REG - Primary Health Props Assura plc - Application for Admission Announcement

AssuraAnnouncement

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RNS Number : 2271V  Primary Health Properties PLC  13 August 2025

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

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR PROSPECTUS
EQUIVALENT DOCUMENT AND NO INVESTMENT DECISION IN RELATION TO THE REVISED
OFFER OR THE NEW PHP SHARES SHOULD BE MADE EXCEPT ON THE BASIS OF INFORMATION
IN THE OFFER DOCUMENT, THE REVISED OFFER DOCUMENT, THE COMBINED CIRCULAR AND
PROSPECTUS AND THE SUPPLEMENTARY PROSPECTES.

FOR IMMEDIATE RELEASE

13 August 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

Admission of New PHP Shares

Results of elections under the Mix and Match Facility

 

1.   Application for Admission of New PHP Shares

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

Further to the announcement by PHP on 12 August 2025 in relation to the
Revised Offer becoming unconditional in all respects, PHP announces that
application has been made today by PHP for 792,655,708 New PHP Shares to be
(a) admitted to the Equity Shares (Commercial Companies) category of the
Official List of the FCA and to trading on the London Stock Exchange's Main
Market for listed securities, respectively and (b) listed and traded on the
Main Board of the JSE (together, "Admission"). The New PHP Shares are expected
to be admitted and commencement of dealings to become effective at 8.00 a.m.
(London time) on 14 August 2025, in satisfaction of valid acceptances of the
Revised Offer received by 2.00 p.m. on 12 August 2025.

A further announcement is expected to be made by PHP tomorrow morning
confirming that Admission has become effective.

 

2.   Results of elections under the Mix and Match Facility

Under the Revised Offer, Assura Shareholders had the option to elect for "More
Shares" or "More Cash" under the Mix and Match Facility.  The Mix and Match
Facility is now closed.

PHP now confirms the results of elections under the Mix and Match Facility and
that Assura Shareholders who made valid elections under that facility will
receive the following consideration for each Assura Share for which an
election was made:

 Shareholders who elected for "More Shares"  0.50727295 New PHP Shares

                                             and

                                             No cash
 Shareholders who elected for "More Cash"    0.32381579 New PHP Shares

                                             and

                                             18.987814 pence in cash

As a reminder, Assura Shareholders who did not make elections under the Mix
and Match Facility are entitled to receive 0.3865 New PHP Shares and 12.5
pence in cash for each Assura Share.  Assura Shareholders on Assura's
register at 6.00 p.m. on 12 August 2025 are also entitled to the Special
Dividend of 0.84 pence per Assura Share.

 

3.   Revised Offer remains open for acceptance

Assura Shareholders who have not yet accepted the Revised Offer should note
that the Revised Offer will remain open for acceptance until further notice.
PHP will give at least 14 days' notice by an announcement before the Revised
Offer is closed for acceptances.

4.   Acceptance procedure

Assura Shareholders who have not yet accepted the Revised Offer are urged to
do so as soon as possible in accordance with the actions set out in the
Original Offer Document (as amended by the Revised Offer Document) and, for
holders of Assura Shares in certificated form, in the Second Form of
Acceptance and Election which accompanied the Revised Offer Document. Assura
Shareholders who have not yet accepted the Revised Offer should note that the
Mix and Match is now closed.

If you have any questions about the Original Offer Document or the Revised
Offer Document or are in any doubt as to how to complete the Second Form of
Acceptance and Election (if you hold Assura Shares in certificated form), or
how to make an Electronic Acceptance (if you hold Assura Shares in
uncertificated form), or if you want to request a hard copy of the Original
Combined Circular and Prospectus, the supplementary prospectus issued on 27
June 2025 (the "First Supplementary Prospectus") or the supplementary
prospectus issued on 28 July 2025 (the "Second Supplementary Prospectus", and
together with the First Supplementary Prospectus, the "Supplementary
Prospectuses") or a further copy of the Original Offer Document or the Revised
Offer Document (and/or any information incorporated into them by reference to
another source) please contact the Receiving Agent, Equiniti, on +44 (0) 371
384 2414. Lines are open 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday
(excluding English and Welsh public holidays). Calls to the helpline from
outside the UK 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. The helpline cannot
provide advice on the merits of the Revised Offer nor give any financial,
legal or tax advice.

