REG - Assura plc - Possible Cash Offer

AssuraAnnouncement

10/03/2025 07:15

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RNS Number : 9788Z  Assura PLC  10 March 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION.

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO
CERTAINTY THAT ANY FIRM OFFER WILL BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE
RELEASE

 

10 March 2025

 

 

Assura plc

 

Possible Cash Offer

 

The Board of Assura plc ("Assura" or the "Company") announces that it has
received an indicative, non-binding proposal from Kohlberg Kravis Roberts
& Co. Partners L.L.P. ("KKR") and Stonepeak Partners (UK) LLP
("Stonepeak") (together, the "Consortium") regarding a possible cash offer for
the entire issued and to be issued share capital of Assura at 49.4 pence per
share (the "Possible Cash Offer").

 

Pursuant to the Possible Cash Offer, Assura shareholders would retain the
declared quarterly dividend of 0.84 pence per share which is due to be paid to
Assura shareholders on 9 April 2025 and receive cash consideration of 48.56
pence per share at closing. As such, the Possible Cash Offer represents a 2.9%
increase on KKR's previous indicative, non-binding proposal of 48 pence per
share, which was also inclusive of Assura's last quarterly dividend.

 

The Possible Cash Offer represents 100% of Assura's EPRA Net Tangible Asset
Value of 49.4 pence as at 30 September 2024.

 

The Possible Cash Offer values the fully diluted ordinary share capital of
Assura at £1,607 million and represents:

 

·      a 31.9% premium to the closing share price of 37.4 pence on 13
February 2025 being the last business day prior to the announcement made by
the Company on 14 February 2025;

 

·      a 33.9% premium to the volume weighted average Assura share price
of 36.9 pence over the 1 month to 13 February 2025; and

 

·      a 30.6% premium to the volume weighted average Assura share price
of 37.8 pence over the 3 months to 13 February 2025.

 

The Consortium of KKR and Stonepeak, both long-term infrastructure investors,
recognises that Assura's leading platform and portfolio are important social
infrastructure assets for the UK, and has indicated its intention to deploy
further capital to the portfolio to continue its growth.

 

Having carefully considered the Possible Cash Offer with its advisers and
consulted with the Company's major shareholders extensively following the
announcement of a possible offer on 14 February 2025, the Board has indicated
to the Consortium that, should a firm offer be made on the financial terms set
out above, it would be minded to recommend such an offer to Assura
shareholders, subject to the agreement of the other terms of the offer.
Accordingly, the Board has decided to engage in discussions with the
Consortium in relation to these terms and to allow the Consortium to complete
a limited period of confirmatory due diligence.

 

The Board confirms that it has also received an indicative, non-binding
proposal from Primary Health Properties PLC ("PHP") regarding a possible
all-share combination of Assura and PHP structured by way of an offer by PHP
for Assura at an exchange ratio based on each company's last reported NTA per
share (the "PHP Proposal"). The implied value of the PHP Proposal based on
PHP's share price of 90.1 pence as at 13 February 2025 is 43 pence per Assura
share. The Board has carefully considered the PHP Proposal with its advisers
and concluded that the Possible Cash Offer is more attractive than the PHP
Proposal as it provides shareholders with the opportunity to receive cash
consideration at a significantly higher value per share than the proposal from
PHP and with materially less risk. Therefore, the Board has rejected the PHP
Proposal.

 

This announcement is made with the consent of the Consortium but without the
consent of PHP. A further announcement will be made as appropriate.

 

Under Rule 2.6(a) of the Code, PHP must by no later than 5.00 p.m. on 7 April
2025, either announce a firm intention to make an offer for Assura in
accordance with Rule 2.7 of the Code or announce that it does not intend to
make an offer, in which case the announcement will be treated as a statement
to which Rule 2.8 of the Code applies. This deadline will only be extended
with the consent of the Panel in accordance with Rule 2.6(c) of the Code.

 

In accordance with Rule 2.5(a) of the Code, the Consortium reserves the right
to make an offer for Assura at a lower value or on less favourable terms than
the Possible Cash Offer: (i) with the agreement or recommendation of the Board
of Assura; (ii) if a third party (excluding USS Investment Management Limited
(as agent for and on behalf of Universities Superannuation Scheme Limited
(acting in its capacity as sole corporate trustee of the Universities
Superannuation Scheme)) ("USSIM")) announces a firm intention to make an offer
for Assura which, at that date, is of a value less than the value of the
Possible Cash Offer; or (iii) following the announcement by Assura of a Rule 9
waiver transaction pursuant to Appendix 1 of the Code or a reverse takeover
(as defined in the Code). If Assura declares, makes or pays any dividend or
distribution or other return of value or payment to its shareholders, the
Consortium reserves the right to make an equivalent reduction to the Possible
Cash Offer. The Consortium also reserves the right to introduce other forms of
consideration and/or to vary the form and/or mix of the consideration it would
offer.

