REG - Kohlberg Kravis R. Stonepeak Partners Assura plc Primary Health Props - RECOMMENDED BEST AND FINAL* INCREASED CASH OFFER

Primary Health PropertiesAnnouncement

11/06/2025 07:00

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RNS Number : 3633M  Kohlberg Kravis Roberts & Co LP  11 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. PLEASE SEE THE IMPORTANT NOTICES AT THE
END OF THIS ANNOUNCEMENT. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY
CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

11 June 2025

 

RECOMMENDED BEST AND FINAL* INCREASED CASH OFFER

for

Assura plc ("Assura")

by

Sana Bidco Limited ("Bidco")

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

SWITCH FROM SCHEME OF ARRANGEMENT TO TAKEOVER OFFER

 

Introduction

On 9 April 2025, the boards of directors of Assura and Sana Bidco Limited
("Bidco"), a newly formed company indirectly wholly owned by (i) funds advised
by Kohlberg Kravis Roberts & Co. L.P. and its affiliates ("KKR") and (ii)
funds advised by Stonepeak Partners LP and its affiliates ("Stonepeak" and
together with KKR, the "Consortium"), announced that they had reached
agreement on the terms and conditions of a recommended cash acquisition by
Bidco of the entire issued and to be issued ordinary share capital of Assura
(the "Acquisition" or "Consortium Offer"), to be effected by means of a
Court-sanctioned scheme of arrangement (the "Scheme") under Part 26 of the
Companies Act 2006 (the "Companies Act").

The scheme document in relation to the Acquisition (the "Scheme Document") was
posted to Assura Shareholders on 14 May 2025. Capitalised terms used in this
announcement shall, unless otherwise defined, have the same meanings as set
out in the Scheme Document.

On 16 May 2025, Primary Health Properties plc ("PHP") announced a shares and
cash offer to acquire the entire issued, and to be issued, ordinary share
capital of Assura, to be effected by means of a takeover offer (as defined in
section 974 of the Companies Act) (the "PHP Offer").

On 5 June 2025, Assura announced that it had adjourned the Court Meeting and
General Meeting in relation to the Scheme to allow more time for it to engage
in further discussions and due diligence with PHP.

This announcement is made with the consent of Assura.

* The financial terms of the Best and Final* Increased Cash Offer (as defined
below) are final and will not be increased, except that Bidco reserves the
right to increase the financial terms of its offer where the Panel otherwise
provides its consent (which will only be provided in wholly exceptional
circumstances).

Best and Final* Increased Cash Offer

Bidco is pleased to confirm that it has reached agreement with the board of
Assura on the terms of a recommended best and final* increased cash offer by
Bidco for the entire issued and to be issued share capital of Assura (the
"Best and Final* Increased Cash Offer").

Under the terms of the Best and Final* Increased Cash Offer, Assura
Shareholders will be entitled to receive:

for each Assura Share             50.42 pence in cash (the "Cash
Consideration")

In addition, Assura Shareholders:

·     retained the quarterly interim dividend of 0.84 pence announced on
18 February 2025 and which was paid on 9 April 2025 (the "April Dividend");
and

·     will retain the quarterly interim dividend of 0.84 pence announced
on 19 May 2025 and which will be paid on 9 July 2025 (the "July Dividend" and,
together with the April Dividend, the "Declared Dividends").

The Best and Final* Increased Cash Offer implies a total value of 52.1 pence
for each Assura Share inclusive of the Declared Dividends, and values Assura's
entire issued and to be issued share capital at approximately £1,696 million.

The Best and Final* Increased Cash Offer together with the Declared Dividends
represents an increase of 2.70 pence per Assura Share to the original offer by
the Consortium on 9 April 2025 and an attractive premium of approximately:

·     3.4 per cent. to Assura's EPRA Net Tangible Asset Value of 50.4
pence per share as at 31 March 2025;

 

·     39.2 per cent. to the Closing Price of 37.4 pence per Assura Share
on 13 February 2025 (being the last Business Day prior to the commencement of
the Offer Period);

·     37.7 per cent. to the three-month Volume Weighted Average Price of
37.8 pence per Assura Share on 13 February 2025 (being the last Business Day
prior to the commencement of the Offer Period);

·     32.4 per cent. to the six-month Volume Weighted Average Price of
39.4 pence per Assura Share on 13 February 2025 (being the last Business Day
prior to the commencement of the Offer Period); and

·     0.5 per cent. to the offer value of 51.85 pence per share implied
by the PHP Offer, based on closing share prices of 10 June 2025, being the
last trading day prior to the date of this Announcement.