A soft copy of the Original Offer Document, the Revised Offer Document, the
Prospectus and the Supplementary Prospectuses can also be found at
www.phpgroup.co.uk (http://www.phpgroup.co.uk) and
www.assuraplc.com/investor-relations/shareholder-information/offer-from-php
(http://www.assuraplc.com/investor-relations/shareholder-information/offer-from-php)

5.   General

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).

Enquiries:

 Primary Health Properties Plc                                          +44 (0) 7970 246 725

 Harry Hyman, Non-Executive Chair                                       via Sodali & Co

 Mark Davies, Chief Executive Officer

 Richard Howell, Chief Financial Officer

 Rothschild & Co (Joint Lead Financial Adviser to PHP)                  +44 (0) 207 280 5000

 Alex Midgen

 Alice Squires

 Sam Green

 Nikhil Walia

 Jake Shackleford

 Deutsche Numis (Joint Lead Financial Adviser and Joint Broker to PHP)  +44 (0) 207 260 1000

 Kevin Cruickshank

 Heraclis Economides

 Stuart Ord

 Jack McLaren

 Citi (Joint Financial Adviser to PHP)                                  +44 (0) 20 7986 4000

 Bogdan Melaniuc

 James Ibbotson

 Robert Redshaw

 James Carton

 Michael Mullen

 Peel Hunt (Joint Financial Adviser and Joint Broker to PHP)            +44 (0) 20 7418 8900

 Capel Irwin

 Michael Nicholson

 Henry Nicholls

 Sodali & Co (Communications for PHP)                                   +44 (0) 7970 246 725

 Rory Godson

 Elly Williamson

 Louisa Henry

CMS Cameron McKenna Nabarro Olswang LLP is acting as legal adviser to PHP.

The LEI of PHP is 213800Y5CJHXOATK7X11 and the LEI of Assura is
21380026T19N2Y52XF72.

Further information

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated by the FCA in the United Kingdom, is acting
exclusively as joint lead financial adviser to PHP and for no one else in
connection with the subject matter of this Announcement and will not be
responsible to anyone other than PHP for providing the protections afforded to
its clients or for providing advice in connection with the subject matter of
this Announcement. Neither Rothschild & Co 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 Rothschild & Co in connection with this
Announcement, any statement contained herein or otherwise.

Numis Securities Limited ("Deutsche Numis"), which is authorised and regulated
in the United Kingdom by the FCA in the United Kingdom, is acting exclusively
as joint lead financial adviser to PHP and for no one else in connection with
the subject matter of this Announcement and will not be responsible to anyone
other than PHP for providing the protections afforded to its clients or for
providing advice in connection with the subject matter of this Announcement.
Neither Deutsche Numis 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
Deutsche Numis in connection with this Announcement, any statement contained
herein or otherwise.

Citigroup Global Markets Limited ("Citi"), which is authorised by the PRA and
regulated by the FCA and the PRA in the United Kingdom, is acting exclusively
as joint financial adviser to PHP and for no one else in connection with the
subject matter of this Announcement and will not be responsible to anyone
other than PHP for providing the protections afforded to its clients or for
providing advice in connection with the subject matter of this Announcement.
Neither Citi 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 Citi in
connection with this Announcement, any statement contained herein or
otherwise.

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United
Kingdom by the FCA, is acting exclusively as joint financial adviser to PHP
and for no one else in connection with the subject matter of this Announcement
and will not be responsible to anyone other than PHP for providing the
protections afforded to its clients or for providing advice in connection with
the subject matter of this Announcement. Neither Peel Hunt 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 Peel Hunt in connection with
the matters referred to in 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 is being implemented solely pursuant to the terms of the
Original Offer Document and Revised Offer Document which contains 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 Original Combined Circular and
Prospectus and the Supplementary Prospectuses.

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. PHP has published the Original Combined
Circular and Prospectus and Supplementary Prospectuses containing information
on the New PHP Shares and the Combined Group as well as the Original Offer
Document and Revised Offer Document. PHP urges Assura Shareholders to read the
Original Offer Document, the Revised Offer Document, the Forms of Acceptance
and Election, the Original Combined Circular and Prospectus and Supplementary
Prospectuses carefully because they contain important information in relation
to the Combination, the New PHP Shares and the Combined Group. Any decision by
Assura Shareholders in respect of the Combination should be made only on the
basis of the information contained in the Original Offer Document, the Revised
Offer Document the Original Combined Circular and Prospectus and Supplementary
Prospectuses. PHP urges Assura Shareholders to read the Original Offer
Document, the Revised Offer Document, the Forms of Acceptance and Election,
the Original Combined Circular and Prospectus and Supplementary Prospectuses.

