Prospectus.Pdf
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial advisor, who is authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom, or from another appropriately authorised independent financial advisor if you are in a territory outside the United Kingdom. This document, which comprises a prospectus (the Prospectus) relating to the New GCAP Shares has been prepared in accordance with the Prospectus Regulation Rules of the Financial Conduct Authority (the FCA) made under section 73A of the Financial Services and Markets Act 2000 (the FSMA), has been approved by the FCA in accordance with section 85 of the FSMA and made available to the public in accordance with Rule 3.2 of the Prospectus Regulation Rules. The Prospectus has been approved by the FCA (as competent authority under Regulation (EU) 2017/1129) as a prospectus prepared in accordance with the Prospectus Regulation Rules made under section 73A of the FSMA. The FCA only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by Regulation (EU) 2017/1129, and such approval should not be considered as an endorsement of the issuer that is, or the quality of the securities that are, the subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in the Shares. The Prospectus has been drawn up as part of a simplified prospectus in accordance with Article 14 of Regulation (EU) 2017/1129. Unless an exemption under relevant securities laws is available, the New GCAP Shares are not being, and may not be, offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in, into or from any Restricted Jurisdiction, including the United States or to, or for the account or benefit of, any resident of any Restricted Jurisdiction. The New GCAP Shares are expected to be issued in reliance upon one or more exemptions from the registration requirements of the US Securities Act (as defined below). None of the securities referred to in this document have been approved or disapproved by the SEC, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this document. Any representation to the contrary is a criminal offence in the United States. The existing GCAP Shares are currently listed on the premium listing segment of the Official List maintained by the FCA (the Official List) and traded on the London Stock Exchange’s main market for listed securities. Applications have been made to the FCA for the New GCAP Shares to be admitted to the premium listing segment of the UK Official List and to the London Stock Exchange for the New GCAP Shares to be admitted to trading on its main market for listed securities. It is expected that Admission will become effective, and that dealings on the London Stock Exchange in the New GCAP Shares will commence, at 8.00 a.m. on the Effective Date which, subject to the satisfaction of certain conditions, is expected to occur at 8.00 a.m. on 30 July 2020. No application will be made for the New GCAP Shares to be admitted to listing or dealt with on any other exchange. The New GCAP Shares will, when issued, rank pari passu in all respects with the existing GCAP Shares. The GCAP Directors, whose names appear in Part 3 (Directors, Secretary, Registered and Head Office and Advisors) of this Prospectus, and the Company accept responsibility for the information contained in this Prospectus. To the best of the knowledge of the GCAP Directors and the Company, the information contained in this Prospectus is in accordance with the facts and contains no omission likely to affect its import. Prospective investors are advised to examine all the risks that might be relevant in connection with the value of an investment in the New GCAP Shares. Prospective investors should read the entire document and, in particular, Part 1 (Risk Factors) for a discussion of certain factors that should be considered in connection with an investment in the Company, the Group, the GCAP Shares and the New GCAP Shares. Georgia Capital PLC (Incorporated under the Companies Act 2006 and registered in England and Wales with registered number 10852406) Proposed issue of up to 7,734,082 new ordinary shares in Georgia Capital PLC in connection with its Recommended Final Share Exchange Offer for Georgia Healthcare Group PLC and application for admission of up to 7,734,082 new ordinary shares in Georgia Capital PLC to the premium listing segment of the UK Official List and to trading on the London Stock Exchange Sponsor and Financial Advisor Numis Securities Limited Prospective investors should only rely on the information contained in this Prospectus, the Offer Document and the Circular and the documents (or parts thereof) incorporated herein by reference. No person has been authorised to give any information or make any representations other than those contained in this Prospectus, the Offer Document and the Circular and the documents (or parts thereof) incorporated by reference herein and, if given or made, such information or representation must not be relied upon as having been so authorised by the Company, the GCAP Directors or the Sponsor. In particular, the contents of the Company’s and GHG’s websites, other than those parts incorporated by reference (see Part 17 (Documentation Incorporated by Reference)), do not form part of this document and investors should not rely on them. Without prejudice to any legal or regulatory obligation on the Company to publish a supplementary prospectus, neither the delivery of this document nor Admission, under any circumstances, create any implication that there has been no change in the business or affairs of the Georgia Capital Group since the date of this document or that the information in it is correct as of any time after the date of this document. The Company will comply with its obligation to publish a supplementary prospectus containing further updated information if so required by law or by any regulatory authority but assumes no further obligation to publish additional information. Numis Securities Limited (Numis) is authorised in the United Kingdom by the Prudential Regulation Authority (the PRA) and regulated by the PRA and the FCA in the United Kingdom. Numis is acting exclusively for Georgia Capital PLC and no one else in connection with the Offer, Admission and this Prospectus, and will not regard any other person (whether or not a recipient of this Prospectus) as a client in relation to the Offer, Admission or this Prospectus and will not be responsible to anyone other than Georgia Capital PLC for providing the protections afforded to its clients, or for providing advice, in relation to the Offer, Admission or this Prospectus or any other transaction, arrangement or matter referred to in this Prospectus. Numis and any of its affiliates may have engaged in transactions with, and provided various investment banking, financial advisory and other services for, the Company for which they would have received customary fees. Apart from the responsibilities and liabilities, if any, which may be imposed on Numis by the FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where the exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, Numis does not accept any responsibility whatsoever for, or make any representation or warranty, express or implied, as to the contents of this Prospectus or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the New GCAP Shares or the Offer and nothing in this Prospectus will be relied upon as a promise or representation in this respect, whether or not to the past or future. Numis accordingly disclaims all and any responsibility or liability, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of this Prospectus or any such statement. Recipients of this Prospectus are authorised solely to use it for the purpose of considering the terms of the Offer and may not reproduce or distribute this Prospectus, in whole or in part, and may not disclose any of the contents of this Prospectus or use any information herein for any purpose other than considering the terms of the Offer or an investment in the New GCAP Shares. Such recipients of this Prospectus agree to the foregoing by accepting delivery of this Prospectus. Prior to making any decision as to whether to accept the terms of the Offer and acquire the New GCAP Shares, the GHG Shareholders, as prospective investors in the Company, should read this Prospectus in its entirety, together with the Offer Document. In making an investment decision, each investor must rely on their own examination, analysis and enquiry of the Company and the terms of the Offer, including the merits and risks involved. Prospective investors also acknowledge that (a) they have not relied on Numis or any person affiliated with them in connection with any investigation of the accuracy of any information contained in this Prospectus or their investment decision, and (b) they have relied only on the information contained in this Prospectus and the documents (or parts thereof) incorporated herein by reference. No person has been authorised to give any information or make any representations other than those contained in this Prospectus and, if given or made, such information or representations must not be relied on as having been so authorised.