 

* The financial terms of the Best and Final* Increased Cash Offer are final
and will not be increased, except that Bidco reserves the right to increase
the financial terms of its offer where the Panel otherwise provides its
consent (which will only be provided in wholly exceptional circumstances).

Andrew Furze, Managing Director at KKR, said: "After nearly a year of
engagement, this is our best and final* offer which we believe is lower risk
than other alternatives and higher in value offering a significant premium. We
require no disposals to achieve our ambition and importantly the all cash
offer poses minimal execution risk."

Nikolaus Woloszczuk, Senior Managing Director at Stonepeak, added: "We firmly
believe Assura has a brighter future in the private markets. Our final* offer
equips Assura with the long-term capital it has not been able to access as a
listed business and will enable the company to invest in upgrading critical
healthcare infrastructure, delivering improved outcomes for the NHS. Our offer
is about growth, not about cost cutting and disposals."

Financing of the Best and Final* Increased Cash Offer

Jefferies, as financial adviser to Bidco, is satisfied that cash resources are
available to Bidco sufficient to satisfy full acceptance of the Best and
Final* Increased Cash Offer.

Switch to Takeover Offer

Bidco is of the view that the terms of the Acquisition are in the best
interests of Assura Shareholders as a whole, providing them with the
opportunity to realise their investment in full and in cash at a time of high
market volatility through a transaction that has limited execution risk and
which will deliver significant strategic benefits to the business and the NHS
going forward, including access to new and flexible long-term capital to
invest in healthcare infrastructure across the UK without the need for asset
sales to fund growth or repay debt.

Therefore, in order to increase the certainty of its execution, Bidco has
determined, with the consent of Assura and the Panel, to implement the
Acquisition under the terms of the Best and Final* Increased Cash Offer by way
of a recommended takeover offer (as defined in section 974 of the Companies
Act) (the "Takeover Offer") rather than by way of the Scheme. The Best and
Final* Increased Cash Offer is conditional on, amongst other things, valid
acceptances of more than 50 per cent. of the Best and Final* Increased Cash
Offer (see Acceptance Condition defined below).

In addition to its statements in its prior announcements and the Scheme
Document in respect of its strategic rationale for the Acquisition, the
Consortium believes that:

-     The Consortium Offer provides certain value

·     The Consortium Offer represents full realisation of shareholders'
investment in Assura, in cash.

·     In the backdrop of a highly volatile equities market, the
Consortium Offer provides Assura shareholders with an opportunity to maximise
value and liquidity.

·     The value that shareholders receive from the Consortium Offer is
fixed and not dependent on the future trading performance of the business or
the wider markets.

·     The Best and Final* Increased Cash Offer by the Consortium is at a
higher price than the PHP Offer based on closing prices of 10 June 2025.

-     The Consortium Offer provides greater certainty of transaction
delivery

·     The Consortium continues to make progress in satisfying regulatory
conditions to which the Acquisition is subject. As at the time of this
announcement, the Consortium has received 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.

·     The Consortium does not foresee material regulatory issues and
expects to have obtained all necessary clearances by the end of June 2025.

·     The Consortium does not control any competing business in the UK.

-     The Consortium Offer provides long term investment and growth
opportunities

·     KKR and Stonepeak are investing through their respective Core
infrastructure strategies, providing long term capital which fits well with
the nature of Assura's business of continued significant investment in the
UK's healthcare infrastructure.

·     KKR and Stonepeak have decades of experience in the infrastructure
sector in the UK and globally and a highly successful track record of helping
to grow their partner businesses, most recently exemplified with John Laing
Infrastructure.

·     Away from the constraints of public markets, Assura will have the
flexibility to make sustained and substantial capital investments without the
requirement for any significant asset disposals to reduce overall leverage.

·     The debt structure the Consortium has put in place will allow
Assura to immediately focus on growing the business.

