction. The securities mentioned herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "U.S.
Securities Act"), and may not be offered, sold, resold, delivered or
distributed, directly or indirectly, in or into United States except pursuant
to an applicable exemption from the registration requirements of the U.S.
Securities Act and in compliance with the securities laws of any state or
other jurisdiction of the United States.
The contents of this announcement have not been reviewed by any regulatory
authority in Hong Kong. You are advised to exercise caution in relation to the
Open Offer. If you are in any doubt about any of the contents of this
announcement, you should obtain independent professional advice. This
announcement does not constitute a prospectus or equivalent document and does
not constitute an offer to the public within the meaning of the Companies
(Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong.
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 the
Company's future financial condition, performance, anticipated events,
strategic initiatives, or trends, the future performance of the Company and
other matters that are not historical facts. These forward-looking statements,
which may use words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect" (or the negatives thereof) and words of similar meaning.
These forward-looking statements are not guarantees of future performance and
involve known and unknown risks, assumptions, uncertainties and other factors
that could cause the actual results of operations, financial condition,
performance, liquidity and dividend policy and the development of the
industries in which Optima's business operates to differ materially from those
expressed or implied by the forward-looking statements. Undue reliance should
not be placed on such forward-looking statements. In particular, but without
prejudice to the generality of the above, no representation or warranty is
given, and no responsibility or liability is accepted, either as to the
achievement or reasonableness of any future projections, forecasts, estimates
or statements as to any prospects or future returns contained or referred to
in this announcement or in relation to the basis or assumptions underlying
such projections or forecasts. Forward-looking statements speak only as of the
date of such statements. Except as required by applicable law, Optima, Panmure
Liberum, Cavendish and their respective affiliates undertake no obligation to
update or revise publicly any forward-looking statements, whether as a result
of new information, future events or otherwise. Results can be positively or
negatively affected by market conditions beyond the control of the Company or
any other person.
No statement in this announcement is intended to be a profit forecast or
profit estimate for any period, and no statement in this announcement should
be interpreted to mean that earnings, earnings per share or income, cash flow
from operations or free cash flow for the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings, earnings per share or income, cash flow from operations or free cash
flow for the Company.
The Open Offer will be made pursuant to an exemption under the POATR or the EU
Prospectus Regulation from the requirement to produce a prospectus. This
announcement is being distributed and communicated to persons in the UK only
in circumstances to which section 21(1) of the Financial Services and Markets
Act, 2000, as amended, does not apply.
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.
This announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the 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 and regulations of
any jurisdiction outside the United Kingdom.
The distribution of this announcement and any proposed offering and/or issue
of securities referred to herein in certain jurisdictions may be restricted by
law or regulation. No action has been taken by the Company that would permit
an offer of securities or possession or distribution of this announcement or
publicity material relating to securities in any jurisdiction where action for
that purpose is required, other than in the United Kingdom. Persons into whose
possession this announcement comes are required by the Company to inform
themselves about and to observe any such restrictions. Any failure to comply
with any such restrictions may constitute a violation of the securities laws
or regulations of such jurisdiction.
APPENDIX I
EXPECTED TIMETABLE OF EVENTS
Each of the times and dates in the table below is indicative only and may be
subject to change by the Company. If any of the dates and/or times in this
expected timetable change, the revised dates and/or times will be notified to
Shareholders by announcement through a Regulatory Information Service.
Event Time and/or date ((1))
Announcement of the Acquisition and intention to conduct the Open Offer 7.00 a.m. on 16 February 2026
Announcement of the satisfaction of the final outstanding Irish FDI Clearance 24 March 2026
Condition
Open Offer Record Date and Time 6.00 p.m. on 27 March 2026
Announcement of the Open Offer 7.00 a.m. on 31 March 2026
Publication of the Circular (including Notice of General Meeting), Application 31 March 2026
Form and the Form of Proxy
Ex-Entitlement Date for the Open Offer 8.00 a.m. on 1 April 2026
Basic Entitlements and Excess Entitlements credited to stock accounts in CREST As soon as practicable on
of CREST Shareholders
2 April 2026
Recommended latest time and date for requesting withdrawal of Basic 4.30 p.m. on 16 April 2026
Entitlements and Excess Entitlements from CREST
Latest time and date for depositing Basic Entitlements and Excess Entitlements 3.00 p.m. on 17 April 2026
into CREST
Latest time and date for splitting of Application Forms (to satisfy bona fide 3.00 p.m. on 20 April 2026
market claims only)
Latest time and date for receipt of Form of Proxy and receipt of electronic 2.00 p.m. on 21 April 2026 ((2) (3))
proxy appointments
Voting Record Time 6.30 p.m. on 21 April 2026 ((4))
Latest time and date for receipt of completed Application Forms and payment in 11.00 a.m. on 22 April 2026 ((5) (6))
full under the Open Offer and settlement of relevant CREST instructions (as
appropriate)
General Meeting 2.00 p.m. on 23 April 2026
Announcement of the results of the Open Offer 23 April 2026
Admission and commencement of dealings in the Open Offer Shares on AIM 8.00 a.m. on 24 April 2026
Expected date for CREST accounts to be credited of Open Offer Shares (where As soon as practicable after
applicable), in relation to the Open Offer
8.00 a.m. on 24 April 2026
Despatch of definitive share certificates, in relation to the Open Offer Within five (5) Business Days of Admission
Notes
(1) Unless otherwise stated, references to times in this
timetable are to London time. If any of the dates and/or times in this
expected timetable change, the revised dates and/or times will be notified to
Shareholders by announcement through a Regulatory Information Service.
(2) It is requested that the White Form of Proxy for the
General Meeting be lodged not later than 2.00 p.m. on 21 April 2026 or, if
the General Meeting is adjourned, 48 hours prior to the time fixed for any
adjourned General Meeting (excluding part of such 48-hour period falling on a
day that is not a Business Day). If the White Form of Proxy for the General
Meeting is not lodged by the relevant time, it will be invalid.
(3) If you have any questions relating to the completion
and return of the Form of Proxy please call the Registrar (MUFG Corporate
Markets) on 0371 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. The helpline is open between 9.00 a.m. -
5.30 p.m., Monday to Friday excluding public holidays in England and Wales.
Please note that MUFG Corporate Markets cannot provide any financial, legal or
tax advice and calls may be recorded and monitored for security and training
purposes. You can also email MUFG Corporate Markets on
shareholderenquiries@cm.mpms.mufg.com.
(4) If the General Meeting is adjourned, the Voting Record
Time for the relevant adjourned Meeting will be 6.30 p.m. on the day which is
two Business Days prior to the date of the adjourned General Meeting.
(5) In respect of Qualifying Non-CREST Shareholders,
Application Forms and appropriate remittance received by the Receiving Agent
after 11.00 a.m. on 22 April 2026 will be invalid and any remittance received
by the Receiving Agent in relation thereto will be refunded. Qualifying
Non-CREST Shareholders should note that their Application Form is not a
negotiable entitlement and cannot be traded.
