REG - Primary Health Props Assura plc - Day 21 Update on Acceptance Levels

Primary Health PropertiesAnnouncement

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RNS Number : 8867P  Primary Health Properties PLC  04 July 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.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR PROSPECTUS
EQUIVALENT DOCUMENT AND NO INVESTMENT DECISION IN RELATION TO THE OFFER OR THE
NEW PHP SHARES SHOULD BE MADE EXCEPT ON THE BASIS OF INFORMATION IN THE OFFER
DOCUMENT, THE REVISED OFFER DOCUMENT, THE COMBINED CIRCULAR AND PROSPECTUS AND
THE SUPPLEMENTARY PROSPECTUS.

FOR IMMEDIATE RELEASE

4 July 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

 

Day 21 Update on Acceptance Levels

 

Assura Shareholders who have not yet accepted the Revised Offer are urged to
do so as soon as possible and, in any event, no later than 1.00 p.m. (London
time) on 12 August 2025

 

Day 21 Update on Acceptance Levels

On 23 June 2025, the Boards of PHP and Assura were pleased to jointly announce
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").

On 27 June 2025, PHP and Assura jointly published a revised offer document in
respect of the Revised Offer (the "Revised Offer Document"), which
supplemented and updated the original offer document published by PHP on 13
June 2025 (the "Original Offer Document").

Capitalised terms used in this announcement (the "Announcement"), unless
otherwise defined, have the same meanings as set out in the Original Offer
Document (as amended by the Revised Offer Document).

In accordance with Rule 17 of the Takeover Code, PHP is today providing an
update on the level of acceptances received under the Revised Offer.

As at 1.00 p.m. (London time) on the date of this Announcement, PHP had
received valid acceptances of the Revised Offer in respect of 37,302,373
Assura Shares, representing approximately 1.14 per cent. of the issued
ordinary share capital of Assura.

DBX Advisors LLC is a party deemed to be acting in concert with PHP. As at 3
July 2025 (being the last Business Day prior to the date of this
Announcement), DBX Advisors LLC held 2,847,159 Assura Shares (being
approximately 0.09% of Assura's existing ordinary share capital). So far as
PHP is aware, none of these acceptances have been received from persons acting
in concert with PHP.

Therefore, PHP has acquired or agreed to acquire, pursuant to the Revised
Offer or otherwise, 40,149,532 Assura Shares representing approximately 1.22
per cent. of all Assura Shares.

Action to be taken by Assura Shareholders

Assura Shareholders who have not yet accepted the Revised Offer are urged to
do so as soon as possible but, in any event, by no later than 1.00 p.m.
(London time) on 12 August 2025.

Details of actions for Assura Shareholders to take are set out in the Original
Offer Document (as amended by the Revised Offer Document) and, for holders of
Assura Shares in certificated form, in the Second Form of Acceptance and
Election which accompanies the Revised Offer Document. If you have any
questions about the Original Offer Document or the Revised Offer Document or
are in any doubt as to how to complete the Second Form of Acceptance and
Election (if you hold Assura Shares in certificated form), or how to make an
Electronic Acceptance (if you hold Assura Shares in uncertificated form), or
if you want to request a hard copy of the Original Combined Circular and
Prospectus or the Supplementary Prospectus or a further copy of the Original
Offer Document or the Revised Offer Document (and/or any information
incorporated into them by reference to another source) please contact the
Receiving Agent, Equiniti, on +44 (0) 371 384 2414. Lines are open 8.30 a.m.
to 5.30 p.m. (London time) Monday to Friday (excluding English and Welsh
public holidays). Calls to the helpline from outside the UK will be charged at
the applicable international rate. Different charges may apply to calls from
mobile telephones and calls may be recorded and randomly monitored for
security and training purposes. The helpline cannot provide advice on the
merits of the Revised Offer nor give any financial, legal or tax advice.

A soft copy of the Original Offer Document and the Revised Offer Document can
also be found at www.phpgroup.co.uk (http://www.phpgroup.co.uk) and
www.assuraplc.com/investor-relations/shareholder-information/offer-from-php
(http://www.assuraplc.com/investor-relations/shareholder-information/offer-from-php)

Assura Shareholders are reminded that, as a summary and subject to the fuller
description in the Original Offer Document (as amended by the Revised Offer
Document), the Acceptance Condition shall be satisfied if valid acceptances of
the Revised Offer have been received (and not validly withdrawn) by no later
than 1.00 p.m. (London time) on 12 August 2025 (or such later time(s) and/or
date(s) as PHP may, with the consent of the Panel where required, decide) in
respect of such number of Assura Shares as shall, when aggregated with any
Assura Shares acquired or unconditionally agreed to be acquired (whether
pursuant to the Revised Offer or otherwise) represent Assura Shares carrying
more than 50 per cent. (50%) of the voting rights then normally exercisable at
a general meeting of Assura Shareholders.