·     The Consortium does not plan or need to dispose any of the assets
to deliver its offer value in cash.

-     The Consortium Offer is beneficial to the NHS and the UK healthcare
sector

·     The Consortium will provide Assura with new and flexible long term
capital with which to accelerate the delivery of new healthcare properties,
enabling continued and improved support for the delivery of the NHS' services
to its patients at this critical time.

·     Assura will be a stronger player among providers of healthcare
assets to the NHS, improving the competitiveness of the market and resulting
in better choice for the NHS.

·     The Consortium will continue to offer the NHS a strong, well
capitalised, competitive counterparty with the capital to support their
ambitions and actively participate in the UK healthcare sector.

·     The Consortium will facilitate Assura's ability to immediately
focus on not just the growth of the portfolio but to upgrade and modernise
older assets, helping to improve the quality of NHS services over time.

·     Under the Consortium's ownership, Assura will be able to offer
these same benefits to its non NHS customers and the Consortium and Assura
intend to work with all of Assura's customers to support their ambitions and
goals.

All of the irrevocable undertakings of the Assura Directors as described in
the Scheme Document continue to remain valid in relation to the Takeover
Offer. These commitments comprise irrevocable undertakings in respect of
4,638,828 Assura Shares, in aggregate, representing approximately 0.1 per
cent. of Assura's issued ordinary share capital as at 10 June 2025 (being the
last Business Day before the date of this announcement).

Intentions for Assura

The Best and Final* Increased Cash offer does not change Bidco's intentions as
regards Assura as set out in the Scheme Document.

Disclosures

Bidco confirms that there have been no material changes to the offer-related
arrangements and further confirms there has been no change to the disclosure
of interests in Assura as set out in the Scheme Document.

General

Jefferies has given and not withdrawn its consent to the publication of this
Announcement with the inclusion herein of the references to its name in the
form and context in which it appears.

The Appendix to this Announcement contains the sources and bases of certain
information contained in this Announcement.

Amendments to the terms of the Bidco Financing Arrangements

On 11 June 2025, Bidco entered into an amendment to the Interim Facilities
Agreement to effect certain technical amendments required in connection with
the switch to the Takeover Offer. Other than as noted below, the terms of the
Interim Facilities Agreement are as described in the "Bidco Financing
arrangements" section of the Scheme Document. Terms used in this section but
not defined herein or in the Scheme Document shall have the same meanings as
set out in the Interim Facilities Agreement (as amended).

The Interim Facilities are available to be drawn, subject to satisfaction of
the conditions precedent set out in the Interim Facilities Agreement, from the
date of the Interim Facilities Agreement to (and including) 11.59 p.m. on the
earliest of:

(a)        the date on which the Offer lapses, terminates or is
withdrawn in writing in accordance with its terms (other than where it is to
be followed within 20 Business Days by an announcement by way of press release
made by Bidco to implement the Acquisition by a different offer in accordance
with the terms of the Interim Facilities Agreement);

(b)        the date on which that Interim Facility (other than the
Revolving Facility) has been utilised in full or the commitments in respect of
such Interim Facility have been cancelled in full;

(c)        the date on which the Target has become a wholly owned
subsidiary of Bidco and all of the consideration payable under the Acquisition
in respect of the Target Shares or proposals made or to be made under the
Takeover Code in connection with the Acquisition, have in each case been paid
in full (the "Final Settlement Date"); and

(d)        6 March 2026 (the "Outside Date"), provided that, so long as
the first utilisation date under the Interim Facilities Agreement (the "First
Utilisation Date") has occurred on or before the Outside Date, the
Availability Period shall end on the date falling 120 days after the First
Utilisation Date,

provided that notwithstanding the foregoing, if following the occurrence of
the Final Settlement Date there are commitments under an Interim Facility
which remain undrawn, the Availability Period for such Interim Facility shall
be automatically extended (for a utilisation in respect of a Refinancing only)
until the earliest to occur of (i) the date on which such Interim Facility has
been utilised in full or the remaining undrawn commitments in respect of such
Interim Facility have been cancelled in full and (ii) the date falling 120
days after the First Utilisation Date, and further provided that in no event
shall the Revolving Facility be available beyond the last day of the
Availability Period applicable to any Acquisition Facility; or in each case,
such later time as agreed by the Arrangers (acting reasonably and in good
faith).

