REG - Kohlberg Kravis R. Assura plc - DAY 21 UPDATE ON ACCEPTANCE LEVELS

AssuraAnnouncement

Today 07:15

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RNS Number : 9674P  Kohlberg Kravis Roberts & Co LP  07 July 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. PLEASE
SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT. ANY FAILURE TO
COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES
LAW.

FOR IMMEDIATE RELEASE

7 July 2025

BEST AND FINAL* INCREASED CASH OFFER

for

Assura plc

by

Sana Bidco Limited

a newly formed company indirectly wholly-owned by (i) funds advised by
Kohlberg Kravis Roberts & Co. L.P. and its affiliates and (ii) funds
advised by Stonepeak Partners LP and its affiliates

DAY 21 ACCEPTANCE LEVEL UPDATE

Introduction

 

On 9 April 2025, the boards of directors of Assura and Sana Bidco Limited
("Bidco"), a newly formed company indirectly wholly owned by (i) funds advised
by Kohlberg Kravis Roberts & Co. L.P. and its affiliates ("KKR") and (ii)
funds advised by Stonepeak Partners LP and its affiliates ("Stonepeak" and
together with KKR, the "Consortium"), announced that they had reached
agreement on the terms and conditions of a recommended cash acquisition by
Bidco of the entire issued and to be issued ordinary share capital of Assura
(the "Acquisition"), to be effected by means of a Court-sanctioned scheme of
arrangement (the "Scheme") under Part 26 of the Companies Act 2006 (the
"Companies Act"). The scheme document in relation to the Acquisition was
posted to Assura Shareholders on 14 May 2025.

 

On 16 May 2025, Primary Health Properties plc ("PHP") announced a shares and
cash offer to acquire the entire issued, and to be issued ordinary share
capital of Assura, to be effected by means of a takeover offer (as defined in
section 974 of the Companies Act) (the "PHP Offer").

 

On 5 June 2025, Assura announced that it had adjourned the Court Meeting and
General Meeting in relation to the Scheme to allow more time for it to engage
in further discussions and due diligence

with PHP.

 

On 11 June 2025, Bidco announced the terms and conditions of a Best and Final*
Increased Cash Offer by Bidco for the entire issued and to be issued ordinary
share capital of Assura, to be effected by means of a takeover offer (as
defined in section 974 of the Companies Act) (the "Takeover Offer"). Under the
terms of the Takeover Offer, Bidco shall offer Assura Shareholders 50.42 pence
in cash for each Assura Share (the "Offer").

On 23 June 2025, the boards of directors of Assura and PHP announced an
increased and recommended shares and cash offer for the entire issued ordinary
share capital of Assura (the "Revised PHP Offer").

 

On 1 July 2025, the full terms and conditions of the Takeover Offer and the
procedures for acceptance (the "Offer Document"), together with the related
Form of Acceptance, were published and posted to Assura Shareholders. The
Offer Document and the Form of Acceptance are available, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, at
Bidco's website at
https://www.documentdisplay.com/offer-for-assura/disclaimer/
(https://www.documentdisplay.com/offer-for-assura/disclaimer/) .

 

This announcement should be read in conjunction with the full text of the
Offer Document. Capitalised terms used in this announcement shall, unless
otherwise defined, have the same meanings as set out in the Offer Document.

 

* The financial terms of the Best and Final* Increased Cash Offer are final
and will not be increased, except that Bidco reserves the right to increase
the financial terms of its Offer where the Panel on Takeovers and Mergers (the
"Panel") otherwise provides its consent (which will only be provided in wholly
exceptional circumstances).

Day 21 Acceptance Level Update

On 26 June 2025, the Panel announced that the Panel Executive had determined
that, unless it consents otherwise, Day 60 of the offer timetable for both the
Takeover Offer and the Revised PHP Offer will be 12 August 2025. Day 21 of the
offer timetable was therefore 4 July 2025.

In accordance with Rule 17 of the Takeover Code, Bidco confirms that, as at
6:00 p.m. (London time) on 4 July 2025, valid acceptances of the Offer ("Valid
Acceptances") had been received in respect of 0 Assura Shares, representing 0
per cent. of Assura's existing issued ordinary share capital.

