REG - Primary Health Props Assura plc - Offer Document, Combined Circular and Prospectus

AssuraAnnouncement

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RNS Number : 8499M  Primary Health Properties PLC  13 June 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 OFFER OR THE
NEW PHP SHARES SHOULD BE MADE EXCEPT ON THE BASIS OF INFORMATION IN THE OFFER
DOCUMENT AND THE COMBINED CIRCULAR AND PROSPECTUS.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE

13 June 2025

Shares and cash offer

by

Primary Health Properties Plc

for

Assura Plc

to be implemented by means of a takeover offer

under Part 28 of the Companies Act 2006

 

Publication and Posting of Offer Document and Combined Circular and Prospectus

Notice of General Meeting of Primary Health Properties Plc

Expected timetable of events

On 16 May 2025, PHP announced the terms of a shares and cash offer pursuant to
which PHP will acquire the entire issued, and to be issued, ordinary share
capital of Assura.

Capitalised terms used in this announcement (the "Announcement"), unless
otherwise defined, have the same meanings as set out in the Offer Document. On
13 June 2025, PHP announced responses to certain assertions made by the Assura
Board, an amendment to the Acceptance Condition to the Offer and PHP's consent
should the Assura Board declare a special dividend to Assura Shareholders
conditional on the Offer becoming Unconditional.

Publication of the Offer Document and Combined Circular and Prospectus

The PHP Directors are pleased to announce that:

 ·             the Offer Document, containing, among other things, a letter from the
               Non-executive Chair of PHP, the full terms of the Offer, an expected timetable
               of principal events and details of the action to be taken by Assura
               Shareholders has been published and posted to Assura Shareholders; and
 ·             the Combined Circular and Prospectus, containing among other things, a letter
               from the Non-executive Chair of PHP, information on PHP and the New PHP
               Shares, an expected timetable of principal events, notice of a general meeting
               of PHP Shareholders to be held at 9.00 a.m. on 1 July 2025 at the offices of
               CMS Cameron McKenna Nabarro Olswang LLP at Cannon Place, 78 Cannon Street,
               London EC4N 6AF in relation to the Combination and details of the action to be
               taken by PHP Shareholders, has been approved by the FCA and published and
               posted to both Assura Shareholders and PHP Shareholders.

A copy of the Offer Document and the Combined Circular and Prospectus will
shortly be available on PHP's website at www.phpgroup.co.uk
(http://www.phpgroup.co.uk) .

A copy of the Combined Circular and Prospectus has also been submitted to the
National Storage Mechanism and will shortly be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Timetable

The Offer Document contains an expected timetable of principal events in
relation to the Offer as follows:

Each of the times and dates in the table below is indicative only and may be
subject to change.((1)) References to a time of day are to London time.

 

 Publication and posting of the Offer Document, the Combined Circular and        13 June 2025
 Prospectus and the Form of Acceptance and Election
 PHP General Meeting                                                             9:00 a.m. on 1 July 2025
 Last Business Day on and time at which Assura Shareholders can accept the       1:00 p.m. on 12 August 2025
 Offer (unless extended) ((2))
 Latest date and time by which the Offer may be declared or become               Midnight on 12 August 2025
 unconditional (i.e. "Day 60") ((3)(4)(5))
 Admission of, and dealings (for normal settlement) commence in New PHP Shares   By or as soon as possible after 8:00 a.m. on the Business Day following the
 on the London Stock Exchange                                                    Unconditional Date or such other date as announced by PHP
 New PHP Shares issued and credited to CREST accounts                            No later than 14 days after the Unconditional Date
 Long Stop Date in relation to the Offer((6))                                    16 December 2025
 Despatch of share certificates in respect of New PHP Shares and cheques in      No later than 14 calendar days after the Unconditional Date
 respect of fractional entitlements to New PHP Shares (where applicable) and
 payment of cash consideration to Assura Shareholders pursuant to the terms of
 the Offer

Notes:

 

(1)    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). Shareholders should in particular note that there is an increased
likelihood of the dates and times changing due to there being more than one
offer for Assura, and the Panel is expected to determine an offer timetable
and "Day 60" for both offers in due course. If any of the times and/or dates
above change, the revised times and/or dates will be announced via a
Regulatory Information Service.

