4th May 2020 17:29
Replacement for RNS 0455L released at 7:00am on 28 April 2020
Changes to section 3a), 3c) and 3d)
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser: | Georgia Healthcare Group PLC |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named. | N/A |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | Georgia Healthcare Group PLC |
(d) Is the discloser the offeror or the offeree? | OFFEREE |
(e) Date position held: The latest practicable date prior to the disclosure | 23 April 2020 |
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state "N/A" | Yes, in relation to the relevant securities of the offeror, Georgia Capital PLC.
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2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates
Class of relevant security:
| Ordinary shares of 1 penny each in Georgia Healthcare Group PLC | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | Nil | Nil | ||
(2) Cash-settled derivatives:
| Nil | Nil | ||
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | Nil | Nil | ||
TOTAL: | Nil | Nil | ||
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription right exists: | N/A |
Details, including nature of the rights concerned and relevant percentages: | N/A |
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:
a) Interests of the directors of Georgia Healthcare Group PLC in the ordinary shares of 1 penny each held directly in Georgia Healthcare Group PLC
| ||
Director | Number of ordinary shares held directly | % of total issued share capital of Georgia Healthcare Group PLC |
Nikoloz Gamkrelidze | 370,293 | 0.28% |
Bill Huyett | 60,000 | 0.05% |
Ingeborg Oie | 46,677 | 0.04% |
Mike Anderson | 11,500 | 0.01% |
Tim Elsigood | 14,700 | 0.01% |
Fabian Blank | 15,000 | 0.01% |
b) Interests of the directors of Georgia Healthcare Group PLC subsidiaries in the ordinary shares of 1 penny each held directly in Georgia Healthcare Group PLC
| ||
Director | Number of ordinary shares held directly | % of total issued share capital of Georgia Healthcare Group PLC |
Davit Rekhviashvili | 2,400 | 0.01% |
Davit Vakhtangishvili | 10,773 | 0.01% |
Enriko Beridze | 684,650 | 0.52% |
Giorgi Mindiashvili | 76,744 | 0.06% |
Irakli Gogia | 73,584 | 0.06% |
Mikheil Abramidze | 110,885 | 0.08% |
Mikheil Dolidze | 1,333 | 0.01% |
Shota Didbaridze | 16,347 | 0.01% |
c) Nil cost options of the directors of Georgia Healthcare Group PLC over ordinary shares of 1 penny each in Georgia Healthcare Group PLC held through the Employee Stock Ownership Plans
| ||||
Director | Number | Date of grant | Vesting Dates
| % of total issued share capital of Georgia Healthcare Group PLC |
Nikoloz Gamkrelidze | 70,000 | 1 July 2016 | 1 January 2020 | 0.05% |
152,327 | 28 June 2017 | 1 January 2020- 1 January 2021 | 0.12% | |
221,934 | 8 March 2018 | 1 January 2020- 1 January 2022 | 0.17% | |
286,301 | 20 May 2019 | 1 January 2020- 1 January 2023 | 0.22% | |
175,000* | 18 December 2019 | 1 January 2021- 1 January 2024 | 0.13% | |
175,000* | 2 January 2020 | 1 January 2022- 1 January 2025 | 0.13% | |
* Nil cost options of Georgia Healthcare Group PLC over ordinary shares of 1 penny each in Georgia Healthcare Group plc held through the JSC Georgia Healthcare Executive Incentive Plan. All nil cost options disclosed in table 3c) above are subject to a ten year exercise period from the date of grant.
