REG - Assura plc - Updates relating to the Cash Offer from Sana Bidco

AssuraAnnouncement

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RNS Number : 7060L  Assura PLC  06 June 2025

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE
RELEASE

6 June 2025

 

 

Assura plc

 

Updates relating to the Cash Offer from Sana Bidco Limited

Background

On 9 April 2025, the boards of Sana Bidco Limited ("Bidco") and Assura jointly
announced that they had reached agreement on the terms and conditions of a
recommended cash offer pursuant to which Bidco would acquire the entire issued
and to be issued ordinary share capital of Assura (the "Cash Offer"). Bidco is
a newly formed company indirectly wholly owned by (i) funds advised by
Kohlberg Kravis Roberts & Co. L.P. and its affiliates and (ii) funds
advised by Stonepeak Partners LP and its affiliates. On 14 May 2025, a
circular in relation to the Cash Offer (the "Scheme Document") was posted by
Assura to Assura Shareholders.

On 16 May 2025, Primary Health Properties plc ("PHP") announced its firm
intention to make a share and cash offer for the entire issued and to be
issued ordinary share capital of Assura (the "PHP Offer") under Rule 2.7 of
the Takeover Code.

Adjournment of the Meetings

On 23 May 2025, Assura announced that the Assura Board intended to adjourn the
Court Meeting and the General Meeting (together, the "Meetings") required to
implement the Cash Offer from Bidco. Assura confirms that, on 5 June 2025, the
Meetings were formally adjourned until further notice.

Ongoing due diligence regarding PHP

On 23 May 2025, Assura also announced that it had commenced due diligence in
relation to PHP in order for the Assura Board to determine whether to
recommend the PHP Offer to Assura Shareholders. Assura confirms that this
reciprocal due diligence in relation to PHP remains ongoing. The provision of
due diligence materials continues and Assura is working closely with PHP to
ensure that the process moves forward in a timely manner.

Update on Regulatory Conditions

Assura confirms it has been notified by Bidco that clearances from the State
Administration for Market Regulation of the People's Republic of China, the
Israeli Competition Authority and the Korea Fair Trade Commission have been
received. Accordingly, conditions 3(a), 3(c) and 3(d) set out in Part A of
Part 3 of the Scheme Document have been satisfied. The Cash Offer remains
subject to the satisfaction (or, if applicable, waiver) of the remaining
Conditions set out in Part III of the Scheme Document.

Publication of valuation report

The Scheme Document stated that a valuation report in respect of six
properties located in the Republic of Ireland would be prepared and made
available on Assura's website, for the purposes of Rule 29.1(a) and 29.1(d) of
the Takeover Code, prior to the Meetings. Assura confirms that this report has
been prepared and a copy is now available on Assura's website at
https://www.assuraplc.com/investor-relations/shareholder-information/offer-from-kkr-and-stonepeak.

 

Enquiries:

 

Assura
plc
                                  0161 515
2043

Ed Smith

Jonathan Murphy

Jayne Cottam

 

Lazard (Lead Financial Adviser to
Assura)
                                020 7187 2000

Cyrus Kapadia

Patrick Long

Caitlin Martin

 

Barclays (Joint Corporate Broker and Financial Adviser to
Assura)                          020 7623 2323

Bronson Albery

Callum West

Ronak Shah

 

Stifel (Joint Corporate Broker and Financial Adviser to
Assura)                                020 7710
7600

Mark Young

Jonathan Wilkes-Green

Catriona Neville

 

FGS Global (PR Adviser to Assura)
 
        020 7251 3801

Gordon Simpson

Grace Whelan

Interpretation

Capitalised terms in this announcement, unless otherwise defined, have the
same meaning as set out in the Scheme Document, a copy of which is available
on Assura's website at
https://www.assuraplc.com/investor-relations/shareholder-information/offer-from-kkr-and-stonepeak.

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

 

Lazard & Co., Limited ("Lazard") and Stifel Nicolaus Europe Limited
("Stifel"), which are authorised and regulated in the United Kingdom by the
Financial Conduct Authority (the "FCA") and Barclays Bank PLC ("Barclays")
which is authorised by the Prudential Regulation Authority ("PRA") and
regulated in the United Kingdom by the FCA and the PRA, are acting exclusively
as lead financial adviser, joint corporate broker and financial adviser, and
joint corporate broker and financial adviser, respectively, to Assura and no
one else in connection with the PHP Offer or the Cash Offer and will not be
responsible to anyone other than Assura for providing the protections afforded
to clients of Lazard or Barclays or Stifel nor for providing advice in
relation to the PHP Offer, the Cash Offer or any other matters referred to in
this announcement. None of Lazard, Barclays or Stifel or any of their
respective 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 theirs in
connection with the PHP Offer or the Cash Offer, this announcement, any
statement contained herein or otherwise.

 

In accordance with the Code, normal United Kingdom market practice and Rule
14e-5(b) of the Exchange Act, Barclays and its affiliates will continue to act
as exempt principal trader in Assura plc on the London Stock Exchange. These
purchases and activities by exempt principal traders which are required to be
made public in the United Kingdom pursuant to the Code will be reported to a
Regulatory Information Service and will be available on the London Stock
Exchange website at www.londonstockexchange.com. This information will also be
publicly disclosed in the United States to the extent that such information is
made public in the United Kingdom.

 

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 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
https://www.assuraplc.com/investor-relations/shareholder-information
(https://www.assuraplc.com/investor-relations/shareholder-information) 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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