The termination date of the Interim Facilities is the earlier of:

(a)        the date falling 90 days after the last day of the
Availability Period applicable to that Interim Facility; and

(b)        the date of receipt by Bidco of a written demand from the
interim facility agent (acting on the instructions of the majority Interim
Lenders) following the occurrence of a major default which is continuing
requiring prepayment and cancellation in full of the Interim Facilities.

Bidco shall, on the date of receipt by Bidco of the proceeds of a utilisation
made under alternative facilities (being such facilities made available
pursuant to the commitment letter entered into by Bidco (other than the
Interim Facilities)), repay outstanding interim utilisations and cancel the
corresponding interim commitments related to such interim utilisation so
repaid in an amount equal to the proceeds so received by Bidco under the
corresponding term facility (or any one or more term facilities) or revolving
facility (as applicable) under such alternative facilities and in an amount
equal to the proceeds so received by Bidco (if applicable, free of any escrow
or similar arrangements).

To the extent that there are no outstanding interim utilisations, the
available commitments under an Interim Facility shall be cancelled and reduced
on the date of receipt by Bidco of proceeds under the corresponding term
facility (or any one or more term facilities) or revolving facility (as
applicable) under such alternative facilities and in an amount equal to the
proceeds so received by Bidco.

Side Letter to the Cooperation Agreement

On 11 June 2025, Assura and Bidco entered into a side letter to the
Cooperation Agreement, pursuant to which (among other things) Assura provided
its consent to the Best and Final* Increased Cash Offer. The terms of the
Cooperation Agreement as described in the Scheme Document remain unchanged.

Amendments to the Contribution Agreement

On 11 June 2025, KKR Sana Aggregator L.P., Stonepeak Sana Aggregator, LP and
Sana Consortium Aggregator L.P. agreed to amend and restate the Contribution
Agreement to reflect the revised funding amounts to be made available to the
Consortium JV and Bidco in connection with the switch to the Takeover Offer.
The terms of the Contribution Agreement as described in the Scheme Document
remain unchanged.

Dividends

Where any dividend, distribution or other return of capital is announced,
authorised, declared, made or paid or becomes payable in respect of Assura
Shares on or after the Announcement Date (being 9 April 2025) (other than the
Declared Dividends):

·     if such dividend, distribution and/or other return of capital is
paid or made prior to the unconditional date of the Takeover Offer, then Bidco
will reduce the Cash Consideration by an amount up to the aggregate amount of
such dividend, distribution and/or other return of capital; or

·     if and to the extent that such dividend, distribution and/or other
return of capital is not paid or made or is not payable in respect of Assura
Shares prior to the unconditional date of the Takeover Offer, such dividend,
distribution and/or other return of capital shall be cancelled, and the Cash
Consideration shall not be subject to change.

If any of the events in the preceeding paragraphs occur, Assura Shareholders
would be entitled to retain any such dividend, distribution or other return of
capital, and any reference to the Cash Consideration will be deemed to be a
reference to the Cash Consideration as so reduced. Any such reduction shall
not be regarded as constituting any revision or variation of the terms of the
Takeover Offer and will be announced.

Conditions

Save where set out in this announcement, the terms and conditions of the
Acquisition remain unchanged from those set out in the Scheme Document
(subject to appropriate amendments to reflect the change in structure by which
the Acquisition is to be implemented, being by the Takeover Offer rather than
the Scheme). The amended conditions will be set out in full in the Offer
Document.

The Acquisition is conditional on, among other things, valid acceptances being
received (and not validly withdrawn) by not later than 1:00 p.m. (London time)
on the unconditional date of the Takeover Offer (or such later time(s) and/or
date(s) as Bidco may, subject to the rules of the Takeover Code and with the
consent of the Panel, decide) in respect of such number of Assura Shares
which, together with the Assura Shares acquired or unconditionally agreed to
be acquired during the Offer Period (whether pursuant to the Takeover Offer or
otherwise), will result in Bidco or another member of the Bidco Group holding
Assura Shares carrying in aggregate more than 50 per cent. of the voting
rights normally exercisable at general meetings of Assura including (to the
extent, if any, required by the Panel for this purpose) any such voting rights
attaching to any Assura Shares that are unconditionally allotted but not
issued before the Takeover Offer becomes unconditional as to acceptances (the
"Acceptance Condition"). Unless the Panel agrees otherwise, the Acceptance
Condition shall only be capable of being satisfied when all other Conditions
have been satisfied or waived.