(6) In respect of Qualifying CREST Shareholders, if
settlement of relevant CREST Instructions is after 11.00 a.m. on 22 April
2026, such instructions will be invalid.
Open Offer Statistics
Issue Price per new Open Offer Share 175 pence
Number of Existing Ordinary Shares in issue as at the date of the Circular 88,776,226
Basis of the Open Offer 1 Open Offer Share for every 4.439 Existing Ordinary Shares held by Qualifying
Shareholders
Maximum number of Open Offer Shares expected to be issued pursuant to the Open 19,999,149
Offer
Maximum number and percentage of Ordinary Shares that could be held by members 44,117,373 representing 40.56 per cent.
of the LA Concert Party assuming full amount of Open Offer Shares taken up
pursuant to the Underwriting Commitment Letter 1 (#_ftn1)
Enlarged Share Capital immediately upon Admission of the Open Offer Shares 108,775,375
Percentage of the Enlarged Share Capital represented by the Open Offer 18.39 per cent.
Shares
Maximum gross proceeds from the Open Offer (approximately) £35,000,000
ISIN for Existing Ordinary Shares and, following Admission (as applicable), GB00BRSCY602
the Open Offer Shares
ISIN for Basic Entitlements GB00BSQP6283
ISIN for Excess Entitlements GB00BSQP6390
Legal Entity Identifier (LEI) 213800TOPWJSRCW4ON08
Appendix II
Extracts from the Circular
Introduction
On 16 February 2026, Optima Health plc ("Optima" or the "Company") announced
that it had entered into a share purchase agreement to acquire the entire
issued share capital of PAM Healthcare Limited ("PAM"), one of the UK and
Republic of Ireland's leading occupational health and wellness providers (the
"Acquisition"). The Acquisition completed on 26 March 2026. Pursuant to the
terms of the Acquisition, the Company paid cash consideration to the PAM
shareholders of approximately £100,000,000 on a debt-free, cash free
normalised working capital basis. The Acquisition was funded through a
combination of (i) new secured debt facilities of £70,000,000 with existing
banking partners Barclays Bank plc and HSBC UK Bank plc (the "New Debt
Facilities"), and (ii) an unsecured bridge facility of £30,000,000 entered
into between the Company and Deacon Street Partners Limited ("Deacon Street")
(the "Bridge Facility"), a company controlled by Lord Ashcroft KCMG PC ("LA")
(for further details see paragraph 7 of Part I of the Circular).
Open Offer
In order to repay the Bridge Facility and pursuant to the authority granted at
its Annual General Meeting on 1 September 2025, the Company intends to raise
approximately £35,000,000 by way of the Open Offer at an issue price of 175
pence per Open Offer Share (the "Issue Price"). The proceeds of the Open Offer
will be used to repay the Bridge Facility in full and to pay associated fees
incurred in connection with Deacon Street procuring the Bridge Facility and
underwriting the Open Offer (as described below).
Qualifying Shareholders will therefore have the opportunity to subscribe for
up to 19,999,149 Open Offer Shares at the Issue Price pro rata to their
holdings of Existing Ordinary Shares. Whilst the Open Offer is underwritten
and the gross proceeds expected to be received by the Company are fixed,
provided a Qualifying Shareholder has accepted its Basic Entitlement in full,
Qualifying Shareholders will also have the opportunity to apply for Open Offer
Shares at the Issue Price in excess of their Basic Entitlement, such Open
Offer Shares being Excess Entitlements, through the Excess Application
Facility.
Each Shareholder's Basic Entitlement has been calculated on the basis of 1
Open Offer Share for every 4.439 Existing Ordinary Share held at the Open
Offer Record Date and Time. Valid applications for Excess Entitlements
pursuant to the Excess Application Facility will be allocated at the Company's
discretion but having regard to Qualifying Shareholders' beneficial holdings
of Existing Ordinary Shares as at the Open Offer Record Date and Time. No
assurance can be given that the applications for Excess Entitlements through
the Excess Application Facility by Qualifying Shareholders will be met in full
or in part or at all. Excess monies in respect of applications which are not
met in full will be returned to the applicant (at the applicant's risk)
without interest as soon as practicable thereafter by way of cheque or CREST
payment, as appropriate.
Qualifying Shareholders who do not take up their Basic Entitlement in full
will experience a dilution to their interests in Optima of approximately 18.39
per cent. following Admission.
Further details on the Open Offer can be found in paragraph 5 of Part I and
Part III of the Circular.
Underwriting Commitment
To provide certainty of funds, Deacon Street has agreed pursuant to the terms
of the Underwriting Commitment Letter, to underwrite the Open Offer at the
Issue Price up to a maximum aggregate value of £35,000,000.
Deacon Street, as an entity controlled by LA, is a member of the LA Concert
Party. As at the date of the Circular, the LA Concert Party is interested in,
in aggregate 24,165,470 Ordinary Shares carrying voting rights in the Company,
representing 27.22 per cent. of the total voting rights of the Company.
In the unlikely event that: (i) only Julia Robertson, Jonathan Thomas, Heidi
Giles, Simon Arnold and Adam Councell subscribe for Open Offer Shares and no
other Qualifying Shareholders participate; and (ii) upon an enforcement by the
Company of the Underwriting Commitment Letter, members of the LA Concert Party
could be required to subscribe for such number of Open Offer Shares as would
result in those parties being interested in up to 40.56 per cent. of the
voting rights of the Company, as at the date of Admission.
As described in paragraph 7 of Part I of the Circular, if members of the LA
Concert Party were to increase their aggregate voting rights in the Company to
30 per cent. or more, the LA Concert Party would be required by Rule 9 of the
Takeover Code to make a general offer to acquire all of the Ordinary Shares in
the Company (not already held by them) (a "Mandatory Offer"). To avoid such an
outcome, the Takeover Panel has agreed to waive this obligation subject to the
approval (on a poll) of the Rule 9 Waiver Resolution by a simple majority of
the Independent Shareholders (i.e. excluding any members of the LA Concert
Party) present and voting at the General Meeting in person or by proxy.
Impact of the Rule 9 Waiver Resolution on Deacon Street's Underwriting
Commitment
If the Rule 9 Waiver Resolution is passed by the requisite majority of
Independent Shareholders at the General Meeting, the maximum shareholding held
by members of the LA Concert Party in the Company may increase to 30 per cent.
or more of the voting rights of the Company, without such persons being
required by Rule 9 of the Takeover Code to make a Mandatory Offer.
If the Rule 9 Waiver Resolution is not passed by the requisite majority of
Independent Shareholders at the General Meeting, and the terms of the
Underwriting Commitment Letter are enforced, the LA Concert Party may be
required to make a Mandatory Offer under Rule 9 of the Takeover Code for all
of the Ordinary Shares in the Company not already held by them, which the
Directors do not believe would be in the best interests of the Company.