 

Enquiries:

 

Assura
plc
                                  0161 515
2043

Ed Smith

Jonathan Murphy

Jayne Cottam

 

Lazard (Lead Financial
Adviser)
 
        020 7187 2000

Cyrus Kapadia

Patrick Long

Caitlin Martin

 

Barclays (Joint Corporate Broker and Financial Adviser)
                         020 7623 2323

Bronson Albery

Tom Macdonald

Callum West

 

Stifel (Joint Corporate Broker and Financial Adviser)
                              020 7710 7600

Mark Young

Jonathan Wilkes-Green

Catriona Neville

 

FGS Global (PR Adviser)
 
           020 7251 3801

Gordon Simpson

Grace Whelan

Important notice

The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law and therefore any
persons who are subject to the laws of any jurisdiction other than the United
Kingdom should inform themselves about, and observe, any applicable
requirements. Any failure to comply with such requirements may constitute a
violation of the securities laws of any such jurisdiction. The information
disclosed in this announcement may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance with the
laws and regulations of any jurisdiction outside of the United Kingdom. This
announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities or a solicitation of an offer to buy any
securities pursuant to this announcement or otherwise in any jurisdiction in
which such offer or solicitation is unlawful.

 

Inside information

 

The information contained within this announcement is deemed by Assura to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) No.596/2014 (as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018). On the publication of this announcement
via a Regulatory Information Service, such information is now considered to be
in the public domain.

 

For the purposes of MAR, this announcement is being made on behalf of Assura
by Orla Ball, Company Secretary.

 

Notices

 

Lazard & Co., Limited ("Lazard") and Stifel Nicolaus Europe Limited
("Stifel"), which are authorised and regulated in the United Kingdom by the
Financial Conduct Authority (the "FCA") and Barclays Bank PLC ("Barclays")
which is authorised by the Prudential Regulation Authority ("PRA") and
regulated in the United Kingdom by the FCA and the PRA, are acting exclusively
as lead financial adviser, joint corporate broker, and financial adviser and
joint corporate broker, respectively, to Assura and no one else in connection
with the Possible Cash Offer and the PHP Proposal, (together, the "Possible
Offers") and will not be responsible to anyone other than Assura for providing
the protections afforded to clients of Lazard or Barclays or Stifel nor for
providing advice in relation to the Possible Offers or any other matters
referred to in this announcement. None of Lazard, Barclays or Stifel or any of
their respective affiliates (nor any of their respective directors, officers,
employees or agents), owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of theirs in
connection with the Possible Offers, this announcement, any statement
contained herein or otherwise.

 

In accordance with the Code, normal United Kingdom market practice and Rule
14e-5(b) of the Exchange Act, Barclays and its affiliates will continue to act
as exempt principal trader in Assura plc on the London Stock Exchange. These
purchases and activities by exempt principal traders which are required to be
made public in the United Kingdom pursuant to the Code will be reported to a
Regulatory Information Service and will be available on the London Stock
Exchange website at www.londonstockexchange.com. This information will also be
publicly disclosed in the United States to the extent that such information is
made public in the United Kingdom.

 

Disclosure requirements of the Code

 

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified.

 

An Opening Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant securities
of each of (i) the offeree company and (ii) any securities exchange
offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a)
applies must be made by no later than 3.30 pm (London time) on the 10th
business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th business day
following the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of the
offeree company or of a securities exchange offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing Disclosure.

 

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror, save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the business day following the date of the relevant dealing.

 

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

 

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

 

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. If you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0) 20 7638 0129.

 

Rule 26.1 information

 

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
made available free of charge, subject to certain restrictions relating to
persons resident in restricted jurisdictions, on Assura's website at
www.assuraplc.com/investor-relations no later than 12 noon (London time) on
the business day following the date of this announcement.

 

For the avoidance of doubt, the contents of the website referred to in this
announcement are not incorporated into, and do not form part of, this
announcement.

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