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 availability of the Revised Offer to Assura Shareholders who are not
resident in and citizens of the UK may be affected by the laws of the relevant
jurisdictions in which they are located or of which they are citizens. Persons
who are not resident in the UK should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdictions.

In particular, the ability of persons who are not resident in the United
Kingdom to execute Second Forms of Acceptance and Election in connection with
the Revised Offer; and persons who are not resident in the United Kingdom to
receive New PHP Shares in part consideration pursuant to terms of the
Combination, may be affected by the laws of the relevant jurisdictions in
which they are located. Any failure to comply with the applicable restrictions
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. Further details in relation to
Overseas Shareholders are contained in the Original Offer Document and the
Revised Offer Document.

Unless otherwise determined by PHP or required by the Takeover Code, and
permitted by applicable law and regulation, the Revised Offer will not be made
available, in whole or in part, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws in that
jurisdiction and no person may accept the Revised Offer by any such use,
means, instrumentality or from within a Restricted Jurisdiction or any other
jurisdiction if to do so would constitute a violation of the laws of that
jurisdiction.

Copies of this Announcement and any formal documentation relating to the
Combination are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any Restricted
Jurisdiction and persons receiving such documents (including, without
limitation, agents, custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send it in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported acceptance of
the Revised Offer. Unless otherwise determined by PHP and permitted by
applicable law and regulation, the Revised Offer may not be made, directly or
indirectly, in or into, or by the use of mails or any means or instrumentality
(including, but not limited to, facsimile, e-mail or other electronic
transmission, telex or telephone) of interstate or foreign commerce of, or of
any facility of a national, state or other securities exchange of any
Restricted Jurisdiction, and the Revised Offer may not be capable of
acceptance by any such use, means, instrumentality or facilities.

The New PHP Shares to be issued pursuant to the Revised Offer have not been
and will not be registered under the relevant securities laws of or with any
securities regulatory authority of any Restricted Jurisdiction. Accordingly,
the New PHP Shares may not be offered, sold or delivered, directly or
indirectly, in or into any Restricted Jurisdiction nor to any U.S. Person or
Restricted Overseas Person, except pursuant to exemptions from the
registration requirements of any such jurisdiction.

Further details in relation to Overseas Shareholders are included in the
Original Offer Document and Revised Offer Document and Assura Shareholders are
advised to read carefully the Original Offer Document and Revised Offer
Document.

The Combination is subject to English law, the applicable requirements of the
Companies Act, the Takeover Code, the Panel, the UK Listing Rules, the Market
Abuse Regulation, the FCA, the London Stock Exchange, the Registrar of
Companies, the Johannesburg Stock Exchange, the JSE Listing Requirements and
applicable securities law.

The information contained in this Announcement constitutes factual advice as
contemplated in section 1(3)(a) of the South African Financial Advisory and
Intermediary Services Act, 37 of 2002, as amended ("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, 19 of 2012, as amended)
that any particular transaction in respect of the Combination, 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. PHP 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, 19 of 2012, as
amended.

Notice relating to the United States

This Announcement is not intended to, and does not, constitute or form part of
any offer or invitation 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 Revised Offer or otherwise. The
Combination will be made solely through the Original Offer Document and the
Revised Offer Document which will contain the full terms and conditions of the
Combination, including details of how the Combination may be accepted. Any
acceptance or other response to the Combination should be made only on the
basis of the information in the Original Offer Document and the Revised Offer
Document.