If following completion of the Open Offer the LA Concert Party is interested
in Ordinary Shares carrying more than 30 per cent. of the voting rights of the
Company but does not hold Ordinary Shares carrying more than 50 per cent. of
the voting rights of the Company. For so long as they continue to be acting in
concert, any increase in the aggregate interests in Ordinary Shares by any
member of the LA Concert Party will be subject to the provisions of Rule 9 of
the Takeover Code.
Recommendation
As set out in more detail in paragraph 10 of Part I of the Circular, the
Independent Shareholders will be asked at the General Meeting to approve Rule
9 Waiver Resolution. To be passed, the Rule 9 Waiver Resolution will require a
simple majority of the votes cast on a poll by the Independent Shareholders to
be in favour.
The Directors consider the passing of the Rule 9 Waiver Resolution to be in
the best interests of the Company and Independent Shareholders as a whole, as
the Rule 9 Waiver Resolution avoids the requirement for the LA Concert Party
to make a Mandatory Offer, which the Directors do not believe would be in the
best interests of the Company. The Directors therefore recommend unanimously
that Independent Shareholders vote, or procure the vote, in favour of the Rule
9 Waiver Resolution at the General Meeting.
Please refer to the Notice of General Meeting in Part VII of the Circular for
a detailed description of the Rule 9 Waiver Resolution to be voted on by
Independent Shareholders at the General Meeting.
Conditionality
The Open Offer is conditional only on AIM Admission of the Open Offer Shares
which is expected to happen at 8.00 a.m. on 24 April 2026. The Open Offer is
not conditional on the Rule 9 Waiver Resolution.
The purpose of the Circular is to give you details of the Open Offer to enable
Qualifying Shareholders to participate in the Open Offer and to ensure
Shareholders have all relevant information prior to the General Meeting.
Please read the contents of the Circular (including the Notice of General
Meeting) in their entirety.
The Optima Group's business
About Optima
Optima is the UK's leading provider of occupational health and wellbeing
services, directly influencing and improving people's lives for 25 years.
Optima's team of professionals quickly and effectively assess the clients'
needs, supporting organisations of all shapes and sizes. Through tailored
solutions and innovative systems, Optima offers unparalleled clinical
expertise to its clients. These solutions ensure that processes are simple and
allow its clients to spend more time focusing on their employees driving a
healthy, high-performing workplace.
Operating nationwide, Optima combines its proprietary digital platform with
on-site and remote clinical delivery to provide scalable, data-led services
across diverse sectors, from public services and healthcare to logistics,
construction, manufacturing and financial services. Its integrated model spans
the full occupational health lifecycle, including pre-placement assessments,
statutory health surveillance, fitness for work assessments, mental health and
musculoskeletal support, absence and case management, health promotion, and
rehabilitation pathways that help employees return to and remain in work. By
leveraging technology-enabled triage, workflow automation and rich health data
insights, Optima is able to prioritise cases, shorten waiting times and
deliver the right level of intervention at the right time, improving both
outcomes and operational efficiency for clients.
Optima is well placed to benefit from the challenges currently facing business
in the UK as a result of ill-health related absence and lost output which are
estimated to cost around £150 billion a year, or 7 per cent. of GDP, with
sickness absence reaching its highest level since 2005 at 185.6 million days,
equivalent to 5.7 days lost per worker. An ageing workforce, rising prevalence
of mental health and musculoskeletal conditions, and NHS waiting lists of
approximately 7.6 million people are increasing the urgency for employers to
invest in proactive, work-focused health support that keeps people in or
returns them to work more quickly. At the same time, government policy is
moving in the same direction, with consultations such as "Occupational Health:
Working Better" and initiatives like the "WorkWell" programme launched in 2024
and the "Keeping Britain Working" report in 2025 aiming to widen employer
uptake of occupational health and improve return-to-work outcomes, all of
which strongly reinforce Optima's integrated, technology-enabled occupational
health and wellbeing model.
About PAM
PAM, established in 2004, is one of the leading providers of outsourced
occupational health and wellbeing services in the UK and Republic of Ireland,
supporting over 1.5 million employees. PAM has a long-standing and diverse
customer base, with an average contract length of approximately 7.8 years
among its top ten customers, and provides solutions to more than 1,500
organisations, including blue chip corporates and public sector entities. PAM
is headquartered in Warrington with over 450 directly employed clinicians and
a large associate clinician network.
PAM's breadth of services covers all aspects of statutory and discretionary
occupational health and wellbeing services, encompassing testing, assessment,
and treatment capabilities. Underpinning PAM's services is OHIO, its
proprietary technology platform, which provides customers with bespoke,
real-time analytics and tailored reporting integrated into HR systems.
PAM generated revenue of approximately £66.6 million (unaudited) in the year
ended 31 December 2025 with a three-year CAGR of 15.7 per cent., supported
largely by organic customer wins and targeted M&A activity. PAM has good
revenue visibility and robust recurring revenues with over 90 per cent. of
budgeted FY26 revenues underpinned by existing contracts.
PAM generated an unaudited adjusted EBITDA of £8.2 million in the year ended
31 December 2025. EBITDA margin improvement in FY25 has been driven by new
business wins and a focus on clinician productivity and billability. There is
a potential for continued improvement in PAM's EBITDA margin through further
clinician productivity improvements, operating model rationalisation and
alignment, and leveraging the Enlarged Group's synergies.
PAM is a capital light and cash generative business with strong free cash
conversion of over 60 per cent.
Summary financial information on PAM
£million Year ended 31 December 2023 Year ended 31 December 2024 Unaudited Year ended 31 December 2025
Revenue 51.8 62.6 66.6
Gross Profit 24.3 26.1 29.1
EBITDA 4.0 4.2 6.6
Adj. EBITDA* 4.7 5.9 8.2
Adj. EBITDA margin 9.1% 9.4% 12.3%
Profit before tax (2.2) (3.8) (0.4)
Profit after tax 0.6 (3.5) (0.5)
* Adjusted for certain exceptional and administrative expenses
As at 31 December 2025, PAM had net assets of £21.3 million (unaudited)
(FY24: £20.5 million (audited)).
Background to and reasons for the Open Offer
Introduction
Optima has followed PAM's progress for a significant period of time and has
long recognised the potential value of integrating PAM's business into the
Optima Group. Optima participated in a competitive sale process and in order
to provide incremental acquisition financing and secure exclusivity in the
sale process, Deacon Street, an entity controlled by LA, agreed to provide a
Bridge Facility of £30,000,000 to Optima. This short-term financing was
necessary to support certainty of funding and was used to fund part of the
Acquisition and is intended to be repaid in full using the net proceeds of the
Open Offer.
Subject to completion of the Open Offer, the Company is expected to raise
approximately £35,000,000 (in gross proceeds). The gross proceeds of the Open
Offer will be applied to repay the Bridge Facility in full and to pay fees
incurred in connection with the Acquisition including for Deacon Street
procuring the Bridge Facility and underwriting the Open Offer.
