REG - Primary Health Props Assura plc - Shares and cash offer by PHP for Assura
16/05/2025 13:30
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RNS Number : 0630J Primary Health Properties PLC 16 May 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 AND THE PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT WHICH ARE
EXPECTED TO BE PUBLISHED IN DUE COURSE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE
16 May 2025
Shares and cash offer
by
Primary Health Properties Plc
for
Assura Plc
to be implemented by means of a takeover offer
under Part 28 of the Companies Act 2006
Summary
Primary Health Properties Plc ("PHP") announces the terms of a shares and cash
offer pursuant to which PHP will acquire the entire issued, and to be issued,
ordinary share capital of Assura Plc ("Assura") (the "Combination").
Under the terms of the Combination, Assura Shareholders would receive, for
each Assura Share:
0.3769 New PHP Shares
and
12.5 pence in cash
In addition, as stated in PHP's announcement of 3 April 2025: (i) Assura
Shareholders retained the declared quarterly dividend of 0.84 pence per Assura
Share paid on 9 April 2025 (the "Assura April Dividend"); and (ii) Assura
Shareholders will retain the quarterly dividend of up to a maximum amount of
0.84 pence per Assura Share expected to be paid, on Assura's ordinary dividend
timetable, on 9 July 2025 (the "Assura July Dividend"). The Assura April
Dividend and the Assura July Dividend (together the "Assura Dividends")
represent up to a maximum amount of 1.68 pence per Assura Share.
Based on the PHP closing share price of 99.5 pence on 15 May 2025, being the
last trading date before the date of this Announcement, the Combination
implies a total value of 51.7 pence for each Assura Share, inclusive of the
Assura Dividends of 1.68 pence per Assura Share and values Assura's entire
issued and to be issued ordinary share capital at approximately £1.68
billion, representing:
· a premium of 4.7 per cent. to the value of the recommended firm cash
offer of 49.4 pence per Assura Share made by a consortium formed between (i)
Kohlberg Kravis Roberts & Co. L.P. and its affiliates and (ii) Stonepeak
Partners LP and its affiliates (the "Consortium");
· a premium of 38.2 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 40.1 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);
· a premium of 36.8 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); and
· an increase of 11.9 per cent. to the 46.2 pence per Assura Share
value of the prior PHP proposal of 0.3848 New PHP Shares plus 9.08 pence in
cash announced on 3 April 2025.
Subject to full acceptance of the Offer, following completion of the
Combination, Assura Shareholders would hold approximately 48 per cent. of the
Combined Group's issued share capital.
A Mix and Match Facility will be 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 are set out in paragraph 9 of this Announcement.
The Offer is not conditional on any antitrust, competition or merger control
approvals.
Benefits of the Combination
The PHP Board believes that a combination of Assura and PHP would deliver
significant strategic and financial benefits for both sets of shareholders,
including:
· Creating a UK REIT of significant scale (becoming the ninth) largest
UK listed REIT by market capitalisation) benefiting from increased public
markets presence, greater index weighting and improved investor flows;
· Creating a specialist of greater scale in a growth sector,
underpinned by social infrastructure assets, supported by government policy
placing greater focus on primary care and increasing the demand for modern
healthcare facilities;
· A combined £6 billion portfolio of long-leased, sustainable
infrastructure assets principally let to government tenants and leading UK
healthcare providers, benefiting from increased income security, longevity,
diversity of product type, geography and mix of rent review types;
· Ability to benefit from the improving rental growth outlook
reflecting the significant increases in construction costs in recent years
together with the historically suppressed levels of open market rental value
growth in the sector;
· Combined ability to realise embedded rental increases and back rent
arising from the significant number of outstanding rent reviews across both
portfolios;
· Estimated run-rate cost synergies of approximately £9 million on an
annualised, pre-tax basis, expected to be fully achieved by the end of the
first full financial year post completion, supporting expected earnings
accretion and dividend growth for both companies, with the Combined Group
expected to have one of the lowest EPRA cost ratios in the sector;
· Improved access to capital markets, both debt and equity, with
potential cost of capital benefits due to enhanced scale, liquidity and
diversity with the enlarged business expected to retain a strong investment
grade credit rating;
· Embedded value of the low fixed cost, long-term, debt facilities of
both Assura and PHP valued at 5.5 pence per share as at 30 September 2024 and
9.4 pence per share as at 31 December 2024 respectively, which is expected to
be largely retained following completion of the Combination to the benefit of
the Combined Group's shareholders; and
· Increased ability to deliver asset management initiatives and
development projects to help meet the demand for more fit for purpose space
which will be required as part of the NHS's future plans including the
continuation of the shift of services out of hospitals and into the community.
The PHP Board believes that its market rating is cyclically low and a return
to its long-term average market rating may occur more quickly through the
creation of a stronger Combined Group with expected enhanced growth driven by
two highly complementary property portfolios and a lower cost of capital.
A return to a normalised, long-term, trading valuation provides the potential
for Assura Shareholders to participate in significant share price valuation
upside compared to crystalising value in cash in the short term, while also
benefiting from PHP's strong long-term rating, continuing capital growth and a
growing dividend.
Commenting on the Offer, Harry Hyman, Non-Executive Chair of PHP said:
"The PHP Board believes the strategic rationale and financial terms of the
proposed combination of the UK's two largest healthcare focused listed REITs
are compelling, with the potential to create significant long-term value for
both PHP Shareholders and Assura Shareholders, and in excess of the cash offer
price from the Consortium.
We believe we have reached an inflexion point in the current economic cycle
with strong rental growth and lower interest rates enhancing primary care
property values and net asset value per share expected to improve.
Additionally, there has been significant consolidation in the UK real estate
sector over the last few years with investors increasingly focused on larger,
more scalable REITs with more efficient cost and capital structures, something
the Combined Group is expected to benefit from.
Given the importance of these social healthcare assets to the public good and
the government's commitment to primary care reform, we also believe PLC
ownership provides appropriate stewardship of these assets. The Combined Group
can take a long-term outlook, with both PHP Shareholders and Assura
Shareholders benefiting from enhanced continued and growing income and capital
appreciation."
Commenting on the Offer, Mark Davies, Chief Executive Officer of PHP said:
"This is an important moment for primary care real estate. Property valuations
are improving and rental growth prospects are strongly underpinned by high
demand for space at a time the Government is committed to a shift from
secondary to primary care and the 10-year plan, to be published this summer,
is something to be excited about as an investor in PHP.
Our offer announced today enables the Shareholders in PHP and Assura to
benefit from the rising demand for primary care. The enhanced financial
strength of a larger REIT, which is committed to maintaining a strong
investment grade credit rating, and is expected to have a reduced cost of
capital and annualised cost synergies of approximately £9m.
The benefits of a combination of PHP and Assura are compelling and set out
above. We have carefully crafted our offer which is expected to deliver
earnings accretion to both sets of Shareholders, underpinning our progressive
dividend policy in the future, which remains crucially important. We encourage
shareholders to support the combination and look forward to capturing the
significant opportunity to create shareholder value in the future from the
combined entity."
PHP Board's views on the Consortium's Cash Offer
The PHP Board notes that in relation to the Consortium's Cash Offer:
· It crystallises value in cash at what the PHP Board believes to
be an inflexion point in the cycle with valuation yields and cost of capital
being at a high when viewed on a long-term basis;
· The Assura share price of 37.4 pence per share as at the
Undisturbed Date represents:
o 5.8 per cent. above the 5-year low Assura Share price of 35.3 pence per
share on 10 January 2025;
o 5.0 per cent below the volume weighted average price of an Assura Share
for the 6 months prior to the Undisturbed Date; and
o 24.3 per cent. discount to EPRA NTA as at 30 September 2024, near the
10-year low discount to EPRA NTA of 28.6 per cent. on 14 January 2025;
· Whilst reference is given to the Consortium's Cash Offer being at
100 per cent. of EPRA NTA:
o The proposal is made with reference to an historic EPRA NTA (as at 30
September 2024), with the Consortium's Cash Offer being a 2.0 per cent.
discount to the pro forma 31 March 2025 EPRA NTA of 50.4 pence per share;
o The Consortium's Cash Offer, exclusive of the Assura April Dividend, being
the declared quarterly dividend of 0.84 pence per Assura Share that was paid
on 9 April 2025, does not equate to 100 per cent. of EPRA NTA;
o An offer at or below EPRA NTA attributes no value to the Assura platform,
other than the historic value of Assura's assets;
o EPRA NTA includes no additional value for Assura's in-place, low cost
fixed rate debt facilities, which had a mark-to-market value of 5.5 pence per
share as at 30 September 2024;
o EPRA NTA does not include the potential cumulative cash value of the back
rent relating to the large number of outstanding rent reviews across Assura's
portfolio; and
o EPRA NTA is net of standard purchaser's costs and in particular does not
reflect the stamp duty land tax savings that will arise by acquiring the
Assura property portfolio through the Consortium's proposed scheme of
arrangement.
· The Consortium has retained the right to reduce the Consortium's
Cash Offer price if, and to the extent the Assura July Dividend of 0.84 pence
per share is paid as expected in early July 2025. Under the terms of the PHP
Combination, subject to certain conditions, further details of which are set
out in paragraph 8 of this Announcement, the Assura July Dividend would be
retained by Assura Shareholders without PHP reducing the value of its Offer
(subject to the amount of that dividend not exceeding 0.84 pence per share).
Furthermore, the PHP Board believes that recent market uncertainty has
increased investor demand for low-volatility, social infrastructure assets,
with a stable and growing income profile. In the PHP Board's view, this has
been demonstrated by the recent increase in the PHP Share price, an increase
of 10.5 per cent. since the commencement of the Offer Period, to the Latest
Practicable Date.
Financing
The cash consideration payable by PHP to Assura Shareholders pursuant to the
terms of the Combination will be funded from new facilities to be drawn down
under a facilities agreement entered into between, amongst others, PHP and
certain lenders, as detailed further in paragraph 13 of this Announcement. The
facilities to be drawn down will, amongst other things, fund the cash
consideration due to the Assura Shareholders (including the cash element of
any proposals made or to be made under Rule 15 of the Takeover Code) pursuant
to the Combination.
Dividends
Assura Dividends
Under the terms of PHP's proposed Combination, as well as having received the
quarterly dividend of 0.84 pence paid on 9 April 2025, Assura Shareholders
will be entitled to retain the Assura July Dividend, being the quarterly
dividend expected to be paid on 9 July 2025 up to a maximum amount of 0.84
pence per share.
If, on or after the date of this 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 the Assura July 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 the
Assura July 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.
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 paragraph.
Any exercise by PHP of its rights referred to in this paragraph 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 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 in the ordinary course.
To the extent that completion of the Combination occurs before the expected
ex-dividend date (expected to be early July 2025) of the PHP quarterly
dividend expected to be paid in August 2025 (the "PHP August Dividend"), but
after the ex-dividend date of the Assura July Dividend (expected to be early
June 2025), 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 Combined Group will 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.
Structure of the Combination
It is intended that the Combination will be implemented by way of a takeover
offer under Part 28 of the Companies Act and the Takeover Code. PHP reserves
the right to elect to implement the Combination by way of a Scheme of
Arrangement as an alternative to the Offer, subject to the Panel's consent.
The Combination also constitutes a "reverse takeover" for PHP for the purposes
of the UK Listing Rules, and this Announcement constitutes a notification
pursuant to Chapter 7 of the UK Listing Rules.
Appendix 4 to this Announcement contains property valuations supported by
reports from the external valuers (as defined by the Royal Institution of
Chartered Surveyors' Valuation - Global Standards (2022)) for PHP as at 31
December 2024 and as at 30 April 2025 (as relevant) pursuant to the
requirements of Rule 29 of the Takeover Code. These property valuation reports
will, subject to the requirements of the Takeover Code, be reproduced in the
Offer Document and the Combined Circular and Prospectus.
The Offer Document and the Form(s) of Acceptance and Form of Election
accompanying the Offer Document will include full details of the Offer and
will also contain the expected timetable of the Offer and will specify the
necessary actions to be taken by Assura Shareholders. The Offer Document and
the Form(s) of Acceptance and Form of Election will be published and sent to
Assura Shareholders (other than to Restricted Overseas Persons) and, for
information only, to participants in the Assura Share Plans, at no charge to
them, as soon as reasonably practicable, and in any event within 28 days after
the date of this Announcement (subject to any extension agreed by PHP and with
the consent of the Panel).
It is expected that the Combined Circular and Prospectus, containing
information about, amongst other things, the New PHP Shares and the Combined
Group, will be published and posted to Assura Shareholders and PHP
Shareholders (other than to Restricted Overseas Persons) at the same time as
the Offer Document is published.
Assura Shareholders are urged to read the Offer Document, the accompanying
Form(s) of Acceptance and Form of Election and the Combined Circular and
Prospectus when they are sent to them because they will contain important
information.
It is currently anticipated that the Combination would complete in the third
quarter of 2025.
