Georgia Capital PLC (LSE:CGEO) made an offer to acquire remaining 29.366% stake in Georgia Healthcare Group PLC (LSE:GHG) for £36.4 million on April 15, 2020. As per the possible offer, GHG shareholders would receive 1 share in GCAP for every 5.22 shares of GHG held offer. Georgia Capital PLC entered into an agreement to acquire remaining 29.4% stake in Georgia Healthcare Group PLC for £32.5 million on May 1, 2020. Under the terms of the transaction, GHG shareholders would receive 1 share in GCAP for every 5 shares of GHG. Georgia Capital PLC has received irrevocable undertakings to accept the Offer in respect of 4.15 million Georgia Healthcare Group Shares, representing approximately 3.16% of the existing issued ordinary share capital of Georgia Healthcare Group. If the Offer becomes or is declared unconditional in all respects, with sufficient acceptances having been received, GCAP intends to procure that GHG will make an application for the cancellation of the listing of the GHG Shares. The transaction will be terminated if the any of the condition are not satisfied. The possible offer is subject to unanimously approval from the independent directors of GHG, approval from Georgia Capital PLC shareholders, valid acceptances being received on the first closing date in respect of more than 50% in nominal value of the GHG Shares held by independent shareholders of Georgia Healthcare Group and the Financial Conduct Authority having acknowledged to GCAP or its agent that the application for the admission of the New GCAP Shares to the Official List with a premium listing has been approved.

Georgia Capital board unanimously recommended shareholders to vote in favor to transaction. Georgia Healthcare Group board unanimously recommended shareholders to accept the offer. On July 2, 2020, Georgia Capital has received, in aggregate, valid acceptances in respect to 30.5 million shares representing 23.19% stake in GHG, hence the offer becomes unconditional as to acceptances. If GCAP receives acceptances under the Offer in respect of 90% or more of the GHG Shares to which the Offer relates, GCAP will exercise its rights acquire compulsorily the remaining GHG Shares in respect of which the Offer has not been accepted. On June 11, 2020, Financial Conduct Authority has approved a circular containing information on the Offer. The shareholder meeting of Georgia Capital is expected to be held on July 6, 2020. As of July 2, 2020, the offer has been extended to July 16, 2020. On July 6, 2020, the transaction was approved by shareholders of Georgia Capital.

Sara Hale, William Godfrey and Tejas Padalkar of Investec Bank plc acted as financial advisor and corporate broker to Georgia Healthcare Group PLC. Hugh Jonathan, George Fry and Vicki Paine Numis Securities Limited acted as financial advisor to Georgia Capital PLC. BNP Paribas SA (ENXTPA:BNP) acted as financial advisor to Georgia Capital. Freshfields Bruckhaus Deringer LLP acted as legal advisor for Georgia Capital while Jeremy Edwards of Baker & Mckenzie LLP, London acted as legal advisor for Georgia Healthcare Group. Computershare Investor Services PLC acted as registrar for Georgia Capital. Georgia Capital will pay financial and corporate broking fee of £0.67 million and legal advisor fee of £0.75 million. Georgia Healthcare Group will pay financial and corporate broking fee of £0.425 to £0.75 million and legal advisory fee of £0.49 million.

Georgia Capital PLC (LSE:CGEO) completed the acquisition of 29.366% stake in Georgia Healthcare Group PLC (LSE:GHG) on July 16, 2020. Under the terms, valid acceptances have been received for 35.3 million shares or 26.78% shares. Georgia Capital will launch a compulsory acquisition for those shareholders who have not accepted the offer. The transfer of the compulsorily acquired shares is expected to take place on August 28, 2020.