The acquisition of PAM is underpinned by a strong financial and cash
generation profile. PAM generated unaudited revenue of approximately
£66,600,000 in the year ended 31 December 2025, representing a three-year
CAGR of 15.7 per cent., and delivered unaudited adjusted EBITDA of
£8,200,000, with further potential to enhance margins through clinician
productivity gains, operating model alignment and group-wide synergies. Its
revenues are highly visible, with over 90 per cent. of budgeted FY26 revenue
supported by existing contracts, and the business is cash generative with free
cash conversion above 60 per cent. and low capital intensity, providing a
robust foundation for value creation.
Strategically, the combination of Optima and PAM creates an enhanced
market-leading platform in a large and growing occupational health market in
the UK and Ireland, valued at around £1,600,000,000 and forecast to grow by
up to 9 per cent. per annum. Low penetration of occupational health services
in the UK, rising absenteeism costs, an ageing workforce and increased focus
on mental and physical wellbeing support long-term demand, while the
fragmented nature of the market leaves substantial room for consolidation. The
Enlarged Group will offer a broader, more integrated service proposition,
benefit from revenue synergies through cross-selling and reduced churn, and
capture operational efficiencies through central function alignment, estate
rationalisation and leveraging Optima's existing technology and AI-led
transformation, including a strengthened position in Ireland and for
multinationals operating across both jurisdictions.
Description of the Open Offer
The Issue Price represents a discount of approximately 17.8 per cent. to the
closing mid-market price of 213 pence per on 13 February 2026, being the
latest practicable date prior to the announcement of the Acquisition and the
intention to conduct the Open Offer.
Subject to the fulfilment of the condition set out below and in Part III of
the Circular, Qualifying Shareholders are being given the opportunity to (i)
subscribe for their Basic Entitlement; and (ii) provided that they take up
their Basic Entitlement in full, apply for Excess Entitlements through the
Excess Application Facility on the basis of:
1 Open Offer Share for every 4.439 Existing Ordinary Shares
held by and registered in the names of Qualifying Shareholders at the Open
Offer Record Date and Time on the terms and conditions set out in Part III of
the Circular and, in the case of Qualifying Non-CREST Shareholders holding
Existing Ordinary Shares in certificated form, the Application Form.
The Open Offer is conditional only upon the AIM Admission becoming effective,
which is expected to happen at 8.00 a.m. on 24 April 2026.
The Open Offer Shares will, when issued and fully paid, rank pari passu in all
respects with the Existing Ordinary Shares, including the right to receive all
future dividends and other distributions declared, made or paid after the date
of their issue.
The Open Offer will result in the issue of 19,999,149 Open Offer Shares, which
will represent approximately 18.39 per cent. of the Ordinary Shares in issue
immediately following Admission.
Excess Entitlements
Provided a Qualifying Shareholder has accepted its Basic Entitlement in full,
the Qualifying Shareholder may apply to acquire Excess Entitlements through
the Excess Application Facility, should they wish to do so.
· Qualifying Non-CREST Shareholders (i.e. qualifying holders of
Existing Ordinary Shares who hold their shares in certificated form) wishing
to apply for Excess Entitlements through the Excess Application Facility can
do so by completing Boxes 6, 7, 8 and 9 of the Application Form.
· Qualifying CREST Shareholders (i.e. qualifying holders of
Existing Ordinary Shares who hold their shares in uncertificated form through
CREST) will not receive an Application Form. Qualifying CREST Shareholders
wishing to apply for Excess Entitlements through the Excess Application
Facility by sending a USE instruction in respect of Excess Entitlements as set
out in paragraph 2(b)(vi) of Part III of the Circular.
The total number of Open Offer Shares is fixed and will not be increased in
response to any applications for Excess Entitlements under the Excess
Application Facility. The number of Open Offer Shares available under the
Excess Application Facility will therefore be equal to the number of Open
Offer Shares not subscribed for by Qualifying Shareholders pursuant to their
Basic Entitlements. Valid applications for Excess Entitlements under the
Excess Application Facility will be allocated at the Company's discretion but
having regard to Qualifying Shareholders' beneficial holdings of Existing
Ordinary Shares as at the Open Offer Record Date and Time, and no assurance
can be given that applications for Excess Entitlements by Qualifying
Shareholders will be met in full or in part or at all. Excess monies in
respect of applications which are not met in full will be returned to the
applicant (at the applicant's risk) without interest as soon as practicable
thereafter by way of cheque or CREST payment, as appropriate.
Further information on the Open Offer, including the terms and conditions of
the Open Offer and the procedure for acceptance and payment and the procedure
in respect of Basic Entitlements not taken up are set out in Part III of the
Circular.
Qualifying Shareholders should note that the Open Offer is not a rights issue
and therefore the Open Offer Shares which are not applied for by Qualifying
Shareholders will not be sold in the market for the benefit of the Qualifying
Shareholders who do not apply under the Open Offer. The Application Form is
not a document of title and cannot be traded or otherwise transferred.
Takeover Code
The Takeover Code applies to the Company. Under Rule 9 of the Takeover Code,
any person who acquires an interest in shares (as defined in the Takeover
Code) which, taken together with shares in which that person or any person
acting in concert with that person is interested, carry 30 per cent. or more
of the voting rights of a company which is subject to the Takeover Code is
normally required to make an offer to all the remaining shareholders to
acquire their shares.
Similarly, when any person, together with persons acting in concert with that
person, is interested in shares which in the aggregate carry not less than 30
per cent. of the voting rights of such a company but does not hold shares
carrying more than 50 per cent. of the voting rights of the company, an offer
will normally be required if such person or any person acting in concert with
that person acquires a further interest in shares which increases the
percentage of shares carrying voting rights in which that person is
interested.
Further, under Rule 37.1 of the Takeover Code, when a company redeems or
purchases its own shares, any resulting increase in the percentage of voting
rights carried by the shares in which a person, or group of persons acting in
concert, is interested will be treated as an acquisition of interests in
shares carrying voting rights for the purpose of Rule 9.1 of the Takeover
Code.
Any offer under Rule 9 of the Takeover Code must be made in cash at the
highest price paid by the person required to make the offer, or any person
acting in concert with such person, for any interest in shares of the company
during the 12 months prior to the announcement of the offer.
Following completion of the Open Offer and dependent on the take-up of Open
Offer Entitlements by other Shareholders, the members of the LA Concert Party
may be collectively interested in Ordinary Shares carrying more than 30 per
cent. of the voting rights of the Company but will not hold Ordinary Shares
carrying more than 50 per cent. of the voting rights of the Company. For so
long as they continue to be acting in concert, any increase in their aggregate
interest in Ordinary Shares will be subject to the provisions of Rule 9.
Rule 9 Waiver and Maximum Control Position
The Panel may waive the requirement for a Mandatory Offer to be made in
accordance with Rule 9 of the Takeover Code if, amongst other things, the
shareholders of a company who are independent of the person who would
otherwise be required to make an offer, and any person acting in concert with
it, pass an ordinary resolution on a poll approving such a waiver.
