REG - Primary Health Props Assura plc - Recommended combination of Assura and PHP

Primary Health PropertiesAnnouncement

23/06/2025 07:00

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RNS Number : 9335N  Primary Health Properties PLC  23 June 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 SOUTH
AFRICA, 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 COMBINATION
OR THE NEW PHP SHARES SHOULD BE MADE EXCEPT ON THE BASIS OF INFORMATION
CONTAINED IN THE OFFER DOCUMENT (AS REVISED BY THE REVISED OFFER DOCUMENT) AND
THE COMBINED CIRCULAR AND PROSPECTUS (AS AMENDED BY THE SUPPLEMENTARY
PROSPECTUS).

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE

23 June 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

 

1.   Background

On 16 May 2025, PHP announced a firm intention to make a cash and share offer
for the entire issued and to be issued share capital of Assura pursuant to
Rule 2.7 of the Takeover Code. On 13 June 2025, PHP announced that it had
posted: (i) an offer document to Assura Shareholders (the "Original Offer
Document") and (ii) the Combined Circular and Prospectus to PHP Shareholders.

Capitalised terms in this Announcement, unless otherwise defined, have the
same meanings as set out in the Original Offer Document.

2.   Recommended Increased PHP Offer

The Boards of PHP and Assura are pleased to announce the terms of a
recommended combination of PHP and Assura which will be implemented by way of
an increased shares and cash offer (the "Increased PHP Offer") pursuant to
which PHP will acquire the entire issued, and to be issued, ordinary share
capital of Assura (the "Combination").

Under the terms of the Increased PHP Offer, Assura Shareholders would receive,
for each Assura Share:

0.3865 New PHP Shares

and

12.5 pence in cash

In addition, Assura Shareholders would be entitled to receive a special
dividend of 0.84 pence per Assura share (the "Special Dividend")

Based on the PHP closing share price of 103.5 pence on 20 June 2025, being the
last Business Day before the date of this Announcement, the Increased PHP
Offer of 0.3865 new PHP shares and 12.5 pence in cash, and, in addition, a
0.84 pence Special Dividend implies a total value to be received by Assura
Shareholders on completion of the Combination of 53.3 pence for each Assura
Share.

This represents a premium of 5.8 per cent. to the value of the best and final
cash offer of 50.42 pence per Assura Share, made by Sana 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 (the "Consortium" and the "Final Consortium
Offer").

In addition, Assura Shareholders will be entitled to receive or retain the
following dividends which have already been paid or declared:

·      the declared quarterly dividend of 0.84 pence per Assura Share
paid on 9 April 2025 (the "Assura April Dividend"); and

·      the declared quarterly dividend of 0.84 pence per Assura Share
due to be paid on 9 July 2025 (the "Assura July Dividend").

The Assura April Dividend and the Assura July Dividend (together the "Assura
Dividends") total 1.68 pence per Assura Share.

Assura Shareholders, as shareholders in the Combined Group, are also expected
to receive the PHP dividend payable in November 2025, on the usual timetable.

The Increased PHP Offer, together with the Special Dividend and the Assura
Dividends, implies a total value of 55.0 pence for each Assura Share and
values Assura's entire issued and to be issued ordinary share capital at
approximately £1.79 billion, representing:

·    an increase of 2.2 per cent. to the value of the previous share and
cash offer for the entire issued and to be issued ordinary share capital of
Assura made by PHP set out in the Original Offer Document (the "Original
Offer");

·    a premium of 47.1 per cent. to Assura's closing share price of 37.4
pence on 13 February 2025 (being the last Business Day prior to the
commencement of the Offer Period);

·    a premium of 49.1 per cent. to the 1-month volume weighted average
Assura Share price of 36.9 pence as of 13 February 2025 (being the last
Business Day prior to the commencement of the Offer Period); and

·    a premium of 45.6 per cent. to the 3-month volume weighted average
Assura Share price of 37.8 pence as of 13 February 2025 (being the last
Business Day prior to the commencement of the Offer Period).

Subject to full acceptance of the Increased PHP Offer, following completion of
the Combination, Assura Shareholders would hold approximately 48 per cent. of
the Combined Group's issued share capital.