Conditions to the Offer
The Offer will be conditional on, among other things, valid acceptances being
received (and not validly withdrawn in accordance with the rules and
requirements of the Takeover Code and the terms of the Offer) by no later than
1.00 p.m. (London time) on the Unconditional Date (or such later time(s)
and/or date(s) as PHP may, with the consent of the Panel, 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 Offer or otherwise), represent Assura Shares carrying not less than 75 per
cent. (75%) of the voting rights then normally exercisable at a general
meeting of Assura Shareholders (or such lower percentage as PHP may decide)
(the "Acceptance Condition"), provided that the Acceptance Condition shall not
be satisfied unless, taken together with Assura Shares that it already owns,
PHP holds or has acquired or agreed to acquire (whether pursuant to the Offer
or otherwise), directly or indirectly, Assura Shares carrying in aggregate
more than 50 per cent. (50%) of the voting rights then normally exercisable at
a general meeting of Assura Shareholders. Unless the Panel agrees otherwise,
the Acceptance Condition shall only be capable of being satisfied when all
other Conditions have been satisfied or, if applicable, waived.
The Offer will also be subject to the Admission Condition and the other terms
and conditions referred to in Appendix 1 to this Announcement, to be set out
in the Offer Document and sent to the Assura Shareholders and, for information
only, to participants in the Assura Share Plans. The Combined Circular and
Prospectus will be sent to PHP Shareholders (and to the Assura Shareholders
for information purposes only) (in each case other than to Restricted Overseas
Persons).
The Offer is not conditional on any antitrust, competition or merger control
approvals.
PHP Shareholder approval
The Combination constitutes a reverse takeover for PHP for the purposes of the
UK Listing Rules. Accordingly, the Combination will be conditional on the
approval by the PHP Shareholders of the Combination and related matters at the
PHP General Meeting.
Delisting, cancellation of trading, re-registration and compulsory acquisition
If the Offer becomes or is declared unconditional and if PHP has acquired or
agreed to acquire Assura Shares carrying 75 per cent. (75%) or more of the
voting rights of Assura (or the appropriate special resolutions are otherwise
passed), it is intended that PHP shall procure that Assura makes a request to:
· the FCA to cancel the listing of Assura Shares from the Official
List and makes an application to the London Stock Exchange for the
cancellation of the admission to trading of Assura Shares on the Main Market;
and
· the JSE for the cancellation of the listing and trading of the
Assura Shares on the Main Board of the JSE.
The cancellation of the listing would significantly reduce the liquidity and
marketability of any Assura Shares not assented to the Offer at that time,
following which all Assura Shares will be suspended from the Official List and
from trading on the Main Market of the London Stock Exchange and the Assura
Shares will be disabled in CREST and also suspended from trading on the Main
Board of the JSE and disabled in the STRATE system. No transfers will be
registered after 6.00 p.m. (London time) on that date.
If PHP receives acceptances under the Offer in respect of, and/or otherwise
acquires, 90 per cent. (90%) or more of the Assura Shares to which the Offer
relates, PHP intends to exercise its rights pursuant to the provisions of
Chapter 3 of Part 28 of the Companies Act to acquire compulsorily any Assura
Shares not acquired or agreed to be acquired by or on behalf of PHP pursuant
to the Offer or otherwise on the same terms as the Offer.
Admission of New PHP Shares
Subject to the Offer becoming Unconditional, application will be made to the
London Stock Exchange for the New PHP Shares to be admitted to trading on the
Equity Shares (Commercial Companies) category of the Main Market, and to the
JSE for the New PHP Shares to be admitted to trading on the Main Board of the
Johannesburg Stock Exchange.
This summary should be read in conjunction with, and is subject to, the rest
of this Announcement and the Appendices.
The Combination is subject to the satisfaction or, where applicable, waiver of
the Conditions and certain further terms of the Combination set out in
Appendix 1 to this Announcement and to the full terms and conditions to be set
out in the Offer Document. Appendix 2 to this Announcement contains the
sources and bases of certain information contained in this summary and this
Announcement.
Appendix 3 to this Announcement contains the Quantified Financial Benefits
Statement, together with the report from PwC, as reporting accountants to PHP
for the purposes of the Quantified Financial Benefits Statement, and the
report from Rothschild & Co and Deutsche Numis, as joint lead financial
advisers to PHP for the purposes of the Quantified Financial Benefits
Statement, as required under Rule 28.1(a) of the Takeover Code.
For the purposes of Rule 28 of the Takeover Code, the Quantified Financial
Benefits Statement contained in Appendix 3 to this Announcement is the
responsibility of PHP and the PHP Directors.
Any statement of intention, belief or expectation for the Combined Group
following the Unconditional Date is an intention, belief or expectation of the
PHP Directors.
Appendix 4 to this Announcement contains property valuations supported by
valuation reports for PHP as at 31 December 2024 and as at 30 April 2025 (as
relevant) pursuant to the requirements of Rule 29 of the Takeover Code. These
property valuation reports will, subject to the requirements of the Takeover
Code, be reproduced in the Offer Document and the Combined Circular and
Prospectus.
Appendix 5 to this Announcement contains the definitions of certain terms used
in this summary and the rest of this Announcement.
Enquiries:
Primary Health Properties Plc +44 (0) 7970 246 725
Harry Hyman, Non-Executive Chair via Sodali & Co
Mark Davies, Chief Executive Officer
Richard Howell, Chief Financial Officer
Rothschild & Co (Joint Lead Financial Adviser to PHP) +44 (0) 207 280 5000
Alex Midgen
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 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
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 Offer
Document (or, if the Combination is implemented by way of a Scheme, the Scheme
Document) which will contain the full terms and conditions of the Combination,
including details of how to accept the Offer. Any decision or response in
relation to the Combination, or if the Combination is implemented by way of a
Scheme, any vote in respect of the Scheme should be made only on the basis of
the information contained in the Offer Document (or, if the Combination is
implemented by way of a Scheme, the Scheme Document) and the Combined Circular
and Prospectus.
PHP will prepare the Offer Document (or, if the Combination is implemented by
way of a Scheme, Assura would be expected to prepare the Scheme Document) to
be distributed to Assura Shareholders. PHP urges Assura Shareholders to read
the Offer Document (or Scheme Document, as applicable) 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 will publish a prospectus or equivalent
document containing information on the New PHP Shares and the Combined Group
as well as the Offer Document. PHP urges Assura Shareholders to read the Offer
Document, the Form(s) of Acceptance, the Form of Election and the Combined
Circular and Prospectus carefully when 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 Offer Document, the Form(s) of Acceptance, the Form of
Election and the Combined Circular and Prospectus.
PHP also urges PHP Shareholders to read the Combined Circular and Prospectus
when it becomes available as it will contain 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 once it has been
despatched. It is expected that the Combined Circular and Prospectus
(including the notice of the PHP General Meeting) together with the relevant
form of proxy, will be posted to PHP Shareholders as soon as is reasonably
practicable and in any event within 28 days of this Announcement, unless
otherwise agreed with the Panel.
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 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 and South Africa may be restricted by law and
therefore any persons who are subject to the law of any jurisdiction other
than the UK and South Africa 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 or South Africa to execute Form(s) of Acceptance or the Form of
Election in connection with the Offer; and persons who are not resident in the
United Kingdom (including, in this instance, persons who are resident in South
Africa) 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 Offer Document (or, if the
Combination is implemented by way of a Scheme, the Scheme Document).
Unless otherwise determined by PHP or required by the Takeover Code, and
permitted by applicable law and regulation, the 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 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 Offer. Unless otherwise determined by PHP and permitted by applicable law
and regulation, the 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 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 Offer have not been and will
not be registered under the U.S. 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 U.S. Person or Restricted Overseas Person, except
pursuant to exemptions from the registration requirements of the U.S.
Securities Act (in the case of the United States) and any applicable
requirements of any other such jurisdiction.
Further details in relation to Overseas Shareholders will be included in the
Offer Document (or, if the Combination is implemented by way of a Scheme, the
Scheme Document) and Assura Shareholders are advised to read carefully the
Offer Document (or Scheme Document, as applicable) once it has been mailed.
The Combination will be 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 to U.S. investors in Assura
The Combination relates to the shares of an English company with a listing on
the London Stock Exchange and is being made by means of a takeover offer
provided for under English law and subject to the Takeover Code. If, in the
future, PHP determines to extend the Offer into the United States, the Offer
will be carried out in compliance with applicable United States laws and
regulations, including, without limitation, the U.S. Securities Act and, to
the extent applicable, Section 14(e) of the U.S. Exchange Act and Regulation
14E thereunder. Financial information included in this Announcement and the
Offer Document has been or will have been prepared in accordance with
accounting standards applicable in the United Kingdom that may not be
comparable to financial information of U.S. companies or companies whose
financial statements are prepared in accordance with generally accepted
accounting principles in the United States.
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 Offer
remains open for acceptance make certain purchases of, or arrangements to
purchase, Assura Shares outside the United States otherwise than under the
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 (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 believes that the expectations reflected in such forward-looking
statements are reasonable, PHP 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, 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 Group and Assura Group, there
may be additional changes to the PHP Group's and/or Assura Group's 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 is
not under any obligation, and PHP 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 (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
will be available at www.phpgroup.co.uk (www.phpgroup.co.uk) 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
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.
Quantified Financial Benefits Statement
The statements in the Quantified Financial Benefits Statement relate to future
actions and circumstances which, by their nature, involve risks, uncertainties
and contingencies. The synergies and cost savings referred to may not be
achieved, or may be achieved later or sooner than estimated, or those achieved
could be materially different from those estimated. For the purposes of Rule
28 of the Takeover Code, the Quantified Financial Benefits Statement contained
in this Announcement is the responsibility of PHP and the PHP Directors.
The synergies or other quantified estimated financial benefits referred to are
contingent on the Combination and could not be achieved independently. The
estimated synergies or other quantified estimated financial benefits referred
to reflect both the beneficial elements and relevant costs.
General
PHP reserves the right to elect to implement the Combination by way of a
Scheme as an alternative to the Offer, subject to the Panel's consent. In such
event, such Scheme will be implemented on substantially the same terms and
conditions, so far as applicable, as those which would apply to the Offer
(subject to appropriate amendments).
Investors should be aware that PHP may purchase Assura Shares otherwise than
under any Scheme or the 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.
Assura Shareholders recorded on the South African Register may request hard
copies of this Announcement by contacting JSE Investor Services at One
Exchange Square, 2 Gwen Lane, Sandown, Sandton 2196, South Africa or on 011
713 0800 (from within South Africa) and +27 11 713 0800 (from outside South
Africa) between 8.30 a.m. and 5.30 p.m. (London time) Monday to Friday (public
holidays excepted). Calls to this number from persons who are not resident in
South Africa are charged at the applicable international rate. Calls from a
mobile device may incur network extras.
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.
Rule 2.9 of the Takeover Code
In accordance with Rule 2.9 of the Takeover Code, as at the close of business
on the Latest Practicable Date, PHP confirms that its issued share capital
consisted of 1,336,493,786 ordinary shares of 12.5 pence each, of which
317,114 ordinary shares are held in PHP's employee benefit trust (the "EBT")
and no shares held in treasury. Accordingly, the total number of voting rights
in PHP is 1,336,493,786. Of the shares held by the EBT, 270,237 are expected
to be allocated to employees following the release of this Announcement when
the Company will no longer be a close period for the purposes of the Market
Abuse Regulation. Following such allocation, the EBT will continue to hold
46,877 ordinary shares. The International Securities Identification Number
("ISIN") of the ordinary shares is GB00BYRJ5J14.
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 AND THE PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT WHICH ARE
EXPECTED TO BE PUBLISHED IN DUE COURSE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE
16 May 2025
Shares and cash offer
by
Primary Health Properties Plc
for
Assura Plc
to be implemented by means of a takeover offer
under Part 28 of the Companies Act 2006
1. Introduction
Primary Health Properties Plc ("PHP") announces the terms of a shares and cash
offer pursuant to which PHP will acquire the entire issued, and to be issued,
ordinary share capital of Assura Plc ("Assura") (the "Combination").
2. The Combination
Under the terms of the Combination, Assura Shareholders would receive, for
each Assura Share:
0.3769 New PHP Shares
and
12.5 pence in cash
In addition, as stated in PHP's announcement of 3 April 2025: (i) Assura
Shareholders retained the declared quarterly dividend of 0.84 pence per Assura
Share paid on 9 April 2025 (the "Assura April Dividend"); and (ii) Assura
Shareholders will retain the quarterly dividend of up to a maximum amount of
0.84 pence per Assura Share expected to be paid, on Assura's ordinary dividend
timetable, on 9 July 2025 (the "Assura July Dividend"). The Assura April
Dividend and the Assura July Dividend (together, the "Assura Dividends")
represent up to a maximum amount of 1.68 pence per Assura Share.
Based on the PHP closing share price of 99.5 pence on 15 May 2025, being the
last trading date before the date of this Announcement, the Combination
implies a total value of 51.7 pence for each Assura Share, inclusive of the
Assura Dividends of 1.68 pence per Assura Share and values Assura's entire
issued and to be issued ordinary share capital at approximately £1.68
billion, representing:
· a premium of 4.7 per cent. to the value of
the recommended firm cash offer of 49.4 pence per Assura Share made by a
consortium formed between (i) Kohlberg Kravis Roberts & Co. L.P. and its
affiliates and (ii) Stonepeak Partners LP and its affiliates (the
"Consortium");
· a premium of 38.2 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 40.1 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);
· a premium of 36.8 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); and
· an increase of 11.9 per cent. to the 46.2
pence per Assura Share value of the prior PHP proposal of 0.3848 New PHP
Shares plus 9.08 pence in cash announced on 3 April 2025.
Subject to full acceptance of the Offer, following completion of the
Combination, Assura Shareholders would hold approximately 48 per cent. of the
Combined Group's issued share capital.