The Company has agreed with the Panel that the following persons are acting in
concert with each other in relation to the Company and are therefore members
of the LA Concert Party:
· LA;
· Talisman Holding Group Limited and Deacon Street as entities
controlled by LA (noting that Deacon Street is not a current shareholder of
the Company); and
· due to their business connections, Peter Gaze, Philip Johnson,
Ian Robinson, Philip Osborne and Melquisedec Flores are presumed by the Panel
to be acting in concert with LA and, as a result, they are also included in
the LA Concert Party for all purposes in the Circular;
In aggregate, members of the LA Concert Party currently have interests in
27.22 per cent. of voting rights of the Company as at the Latest Practicable
Date.
As noted above, pursuant to the Underwriting Commitment Letter, Deacon Street
has agreed to underwrite the Open Offer up to a maximum aggregate value of
£35,000,000. This could result in members of the LA Concert Party holding
more than 30 per cent. of the voting rights of the Company. The Rule 9 Waiver
Resolution is being sought to waive the obligation which would otherwise be
imposed on the LA Concert Party to make a Mandatory Offer in that
circumstance.
In the event that the Rule 9 Waiver Resolution is not passed, and the terms of
the Underwriting Commitment Letter are enforced, the LA Concert Party may be
required to make a Mandatory Offer which the Directors do not believe would be
in the best interests of the Company.
If all of the Qualifying Shareholders take up their Basic Entitlements and
participate in the Open Offer, the LA Concert Party's aggregate share of the
voting rights of the Company will not significantly change and therefore will
not trigger a Mandatory Offer.
However, if the Rule 9 Waiver Resolution is not passed and if:
· all Qualifying Shareholders (other than Julia Robertson, Jonathan
Thomas, Heidi Giles, Simon Arnold and Adam Councell 2 (#_ftn2) ) renounce
their Open Offer Entitlements;
· no other person converts any convertible securities or exercises
any options or any other right to subscribe for Ordinary Shares;
· the LA Concert Party subscribe for all the remaining Open Offer
Shares (either through participation in the Open Offer or through the
Underwriting Commitment); and
· there are no other changes to the Company's issued share capital,
the LA Concert Party would, in aggregate, be interested in a maximum of
44,117,373 Ordinary Shares, representing approximately 40.56 per cent. of the
voting rights of the Company's issued share capital immediately following
completion of the Open Offer and therefore would be required to make a
Mandatory Offer. A table showing the maximum respective individual interests
in Ordinary Shares immediately following completion of the Open Offer is set
out in paragraph 6 of Part V of the Circular. In such circumstances, the LA
Concert Party would be interested in Ordinary Shares carrying more than 30 per
cent. of the voting rights of the Company but would not hold Ordinary Shares
carrying more than 50 per cent. of the voting rights of the Company. For so
long as they continue to be acting in concert, any increase in the aggregate
interests in Ordinary Shares by any member of the LA Concert Party will be
subject to the provisions of Rule 9 of the Takeover Code.
The Takeover Panel has agreed to waive the obligation of the LA Concert Party
to make an offer that would otherwise arise under Rule 9 of the Takeover Code
as a result of completion of the Open Offer, subject to the passing of the
Rule 9 Waiver Resolution by the Independent Shareholders on a poll at the
General Meeting. Accordingly, the Company is proposing the Rule 9 Waiver
Resolution to seek approval from the Independent Shareholders. Members of the
LA Concert Party are not entitled to vote on the Rule 9 Waiver Resolution at
the General Meeting in respect of the Ordinary Shares they hold.
Under Rule 25.2 of the Takeover Code, any director who has a conflict of
interest should normally be excluded from the recommendation of the board to
the Independent Shareholders with respect to the proposed Rule 9 Waiver
Resolution. As at the date of the Circular, no director of Optima is currently
conflicted and therefore all directors are independent.
Independent Shareholders are therefore asked to vote in favour of the Rule 9
Resolution at the General Meeting.
Shareholders should note that, in the event that the Rule 9 Waiver Resolution
is approved by Independent Shareholders, members of the LA Concert Party will
not be restricted from making a subsequent offer for the Company in the
future.
Following Admission, the aggregate shareholding of the LA Concert Party will
remain below 50 per cent. of the voting rights of the Company even if they
subscribe for all of the Open Offer Shares.
As set out above in this paragraph, there is a possibility that the LA Concert
Parties at Admission are, in aggregate, interested in shares carrying more
than 30 per cent. of the voting rights of the Company but not will hold shares
carrying more than 50 per cent. of the voting rights of the Company. Any
increase in the LA Concert Parties' interest in shares, or the acquisition of
any Ordinary Shares, will remain subject to the provisions of Rule 9 of the
Takeover Code.
Unless the Panel agrees otherwise, the Rule 9 Waiver will be invalidated if
any purchases of Ordinary Shares are made by any member of the LA Concert
Party in the period between the date of the Circular and the General Meeting.
Your attention is drawn to Part VII of the Circular, which sets out certain
further information and financial information that is required to be disclosed
in the Circular pursuant to the rules contained in the Takeover Code.
Related Party Transactions
The fees payable to Deacon Street in relation to the Bridge Facility and the
Underwriting Commitment are £2,500,000 plus VAT ("Deacon Street Fees").
Deacon Street is an entity controlled by LA who is a shareholder of more than
10 per cent. of the Company's current issued share capital. Deacon Street is
therefore considered to be a related party of the Company for the purposes of
Rule 13 of the AIM Rules for Companies (the "AIM Rules"). The Deacon Street
Fees are unconditional and payable on the repayment date of the Bridge
Facility.
The Bridge Facility, the Underwriting Commitment and the Deacon Street Fees
constitute related party transactions for the purpose of the AIM Rules. The
Board, who are independent of these transactions, having consulted with the
Company's nominated adviser at the time these related party transactions were
entered into, Panmure Liberum, considered that the terms of the Bridge
Facility, the Underwriting Commitment and the Deacon Street Fees were fair and
reasonable in so far as the Company's shareholders are concerned.
Independent Advice
Panmure Liberum has provided competent, independent advice to the Directors,
in accordance with the requirements of paragraph 4(a) of Appendix 1 to the
Takeover Code, in relation to the granting of the Rule 9 Waiver.
This advice was provided by Panmure Liberum to the Directors only and, in
providing such advice, Panmure Liberum has taken into account the Directors'
commercial assessments as well as LA's future intentions in relation to the
Company (as set out in paragraph 2.4 of Part V of the Circular). Panmure
Liberum confirms that it is independent of LA and has no commercial
relationship with him.
General Meeting
Part VII of the Circular sets out a notice convening a General Meeting of
Optima to be held at the offices of Allen Overy Shearman Sterling LLP, One
Bishops Square, London, E1 6AD on 23 April 2026 at 2.00 p.m. (London time) to
consider and, if thought fit, to approve the Rule 9 Waiver Resolution. The
Rule 9 Waiver Resolution is set out in full in the Notice of General Meeting.