Commenting on the Increased PHP Offer, Harry Hyman, Non-Executive Chair of PHP
said:

The PHP Board continues to believe in the strong strategic rationale of the
Combination, which will create a leading healthcare focussed listed REIT with
the scale and expertise to deliver significant benefits for the Shareholders
in PHP and Assura.

The Increased PHP Offer, which is expected to deliver earnings accretion to
both sets of shareholders, allows Assura Shareholders to participate in
significant upside compared to crystalising value in cash at an inflexion
point in the current economic cycle, and benefit from the Combined Group's
likely long-term rating, continuing capital growth and a growing dividend.

The PHP Board welcomes the recommendation of the Assura Board and, as a
significant individual shareholder in PHP, I look forward to the significant
value creation potential in the future from the Combined Group."

Commenting on the Increased PHP Offer, Ed Smith, Non-Executive Chair of Assura
said:

"Following recent engagement between PHP and Assura, PHP has today further
increased the terms of its offer, and has also addressed some of the potential
risks that Assura had previously raised.

The Assura Board has always been and will remain resolutely focused on
carrying out its fiduciary duties in the interest of Assura Shareholders and
in this context has decided to recommend this increased offer from PHP."

A Mix and Match Facility is being made available to Assura Shareholders (other
than Restricted Overseas Persons) in order to enable them to elect, subject to
off-setting elections, to vary the proportions in which they receive cash and
New PHP Shares in respect of their holdings in Assura. Further details of the
Mix and Match Facility were set out in the Original Offer Document (as will be
updated in a revised offer document to take into account the Increased PHP
Offer (the "Revised Offer Document")).

3.   Recommendation

The Assura Directors, who have been so advised by Lazard, consider the terms
of the Increased PHP Offer to be fair and reasonable. In providing its advice
to the Assura Directors, Lazard has taken into account the commercial
assessments of the Assura Directors. Lazard is providing independent financial
advice to the Assura Directors for the purposes of Rule 3 of the Takeover
Code.

The Assura Directors consider that the terms of the Increased PHP Offer are in
the best interests of Assura Shareholders. Accordingly, the Assura Directors
intend to recommend unanimously that Assura Shareholders accept, or procure
the acceptance of, the Increased PHP Offer.

4.   Background to and reasons for the recommendation

The recommendation follows careful consideration of the Increased PHP Offer by
the Assura Board and its advisers, in conjunction with extensive consultation
with Assura Shareholders following the announcement of the Final Consortium
Offer on 11 June 2025 and the announcement by PHP on 13 June 2025 (which
included a reduction in PHP's acceptance condition from "75%" to "more than
50%" of the voting rights normally exercisable at a general meeting of Assura
Shareholders, and the potential acceleration of Assura's Q3 dividend). In
addition, in making its decision the Assura Board and its advisers have
reviewed the potential risks set out in Assura's announcement on 11 June 2025
and have engaged in further discussions with PHP and its advisers regarding
PHP's proposed capital structure and disposal programme.

In relation to its proposed disposal programme, PHP has provided additional
comfort to the Assura Board and confirmed that it is in detailed discussions
with a number of highly credible investors regarding a planned joint venture
in respect of Assura's private hospital portfolio. The Boards of Assura and
PHP have agreed that disposals should be undertaken in a timeframe that will
ensure best value is achieved for shareholders and the Assura Board will take
all reasonable steps to enable this to occur following Completion.

In relation to capital structure, the Assura Board notes (a) progress on the
part of PHP in obtaining change of control waivers in respect of Assura's
revolving bank facility, thereby reducing the amount required under the
acquisition facility, and (b) the agreement of a restated two-year maturity
for Assura's term loan from Barclays, plus additional extension options to
2029.

