REG - Optima Health PLC - Result of GM and Underwritten Open Offer

Optima HealthAnnouncement

23/04/2026 16:00

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RNS Number : 7197B  Optima Health PLC  23 April 2026

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
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

23 April 2026

Optima Health plc

("Optima", the "Company", and, together with its subsidiaries, the "Group")

Result of General Meeting and Underwritten Open Offer

Further to the announcement on 31 March 2026 regarding the launch of the
underwritten Open Offer and publication of the Circular (the "Launch
Announcement"), Optima Health (AIM: OPT), the UK's leading provider of
technology enabled corporate health and wellbeing solutions, is pleased to
announce the results of the General Meeting and underwritten Open Offer.
Capitalised terms used but not otherwise defined in this announcement shall
have the meaning ascribed to such terms in the Circular unless the context
requires otherwise.

Results of the General Meeting

 Resolution                                                                      For                Against        Votes withheld  % of issued share capital voted
                                                                                 Number      %      Number   %     Number          Total
 That the waiver granted by the Takeover Panel of any obligation that would      35,160,877  98.38  578,729  1.62  4,912           40.26
 otherwise arise on the LA Concert Party, both individually and collectively,
 to make an offer to the shareholders of the Company pursuant to Rule 9 of the
 Takeover Code as a result of the issuance of up to 19,999,149 Open Offer
 Shares to members of the LA Concert Party, as described in the Company's
 circular to shareholders of which this notice forms part, be and is hereby
 approved

The Company is pleased to announce that the Rule 9 Waiver Resolution put to
Independent Shareholders at the General Meeting held at 2.00 p.m. (London
time) today was duly passed by a significant majority on a poll. The voting
results of the Resolutions are set out in the table below:

Results of Underwritten Open Offer

                Optima is also pleased to announce that the
Open Offer, which closed for acceptances at 11.00 a.m. on 22 April 2026, was
significantly oversubscribed, with valid applications received (including
amounts subscribed for by the LA Shareholder Entities) in respect of
38,829,942 Open Offer shares representing approximately 194 per cent. of the
maximum Open Offer Shares available. All Qualifying Shareholders who have
validly applied for Open Offer Shares will receive their full Basic
Entitlement.

                Excess Entitlements under the Excess
Application Facility have been allocated at the Company's discretion.
Following the LA Shareholder Entities allocation noted below, all Shareholders
who applied for Excess Entitlements have been scaled back pro-rata to their
applications for Excess Entitlements. As a result, the maximum of 19,999,149
Open Offer Shares will be issued in connection with the Open Offer, raising
approximately £35,000,000 (before expenses) for the Company at an issue price
of 175 pence per share.

                Directors' Participation

                Julia Robertson, Jonathan Thomas, Heidi Giles,
Simon Arnold and Adam Councell have applied for an aggregate of 47,518 Open
Offer Shares. The Directors' basic entitlements will be allocated in full and
Excess Entitlements will be scaled back pro-rata as noted above. PDMR dealing
notifications will be announced following Admission.

                Admission and Dealings

                Application has been made to the London Stock
Exchange for the admission of 19,999,149 Open Offer Shares, to trading on AIM
("Admission"). Admission is expected to take place and dealings in the Open
Offer Shares are expected to commence on or around 8.00 a.m. on 24 April 2026.
The Open Offer Shares will rank pari passu with the existing Ordinary Shares.
Following Admission, the Company will have 108,775,375 Ordinary Shares in
issue.

Concert Party

As detailed in the Launch Announcement, Deacon Street Partners Limited
("Deacon Street"), an entity controlled by Lord Ashcroft KCMG PC, a
substantial shareholder of the Company and a member of the LA Concert Party,
entered into a commitment to underwrite the Open Offer at the Issue Price up
to a maximum aggregate value of £35,000,000. Noting the strong participation
by Shareholders in the Open Offer, the underwriting commitment from Deacon
Street was not required, however, the LA Shareholder Entities have, in
aggregate, subscribed for 8,203,993 Open Offer Shares pursuant to the Open
Offer.

Following Admission, the LA Concert Party is expected to be interested in
aggregate in approximately 30 per cent. of the voting rights of the enlarged
issued ordinary share capital of the Company.

 

Total Voting Rights

 

In accordance with the Financial Conduct Authority's Disclosure, Guidance and
Transparency Rules, the Company confirms that following Admission, the
Company's enlarged issued ordinary share capital will comprise 108,775,375
Ordinary Shares. The Company does not hold any shares in Treasury. Therefore,
following Admission, the total number of voting rights in the Company will be
108,775,375 and this figure may be used by shareholders in the Company as the
denominator for the calculations to determine if they are required to notify
their interest in, or a change to their interest in the Company, under the
Disclosure Guidance and Transparency Rules.

                This announcement should be read in conjunction
with the Launch Announcement, and the full text of the Company's circular
dated 31 March 2026, copies of which are available on the Company's website at
https://investors.optimahealth.co.uk/investors/open-offer-2026/.

 

 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 and 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
the Rule 9 Waiver Resolution 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 and the Rule 9 Waiver
Resolution 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 and the Rule 9
Waiver Resolution 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.

The Open Offer has been 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.

 

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