Completion of Squeeze-out Procedure

Primary Health Properties

15/10/2025 15:30

RNS Number : 5395D

Primary Health Properties PLC

15 October 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.

FOR IMMEDIATE RELEASE

15 October 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

 

Completion of Squeeze-out Procedure and Application for Admission of New PHP Shares

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

 

Further to the announcement by PHP on 27 August 2025, PHP has exercised the procedure under sections 974-991 of the Companies Act 2006 (the "Act") to acquire, on a compulsory basis, the balance of the Assura Shares for which acceptances had not been received pursuant to the Revised Offer by the final closing date of 13 October 2025 (the "Compulsory Acquisition Process"). PHP announces that it has completed the Compulsory Acquisition Process and that application has been made today by PHP for 24,950,071 New PHP Shares to be (a) admitted to the Equity Shares (Commercial Companies) category of the Official List of the FCA and to trading on the London Stock Exchange's Main Market for listed securities, respectively and (b) listed and traded on the Main Board of the JSE (together, "Admission"). The New PHP Shares are expected to be admitted and commencement of dealings to become effective at 8.00 a.m. (London time) on 16 October 2025 (i) in satisfaction of valid elections under the mix and match facility which was available during under the Compulsory Acquisition Process, and (ii) otherwise in satisfaction of the rights of Assura Shareholders whose Assura Shares were otherwise compulsorily acquired under the Compulsory Acquisition Process ("Residual Assura Shareholders") and which will  be held by Assura as trustee on behalf for the Residual Assura Shareholders until such time as they are transferred to such persons. 

 

Equiniti will shortly write to Residual Assura Shareholders to explain how they may apply to Assura to claim the consideration due to them.

 

Any New PHP Shares which would otherwise be attributable to Residual Assura Shareholders who are in Restricted Territories will not be issued to Assura to hold on behalf of those shareholders but will be sold in the market and the net proceeds retained for those Residual Assura Shareholders, other than Residual Assura Shareholders in South Africa, whose aggregate net proceeds from such sale, together with their cash entitlement per Assura Share, will be remitted to them through Strate on or around 22 October 2025.

 

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

 

There have been no material changes affecting any matters contained in the announcement by PHP made on 13 June 2025 as supplemented by the Recommended Offer Announcement.

 

Results of elections under the mix and match facility under the Compulsory Acquisition Process

The Compulsory Acquisition Process offered Assura Shareholders the option to elect for "More Shares" or "More Cash" under a mix and match facility (the "Compulsory Acquisition Mix and Match Facility"). 

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

Shareholders who elected for "More Shares"
Fully satisfied at 0.50727295 New PHP Shares
Shareholders who elected for "More Cash"
More cash elections scaled and satisfied at:
0.19956281 New PHP Shares and
0.31848018 pence in cash

 

General

Capitalised terms used in this announcement (the "Announcement"), unless otherwise defined, have the same meanings as set out in the Recommended Offer Announcement.

 

Enquiries:

Primary Health Properties Plc
Harry Hyman, Non-Executive Chair
Mark Davies, Chief Executive Officer
Richard Howell, Chief Financial Officer
+44 (0) 7970 246 725
via Sodali & Co
Rothschild & Co (Joint Lead Financial Adviser to PHP)
Alex Midgen
Alice Squires
Sam Green
Nikhil Walia
Jake Shackleford
+44 (0) 207 280 5000
Deutsche Numis (Joint Lead Financial Adviser and Joint Broker to PHP)
Kevin Cruickshank
Heraclis Economides
Stuart Ord
Jack McLaren
+44 (0) 207 260 1000
Citi (Joint Financial Adviser to PHP)
Bogdan Melaniuc
James Ibbotson
Robert Redshaw
James Carton
Michael Mullen
+44 (0) 20 7986 4000
Peel Hunt (Joint Financial Adviser and Joint Broker to PHP)
Capel Irwin
Michael Nicholson
Henry Nicholls
+44 (0) 20 7418 8900
Sodali & Co (Communications for PHP)
Rory Godson
Elly Williamson
Louisa Henry
+44 (0) 7970 246 725

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

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

Further information

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

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

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

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

This Announcement is for information purposes only and is not intended to, and does not, constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Combination or otherwise, nor shall there be any sale, issuance or transfer of securities of Assura in any jurisdiction in contravention of applicable law. In particular, this Announcement does not constitute an offer of securities to the public as contemplated in the South African Companies Act, 71 of 2008.

 

 

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