Timetable

It is a requirement of the Takeover Code that an offer document containing,
amongst other things, the Conditions (including the Acceptance Condition) of
the Acquisition (an "Offer Document") is published. The Offer Document will
specify the actions to be taken by Assura Shareholders in respect of the
Takeover Offer and it is anticipated that Bidco will publish and post the
Offer Document (together with a form of acceptance) (where applicable) to
Assura Shareholders (other than Assura Shareholders located in any Restricted
Jurisdictions, in each case, where to do so would violate the laws of that
jurisdiction) within 28 days of the date of this announcement, or such later
date as the Panel may determine in accordance with the Takeover Code. The
Offer Document will also be made available by Assura on its website at
http://www.assuraplc.com/investor-relations/shareholder-information/offer-from-kkr-and-stonepeak.

Further details of the expected timetable will be set out in the Offer
Document.

Cancellation of admission to the Official List and to trading on the Main
Market of the London Stock Exchange (the "LSE") and the delisting of Assura
Shares from the Main Board of the Johannesburg Stock Exchange (the "JSE"),
compulsory acquisition and re-registration

Assuming the Takeover Offer becomes or is declared unconditional and that
Bidco has, by virtue of acceptances of the Takeover Offer or otherwise,
acquired, or agreed to acquire, Assura Shares carrying not less than 75 per
cent. of the voting rights then exercisable at a general meeting of Assura
Shareholders, it is intended that:

·     the admission to the Official List and to trading of the Assura
Shares on the Main Market of the LSE will be cancelled; and

·     the admission of Assura Shares to the Main Board of the JSE will be
cancelled, subject to compliance with any applicable additional requirements
(including the JSE Listings Requirements).

If Bidco receives acceptances of the Takeover Offer in respect of, and/or
otherwise acquires or unconditionally contracts to acquire, 90 per cent. or
more of the Assura Shares by nominal value and voting rights attaching to such
shares to which the Takeover Offer relates and the Takeover Offer has become
or been declared unconditional, Bidco intends to exercise its rights pursuant
to the provisions of Chapter 3 of Part 28 of the Companies Act to acquire
compulsorily the remaining Assura Shares in respect of which the Takeover
Offer has not been accepted on the same terms as the Takeover Offer. Assuming
Bidco acquires all of the remaining Assura Shares by exercising its rights
pursuant to Chapter 3 of Part 28 of the Companies Act, Assura will apply to
the JSE for cancellation of the admission of Assura Shares to listing and
trading on the Main Board of the JSE, which will be cancelled in accordance
with the JSE Listings Requirements without Assura having to issue an
additional circular to Assura Shareholders or obtain a fairness opinion or
approval for the delisting from Assura Shareholders.

It is also intended that, following the Takeover Offer becoming or being
declared unconditional and Bidco, by virtue of acceptances of the Takeover
Offer or otherwise, having acquired, or having agreed to acquire, Assura
Shares carrying not less than 75 per cent. of the voting rights then
exercisable at a general meeting of Assura Shareholders, Assura will be
re-registered as a private limited company.

Such cancellation of admission to the Official List and to trading on the Main
Market of the LSE of Assura Shares and re-registration of Assura as a private
limited company would significantly reduce the liquidity and marketability of
any Assura Shares in respect of which the Takeover Offer has not been accepted
at that time and their value may be affected as a consequence.

Any remaining Assura Shareholders (unless their Assura Shares are acquired by
Bidco pursuant to the provisions of Chapter 3 of Part 28 of the Companies Act)
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 Takeover Offer.

