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RNS Number : 4426E
Medica Group PLC
30 June 2023
30 June 2022
Medica Group Plc
AGM Statement
Medica Group Plc (LSE:MGP, "Medica" or the "Company"), an
international provider of high-quality telemedicine services, is
holding its 2023 annual general meeting ("AGM") at 10.30am today at
the offices of DLA Piper, 160 Aldersgate Street, London EC1A
4HT.
Due to the expectation that the recommended cash acquisition(1)
for the Company by Moonlight Bidco Limited (a newly incorporated
wholly owned subsidiary of funds advised by IK Investment Partners
Limited) ("Bidco") will become effective on 6 July 2023, the Board
has decided that the resolution to declare a final dividend for the
year ended 31 December 2022 of 1.88 pence per share (Resolution 3)
("2022 Final Dividend") should be withdrawn and will not be
presented to the AGM. This will ensure shareholders receive 212
pence per share in full without any reduction in respect of the
previously proposed 2022 Final Dividend as opposed to two separate
payments and in accordance with the terms of the recommended cash
acquisition (once effected). In addition, no trading update and no
new information will be presented at the AGM.
The withdrawal of Resolution 3 does not otherwise affect the
validity of the notice of AGM (which was posted or made available
to shareholders on 2 June 2023), the proxy form or any proxy votes
already submitted on other proposed resolutions. The numbering of
all other proposed resolutions at the AGM will remain
unchanged.
For further information, please contact:
Medica Group Plc:
Stuart Quin, Chief Executive
Officer
Richard Jones, Chief Financial
Officer +44 (0)33 33 111 222
FTI Consulting
Victoria Foster Mitchell
Sam Purewal +44 (0)20 3727 1000
Liberum (Joint Broker)
Phil Walker
Richard Lindley +44 (0)20 3100 2000
Numis (Joint Broker)
Freddie Barnfield
Duncan Monteith
Euan Brown +44 (0)20 7260 1000
(1) About the recommended cash acquisition
-- On 24 April 2023, Medica announced that it had reached
agreement with Bidco on the terms and conditions of a recommended
all cash offer by Bidco for the entire issued and to be issued
ordinary share capital of Medica ("Acquisition") to be implemented
by means of a Court-sanctioned scheme of arrangement under Part 26
of the Companies Act 2006 ("Scheme").
-- The circular in relation to the Scheme ("Scheme Document")
was published on 12 May 2023. Defined terms used but not defined in
this announcement have the meanings set out in the Scheme
Document.
-- As set out in the Scheme Document, Bidco reserved the right
to reduce the consideration of 212 pence for each Scheme Share by
an amount equal to the aggregate amount of any dividend (or
distribution or other return of value) announced, declared, made,
paid or becoming payable by the Company in respect of Medica Shares
prior to the Effective Date (including the 2022 Final
Dividend).
-- Under the terms of the Acquisition and subject to the Scheme
becoming Effective, Scheme Shareholders on the register of members
of Medica at the Scheme Record Time, being 6.00 pm on 5 July 2023,
will be entitled to receive 212 pence in cash for each Scheme Share
held.
-- As previously announced on 9 June 2023, the Scheme has been
approved by the requisite majority of Scheme Shareholders at the
Court Meeting and the Resolutions in connection with the
implementation of the Scheme have been passed by the requisite
majority of Medica Shareholders at the General Meeting on 9 June
2023.
-- The Scheme remains subject to the sanction by the Court at
the Sanction Hearing which is expected to take place on 4 July 2023
and the satisfaction (or, where applicable, the waiver) of the
other Conditions to the Scheme (as set out in the Scheme
Document).
-- Medica expects that, subject to the Scheme receiving the
sanction of the Court, the filing of the Court Order with the
Registrar of Companies and the satisfaction (or, where applicable,
waiver) of the Conditions, the Scheme will become Effective on 6
July 2023.
-- Trading in Medica Shares on the London Stock Exchange's Main
Market is expected to be suspended with effect from 7.30 am on 6
July 2023 and the de-listing of Medica Shares from the premium
listing segment of the Official List and the cancellation of the
admission to trading of Medica Shares on the London Stock
Exchange's Main Market for listed securities is expected to take
place at 7.30 am on 7 July 2023.
About Medica Group PLC
Medica (LSE:MGP) is an international provider of high-quality
telemedicine services. It is the market leader in teleradiology in
the UK and Ireland, working with more than 100 NHS Trusts and HSE
hospitals in Ireland, in addition to private hospitals, insurance
groups and diagnostic imaging companies. Its network of consultant
radiologists, radiographers and specialist doctors interpret and
report MRI, CT, ultrasound and X-ray images on behalf of healthcare
providers, using Medica's bespoke, secure technology platform for
fast and responsive delivery. The company's core services include
NightHawk, an urgent, out-of-hours offering available to clients
24/7 with dedicated pathways for stroke and major trauma, and
Elective, for routine reporting.
In Ireland, Medica carries out patient scanning, as well as
reporting, and runs a diabetic retinopathy screening programme for
the National Screening Service. Through its US business, RadMD,
Medica provides global pharmaceutical and biotech companies, as
well as contract research organisations with specialist imaging
services for clinical trials.
For more information please visit: www.medicagroupplc.com
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END
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