Form 8 (OPD) - Georgia Capital PLC

RNS Number : 3305L
Georgia Capital PLC
29 April 2020
 

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 Capital 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 Capital plc

(d) Is the discloser the offeror or the offeree?

OFFEROR

(e) Date position held:

  The latest practicable date prior to the disclosure

28 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 offeree, Georgia Healthcare Group PLC.

 

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

 

Georgia Capital plc

 

Class of relevant security:

 

Ordinary shares of 1 (one) pence in Georgia Capital 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 Capital PLC in the ordinary shares of 1 (one) pence each held directly in Georgia Capital PLC :

 

 

Director:

Number of Ordinary Shares held directly:

% of total issued share capital of Georgia Capital PLC

Kim Bradley

18,246

0.05

Massimo Gesua' sive Salvadori

13,739

0.03

Irakli Gilauri

721,141

1.80

David Morrison

53,252

0.13

Jyrki Talvitie

5,762

0.01

 

(b)  Details of the awards granted to the Director of Georgia Capital PLC outstanding:

 

Director:

Description of Award

Date of Grant

Number of

ordinary shares of

1 pence each

subject to the

outstanding

awards

Exercise period

Irakli Gilauri

Option

15 December 2016

36,000

1 January 2020


Option

3 February 2017

54,000

1 January 2020 -

1 January 2021


Option

8 January 2018

72,000

1 January 2020 -

1 January 2022


Option

16 March 2018

30,365

1 January 2020 -

1 January 2021


Option

21 June 2018

12,484

1 January 2020


Option

18 May 2018

90,000

1 January 2020 -

1 January 2023


Option

29 April 2019

107,014

1 January 2020 -

1 January 2024


Option

29 April 2019

170,000

1 January 2020 -

1 January 2023


Option

31 December 2019

7,142

1 January 2020 -

1 January 2024


Option

6 January 2020

180,000

1 January 2021 -

1 January 2025


Option

2 January 2020

10,814

1 January 2021 -

1 January 2025

 

 

(c)  Interests in the ordinary shares of 1 (one) pence each in Georgia Capital PLC held by other persons acting in concert with Georgia Capital PLC:

 

Name:

Total number of ordinary shares held

% of total issued share capital of Georgia Capital PLC

Georgia Capital Executive Equity Compensation Trust

3,692,351

9.19

 

 

 

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

 

 

 

(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

 

 

 

 

(c)  Attachments

 

Are any Supplemental Forms attached?

 

Supplemental Form 8 (Open Positions)

NO

Supplemental Form 8 (SBL)

NO

 

 

Date of disclosure:

28 April 2020

Contact name:

Levan Dadiani

Telephone number:

+995 599 516467

 

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 .

 


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