At the same time, the Assura Board recognises the benefits of a combination
with PHP including: (i) that Assura Shareholders would remain invested in a
larger and more efficient REIT, which would own a combined £6 billion
portfolio of social infrastructure assets; (ii) that the combined group would
allow Assura Shareholders to continue to benefit from the attractive long-term
dynamics of the healthcare real estate sector; (iii) that Assura Shareholders,
as shareholders in the Combined Group, would be invested in an enlarged
company with increased visibility in the public markets, greater index
weighting and improved share liquidity; (iv) that the transaction is expected
to be earnings enhancing in the first full financial year post completion of
the Combination for both companies' shareholders on a pro forma basis, taking
into account expected annualised, run-rate synergies and (v) the premium that
the Increased PHP Offer represents compared to both Assura's undisturbed share
price and the Final Consortium Offer.

The Assura Board also recognises that the Increased PHP Offer contains a cash
component and the entitlement to a Special Dividend (via the acceleration of
Assura's Q3 dividend). These cash elements allow Assura Shareholders to
crystallise a meaningful portion of their current investment in cash, with
flexibility under the Mix and Match Facility, while also allowing them to
benefit from remaining invested in the Combined Group.

Against this background, having reviewed the potential risks and the increased
benefits of the Combination for Assura Shareholders, the Assura Board has
decided to recommend the Increased PHP Offer. Consequently, the Assura Board
has withdrawn its recommendation of the Final Consortium Offer and advises
Assura Shareholders to take no action in relation to the Final Consortium
Offer.

5.   Financing

The cash consideration payable by PHP to Assura Shareholders pursuant to the
terms of the Combination will be funded by way of an unsecured loan to be made
available pursuant to the terms of a facilities agreement (the "Facilities
Agreement") between (1) PHP, (2) Citibank, N.A., London Branch, The Royal Bank
of Scotland Plc and Lloyds Bank plc as mandated lead arrangers, (3) Citibank,
N.A., London Branch, Lloyds Bank plc and The Royal Bank of Scotland plc as
original lenders and (4) The Royal Bank of Scotland Plc as agent, with a total
aggregate commitments of £1,225,000,000 with a term of 30 months from the
date of execution of the Facilities Agreement.

Further details in respect of the Facilities Agreement and these arrangements
is included in the Original Offer Document (as may be updated, if necessary to
take into account the Increased PHP Offer, in the Revised Offer Document).

Rothschild & Co and Deutsche Numis, in their respective capacities as
joint lead financial advisers to PHP, are satisfied that sufficient cash
resources are available to PHP to enable it to satisfy in full the cash
consideration payable to Assura Shareholders under the cash element of the
terms of the Increased PHP Offer.

6.   Conditions to and further terms of the Increased PHP Offer

Save as set out in this Announcement, the Increased PHP Offer is subject to
the same terms and conditions as set out in Part 2 (Conditions to and Further
Terms of the Offer) of the Original Offer Document (including any post-offer
intention statements under Rule 19.6 of the Takeover Code and any other
disclosures contained in the Original Offer Document). The Increased PHP Offer
is a revision to the Original Offer and should be construed accordingly.

In particular, the Boards of PHP and Assura note the following:

PHP shareholder approval and listing conditions

The PHP Board reminds Assura Shareholders and PHP Shareholders that, pursuant
to Conditions 2.1 and 2.2, the Combination (as amended by the Increased PHP
Offer) remains subject to: (i) the passing at the PHP General Meeting by the
requisite majority of PHP Shareholders of the PHP Resolution and (ii) the
listing conditions.

Foreign direct investment

The PHP Board further reminds Assura Shareholders and PHP Shareholders that,
pursuant to Condition 2.3, the Combination (as amended by the Increased PHP
Offer) remains subject to foreign direct investment approval in the Republic
of Ireland. The PHP Board expects to receive this approval within the next 2
to 3 weeks.

Antitrust, competition and merger control

The Combination (as amended by the Increased PHP Offer) is not conditional on
any antitrust, competition or merger control approvals.

7.   Intentions of PHP and disclosures

Save as set out in this Announcement, PHP confirms that the Increased PHP
Offer does not change its intentions as regards the business of Assura,
including as to its employees, management and pension schemes and locations,
as detailed in paragraph 14 of Part 1 of the Original Offer Document
(Intentions of PHP with regard to Assura's business, employees, and the Assura
Pension Scheme).