Optima has facilitated means by which all those holding Existing Ordinary
Shares on the Register will be able to vote and/or appoint a proxy by
electronic means, further details of which are set out in the explanatory
notes in the Notice of General Meeting and in the accompanying Form of Proxy.
The Rule 9 Waiver Resolution
The Rule 9 Waiver Resolution will be proposed as an Ordinary Resolution of the
Independent Shareholders.
The Rule 9 Waiver Resolution is required for the reasons which are set out in
paragraph 7 of Part I of the Circular. In accordance with the Takeover Code,
the Rule 9 Waiver is subject to the passing of this resolution by the
Independent Shareholders on a poll at the General Meeting. The members of the
LA Concert Party are not eligible to vote on the Rule 9 Waiver Resolution.
If the Rule 9 Waiver Resolution is not approved at the General Meeting, and
the terms of the Underwriting Commitment Letter are enforced, the LA Concert
Party may (depending on levels of subscription pursuant to the Open Offer) be
required to make a Mandatory Offer for the Ordinary Shares in the Company not
already held by them.
Director Intentions
Each of the directors holding Existing Ordinary Shares being Julia Robertson,
Jonathan Thomas, Heidi Giles, Simon Arnold and Adam Councell have entered into
a commitment to: (i) vote in favour of the Rule 9 Waiver Resolution at the
General Meeting; and (ii) participate in the Open Offer.
Further details of the Director Commitments are set out at paragraph 9 of Part
V of the Circular.
Additional information
Your attention is drawn to the additional information set out in Part V of the
Circular. You are advised to read the whole of the Circular and not to rely
solely on the information contained in this letter.
Overseas Shareholders
Part III of the Circular contains information in relation to the Open Offer
for Overseas Shareholders who have registered addresses outside the United
Kingdom, or who are residents of or located in countries other than the United
Kingdom.
Subject to certain exceptions, Shareholders who are resident or located in any
one of the Excluded Jurisdictions will not be entitled to participate in the
Open Offer and the Circular will not be posted to them.
Action to be taken in respect of the General Meeting
Actions in relation to Qualifying Non-CREST Shareholders
If you hold your Existing Ordinary Shares in certificated form, a Form of
Proxy for use at the General Meeting accompanies the Circular. The Form of
Proxy should be completed and signed in accordance with the instructions
thereon and returned to the Registrar, MUFG Corporate Markets, PXS 1, Central
Square, 29 Wellington Street, Leeds, LS1 4DL, as soon as possible, but in any
event so as to be received by no later than 2.00 p.m. on 21 April 2026 (or, if
the General Meeting is adjourned or postponed, 48 hours (excluding any part of
a day that is not a working day) before the time fixed for the adjourned or
postponed meeting).
Actions in relation to Qualifying CREST Shareholders
If you hold your Existing Ordinary Shares in uncertificated form in CREST, you
may vote using the CREST Proxy Voting service in accordance with the
procedures set out in the CREST Manual. Further details are also set out in
the notes accompanying the Notice of General Meeting at the end of the
Circular. Proxies submitted via CREST must be received by the Registrar
(Participant ID: RA10) by no later than 2.00 p.m. on 21 April 2026 (or, if the
General Meeting is adjourned or postponed, 48 hours (excluding any part of a
day that is not a working day) before the time fixed for the adjourned or
postponed meeting). The Company may treat as invalid a proxy appointment sent
by CREST in the circumstances set out in the CREST Regulations.
Admission, Settlement and Crest
Application will be made to the London Stock Exchange for the Open Offer
Shares to be admitted to trading on AIM. It is expected that Admission will
become effective at 8.00 a.m. on 24 April 2026.
The Articles permit the Company to issue shares in uncertificated form. CREST
is a computerised paperless share transfer and settlement system which allows
shares and other securities to be held in electronic rather than paper form.
The Existing Ordinary Shares are already admitted to CREST and therefore the
Open Offer Shares will also be eligible for settlement in CREST. CREST is a
voluntary system and Shareholders who wish to retain certificates will be able
to do so upon request. It is expected that Open Offer Shares due to
uncertificated holders will be delivered in CREST as soon as practicable after
8.00 a.m. on 24 April 2026.
Importance of voting
Shareholders should be aware that, if the Rule 9 Waiver Resolution is not
passed at the General Meeting, and the Underwriting Commitment Letter is
enforced, the LA Concert Party may (depending on the levels of subscription
pursuant to the Open Offer) be required to make a Mandatory Offer for all of
the Ordinary Shares in the Company not already held by them in accordance with
Rule 9 of the Takeover Code.
Shareholders should also note that, if the Rule 9 Waiver Resolution is not
passed at the General Meeting and the Underwriting Commitment Letter is not
enforced or not enforced in full by the Company, the Company will not receive
the proceeds of the Open Offer in full and the Bridge Facility, which is
immediately repayable at the end of its term, may not be capable of repayment
in full from the proceeds of the Open Offer. In such circumstances the Company
will consider how best to pay down the Bridge Facility, which would likely
involve further debt or equity financing.
In addition, the terms of the Bridge Facility provide that interest will
become payable if the Bridge Facility is not repaid within three months of
being drawn.
Recommendation of Directors
The Rule 9 Waiver Resolution avoids the requirement for the LA Concert Party
to make a Mandatory Offer, which the Directors do not believe would be in the
best interests of the Company.
The Directors, having been so advised by Panmure Liberum, consider the Rule 9
Waiver Resolution to be fair and reasonable and in the best interests of the
Independent Shareholders and Company as a whole and hereby recommend
unanimously that the Independent Shareholders vote, or procure the vote, in
favour of the Rule 9 Waiver Resolution.
Panmure Liberum, as the Company's independent financial adviser, has provided
formal advice to the Independent Directors that it considers the Rule 9 Waiver
Resolution, the controlling position which it may create (depending on the
levels of subscription pursuant to the Open Offer) and the effect which it
might have on the Shareholders generally to be fair and reasonable and in the
best interests of Shareholders and the Company as a whole. In providing this
advice, Panmure Liberum has taken into account the Directors' commercial
assessments as well as LA's future intentions in relation to the Company (as
set out in paragraph 2.4 of Part V of the Circular).
The Directors who hold Existing Ordinary Shares have committed to vote in
favour of all the Rule 9 Waiver Resolution in respect of their own
shareholdings amounting to 378,143 Existing Ordinary Shares (representing 0.43
per cent. of the Existing Ordinary Shares in issue as at the Latest
Practicable Date).
