Form 8 (OPD) - Georgia Capital PLC

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.