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Prospectus for Offering of 38681820 Shares

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Prospectus for Offering of 38681820 Shares This document comprises a prospectus relating to Georgia Healthcare Group PLC (the Company, we or us) and has been prepared in accordance with the Prospectus Rules of the Financial Conduct Authority (the FCA) made under Section 73A of the Financial Services and Markets Act 2000 (as amended) (the FSMA), has been filed with and approved by the FCA and will be made available to the public as required by the Prospectus Rules. Application has been made to the FCA in its capacity as competent authority under the FSMA (the UKLA) for the ordinary shares in the capital of the Company (the Shares or the Securities), issued and to be issued in connection with the Offering (as defined below), to be admitted to the premium listing segment of the Official List of the FCA (the Official List) and to the London Stock Exchange and for such Shares to be admitted to trading on the London Stock Exchange’s main market for listed securities (together, the Admission). Admission to trading on the London Stock Exchange’s main market for listed securities constitutes admission to trading on a regulated market. In the offering, 38,681,820 Shares are being issued by the Company (assuming no exercise of the Over-allotment Option (as defined below)) to certain institutional, professional and other investors (the Offering). Conditional dealings in the Shares are expected to commence on the London Stock Exchange on 9 November 2015. It is expected that Admission will become effective, and that unconditional dealings will commence in the Shares on the London Stock Exchange, at 8.00 a.m. (London time) on 12 November 2015. All dealings in the Shares prior to the commencement of unconditional dealings will be of no effect if Admission does not take place and such dealings will be at the sole risk of the parties concerned. No application has been or will be made, or is currently contemplated, for the Shares to be admitted to listing or trading on any other recognised investment exchange. The Company and its directors (whose names appear on page 33) accept responsibility for the information contained in this Prospectus. To the best of the knowledge and belief of the Company and its directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Prospectus is in accordance with the facts and contains no omission likely to affect the import of such information. Georgia Healthcare Group PLC (incorporated and registered in England and Wales under the Companies 23OCT201507500078 Act 2006 with registered number 09752452) Offering of 38,681,820 Shares at an Offering Price of £1.70 per Share and admission to the premium listing segment of the Official List and to trading on the London Stock Exchange Joint Sponsors, Joint Financial Advisers and Joint Global Coordinators Citigroup Jefferies Co-Lead Managers Galt & Taggart Numis Renaissance Capital Investing in the Securities involves risks. Persons receiving a copy of this document should read the document in its entirety and, in particular, the section headed ‘‘Risk Factors’’ on pages 15 to 25, for a discussion of certain factors that should be considered in relation to the Offering. The Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended. Prospective purchasers that are qualified institutional buyers are hereby notified that the sellers of the Securities may be relying on an exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. Outside the United States, the Offering is being made in reliance on Regulation S under the Securities Act. Citigroup Global Markets Limited and Jefferies International Limited (together, the Joint Global Coordinators) have been appointed as Joint Global Coordinators, sponsors (together, the Joint Sponsors and each a Sponsor) and financial advisers (together, the Joint Financial Advisers and each a Financial Adviser); and JSC Galt & Taggart, Numis Securities Limited and Renaissance Securities (Cyprus) Limited (together, the Co-Lead Managers and, together with the Joint Global Coordinators, the Managers) have been appointed as Co-Lead Managers. Citigroup Global Markets Limited is authorised by the Prudential Regulation Authority (PRA) and regulated in the United Kingdom by the PRA and the FCA and Jefferies International Limited is authorised and regulated by the FCA in the United Kingdom, and are acting exclusively for the Company and no one else in connection with Admission or the Offering, will not regard any other person (whether or not a recipient of this document) as a client in relation to Admission or the Offering, and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to Admission, the Offering or any transaction or arrangement referred to in this document. 9 November 2015 Apart from the responsibilities and liabilities, if any, which may be imposed on the Joint Sponsors, Joint Financial Advisers, Joint Global Coordinators or Co-Lead Managers by 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, none of the Sponsors, Financial Advisers, Joint Global Coordinators or Co-Lead Managers accept any responsibility whatsoever, nor make any representation or warranty express or implied, for the contents of this document, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, Admission or the Offering. Each of the Sponsors, Financial Advisers, Joint Global Coordinators and Co-Lead Managers accordingly disclaims to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to above) that it might otherwise have in respect of this Prospectus or any such statement. None of the Company, the Sponsors, the Financial Advisers, the Joint Global Coordinators or the Co-Lead Managers nor any of their respective representatives, is making any representation to any prospective investor of the Shares regarding the legality of an investment in the Shares by such prospective investor under the laws applicable to such prospective investor. The contents of the document should not be construed as legal, financial or tax advice. Each prospective investor should consult his, her or its own legal, financial or tax adviser for legal, financial or tax advice. NOTICE TO OVERSEAS HOLDERS The distribution of this document and the offer and sale of Shares in certain jurisdictions may be restricted by law and regulation. Other than in the United Kingdom, no action has been taken or will be taken by the Company or the Joint Global Coordinators that would permit a public offering of the Shares, or possession or distribution of this document (or any other offering or publicity materials or application form(s) relating to the Shares) in any jurisdiction where action for that purpose may be required or doing so is restricted by law. Accordingly, neither this document, nor any advertisement, nor any other offering material may be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this document comes are required to inform themselves about and to observe such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities law of any such jurisdictions NOTICE TO PROSPECTIVE INVESTORS IN GEORGIA This document does not constitute a public offer or advertisement of the Shares in Georgia and the Offering will not be capable of acceptance by any person from and within Georgia other than by a ‘‘sophisticated investor’’ as defined by the Law of Georgia on the Securities Market. Accordingly, copies of this document are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in (including by way of facsimile transmission), and the Offering is not being made to any person in the jurisdiction of Georgia other than sophisticated investors. NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED KINGDOM This document and any other materials in relation to the Shares described herein are only being distributed to, and are only directed at, persons in the United Kingdom who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive who are also: (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order) or (ii) high net worth entities or other persons falling within Articles 49(2)(a) to (d) of the Order (all such persons together being referred to as relevant persons). The Shares are only available to, and any invitation, offer or agreement to subscribe or otherwise acquire such Shares will be engaged in only with, relevant persons. This document and its contents should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other person in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or its contents. NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED STATES The Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the Securities Act), or under any securities laws of any state or other jurisdiction of the United States. The Shares may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
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