REG - Assura plc Primary Health Props - Statement re offer by PHP & posting of offer doc

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RNS Number : 9568M  Assura PLC  16 June 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.

FOR IMMEDIATE RELEASE

 

16 June 2025

 

 

Assura plc

 

Statement regarding offer by PHP and posting of the PHP Offer Document

 

The Board of Assura plc ("Assura") notes the announcement made by Primary
Health Properties plc ("PHP") on 13 June 2025 containing the revised terms of
its share and cash offer for the entire issued and to be issued ordinary share
capital of Assura (the "PHP Offer"). These revised terms include: (i) the
potential acceleration of Assura's Q3 dividend without a corresponding
reduction in the value of the PHP Offer and (ii) the reduction in PHP's
acceptance condition in relation to the PHP Offer to a threshold of more than
50 per cent. of the voting rights normally exercisable at a general meeting of
Assura Shareholders, which is now the same acceptance condition as the Cash
Offer from Sana Bidco Limited announced on 11 June 2025.

 

The Assura Board also notes the publication on 13 June 2025 of the offer
document containing the full terms and conditions of the PHP Offer (the "PHP
Offer Document"). The Assura Board is reviewing the revised terms of the PHP
Offer with its advisers and will continue to engage in extensive shareholder
consultation. The Assura Board has always been, and will remain, objective and
resolutely focused on carrying out its fiduciary duties in the interests of
Assura Shareholders. The Assura Board will, by no later than 27 June 2025
(except with the consent of the Panel), send a circular to Assura Shareholders
setting out its views on the PHP Offer. In the meantime, Assura Shareholders
are advised to take no action in relation to the PHP 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

Callum West

Ronak Shah

 

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

Anjali Unnikrishnan

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.

 

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 and financial adviser, respectively, to Assura and no
one else in connection with the PHP Offer 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 PHP
Offer 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 PHP Offer, 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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