REG - Assura plc - Declaration of Special Dividend

AssuraAnnouncement

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RNS Number : 1739R  Assura PLC  15 July 2025

THIS ANNOUNCEMENT AND THE INFORMATION HEREIN IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR ANY JURISDICTION WHERE
TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF
THAT JURISDICTION.

FOR IMMEDIATE RELEASE

15 July 2025

 

Recommended combination of

Assura plc ("Assura")

and

Primary Health Properties plc ("PHP")

to be implemented by means of a takeover offer

under Part 28 of the Companies Act 2006

DECLARATION OF SPECIAL DIVIDEND

Background

On 23 June 2025, the Boards of Assura and PHP announced the terms of an
increased and recommended shares and cash offer ("Revised Offer") pursuant to
which PHP would offer to acquire the entire issued, and to be issued, ordinary
share capital of Assura (the "Combination"). The offer document in relation to
the Revised Offer was published and made available to Assura Shareholders on
27 June 2025 (the "Revised Offer Document").

Under the terms of the Revised Offer, if declared by the Assura Board, Assura
Shareholders would be entitled to receive a Special Dividend, of up to a
maximum of 0.84 pence per Assura Share (ISIN code GB00BVGBWW93), in lieu of
and representing an acceleration of the quarterly interim dividend otherwise
expected to be paid during October 2025. PHP has confirmed that any such
Special Dividend would not reduce the value of the Revised Offer.

Capitalised terms in this Announcement, unless otherwise defined, have the
same meanings as set out in the Revised Offer Document.

Declaration of the Special Dividend

Assura is pleased to announce that the Assura Board has now declared a Special
Dividend, settlement of which is conditional upon: (i) the Revised Offer
becoming or being declared Unconditional, and (ii) Assura having received all
necessary approvals from the South African Reserve Bank to pay the Special
Dividend.

This interim dividend will be wholly Property Income Distribution ("PID").
Forms to register for gross PIDs are available on Assura's website and must be
returned to the Company registrars, MUFG Corporate Markets at Central Square,
29 Wellington Street, Leeds, LS1 4DL to arrive by 4.30pm on the Record Date
(as defined below).  Please refer to Assura's website for more information.

There is no scrip dividend alternative available for the Special Dividend and
it will be paid in full as cash. For future dividend payments, including the
Special Dividend, CREST holders will automatically receive their dividend via
CREST unless they have specifically opted out.

Assura Shareholders who are on the register of members of Assura by 6.00 p.m.
(London time) on the date which the Revised Offer becomes or is declared
Unconditional (the "Record Date") will be entitled to the Special Dividend,
being 0.84 pence for each Assura Share held at the Record Date.

The ex-dividend date for the Special Dividend is expected to be the second
business day after the Record Date (currently expected to be 14 August 2025,
assuming the Revised Offer becomes or is declared Unconditional on 12 August
2025).

Settlement of the Special Dividend will take place no later than 14 days after
the Unconditional Date (currently expected to be no later than 26 August 2025,
assuming the Revised Offer becomes or is declared Unconditional on 12 August
2025). If the Revised Offer does not become or is not declared Unconditional,
the Special Dividend will not be paid.

A separate announcement with additional information concerning shares held on
the Johannesburg Stock Exchange has been published via the SENS system.

Timetable

Assura expects the Combination to be implemented in accordance with the
timetable set out in the Revised Offer Document. However, Assura notes that
the dates and times given are indicative only and are based on current
expectations and may be subject to change (as may be agreed with the Panel).
Pursuant to Section 8(b) of Appendix 7 of the Takeover Code, the Panel has
determined that, unless the Panel consents otherwise, Day 60 of the offer
timetable will be 12 August 2025. If any of the times and/or dates above
change, the revised times and/or dates will be announced via a Regulatory
Information Service.

Further details on the Special Dividend are set out in the Revised Offer
Document. If you have any questions relating to the Special Dividend, please
contact Assura's registrar, MUFG Corporate Markets during normal business
hours only (9.00 a.m. to 5.30 p.m. Monday to Friday excluding public holidays
in England and Wales) on 0371 664 0321 (from within the UK) or +44 371 664
0321 (from outside the UK) or by submitting a request in writing to MUFG
Corporate Markets, Corporate Actions at Central Square, 29 Wellington Street,
Leeds, LS1 4DL, United Kingdom. Calls are charged at the standard geographic
rate and will vary by provider. Calls outside the United Kingdom will be
charged at the applicable international rate. Calls may be recorded and
randomly monitored for security and training purposes. Please note the
shareholder helpline cannot provide advice on the merits of the Revised Offer
nor give any financial, investment, legal or tax advice.