Appendix 4 to this Announcement contains property valuations supported by
reports from the external valuers (as defined by the Royal Institution of
Chartered Surveyors' Valuation - Global Standards (2022)) for PHP as at 31
December 2024 and as at 30 April 2025 (as relevant) pursuant to the
requirements of Rule 29 of the Takeover Code. These property valuation reports
will, subject to the requirements of the Takeover Code, be reproduced in the
Offer Document and the Combined Circular and Prospectus.
The cash consideration payable by PHP to Assura Shareholders pursuant to the
terms of the Combination will be funded from new facilities to be drawn down
under a facilities agreement entered into between, amongst others, PHP and
certain lenders, as detailed further in paragraph 13 of this Announcement. The
facilities to be drawn down will, amongst other things, fund the cash
consideration due to the Assura Shareholders (including the cash element of
any proposals made or to be made under Rule 15 of the Takeover Code) pursuant
to the Combination.
The cash consideration is priced in pounds sterling. However, Assura
Shareholders on Assura's South African Register will, as is required as a
consequence of Assura's secondary listing on the JSE, receive any cash
consideration due to them under the terms of the Combination (as well as any
Assura Dividend) in South African Rand. The Offer Document will include
further details in relation to these currency exchanges. Further details in
respect of the proposed treatment of Assura Shareholders who hold their Assura
Shares on Assura's South African Register will also be set out in the Offer
Document.
The New PHP Shares will be issued credited as fully paid and will rank pari
passu in all respects with the PHP Shares in issue at that time, including the
right to receive and retain dividends and other distributions (if any)
announced, declared, made or paid by reference to a record date on or after
the Unconditional Date. Applications will be made to the FCA for the New PHP
Shares to be admitted to the Equity Shares (Commercial Companies) category of
the Official List, to the London Stock Exchange for the New PHP Shares to be
admitted to trading on the Main Market of the London Stock Exchange for listed
securities, and to the JSE for the New PHP Shares to be admitted to trading on
the Main Board of the JSE.
The Assura Shares which will be acquired under the Combination will be
acquired fully paid and free from all liens, equities, charges, encumbrances,
options, rights of pre-emption and any other third party rights and interests
of any nature and together with all rights now or hereafter attaching or
accruing to them, including voting rights and the right to receive and retain
in full all dividends and other distributions (if any) declared, made or paid,
or any other return of capital (whether by reduction of share capital or share
premium account or otherwise) made or paid on or after the date of this
Announcement, save for the Assura Dividends.
The Combination constitutes a "reverse takeover" for PHP for the purposes of
the UK Listing Rules, and this Announcement constitutes a notification
pursuant to Chapter 7 of the UK Listing Rules.
3. Background to and reasons for the combination
PHP firmly believes that the Combination represents a highly compelling
proposition which will deliver significant benefits for both sets of
shareholders. The PHP Board believes that its market rating is cyclically low
and a return to its long-term average market rating may occur more quickly
through the creation of a stronger Combined Group with expected enhanced
growth driven by two highly complementary property portfolios and a lower cost
of capital.
The PHP Board believes that a combination of Assura and PHP would deliver
significant strategic and financial benefits for both sets of shareholders,
including:
· Creating a UK REIT of significant scale (becoming the ninth largest
UK listed REIT by market capitalisation) benefiting from increased public
markets presence, greater index weighting and improved investor flows;
· Creating a specialist of greater scale in a growth sector,
underpinned by social infrastructure assets, supported by government policy
placing greater focus on primary care and increasing the demand for modern
healthcare facilities;
· A combined £6 billion portfolio of long-leased, sustainable
infrastructure assets principally let to government tenants and leading UK
healthcare providers, benefiting from increased income security, longevity,
diversity of product type, geography and mix of rent review types;
· Ability to benefit from the improving rental growth outlook
reflecting the significant increases in construction costs in recent years
together with the historically suppressed levels of open market rental value
growth in the sector;
· Combined ability to realise embedded rental increases and back rent
arising from the significant number of outstanding rent reviews across both
portfolios;
· Estimated run-rate cost synergies of approximately £9 million on an
annualised, pre-tax basis, expected to be fully achieved by the end of the
first full financial year post completion, supporting expected earnings
accretion and dividend growth for both companies, with the Combined Group
expected to have one of the lowest EPRA cost ratios in the sector;
· Improved access to capital markets, both debt and equity, with
potential cost of capital benefits due to enhanced scale, liquidity and
diversity with the enlarged business expected to retain a strong investment
grade credit rating;
· Embedded value of the low fixed cost, long-term, debt facilities of
both Assura and PHP valued at 5.5 pence per share as at 30 September 2024 and
9.4 pence per share as at 31 December 2024 respectively, which is expected to
be largely retained following completion of the Combination to the benefit of
the Combined Group's shareholders; and
· Increased ability to deliver asset management initiatives and
development projects to help meet the demand for more fit for purpose space
which will be required as part of the NHS's future plans including the
continuation of the shift of services out of hospitals and into the community.
The PHP Board believe that the future outlook for primary care real estate is
particularly attractive at a time that both the UK and Irish governments look
to reform their healthcare systems using primary care as the foundation. The
Combined Group would be extremely well placed to work with and alongside each
government to deliver its plans, allowing both sets of shareholders to
participate in future growth.
PHP has traded at a significant premium to its current market rating over the
long-term, on both a net asset value and dividend yield basis. PHP has also
traded, over various time frames, at a premium to Assura on these metrics, a
gap which widened over the months preceding the Consortium's proposal. This is
shown below:
· Based on average price / NAV ratio
o Current (Assura at the Undisturbed Closing Price) - PHP 14 per cent.
discount / Assura 24 per cent. discount
o Five-year average - PHP 12 per cent. premium / Assura 8 per cent. premium
o Ten-year average - PHP 17 per cent. premium / Assura 14 per cent. premium
· Based on average dividend yield
o Current (Assura at the Undisturbed Closing Price) - PHP 7.9 per cent. yield
/ Assura 9.0 per cent. yield
o Five-year average - PHP 5.5 per cent. yield / Assura 5.6 per cent. yield
o Ten-year average - PHP 5.1 per cent. yield / Assura 4.8 per cent. yield
A return to a normalised, long-term, trading valuation provides the potential
for Assura Shareholders to participate in significant further share price
valuation upside compared to crystalising value in cash in the short term,
while also benefiting from PHP's strong long-term rating, capital growth and a
growing dividend.
Illustratively, on the basis of an Assura Shareholder taking the basic
entitlement of 0.3769 New PHP Shares and 12.5 pence in cash per Assura Share,
the potential value to an Assura Shareholder based on PHP's long-term trading
metrics is:
· Based on average price / NAV
o Five-year average - 56.7 pence per Assura Share (9.7 per cent. premium to
the headline offer price)
o Ten-year average - 58.6 pence per Assura Share (13.3 per cent. premium to
the headline offer price)
· Based on average dividend yield
o Five-year average - 61.7 pence per Assura Share (19.5 per cent. premium to
the headline offer price)
o Ten-year average - 65.6 pence per Assura Share (27.0 per cent. premium to
the headline offer price)
The metrics above do not factor in: (i) ongoing payment of dividends; (ii)
ongoing capital growth in the portfolio; (iii) expected earnings accretion
from the Combination or ongoing expected earnings growth; and (iv) potential
cost of capital benefits from enhanced scale, all of which could provide
further upside.
Following the recent announcements from PHP, Assura and the Consortium, the
management of PHP has engaged extensively with PHP Shareholders and Assura
Shareholders.
The Combination provides Assura Shareholders with the opportunity to
crystallise a significant portion of their investment in cash, with the Mix
and Match Facility enabling Assura Shareholders to elect to vary the
proportion in which they receive New PHP Shares, subject to offsetting
elections.
For the reasons set out above, the PHP Board believes the strategic rationale
for the Offer to be compelling and that the Combined Group would create
significant value for the benefit of shareholders, employees, and tenants of
both PHP and Assura, and therefore, in the opinion of the PHP Board, the
Combination is in the best interests of both PHP Shareholders and Assura
Shareholders as a whole.
Assura Shareholders and PHP Shareholders should note that the Offer is not
conditional on any antitrust, competition or merger control approvals. The
Offer and therefore the Combination is not subject to the Combination having
been notified to the CMA under section 96(1) of the Enterprise Act and it
being established in terms satisfactory to PHP that the CMA will not make a
Phase 2 CMA Reference in relation to the Combination. PHP intends to notify
the Combination to the CMA under section 96(1) of the Enterprise Act as soon
as practicable following this Announcement. The CMA has powers under the
Enterprise Act to require PHP to maintain the Assura Group as a separate and
independent group from the PHP Group until it concludes its review of the
Combination. If PHP were required to maintain the Assura Group as a standalone
and independent group following the Unconditional Date until such time as the
CMA decides that it will not make a Phase 2 CMA Reference in relation to the
Combination, or if it makes a Phase 2 CMA Reference, pending the conclusion of
the Phase 2 CMA Reference, PHP would not be able to implement its plans to
achieve the strategic and financial benefits expected to be realised by the
Combination until such time as the CMA no longer required the Assura Group to
remain as a standalone and independent group.
4. effects of the Combination
The Combination is expected to be earnings enhancing in the first full
financial year post completion of the Combination for both companies'
shareholders, taking account of PHP management's view of the annualised,
run-rate synergies. Furthermore, the Combined Group is expected to be able to
achieve improved financing terms than the companies could on a standalone
basis, in respect of near and medium term refinancing events, providing a
longer-term earnings benefit.
Pro forma leverage of the Combined Group is expected to be approximately 55
per cent. immediately upon completion of the Combination, taking account of
the cash consideration payable to Assura Shareholders and expected transaction
costs.
The PHP Board intends to reduce leverage to within its existing target range
of 40 - 50 per cent. LTV in the short-term through targeted asset disposals,
including into joint venture structures whereby PHP retains an equity position
and a management contract. This includes the Assura portfolio of UK private
hospitals, which while PHP acknowledge the strong investor interest and
positive market sentiment towards private hospital properties coupled with
high quality assets let to strong tenant covenants, does not align with its
core focus of long-leased, primary healthcare assets leased to the government.
The PHP Board expects that Assura will maintain a strong investment grade
credit rating following the acquisition and that the Combined Group will
obtain, post completion of the Combination, its own investment grade rating.
PHP is committed to maintaining a strong investment grade credit rating and
the Combination will accelerate PHP's transition from a largely secured
financing structure to an unsecured debt structure of scale as a Combined
Group which is expected to be supported by the existing relationship banks who
are lenders to both companies. This is expected to provide greater access to
capital markets and more diverse sources of funding options, with potential
cost of capital benefits.
The Combination will be Adjusted NTA accretive to Assura Shareholders and
broadly Adjusted NTA neutral to PHP Shareholders, before estimated transaction
costs. This provides Assura with credit for its low, fixed cost corporate
bonds which have a mark to market value of approximately £178.6 million or
5.5 pence per Assura Share as at 30 September 2024 and is largely expected to
remain in place following completion of the Combination.
5. PHP Track Record
PHP is an experienced owner of primary health properties in the UK and
Ireland, and as such, the PHP Directors believe PHP is well placed to deliver
value for all stakeholders of Assura.
PHP has experience of successfully executing a public merger, demonstrated by
the successful acquisition of MedicX Fund Limited in 2019 with a net asset
value of approximately £367 million. In this transaction, PHP disclosed £4
million of annualised cost saving synergies.
In the period from 2017 to 2023, PHP has delivered stronger relative Total
Property Returns and outperformed Assura (as set out in the table below), in
every full year, which the PHP Directors attribute to PHP's disciplined
approach to investment and asset management:
Total Property Returns % Revaluation movement (£m)*
Year PHP Assura MSCI UK PHP Assura
2024 4.2% n/a 6.5% (38.4) n/a
2023 3.5% 0.4% (0.5%) (53.0) (130.5)
2022 2.8% (2.6%) (10.4%) (61.5) (215.2)
2021 9.5% 7.1% 20.0% 110.5 69.7
2020 7.4% 6.4% (0.8%) 51.4 42.5
2019 7.7% 5.3% 2.2% 49.8 11.4
2018 8.0% 5.9% 7.3% 36.1 20.2
2017 10.8% 9.7% 11.0% 64.5 79.1
2016 7.9% 8.9% 3.6% 20.7 36.5
2015 9.7% 7.6% 13.8% 39.8 21.3
Total 219.9 (39.6)
Delta over 10 years 259.5 -
*including profit and loss on disposals. Total Property Returns for PHP relate
to the years ended 31 December; i.e. '2017' relates to the PHP year ended 31
December 2017.Total Property Returns for Assura relate to the years ended 31
March i.e. '2017' relates to the Assura year ended 31 March 2018.
6. Quantified financial benefits statement
The PHP Directors, having reviewed and analysed the potential synergies of the
Combination, based on their knowledge of Assura's business and expertise in
the management of primary healthcare premises in the UK and Ireland, and
taking into account the factors they can influence, believe that the
Combination can generate annual run-rate pre-tax cash cost synergies of
approximately £9 million. The potential sources of quantified synergies are
expected to include:
· approximately 60 per cent. derived from the reduction of
overlapping roles in a number of board, senior management, operational,
administrative and support functions;
· approximately 20 per cent. derived by applying PHP's asset and
property management service expertise to improve efficiency and leverage
economies of scale; and
· approximately 20 per cent. derived from the rationalisation of
duplicated listing costs, external administrative costs covering office costs,
IT and external professional and adviser expenses.