So far as Bidco is aware, it has not yet received Valid Acceptances in respect
of 4,638,828 Assura Shares which were the subject of irrevocable undertakings
in favour of Bidco to accept (or procure the acceptance of) the Offer, from
Assura Directors.

Accordingly, as at 6:00 p.m. (London time) on 4 July 2025, Bidco has received
Valid Acceptances of the Offer in respect of 0 Assura Shares (representing 0
per cent. of Assura's existing issued ordinary share capital), which Bidco may
count towards satisfaction of the Acceptance Condition to its Offer.

Interests in Securities

As at the close of business in London on 4 July 2025, the interests in, or
rights to subscribe in respect of, relevant Assura securities held by Bidco
were:

 Name                Nature of interest          Number of Assura   Percentage of Assura's issued ordinary share capital

Shares
 Sana Bidco Limited  Ownership of Assura Shares  164,548,145        5.06

 

Save as disclosed in this announcement, as at 6:00 p.m. (London time) on 4
July 2025, neither Bidco, nor any Bidco Director, nor, so far as the Bidco
Directors' are aware, any other person acting, or deemed to be acting, in
concert with Bidco:

·     had any interest in, or right to subscribe in respect of, any
relevant Assura securities;

·     had any short position (whether conditional or absolute and whether
in the money or otherwise), including any short position under a derivative,
any agreement to sell or any delivery obligation or any right to require
another person to take purchase or take delivery of relevant Assura
securities;

·     had procured an irrevocable commitment or letter of intent to
accept the terms of the Offer in respect of relevant Assura securities; or

·     had borrowed or lent any relevant Assura securities, save for any
borrowed shares which have been either on-lent or sold.

 

Acceptance Condition

As at 6:00 p.m. (London time) on 4 July 2025, Bidco may count 164,548,145
Assura Shares, representing approximately 5.06% of Assura's existing issued
ordinary share capital, towards satisfaction of the Acceptance Condition. This
comprises Assura Shares which are currently held by Bidco as set out above.

Assura Shareholders are reminded that, as a summary and subject to the fuller
description in the Offer Document, the Acceptance Condition shall be satisfied
should Bidco receive Valid Acceptances and/or acquire or agree to acquire
Assura Shares which carry more than 50 per cent. of the voting rights then
exercisable at a general meeting of Assura Shareholders.

The percentages of Assura Shares referred to in this announcement are based on
the figure of 3,250,608,887 ordinary Assura Shares in issue at 6:00 p.m.
(London time) on the last Business Day prior to this announcement.

 

Action to be taken by Assura Shareholders to accept the Takeover Offer

The Takeover Offer will initially be open for acceptance until 1:00 p.m.
(London time) on 12 August 2025, unless the Unconditional Date is brought
forward or extended by Bidco in accordance with the Takeover Code and as
further described in section 1 of Part C of Part II (Conditions to and Further
Terms of the Offer) of the Offer Document.

Assura Shareholders are encouraged to accept the Takeover Offer as soon as
possible.

Assura Shareholders who hold Assura Shares in certificated form should read
section 12.1 of Part I (Letter from Sana Bidco) of the Offer Document and
complete the accompanying personalised Form of Acceptance in accordance with
the instructions printed thereon. The completed Form of Acceptance, together
with the share certificate(s) and/or other document(s) of title, should be
returned as soon as possible by post or (during normal business hours only) by
hand to MUFG Corporate Markets, Corporate Actions, at Central Square, 29
Wellington Street, Leeds, LS1 4DL, United Kingdom so as to arrive no later
than 1:00 p.m. (London time) on 12 August 2025 (or such other date set by
Bidco as described further in the Offer Document). Any Form of Acceptance
received electronically will be rejected as an invalid acceptance of the
Takeover Offer.

Assura Shareholders who hold their Assura Shares in uncertificated form (that
is, in CREST) should read section 12.2 of Part I (Letter from Sana Bidco
Limited) of the Offer Document and ensure that an electronic acceptance is
made by them or on their behalf and that settlement is made no later than 1:00
p.m. (London time) on 12 August 2025 (or such other date set by Bidco as
described in the Offer Document). If such shareholders hold their Assura
Shares as a CREST sponsored member, they should refer to their CREST sponsor
as only their CREST sponsor will be able to send the necessary TTE instruction
to Euroclear.

