TIDMGHG
RNS Number : 1413P
Georgia Healthcare Group PLC
05 June 2020
FORM 8 (DD)
PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON
ACTING IN CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF
DISCRETIONARY INVESTMENT CLIENTS)
Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser: Nikoloz Gamkrelidze
(b) Owner or controller of interests and short positions N/A
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.
----------------------------------------------------------
(c) Name of offeror/offeree in relation to whose relevant Georgia Healthcare Group PLC (Offeree)
securities this form relates:
Use a separate form for each offeror/offeree
----------------------------------------------------------
(d) Status of person making the disclosure: Person acting in concert with offeree - Director of
e.g. offeror, offeree, person acting in concert with the Offeree
offeror/offeree (specify name of
offeror/offeree)
----------------------------------------------------------
(e) Date dealing undertaken: 4 June 2020
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(f) In addition to the company in 1(c) above, is the No
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"
----------------------------------------------------------
2. POSITIONS OF THE PERSON 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 following
the dealing
Class of relevant security: Ordinary Shares of 1 penny per share
Interests Short positions
----------------------- ------------------
Number % Number %
------------- -------- ---------- ------
(1) Relevant securities owned and/or controlled: 370,293 0.28 Nil Nil
------------- -------- ---------- ------
(2) Cash-settled derivatives: Nil Nil Nil Nil
------------- -------- ---------- ------
(3) Stock-settled derivatives (including options) and agreements to Nil Nil Nil Nil
purchase/sell:
------------- -------- ---------- ------
TOTAL: 370,293 0.28 Nil Nil
------------- -------- ---------- ------
Nikoloz Gamkrelidze also holds relevant securities in Georgia
Capital PLC, the offeror, which were disclosed in an opening
position disclosure statement dated 4 May 2020 and which have not
changed.
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 (including directors' and other employee options)
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 1 January
Gamkrelidze 70,000 1 July 2016 2020 0.05%
---------- --------------- -------------- -----------------------
1 January
2020-
1 January
152,327 28 June 2017 2021 0.12%
---------- --------------- -------------- -----------------------
1 January
2020-
1 January
221,934 8 March 2018 2022 0.17%
---------- --------------- -------------- -----------------------
1 January
2020-
1 January
286,301 20 May 2019 2023 0.22%
---------- --------------- -------------- -----------------------
1 January
2021-
18 December 1 January
175,000* 2019 2024 0.13%
---------- --------------- -------------- -----------------------
1 January
2022-
1 January
175,000* 2 January 2020 2025 0.13%
---------- --------------- -------------- -----------------------
1 January
2021-
1 January
543,195* 4 June 2020 2023 0.41%
---------- --------------- -------------- -----------------------
TOTAL 1,623,757 1.23%
---------- --------------- -------------- -----------------------
* 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 2(b) above are subject to a ten-year
exercise period from the date of grant.
Nikoloz Gamkrelidze also holds rights to subscribe in Georgia
Capital PLC, the offeror, which were disclosed in an opening
position disclosure statement dated 4 May 2020 and which have not
changed.
3. DEALINGS BY THE PERSON MAKING THE DISCLOSURE
Where there have been dealings in more than one class of
relevant securities of the offeror or offeree named in 1(c), copy
table 3(a), (b), (c) or (d) (as appropriate) for each additional
class of relevant security dealt in.
The currency of all prices and other monetary amounts should be
stated.
(a) Purchases and sales
(i) Party to an offer or person acting in concert (except for a
principal trader in the same group as a connected adviser)
Class of relevant security Purchase/sale Number of securities Price per unit
N/A N/A N/A N/A
-------------- --------------------- ---------------
(ii) Principal trader where the sole reason for the connection
is that the principal trader is in the same group as a connected
adviser
Class of relevant Purchases/ sales Total number of Highest price per unit Lowest price per unit
security securities paid/received paid/received
N/A N/A N/A N/A N/A
----------------- ------------------------ ----------------------- -----------------------
(b) Cash-settled derivative transactions
Class of relevant Product description Nature of dealing Number of reference Price per unit
security e.g. CFD e.g. opening/closing a securities
long/short position,
increasing/reducing a
long/short position
N/A N/A N/A N/A N/A
-------------------- ------------------------- ------------------------- ---------------
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
Class of Product Writing, Number of Exercise Type Expiry date Option money
relevant description purchasing, securities price per e.g. paid/
security e.g. call selling, to which unit American, received per
option varying etc. option European unit
relates etc.
N/A N/A N/A N/A N/A N/A N/A N/A
------------- ------------- ------------- -------------- ------------- ------------ -------------
(ii) Exercise
Class of relevant Product description Exercising/ exercised Number of securities Exercise price per
security e.g. call option against unit
N/A N/A N/A N/A N/A
-------------------- ----------------------- --------------------- -----------------------
(d) Other dealings (including subscribing for new securities)
Class of relevant security Nature of dealing Details Price per unit (if applicable)
e.g. subscription, conversion
Nil cost options over ordinary Grant of nil-cost options under the 543,195 Nil
shares of 1 penny each in Georgia executive equity compensation plan
Healthcare Group PLC
------------------------------------- -------- -------------------------------
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 3(d) above are subject to a ten-year
exercise period from the date of grant.
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 or person acting in concert making the
disclosure and any other person:
Irrevocable commitments and letters of intent should not be included. If there are no such
agreements, arrangements or understandings, state "none"
N/A
(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 or person acting in concert making the disclosure 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"
N/A
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) NO
Supplemental Form 8 (SBL) NO
---
Date of disclosure: 5 June 2020
Contact name: Mike Oliver
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Telephone number: 07801472268
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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 dealing 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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END
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