The PHP Directors expect that the full annualised run-rate cost savings will
be realised from the end of the first twelve months post-Completion.
It is expected that the realisation of the potential quantified synergies will
result in one-off integration cash costs of approximately £5 million (in
aggregate) and all of these are expected to be incurred in the first twelve
months post-Completion. Aside from these one-off integration costs, no
material dis-synergies are expected in connection with the Combination.
The identified synergies will accrue as a direct result of the Combination and
would not be achieved on a standalone basis.
Further information on the bases of belief supporting the Quantified Financial
Benefits Statement, including the principal assumptions and sources of
information, is set out in Appendix 3 to this Announcement.
7. PHP Board views on the Consortium'S Cash Offer
The PHP Board notes that in relation to the Consortium's Cash Offer:
· It crystallises value in cash at what the PHP Board believes to
be an inflexion point in the cycle with valuation yields and cost of capital
being at a high when viewed on a long-term basis;
· The Assura share price of 37.4 pence per share on the Undisturbed
Date represents:
o 5.8 per cent. above the 5-year low Assura share price of 35.3 pence per
share on 10 January 2025;
o 5.0 per cent below the volume weighted average price of an Assura share
for the 6 months prior to the Undisturbed Date; and
o 24.3 per cent. discount to EPRA NTA as at 30 September 2024, near the
10-year low discount to EPRA NTA of 28.6 per cent. on 14 January 2025;
· Whilst reference is given to the Consortium's Cash Offer being at
100 per cent. of EPRA NTA:
o The proposal is made with reference to an historic EPRA NTA (as at 30
September 2024), with the Consortium's Cash Offer being a 2.0 per cent.
discount to the 31 March 2025 EPRA NTA of 50.4 pence per share;
o The Consortium's Cash Offer, exclusive of the Assura April Dividend, being
the declared quarterly Assura dividend of 0.84 pence per Assura Share that was
paid on 9 April 2025 does not equate to 100 per cent. of EPRA NTA;
o An offer at or below EPRA NTA attributes no value to the Assura platform,
other than the historic value of Assura's assets;
o EPRA NTA includes no additional value for Assura's in-place, low cost
fixed rate debt facilities, which have a mark-to-market value of 5.5 pence per
share as at 30 September 2024;
o EPRA NTA does not include the potential cumulative cash value of the back
rent relating to the large number of outstanding rent reviews across Assura's
portfolio; and
o EPRA NTA is net of standard purchaser's costs and in particular does not
reflect the stamp duty land tax savings that will arise by acquiring the
Assura property portfolio through the Consortium's proposed scheme of
arrangement.
· The Consortium has retained the right to reduce the Consortium
Cash Offer price if, and to the extent the Assura July Dividend of 0.84 pence
per share is paid as expected in early July 2025. Under the terms of the PHP
Combination, subject to certain conditions, further details of which are set
out in paragraph 8 of this Announcement, the Assura July Dividend would be
retained by Assura Shareholders without PHP reducing the value of its Offer
(subject to the amount of that dividend not exceeding 0.84 pence per share).
Furthermore, the PHP Board believes that recent market uncertainty has
increased investor demand for low-volatility, social infrastructure assets,
with a stable and growing income profile. In the PHP Board's view, this has
been demonstrated by the recent increase in the PHP Share price, an increase
of 10.5 per cent. since the commencement of the Offer Period to the Latest
Practicable Date.
8. Dividends
Assura Dividends
Under the terms of PHP's proposed Combination, as well as having received the
quarterly dividend of 0.84 pence paid on 9 April 2025, Assura Shareholders
will be entitled to retain the Assura July Dividend, being the quarterly
dividend expected to be paid on 9 July 2025 up to a maximum amount of 0.84
pence per share.
If, on or after the date of this 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 the Assura July 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 the
Assura July 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.
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 paragraph.
Any exercise by PHP of its rights referred to in this paragraph 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 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 in the ordinary course.
To the extent that completion of the Combination occurs before the expected
ex-dividend date (expected to be early July 2025) of the PHP quarterly
dividend expected to be paid in August 2025 (the "PHP August Dividend"), but
after the ex-dividend date of the Assura July Dividend (expected to be early
June 2025), 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.
If completion of the Combination occurs before the ex-dividend date of the
quarterly dividend for each Assura Share after the Assura July Dividend, PHP
reserves the right to: (i) reduce the consideration for the Offer by the value
of the relevant Assura dividend; or (ii) accelerate payment of any PHP
dividend subsequent to the PHP August Dividend to ensure that such subsequent
PHP dividend is received by PHP Shareholders on the register of members of PHP
prior to the date of completion of the Combination.
Combined Group
The New PHP Shares will be issued credited as fully paid-up and will rank pari
passu in all respects with the PHP Shares in issue at the time the New PHP
Shares are issued, including the right to receive and retain dividends and
other distributions declared, made or paid by reference to a record date on or
after the Unconditional Date.
Following completion of the Combination, the Combined Group will 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.
9. MIx and match facility
Under the terms of the Combination, a Mix and Match Facility will also be made
available to eligible Assura Shareholders (other than Restricted Overseas
Persons) in order to enable them to elect, subject to availability and
off-setting elections, to vary the proportions in which they receive cash and
New PHP Shares in respect of their holdings in Assura Shares.
However, the total number of New PHP Shares to be issued and the maximum
aggregate amount of cash to be paid under the terms of the Combination will
not be varied as a result of elections under the Mix and Match Facility.
Accordingly, elections made by Assura Shareholders under the Mix and Match
Facility will be satisfied only to the extent that other Assura Shareholders
make off-setting elections.
To the extent that elections cannot be satisfied in full, they will be scaled
down on a pro rata basis. As a result, eligible Assura Shareholders who make
an election under the Mix and Match Facility will not necessarily know the
exact number of New PHP Shares or the amount of cash they will receive until
settlement of the consideration due to them under the terms of the
Combination.
If the issue of New PHP Shares to any Restricted Overseas Person, or to any
person who is reasonably believed to be an Restricted Overseas Person, would
or may infringe the laws of a jurisdiction outside England and Wales or would
or may require any governmental or other consent or any registration, filing
or other formality which cannot be complied with, or compliance with which
would be unduly onerous, PHP may at its discretion determine that such
Restricted Overseas Person shall either (i) not have allotted or issued to
them New PHP Shares and that the New PHP Shares which would otherwise have
been attributable to such Restricted Overseas Person under the terms of the
Combination shall be sold in the market and the cash proceeds of such sale be
forwarded to such Restricted Overseas Person or (ii) that the New PHP Shares
shall be issued to such Restricted Overseas Person but shall be sold in the
market on their behalf and the cash proceeds of such sale forwarded to the
relevant Restricted Overseas Person (in each case after deduction of broking
fees and other sale costs and expenses).
The Mix and Match Facility will be conditional upon the Combination becoming
Unconditional.
Elections under the Mix and Match Facility will not affect the entitlements of
those Assura Shareholders who do not make such elections.
Further details in relation to the Mix and Match Facility (including the
action to take in order to make a valid election, the deadline for making
elections, and the basis on which entitlement to receive cash may be exchanged
for an entitlement to additional New PHP Shares) for Assura Shareholders will
be contained in the Offer Document.
10. Information relating to PHP
PHP is a leading investor in modern primary healthcare premises let on long
term leases. PHP's portfolio comprises 516 assets in the UK and Ireland valued
at £2.8 billion between 31 December 2024 and 30 April 2025. The majority of
PHP's healthcare facilities are GP surgeries, with other properties let to NHS
organisations, HSE in Ireland, pharmacies and dentists. PHP aims to provide
high quality buildings for its tenants and high quality assets for its
shareholders.
PHP is a UK REIT listed on the Main Market in the Equity Shares (Commercial
Companies) category with a market capitalisation of £1.3 billion as at the
Latest Practicable Date. Founded in 1996, PHP is a constituent of the FTSE 250
and the EPRA indices and has a secondary listing on the Johannesburg Stock
Exchange.
11. Information relating to Assura
Assura is a leading diversified healthcare REIT in the UK, specialising in the
development, investment and management of primary care centres, hospitals and
other specialist healthcare properties. Founded and listed on the London Stock
Exchange in 2003 as the Medical Property Investment Fund before being renamed
Assura Group Ltd and later Assura Plc, Assura is a constituent of the FTSE 250
and the EPRA indices and has a secondary listing on the Johannesburg Stock
Exchange. In July 2024, Assura became a B Corporation, making it the first
FTSE 250 business to be recognised with this certification. Assura had a
market capitalisation of £1.2 billion as at the Undisturbed Date and has a
strong track record of growing financial returns and dividends for
shareholders.
Assura is the long-term property partner to more than 600 healthcare buildings
with access to four growth markets: GPs, NHS Trusts, private providers and the
Republic of Ireland. Assura leverages its unique understanding of the
challenges facing the healthcare sector, and two decades of experience, to
provide high-quality, modern and sustainable facilities that enable better
health outcomes across the UK and Ireland. As at 31 March 2025, Assura's
portfolio was valued at over £3.1 billion and for the reported financial year
to 31 March 2024 Assura had EPRA earnings of £102.3 million.
12. Offer-related arrangements
PHP and Assura have entered into the Confidentiality Agreements pursuant to
which each of PHP and Assura has undertaken with the other, among other
things, to keep certain information relating to the Combination and the other
party confidential and not to disclose it to third parties (other than to
permitted parties) unless required by law or regulation. In addition, PHP and
Assura have entered into the Clean Team Agreement to ensure that the exchange
and/or disclosure of certain materials relating to the parties which is
confidential and may be competitively sensitive only takes place between their
respective external regulatory counsel and external experts, and does not
diminish in any way the confidentiality of such materials and does not result
in a waiver of privilege, right or immunity that might otherwise be available.
13. 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.
The Facilities Agreement, which has been prepared on
the basis of an LMA investment-grade form, will, among other things, fund the
cash consideration due to the Assura Shareholders (including the cash element
of any proposals made or to be made under Rule 15 of the Takeover Code)
pursuant to the Combination.
The excess of the total aggregate commitments to be
drawn down for the purpose of funding the cash consideration due to Assura
Shareholders pursuant to the Combination may also be used:
(i) to repay £322 million of debt of the PHP Group
which is due to mature within the next 18 to 24 months, the repayment of which
would result in there being no further PHP debt maturities expected until the
second half of 2027;
(ii) to repay £337 million of debt of the Assura
Group which, being subject to change of control clauses, may require full
repayment on completion of the Combination; and
(iii) to provide additional undrawn working capital
headroom for the Combined Group.
It is expected that part of the commitments to be drawn
down under the Facilities Agreement will be partially repaid from proceeds of
planned asset disposals and refinanced with medium and long-term debt
facilities which are expected to be unsecured.
Further details in respect of the Facilities Agreement
and these arrangements will be included in the 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 Offer.
14. Strategic plans, Directors, management, employees,
pensions, research and development and locations
Lack of access to undertake detailed planning
PHP and its advisers have sought to engage with Assura and its advisers to
receive specific diligence information on Assura to enable PHP to progress its
consideration of the Combination with Assura, and to formulate its strategic
plans for the Combined Group after completion of the Combination. As at the
date of this Announcement, PHP has received a limited response to its specific
diligence requests.
Strategic plans for Assura
PHP and Assura's property portfolios are highly complementary, with the
majority of rental income from long-terms leases let to government backed
primary health care properties and other healthcare operators in adjacent
healthcare sectors.
Assura owns a portfolio of private hospital assets, leased to leading private
healthcare operators. PHP recognises the quality of these assets, with
index-linked, long-term leases and high quality tenant covenants as well as
the positive investor sentiment towards private healthcare assets. However,
these properties are not considered core to the PHP business model, which is
focussed on government backed income derived from high quality primary care
properties.
PHP will therefore seek to dispose of these properties into a joint venture
structure where PHP retains an equity position and a management contract. The
proceeds from any disposal of the private hospital assets will be used to
repay debt of the Combined Group.
Following completion of the Combination, PHP will undertake a detailed review
of the Assura and PHP portfolios, which is expected to take 6 months, to
identify further opportunities to recycle capital and enhance value.
Board and governance arrangements
As referred to in the section headed "Trading facilities" below, applications
will be made to: (i) the FCA and the London Stock Exchange respectively to
cancel the listing and trading of the Assura Shares on the Equity Shares
(Commercial Companies) category of the Official List and Main Market of the
London Stock Exchange; and (ii) the JSE for the cancellation of the listing
and trading of the Assura Shares on the Main Board of the JSE.
Consequently, while PHP recognises the skills and experience of the Assura
Board, Assura will no longer require listed company governance structures
following completion of the Combination and, accordingly, it is intended that
the current Assura Board will step down following the Unconditional Date.
At an appropriate time, the PHP Board would welcome a discussion with Assura
on the structure of the board of the Combined Group. However to date no
discussions on this matter have taken place.
Employees and management
Assura and PHP both have small, focussed teams of approximately 90 and 65
respectively (including non-executive directors). PHP attaches great
importance and value to the skills, experience and commitment of the teams
involved in managing Assura's assets and believes that they can be fundamental
to maximising the long-term success of the Combined Group following the
completion of the Combination.
PHP requested from Assura certain detailed specific
information in relation to the cost base and employees of Assura, but Assura
declined to provide this information or assist PHP with the analysis and
quantification of potential synergies which could arise from the
Combination.