Underlying SA Shareholders who hold their Assura Shares in dematerialised
form (that is, through the Strate system) should read section 12.3 of Part I
(Letter from Sana Bidco Limited) of the Offer Document and ensure that they,
within the time period and in the manner required by the CSDP or broker or as
stipulated by the terms of the custody agreement entered into with their CSDP
or broker, provide their CSDP or broker with their acceptance in accordance
with the terms of such custody agreement, so that their CSDP or broker can
take the necessary steps to notify Strate (who can subsequently take the
necessary steps to notify Euroclear, who will be able to make the relevant TTE
notification regarding their acceptance) as soon as possible and, in any
event, such that the TTE notification regarding their acceptance is received
no later than 1:00 p.m. (London time) on 12 August 2025 (or such other date
set by Bidco as described in the Offer Document).

Cancellation of admission to the Official List and to trading on the Main
Market of the London Stock Exchange (the "LSE") and the delisting of Assura
Shares from the Main Board of the Johannesburg Stock Exchange (the "JSE"),
compulsory acquisition and re-registration

Assura Shareholders are reminded that, as stated in the Offer Document,
assuming the Takeover Offer becomes or is declared unconditional and Bidco
has, by virtue of acceptances of the Takeover Offer or otherwise, acquired, or
agreed to acquire, Assura Shares carrying not less than 75 per cent. of the
voting rights then exercisable at a general meeting of Assura Shareholders, it
is intended that:

·     the admission to the Official List and to trading of the Assura
Shares on the Main Market of the LSE will be cancelled; and

 

·     the admission of Assura Shares to the Main Board of the JSE will be
cancelled, subject to compliance with any applicable additional requirements
(including the JSE Listings Requirements).

 

If Bidco receives acceptances of the Takeover Offer in respect of, and/or
otherwise acquires or unconditionally contracts to acquire, 90 per cent. or
more of the Assura Shares by nominal value and voting rights attaching to such
shares to which the Takeover Offer relates and the Takeover Offer has become
or been declared unconditional, Bidco intends to exercise its rights pursuant
to the provisions of Chapter 3 of Part 28 of the Companies Act to acquire
compulsorily the remaining Assura Shares in respect of which the Takeover
Offer has not been accepted on the same terms as the Takeover Offer. Assuming
Bidco acquires all of the remaining Assura Shares by exercising its rights
pursuant to Chapter 3 of Part 28 of the Companies Act, Assura will apply to
the JSE for cancellation of the admission of Assura Shares to listing and
trading on the Main Board of the JSE, which will be cancelled in accordance
with the JSE Listings Requirements without Assura having to issue an
additional circular to Assura Shareholders or obtain a fairness opinion or
approval for the delisting from Assura Shareholders.

 

It is also intended that, following the Takeover Offer becoming or being
declared unconditional and Bidco, by virtue of acceptances of the Takeover
Offer or otherwise, having acquired, or having agreed to acquire, Assura
Shares carrying not less than 75 per cent. of the voting rights then
exercisable at a general meeting of Assura Shareholders, Assura will be
re-registered as a private limited company.

Such cancellation of admission to the Official List and to trading on the Main
Market of the LSE of Assura Shares and re-registration of Assura as a private
limited company would significantly reduce the liquidity and marketability of
any Assura Shares in respect of which the Takeover Offer has not been accepted
at that time and their value may be affected as a consequence.

Any remaining Assura Shareholders (unless their Assura Shares are acquired by
Bidco pursuant to the provisions of Chapter 3 of Part 28 of the Companies Act)
would become minority shareholders in a majority controlled private limited
company and may therefore be unable to sell their Assura Shares. There can be
no certainty that Assura would pay any further dividends or other
distributions or that such minority Assura Shareholders would again be offered
an opportunity to sell their Assura Shares on terms which are equivalent to or
no less advantageous than those under the Takeover Offer.

Currency and Settlement

Each Assura Shareholder will receive the Cash Consideration which is payable
to them under the Offer in respect of their Assura Shares (other than any
Assura Shares held in dematerialised form through the Strate system) in pounds
Sterling.