(2)    The Offer is initially open for acceptance until 1.00 p.m. (London
time) on 12 August 2025. Subject to the consent of the Panel, PHP reserves the
right (but shall not be obliged, other than as may be required by the Takeover
Code) at any time or from time to time to extend the Offer after such time.
PHP also reserves the right to bring forward the date by which all the
Conditions must be satisfied or waived (and therefore shorten the period for
which the Offer is open for acceptance) by publishing an Acceleration
Statement in accordance with the requirements of the Takeover Code, specifying
a new Unconditional Date. PHP also has the right to seek to invoke the
Acceptance Condition so as to cause the Offer to lapse by publishing an
Acceptance Condition Invocation Notice ("ACIN") in accordance with the
requirements of the Takeover Code. In such circumstances, PHP will make an
announcement of the new date by which the Form of Acceptance and Election must
be received in order to be taken into account for purposes of determining the
level of acceptances and/or whether the Acceptance Condition has been
satisfied.

(3)    If the Offer becomes or is declared Unconditional, PHP will keep the
Offer open for acceptances for at least 14 days following such date.

(4)    The Offer shall lapse unless all of the Conditions have been
fulfilled (or, where permitted, waived) by midnight on the earlier of the
Unconditional Date and the Long Stop Date (subject to the rules of the
Takeover Code and, where applicable, the consent of the Panel).

(5)    If the Offer becomes or is declared Unconditional and PHP receives
acceptances of the Offer in respect of, and/or otherwise acquires, 90% or more
in nominal value of the Assura Shares to which the Offer relates, PHP intends
to exercise its rights pursuant to the statutory squeeze-out provisions of
Chapter 3 of Part 28 of the Companies Act to acquire compulsorily, on the same
terms as the Offer, the remaining Assura Shares to which the Offer relates in
respect of which the Offer has not at such time been accepted. If the Offer
becomes or is declared Unconditional, PHP will keep the Offer open for
acceptances for at least 14 days following the date on which the Offer becomes
or is declared Unconditional.

(6)    The Long Stop Date is 16 December 2025, or such later date as may be
agreed by PHP and, if required, the Panel may allow

 

Action to be taken by Assura Shareholders

Details of actions for Assura Shareholders to take are set out in the Offer
Document and, for holders of Assura Shares in certificated form, in the
accompany Form of Acceptance and Election. If you have any questions about the
Offer Document or are in any doubt as to how to complete the 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 Combined
Circular and Prospectus or a further copy of this Offer Document (and/or any
information incorporated into it 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 Offer nor give any financial, legal or tax advice.

Amendment to the terms of the PHP Financing Arrangements

On 13 June 2025, PHP entered into an amendment confirmation letter in relation
to the Facilities Agreement with The Royal Bank of Scotland plc (in its
capacity as agent on behalf of the other finance parties) pursuant to which
the definition of "Minimum Acceptance Level" in the Facilities Agreement was
amended from not less than 75% to 50% plus one Assura Share. This definition
sets the minimum level at which PHP is permitted under the terms of the
Facilities Agreement to declare its Offer to be unconditional (which is a
requirement before any loans can be borrowed under the Facilities Agreement).
A copy of this letter will be made available on PHP's website at
www.phpgroup.co.uk in accordance with Rule 26 of the Takeover Code.

 

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
 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
 Ben Stoop
 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 person responsible for arranging the release of this Announcement on
behalf of PHP is Toby Newman, Company Secretary.

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 will be implemented solely pursuant to the terms of the Offer
Document (or, if the Combination is implemented by way of a Scheme, the Scheme
Document) which will contain the full terms and conditions of the Combination,
including details of how to accept the Offer. Any decision or response in
relation to the Combination, or if the Combination is implemented by way of a
Scheme, any vote in respect of the Scheme should be made only on the basis of
the information contained in the Offer Document (or, if the Combination is
implemented by way of a Scheme, the Scheme Document) and the Combined Circular
and 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. PHP has published the Combined Circular and
Prospectus containing information on the New PHP Shares and the Combined Group
as well as the Offer Document. PHP urges Assura Shareholders to read the Offer
Document, the Form(s) of Acceptance, the Form of Election and the Combined
Circular and Prospectus 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 Offer Document, the
Form(s) of Acceptance, the Form of Election and the Combined Circular and
Prospectus.