Accordingly, in order to achieve the full potential
benefits of the Combination, including the expected cost synergies, the PHP
Directors will undertake a detailed business, operational and administrative
review of the Combined Group in order to assess how it can work most
effectively and efficiently following completion of the Combination. It is
anticipated this review would be completed in the six months following
completion of the Combination
However, from the synergy work undertaken to date, it is intended that the
operating and cost synergy benefits will arise principally from the removal of
duplicative roles in Assura's head office; administrative and support; board
and senior management and investment and development teams. From the
assessment PHP has been able to undertake, PHP expects a reduction in the
headcount of the Combined Group of up to approximately 40 per cent.. From the
synergy work undertaken to date, it is assumed that the reduction will
therefore have a substantial impact on Assura's existing headcount. PHP
recognises the experience of the Assura team but, as stated above, has not yet
had an opportunity to interact with the Assura team in detail and intends
that any headcount reductions will be undertaken in the context of retaining
the best talent from across the Combined Group.
Existing employee rights and pension schemes
Following the completion of the Combination, the
existing contractual and statutory employment rights and terms and conditions
of employment, including pension rights, of the management and employees of
Assura shall be fully safeguarded.
PHP does not intend to make any material changes to the
balance of skills and functions (save as provided above), or the conditions of
employment of Assura employees, unless otherwise agreed with the relevant
employee.
PHP has no intention to change existing pension
arrangements in Assura.
Incentivisation and retention arrangements
PHP has not entered into and has not had discussions on
proposals to enter into, any form of incentivisation arrangements with members
of Assura's management.
Locations of business, fixed assets, headquarters and headquarters functions
PHP intends to consolidate the head office functions of
Assura and PHP so that the Combined Group can operate from a single location.
It is anticipated that the Combined Group will operate from PHP's existing
head office at 5th Floor Burdett House 15-16, Buckingham Street, London.
It is currently expected that Assura's headquarters in
Altrincham will be downsized, and a presence in Altrincham, or a nearby
location, will be maintained in the near-term.
Save as set out above, PHP does not otherwise intend
any redeployment of Assura's fixed asset base.
Research and development
PHP has no plans to change any current Assura research
and development function.
Trading facilities
Assura Shares are currently listed on the Official List and admitted to
trading on the London Stock Exchange. In addition, the Assura Shares have a
secondary listing and are admitted to trading on the Main Board of the JSE.
As set out in paragraph 20 below, applications will be made to:
· (i) the FCA for the cancellation of the listing of Assura Shares
on the Official List, and (ii) the London Stock Exchange for the cancellation
of trading of Assura Shares on the London Stock Exchange's Main Market; and
· the JSE for the cancellation of the listing and trading of the
Assura Shares on the Main Board of the JSE.
Statements
None of the statements in this paragraph 14 are "post-offer undertakings" for
the purposes of Rule 19.5 of the Takeover Code.
15. Assura Share plans
Participants in the Assura Share Plans will be contacted regarding the effect
of the Offer on their rights under the Assura Share Plans and, where relevant,
an appropriate proposal will be made to such participants pursuant to Rule 15
of the Takeover Code in due course. Further details of the impact of the Offer
on the Assura Share Plans will be set out in the Offer Document and separate
proposal documentation.
16. Offer process and conditions
It is intended that the Combination will be implemented by way of a takeover
offer for the purposes of Part 28 of the Companies Act (although PHP reserves
the right to effect the Combination by way of a Scheme, subject to the consent
of the Panel).
The Offer Document and the Form(s) of Acceptance and Form of Election
accompanying the Offer Document will include full details of the Offer and
will also contain the expected timetable of the Offer and will specify the
necessary actions to be taken by Assura Shareholders.
The Offer Document and the Form(s) of Acceptance and Form of Election will be
published and sent to all Assura Shareholders (other than to Restricted
Overseas Persons) and, for information only, to participants in the Assura
Share Plans, at no charge to them, as soon as reasonably practicable, and in
any event within 28 days after the date of this Announcement (subject to any
extension determined by PHP with the consent of the Panel).
Assura Shareholders are urged to read the Offer Document and the accompanying
Form(s) of Acceptance and Form of Election when they are sent to them because
they will contain important information.
The Combination is subject to the Conditions and certain further terms
referred to in Appendix 1 to this Announcement and to the full terms and
conditions to be set out in the Offer Document (or, if the Combination is
implemented by way of a Scheme, the Scheme Document).
In particular, the Offer will be conditional on, among other things, valid
acceptances being received (and not validly withdrawn in accordance with the
rules and requirements of the Takeover Code and the terms of the Offer) by not
later than 1.00 p.m. (London time) on the Unconditional Date (or such later
time(s) and/or date(s) as PHP may, with the consent of the Panel, 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 Offer or otherwise) represent Assura Shares carrying not less
than 75 per cent. (75%) of the voting rights then normally exercisable at a
general meeting of Assura Shareholders (or such lower percentage as PHP may
decide) (the "Acceptance Condition"), provided that the Acceptance Condition
shall not be satisfied unless, taken together with Assura Shares that it
already owns, PHP holds or has acquired or agreed to acquire (whether pursuant
to the Offer or otherwise), directly or indirectly, Assura Shares carrying in
aggregate more than 50 per cent. (50%) of the voting rights then normally
exercisable at a general meeting of Assura Shareholders. Unless the Panel
agrees otherwise, the Acceptance Condition shall only be capable of being
satisfied when all other Conditions have been satisfied or, if applicable,
waived.
Assura Shareholders and PHP Shareholders should note that the Offer is not
conditional on any antitrust, competition or merger control approvals. The
Offer and therefore the Combination is not subject to the Combination having
been notified to the CMA under section 96(1) of the Enterprise Act and it
being established in terms satisfactory to PHP that the CMA will not make a
Phase 2 CMA Reference in relation to the Combination.
Save as may otherwise be required by the Panel, the Offer shall not proceed,
shall lapse or shall be withdrawn on the Long Stop Date if:
· sufficient acceptances have not been
received so as to enable the Acceptance Condition to be satisfied; or
· where sufficient acceptances have been
received so as to enable the Acceptance Condition to be satisfied, if a
Condition relating to an official authorisation or regulatory clearance has
not been satisfied or waived and the Panel consents to the Offer not
proceeding, lapsing or being withdrawn.
Subject to the satisfaction or (where applicable) waiver of the Conditions,
the Combination is currently expected to complete during in the third quarter
of 2025.
Completion is subject to the Conditions being satisfied or waived, but there
is no guarantee this will occur in time frame envisaged or at all. Any delay
or failure to complete the Combination may prolong uncertainty for PHP and
Assura and lead to additional costs without realising any of the potential
benefits.
17. PHP shareholder approval and Combined Circular and
prospectus
The Combination constitutes a reverse takeover for PHP for the purposes of the
UK Listing Rules. Accordingly, the Combination will be conditional on the
approval by the PHP Shareholders of the Combination and related matters at the
PHP General Meeting.
Pursuant to the UK Listing Rules, PHP is required to prepare and send to its
shareholders, as soon as is reasonably practicable, an explanatory circular
summarising the background to and reasons for the Combination. PHP is also
required to publish a prospectus in connection with the issue of the New PHP
Shares. Accordingly, PHP will prepare the Combined Circular and Prospectus
which will contain a notice convening the PHP General Meeting and information
relating to, amongst other things, the Combined Group and the New PHP Shares.
It is expected that the Combined Circular and Prospectus will be published and
posted to Assura Shareholders and PHP Shareholders (other than to Restricted
Overseas Persons) at the same time as the Offer Document is published.
The Combined Circular and Prospectus will be made available by PHP on its
website at www.phpgroup.co.uk (http://www.phpgroup.co.uk) . PHP urges PHP
Shareholders to read the Combined Circular and Prospectus carefully as it will
contain important information relating to the Combination. Assura Shareholders
are also advised to read the Combined Circular and Prospectus as well as the
Offer Document, as it will contain important information relating to the New
PHP Shares. Any vote, decision in respect of or other response to the
Combination (or the Offer, if applicable) should only be made on the basis of
the information contained in the Offer Document and the Combined Circular and
Prospectus.
The PHP Directors have received financial advice from Rothschild & Co and
Deutsche Numis in relation to the Combination. In providing their advice to
the PHP Directors, each of Rothschild & Co and Deutsche Numis have relied
upon the PHP Directors' commercial assessments of the Combination.
The PHP Directors consider the Combination to be in the best interests of PHP
Shareholders as a whole and, accordingly, the PHP Directors intend to
recommend unanimously to PHP Shareholders to vote in favour of the PHP
Resolution to be proposed at the PHP General Meeting which is to be convened
to approve the Combination and related matters, as the PHP Directors intend to
do in respect of their own beneficial holdings of, in aggregate, 12,862,643
PHP Shares, representing approximately 0.96 per cent. of the issued ordinary
share capital of PHP as at the Latest Practicable Date.
The PHP Directors recognise that following Assura entering an Offer Period on
14 February 2025 there has been a significant evolution of Assura's share
register. Through careful analysis of the Takeover Code Rule 8.3 disclosures
made by shareholders in Assura, the PHP Directors believe that event driven
and arbitrage funds hold ordinary shares and derivative positions representing
in excess of 20 per cent of Assura's share capital. The PHP Directors note
that this process is entirely normal for publicly listed companies subject to
firm or possible offers and in this case numerous Assura Shareholders, such as
NorthWest REIT, have sought liquidity and sold shares to event driven and
arbitrage funds. PHP and its advisers have engaged with event driven and risk
arbitrage funds as they have with other shareholders of Assura.
Following the announcement of PHP's share and cash offer today, the PHP
Directors recognise that there may be a period of heightened share price
volatility in PHP Shares. This could be as a consequence of the significant
ownership of Assura Shares held by event driven or arbitrage funds who may
look to hedge their economic exposure to PHP through shorting PHP Shares.
Notwithstanding this, the PHP Directors reiterate that they consider the
Combination to be in the best interests of both sets of shareholders as a
whole. The PHP Directors consider any potential share price volatility is not
representative of the value that the Combination would deliver to Assura
Shareholders and PHP Shareholders in the medium term.
18. issue of new PHP shares and DILUTION
The New PHP Shares will be issued in registered form, credited as fully paid,
and will be capable of being held in both certificated and uncertificated
form. They will rank pari passu in all respects with the existing PHP Shares,
including the rights to receive all dividends and other distributions (if any)
declared, made or paid by PHP by reference to a record date falling after the
Unconditional Date.
Fractions of New PHP Shares will not be allotted or issued pursuant to the
Combination and entitlements of Assura Shareholders will be rounded down to
the nearest whole number of New PHP Shares. All fractional entitlements to New
PHP Shares will be aggregated and sold in the market as soon as practicable
after the Unconditional Date. The net proceeds of such sale (after deduction
of all expenses and commissions incurred in connection with the sale) will be
distributed by PHP in due proportions to Assura Shareholders who would
otherwise have been entitled to such fractions provided that individual
entitlements to amounts of less than £5.00 will not be paid to Assura
Shareholders but will be retained for the benefit of Combined Group.
Subject to full acceptance of the Offer, up to 1,225,154,490 New PHP Shares
will be issued. This will result in PHP's issued share capital increasing by
approximately 92 per cent.. Therefore if the Combination becomes
Unconditional, PHP Shareholders will suffer an immediate dilution as a result
of the Offer following which they will hold approximately 52 per cent. of the
share capital of the Combined Group. Assuming that the maximum number of New
PHP Shares are issued to Assura Shareholders, each PHP Shareholder will be
diluted by approximately 48 per cent..
19. Admission of new PHP Shares
Subject to the Offer becoming Unconditional, applications will be made to the
London Stock Exchange for the New PHP Shares to be admitted to trading on the
Equity Shares (Commercial Companies) category of the Main Market, and to the
JSE for the New PHP Shares to be admitted to trading on the Main Board of the
Johannesburg Stock Exchange.
20. Delisting, cancellation of trading, Re-Registration and
compulsory acquisition
Upon the Offer becoming Unconditional, the Assura Shares shall be acquired
under the Offer fully paid and free from all liens, charges, equitable
interests, encumbrances, rights of pre-emption and any other rights and
interests of any nature whatsoever and together with all rights now and
hereafter attaching thereto, including voting rights and, save for the Assura
Dividends, the right to receive and retain in full all dividends and other
distributions (if any) declared, made or paid on or after the date of this
Announcement.
If the Offer becomes or is declared unconditional and if PHP has, by virtue of
the Assura Shares it holds, if any, and the Assura Shares it has contracted to
acquire, whether by way of acceptances of the Offer or otherwise, acquired or
agreed to acquire Assura Shares carrying 75 per cent. (75%) or more of the
voting rights of Assura (or the appropriate special resolutions are otherwise
passed), it is intended that PHP shall procure that Assura makes a request to:
· the FCA to cancel the listing of Assura Shares from the Official
List and make an application to the London Stock Exchange for the cancellation
of the admission to trading of Assura Shares on the Main Market; and
· the JSE for the cancellation of the listing and trading of the
Assura Shares on the Main Board of the JSE.
