REG - Primary Health Props Assura plc - Revised Offer Declared Wholly Unconditional

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RNS Number : 0449V  Primary Health Properties PLC  12 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 PROSPECTUSES.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE

12 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

 

REVISED OFFER DECLARED WHOLLY UNCONDITIONAL

 

1. Introduction

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").

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

PHP is pleased to declare that the Revised Offer is now Unconditional in all
respects. Further details are set out below.

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

2. Acceptance level update

In accordance with Rule 17 of the Takeover Code, PHP is pleased to announce
that as at 1.00 p.m. (London time) on 12 August 2025, PHP had received valid
acceptances of the Revised Offer in respect of 2,049,296,826 Assura Shares,
representing approximately 62.93 per cent. of the issued ordinary share
capital of Assura.

Assura Shareholders are reminded that, as a summary and subject to the fuller
description in the Original Offer Document (as amended by the Revised Offer
Document), the Acceptance Condition would be satisfied if valid acceptances of
the Revised Offer were received (and not validly withdrawn) by no later than
1.00 p.m. (London time) on 12 August 2025 (or such later time(s) and/or
date(s) as PHP may, with the consent of the Panel where required, decide) in
respect of such number of Assura Shares as would, when aggregated with any
Assura Shares acquired or unconditionally agreed to be acquired (whether
pursuant to the Revised Offer or otherwise) represent Assura Shares carrying
more than 50 per cent. (50%) of the voting rights then normally exercisable at
a general meeting of Assura Shareholders.

As at 1.00 p.m. (London Time) on 12 August 2025, PHP had received valid
acceptances of the Revised Offer in respect of 2,049,296,826 Assura Shares,
representing approximately 62.93 per cent. of the issued ordinary share
capital of Assura, which PHP counted towards satisfaction of the Acceptance
Condition to its Revised Offer.

So far as PHP is aware, included within the valid acceptances of the Revised
Offer received by PHP, valid acceptances in respect of 617,800 Assura Shares
have been received from persons acting in concert with PHP, being Ian Krieger,
a non-executive director of PHP who holds 397,300 Assura Shares and his wife,
Caron Krieger, who holds 220,500 Assura Shares, each through an ISA.

3. Revised Offer Unconditional

PHP therefore confirms that the Acceptance Condition has been satisfied.

Furthermore, PHP confirms that all remaining Conditions to the Revised Offer
as set out in Part III of the Revised Offer Document have been satisfied or,
where applicable, waived.

As a result, PHP is pleased to declare that the Revised Offer is now
Unconditional in all respects.

In accordance with the terms of the Revised Offer, withdrawal rights have now
ceased to be exercisable.

4. Special Dividend

As the Revised Offer has now been declared Unconditional by PHP, the Special
Dividend of 0.84 pence per Assura Share which was declared by Assura,
conditional on the Revised Offer becoming Unconditional, shall be paid to all
Assura Shareholders on the register at 6.00 p.m. (London time) on today's date
(which shall be the record time for the Special Dividend) (the "Record Time").
Settlement of the Special Dividend shall take place within 14 calendar days of
today's date.

A separate announcement with additional information concerning shares held on
the Johannesburg Stock Exchange will be published via the SENS system.

5. Mix and Match Facility

PHP also hereby gives notice that the Mix and Match Facility is now closed and
that Assura Shareholders who have not yet elected to receive either the "More
Shares" option or the "More Cash" option under the Mix and Match Facility
shall now not be able to elect for either of the options under the Mix and
Match Facility and shall instead all receive the Base Consideration, being
0.3865 New PHP Shares,12.5 pence in cash and (provided such Assura
Shareholders are on the register at the Record Time) the Special Dividend.

6. Controlling shareholder

Given that the Revised Offer has now been declared unconditional by PHP, PHP
now has significant control over Assura and is in a position to ensure the
approval, or rejection of ordinary resolutions of Assura and determine the
overall strategy of the Assura Group, subject to any restrictions required by
the CMA pending the outcome of its review of the Combination under section
96(1) of the Enterprise Act 2002.