Board and governance arrangements

It is intended that, following this Announcement of the Increased PHP Offer,
the Boards of PHP and Assura will review the structure of the board and
management of the Combined Group. No discussions have taken place on this
matter to date.

PHP 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 Original Offer Document.

8.   Revised Offer Document and Supplementary Prospectus

The Original Offer Document contains the terms and conditions to the Original
Offer. The Revised Offer Document containing updates to those terms and
conditions to reflect the Increased PHP Offer and any material updates since
the publication of the Original Offer Document will be sent to Assura
Shareholders as soon as reasonably practicable. The Revised Offer Document
will include the opinion of the Assura Board on the recommended Increased PHP
Offer and other relevant information required by Rule 25 of the Takeover Code.

The Revised Offer Document will contain a revised expected timetable of
principal events in relation to the Increased PHP Offer.

A second form of acceptance and election (the "Second Form of Acceptance and
Election") will also be sent to Assura Shareholders together with the Revised
Offer Document. However, Assura Shareholders who have already validly accepted
the Original Offer will automatically be deemed to have accepted the terms of
the Increased PHP Offer by virtue of their prior acceptance and, if
applicable, to have made a Mix and Match Election in the same manner as
indicated in such prior acceptance. Such Assura Shareholders therefore will
not need to take any further action, and do not need to complete or return
this Second Form of Acceptance and Election or make a further electronic
acceptance.

The Combined Circular and Prospectus contains further information on PHP and
the New PHP Shares. A supplementary prospectus updating the Combined Circular
and Prospectus for the Increased PHP Offer and any other material updates
since the publication of the Combined Circular and Prospectus (the
"Supplementary Prospectus") will be published and sent to Assura Shareholders
as soon as reasonably practicable.

The Revised Offer Document, the Second Form of Acceptance and Election, and
the Supplementary Prospectus will, subject to certain restrictions relating to
persons resident in the United States and other Restricted Jurisdictions, be
made available on the respective websites of PHP (www.phpgroup.co.uk
(http://www.phpgroup.co.uk) ) and Assura
(www.assuraplc.com/investor-relations/shareholder-information/offer-from-php
(http://www.assuraplc.com/investor-relations/shareholder-information/offer-from-php)
).

9.   Dividends

Assura Dividends

Under the terms the Combination, as well as having received the quarterly
dividend of 0.84 pence paid on 9 April 2025, Assura Shareholders will be
entitled to receive or retain:

·      the Assura July Dividend, being the declared quarterly dividend
due to be paid on 9 July 2025 of 0.84 pence per Assura Share; and

·      a Special Dividend of up to a maximum of 0.84 pence per Assura
Share conditional upon the Increased PHP Offer becoming Unconditional and, if
the Increased PHP Offer becomes Unconditional, will be paid to Assura
Shareholders on the register of members of Assura at the applicable Dividend
Record Time, further details of which will be set out in the Revised Offer
Document.

If, on or after 16 May 2025 (being the date of PHP's original firm offer
announcement), any dividend, distribution and/or other return of capital or
value, is announced, declared, made or paid in respect of the Assura Shares
and with a record date on or before the Unconditional Date other than (i) the
Assura July Dividend; and (ii) the Special Dividend, PHP reserves the right to
reduce the value of the consideration payable for each Assura Share under the
terms of the Combination accordingly by reference to the aggregate amount per
Assura Share of all or part of any such dividend (or in the case of each of
the Assura July Dividend and Special Dividend, to the extent it exceeds 0.84
pence per share) and/or distribution and/or other return of capital or value,
in which case any reference in this Announcement to the consideration payable
under the terms of the Combination will be deemed to be a reference to the
consideration as so reduced.

Save in respect of any Assura Dividends, to the extent that such a dividend
and/or distribution and/or other return of capital or value has been declared
but reached the ex-dividend date but not been paid prior to the Unconditional
Date, and such dividend and/or distribution and/or other return of capital or
value is cancelled, then the terms of the Combination shall not be subject to
change in accordance with this section.

Any exercise by PHP of its rights referred to in this section shall be the
subject of an announcement and, for the avoidance of doubt, shall not be
regarded as constituting any revision or variation of the terms of the
Increased PHP Offer or the Combination. In such circumstances, Assura
Shareholders would be entitled to retain any such dividend, distribution
and/or other return of capital or value.

