Result of GM and Underwritten Open Offer
Optima Health PLC announced the successful completion of its General Meeting and underwritten Open Offer, with the Rule 9 Waiver Resolution passed by a significant majority. The Open Offer was substantially oversubscribed, receiving applications for 194% of the available shares, and will raise approximately £35,000,000 before expenses at an issue price of 175 pence per share. All qualifying shareholders will receive their full basic entitlement, with excess entitlements scaled back. The company has applied for the admission of 19,999,149 Open Offer Shares to AIM, expected to commence trading on 24 April 2026, bringing the total issued ordinary shares to 108,775,375. Following admission, the LA Concert Party is expected to hold approximately 30% of the enlarged issued ordinary share capital.
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THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHOULD FORM THE BASIS OF, OR SHOULD BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF OPTIMA HEALTH PLC. PLEASE SEE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT
Optima Health plc
("Optima", the "Company", and, together with its subsidiaries, the "Group")
Result of General Meeting and Underwritten Open Offer
Further to the announcement on 31 March 2026 regarding the launch of the underwritten Open Offer and publication of the Circular (the "Launch Announcement"), Optima Health (AIM: OPT), the UK's leading provider of technology enabled corporate health and wellbeing solutions, is pleased to announce the results of the General Meeting and underwritten Open Offer. Capitalised terms used but not otherwise defined in this announcement shall have the meaning ascribed to such terms in the Circular unless the context requires otherwise.
Results of the General Meeting
| Resolution | For | Against | Votes withheld | % of issued share capital voted | ||
|---|---|---|---|---|---|---|
| Number | % | Number | % | Number | Total | |
| That the waiver granted by the Takeover Panel of any obligation that would otherwise arise on the LA Concert Party, both individually and collectively, to make an offer to the shareholders of the Company pursuant to Rule 9 of the Takeover Code as a result of the issuance of up to 19,999,149 Open Offer Shares to members of the LA Concert Party, as described in the Company's circular to shareholders of which this notice forms part, be and is hereby approved | 35,160,877 | 98.38 | 578,729 | 1.62 | 4,912 | 40.26 |
The Company is pleased to announce that the Rule 9 Waiver Resolution put to Independent Shareholders at the General Meeting held at 2.00 p.m. (London time) today was duly passed by a significant majority on a poll. The voting results of the Resolutions are set out in the table below:
Results of Underwritten Open Offer
Optima is also pleased to announce that the Open Offer, which closed for acceptances at 11.00 a.m. on 22 April 2026, was significantly oversubscribed, with valid applications received (including amounts subscribed for by the LA Shareholder Entities) in respect of 38,829,942 Open Offer shares representing approximately 194 per cent. of the maximum Open Offer Shares available. All Qualifying Shareholders who have validly applied for Open Offer Shares will receive their full Basic Entitlement.
Excess Entitlements under the Excess Application Facility have been allocated at the Company's discretion. Following the LA Shareholder Entities allocation noted below, all Shareholders who applied for Excess Entitlements have been scaled back pro-rata to their applications for Excess Entitlements. As a result, the maximum of 19,999,149 Open Offer Shares will be issued in connection with the Open Offer, raising approximately £35,000,000 (before expenses) for the Company at an issue price of 175 pence per share.
Directors' Participation
Julia Robertson, Jonathan Thomas, Heidi Giles, Simon Arnold and Adam Councell have applied for an aggregate of 47,518 Open Offer Shares. The Directors' basic entitlements will be allocated in full and Excess Entitlements will be scaled back pro-rata as noted above. PDMR dealing notifications will be announced following Admission.
Admission and Dealings
Application has been made to the London Stock Exchange for the admission of 19,999,149 Open Offer Shares, to trading on AIM ("Admission"). Admission is expected to take place and dealings in the Open Offer Shares are expected to commence on or around 8.00 a.m. on 24 April 2026. The Open Offer Shares will rank pari passu with the existing Ordinary Shares. Following Admission, the Company will have 108,775,375 Ordinary Shares in issue.
Concert Party
As detailed in the Launch Announcement, Deacon Street Partners Limited ("Deacon Street"), an entity controlled by Lord Ashcroft KCMG PC, a substantial shareholder of the Company and a member of the LA Concert Party, entered into a commitment to underwrite the Open Offer at the Issue Price up to a maximum aggregate value of £35,000,000. Noting the strong participation by Shareholders in the Open Offer, the underwriting commitment from Deacon Street was not required, however, the LA Shareholder Entities have, in aggregate, subscribed for 8,203,993 Open Offer Shares pursuant to the Open Offer.
Following Admission, the LA Concert Party is expected to be interested in aggregate in approximately 30 per cent. of the voting rights of the enlarged issued ordinary share capital of the Company.
Total Voting Rights
In accordance with the Financial Conduct Authority's Disclosure, Guidance and Transparency Rules, the Company confirms that following Admission, the Company's enlarged issued ordinary share capital will comprise 108,775,375 Ordinary Shares. The Company does not hold any shares in Treasury. Therefore, following Admission, the total number of voting rights in the Company will be 108,775,375 and this figure may be used by shareholders in the Company as the denominator for the calculations to determine if they are required to notify their interest in, or a change to their interest in the Company, under the Disclosure Guidance and Transparency Rules.
This announcement should be read in conjunction with the Launch Announcement, and the full text of the Company's circular dated 31 March 2026, copies of which are available on the Company's website at https://investors.optimahealth.co.uk/investors/open-offer-2026/.
Optima Health Jonathan Thomas, CEO Heidi Giles, CFO +44(0) 33 0008 5113 media@OptimaHealth.co.uk Nominated Adviser and Joint Corporate Broker Panmure Liberum Limited Emma Earl / Will Goode/ Mark Rogers Rupert Dearden Debt Advisory (sole debt adviser on the transaction): Dan Howlett / Ben Handler +44 (0)20 3100 2000 Joint Corporate Broker Cavendish Capital Markets Geoff Nash / Ben Jeynes / George Lawson Julian Morse / Michael Johnson/ Nigel Birks + 44 (0)20 7220 0500 UK Financial PR Adviser ICR Healthcare Mary-Jane Elliott / Angela Gray / Lindsey Neville optimahealth@icrinc.com
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