7. Interests in securities

Save as disclosed in this Announcement, as at the close of business on 11
August 2025 (being the last Business Day prior to the date of this
Announcement), neither PHP nor any PHP Director, nor so far as the PHP
Directors are aware any other person acting, or deemed to be acting, in
concert with PHP:

a)   had an interest in, or right to subscribe for, relevant securities in
Assura;

b)   had any short position in (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 right to require another
person to purchase or take delivery of, relevant securities of Assura;

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

d)   had borrowed or lent any Assura Shares.

Furthermore, neither PHP nor any PHP Director nor, so far as the PHP Directors
are aware, any other person acting, or deemed to be acting, in concert with
PHP is party to any arrangement in relation to relevant securities of Assura.
For these purposes, an "arrangement" includes any indemnity or option
arrangement, any agreement or any understanding, formal or informal, of
whatever nature, relating to Assura Shares which may be an inducement to deal
or refrain from dealing in such securities as detailed in Note 11 on the
definition of acting in concert in the Takeover Code.

As at 11 August 2025 (being the last Business Day prior to the date of this
Announcement), Ian Krieger holds 397,300 Assura Shares and Caron Krieger holds
220,500 Assura Shares, each through an ISA, and in respect of which they have
procured the acceptance of the Revised Offer.

8. Irrevocable Undertakings

Given that the Revised Offer has now been declared unconditional by PHP, it is
noted that the irrevocable undertakings given by Assura directors to Sana
Bidco Limited to accept or procure acceptance of the offer for the entire
issued and to be issued share capital of Assura by Sana Bidco Limited have
lapsed in accordance with their terms.

9. 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.

10. 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.

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)

11. Admission of New PHP Shares

Applications (a) have been made to the FCA and to the London Stock Exchange
for the New PHP Shares to be issued under the Revised Offer to Assura
Shareholders who validly accepted the Revised Offer prior to 1.00 p.m. on 12
August 2025 to be 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) will be
made to the JSE for those New PHP Shares to be listed and traded on the Main
Board of the JSE.

Admission of the New PHP Shares in respect of which valid acceptances of the
Revised Offer were received prior to 1.00 p.m. on 12 August 2025 to (a) 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) trading on the Main Board of the JSE is
expected to take place at 8.00 a.m. (UK time) / 10.00 a.m. (South African
time) on 14 August 2025.  PHP will announce the exact number of these New PHP
Shares in due course.

Further applications will be made to the FCA, London Stock Exchange and JSE
respectively, in relation to further issues of New PHP Shares required to
settle the consideration to which any Assura Shareholder is entitled to
receive under the Revised Offer whilst it remains open for acceptances.

12. Settlement

In the case of acceptances received, complete in all respects by 1.00 p.m.
(London time) on 12 August 2025, settlement of the consideration to which any
Assura Shareholder is entitled under the Revised Offer will be effected as
follows ("First Settlement"):

 Admission of New PHP Shares                                                    8.00 a.m. on 14 August 2025
 New PHP Shares issued and credited to CREST accounts                           8.00 a.m. on 14 August 2025
 Payment of cash consideration to Assura Shareholders pursuant to the terms of  By 26 August 2025
 the Revised Offer (CREST accounts credited with cash consideration and/or
 despatch of cheques to relevant Assura Shareholders)
 Despatch of share certificates in respect of New PHP Shares and cheques in     By 26 August 2025
 respect of fractional entitlements to New PHP Shares (where applicable)

 

In the case of further acceptances received while the Revised Offer remains
open, complete in all respects, settlement of the consideration to which any
Shareholder is entitled under the Revised Offer will be effected on a
timetable similar to that executed for the First Settlement and, in any event,
within 14 calendar days of such receipt.

