REG - Assura plc - Delisting of Assura shares

AssuraAnnouncement

05/09/2025 07:02

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RNS Number : 1205Y  Assura PLC  05 September 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 ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

5 September 2025

 

Assura Plc ("Assura")

Delisting of Assura Shares

 

1. Introduction

On 23 June 2025, the boards of Primary Health Properties plc ("PHP") and
Assura jointly announced the terms of an increased and recommended shares and
cash offer pursuant to which PHP would acquire the entire issued, and to be
issued, ordinary share capital of Assura (the "Revised Offer").

On 27 June 2025, PHP and Assura jointly published a revised offer document in
respect of the Revised Offer (the "Revised Offer Document"), which
supplemented and updated the original offer document published by PHP on 13
June 2025 (the "Original Offer Document").

On 12 August 2025, PHP announced that the Revised Offer had become
Unconditional in all respects.

Capitalised terms used in this announcement (the "Announcement"), unless
otherwise defined, have the same meanings as set out in the Original Offer
Document (as amended by the Revised Offer Document).

2. Delisting and cancellation of trading

As announced by PHP on 27 August 2025, PHP has now despatched compulsory
acquisition notices under sections 979 and 980 of the Companies Act 2006 to
Assura Shareholders who have not yet validly accepted the Revised Offer (the
"Compulsory Acquisition Process").

At the request of PHP, Assura will make requests to the FCA and the London
Stock Exchange respectively to cancel the listing and trading of the Assura
Shares on the Equity Shares (Commercial Companies) category of the Official
List and Main Market of the London Stock Exchange (the "LSE Delisting"). It
is anticipated that the LSE Delisting will take effect no earlier than 7.30
a.m. on 6 October 2025.

Trading of Assura's Shares on the Main Board of the JSE is expected to be
suspended from 7.30 a.m. on 3 October 2025. The cancellation of the listing
and trading of the Assura Shares on the Main Board of the JSE (the "JSE
Delisting"), is expected to take place shortly following the completion of the
LSE Delisting and the Compulsory Acquisition Process.  It is intended that
Assura will be re-registered as a private limited company as soon as
practicable following the LSE Delisting and the JSE Delisting, and a detailed
timetable for the JSE Delisting will be announced on SENS in due course.

It is expected that following the LSE Delisting and the JSE Delisting,
remaining Assura Shareholders will, in practice, only be able to sell their
shares pursuant to the Compulsory Acquisition Process.

 

 

 

 

 

Enquiries:

 Assura plc                                                                    +44 (0) 161 515 2043

 Jonathan Davies, Non-Executive Chair

 Jonathan Murphy, Chief Executive Officer

 Jayne Cottam, Chief Financial Officer

 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 this Announcement
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 this Announcement 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 this
Announcement 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.

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.

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.

Overseas Shareholders

The information contained herein is not for release, distribution or
publication, directly or indirectly, in or into the United States, Australia,
Canada, Japan, New Zealand or any other Restricted Jurisdiction where
applicable laws prohibit its release, distribution or publication.

The release, publication or distribution of this Announcement in, into or from
jurisdictions other than the UK may be restricted by law and therefore any
persons who are subject to the law of any jurisdiction other than the UK
should inform themselves of, and observe, any applicable legal or regulatory
requirements. Any failure to comply with such requirements may constitute a
violation of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons involved in the
Combination disclaim any responsibility or liability for the violation of such
restrictions by any person. This Announcement has been prepared in accordance
with and for the purpose of complying with English law, the Takeover Code, the
Market Abuse Regulation, the UK Listing Rules and the Disclosure Guidance and
Transparency Rules and the information disclosed may not be the same as that
which would have been disclosed if this Announcement had been prepared in
accordance with the laws of jurisdictions outside England.

The information contained in this Announcement constitutes factual information
as contemplated in section 1(3)(a) of the FAIS Act and should not be construed
as express or implied advice (as that term is used in the FAIS Act and/or the
Financial Markets Act) that any particular transaction described in this
Announcement is appropriate to the particular investment objectives, financial
situations or needs of a shareholder, and nothing in this Announcement should
be construed as constituting the canvassing for, or marketing or advertising
of, financial services in South Africa.

Nothing in this Announcement should be viewed, or construed, as "advice", as
that term is used in the South African Financial Markets Act, 19 of 2012, as
amended.

Notice relating to the United States

This Announcement has not been approved or disapproved by the SEC, any state
securities commission in the United States or any other U.S. regulatory
authority, nor have such authorities passed upon or determined the adequacy or
accuracy of the information contained in this Announcement. Any representation
to the contrary may be a criminal offence in the United States.

It may be difficult for Assura Shareholders in the United States to enforce
their rights and any claim arising out of the U.S. federal securities laws,
since Assura is located in a country other than the United States and some or
all of its officers and directors may be residents of countries other than the
United States. Assura Shareholders in the United States may not be able to sue
a non-U.S. company or its officers or directors in a non-U.S. court for
violations of U.S. securities laws. Further, it may be difficult to compel a
non-U.S. company and its affiliates to subject themselves to a U.S. court's
jurisdiction and judgement.

Publication on a website

A copy of this Announcement and the documents required to be published
pursuant to Rule 26 of the Takeover Code will be available at PHP's website at
www.phpgroup.co.uk and Assura's website at
www.assuraplc.com/investor-relations/shareholder-information/offer- from-php
promptly and in any event by no later than 12 noon on the Business Day
following this Announcement. The content of this website is not incorporated
into and does not form part of this Announcement.

Requesting hard copy documents

In accordance with Rule 30.3 of the Takeover Code, Assura Shareholders,
persons with information rights and participants in Assura Share Plans may
request a hard copy of this Announcement by contacting PHP's company secretary
at cosec@phpgroup.co.uk (mailto:cosec@phpgroup.co.uk) . For persons who
receive a copy of this Announcement in electronic form or via a website
notification, a hard copy of this Announcement will not be sent unless so
requested. Such persons may also request that all future documents,
announcements and information to be sent to them in relation to the
Combination should be in hard copy form.

For persons who receive a copy of this Announcement in electronic form or via
a website notification, a hard copy of this Announcement will not be sent
unless so requested. Such persons may also request that all future documents,
announcements and information to be sent to them in relation to the
Combination should be in hard copy form.

 

 

 

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