REG - Assura plc Kohlberg Kravis R. - Statement re Possible Offer from KKR

AssuraAnnouncement

18/02/2025 07:15

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RNS Number : 4299X  Assura PLC  18 February 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

 

THIS IS AN ANNOUNCEMENT OF A POSSIBLE OFFER FALLING UNDER RULE 2.4 OF THE CITY
CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN
ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE.
THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

 

FOR IMMEDIATE RELEASE

 

18 February 2025

 

Statement re Possible Offer from Kohlberg Kravis Roberts & Co. Partners
L.L.P. ("KKR")

 

The Board of Assura plc ("Assura" or the "Company") notes the announcement
from KKR yesterday relating to the indicative, non-binding proposal that it
submitted to the Assura Board on 13 February 2025 regarding a possible cash
offer for the entire issued share capital of the Company at 48 pence per share
(the "Proposal").

 

The Board confirms that it considered the Proposal carefully with its advisers
and concluded that it materially undervalued the Company and its prospects and
therefore rejected it unanimously. No further proposal from KKR has been
received.

 

The Board of Assura also notes the announcement yesterday from USS Investment
Management Limited (as agent for and on behalf of Universities Superannuation
Scheme Limited (acting in its capacity as sole corporate trustee of the
Universities Superannuation Scheme)) ("USSIM") of its intention not to make an
offer for Assura, as part of a consortium with KKR or otherwise, other than in
the circumstances set out in USSIM's announcement.

 

The Board remains confident in the long-term prospects of the Company and
believes that Assura is strongly positioned to create value for shareholders.

 

Shareholders are advised to take no action.

 

A further announcement will be made as appropriate.

 

Under Rule 2.6(a) of the Code, KKR must by no later than 5.00 p.m. on 14 March
2025, either announce a firm intention to make an offer for Assura in
accordance with Rule 2.7 of the Code or announce that it does not intend to
make an offer, in which case the announcement will be treated as a statement
to which Rule 2.8 of the Code applies. This deadline will only be extended
with the consent of the Panel in accordance with Rule 2.6(c) of the Code.

 

This announcement has been made without the consent of KKR.

 

 

Enquiries:

 

Assura
plc
 
      0161 515 2043

Ed Smith

Jonathan Murphy

Jayne Cottam

 

Lazard (Sole Financial
Adviser)
 
                                      0207
187 2000

Cyrus Kapadia

Patrick Long

Caitlin Martin

 

FGS Global (PR Adviser)
 
                           0207 251 3801

Gordon Simpson

Grace
Whelan
 

 

Important notice

The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law and therefore any
persons who are subject to the laws of any jurisdiction other than the United
Kingdom should inform themselves about, and observe, any applicable
requirements. Any failure to comply with such requirements may constitute a
violation of the securities laws of any such jurisdiction. The information
disclosed in this announcement may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance with the
laws and regulations of any jurisdiction outside of the United Kingdom. This
announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities or a solicitation of an offer to buy any
securities pursuant to this announcement or otherwise in any jurisdiction in
which such offer or solicitation is unlawful.

 

Inside information

 

The information contained within this announcement is deemed by Assura to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) No.596/2014 (as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018). On the publication of this announcement
via a Regulatory Information Service, such information is now considered to be
in the public domain.

For the purposes of MAR, this announcement is being made on behalf of Assura
by Orla Ball, Company Secretary.

 

Notices related to the financial adviser

 

Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority (the "FCA"), is acting
exclusively as financial adviser to Assura and no one else in connection with
the Possible Offer 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 the Possible Offer 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 the Possible Offer, this
announcement, any statement contained herein or otherwise.

 

Disclosure requirements of the Code

 

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified.

 

An Opening Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant securities
of each of (i) the offeree company and (ii) any securities exchange
offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a)
applies must be made by no later than 3.30 pm (London time) on the 10th
business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th business day
following the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of the
offeree company or of a securities exchange offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing Disclosure.

 

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror, save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the business day following the date of the relevant dealing.

 

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

 

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

 

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website
at www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. If you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0) 20 7638 0129.

 

Rule 2.9 disclosure

 

In accordance with Rule 2.9 of the Code, as at the close of business
on 14 February 2025 (being the business day prior to the date of this
announcement), Assura confirms that it had in issue 3,250,608,887 ordinary
shares of 10 pence per share, each with voting rights and admitted to trading
on the Main Market of the London Stock Exchange under the ISIN code
GB00BVGBWW93.

 

Rule 26.1 information

 

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
made available free of charge, subject to certain restrictions relating to
persons resident in restricted jurisdictions, on Assura's website
at www.assuraplc.com/investor-relations no later than 12 noon (London time)
on the business day following the date of this announcement.

 

For the avoidance of doubt, the contents of the website referred to in this
announcement are not incorporated into, and do not form part of, this
announcement.

 

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