Save as disclosed in this Announcement, as at the close of business on 3 July
2025 (being the last Business Day prior to the date of this Announcement),
neither PHP nor any PHP Director, nor so far as the PHP Directors are aware
any other person acting, or deemed to be acting, in concert with PHP:

a)   had an interest in, or right to subscribe for, relevant securities in
Assura;

b)   had any short position in (whether conditional or absolute and whether
in the money or otherwise), including any short position under a derivative,
any agreement to sell or any delivery obligation or right to require another
person to purchase or take delivery of, relevant securities of Assura;

c)   had procured an irrevocable commitment or letter of intent to accept
the terms of the Revised Offer in respect of relevant securities of Assura; or

d)   had borrowed or lent any Assura Shares.

Furthermore, neither PHP nor any PHP Director nor, so far as the PHP Directors
are aware, any other person acting, or deemed to be acting, in concert with
PHP is party to any arrangement in relation to relevant securities of Assura.
For these purposes, an "arrangement" includes any indemnity or option
arrangement, any agreement or any understanding, formal or informal, of
whatever nature, relating to Assura Shares which may be an inducement to deal
or refrain from dealing in such securities as detailed in Note 11 on the
definition of acting in concert in the Takeover Code.

General

The calculations in this Announcement are based upon the fully diluted share
capital figure of 3,255,740,639 Assura Shares, which is comprised of
3,250,608,887 Assura Shares in issue as at the close of business on 3 July
2025 (being the last Business Day prior to the publication of this
Announcement) and the 5,131,752 Assura Shares that may be issued pursuant to
the Assura plc Performance Share Plan.

 

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

 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

 Ben Stoop

 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.

The Combination will be implemented solely pursuant to the terms of the
Original Offer Document and Revised Offer Document which will contain the full
terms and conditions of the Combination, including details of how to accept
the Revised Offer. Any decision or response in relation to the Combination
should be made only on the basis of the information contained in the Original
Offer Document, the Revised Offer Document, the Original Combined Circular and
Prospectus and the Supplementary Prospectus.

The statements contained in this Announcement are made as at the date of this
Announcement, unless some other time is specified in relation to them, and
publication of this Announcement shall not give rise to any implication that
there has been no change in the facts set forth in this Announcement since
such date.

This Announcement does not constitute or form part of, and should not be
construed as, any public offer under any applicable legislation or an offer to
sell or solicitation of any offer to buy any securities or financial
instruments or any advice or recommendation with respect to such securities or
other financial instruments.

This Announcement does not constitute a prospectus, prospectus equivalent
document or exempted document. PHP has published the Original Combined
Circular and Prospectus and Supplementary Prospectus containing information on
the New PHP Shares and the Combined Group as well as the Original Offer
Document and Revised Offer Document. PHP urges Assura Shareholders to read the
Original Offer Document, the Revised Offer Document, the Forms of Acceptance
and Election, the Original Combined Circular and Prospectus and Supplementary
Prospectus carefully because they contain important information in relation to
the Combination, the New PHP Shares and the Combined Group. Any decision by
Assura Shareholders in respect of the Combination should be made only on the
basis of the information contained in the Original Offer Document, the Revised
Offer Document the Original Combined Circular and Prospectus and Supplementary
Prospectus. PHP urges Assura Shareholders to read the Original Offer Document,
the Revised Offer Document, the Forms of Acceptance and Election, the Original
Combined Circular and Prospectus and Supplementary Prospectus.

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 the Financial Services
and Markets Act 2000 (as amended) if you are resident in the United Kingdom
or, if not, from another appropriately authorised independent financial
adviser.

Overseas Shareholders

The information contained herein is not for release, distribution or
publication, directly or indirectly, in or into South Africa, the United
States, Australia, Canada, Japan, New Zealand or any other Restricted
Jurisdiction where applicable laws prohibit its release, distribution or
publication.

The release, publication or distribution of this Announcement in, into or from
jurisdictions other than the UK may be restricted by law and therefore any
persons who are subject to the law of any jurisdiction other than the UK
should inform themselves of, and observe, any applicable legal or regulatory
requirements. 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
Combination disclaim any responsibility or liability for the violation of such
restrictions by any person. This Announcement has been prepared in accordance
with and for the purpose of complying with English law, the Takeover Code, the
Market Abuse Regulation, the UK Listing Rules and the Disclosure Guidance and
Transparency Rules 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 England.