13. Delisting, cancellation of trading and re-registration

Assura Shareholders are reminded that, as stated in the Original Offer
Document (as amended by the Revised Offer Document), now that the Revised
Offer has become unconditional and if PHP, by virtue of the Assura Shares it
holds, and, if any, the Assura Shares it has contracted to acquire, whether by
way of acceptances of the Revised Offer or otherwise, acquired or agreed to
acquire Assura Shares carrying 75 per cent. (75%) or more of the voting rights
of Assura (or the appropriate special resolutions are otherwise passed), it is
intended that PHP shall procure that Assura makes a request to:

·      the FCA and the London Stock Exchange respectively to cancel the
listing and trading of the Assura Shares on the Equity Shares (Commercial
Companies) category of the Official List and Main Market of the London Stock
Exchange; and

·      the JSE for the cancellation of the listing and trading of the
Assura Shares on the Main Board of the JSE.

It is anticipated that, subject to any applicable requirements of the London
Stock Exchange or the JSE, cancellation of admission to trading of Assura
Shares on the Main Market of the London Stock Exchange shall take effect no
earlier than the date that is 20 Business Days after the date on which PHP has
announced that it has acquired or agreed to acquire 75 per cent. (75%) of the
voting rights attaching to the Assura Shares. The cancellation of the LSE
listing would significantly reduce the liquidity and marketability of any
Assura Shares not assented to the Revised Offer at that time, following which
all Assura Shares will be suspended from the Official List and from trading on
the Main Market of the London Stock Exchange and the Assura Shares will be
disabled in CREST. No transfers will be registered after 6.00 p.m. (London
time) on that date.

PHP and Assura will engage with the JSE to confirm the process for delisting
from the Main Board of the JSE and will provide an update on this process in
due course.

Following the delisting and cancellation of admission to trading of the Assura
Shares on the Main Market of the London Stock Exchange and the delisting and
cancellation of trading of the Assura Shares on the Main Board of the JSE, it
is intended that Assura will be re-registered as a private limited company as
soon as practicable.

Delisting of the Assura Shares and the re-registration of Assura as a private
limited company will significantly reduce the liquidity and marketability of
any Assura Shares. Any remaining Assura Shareholders 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 Revised Offer.

14. Compulsory acquisition

If PHP receives acceptances under the Revised Offer in respect of, and/or
otherwise acquires, 90 per cent. (90%) or more of the Assura Shares to which
the Revised Offer relates, PHP intends to exercise its rights pursuant to the
provisions of Chapter 3 of Part 28 of the Companies Act to acquire
compulsorily any Assura Shares not acquired or agreed to be acquired by or on
behalf of PHP pursuant to the Revised Offer or otherwise on the same terms as
the Revised Offer, except that for all Assura Shareholders located or resident
in the Republic of South Africa, the cash consideration will be paid in Rand
with such consideration being converted into Rand at the GBP/ZAR Exchange
Rate. The cash consideration in the GBP/ZAR Exchange Rate will be communicated
to Assura Shareholders by the Currency Exchange Announcement on SENS at the
relevant time.

15. Co-operation agreement and co-operation loan agreement

PHP and Assura have today entered into a co-operation agreement in relation to
the Combination (the "Co-operation Agreement"), pursuant to which, amongst
other things (and always subject to any hold separate undertakings imposed by
the CMA): (i) Assura and PHP have agreed to co-operate and share information
(within the confines of any hold separate undertakings and subject to law and
regulation) to ensure the satisfaction of the Regulatory Conditions (as
defined in the Co-operation Agreement) and/or to obtain clearance of the
Combination from the CMA; (ii) PHP has agreed to provide Assura with financial
support in the form of one or more unsecured loans covering the payment of
Assura's transaction costs and, the payment of the Special Dividend (to the
extent required) the repayment of certain debt instruments issued by Assura;
(iii) PHP has agreed to certain undertakings in respect of the New PHP Shares
and conduct of PHP's business; and (iv) Assura and PHP have agreed to
co-operate in order to implement certain proposals in relation to the Assura
Share Plans and other employee related matters. The Co-operation Agreement
will terminate if either: (i) the parties agree so in writing; or (ii) (at
Assura's election) PHP breaches the provisions in relation to the conduct of
PHP's business in any material respect.

