NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. IN PARTICULAR, THIS ANNOUNCEMENT SHOULD NOT BE RELEASED, PUBLISHED, DISTRIBUTED, FORWARDED OR TRANSMITTED, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES.
OPPORTUNITY TO EXCHANGE SHARES IN
Georgia Healthcare Group PLC ("GHG") notes today's announcement by Georgia Capital PLC ("GCAP") of an opportunity for shareholders of GHG to exchange their shares in GHG for shares in GCAP (the "Exchange Facility").
The Board of GHG confirms that it has been approached by GCAP in connection with the Exchange Facility in advance of today's announcement and, having considered the proposed exchange ratio of 0.192 shares in GCAP for every 1 share in GHG, believes that it is appropriate for this proposal to be shared with GHG shareholders. This represents the average GCAP/GHG exchange ratio over the last 30 business days.
The Board of GHG welcomes GCAP's continued confidence in GHG's management and strategy and support for GHG as an independent, listed company and, in particular, that GCAP recognises the significant progress GHG has made over the last few years. The GCAP exchange facility provides a liquidity event for GHG shareholders and an opportunity to exchange their investment in GHG for one in the more liquid GCAP, whilst maintaining exposure to the growing and profitable Georgian Healthcare market. GHG will continue to be a significant investment for GCAP, and the Board of GHG welcomes GCAP’s continued commitment to the strategy of GHG.
The Exchange Facility will be open from 18 November 2019, 7.00 a.m. London time until 17 December 2019, 1.00 p.m. London time. The Board of GHG draws shareholders' attention to the fact that the Exchange Facility is not an offer for the purposes of the Takeover Code and that GCAP is prohibited from making a takeover offer for GHG for a period of six months following the date of this announcement (subject to certain exclusions set out in the GCAP announcement).
GCAP’s offer is expressed in a ratio of 0.192 GCAP shares for every GHG share. To assist shareholders in their evaluation, please find below the average exchange ratio for GCAP shares to GHG shares, to 15 November 2019:
Spot (market close) 0.182
Further details about the Exchange Facility can be found at: www.georgiacapital.ge
Investec Bank plc ("Investec") is acting as financial adviser and corporate broker to GHG in relation to the Exchange Facility.
Georgia Healthcare Group PLC www.ghg.com.ge or contact:
Adviser to the CEO
+995 322 550505 (5077)
+995 322 550505 (5088)
+44 7801 472268
Investec Bank plc – Financial Adviser and Corporate Broker 020 7597 4000
This announcement is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, New Zealand or Japan or to US persons (as defined in Regulation S under the US Securities Act of 1933, as amended (the "Securities Act")). The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
Investec, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the Financial Conduct Authority is acting exclusively for GHG and no one else in connection with the Exchange Facility and any other arrangements referred to in this announcement. Investec will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the Exchange Facility and the other arrangements referred to in this announcement and will not be responsible to anyone other than GHG for providing the protections afforded to clients of Investec, or for providing advice in connection with the Exchange Facility or the arrangements referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on Investec by the Financial Services and Markets Act 2000 (as amended) or the regulatory regime established thereunder, Investec does not make any representation express or implied in relation to, nor accepts any responsibility whatsoever for, the contents of this announcement, or any other statement made or purported to be made by it or on its behalf in connection with GHG or the Exchange Facility or the other arrangements referred to in this announcement. Investec (and its subsidiaries, branches and affiliates accordingly, to the fullest extent permissible by law, disclaims all and any responsibility or liability (save for any statutory liability) whether arising in tort, contract or otherwise which it might have in respect of the contents of this announcement or any other statement made or purported to be made by it or on its behalf in connection with GHG or the Exchange Facility or the other arrangements referred to in this announcement.
The availability of the Exchange Facility to GHG shareholders may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. In particular, the Exchange Facility is not capable of being accepted by GHG shareholders who are, subject to certain exceptions, located in the United States or any other jurisdiction in which the exchange of GHG shares for GCAP shares pursuant to the Exchange Facility is contrary to local law or regulation (each, a Restricted Jurisdiction). Applications to participate in the Exchange Facility from such Restricted Jurisdictions, or which, at the sole discretion of GCAP, appear to be made in respect of GHG shares beneficially held by persons located or resident, subject to certain exceptions, in such Restricted Jurisdictions will not be accepted by GCAP.
Any failure to comply with applicable legal or regulatory requirements in a jurisdiction may constitute a violation of the securities laws of such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Exchange Facility, including but not limited to GHG, GCAP and Investec, disclaim any responsibility or liability for the violation of such legal or regulatory requirements by any person. This announcement has been prepared for the purposes of complying with English law and United Kingdom regulations 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 of jurisdictions outside of England and Wales.