The availability of the Offer to Assura Shareholders who are not resident in
and citizens of the UK may be affected by the laws of the relevant
jurisdictions in which they are located or of which they are citizens. Persons
who are not resident in the UK should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdictions.

In particular, the ability of persons who are not resident in the United
Kingdom to execute Second Forms of Acceptance and Election in connection with
the Revised Offer; and persons who are not resident in the United Kingdom to
receive New PHP Shares in part consideration pursuant to terms of the
Combination, may be affected by the laws of the relevant jurisdictions in
which they are located. Any failure to comply with the applicable restrictions
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 Combination disclaim any responsibility or liability for the
violation of such restrictions by any person. Further details in relation to
Overseas Shareholders are contained in the Original Offer Document and the
Revised Offer Document.

Unless otherwise determined by PHP or required by the Takeover Code, and
permitted by applicable law and regulation, the Revised Offer will not be made
available, in whole or in part, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws in that
jurisdiction and no person may accept the Revised Offer by any such use,
means, instrumentality or from within a Restricted Jurisdiction or any other
jurisdiction if to do so would constitute a violation of the laws of that
jurisdiction.

Copies of this Announcement and any formal documentation relating to the
Combination are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any Restricted
Jurisdiction and persons receiving such documents (including, without
limitation, agents, custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send it in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported acceptance of
the Revised Offer. Unless otherwise determined by PHP and permitted by
applicable law and regulation, the Revised Offer may not be made, directly or
indirectly, in or into, or by the use of mails or any means or instrumentality
(including, but not limited to, facsimile, e-mail or other electronic
transmission, telex or telephone) of interstate or foreign commerce of, or of
any facility of a national, state or other securities exchange of any
Restricted Jurisdiction, and the Revised Offer may not be capable of
acceptance by any such use, means, instrumentality or facilities.

The New PHP Shares to be issued pursuant to the Revised Offer have not been
and will not be registered under the relevant securities laws of or with any
securities regulatory authority of any Restricted Jurisdiction. Accordingly,
the New PHP Shares may not be offered, sold or delivered, directly or
indirectly, in or into any Restricted Jurisdiction nor to any U.S. Person or
Restricted Overseas Person, except pursuant to exemptions from the
registration requirements of any such jurisdiction.

Further details in relation to Overseas Shareholders are included in the
Original Offer Document and Revised Offer Document and Assura Shareholders are
advised to read carefully the Original Offer Document and Revised Offer
Document.

The Combination is subject to English law, the applicable requirements of the
Companies Act, the Takeover Code, the Panel, the UK Listing Rules, the Market
Abuse Regulation, the FCA, the London Stock Exchange, the Registrar of
Companies, the Johannesburg Stock Exchange, the JSE Listing Requirements and
applicable securities law.

The information contained in this Announcement constitutes factual advice as
contemplated in section 1(3)(a) of the South African Financial Advisory and
Intermediary Services Act, 37 of 2002, as amended ("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, 19 of 2012, as amended)
that any particular transaction in respect of the Combination, 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. PHP 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, 19 of 2012, as
amended.

Notice relating to the United States

This document is not intended to, and does not, constitute or form part of any
offer or invitation 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 Revised Offer or otherwise. The
Combination will be made solely through the Original Offer Document and the
Revised Offer Document which will contain the full terms and conditions of the
Combination, including details of how the Combination may be accepted. Any
acceptance or other response to the Combination should be made only on the
basis of the information in the Original Offer Document and the Revised Offer
Document.

The Combination relates to the shares of an English company and is subject to
UK procedural and disclosure requirements that are different from certain of
those of the United States. The financial statements and other financial
information included in this document have been prepared in accordance with
non-U.S. accounting standards that may not be comparable to the financial
statements of U.S. companies or companies whose financial statements are
prepared in accordance with generally accepted accounting principles in the
United States. It may be difficult for U.S. holders of shares to enforce their
rights and any claims they may have arising under the U.S. federal securities
laws in connection with the Combination, since PHP and Assura are located in
countries other than the United States, and all or some of their officers and
directors may be residents of countries other than the United States. U.S.
holders of shares in PHP or Assura may not be able to sue PHP, Assura or their
respective officers or directors in a non-U.S. court for violations of U.S.
securities laws. Further, it may be difficult to compel PHP, Assura and their
respective affiliates to subject themselves to the jurisdiction or judgment of
a U.S. court.

The New PHP Shares have not been and will not be registered under the U.S.
Securities Act or under the securities laws of any state or other jurisdiction
of the United States and may not be offered, taken up, sold, resold,
delivered, pledged, renounced, distributed or otherwise transferred, directly
or indirectly, in or into the United States or to, or for the account or
benefit of, any U.S. Person except in transactions exempt from, or not subject
to, the registration requirements of the U.S. Securities Act and in compliance
with any applicable securities laws of any state or other jurisdiction of the
United States.