It is anticipated that, subject to any applicable requirements of the London
Stock Exchange and the JSE, cancellation of admission to trading of Assura
Shares on the Main Market of the London Stock Exchange and on the Main Board
of the JSE shall take effect no earlier than the date that is 20 business days
(as defined in the UK Listing Rules) after the date on which PHP has announced
that it has acquired or agreed to acquire 75% of the voting rights attaching
to the Assura Shares. The cancellation of the listing would significantly
reduce the liquidity and marketability of any Assura Shares not assented to
the Offer at that time, following which all Assura Shares will be suspended
from the Official List and from trading on the Main Market of the London Stock
Exchange and the Assura Shares will be disabled in CREST and also suspended
from trading on the Main Board of the JSE and disabled in the STRATE system.
No transfers will be registered after 6.00 p.m. (London time) on that date.
If PHP receives acceptances under the Offer in respect of, and/or otherwise
acquires, 90 per cent. (90%) or more of the Assura Shares to which the Offer
relates, PHP intends to exercise its rights pursuant to the provisions of
Chapter 3 of Part 28 of the Companies Act to acquire compulsorily any Assura
Shares not acquired or agreed to be acquired by or on behalf of PHP pursuant
to the Offer or otherwise on the same terms as the Offer.
Following the delisting and cancellation of admission to trading of the Assura
Shares on the Main Market of the London Stock Exchange and the delisting and
cancellation of trading of the Assura Shares on the Main Board of the JSE, it
is intended that Assura be re-registered as a private limited company as soon
as practicable.
On the Unconditional Date, the share certificates in respect of Assura Shares
shall cease to be valid and should be destroyed. Entitlements to Assura Shares
held within the CREST or STRATE systems will be cancelled on, or shortly
after, the Unconditional Date (as the case may be).
21. Disclosure of interests in Assura securities
Ian Krieger, a non-executive director of PHP holds 397,300 Assura Shares and
his wife, Caron Krieger holds 220,500 Assura Shares, each through an ISA.
DBX Advisors LLC, a connected adviser of PHP, holds 2,827,602 Assura Shares.
Except for the shareholdings referred to above, as at the close of business on
the Latest Practicable Date, neither PHP, nor any of the PHP Directors, nor,
so far as PHP is aware, any person treated as acting in concert (within the
meaning of the Takeover Code) with it for the purposes of the Combination:
(i) had any interest in or right to subscribe for or had borrowed or lent
any Assura Shares or securities convertible or exchangeable into Assura
Shares; or
(ii) had any short positions in respect of relevant securities of Assura
(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; or
(iii) has borrowed or lent any relevant securities of Assura (including, for
these purposes, any financial collateral arrangements of the kind referred to
in Note 3 on Rule 4.6 of the Takeover Code) save for any borrowed shares which
have been either on-lent or resold; or
(iv) is a party to any dealing arrangement of the kind referred to in Note
11(a) on the definition of acting in concert in the Takeover Code in relation
to the relevant securities of Assura.
PHP is not aware of any dealings in Assura Shares that would require a minimum
level, or particular form, of consideration that it would be obliged to offer
under Rule 6 or Rule 11 of the Takeover Code (as appropriate).
'Interests in securities' for these purposes arise, in summary, when a person
has long economic exposure, whether absolute or conditional, to changes in the
price of securities (and a person who only has a short position in securities
is not treated as interested in those securities). In particular, a person
will be treated as having an 'interest' by virtue of the ownership, voting
rights or control of securities, or by virtue of any agreement to purchase,
option in respect of, or derivative referenced to securities.
22. Consents
Rothschild & Co. and Deutsche Numis (as joint lead financial advisers to
PHP) have each given and not withdrawn their consent to the publication of its
report 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.
Each of Avison Young, CBRE and Knight Frank has given and not withdrawn its
consent to the publication of its valuation report in this Announcement and
the inclusion herein to the references to its name in the form and context in
which it is included.
PwC has given and not withdrawn its consent to the publication of its report
in this Announcement in the form and context in which it is included as
required pursuant to Rule 23.2 of the Takeover Code.
23. Documents
Copies of the following documents will be available promptly on PHP's website,
subject to certain restrictions relating to persons resident in Restricted
Jurisdictions, at www.phpgroup.co.uk (www.phpgroup.co.uk) and in any event by
no later than noon London time on the Business Day following this Announcement
until the end of the Offer Period:
· this Announcement;
· the Confidentiality Agreements;
· the Clean Team Agreement;
· the Facilities Agreement;
· a syndication letter, agency fee letter,
structuring fee letter and upfront fee letter in connection with the
Facilities Agreement;
· the consent letters from the financial
advisers, PwC and each of Avison Young, CBRE and Knight Frank as referred to
in paragraph 22 of this Announcement;
· the reports from PwC, Rothschild & Co
and Deutsche Numis in relation to the Quantified Financial Benefits Statement
contained in Appendix 3 to this Announcement;
· the property valuation reports set out in
Appendix 4 to this Announcement from each of Avison Young, CBRE and Knight
Frank; and no material change letters from each of Avison Young, CBRE and
Knight Frank.
Neither the content of the websites referred to in this Announcement, nor any
website accessible from any hyperlinks set out in this Announcement, is
incorporated into or forms part of this Announcement.
24. General
PHP reserves the right to elect (with the consent of the Panel) to implement
the Combination by way of a Scheme as an alternative to the Offer. In such
event, the Scheme will be implemented on substantially the same terms, so far
as applicable, as those which would apply to the Offer.
Investors should be aware that PHP may purchase Assura Shares otherwise than
under the Offer or any Scheme, including pursuant to privately negotiated
purchases.
This Announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities.
The Combination will be on the terms and subject to the satisfaction or, where
applicable, waiver of the Conditions and certain further terms of the
Combination set out in Appendix 1 to this Announcement and to the full terms
and conditions to be set out in the Offer Document.
The Offer Document containing further information about the Combination, and
the accompanying Form(s) of Acceptance and Form of Election will be sent to
Assura Shareholders and, for information only, to participants in the Assura
Share Plans and the Combined Circular and Prospectus will be sent to PHP
Shareholders (and to the Assura Shareholders for information purposes only)
(in each case other than to Restricted Overseas Persons) as soon as
practicable and, in any event, within 28 days of this Announcement (subject to
any extension determined by PHP with the consent of the Panel).
Appendix 2 to this Announcement contains the sources and bases of certain
information contained in this summary and this Announcement.
Appendix 3 to this Announcement contains the Quantified Financial Benefits
Statement, together with the report from PwC, as reporting accountants to PHP
for the purposes of the Quantified Financial Benefits Statement, and the
report from Rothschild & Co and Deutsche Numis, as joint lead financial
advisers to PHP for the purposes of the Quantified Financial Benefits
Statement, as required under Rule 28.1(a) of the Takeover Code.
For the purposes of Rule 28 of the Takeover Code, the Quantified Financial
Benefits Statement contained in Appendix 3 to this Announcement is the
responsibility of PHP and the PHP Directors.
Any statement of intention, belief or expectation for the Combined Group
following the Unconditional Date is an intention, belief or expectation of the
PHP Directors.
Appendix 4 to this Announcement contains property valuations supported by
valuation reports for PHP as at 31 December 2024 and as at 30 April 2025 (as
relevant) pursuant to the requirements of Rule 29 of the Takeover Code. These
property valuation reports will, subject to the requirements of the Takeover
Code, be reproduced in the Offer Document and the Combined Circular and
Prospectus.
REIT status
Both the PHP Group and the Assura Group fall within the UK REIT regime and
benefit from the tax efficiencies provided by that regime. The Combined Group
is expected to fall within the UK REIT regime and the relevant tax measures
will continue to apply to the Combined Group.
In the event that PHP's property portfolio was to be sold at the valuations
contained in the valuation reports set out in Appendix 4 to this Announcement,
any gains realised on such disposals may be subject to taxation in the UK.
Generally, disposals by a UK REIT of assets located in the UK held for the
purpose of a property rental business should be exempt from UK corporation
tax; however, there are specific rules which can result in assets held as part
of the property rental business being subject to tax on disposal (for example
when a property is materially developed and sold within three years of
completion of that development). In connection with the Combination it is not
contemplated that the aforementioned liability to taxation will crystallise.
For the purposes of Rule 29.5 of the Takeover Code, the board of directors of
PHP confirms that each of Avison Young, CBRE and Knight Frank has confirmed to
it that an updated valuation as at the date of this Announcement of that part
of PHP's property portfolio valued by Avison Young, CBRE and Knight Frank
would not be materially different to the valuation given by each of Avison
Young and CBRE respectively as at 31 December 2024 and by Knight Frank as at
30 April 2025 and contained in the relevant valuation report set out in
Appendix 4 to this Announcement.
Appendix 5 to this Announcement contains the definitions of certain terms used
in this summary and Announcement.
Enquiries:
Primary Health Properties Plc +44 (0) 7970 246 725
Harry Hyman, Non-Executive Chair via Sodali & Co
Mark Davies, Chief Executive Officer
Richard Howell, Chief Financial Officer
Rothschild & Co (Joint Lead Financial Adviser to PHP) +44 (0) 207 280 5000
Alex Midgen
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 person responsible for arranging the release of this Announcement on
behalf of PHP is Toby Newman, Company Secretary.
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 Offer
Document (or, if the Combination is implemented by way of a Scheme, the Scheme
Document) which will contain the full terms and conditions of the Combination,
including details of how to accept the Offer. Any decision or response in
relation to the Combination, or if the Combination is implemented by way of a
Scheme, any vote in respect of the Scheme should be made only on the basis of
the information contained in the Offer Document (or, if the Combination is
implemented by way of a Scheme, the Scheme Document) and the Combined Circular
and Prospectus.
PHP will prepare the Offer Document (or, if the Combination is implemented by
way of a Scheme, Assura would be expected to prepare the Scheme Document) to
be distributed to Assura Shareholders. PHP urges Assura Shareholders to read
the Offer Document (or Scheme Document, as applicable) 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 will publish a prospectus or equivalent
document containing information on the New PHP Shares and the Combined Group
as well as the Offer Document. PHP urges Assura Shareholders to read the Offer
Document, the Form(s) of Acceptance, the Form of Election and the Combined
Circular and Prospectus carefully when 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 Offer Document, the Form(s) of Acceptance, the Form of
Election and the Combined Circular and Prospectus.
PHP also urges PHP Shareholders to read the Combined Circular and Prospectus
when it becomes available as it will contain 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 once it has been
despatched. It is expected that the Combined Circular and Prospectus
(including the notice of the PHP General Meeting) together with the relevant
form of proxy, will be posted to PHP Shareholders as soon as is reasonably
practicable and in any event within 28 days of this Announcement, unless
otherwise agreed with the Panel.
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 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 and South Africa may be restricted by law and
therefore any persons who are subject to the law of any jurisdiction other
than the UK and South Africa 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 or South Africa to execute Form(s) of Acceptance or the Form of
Election in connection with the Offer; and persons who are not resident in the
United Kingdom (including, in this instance, persons who are resident in South
Africa) 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 Offer Document (or, if the Combination
is implemented by way of a Scheme, the Scheme Document).
Unless otherwise determined by PHP or required by the Takeover Code, and
permitted by applicable law and regulation, the 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 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 Offer. Unless otherwise determined by PHP and permitted by applicable law
and regulation, the 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 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 Offer have not been and will
not be registered under the U.S. 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 U.S. Person or Restricted Overseas Person, except
pursuant to exemptions from the registration requirements of the U.S.
Securities Act (in the case of the United States) and any applicable
requirements of any other such jurisdiction.
Further details in relation to Overseas Shareholders will be included in the
Offer Document (or, if the Combination is implemented by way of a Scheme, the
Scheme Document) and Assura Shareholders are advised to read carefully the
Offer Document (or Scheme Document, as applicable) once it has been mailed.
The Combination will be 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 to U.S. investors in Assura
The Combination relates to the shares of an English company with a listing on
the London Stock Exchange and is being made by means of a takeover offer
provided for under English law and subject to the Takeover Code. If, in the
future, PHP determines to extend the Offer into the United States, the Offer
will be carried out in compliance with applicable United States laws and
regulations, including, without limitation, the U.S. Securities Act and, to
the extent applicable, Section 14(e) of the U.S. Exchange Act and Regulation
14E thereunder. Financial information included in this Announcement and the
Offer Document has been or will have been prepared in accordance with
accounting standards applicable in the United Kingdom that may not be
comparable to financial information of U.S. companies or companies whose
financial statements are prepared in accordance with generally accepted
accounting principles in the United States.
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 Offer
remains open for acceptance make certain purchases of, or arrangements to
purchase, Assura Shares outside the United States otherwise than under the
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 (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 believes that the expectations reflected in such forward-looking
statements are reasonable, PHP 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 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, 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 Group and the Assura Group,
there may be additional changes to the PHP Group's and/or Assura Group's
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 is
not under any obligation, and PHP 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 (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
will be available at www.phpgroup.co.uk (www.phpgroup.co.uk) 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
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.
Quantified Financial Benefits Statement
The statements in the Quantified Financial Benefits Statement relate to future
actions and circumstances which, by their nature, involve risks, uncertainties
and contingencies. The synergies and cost savings referred to may not be
achieved, or may be achieved later or sooner than estimated, or those achieved
could be materially different from those estimated. For the purposes of Rule
28 of the Takeover Code, the Quantified Financial Benefits Statement contained
in this Announcement is the responsibility of PHP and the PHP Directors.
The synergies or other quantified estimated financial benefits referred to are
contingent on the Combination and could not be achieved independently. The
estimated synergies or other quantified estimated financial benefits referred
to reflect both the beneficial elements and relevant costs.