Appendix III
Definitions
The following definitions apply throughout this Announcement, unless the
context requires otherwise:
Acquisition has the meaning given in paragraph I of Part I of the Circular
Acquisition Agreement has the meaning given in paragraph 11.3 of Part V of the Circular
Admission AIM Admission
AIM the AIM Market, the multi-lateral trading facility operated by the London
Stock Exchange
AIM Admission admission of the Open Offer Shares to trading on AIM becoming effective in
accordance with the AIM Rules for Companies
AIM Rules or AIM Rules for Companies the AIM Rules for Companies, as published and amended from time to time by the
London Stock Exchange
Annual General Meeting the Company's annual general meeting held on 1 September 2025
Application Form the application form accompanying the Circular in respect of the Open Offer
for those Qualifying Shareholders who are Non-CREST Shareholders
Articles the existing articles of incorporation of the Company as at the date of the
Circular
Bank Facilities has the meaning given in paragraph 11.4 of Part V of the Circular
Basic Entitlement entitlement to subscribe for Open Offer Shares, allocated to a Shareholder
pursuant to the Open Offer and available only to Qualifying Shareholders on
the basis of 1 Open Offer Share for every 4.439 Existing Ordinary Shares held
at the Open Offer Record Date and Time
Board or Directors the Company's directors, whose names are out in paragraph 3 of Part V of the
Circular
Bridge Facility has the meaning given in paragraph 1 of Part I of the Circular
Business Day a day (excluding Saturday, Sunday and public holidays) on which banks
generally are open for business in the City of London for the transaction of
normal banking business
Cavendish Cavendish Capital Markets Limited
certificated or certificated form means in relation to a share or other security, a share or other security
which is not in uncertificated form (that is, not in CREST)
Circular the circular to Shareholders, and all documents bound herein, dated 31 March
2026
Companies Act the Companies Act 2006 of England and Wales, as amended from time to time
Company or Optima Optima Health plc, a company incorporated under the Companies Law and
registered in England and Wales, with registered number 13886031
CREST the system for the paperless settlement of trades in securities and the
holding of uncertificated securities in accordance with the CREST Regulations
operated by Euroclear
CREST Manual the rules governing the operation of CREST, consisting of the CREST Reference
Manual, CREST International Manual, CREST Central Counterparty Service Manual,
CREST Rules, Registrars Service Standards, Settlement Discipline Rules, CREST
CCSS Operations Manual, Daily Timetable, CREST Application Procedure and CREST
Glossary of Terms (all as defined in the CREST Glossary of Terms promulgated
by Euroclear on 15 July 1996, as amended from time to time)
CREST Member a person who has been admitted by Euroclear as a system member (as defined in
the CREST Regulations)
CREST Participant a person who is, in relation to CREST, a system participant (as defined in the
CREST Regulations)
CREST Regulations the Uncertificated Securities Regulations 2009
CREST Sponsor a CREST Participant admitted to CREST as a CREST Sponsor
CREST Sponsored Member a CREST Member admitted to CREST as a sponsored member
Code US Internal Revenue Code of 1986
Daily Official List the Daily Official List published by the London Stock Exchange
Data Protection Legislation has the meaning given in section B of Part II of the Circular
Deacon Street Deacon Street Partners Limited, a company incorporated under the Companies Law
and registered in England and Wales, with registered number 05707007
Deacon Street Fees has the meaning given in paragraph 8 of Part I of the Circular
Director Commitments has the meaning given in paragraph 9 of Part V of the Circular
Disclosure Guidance and Transparency Rules the disclosure guidance rules and transparency rules made by the FCA under
Part VI of FSMA (as set out in the FCA Handbook) as amended from time to time
document of title share certificates, certified transfer deeds, balance receipts or any other
documents of title to the Shares
Effective Date has the meaning given in paragraph 11.4 of Part V of the Circular
Enlarged Group the Optima Group directly after the Acquisition
Enlarged Share Capital the Issued Share Capital of the Company as enlarged by the issue of the Open
Offer Shares
Euroclear or Euroclear UK & International Euroclear UK & International Limited, the operator of CREST
EU GDPR has the meaning given in section A of Part II of the Circular
EUWA the European Union (Withdrawal) Act 2018
Excess Application Facility the facility through which Qualifying Shareholders may apply for Excess
Entitlements
Excess Entitlements the entitlement of Qualifying Shareholders to apply for Open Offer Shares
pursuant to the Excess Application Facility in excess of their Basic
Entitlements, which is conditional on such Qualifying Shareholder taking up
their Basic Entitlement in full and will be allocated at the discretion of the
Company but having regard to Qualifying Shares' beneficial holdings of
Existing Ordinary Shares as at the Open Offer Record Date and Time
Excess Shares the excess Open Offer Shares being applied for by LA by way of Excess
Entitlements
Excluded Jurisdictions the United States, Australia, New Zealand, Canada, Singapore and Japan and any
other jurisdiction (subject to certain limited exceptions) where the Company
is advised that the allotment or issue of the Open Offer Shares pursuant to
the Open Offer would or may infringe the relevant laws and regulations of such
jurisdiction or would or may require the Company to obtain any governmental or
other consent or to effect any registration, filing or other formality which,
in the opinion of the Company, it would be unable to comply with or is unduly
onerous and Excluded Jurisdiction means any one of them
Executive Directors Heidi Giles and Jonathan Thomas
Ex-Entitlement Date the date on which the Ordinary Shares are marked 'ex' for entitlement by the
London Stock Exchange under the Open Offer, being 8.00 a.m. on 1 April 2026
Existing Ordinary Shares the 88,776,226 Ordinary Shares in issue on the Latest Practicable Date
General Meeting or Meeting the general meeting of the Company convened for 2.00 p.m. (London time) at the
offices of Allen Overy Shearman Sterling LLP, One Bishops Square, London E1
6AD on 23 April 2026 by the Notice of General Meeting and any adjournment or
postponement thereof
FCA the Financial Conduct Authority of the United Kingdom acting in its capacity
as the competent authority for the purposes of Part VI of the FSMA
FCA Handbook the FCA's Handbook or Rules and Guidance, as amended from time to time
Form of Proxy the white form of proxy, for use by shareholders whose Ordinary Shares are
admitted to AIM, accompanying the Circular for use at the General Meeting
FSMA the Financial Services and Markets Act 2000 of England and Wales (as amended)
Group or Optima Group Optima and each of its direct and indirect subsidiaries from time to time
(where "subsidiary" shall have the meaning ascribed to it in the Companies
Act)
Independent Shareholders Shareholders who are independent of LA and any person acting in concert with
him (as defined by the Takeover Code) which, for the purposes of the Waiver,
excludes all members of the LA Concert Party (more detail in paragraph 7 of
Part I of the Circular)
IRS U.S. Internal Revenue Service
ISIN the international securities identification number
Issue Price the price at which Open Offer Shares will be issued to Qualifying Shareholders
pursuant to the Open Offer, being 175 pence per Open Offer Share
Issued Share Capital except where stated to the contrary, the issued share capital of the Company
(excluding treasury shares)
Latest Practicable Date 30 March 2026, being the latest practicable date prior to the date of the
Circular
LA Lord Ashcroft KCMG PC
LA Concert Party LA, Deacon Street, Talisman Holding Group Limited, Mr Melquisedec Flores, Mr
Peter Gaze, Mr Philip Johnson, Mr Ian Robinson and Mr Philip Osborne
LA Shareholder Entities Talisman Holding Group Limited, Redmayne (Nominees) Limited, The Bank of New
York (Nominees) Limited
London Stock Exchange or LSE London Stock Exchange plc
Mandatory Offer has the meaning given in paragraph 1 of Part I of the Circular
Memorandum the memorandum of incorporation of the Company
Money Laundering Regulations has the meaning given in paragraph 3(a) of Part III of the Circular
New Debt Facilities has the meaning given in paragraph 1 of Part I of the Circular
Non-CREST Shareholders Shareholders whose Ordinary Shares are on the Company's (AIM) register and are
held in certificated form
Non-Executive Directors Julia Robertson, Adam Councell, Michael Ettling and Simon Arnold
Notice of General Meeting or Notice the notice of the General Meeting set out in Part VII of the Circular
Open Offer the invitation by the Company to Qualifying Shareholders to subscribe for the
Open Offer Shares at the issue Price on the terms and subject to the
conditions set out in Part III of the Circular, and, in the case of Qualifying
Non-CREST Shareholders, in the Application Form accompanying the Circular
Open Offer Entitlements entitlement to subscribe for the Open Offer Shares pursuant to the Basic
Entitlement and Excess Entitlement
Open Offer Record Date and Time the record time(s) for participation in the Open Offer, being 6.00 p.m.