PHP also urges PHP Shareholders to read the Combined Circular and Prospectus
as it contains important information relating to the Combination. Any
approval, decision or other response to the Combination by PHP Shareholders
should be made only on the basis of the information in the Combined Circular
and Prospectus.

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 South Africa, 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 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 Form(s) of Acceptance or the Form of Election in connection
with the 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 will be contained in the Offer Document (or, if the
Combination is implemented by way of a Scheme, the Scheme Document).

Unless otherwise determined by PHP or required by the Takeover Code, and
permitted by applicable law and regulation, the 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 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 Offer. Unless otherwise determined by PHP and permitted by applicable law
and regulation, the 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 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 Offer have not been and will
not be registered under the 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 Offer
Document (or, if the Combination is implemented by way of a Scheme, will be
included in the Scheme Document) and Assura Shareholders are advised to read
carefully the Offer Document (or Scheme Document, as applicable).

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 document 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 Offer or otherwise. The
Combination will be made solely through the Offer Document or, if PHP elects
to switch to a Scheme, a scheme 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 Offer Document or scheme
document (as appropriate).

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 document 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 Combined Circular and Prospectus, the Offer
Document, the 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.

It is intended that the Combination will be implemented by way of a takeover
offer within the meaning of the Companies Act. The Offer will 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 Offer will be made
in accordance with applicable requirements of Regulation 14E under the U.S.
Exchange Act. However, the Offer will qualify for "Tier II" exemptions from
the tender offer rules included in Regulation 14E under the U.S. Exchange Act.
Accordingly, the 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.

PHP reserves the right to elect, with the consent of the Panel (where
necessary), to implement the Combination by way of a Court-sanctioned scheme
of arrangement in accordance with Part 26 of the Companies Act. A Scheme is
not subject to the tender offer rules under the U.S. Exchange Act and
therefore would be subject to the disclosure requirements and practices
applicable in the UK to schemes of arrangement which differ from the
disclosure requirements of the U.S. tender offer rules. If the Combination is
implemented by way of a scheme of arrangement, the New PHP Shares would be
expected to be issued in reliance upon the exemption from the registration
requirements of the U.S. Securities Act provided by Section 3(a)(10) of the
U.S. Securities Act. Section 3(a)(10) exempts securities issued in exchange
for one or more outstanding securities from the general requirements of
registration where the terms and conditions of the issuance and exchange of
such securities have been approved by a court, after a hearing on the fairness
of the terms and conditions of the issuance and exchange at which all persons
to whom such securities will be issued have the right to appear and be heard.
The Court would hold a hearing on the Scheme's fairness to Assura
Shareholders, at which hearing all such shareholders would be entitled to
attend in person or through counsel. If the Combination is implemented by way
of a Scheme, a person who receives New PHP Shares pursuant to the Scheme and
who is an affiliate of PHP may not resell such securities without registration
under the U.S. Securities Act or pursuant to the applicable resale provisions
of Rule 144 under the U.S. Securities Act or another applicable exemption from
registration or in a transaction not subject to registration (including a
transaction that satisfies the applicable requirements of Regulation S under
the U.S. Securities Act). Whether a person is an affiliate of a company for
the purposes of the U.S. Securities Act depends on the circumstances, but
affiliates can include certain officers, directors and significant
shareholders. Persons who believe that they may be affiliates of PHP should
consult their own legal advisers prior to any sale of securities received
pursuant to the Scheme.

No document relating to the 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 Offer upon establishing its
eligibility as an Eligible U.S. Holder (as defined in this 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 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 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 broker's affiliates (acting as agents for
PHP or its affiliates, as applicable) may from time to time whilst the Offer
remains open for acceptance make certain purchases of, or arrangements to
purchase, Assura Shares outside the United States otherwise than under the
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).

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
pursuant to Rule 26 of the Takeover Code will be available at
www.phpgroup.co.uk 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 Offer or any scheme of arrangement, 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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