REG - Kohlberg Kravis R. Assura plc - Possible Offer for Assura plc

AssuraAnnouncement

17/02/2025 07:15

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RNS Number : 3308X  Kohlberg Kravis Roberts & Co LP  17 February 2025

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

 

THIS IS AN ANNOUNCEMENT OF A POSSIBLE OFFER 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

 

17 February 2025

 

Possible Offer for Assura plc

 

In response to the recent announcement by Assura plc (the "Company" or
"Assura") on 14 February 2025, Kohlberg Kravis Roberts & Co. L.P., in its
capacity as adviser to its affiliated investment funds and separately managed
accounts ("KKR"), confirms that it has submitted four indicative non-binding
proposals to the Assura Board regarding a possible cash offer for the entire
issued and to be issued share capital of Assura, most recently at 48.0 pence
per share (the "Latest Proposal"), which was sent on 13 February 2025.

 

The Latest Proposal values the fully diluted ordinary share capital of Assura
at £1,562 million and represents:

-       28.2% premium to the closing share price of 37.4 pence on 13
February 2025 (being the date of the Latest Proposal);

-       2.8% discount to Assura's EPRA Net Tangible Asset Value per
Share of 49.4 pence as at 30 September 2024;

-       30.1% premium to the volume weighted average Assura share price
of 36.9 pence over the last month; and

-       26.9% premium to the volume weighted average Assura share price
of 37.8 pence over the last 3 months.

 

This follows significant work over the last 6 months which resulted in three
previous written proposals made to the Board of Assura, each of which was
rejected unanimously by the Board. On 15 February, the Board rejected the
Latest Proposal.

 

KKR believes that the terms of the Latest Proposal offer a highly attractive
opportunity for Assura shareholders to realise their investment in cash at a
significant premium to prevailing market prices. KKR acknowledges the Rule 2.8
announcement dated 17 February 2025 from 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)) following the rejection from the Board of the Latest Proposal.

 

KKR is considering whether there is any merit in continuing to try and engage
with the Board. There can be no certainty that any firm offer for the Company
will be made. A further announcement will be made as and when appropriate.

 

In accordance with Rule 2.6(a) of the Code, KKR must, by not later than 5.00
pm (London time) on 14 March 2025, being 28 days after 14 February 2025,
either announce a firm intention to make an offer for the Company 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 Takeover Panel in accordance with Rule 2.6(c) of the
Code.

 

In accordance with Rule 2.5(a) of the Code, KKR reserves the right to make an
offer for Assura at a lower value or on less favourable terms than the Latest
Proposal: (i) with the agreement or recommendation of the Board of Assura;
(ii) if a third party announces a firm intention to make an offer for Assura
which, at that date, is of a value less than the value of the Latest Proposal;
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, KKR reserves the right to make
an equivalent reduction to the Latest Proposal. KKR 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:

 

 Jefferies International Limited (Financial Adviser to KKR)  +44 (0) 20 7029 8000
 Philip Noblet
 Dai Clement
 Thomas Forrow
 Tom Yeadon
 Thomas Bective
 Andrew Morris

 FGS Global (PR Adviser to KKR)                              +44 (0) 20 7251 3801
 Faeth Birch                                                 KKR-LON@fgsglobal.com (mailto:KKR-LON@fgsglobal.com)
 Alastair Elwen

 

Important Notices

Jefferies International Limited ("Jefferies"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom, is acting
exclusively for KKR and no one else in connection with the matters set out in
this announcement and will not regard any other person as its client in
relation to the matters in this announcement and will not be responsible to
anyone other than KKR for providing the protections afforded to clients of
Jefferies nor for providing advice in relation to any matter referred to in
this announcement. Neither Jefferies nor any of its affiliates (nor 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 Jefferies in connection with this announcement, any statement
contained herein or otherwise.

 

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities, or the
solicitation of any vote or approval in any jurisdiction, whether pursuant to
this announcement or otherwise. Any offer, if made, will be made solely by
certain offer documentation which will contain the full terms and conditions
of any offer, including details of how it may be accepted.

 

The release, distribution or publication of this announcement in whole or in
part, directly or indirectly in, into or from jurisdictions outside the United
Kingdom may be restricted by laws of the relevant jurisdictions and therefore
persons into whose possession this announcement comes should inform themselves
about, and observe, such restrictions. Any failure to comply with the
restrictions may constitute a violation of the securities law of any such
jurisdiction.

 

This announcement contains inside information for the purposes of Article 7 of
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). Upon publication
of this announcement, this inside information will be considered to be in the
public domain.

 

Disclosure Requirements

 

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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 10(th) Business Day following the
commencement of the offer period and, if appropriate, by no later than 3.30 pm
(London time) on the 10(th) 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
per cent. 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 Takeover Panel's website at
www.thetakeoverpanel (https://www.thetakeoverpanel.org.uk) .org.uk, including
details of the number of relevant securities in issue, when the offer period
commenced and when any offeror was first identified. You should contact the
Takeover Panel's Market Surveillance Unit on +44 (0) 20 7638 0129 if you are
in any doubt as to whether you are required to make an Opening Position
Disclosure or a Dealing Disclosure.

 

In accordance with Rule 2.4(c)(iii) of the Code, KKR confirms that it is not
aware of any dealings in Assura shares that would require a minimum level, or
particular form, of consideration that it would be obliged to offer under Rule
6 or Rule 11 of the Code (as appropriate) if it were to make an offer.
However, prior to this announcement it has not been practicable for KKR to
make enquiries of all persons acting in concert with it to determine whether
any dealings in Assura shares by such persons give rise to a requirement under
Rule 6 or Rule 11 of the Code for KKR, if it were to make an offer, to offer
any minimum level, or particular form, of consideration. Any such details
shall be announced as soon as practicable and in any event by no later than
the deadline for KKR's Opening Position Disclosure.

 

Rule 26.1 Disclosure

 

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available (subject to certain restrictions relating to persons resident in
restricted jurisdictions) at www.documentdisplay.co.uk by no later than 12
noon (London time) on the business day following the date of this
announcement. The content of the website referred to in this announcement is
not incorporated into, and does not form part of, this announcement.

 

This announcement has been prepared in accordance with English law and
information disclosed may not be the same as that which would have been
prepared in accordance with the laws of jurisdictions outside England.

 

END

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