PHP Dividends

Under the ordinary timetable, quarterly dividends for each PHP Share are
expected to be paid in each of August and November 2025.

PHP reserves the right to declare, make or pay any dividend or other
distribution on or after the date of this Announcement and prior to the
Unconditional Date provided that, in each case, such dividend or other
distribution is declared, made and/or paid: (i) in accordance with PHP's the
ordinary course financial calendar, (ii) in accordance with PHP's dividend
policy at the date of this Announcement and (iii) in a manner consistent with
past practice.

Taking account of the Assura July Dividend due to be paid on 9 July 2025, to
the extent that completion of the Combination occurs before the ex-dividend
date of 4 July 2025 of the PHP quarterly dividend expected to be paid on 15
August 2025 (the "PHP August Dividend"), PHP reserves the right to accelerate
payment of the PHP August Dividend to ensure that the PHP August Dividend is
received by PHP Shareholders on the register of members of PHP prior to the
date of completion of the Combination.

Combined Group

Following completion of the Combination, the PHP Board expects the Combined
Group to continue its progressive dividend policy. The PHP Directors expect
that the dividend will continue to be paid quarterly, in keeping with PHP's
existing dividend timetable.

10.  How to accept the Increased PHP Offer

Pursuant to the terms of the Increased PHP Offer, Assura Shareholders who have
already accepted the Original Offer will automatically be deemed to have
accepted the Increased PHP Offer, by virtue of their prior acceptance and do
not need to take any further action.

Assura Shareholders holding Assura Shares in certificated form (i.e. not in
CREST) who wish to accept the Increased PHP Offer and to make an election
under the Mix and Match Facility should complete either (i) the First Form of
Acceptance and Election accompanying the Original Offer Document dated 13 June
2025; or (ii) the Second Form of Acceptance and Election which will accompany
the Revised Offer Document to be posted in due course.

Assura Shareholders holding Assura Shares in uncertificated form (i.e. in
CREST) who wish to accept the Increased PHP Offer and to make an election
under the Mix and Match Facility should do so electronically through CREST.

Assura Shareholders with any questions relating to this Announcement or the
Revised Offer Document or the completion and return of the Second Form of
Acceptance and Election (following their publication) should telephone the
Receiving Agent, Equiniti, on +44 (0) 371 384 2414. Calls from outside the UK
will be charged at the applicable international rate.

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

Further details of actions to be taken by Assura Shareholders will be
contained in the Revised Offer Document.

11.  General

This Announcement should be read in conjunction with the full text of PHP's
firm offer announcement published on 16 May 2025, the Original Offer Document,
the Combined Circular and Prospectus, the Revised Offer Document and the
Supplementary Prospectus (when published), copies of which are (or will be)
available on PHP's website at www.phpgroup.co.uk (http://www.phpgroup.co.uk)
and Assura's website at
www.assuraplc.com/investor-relations/shareholder-information/offer-from-php
(http://www.assuraplc.com/investor-relations/shareholder-information/offer-from-php)
.

Rothschild & Co. and Deutsche Numis (as joint lead financial advisers to
PHP) have each given and not withdrawn their consent to the publication of
this Announcement and the inclusion herein of the references to their names in
the form and context in which they appear.

Peel Hunt and Citi (as joint financial advisers to PHP) have each given and
not withdrawn their consent to the inclusion herein of the references to their
names in the form and context in which they appear.

Lazard, Barclays and Stifel (as financial advisers to Assura) have each given
and not withdrawn their consent to the publication of this Announcement with
the inclusion herein of the references to their names in the form and context
in which they appear.