Each Underlying SA Shareholder holding Assura Shares in dematerialised form
through the Strate system will receive the Cash Consideration which is payable
pursuant to the Offer in respect of their beneficial entitlement to Assura
Shares in South African Rand. The Cash Consideration payable under the Offer
will be paid in South African Rand at the GBP/Rand Exchange Rate. The GBP/Rand
Exchange Rate will be communicated to Assura Shareholders and Underlying SA
Shareholders by an announcement on SENS to be made within 14 days of the
Unconditional Date.

Subject to the Offer becoming or being declared unconditional, settlement for
those Assura Shareholders who have validly accepted the Offer on or before the
Offer becoming or being declared unconditional will be effected within 14
calendar days of the Offer becoming or being declared unconditional or, in
relation to valid acceptances received after this date, within 14 calendar
days of receipt of that acceptance, save for those Assura Shareholders who
have acquired their Assura Shares on or after the Offer becoming or being
declared unconditional, pursuant to options or awards granted under the Assura
Share Plans.

Those Assura Shareholders should refer to the provisions at section 13.4 of
Part I (Letter from Sana Bidco Limited) of the Offer Document.

Questions

If Assura Shareholders have any questions about this announcement or the Offer
Document, or are in any doubt as to how to complete the Form of Acceptance (if
they hold Assura Shares in certificated form) or as to how to make an
electronic acceptance (if they hold Assura Shares in uncertificated form
through CREST), please contact the Shareholder Helpline operated by MUFG
Corporate Markets, Corporate Actions, during 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 Takeover Offer nor give any financial, investment,
legal or tax advice.

If Underlying SA Shareholders have any questions about this announcement or
the Offer Document, please contact the Shareholder Helpline operated by JSE
Investor Services during business hours (8:00 a.m. to 4:30 p.m. (South African
Standard Time) Monday to Friday excluding public holidays in South Africa) on
086 147 2644 (from within South Africa) or +27 11 029 0112 (from outside South
Africa) or by submitting a request in writing to JSE Investor Services at One
Exchange Square, 2 Gwen Lane, Sandown, Sandton 2196, South Africa or via email
at specialprojects@jseinvestorservices.co.za. Calls are charged at the
standard geographic rate and will vary by provider. Calls outside South Africa
will be charged at the applicable international rate. Different charges may
apply to calls from mobile telephones and 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 Takeover Offer nor give
any financial, investment, legal or tax advice. Underlying SA Shareholders who
are in any doubt as to how to make a notification of acceptance should contact
their CSDP, broker or custodian holding the shares on their behalf.

Enquiries

 Jefferies International Limited (Financial Adviser to Bidco)  +44 (0) 20 7029 8000

 Philip Noblet

 Dai Clement

 Thomas Forrow

 Tom Yeadon

 Thomas Bective

 Andrew Morris
 FGS Global (PR Adviser to Bidco)                              +44 (0) 20 7251 3801

 Faeth Birch                                                   KKR-LON@fgsglobal.com

 Alastair Elwen

 Oli Sherwood

 

Simpson Thacher & Bartlett LLP is acting as legal adviser to Bidco, KKR
and Stonepeak in connection with the Acquisition.

Bowmans is acting as legal adviser to Bidco, KKR and Stonepeak as to matters
of South African law in connection with the Acquisition.

Important Notices

Jefferies, which is authorised and regulated by the FCA in the United Kingdom,
is acting exclusively for Bidco, KKR and Stonepeak 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 or Stonepeak 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.

Further Information

This announcement is for information purposes only and does not constitute an
offer or inducement to sell or an invitation to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of, any securities or a solicitation
of an offer to buy any securities, pursuant to the Acquisition or otherwise.
The Acquisition shall be made solely by means of the Offer Document which
shall contain the full terms and Conditions of the Acquisition.

This announcement has been prepared for the purpose of complying with English
law, the Listing Rules, the JSE Listings Requirements and the Takeover Code
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 of England.

This announcement does not constitute a prospectus, prospectus equivalent
document or an exempted document for purposes of English law, the Listing
Rules, the JSE Listings Requirements or any other law in any other
jurisdiction.

Overseas Shareholders

The release, publication or distribution of this announcement in or into
certain jurisdictions other than the United Kingdom or South Africa may be
restricted by law. Persons who are not resident in the United Kingdom or South
Africa or who are subject to other jurisdictions should inform themselves of,
and observe, any applicable requirements. Any failure to comply with any 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 Acquisition disclaim any responsibility or
liability for the violation of such requirements by any person.