PHP and Assura have further entered into a co-operation loan agreement (the
"Co-operation Loan Agreement") today, pursuant to which PHP has agreed to make
available to Assura a loan facility with an aggregate principal amount of up
to approximately £421.9 million. As agreed in the Co-operation Agreement, the
purpose of the facility is to fund: (i) the payment of Assura's transaction
costs; (ii) the payment of the Special Dividend; and (iii) the repayment of
certain debt instruments of Assura (to the extent required). The Co-operation
Loan Agreement also contains provisions in respect of the pass-through of
certain disposal proceeds (subject to any restrictions imposed by hold
separate undertakings). The Co-operation Loan Agreement will terminate in
certain circumstances, including if either: (i) PHP ceases to hold a majority
of the shares in Assura; or (ii) the underlying Facility B terminates in
accordance with the terms of the Facilities Agreement.

Copies of the Co-operation Agreement and the Co-operation Loan Agreement will
shortly be available, subject to certain restrictions relating to persons in,
or resident in, Restricted Jurisdictions, on PHP's website at
https://www.phpgroup.co.uk/investors/offer-for-assura-plc/ and Assura's
website at
https://www.assuraplc.com/investor-relations/shareholder-information/offer-from-php.

16. General

The calculations in this Announcement are based upon the issued share capital
of 3,256,393,191 Assura Shares in issue at 6.00 p.m. (London time) on the last
Business Day prior to this Announcement.

 

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

 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

 Assura plc                                                                    +44 (0) 161 515 2043

 Ed Smith, Non-Executive Chair

 Jonathan Murphy, Chief Executive Officer

 Jayne Cottam, Chief Financial Officer

 Lazard (Lead Financial Adviser to Assura)                                     +44 (0) 20 7187 2000

 Cyrus Kapadia

 Patrick Long

 Caitlin Martin

 Barclays Bank PLC (Joint Corporate Broker and Financial Adviser to Assura)    +44 (0) 20 7623 2323

 Bronson Albery

 Callum West

 Ronak Shah

 Stifel Nicolaus Europe Limited (Joint Corporate Broker and Financial Adviser  +44 (0) 20 7710 7600
 to Assura)

 Mark Young

 Jonathan Wilkes-Green

 Catriona Neville

 FGS Global (PR Adviser to Assura)                                             +44 (0) 20 7251 3801

 Gordon Simpson                                                                Assura-LON@fgsglobal.com

 Anjali Unnikrishnan

 Grace Whelan

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

Travers Smith LLP is acting as legal adviser to Assura.

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

The person responsible for arranging the release of this announcement on
behalf of PHP is Toby Newman, Company Secretary.

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.

Lazard & Co., Limited ("Lazard"), which is authorised and regulated by the
FCA in the United Kingdom, is acting exclusively as lead financial adviser to
Assura and no one else in connection with the Combination and will not be
responsible to anyone other than Assura for providing the protections afforded
to clients of Lazard nor for providing advice in relation to this Announcement
or any other matters referred to in this Announcement. Neither Lazard nor any
of its affiliates (nor any of their respective directors, officers, employees
or agents), owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Lazard in connection with this
Announcement, any statement contained herein or otherwise.

Barclays Bank PLC ("Barclays"), which is authorised by the PRA and regulated
by the FCA and the PRA in the United Kingdom, is acting exclusively as joint
corporate broker and financial adviser to Assura and no one else in connection
with this Announcement and will not be responsible to anyone other than Assura
for providing the protections afforded to clients of Barclays nor for
providing advice in relation to the Combination or any other matters referred
to in this Announcement. Neither Barclays nor any of its affiliates (nor any
of their respective directors, officers, employees or agents), owes or accepts
any duty, liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any person who is
not a client of Barclays in connection with this Announcement, any statement
contained herein or otherwise.

Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated
by the FCA in the United Kingdom, is acting exclusively as joint corporate
broker and financial adviser to Assura and no one else in connection with this
Announcement and will not be responsible to anyone other than Assura for
providing the protections afforded to clients of Stifel nor for providing
advice in relation to the Combination or any other matters referred to in this
Announcement. Neither Stifel nor any of its affiliates (nor any of their
respective directors, officers, employees or agents), owes or accepts any
duty, liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any person who is
not a client of Stifel in connection with this Announcement, any statement
contained herein or otherwise.

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 Prospectuses, 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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