Enquiries:

 Assura plc                                                                    +44 (0) 161 515 2043

 Ed Smith, Non-Executive Chair

 Jonathan Murphy, Chief Executive Officer

 Jayne Cottam, Chief Financial Officer

 Lazard (Lead Financial Adviser to Assura)                                     +44 (0) 20 7187 2000

 Cyrus Kapadia

 Patrick Long

 Caitlin Martin

 Barclays Bank PLC (Joint Corporate Broker and Financial Adviser to Assura)    +44 (0) 20 7623 2323

 Bronson Albery

 Callum West

 Ronak Shah

 Stifel Nicolaus Europe Limited (Joint Corporate Broker and Financial Adviser  +44 (0) 20 7710 7600
 to Assura)

 Mark Young

 Jonathan Wilkes-Green

 Catriona Neville

 FGS Global (PR Adviser to Assura)                                             +44 (0) 20 7251 3801

 Gordon Simpson                                                                Assura-LON@fgsglobal.com

 Anjali Unnikrishnan

 Grace Whelan

 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

Travers Smith LLP is acting as legal adviser to Assura.

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

The person responsible for arranging the release of this Announcement on
behalf of PHP is Toby Newman, Company Secretary.

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

Further information

Lazard & Co., Limited ("Lazard"), which is authorised and regulated by the
FCA in the United Kingdom, is acting exclusively as lead financial adviser to
Assura and no one else in connection with the Combination and will not be
responsible to anyone other than Assura for providing the protections afforded
to clients of Lazard nor for providing advice in relation to the Combination
or any other matters referred to in this Announcement. Neither Lazard 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 Lazard in connection with this
Announcement, any statement contained herein or otherwise.

Barclays Bank PLC ("Barclays"), which is authorised by the PRA and regulated
by the FCA and the PRA in the United Kingdom, is acting exclusively as joint
corporate broker and financial adviser to Assura and no one else in connection
with the Combination and will not be responsible to anyone other than Assura
for providing the protections afforded to clients of Barclays nor for
providing advice in relation to the Combination or any other matters referred
to in this Announcement. Neither Barclays 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 Barclays in connection with this Announcement, any statement
contained herein or otherwise.

Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated
by the FCA in the United Kingdom, is acting exclusively as joint corporate
broker and financial adviser to Assura and no one else in connection with the
Combination and will not be responsible to anyone other than Assura for
providing the protections afforded to clients of Stifel nor for providing
advice in relation to the Combination or any other matters referred to in this
Announcement. Neither Stifel 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 Stifel in connection with this Announcement, any statement
contained herein or otherwise.

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
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 (as updated by the Revised Offer Document) which
together will contain the full terms and conditions of the Combination,
including details of how to accept the Increased PHP 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 Forms of Acceptance and Election, the Combined Circular and
Prospectus and the Supplementary Prospectus.

PHP and Assura will prepare the Revised Offer Document to be distributed to
Assura Shareholders. PHP urges Assura Shareholders to read the Revised Offer
Document when it becomes available because it will contain important
information relating to the Combination.

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 Combined Circular and
Prospectus containing information on the New PHP Shares and the Combined Group
as well as the Original Offer Document, and will also publish the Revised
Offer Document and the Supplementary Prospectus. PHP urges Assura Shareholders
to read the Original Offer Document, the Revised Offer Document, the Forms of
Acceptance and Election and the Combined Circular and Prospectus and the
Supplementary Prospectus carefully, as they become available, because they
will 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
Forms of Acceptance and Election and the Combined Circular and Prospectus and
the Supplementary Prospectus.

PHP also urges PHP Shareholders to read the Combined Circular and Prospectus
as it contains important information relating to the Combination. Any
approval, decision or other response to the Combination by PHP Shareholders
should be made only on the basis of the information in the Combined Circular
and Prospectus. PHP Shareholders are strongly advised to read the formal
documentation in relation to the Combination.

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 Increased PHP 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 Forms of Acceptance and Election in connection with the
Increased PHP 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 will be contained in the Revised Offer Document.

Unless otherwise determined by PHP or required by the Takeover Code, and
permitted by applicable law and regulation, the Increased PHP 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 Increased PHP 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 Increased PHP Offer. Unless otherwise determined by PHP and permitted by
applicable law and regulation, the Increased PHP 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 Increased PHP 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 Increased PHP Offer have not
been and will not be registered under the US Securities Act nor under any of
the relevant securities laws of any securities regulatory authority of any
state or other jurisdiction of the United States or of any other Restricted
Jurisdiction. Accordingly, the New PHP Shares may not be offered, sold or
delivered, directly or indirectly, in or into the United States or any other
Restricted Jurisdiction nor to any US Person or Restricted Overseas Person,
except pursuant to exemptions from the registration requirements of any such
jurisdiction.