None of the New PHP Shares, the Original Combined Circular and Prospectus, the
Supplementary Prospectus, the Original Offer Document, the Revised Offer
Document, the Second Form of Acceptance or any other offering document has
been approved or disapproved by the SEC, any state securities commission in
the United States or any other U.S. regulatory authority, nor have such
authorities passed upon or determined the adequacy or accuracy of the
information contained in any of those documents or passed upon or endorsed the
merits of the Combination. Any representation to the contrary is a criminal
offence in the United States.

It is intended that the Combination will be implemented by way of a takeover
offer within the meaning of the Companies Act. The Revised Offer will not be
subject to the disclosure and other procedural requirements of Regulation 14D
under the U.S. Exchange Act. If made into the United States, the Revised Offer
will be made in accordance with applicable requirements of Regulation 14E
under the U.S. Exchange Act. However, the Revised Offer will qualify for "Tier
II" exemptions from the tender offer rules included in Regulation 14E under
the U.S. Exchange Act. Accordingly, the Revised Offer will be subject to
disclosure and other procedural requirements, including with respect to
withdrawal rights, offer timetable, settlement procedures and timing of
payments that may be different from those applicable under U.S. domestic
tender offer procedures and law.

No document relating to the Revised Offer or the Combination will be posted
into the United States, but a "qualified institutional buyer" (as such term is
defined in Rule 144A promulgated under the U.S. Securities Act) may be
permitted, at PHP's sole discretion, to participate in the Revised Offer upon
establishing its eligibility as an Eligible U.S. Holder (as defined in this
document). PHP will require the provision of a letter by Eligible U.S. Holders
(and may require the provision of a letter by subsequent transferees in the
United States) with such acknowledgements, warranties, and representations to
and agreements with PHP, as PHP may require, to, among other things, confirm
compliance with applicable laws as well as other supporting
documentation. PHP will refuse to issue or transfer New PHP Shares to
investors that do not meet the foregoing requirements.

The receipt of consideration pursuant to the Revised Offer by an Eligible U.S.
Holder may be a taxable transaction for U.S. federal income tax purposes and
under applicable U.S. state and local, as well as foreign and other, tax laws.
Each Assura Shareholder is urged to consult its independent professional
adviser immediately regarding the tax consequences of accepting the Revised
Offer.

In accordance with normal United Kingdom market practice and to the extent
permissible under applicable law or regulatory requirements, including Rule
14e-5 under the U.S. Exchange Act (to the extent applicable), PHP and its
affiliates or its brokers and its broker's affiliates (acting as agents for
PHP or its affiliates, as applicable) may from time to time whilst the Revised
Offer remains open for acceptance make certain purchases of, or arrangements
to purchase, Assura Shares outside the United States otherwise than under the
Revised Offer, such as in the open market or through privately negotiated
purchases. Such purchases, or arrangements to purchase, shall comply with
applicable rules in the United Kingdom and the rules of the London Stock
Exchange. Details about any such purchases will be available from a Regulatory
Information Service and will be available on the London Stock Exchange website
(www.londonstockexchange.com).

Dealing and Opening Position Disclosure Requirements

Under Rule 8.3(a) of the Takeover 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) of the Takeover Code
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 Takeover 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(s), 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. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

Publication on a website

A copy of this Announcement and the documents required to be published
pursuant to Rule 26 of the Takeover Code will be available at PHP's website at
www.phpgroup.co.uk and Assura's website at
www.assuraplc.com/investor-relations/shareholder-information/offer- from-php
promptly and in any event by no later than 12 noon on the Business Day
following this Announcement. The content of this website is not incorporated
into and does not form part of this Announcement

General

Investors should be aware that PHP may purchase Assura Shares otherwise than
under the Revised Offer, including pursuant to privately negotiated purchases.

Requesting hard copy documents

In accordance with Rule 30.3 of the Takeover Code, Assura Shareholders,
persons with information rights and participants in Assura Share Plans may
request a hard copy of this Announcement by contacting PHP's company secretary
at cosec@phpgroup.co.uk (mailto:cosec@phpgroup.co.uk) . For persons who
receive a copy of this Announcement in electronic form or via a website
notification, a hard copy of this Announcement will not be sent unless so
requested. Such persons may also request that all future documents,
announcements and information to be sent to them in relation to the
Combination should be in hard copy form.

For persons who receive a copy of this Announcement in electronic form or via
a website notification, a hard copy of this Announcement will not be sent
unless so requested. Such persons may also request that all future documents,
announcements and information to be sent to them in relation to the
Combination should be in hard copy form.

Electronic communications

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

 

 

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