(London time) on 27 March 2026
Open Offer Shares 19,999,149 new Ordinary Shares to be issued pursuant to the Open Offer
Optima OHSP the Optima Health Share Plan
Ordinary Resolution a resolution, taken in accordance with the Articles and the Companies Law,
passed by a simple majority of the Shareholders, present or by proxy, at the
meeting, convened with the proper notice of the meeting having been provided
to the Shareholders
Ordinary Shares or Shares the ordinary shares with a par value of one pence each in the capital of the
Company
Overseas Shareholders Shareholders or Qualifying Shareholders, as the context so requires, who have
registered addresses, or who are located or resident, outside the United
Kingdom
Panel or Takeover Panel means the Panel on Takeovers and Mergers of the United Kingdom
PAM PAM Healthcare Limited, a company incorporated under the Companies Law and
registered in England and Wales, with registered number 13458429
Panmure Liberum or Nominated Adviser or Joint Corporate Broker Panmure Liberum Limited, the nominated adviser, and joint corporate broker to
the Company in connection with the Open Offer and the Rule 9 Waiver Resolution
Participant ID the identification code or membership number used in CREST to identify a
particular CREST Member or CREST Participant
PFIC Passive Foreign Investment Company
QEF Qualified Electing Fund
QIB a qualified institutional buyer as defined in Rule 144A under the US
Securities Act
QIB Investor Letter the letter containing certain representations, warranties and agreements
required to be made by QIBs in the United States in order for such QIBs to
participate in the Open Offer and which must be duly executed and delivered by
such QIBs to the Company
Qualifying CREST Shareholder Shareholders (other than those resident in an Excluded Jurisdiction, unless
such Shareholder is a QIB who has delivered to the Company a duly executed QIB
Investor Letter) whose Ordinary Shares are on the Company's (AIM) register at
the Open Offer Record Date and Time and which are held in uncertificated form
and held through CREST
Qualifying Non-CREST Shareholder Shareholders (other than those resident in an Excluded Jurisdiction, unless
such Shareholder is a QIB who has delivered to the Company a duly executed QIB
Investor Letter) whose Ordinary Shares are on the Company's (AIM) register at
the Open Offer Record Date and Time and which are in certificated form
Qualifying Shareholder a Qualifying Non-CREST Shareholder, or Qualifying CREST Shareholder, as the
case may be
Register the register of members of the Company maintained in the United Kingdom
Registrar MUFG Corporate Markets (UK) Limited
Regulation S Regulation S under the US Securities Act
Receiving Agent MUFG Corporate Markets, Corporate Actions, Central Square,29 Wellington
Street, Leeds LS1 4DL
Regulatory Information Service any of the services set out in the list of Primary Information Providers
maintained by the FCA
Rule 9 Rule 9 of the Takeover Code
Rule 9 Waiver the waiver granted by the Panel, conditional on the passing of the Rule 9
Waiver Resolution by Independent Shareholders, of any requirement under Rule 9
of the Takeover Code for the LA Concert Party to make a mandatory general
offer to all Shareholders of the Company, which may otherwise arise as a
result of Deacon Street's Underwriting Commitment
Rule 9 Waiver Resolution ordinary resolution to be proposed at the General Meeting as set out in the
Notice of General Meeting for the Independent Shareholders to approve the Rule
9 Waiver
Shareholder Helpline the relevant helpline telephone number listed in the paragraph 20.2 of Part V
of the Circular
Shareholders holders of Existing Ordinary Shares
Special Resolution a resolution taken in accordance with the Articles and the Companies Law,
passed by a majority of not less than 75 per cent. of the votes of the
Shareholders, present or by proxy, at the meeting convened with the proper
notice of the meeting having been provided to the Shareholders
sterling or £ or GBP, or pence or p the lawful currency of the United Kingdom from time to time
Takeover Code the City Code on Takeovers and Mergers issued from time to time by or on
behalf of the Panel on Takeovers and Mergers
Tax Covenant has the meaning given in paragraph 11.3 of Part V of the Circular
Treaty has the meaning given in paragraph 6 of Part III of the Circular
uncertificated or in uncertificated form in respect of a Qualifying Shareholder, describes the form of a share held by
such person in CREST
Underwriting Commitment Letter the Underwriting Commitment Letter dated 12 February 2026 entered into between
Deacon Street and the Company pursuant to which Deacon Street has undertaken
to underwrite the Open Offer and more fully described in paragraph 11.1 of
Part V of the Circular, and the commitments within shall be referred to as the
Underwriting Commitment
United Kingdom or UK the United Kingdom of Great Britain and Northern Ireland
UK GDPR has the meaning given in section A of Part II of the Circular
United States or US the United States of America, its territories and possessions, any state of
the United States of America and the District of Columbia
US Holder has the meaning given in paragraph 6 of Part III of the Circular
US Securities Act the United States Securities Act of 1933, as amended
US Securities and Exchange Commission the United States government agency having primary responsibility for
enforcing the federal securities laws and regulating the securities
industry/stock market
Voting Record Time the time at which Shareholders must be on the Company's register of members in
order to be able to attend and vote at the General Meeting
1 (#_ftnref1) Note: This figure assumes that no Qualifying
Shareholders participate in the Open Offer other than Julia Robertson,
Jonathan Thomas, Heidi Giles, Simon Arnold and Adam Councell who subscribe for
47,246 Open Offer Shares in aggregate and that the LA Concert Parties
subscribe for the remainder of the Open Offer Shares.
2 (#_ftnref2) Note: This paragraph assumes that only Julia
Robertson, Jonathan Thomas, Heidi Giles, Simon Arnold and Adam Councell
participate in the Open Offer and subscribe for 47,246 Open Offer Shares in
aggregate.
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