Further details in relation to Overseas Shareholders will be included in the
Revised Offer Document and Assura Shareholders are advised to read carefully
the Revised Offer Document once it has been mailed.

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.

Notice relating to the United States

This Announcement 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, including the United States, pursuant to the
Increased PHP Offer or otherwise. The Combination will be made solely through
the Original Offer Document (as amended by 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, the Revised Offer Document, the
Combined Circular and Prospectus and the Supplementary Prospectus.

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 Announcement have been prepared in accordance
with non-US accounting standards that may not be comparable to the financial
statements of US companies or companies whose financial statements are
prepared in accordance with generally accepted accounting principles in the
United States. It may be difficult for US holders of shares to enforce their
rights and any claims they may have arising under the US 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. US
holders of shares in PHP or Assura may not be able to sue PHP, Assura or their
respective officers or directors in a non-US court for violations of US
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 US court.

The New PHP Shares have not been and will not be registered under the US
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 US Person except in transactions exempt from, or not subject
to, the registration requirements of the US 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 Combined Circular and Prospectus, the Original
Offer Document, the Revised Offer Document, the Supplementary Prospectus, the
Forms of Acceptance and Election, or any other offering document has been
approved or disapproved by the SEC, any state securities commission in the
United States, or any other US 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 Increased PHP Offer will
not be subject to the disclosure and other procedural requirements of
Regulation 14D under the US Exchange Act. If made into the United States, the
Increased PHP Offer will be made in accordance with applicable requirements of
Regulation 14E under the US Exchange Act. However, the Increased PHP Offer
will qualify for "Tier II" exemptions from the tender offer rules included in
Regulation 14E under the US Exchange Act. Accordingly, the Increased PHP 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 US
domestic tender offer procedures and law.

No document relating to the Increased PHP 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 US Securities Act) may be
permitted, at PHP's sole discretion, to participate in the Increased PHP Offer
upon establishing its eligibility as an Eligible US Holder. PHP will require
the provision of a letter by Eligible US 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 Increased PHP Offer by an
Eligible US Holder may be a taxable transaction for US federal income tax
purposes and under applicable US 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 Increased PHP 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
Increased PHP Offer remains open for acceptance make certain purchases of, or
arrangements to purchase, Assura Shares outside the United States otherwise
than under the Increased PHP 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
(http://www.londonstockexchange.com) ).

Forward looking statements

This Announcement (including information incorporated by reference in this
Announcement), statements made regarding the Combination, and other
information published by PHP and Assura contain statements which are, or may
be deemed to be, "forward-looking statements". 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 PHP about future
events, and are therefore subject to risks and uncertainties which could cause
actual results to differ materially from the future results expressed or
implied by the forward-looking statements.

The forward-looking statements contained in this Announcement include
statements with respect to the final condition, results of operations and
business of PHP and Assura and relating to the expected effects of the
Combination on PHP and Assura (including their future prospects, developments
and strategies), the expected timing and scope of the Combination and other
statements other than historical facts. Often, but not always, forward-looking
statements can be identified by the fact that they do not relate only to
historical or current facts and by the use of forward-looking words such as
"prepares", "plans", "expects" or "does not expect", "is expected", "is
subject to", "budget", "projects", "synergy", "strategy", "scheduled", "goal",
"estimates", "forecasts", "cost-saving", "intends", "anticipates" or "does not
anticipate", or "believes", or variations of such words and phrases or
statements that certain actions, events or results "may", "could", "should",
"would", "might" or "will" be taken, occur or be achieved. 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 PHP's, Assura's, any member of the PHP Group's or any member of
the Assura Group's operations and potential synergies resulting from the
Combination; and (iii) the effects of global economic conditions and
governmental regulation on PHP's, Assura's, any member of the PHP Group's or
any member of the Assura Group's business.