Other consequences of the Takeover Offer

If Bidco receives acceptances of the Takeover Offer in respect of, and/or
otherwise acquires or unconditionally contracts to acquire, more than 50 per
cent. of the Assura Shares by nominal value and voting rights attaching to
such shares to which the Takeover Offer relates and the Takeover Offer has
become or been declared unconditional, then Bidco will have significant
control over Assura. Bidco will be in a position to determine, for example,
the composition of the Assura Board and management team, the overall strategy
of the Assura Group, and the declaration or cessation of any dividends. Bidco
could also increase its aggregate shareholding in Assura without restriction
and may in due course acquire 75 per cent. or more of the voting rights of
Assura, subject to Rule 35.3 of the Code. In the meantime, Assura Shares in
respect of which the Takeover Offer has not been accepted at that time are
likely to be affected by reduced trading volume and reduced liquidity as a
consequence.

 

Enquiries:

 Jefferies International Limited (Financial Adviser to Bidco)  +44 (0) 20 7029 8000

 Philip Noblet

 Dai Clement

 Thomas Forrow

 Tom Yeadon

 Thomas Bective

 Andrew Morris
 FGS Global (PR Adviser to Bidco)                              +44 (0) 20 7251 3801

 Faeth Birch                                                   KKR-LON@fgsglobal.com

 Alastair Elwen

 Oli Sherwood

 

Simpson Thacher & Bartlett LLP is acting as legal adviser to Bidco, KKR
and Stonepeak in connection with the Acquisition.

Bowmans is acting as legal adviser to Bidco, KKR and Stonepeak as to matters
of South African law in connection with the Acquisition.

Inside Information

This announcement contains inside information as defined in the UK version of
the Market Abuse Regulation (EU) No.596/2014, which is part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of
this announcement via a Regulatory Information Service, such inside
information will be considered to be in the public domain.

Important Notices

Jefferies, which is authorised and regulated by the FCA in the United Kingdom,
is acting exclusively for Bidco, KKR and Stonepeak and no one else in
connection with the matters set out in this announcement and will not regard
any other person as its client in relation to the matters in this announcement
and will not be responsible to anyone other than KKR or Stonepeak for
providing the protections afforded to clients of Jefferies nor for providing
advice in relation to any matter referred to in this announcement. Neither
Jefferies nor any of its affiliates (nor 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 Jefferies in
connection with this announcement, any statement contained herein or
otherwise.

Further information

This announcement is for information purposes only and does not constitute an
offer or inducement to sell or an invitation to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of, any securities or a solicitation
of an offer to buy any securities, pursuant to the Acquisition or otherwise.
The Acquisition shall be made solely by means of the Offer Document which
shall contain the full terms and Conditions of the Acquisition.

This announcement has been prepared for the purpose of complying with English
law, the Listing Rules, the JSE Listings Requirements and the Takeover Code
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 of England.

This announcement does not constitute a prospectus, prospectus equivalent
document or an exempted document for purposes of English law, the Listing
Rules, the JSE Listings Requirements or any other law in any other
jurisdiction.

Overseas Shareholders

The release, publication or distribution of this announcement in or into
certain jurisdictions other than the United Kingdom or South Africa may be
restricted by law. Persons who are not resident in the United Kingdom or South
Africa or who are subject to other jurisdictions should inform themselves of,
and observe, any applicable requirements. Any failure to comply with any 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 Acquisition disclaim any responsibility or
liability for the violation of such requirements by any person.

Unless otherwise determined by Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition shall not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction. Accordingly,
copies of this announcement and all documents relating to the Acquisition are
not being, and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction, and persons
receiving this announcement and all documents relating to the Acquisition
(including custodians, nominees and trustees) must not mail or otherwise
distribute or send them in, into or from such jurisdictions where to do so
would violate the laws in that jurisdiction.

The availability of the Acquisition to Assura Shareholders who are not
resident in the United Kingdom or South Africa may be affected by the laws of
the relevant jurisdictions in which they are resident. Persons who are not
resident in the United Kingdom or South Africa should inform themselves of,
and observe, any applicable requirements, as 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 Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.

The Acquisition shall be subject to the applicable requirements of the
Takeover Code, the Panel, the London Stock Exchange, the Financial Conduct
Authority, the Listing Rules, the Johannesburg Stock Exchange, Finsurv, the
JSE Listings Requirements and the Registrar of Companies. Further details in
relation to Overseas Shareholders will be contained in the Offer Document.