General
PHP reserves the right to elect to implement the Combination by way of a
Scheme as an alternative to the Offer, subject to the Panel's consent. In such
event, such Scheme will be implemented on substantially the same terms and
conditions, so far as applicable, as those which would apply to the Offer
(subject to appropriate amendments).
Investors should be aware that PHP may purchase Assura Shares otherwise than
under any Scheme or the 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.
Assura Shareholders recorded on the South African Register may request hard
copies of this Announcement by contacting JSE Investor Services at One
Exchange Square, 2 Gwen Lane, Sandown, Sandton 2196, South Africa or on 011
713 0800 (from within South Africa) and +27 11 713 0800 (from outside South
Africa) between 8.30 a.m. and 5.30 p.m. (London time) Monday to Friday (public
holidays excepted). Calls to this number from persons who are not resident in
South Africa are charged at the applicable international rate. Calls from a
mobile device may incur network extras.
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.
Rule 2.9 of the Takeover Code
In accordance with Rule 2.9 of the Takeover Code, as at the close of business
on the Latest Practicable Date, PHP confirms that its issued share capital
consisted of 1,336,493,786 ordinary shares of 12.5 pence each, of which
317,114 ordinary shares are held in PHP's employee benefit trust (the "EBT")
with no shares held in treasury. Accordingly, the total number of voting
rights in PHP is 1,336,493,786. Of the shares held by the EBT, 270,237 are
expected to be allocated to employees following the release of this
Announcement when the Company will no longer be a close period for the
purposes of the Market Abuse Regulation. Following such allocation, the EBT
will continue to hold 46,877 ordinary shares. The International Securities
Identification Number ("ISIN") of the ordinary shares is GB00BYRJ5J14.
Appendix 1
Conditions and Further Terms of the Combination
Part A
Conditions to the Combination
Conditions of the Offer
1. The Offer will be conditional on, among other things,
valid acceptances being received (and not validly withdrawn in accordance with
the rules and requirements of the Takeover Code and the terms of the Offer) by
not later than 1.00 p.m. (London time) on the Unconditional Date (or such
later time(s) and/or date(s) as PHP may, with the consent of the Panel,
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 Offer or otherwise), represent Assura Shares carrying
not less than 75 per cent. (75%) of the voting rights then normally
exercisable at a general meeting of Assura Shareholders (or such lower
percentage as PHP may decide) (the "Acceptance Condition"), provided that the
Acceptance Condition shall not be satisfied unless, taken together with Assura
Shares that it already owns, PHP holds or has acquired or agreed to acquire
(whether pursuant to the Offer or otherwise), directly or indirectly, Assura
Shares carrying in aggregate more than 50 per cent. (50%) of the voting rights
then normally exercisable at a general meeting of Assura Shareholders. Unless
the Panel agrees otherwise, the Acceptance Condition shall only be capable of
being satisfied when all other Conditions have been satisfied or, if
applicable, waived.
For the purposes of this Condition 1:
1.1 Assura Shares which have been unconditionally allotted
but not issued before the Offer becomes or is declared unconditional, whether
pursuant to the exercise of any outstanding subscription, option or conversion
rights or otherwise, shall be deemed to carry the voting rights they will
carry upon issue;
1.2 valid acceptances shall be deemed to have been received
in respect of:
1.2.1 all Assura Shares already held by PHP as at the date of the
Offer (if any); and
1.2.2 all Assura Shares which are treated for the purposes of Part
28 of the Companies Act as having been acquired or contracted to be acquired
by PHP by virtue of acceptances of the Offer or otherwise; and
1.3 all percentages of voting rights and share capital are
to be calculated by reference to the percentage held in issue excluding any
and all shares held as treasury shares by Assura from time to time.
General Conditions
2. In addition, subject as stated in Part B of this
Appendix 1, the Combination will be conditional upon the following Conditions
and, accordingly, the necessary actions to complete the Combination will not
be taken unless the following Conditions (as amended if appropriate) have been
satisfied or, where relevant, waived:
PHP Shareholder approval
2.1 the passing at the PHP General Meeting (or any
adjournment of that meeting) in each case by the requisite majority of PHP
Shareholders of the PHP Resolution;
Admission Condition
2.2 the FCA having acknowledged to PHP or its agent (and
such acknowledgement not having been withdrawn) that the application for the
admission of the New PHP Shares to the Equity Shares (Commercial Companies)
category of the Main Market of the London Stock Exchange has been approved and
(after satisfaction of any conditions to which such approval is expressed to
be subject (such conditions being the "listing conditions")) will become
effective as soon as a dealing notice has been issued by the FCA and any
listing conditions having been satisfied; the London Stock Exchange having
acknowledged to PHP or its agent (and such acknowledgement not having been
withdrawn) that the New PHP Shares will be admitted to trading on the Equity
Shares (Commercial Companies) category of the London Stock Exchange's Main
Market for listed securities; and the JSE having acknowledged to PHP or its
agent (and such acknowledgement not having been withdrawn) that the New PHP
Shares will be admitted to trading on the Main Board of the Johannesburg Stock
Exchange;
Foreign direct investment
2.3 to the extent required under relevant foreign direct
investment laws, regulation or executive orders in the Republic of Ireland,
the Relevant Authority having authorised the Combination, including by
issuing a decision, declaration or other notice of approval (whether
conditional or unconditional) (or having been deemed to issue such approval),
declining to open a further investigation or inquiry or confirming no further
questions in relation to the Combination, or by the expiry of any relevant
waiting periods;
Approval of other Relevant Authorities
2.4 if approval from a Relevant Authority is required for,
or a Relevant Authority decides to review, the Combination or any matter
arising from or related to the Combination other than as specifically
addressed by Condition 2.3 above, it being established that such Relevant
Authority approves (or is deemed to approve) or will permit the Combination to
proceed and/or any applicable waiting periods having been terminated or
expired;
Other Third Party clearances
2.5 the waiver (or non-exercise within any applicable time
limits) by any relevant government or governmental, quasi-governmental,
supranational, statutory, regulatory, administrative, environmental,
professional or investigative body, court, trade agency, association,
institution, any entity owned or controlled by any relevant government or
state, or any other body or person whatsoever in any jurisdiction (each a
"Third Party") of any termination right, right of pre-emption, first refusal
or similar right (which is material in the context of the Wider PHP Group
taken as a whole) arising as a result of or in connection with the Combination
including, without limitation, its financing of the cash component or the
proposed direct or indirect acquisition of any shares or other securities in,
or control of, Assura by PHP or any member of the PHP Group;
2.6 no Third Party having given notice of a decision to
take, institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference, or having required any action to be taken
or otherwise having done anything or having enacted, made or proposed any
statute, regulation, decision, order or change to published practice and there
is not continuing to be outstanding any statute, regulation, decision or order
which would or might reasonably be expected to:
(i) require, prevent or delay the divestiture, or alter the
terms envisaged for any proposed divestiture by any member of the Wider PHP
Group or any member of the Wider Assura Group of all or any portion of their
respective businesses, assets or property or impose any limitation on the
ability of any of them to conduct their respective businesses (or any of them)
or to own, control or manage any of their respective assets or properties or
any part thereof which, in either case, is or would be material (x) in the
context of the Wider PHP Group or the Wider Assura Group taken as a whole or
(y) in the context of the Combination;
(ii) require, prevent or delay, or alter the terms envisaged
for, any proposed divestiture by any member of the Wider PHP Group of any
shares or other securities in Assura;
(ii) impose any material limitation on, or result in a
material delay in, the ability of any member of the Wider PHP Group directly
or indirectly to acquire or to hold or to exercise effectively, directly or
indirectly, all or any rights of ownership in respect of shares or loans or
securities convertible into shares or any other securities (or the equivalent)
in any member of the Wider Assura Group or to exercise management control over
any such member;
(ii) otherwise adversely affect the business, assets, profits
or prospects of any member of the Wider PHP Group or of any member of the
Wider Assura Group, in either case to an extent which is material in the
context of the Wider PHP Group or the Wider Assura Group taken as a whole;
(iv) make the Combination or its implementation or the
acquisition or proposed acquisition by PHP or any member of the Wider PHP
Group of any shares or other securities in, or control of Assura void,
illegal, and/or unenforceable under the laws of any relevant jurisdiction, or
otherwise, directly or indirectly, restrain, restrict, prevent, prohibit or
delay or otherwise materially adversely interfere with the same, or impose
additional conditions or obligations with respect thereto (in each case to an
extent which is or would be material in the context of the Wider PHP Group or
the Wider Assura Group taken as a whole);
(v) require (other than pursuant to the implementation of the
Scheme or, if applicable, sections 974 to 991 of the Companies Act) any member
of the Wider PHP Group or the Wider Assura Group to acquire or to offer to
acquire any shares or other securities (or the equivalent) or interest in any
member of the Wider Assura Group or the Wider PHP Group or any asset owned by
any third party; or
(vii) result in any member of the Wider Assura Group ceasing to be
able to carry on business under any name under which it presently does so to
the extent this would have a material adverse effect on the financial position
of the Wider Assura Group taken as a whole,
and all applicable waiting and other time periods (including any extensions
thereof) during which any such Third Party could decide to take, institute,
implement or threaten any such action, proceeding, suit, investigation,
enquiry or reference or take any other step under the laws of any jurisdiction
in respect of the Combination or proposed acquisition of any Assura Shares or
otherwise intervene having expired, lapsed, or been terminated;
2.7 in addition to the regulatory approvals referred to in
Condition 2.3 above, all necessary filings, applications and/or notifications
having been made in connection with the Combination, all relevant waiting
periods and other time periods (including any extensions thereof) under any
applicable legislation or regulation of any relevant jurisdiction having
expired, lapsed or been terminated and all material statutory or regulatory
obligations in any relevant jurisdiction having been complied with in
connection with the Combination or the acquisition by any member of the Wider
PHP Group of any shares or other securities in, or control or management of,
Assura or any member of the Wider Assura Group where the direct consequence of
a failure to make such filing, application or notification or to wait for the
expiry, lapse or termination of any such waiting or time period would be
unlawful in any relevant jurisdiction;
2.8 in addition to the competition law and regulatory
approvals referred to in Condition 2.3 above, all necessary authorisations,
orders, recognitions, grants, consents, licences, confirmations, clearances,
permissions and approvals for the proposed acquisition of any shares or other
securities in, or control of, Assura by any member of the Wider PHP Group
having been obtained from all necessary Third Parties or persons with whom any
member of the Wider Assura Group has entered into contractual arrangements or
other business relationships, and all such authorisations, orders,
recognitions, grants, consents, licences, confirmations, clearances,
permissions and approvals, together with all authorisations, orders,
recognitions, grants, licences, confirmations, clearances, permissions and
approvals, which are necessary or appropriate to carry on the business of any
member of the Wider Assura Group and which are material in the context of the
Wider Assura Group taken as a whole, remaining in full force and effect and
all filings necessary for such purpose having been made and there being no
notice or intimation of any intention to revoke, suspend, restrict, modify or
not to renew any of the same at the time at which the Combination becomes
otherwise unconditional and all necessary statutory or regulatory obligations
in any jurisdiction having been complied with;
2.9 no temporary restraining order, preliminary or permanent
injunction, preliminary or permanent enjoinment, or other order having been
issued and being in effect by a court or other Third Party which has the
effect of making the Combination or any acquisition or proposed acquisition of
any shares or other securities or control or management of, any member of the
Wider Assura Group by any member of the Wider PHP Group, or the implementation
of either of them, void, voidable, illegal and/or unenforceable under the laws
of any relevant jurisdiction, or otherwise directly or indirectly prohibiting,
preventing, restraining, restricting or materially delaying the completion or
the approval of the Combination or any matter arising from the proposed
acquisition of any shares or other securities in, or control or management of,
any member of the Wider Assura Group by any member of the Wider PHP Group;
Circumstances arising as a result of any arrangement, agreement etc.