The Exchange Facility will not be made, directly or indirectly, in, into or from any jurisdiction where to do so would violate the laws in that jurisdiction. Accordingly, copies of this announcement and documentation relating to the Exchange Facility will not be and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any jurisdiction where to do so would violate the laws of that jurisdiction.
Notice to GHG shareholders in EEA Member States
The Exchange Facility contemplated by this announcement will only be made available by GCAP to the public in a Member State of the European Economic Area under the following exemptions under the Prospectus Regulation ((EU) 2017/1129)(the Prospectus Regulation): (a) to any legal entity which is a qualified investor as defined under the Prospectus Regulation; (b) to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus Regulation); or (c) in any other circumstances falling within Article 1(4) of the Prospectus Regulation. Accordingly, GCAP will not be required to publish a prospectus pursuant to Article 3 of the Prospectus Regulation in connection with the Exchange Facility.
Notice to US GHG shareholders
Subject to certain exceptions, GHG shareholders located in the United States will not be permitted to participate in the Exchange Facility and any application to participate in the Exchange Facility from the United States, or which, at the sole discretion of GCAP, appear to be made in respect of GHG shares beneficially held by persons located, subject to certain exceptions, in the United States will not be accepted by GCAP.
This announcement does not constitute an offer of securities for sale in the United States or an offer to acquire or exchange securities in the United States. The Exchange Facility is being operated in accordance with section 14(e) of the US Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. GCAP will take the actions necessary to comply with the applicable requirements of Regulation 14E. GCAP shares may not be offered or sold in the United States or to or for the account or benefit of US persons (as defined in Regulation S under the Securities Act) absent registration or an exemption from the registration requirements of the Securities Act and in compliance with any applicable state securities laws. No public offer of GCAP shares will be made in the United States. The GCAP shares have not been, and will not be, registered under the US Securities Act or under the relevant securities laws of any state or territory or other jurisdiction of the United States and will not be listed on any stock exchange in the United States. Accordingly, the GCAP shares may not be offered, sold or delivered, directly or indirectly, in, into or from the United States. Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of the GCAP shares, or determined if this announcement is accurate or complete. Any representation to the contrary is a criminal offence.
To the extent permissible under applicable securities laws, including Rule 14e-5 under the US Securities Exchange Act of 1934, as amended, GHG and its affiliates, Citi and BNPP and their respective affiliates, any advisor to any such persons, and any person acting, directly or indirectly, in concert with any such persons, may from time to time make purchases of, or arrangements to purchase, GHG shares other than pursuant to the Exchange Facility, before or during the period in which the Exchange Facility is open, so long as those acquisitions or arrangements comply with applicable securities laws, including the provisions of the exemption provided under Rule 14e-5. Any of the purchases referred to in this paragraph may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Information about such purchases will be disclosed as and if required by applicable securities laws.
GHG and GCAP are public limited companies incorporated in England and Wales and they are subject to United Kingdom procedural and disclosure requirements, respectively, that are different from certain of those of the United States, including the US tender offer and proxy solicitation rules. Any financial statements or other financial information included in this announcement may have been prepared in accordance with non-US accounting standards that may not be comparable to the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
Notice to GHG shareholders in Georgia
The Exchange Facility contemplated by this announcement will be made available by GCAP to qualified investors (as defined under the Law of Georgia on Securities Market) in Georgia and made available by GCAP to the general public in Georgia under the exemption provided in Article 4.6 of the Law of Georgia on Securities Market, subject to GCAP giving notice to the National Bank of Georgia of the proposed exchange. As a result, no prospectus will be published by GCAP in Georgia with respect to the GCAP shares.
The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The material contained in this announcement is for information purposes only, is given as at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment. In particular, any proposals referred to herein are tentative and are subject to revision and amendment.
This announcement does not constitute a recommendation concerning the Exchange Facility or the GCAP shares or the GHG shares. The price and value of securities and any income from them can go down as well as up and investors may not get back the full amount invested on disposal of the securities. Past performance is not a guide to future performance. Before participating in the Exchange Facility, persons considering participating in the Exchange Facility should ensure that they fully understand and accept the risks associated with such participation. The contents of this announcement are not to be construed as legal, business or tax advice. Persons considering participating in the Exchange Facility should consult his, her or its own legal adviser, financial adviser or tax adviser for legal, financial or tax advice.
A copy of this announcement and GCAP's announcement in connection with the Exchange Facility will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on GHG's website at www.ghg.com.ge. In addition, copies of this announcement and the GCAP announcement will be sent to shareholders as soon as is practicable following the date of this announcement.