The information contained in this announcement constitutes factual information
as contemplated in section 1(3)(a) of the 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, No 19 of 2012, as amended) that any
particular transaction in respect of the Acquisition 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. Bidco 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, No 19 of 2012,
as amended.

Additional information for US Investors

The Takeover Offer relates to the shares of an English company and is being
made by means of a contractual takeover offer under the Takeover Code and
under English law. The Takeover Offer is being made in the United States
pursuant to all applicable laws and regulations, including, to the extent
applicable, to holders of Assura Shares resident in the United States ("US
Assura Shareholders") pursuant to Section 14(e) and Regulation 14E under the
US Exchange Act, and otherwise in accordance with the requirements of the
Takeover Code. Accordingly, the Takeover Offer is subject to the disclosure
and other procedural requirements, including with respect to withdrawal
rights, offer timetable, settlement procedures and timing of payments that are
different from those applicable under US domestic tender offer procedures and
law. The Takeover Offer is being made in the United States by Bidco and no one
else. The Takeover Offer will be made to US Assura Shareholders on the same
terms and conditions as those made to all other Assura Shareholders to whom an
offer is made. Any information documents, including the Offer Document, will
be disseminated to US Assura Shareholders on a basis comparable to the method
that such documents are provided to the other Assura Shareholders to whom an
offer is made.

The financial information included in this announcement and the Offer Document
has been or will have been prepared in accordance with IFRS and thus may not
be comparable to financial information of US companies or companies whose
financial statements are prepared in accordance with generally accepted
accounting principles in the US.

The receipt of cash pursuant to the Acquisition by a US Assura Shareholder as
consideration for the transfer of its Assura Shares pursuant to the Takeover
Offer will likely be a taxable transaction for United States federal income
tax purposes and under applicable United States state and local, as well as
foreign and other, tax laws. Assura Shareholders are urged to consult their
independent professional advisers immediately regarding the tax consequences
of the Acquisition applicable to them.

It may be difficult for US Assura Shareholders to enforce their rights and
claims arising out of the US federal securities laws, since Bidco and Assura
are located in countries other than the US, and some or all of their officers
and directors may be residents of countries other than the US. US Assura
Shareholders may not be able to sue a non-US company or its officers or
directors in a non-US court for violations of US securities laws. Further, it
may be difficult to compel a non-US company and its affiliates to subject
themselves to a US court's jurisdiction and judgement.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US
Exchange Act, Bidco, certain affiliated companies and their nominees or
brokers (acting as agents) may make certain purchases of, or arrangements to
purchase, shares in Assura outside of the US, other than pursuant to the
Acquisition, until the date on which the Acquisition becomes Effective, lapses
or is otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the US
Exchange Act, each of Jefferies, Barclays and Stifel will continue to act as a
connected exempt principal trader in Assura Shares on the London Stock
Exchange. If such purchases or arrangements to purchase were to be made they
would occur either in the open market at prevailing prices or in private
transactions at negotiated prices and comply with applicable law, including
the US Exchange Act. Any such purchases by Bidco or its affiliates will not be
made at prices higher than the price of the Acquisition provided in this
announcement unless the price of the Acquisition is increased accordingly. Any
information about such purchases or arrangements to purchase will be disclosed
as required in the United Kingdom, will be reported to a Regulatory
Information Service and will be available on the London Stock Exchange website
at www.londonstockexchange.com. To the extent that such information is
required to be publicly disclosed in the United Kingdom in accordance with
applicable regulatory requirements, this information will, as applicable, also
be publicly disclosed in the United States.

Neither the US Securities and Exchange Commission, nor any US state securities
commission or any securities commission of other jurisdictions, has approved
or disapproved the Acquisition, passed judgement upon the fairness or the
merits of the Acquisition or passed judgement upon the adequacy or accuracy of
this announcement. Any representation to the contrary may be a criminal
offence in the United States.