Unless otherwise determined by Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition shall not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction. Accordingly,
copies of this announcement and all documents relating to the Acquisition are
not being, and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction, and persons
receiving this announcement and all documents relating to the Acquisition
(including custodians, nominees and trustees) must not mail or otherwise
distribute or send them in, into or from such jurisdictions where to do so
would violate the laws in that jurisdiction.

The availability of the Acquisition to Assura Shareholders who are not
resident in the United Kingdom or South Africa may be affected by the laws of
the relevant jurisdictions in which they are resident. Persons who are not
resident in the United Kingdom or South Africa should inform themselves of,
and observe, any applicable requirements, as 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 Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.

 

The Acquisition shall be subject to the applicable requirements of the
Takeover Code, the Panel, the London Stock Exchange, the Financial Conduct
Authority, the Listing Rules, the Johannesburg Stock Exchange, Finsurv, the
JSE Listings Requirements and the Registrar of Companies. Further details in
relation to Overseas Shareholders will be contained in the Offer Document.

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
South African Financial Markets Act, No 19 of 2012, as amended) that any
particular transaction in respect of the Acquisition 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. Bidco is not a financial services provider licensed
as such under the FAIS Act.

Nothing in this announcement should be viewed, or construed, as "advice", as
that term is used in the South African Financial Markets Act, No 19 of 2012,
as amended.

Additional Information for US Investors

The Takeover Offer relates to the shares of an English company and is being
made by means of a contractual takeover offer under the Takeover Code and
under English law. The Takeover Offer is being made in the United States
pursuant to all applicable laws and regulations, including, to the extent
applicable, to holders of Assura Shares resident in the United States ("US
Assura Shareholders") pursuant to Section 14(e) and Regulation 14E under the
US Exchange Act, and otherwise in accordance with the requirements of the
Takeover Code. Accordingly, the Takeover Offer is subject to the disclosure
and other procedural requirements, including with respect to withdrawal
rights, offer timetable, settlement procedures and timing of payments that are
different from those applicable under US domestic tender offer procedures and
law. The Takeover Offer is being made in the United States by Bidco and no one
else. The Takeover Offer will be made to US Assura Shareholders on the same
terms and conditions as those made to all other Assura Shareholders to whom an
offer is made. Any information documents, including the Offer Document, will
be disseminated to US Assura Shareholders on a basis comparable to the method
that such documents are provided to the other Assura Shareholders to whom an
offer is made.

The financial information included in this announcement and the Offer Document
has been or will have been prepared in accordance with IFRS and thus may not
be comparable to financial information of US companies or companies whose
financial statements are prepared in accordance with generally accepted
accounting principles in the US.

The receipt of cash pursuant to the Acquisition by a US Assura Shareholder as
consideration for the transfer of its Assura Shares pursuant to the Takeover
Offer will likely be a taxable transaction for United States federal income
tax purposes and under applicable United States state and local, as well as
foreign and other, tax laws. Assura Shareholders are urged to consult their
independent professional advisers immediately regarding the tax consequences
of the Acquisition applicable to them.

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

 

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US
Exchange Act, Bidco, certain affiliated companies and their nominees or
brokers (acting as agents) may make certain purchases of, or arrangements to
purchase, shares in Assura outside of the US, other than pursuant to the
Acquisition, until the date on which the Acquisition becomes Effective, lapses
or is otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the US
Exchange Act, Jefferies will continue to act as a connected exempt principal
trader in Assura Shares on the London Stock Exchange. If such purchases or
arrangements to purchase were to be made they would occur either in the open
market at prevailing prices or in private transactions at negotiated prices
and comply with applicable law, including the US Exchange Act. Any such
purchases by Bidco or its affiliates will not be made at prices higher than
the price of the Acquisition provided in this announcement unless the price of
the Acquisition is increased accordingly. Any information about such purchases
or arrangements to purchase will be disclosed as required in the United
Kingdom, will be reported to a Regulatory Information Service and will be
available on the London Stock Exchange website at www.londonstockexchange.com.
To the extent that such information is required to be publicly disclosed in
the United Kingdom in accordance with applicable regulatory requirements, this
information will, as applicable, also be publicly disclosed in the United
States.

