REG - Primary Health Props Assura PLC - Completion of Squeeze-out Procedure

Primary Health PropertiesAnnouncement

15/10/2025 15:30

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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                                          +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

 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

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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