Forward looking statements

This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, and other
information published by KKR, Stonepeak, or Bidco contain statements about
Bidco, Assura, any member of the Wider Bidco Group or any member of the Wider
Assura Group that are or may be deemed to be forward looking statements. All
statements other than statements of historical facts included in this
announcement may be forward looking statements. Without limitation, any
statements preceded or followed by or that include the words "targets",
"plans", "believes", "expects", "aims", "intends", "will", "may", "shall",
"should", "anticipates", "estimates", "projects", "is subject to", "budget",
"scheduled", "forecast" or words or terms of similar substance or the negative
thereof, are forward looking statements. Forward looking statements may
include statements relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects;
(ii) business and management strategies and the expansion and growth of
Bidco's, KKR's, Stonepeak's, Assura's, any member of the Wider Bidco Group's
or any member of the Wider Assura Group's operations and potential synergies
resulting from the Acquisition; and (iii) the effects of global economic
conditions and government regulation on Bidco's, KKR's, Stonepeak's, Assura's,
any member of the Wider Bidco Group's or any member of the Wider Assura
Group's business.

Such forward looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and projections of the
management of Bidco about future events and are therefore subject to risks and
uncertainties that could significantly affect expected results and are based
on certain key assumptions. Many factors could cause actual results to differ
materially from those projected or implied in any forward looking statements,
including: increased competition, the loss of or damage to one or more key
customer relationships, changes to customer ordering patterns, delays in
obtaining customer approvals for engineering or price level changes, the
failure of one or more key suppliers, the outcome of business or industry
restructuring, the outcome of any litigation, changes in economic conditions,
currency fluctuations, changes in interest and tax rates, changes in raw
material or energy market prices, changes in laws, regulations or regulatory
policies, developments in legal or public policy doctrines, technological
developments, the failure to retain key management, or the timing and success
of future acquisition opportunities or major investment projects. Other
unknown or unpredictable factors could cause actual results to differ
materially from those in the forward looking statements. Such forward looking
statements should therefore be construed in the light of such factors. None of
Bidco, KKR, Stonepeak, the Wider Bidco Group, nor any of their respective
associates or directors, officers or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed or implied
in any forward looking statements in this announcement will actually occur.
Due to such uncertainties and risks, readers are cautioned not to place any
reliance on such forward looking statements, which speak only as of the date
hereof. All subsequent oral or written forward looking statements attributable
to any member of the Wider Bidco Group, or any of their associates, directors,
officers, employees or advisers, are expressly qualified in their entirety by
the cautionary statement above.

Bidco, KKR, Stonepeak, the Wider Bidco Group expressly disclaim any obligation
to update any forward looking or other statements contained herein, except as
required by applicable law or by the rules of any competent regulatory
authority, whether as a result of new information, future events or otherwise.

Disclosure requirements of the Takeover Code

 

 

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. 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 p.m. (London time) on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (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 per cent. 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 p.m. (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.

Information relating to Assura Shareholders

Please be aware that addresses, electronic addresses and certain information
provided by Assura Shareholders, persons with information rights and other
relevant persons for the receipt of communications from Assura may be provided
to Bidco, KKR and Stonepeak 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.

Publication on a website

A copy of this announcement and the documents required to be published by Rule
26 of the Takeover Code shall 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/shareholder-information/offer-from-kkr-and-stonepeak
by 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 websites
referred to in this announcement are not incorporated into and do not form
part of this announcement.

Rounding

Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.

Bases and sources

In this Announcement, unless otherwise stated or the context otherwise
requires, the following bases and sources have been used:

·     references to the issued, and to be issued, ordinary share capital
of Assura are based on (i) the 3,250,608,887 ordinary Assura Shares in issue
on the Business Day prior to this Announcement, and (ii) the 5,131,752 Assura
Shares that may be issued pursuant to the Assura Share Plans as described in
the Scheme Document;

·     unless otherwise stated, all prices quoted for Assura Shares are
Closing Prices;

·     share price and volume weighted average share price data is derived
from FactSet and Bloomberg;

·     Assura plc closing share price of 48.90 pence as at 10 June 2025;

·     Primary Health Properties plc closing share price of 99.95 pence as
at 10 June 2025; and

·     implied PHP Offer of 51.85 pence, being 0.3769 PHP Share plus 12.50
pence per Assura Share, as per the Shares and Cash Offer announcement by PHP
on 16 May 2025

General

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 FSMA if you are
resident in the United Kingdom or financial services provider duly authorised
under the FAIS Act if you are resident in South Africa or, if not, from
another appropriate authorised independent financial adviser.

 

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