REG - Primary Health Props Assura plc - Results of PHP General Meeting

Primary Health PropertiesAnnouncement

01/07/2025 12:30

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RNS Number : 2423P  Primary Health Properties PLC  01 July 2025

1 July 2025

For immediate release

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

 

Results of PHP General Meeting

 

Primary Health Properties PLC (the "Company" or "PHP") announces that at the
General Meeting of the Company held today 1 July 2025, all of the resolutions
were duly passed on a poll by the requisite majority.

Accordingly, the condition to the Revised Offer relating to the approval of
the Combination by PHP Shareholders (and set out in Condition 2.1 in Section A
(Conditions to the Offer) of Part 2 (Conditions to and further terms of the
Offer) of the Original Offer Document has been satisfied.

Commenting on the results of the General Meeting, Harry Hyman, Non-Executive
Chair of PHP said:

"We are pleased to announce the passing of all resolutions at our general
meeting this morning. The fact that over 99% of our shareholders voting have
approved the proposed combination with Assura is a strong endorsement of the
Company's ability to deliver an earnings accretive transaction that is
strategically valuable, at an inflection point in the cycle, supported by an
expected strong investment grade credit rating, and that will deliver future
value to shareholders and underpin the Group's progressive dividend policy."

Capitalised terms used in this announcement, unless otherwise defined, have
the same meanings as set out in the offer document published by PHP on 13 June
2025 (the "Original Offer Document"), as supplemented and updated by the
revised offer document published by PHP on 27 June 2025 (the "Revised Offer
Document").

Prior to proposing the resolutions to the meeting, a resolution was passed
unanimously on a show of hands to amend the ordinary resolution numbered 1 set
out in the notice of the meeting to increase the authority to be given by
paragraph 1(B) of that resolution from ordinary shares with a nominal value of
£153,144,311.20 to ordinary shares with a nominal value of £157,292,970.00
(being the aggregate maximum nominal value of New PHP Shares which would be
issued under the Revised Offer) and to delete paragraph 1(C) of that
resolution (as the authority is reflected in the amended paragraph 1(B)).
Both of these changes were made to reflect PHP's recommended Revised Offer.
Save for these amendments, the resolutions were proposed and passed as set out
in full in the notice of the meeting.

Any proxy votes which were at the discretion of the Chair have been included
in the "For" total.

For information the votes cast were as follows:

 Resolution                                                                    For (including discretionary)     Against           Votes Total  % of ISC Voted  Withheld(1)
                                                                               Votes            %                Votes       %
 1. To: (A) approve the proposed acquisition of all or any part of the issued  773,703,879      99.28            5,575,083   0.72  779,278,962  58.31%          1,083,224
 and to be issued share capital of Assura plc ("Assura") (the "Combination")
 and (B) authorise the Directors to allot shares in connection with the
 Combination
 2. To authorise the Directors to allot shares                                 761,239,053      97.69            18,035,163  2.31  779,274,216  58.31%          1,087,970
 3. To authorise the Directors to disapply pre-emption rights*                 763,169,227      97.94            16,022,582  2.06  779,191,809  58.30%          1,170,377

 4. To disapply pre-emption rights in connection with an acquisition or        763,194,532      97.95            16,003,302  2.05  779,197,834  58.30%          1,164,352
 specified capital investment*

 

 

(1)A vote withheld is not a vote in law and is not counted in the calculation
of the proportion of votes for or against a resolution

 

* indicates a special resolution

 

The total issued share capital of PHP is 1,336,493,786 Ordinary Shares. This
figure may be used by Shareholders as the denominator for the calculations by
which they will determine if they are required to notify their interest in, or
a change in their interest in, the share capital of the Company under the
FCA's Disclosure Guidance and Transparency Rules.

A copy of the resolutions passed as special business at today's general
meeting will, in accordance with Listing Rule 6.4.2., be submitted to the
National Storage Mechanism and will be available at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism

For further information contact:

 Rory Godson/Elly Williamson/Louisa Henry

 Sodali & Co.

 T: +44 (0) 7970 246 725

Publication on a website

A copy of this announcement 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

Requesting hard copy documents

In accordance with Rule 30.3 of the Takeover Code, shareholders in Assura,
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.

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.

 

 

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