The Combination relates to the shares of an English company and is subject to
UK procedural and disclosure requirements that are different from certain of
those of the United States. The financial statements and other financial
information included in this Announcement have been prepared in accordance
with non-U.S. accounting standards that may not be comparable to the financial
statements of U.S. companies or companies whose financial statements are
prepared in accordance with generally accepted accounting principles in the
United States. It may be difficult for U.S. holders of shares to enforce their
rights and any claims they may have arising under the U.S. federal securities
laws in connection with the Combination, since PHP and Assura are located in
countries other than the United States, and all or some of their officers and
directors may be residents of countries other than the United States. U.S.
holders of shares in PHP or Assura may not be able to sue PHP, Assura or their
respective officers or directors in a non-U.S. court for violations of U.S.
securities laws. Further, it may be difficult to compel PHP, Assura and their
respective affiliates to subject themselves to the jurisdiction or judgment of
a U.S. court.

The New PHP Shares have not been and will not be registered under the U.S.
Securities Act or under the securities laws of any state or other jurisdiction
of the United States and may not be offered, taken up, sold, resold,
delivered, pledged, renounced, distributed or otherwise transferred, directly
or indirectly, in or into the United States or to, or for the account or
benefit of, any U.S. Person except in transactions exempt from, or not subject
to, the registration requirements of the U.S. Securities Act and in compliance
with any applicable securities laws of any state or other jurisdiction of the
United States.

None of the New PHP Shares, the Original Combined Circular and Prospectus, the
Supplementary Prospectus', the Original Offer Document, the Revised Offer
Document, the Second Form of Acceptance or any other offering document has
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 any of those documents or passed upon or endorsed the
merits of the Combination. Any representation to the contrary is a criminal
offence in the United States.

The Combination is being implemented by way of a takeover offer within the
meaning of the Companies Act. The Revised Offer is not be subject to the
disclosure and other procedural requirements of Regulation 14D under the U.S.
Exchange Act. If made into the United States, the Revised Offer will be made
in accordance with applicable requirements of Regulation 14E under the U.S.
Exchange Act. However, the Revised Offer qualifies for "Tier II" exemptions
from the tender offer rules included in Regulation 14E under the U.S. Exchange
Act. Accordingly, the Revised Offer will be subject to disclosure and other
procedural requirements, including with respect to withdrawal rights, offer
timetable, settlement procedures and timing of payments that may be different
from those applicable under U.S. domestic tender offer procedures and law.

No document relating to the Revised Offer or the Combination will be posted
into the United States, but a "qualified institutional buyer" (as such term is
defined in Rule 144A promulgated under the U.S. Securities Act) may be
permitted, at PHP's sole discretion, to participate in the Revised Offer upon
establishing its eligibility as an Eligible U.S. Holder (as defined in the
Original Offer Document (as amended by the Revised Offer Document)). PHP will
require the provision of a letter by Eligible U.S. Holders (and may require
the provision of a letter by subsequent transferees in the United States) with
such acknowledgements, warranties, and representations to and agreements with
PHP, as PHP may require, to, among other things, confirm compliance with
applicable laws as well as other supporting documentation. PHP will refuse to
issue or transfer New PHP Shares to investors that do not meet the foregoing
requirements.

The receipt of consideration pursuant to the Revised Offer by an Eligible U.S.
Holder may be a taxable transaction for U.S. federal income tax purposes and
under applicable U.S. state and local, as well as foreign and other, tax laws.
Each Assura Shareholder is urged to consult its independent professional
adviser immediately regarding the tax consequences of accepting the Revised
Offer.

In accordance with normal United Kingdom market practice and to the extent
permissible under applicable law or regulatory requirements, including Rule
14e-5 under the U.S. Exchange Act (to the extent applicable), PHP and its
affiliates or its brokers and its brokers' affiliates (acting as agents for
PHP or its affiliates, as applicable) may from time to time whilst the Revised
Offer remains open for acceptance make certain purchases of, or arrangements
to purchase, Assura Shares outside the United States otherwise than under the
Revised Offer, such as in the open market or through privately negotiated
purchases. Such purchases, or arrangements to purchase, shall comply with
applicable rules in the United Kingdom and the rules of the London Stock
Exchange. Details about any such purchases will be available from a Regulatory
Information Service and will be available on the London Stock Exchange website
(www.londonstockexchange.com).

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

General

Investors should be aware that PHP may purchase Assura Shares otherwise than
under the Revised Offer, including pursuant to privately negotiated purchases.

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.

Electronic communications

Please be aware that addresses, electronic addresses and certain other
information provided by Assura Shareholders, persons with information rights
and other relevant persons for the receipt of communications from Assura may
be provided to PHP 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.

 

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