d) Nil cost options of the directors of Georgia Healthcare Group PLC subsidiaries over ordinary shares of 1 penny each in Georgia Healthcare Group PLC held through the employee share plans ("Plans")
| |||
Director | Number | Vesting Date
| % of total issued share capital of Georgia Healthcare Group PLC |
Angelina Orjonikidze | 2,399* | 1 January 2021 | 0.01% |
1,334* | 1 January 2022 | 0.01% | |
Avtandil Sulaberidze | 624* | 9 September 2020 | 0.01% |
670* | 1 January 2021 | 0.01% | |
670* | 1 January 2022 | 0.01% | |
Davit Rekhviashvili | 1,600* | 1 January 2021 | 0.01% |
800* | 1 January 2022 | 0.01% | |
David Vakhtangishvili | 71,571 | 1 January 2021 | 0.05% |
47,905 | 1 January 2022 | 0.04% | |
21,200 | 1 January 2023 | 0.02% | |
Enriko Beridze
| 9,727 | 1 January 2019 | 0.01% |
39,727 | 1 January 2020 | 0.03% | |
39,728 | 1 January 2021 | 0.03% | |
30,000 | 1 January 2022 | 0.02% | |
123,975* | 8 January 2021 | 0.09% | |
Giorgi Gordadze | 5,000 | 1 January 2019 | 0.01% |
13,333 | 1 January 2020 | 0.01% | |
13,333 | 1 January 2021 | 0.01% | |
8,334 | 1 January 2022 | 0.01% | |
Giorgi Mindiashvili | 71,655 | 1 January 2021 | 0.05% |
50,589 | 1 January 2022 | 0.04% | |
21,200 | 1 January 2023 | 0.02% | |
Givi Giorgadze | 18,333 | 1 January 2021 | 0.01% |
13,334 | 1 January 2022 | 0.01% | |
Grigol Khurtsidze | 3,333 | 1 January 2018 | 0.01% |
7,499 | 1 January 2019 | 0.01% | |
14,167 | 1 January 2020 | 0.01% | |
10,834 | 1 January 2021 | 0.01% | |
6,667 | 1 January 2022 | 0.01% | |
Irakli Gogia | 104,253 | 1 January 2020 | 0.08% |
77,414 | 1 January 2021 | 0.06% | |
54,615 | 1 January 2022 | 0.04% | |
21,200 | 1 January 2023 | 0.02% | |
Mikheil Abramidze
| 34,423 | 1 January 2020 | 0.03% |
34,424 | 1 January 2021 | 0.03% | |
26,667 | 1 January 2022 | 0.02% | |
19,513* | 1 August 2020 | 0.01% | |
9,783* | 26 February 2021 | 0.01% | |
19,514* | 1 August 2021 | 0.01% | |
9,784* | 26 February 2022 | 0.01% | |
Mikheil Dolidze | 1,333* | 1 January 2021 | 0.01% |
1,334* | 1 January 2022 | 0.01% | |
Natia Nutsubidze | 1,999* | 1 January 2021 | 0.01% |
1,334* | 1 January 2022 | 0.01% | |
Shota Didbaridze | 5,334* | 1 January 2021 | 0.01% |
3,200* | 1 January 2022 | 0.01% | |
Soso Phiphia | 26,181* | 10 October 2021 | 0.02% |
Tamar Shagidze | 1,467* | 1 January 2021 | 0.01% |
934* | 1 January 2022 | 0.01% | |
The Plans are made up of the Employee Stock Ownership Plan and Restricted Share Awards. Directors holding Restricted Share Awards are indicated by *. All interests disclosed in table 3d) above are subject to a ten year exercise period from the date of grant, other than the Restricted Share Awards which are subject to a holding period of up to 5 years.
e) Interests of persons closely associated to directors of Georgia Healthcare Group PLC subsidiaries in the ordinary shares of 1 penny each in Georgia Healthcare Group PLC
| ||
Director | Number of ordinary shares held directly | % of total issued share capital of Georgia Healthcare Group PLC |
Grigol Khurtsidze | 3,000 | 0.01% |
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none" |
None
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(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none" |
None
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(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) | NO |
Supplemental Form 8 (SBL) | NO |
| Date of disclosure: | 4 May 2020 |
| Contact name: | Michael Oliver |
| Telephone number: | 07801472268 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.
The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
Related Shares:
GHG.L