Neither the US Securities and Exchange Commission, nor any US state securities
commission or any securities commission of other jurisdictions, has approved
or disapproved the Acquisition, passed judgement upon the fairness or the
merits of the Acquisition or passed judgement upon the adequacy or accuracy of
this announcement. Any representation to the contrary may be a criminal
offence in the United States.

Forward Looking Statements

This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, and other
information published by KKR, Stonepeak, or Bidco contain statements about
Bidco, Assura, any member of the Wider Bidco Group or any member of the Wider
Assura Group that are or may be deemed to be forward looking statements. All
statements other than statements of historical facts included in this
announcement may be forward looking statements. Without limitation, any
statements preceded or followed by or that include the words "targets",
"plans", "believes", "expects", "aims", "intends", "will", "may", "shall",
"should", "anticipates", "estimates", "projects", "is subject to", "budget",
"scheduled", "forecast" or words or terms of similar substance or the negative
thereof, are forward looking statements. Forward looking statements may
include statements relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of Bidco's,
KKR's, Stonepeak's, Assura's, any member of the Wider Bidco Group's or any
member of the Wider Assura Group's operations and potential synergies
resulting from the Acquisition; and (iii) the effects of global economic
conditions and government regulation on Bidco's, KKR's, Stonepeak's, Assura's,
any member of the Wider Bidco Group's or any member of the Wider Assura
Group's business.

Such forward looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and projections of the
management of Bidco about future events and are therefore subject to risks and
uncertainties that could significantly affect expected results and are based
on certain key assumptions. Many factors could cause actual results to differ
materially from those projected or implied in any forward looking statements,
including: increased competition, the loss of or damage to one or more key
customer relationships, changes to customer ordering patterns, delays in
obtaining customer approvals for engineering or price level changes, the
failure of one or more key suppliers, the outcome of business or industry
restructuring, the outcome of any litigation, changes in economic conditions,
currency fluctuations, changes in interest and tax rates, changes in raw
material or energy market prices, changes in laws, regulations or regulatory
policies, developments in legal or public policy doctrines, technological
developments, the failure to retain key management, or the timing and success
of future acquisition opportunities or major investment projects. Other
unknown or unpredictable factors could cause actual results to differ
materially from those in the forward looking statements. Such forward looking
statements should therefore be construed in the light of such factors. None of
Bidco, KKR, Stonepeak, the Wider Bidco Group, nor any of their respective
associates or directors, officers or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed or implied
in any forward looking statements in this announcement will actually occur.
Due to such uncertainties and risks, readers are cautioned not to place any
reliance on such forward looking statements, which speak only as of the date
hereof. All subsequent oral or written forward looking statements attributable
to any member of the Wider Bidco Group, or any of their associates, directors,
officers, employees or advisers, are expressly qualified in their entirety by
the cautionary statement above.

Bidco, KKR, Stonepeak, and the Wider Bidco Group expressly disclaim any
obligation to update any forward looking or other statements contained herein,
except as required by applicable law or by the rules of any competent
regulatory authority, whether as a result of new information, future events or
otherwise.

Disclosure Requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover 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 p.m. (London time) on the 10th business day following the
commencement of the Offer Period and, if appropriate, by no later than 3.30
p.m. (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 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 p.m. (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.

Information Relating to Assura Shareholders

Please be aware that addresses, electronic addresses and certain information
provided by Assura Shareholders, persons with information rights and other
relevant persons for the receipt of communications from Assura may be provided
to Bidco, KKR and Stonepeak during the Offer Period as required under Section
4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the
Takeover Code.

Publication on a Website

A copy of this announcement and the documents required to be published by Rule
26 of the Takeover Code shall be made available, free of charge, subject to
certain restrictions relating to persons resident in Restricted Jurisdictions
on Bidco's website at
https://www.documentdisplay.com/offer-for-assura/disclaimer/
(https://www.documentdisplay.com/offer-for-assura/disclaimer/) by 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 websites
referred to in this announcement are not incorporated into and do not form
part of this announcement.

General

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 FSMA if you are
resident in the United Kingdom or financial services provider duly authorised
under the FAIS Act if you are resident in South Africa or, if not, from
another appropriate authorised independent financial adviser.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

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