Enquiries:

 Assura                                                                        +44 (0) 161 515 2043

 Ed Smith, Non-Executive Chair

 Jonathan Murphy, Chief Executive Officer

 Jayne Cottam, Chief Financial Officer

 David Purcell, Investor Relations Director

 Lazard (Lead Financial Adviser to Assura)                                     +44 (0) 20 7187 2000

 Cyrus Kapadia

 Patrick Long

 Caitlin Martin

 Barclays Bank PLC (Joint Corporate Broker and Financial Adviser to Assura)    +44 (0) 20 7623 2323

 Bronson Albery

 Callum West

 Ronak Shah

 Stifel Nicolaus Europe Limited (Joint Corporate Broker and Financial Adviser  +44 (0) 20 7710 7600
 to Assura)

 Mark Young

 Jonathan Wilkes-Green

 Catriona Neville

 FGS Global (PR Adviser to Assura)                                             +44 (0) 20 7251 3801

 Gordon Simpson                                                                Assura-LON@fgsglobal.com

 Anjali Unnikrishnan

 Grace Whelan

Travers Smith LLP is acting as legal adviser to Assura.

The LEI of Assura is 21380026T19N2Y52XF72.

Further information

Lazard & Co., Limited ("Lazard"), which is authorised and regulated by the
FCA in the United Kingdom, is acting exclusively as lead financial adviser to
Assura and no one else in connection with the Combination and will not be
responsible to anyone other than Assura for providing the protections afforded
to clients of Lazard nor for providing advice in relation to the Combination
or any other matters referred to in this Announcement. Neither Lazard nor any
of its 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 Lazard in connection with this
Announcement, any statement contained herein or otherwise.

Barclays Bank PLC ("Barclays"), which is authorised by the PRA and regulated
by the FCA and the PRA in the United Kingdom, is acting exclusively as joint
corporate broker and financial adviser to Assura and no one else in connection
with the Combination and will not be responsible to anyone other than Assura
for providing the protections afforded to clients of Barclays nor for
providing advice in relation to the Combination or any other matters referred
to in this Announcement. Neither Barclays nor any of its 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 Barclays in connection with this Announcement, any statement
contained herein or otherwise.

Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated
by the FCA in the United Kingdom, is acting exclusively as joint corporate
broker and financial adviser to Assura and no one else in connection with the
Combination and will not be responsible to anyone other than Assura for
providing the protections afforded to clients of Stifel nor for providing
advice in relation to the Combination or any other matters referred to in this
Announcement. Neither Stifel nor any of its 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 Stifel in connection with this Announcement, any statement
contained herein or otherwise.

This Announcement is for information purposes only and is not intended to, and
does not, constitute, or form part of, an 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 pursuant to the Combination or otherwise, nor
shall there be any sale, issuance or transfer of securities of Assura in any
jurisdiction in contravention of applicable law. In particular, this
Announcement does not constitute an offer of securities to the public as
contemplated in the South African Companies Act, 71 of 2008.

The Combination will be implemented solely pursuant to the terms of the
Original Offer Document and Revised Offer Document which contain the full
terms and conditions of the Combination, including details of how to accept
the Revised Offer. Any decision or response in relation to the Combination
should be made only on the basis of the information contained in the Original
Offer Document, the Revised Offer Document, the Forms of Acceptance and
Election, the Original Combined Circular and Prospectus and the Supplementary
Prospectus.

The statements contained in this Announcement are made as at the date of this
Announcement, unless some other time is specified in relation to them, and
publication of this Announcement shall not give rise to any implication that
there has been no change in the facts set forth in this Announcement since
such date.

This Announcement does not constitute or form part of, and should not be
construed as, any public offer under any applicable legislation or an offer to
sell or solicitation of any offer to buy any securities or financial
instruments or any advice or recommendation with respect to such securities or
other financial instruments.

This Announcement does not constitute a prospectus, prospectus equivalent
document or exempted document.

If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or independent financial adviser duly authorised under the Financial Services
and Markets Act 2000 (as amended) if you are resident in the United Kingdom
or, if not, from another appropriately authorised independent financial
adviser.

Dealing and Opening Position Disclosure Requirements

Under Rule 8.3(a) of the Takeover 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) of the Takeover Code
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 Takeover 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(s), 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. You should contact the 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.

Publication on a website

A copy of this Announcement and the documents required to be published under
Rule 26 of the Takeover Code will be made available at www.phpgroup.co.uk and
www.assuraplc.com/investor-relations/shareholder-information/offer-from-php by
no later than 12 noon (London time) on the Business Day following the date of
this Announcement. The content of the websites referred to in this
Announcement is not incorporated into and does not form part of this
Announcement.

 

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