Form 8 (OPD) Medica Group Plc

Medica Group PLC

04 May 2023

 

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:	Medica 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	Medica Group plc
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:      The latest practicable date prior to the disclosure	03 May 2023
(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"	N/A

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:
	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:	None
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 in Medica Group plc's ordinary shares of 0.2 pence each held by the directors of Medica Group plc and their close relatives: Director No. of ordinary shares held Percentage of issued share capital (excluding shares under option) Gordon Roy Davis 132,726 0.10% Richard Jones 25,156 0.02% Stuart Quin (1) 177,480 0.14% Joanne Easton (2) 37,828 0.03% Dr Junaid Bajwa 17,241 0.01% (1)     Stuart Quin's holding of 177,480 ordinary shares are beneficially held by his spouse, Mallika Kaviratne (2)     Of the 37,828 ordinary shares listed, 1,540 shares are held by Joanne Easton's adult son Max Neal Easton (b)  Interests in Medica Group plc's ordinary shares of 0.2 pence each held by other persons acting in concert with the offeree: Name No. of ordinary shares held Percentage of issued share capital (excluding shares under option) Kevin Terrins (3) 1,643,943 1.33% (3)     Of the 1,643,943 ordinary shares listed, 443,943 are held by Kevin Terrins and 1,200,000 are held by Kevin Terrins' partner, Karen Freeburn (c)  Interests of the directors of Medica Group plc held as options or awards under the share plans of Medica Group plc by the directors of Medica Group plc: Director No. of ordinary shares under option Name of scheme or plan Exercise price Exercise period Stuart Quin 2,684 Medica Group plc Deferred Bonus Plan N/A 14/4/22-14/4/30 Stuart Quin 17,641 Medica Group plc Deferred Bonus Plan N/A 26/5/23-26/5/31 Stuart Quin 87,409 Medica Group plc Deferred Bonus Plan N/A 31/3/24-07/11/32 Stuart Quin 21,418 Medica Group plc Deferred Bonus Plan N/A 25/3/25-28/4/33 Stuart Quin 280,211 Medica Group plc 2018 Performance Share Plan N/A 16/09/22-15/09/29 Stuart Quin 220,677 Medica Group plc 2018 Performance Share Plan N/A 28/05/24-27/05/31 Stuart Quin 110,337 Medica Group plc 2018 Performance Share Plan N/A 22/06/24-21/06/31 Stuart Quin 269,257 Medica Group plc 2018 Performance Share Plan N/A 18/04/25-7/11/32 Stuart Quin 290,594 Medica Group plc 2018 Performance Share Plan N/A 20/04/26-28/4/33 Stuart Quin 18,000 Medica Group plc All-employee Save As You Earn Plan £1.00 01/07/23-31/12/23 Richard Jones 5,187 Medica Group plc Deferred Bonus Plan N/A 26/05/23-26/05/31 Richard Jones 61,700 Medica Group plc Deferred Bonus Plan N/A 31/03/24-07/11/32 Richard Jones 15,119 Medica Group plc Deferred Bonus Plan N/A 25/03/25-28/04/33 Richard Jones 458,895 Medica Group plc 2018 Performance Share Plan N/A 10/11/23-09/11/30 Richard Jones 155,771 Medica Group PLC 2018 Performance Share Plan N/A 28/05/24-27/05/31 Richard Jones 77,884 Medica Group plc 2018 Performance Share Plan N/A 22/06/24-21/06/31 Richard Jones 190,064 Medica Group plc 2018 Performance Share Plan N/A 18/04/25-07/11/32 Richard Jones 205,125 Medica Group plc 2018 Performance Share Plan N/A 20/04/26-28/04/33 Richard Jones 12,328 Medica Group plc All-employee Save As You Earn Plan £1.46 01/07/24-31/12/24 (d)  Interests of other persons acting in concert with the offeree held as options or awards under the share plans of Medica Group plc: Director No. of ordinary shares under option Name of scheme or plan Exercise price Exercise period Kevin Terrins 38,181 Medica Group plc Deferred Bonus Plan N/A 31/03/24-07/11/32 Kevin Terrins 10,546 Medica Group plc Deferred Bonus Plan N/A 25/03/25-28/04/33 Kevin Terrins 47,993 Medica Group plc 2017 Performance Share Plan N/A 21/03/22-20/03/27 Kevin Terrins 96,392 Medica Group plc 2018 Performance Share Plan N/A 28/05/24-27/05/31 Kevin Terrins 48,195 Medica Group plc 2018 Performance Share Plan N/A 22/06/24-21/06/31 Kevin Terrins 121,212 Medica Group plc 2018 Performance Share Plan N/A 18/04/25-07/11/32 Kevin Terrins 31,400 Medica Group plc 2018 Performance Share Plan N/A 25/04/23-07/11/32 Kevin Terrins 143,081 Medica Group plc 2018 Performance Share Plan N/A 20/04/26-28/04/33 Kevin Terrins 18,000 Medica Group plc All-employee Save As You Earn Plan £1.00 01/07/23-31/12/23

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:	4 May 2023
Contact name:	Richard Jones
Telephone number:	[phone]

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 [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

END