Major Shareholding Notification • May 4, 2023
Major Shareholding Notification
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RNS Number : 3409Y
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: | +44 (0)1424 377906 |
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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