Although PHP and Assura believe that the expectations reflected in such
forward-looking statements are reasonable, PHP and Assura can give no
assurance that such expectations will prove to be correct. By their nature,
forward-looking statements involve known and unknown risk and uncertainty
because they relate to events and depend on circumstances that will occur in
the future. There are a number of factors that could be beyond the control of
PHP and/or Assura which may cause actual results and developments to differ
materially from those expressed or implied by such forward-looking statements.

These factors include, but are not limited to: the ability to complete the
Combination; the ability to obtain requisite regulatory and shareholder
approvals and the satisfaction of other Conditions on the proposed terms and
schedule; changes in the global political, economic, business and competitive
environments and in market and regulatory forces; changes in future exchange
and interest rates; changes in tax rates; future business combinations or
disposals; changes in general economic and business conditions; changes in the
behaviour of other market participants; changes in the anticipated benefits
from the Combination not being realised as a result of changes in general
economic and market conditions in the countries in which PHP and Assura
operate, weak, volatile or illiquid capital and/or credit markets, changes in
tax rates, interest rate and currency value fluctuations, the degree of
competition in the geographic and business areas in which PHP and Assura
operate and changes in laws or in supervisory expectations or requirements.
Other unknown or unpredictable factors could cause actual results to differ
materially from those expected, estimated or projected in the forward-looking
statements. If any one or more of these risks or uncertainties materialises or
if any one or more of the assumptions proves incorrect, actual results may
differ materially from those expected, estimated or projected. Such
forward-looking statements should therefore be construed in the light of such
factors. Neither PHP or Assura, nor any of its affiliates or any of their
respective directors, officers, employees, agents 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. You are cautioned not to place any reliance on these
forward-looking statements.

Specifically, statements of estimated cost savings and synergies related to
future actions and circumstances, by their nature, involve risks,
uncertainties and contingencies. As a result, the cost savings and synergies,
if referred to, may not be achieved, may be achieved later or sooner than
estimated, or those achieved could be materially different from those
estimated. Due to the relative scales of the PHP and Assura, there may be
additional changes to the PHP and/or Assura operations. As a result, and given
the fact that the changes relate to the future, the resulting cost synergies
may be materially greater or less than those estimated.

Other than in accordance with their legal or regulatory obligations, PHP and
Assura is not under any obligation, and PHP and Assura expressly disclaims any
intention or obligation, to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.

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 (http://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

In accordance with Rule 26.1 of the Takeover Code, a copy of this Announcement
and the documents required to be published under Rule 26 of the Takeover Code
will be made available at www.phpgroup.co.uk (http://www.phpgroup.co.uk) and
www.assuraplc.com/investor-relations/shareholder-information/offer-from-php
(https://www.assuraplc.com/disclaimer-country-offer-from-php) by no later than
12 noon (London time) on the Business Day following the date of this
Announcement. The content of the websites referred to in this Announcement is
not incorporated into and does not form part of this Announcement.

No profit forecasts or estimates

No statement in this Announcement (including any statement of estimated
synergies) is intended as a profit forecast or estimate for any period and no
statement in this Announcement should be interpreted to mean that earnings or
earnings per share or dividend per share for PHP, Assura or the Combined
Group, as appropriate, for the current or future financial periods would
necessarily match or exceed the historical published earnings or earnings per
share or dividend per share for PHP, Assura or the Combined Group as
appropriate.

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.

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 figures that precede them.

Appendix 1

Sources and Bases of Information

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

1.   Issued share capital of PHP is 1,336,493,786 ordinary shares of 12.5
pence each, with no shares held in treasury

2.   Issued share capital of Assura is 3,250,608,887 ordinary shares of 10.0
pence each, with no shares held in treasury

3.   Share price and volume weighted average share price data is derived
from FactSet and Bloomberg

4.   Financial information relating to PHP is extracted from the audited
financial results for the year ended 31 December 2024, released on 28 February
2025

5.   Financial information relating to Assura is extracted from the
unaudited financial results for the six months ended 30 September 2024,
released on 14 November 2024 and the annual report for the year

6.   Certain figures included in this Announcement have been subject to
rounding adjustments

 

 

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