2.10 except as Disclosed, there being no provision of any
arrangement, agreement, licence, permit, franchise, lease or other instrument
to which any member of the Wider Assura Group is a party or by or to which any
such member or any of its assets is or may be bound, entitled or be subject or
any event or circumstance which, as a consequence of the Combination or the
proposed acquisition by any member of the Wider PHP Group of any shares or
other securities in Assura or because of a change in the control or management
of any member of the Wider Assura Group or otherwise, would reasonably be
expected to result in, in each case to an extent which is material in the
context of the Wider Assura Group taken as a whole or in the context of the
Combination, including the financing of the cash component thereof:
(i) any monies borrowed by, or any other indebtedness or
liabilities, actual or contingent of, or any grant available to, any member of
the Wider Assura Group being or becoming repayable, or capable of being
declared repayable, immediately or prior to its or their stated maturity date
or repayment date, or the ability of any such member to borrow monies or incur
any indebtedness being withdrawn or inhibited or being capable of becoming or
being withdrawn or inhibited;
(ii) the rights, liabilities or obligations of any member of
the Wider Assura Group under any such arrangement, agreement, licence, permit,
lease or instrument or the interests or business of any member of the Wider
Assura Group in or with any other firm or company or body or person (or any
agreement or arrangement relating to any such business or interests) being
terminated or adversely modified or affected or any onerous obligation or
liability arising thereunder;
(iii) any member of the Wider Assura Group ceasing to be able to
carry on business under any name under which it presently carries on business;
(iv) any assets or interests of any member of the Wider Assura
Group ceasing to be available to any such member or any right arising under
which any such asset or interest could be required to be disposed of or
charged or could cease to be available to any member of the Wider Assura Group
otherwise than in the ordinary course of business;
(v) other than in the ordinary course of business, the creation
or enforcement of any mortgage, charge or other security interest over the
whole or any part of the business, property or assets of any member of the
Wider Assura Group or any such mortgage, charge or other security interest
(whenever created, arising or having arisen), becoming enforceable;
(vi) the value, financial or trading position of any member of
the Wider Assura Group being prejudiced or adversely affected;
(vii) the creation or acceleration of any liabilities (actual or
contingent) by any member of the Wider Assura Group other than trade creditors
or other liabilities incurred in the ordinary course of business;
(viii) any liability of any member of the Wider Assura Group to make
any severance, termination, bonus or other payment to any of its directors or
other officers other than in the ordinary course of business; or
(ix) any requirement of any member of the Wider Assura Group to
acquire, subscribe, pay up or repay any shares or other securities (or the
equivalent),
and no event having occurred which, under any provision of any such agreement,
arrangement, licence, permit or other instrument to which any member of the
Wider Assura Group is a party or by or to which any such member or any of its
assets may be bound, entitled or subject, would or might reasonably be
expected to result in any of the events or circumstances as are referred to in
sub-paragraphs (i) to (ix) of this Condition occurring, in each case which is
or would be material in the context of the Wider Assura Group taken as a
whole, or in the context of the Combination, including the financing of the
cash component thereof;
No material transactions, claims or changes in the conduct of the business of
the Wider Assura Group
2.11 except as Disclosed, no member of the Wider Assura Group
having since 31 December 2024:
(i) save as between Assura and the Wider Assura Group and/or
on the exercise of options or vesting of awards granted in the ordinary course
under the Assura Share Plans, issued or agreed to issue or authorised or
proposed or announced its intention to authorise or propose the issue of
additional shares of any class, or securities or securities convertible into,
or exchangeable for, or rights, warrants or options to subscribe for or
acquire, any such shares or convertible securities or transferred or sold or
agreed to transfer or sell or authorised or proposed the transfer or sale of
Assura Shares out of treasury;
(ii) recommended, declared, paid or made any bonus issue,
dividend or other distribution (whether payable in cash or otherwise) other
than: (a) to Assura or one of its wholly-owned subsidiaries; or (b) the Assura
Dividends;
(iii) save as between Assura and its wholly-owned subsidiaries
or between such wholly-owned subsidiaries, merged with (by statutory merger or
otherwise) or demerged from or acquired any body, corporate, partnership or
business or acquired or disposed of, or transferred, mortgaged or charged or
created any security interest over, any assets or any right, title or interest
in any asset (including shares and trade investments) or authorised, proposed
or announced any intention to do so, in each case other than in the ordinary
course of business (excluding the disposal of certain assets as announced by
Assura on 3 March 2025);
(iv) save as between Assura and its wholly-owned subsidiaries or
between such wholly-owned subsidiaries, made, authorised, proposed or
announced an intention to propose any change in its loan capital or issued or
authorised the issue of any debentures or incurred or increased any
indebtedness or contingent liability, in each case other than in the ordinary
course of business consistent with past practice;
(v) issued, authorised, or proposed or announced an intention to
authorise or propose the issue of, or made any change in or to the terms of,
any debentures or (save in the ordinary course of business and as between
Assura and its wholly-owned subsidiaries or between such wholly-owned
subsidiaries) incurred or increased any indebtedness or become subject to any
contingent liability;
(vi) entered into, varied, authorised or proposed entry into or
variation of, or announced its intention to enter into or vary, any contract,
transaction, arrangement or commitment (whether in respect of capital
expenditure or otherwise) which is of a long term, unusual or onerous nature
or magnitude, or which is or is likely to be restrictive on the business of
any member of the Wider Assura Group or the Wider PHP Group, other than in the
ordinary course of business, in any such case to an extent which is material
in the context of the Wider Assura Group taken as a whole or in the context of
the Combination, including the financing of the cash component thereof;
(vii) save to the extent arising as a result of any change in
applicable law, entered into, varied, authorised or proposed entry into or
variation of, or announced its intention to enter into or vary the terms of or
made any offer (which remains open for acceptance) to enter into or vary the
terms of, any contract, commitment, arrangement or any service agreement with
any director or senior executive of the Wider Assura Group (save for salary
increases, bonuses or variations of terms in the ordinary course);
(viii) save to the extent arising as a result of any change in
applicable law, proposed, agreed to provide or modified the terms of any share
option scheme, incentive scheme, or other benefit relating to the employment
or termination of employment of any employee of the Wider Assura Group and in
each case which is material in the context of the Wider Assura Group taken as
a whole or in the context of the Combination, including the financing of the
cash component thereof;
(ix) in relation to any pension scheme or other retirement,
leaving service or death benefit arrangement established for any directors,
former directors, employees or former employees of any entity in the Wider
Assura Group or their dependants and established by a member of the Wider
Assura Group (a "Relevant Pension Plan"):
(I) made, agreed or consented to or procured any significant
change to: (a) the terms of the trust deeds, rules, policy or other governing
documents constituting a Relevant Pension Plan; (b) the contributions payable
to any such scheme(s) or the benefits which accrue or to the pensions which
are payable thereunder; (c) the basis on which benefits accrue, pensions are
payable or the persons entitled to accrue or be paid benefits, under any
Relevant Pension Plan; (d) the basis on which the liabilities of any Relevant
Pension Plan are funded, valued or made; (e) the basis or rate of employer
contribution to a Relevant Pension Plan; or (f) the exercise of any discretion
in relation to a Relevant Pension Plan, in each case which is material in the
context of the Wider Assura Group taken as a whole or in the context of the
Combination, including the financing of the cash component thereof, and other
than as required in accordance with applicable law;
(II) entered into or proposed to enter into one or more bulk
annuity contracts in relation to any Relevant Pension Plan; or
(III) carried out any act: (a) which would or could reasonably
be expected to lead to the commencement of the winding up of any Relevant
Pension Plan; (b) which would or is reasonably likely to create a material
debt owed by an employer to any Relevant Pension Plan; (c) which would or
might accelerate any obligation on any employer to fund or pay additional
contributions to any Relevant Pension Plan; or (d) which would, having regard
to the published guidance of the Pensions Regulator give rise directly or
indirectly to a liability in respect of a Relevant Pension Plan arising out of
the operation of sections 38 and 38A of the Pensions Act 2004 in relation to a
Relevant Pension Plan, in each case which is material in the context of the
Wider Assura Group taken as a whole or in the context of the Combination,
including the financing of the cash component thereof, and other than as
required in accordance with applicable law;
(x) entered into, implemented or effected, or authorised,
proposed or announced its intention to implement or effect, any joint venture,
asset or profit sharing arrangement, partnership, composition, assignment,
reconstruction, amalgamation, commitment, scheme or other transaction or
arrangement (other than the Offer and otherwise than in the ordinary course of
business);
(xi) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or, save in respect of the matters mentioned in sub-paragraph (i) above, made
any other change to any part of its share capital;
(xii) other than with respect to claims between Assura and its
wholly owned subsidiaries (or between such subsidiaries), waived, compromised
or settled any claim or admitted any dispute, claim or counter-claim whether
by or against any member of the Wider Assura Group and which is material in
the context of the Wider Assura Group taken as a whole or in the context of
the Combination, including the financing of the cash component thereof;
(xiii) made any alteration to its articles of association or other
constitutional documents which is material in the context of the Combination
(in each case, other than in connection with the Offer);
(xiv) (other than in respect of a member of the Wider Assura Group
which is dormant and was solvent at the relevant time) taken or proposed any
steps, corporate action or had any legal proceedings instituted or threatened
against it in relation to the suspension of payments, a moratorium of any
indebtedness, its winding-up (voluntary or otherwise), dissolution,
reorganisation or for the appointment of any administrator, receiver, manager,
administrative receiver, trustee or similar officer of all or any of its
assets or revenues or any analogous proceedings in any jurisdiction or
appointed any analogous person in any jurisdiction or had any such person
appointed;
(xv) been unable or deemed unable, or admitted in writing that it
is unable, to pay its debts, or having stopped or suspended (or threatened to
stop or suspend) payment of its debts generally or ceased or threatened to
cease carrying on all or a substantial part of its business in any such case
with a material adverse effect on the financial position of the Wider Assura
Group taken as a whole or in the context of the Combination, including the
financing of the cash component thereof;
(xvi) commenced negotiations with any of its creditors or taken any
step with a view to rescheduling or restructuring any of its indebtedness or
entered into a composition, compromise, assignment or arrangement with any of
its creditors whether by way of a voluntary arrangement, scheme of
arrangement, deed of compromise or otherwise in any such case with a material
adverse effect on the financial position of the Wider Assura Group taken as a
whole or in the context of the Combination, including the financing of the
cash component thereof;
(xvii) terminated or varied the terms of any agreement or arrangement
between any member of the Wider Assura Group and any other person in a manner
which would or might be expected to have a material adverse effect on the
financial position of the Wider Assura Group taken as a whole; or
(xviii) other than with the consent of PHP and (if required) the Panel
or on a basis permitted by the Takeover Code, having taken (or agreed or
proposed to take) any action which requires, or would require, the approval of
Assura Shareholders in general meeting in accordance with, or as contemplated
by, Rule 21.1 of the Takeover Code;
No material adverse change, litigation or regulatory enquiry
2.12 since 31 December 2024, and except as Disclosed, there
having been:
(i) no adverse change or deterioration in the business,
assets, value, financial or trading position, profits, prospects or
operational performance of any member of the Wider Assura Group to an extent
which is material to the Wider Assura Group taken as a whole or to the
financing of the cash component of the Combination, but excluding any such
change or deterioration directly arising as a result of the Combination;
(ii) other than as a direct result of the Combination, no
litigation, arbitration proceedings, prosecution or other legal or regulatory
proceedings to which any member of the Wider Assura Group is or may become a
party (whether as claimant or defendant or otherwise), and no enquiry, review,
investigation or enforcement proceedings by any Third Party against or in
respect of any member of the Wider Assura Group having been threatened,
announced or instituted by or against, or remaining outstanding in respect of,
any member of the Wider Assura Group which is material in the context of the
Wider Assura Group taken as a whole or in the context of the Combination,
including the financing of the cash component thereof;
(iii) no contingent or other liability having arisen, increased
or become apparent which is reasonably likely to adversely affect the
business, assets, financial or trading position, profits, prospects or
operational performance of the Wider Assura Group, taken as a whole;
(iv) no steps having been taken which are likely to result in
the withdrawal, cancellation, termination or modification of any licence held
by any member of the Wider Assura Group, which is necessary for the proper
carrying on of its business and the withdrawal, cancellation, termination or
modification of which would reasonably be expected to have a material adverse
effect on the Wider Assura Group taken as a whole; and
(v) no member of the Wider Assura Group having conducted its
business in breach of any applicable laws and regulations which in any case is
material in the context of the Wider Assura Group taken as a whole or in the
context of the Combination, including the financing of the cash component
thereof;
2.13 except as Disclosed, PHP not having discovered:
(i) that any financial, business or other information
concerning the Wider Assura Group publicly announced or disclosed to any
member of the Wider PHP Group at any time prior to this Announcement by or on
behalf of any member of the Wider Assura Group or to any of their advisers is
misleading, contains a misrepresentation of fact or omits to state a fact
necessary to make that information not misleading and which was not
subsequently corrected before the date of this Announcement by disclosure by
or on behalf of the Wider Assura Group through the publication of an
announcement via a Regulatory Information Service or otherwise, in any case,
which is material in the context of the Wider Assura Group taken as a whole or
in the context of the Combination, including the financing of the cash
component thereof;
(ii) that any member of the Wider Assura Group is subject to
any liability (actual or contingent) which is material in the context of the
Wider Assura Group taken as a whole or in the context of the Combination,
including the financing of the cash component thereof; or
(ii) any information which affects the import of any
information disclosed to PHP at any time prior to this Announcement by or on
behalf of any member of the Wider Assura Group and which is material in the
context of the Wider Assura Group taken as a whole or in the context of the
Combination, including the financing of the cash component thereof.
Environmental liabilities
2.14 except as Disclosed, PHP not having discovered that:
(i) any past or present member of the Wider Assura Group has
failed to comply in any material respect with any and/or all applicable
legislation or regulations, of any jurisdiction with regard to the use,
storage, carriage, disposal, spillage, release, discharge, leak or emission of
any waste or hazardous substance or any substance likely to impair materially
the environment (including property) or harm human health or animal health or
otherwise relating to environmental matters or the health and safety of
humans, or that there has otherwise been any such storage, carriage, disposal,
spillage, release, discharge, leak or emission (whether or not the same
constituted a non-compliance by any person with any such legislation or
regulations, and wherever the same may have taken place) any of which storage,
carriage, disposal, spillage, release, discharge, leak or emission would be
likely to give rise to any material liability (actual or contingent) on the
part of any member of the Wider Assura Group which is material in the context
of the Wider Assura Group taken as a whole or in the context of the
Combination, including the financing of the cash component thereof; or
(ii) there is, or is likely to be, for that or any other
reason whatsoever, any material liability (actual or contingent) of any past
or present member of the Wider Assura Group to make good, repair, reinstate or
clean up any property now or previously owned, occupied, operated or made use
of or controlled by any such past or present member of the Wider Assura Group,
under any environmental legislation, regulation, notice, circular or order of
any government, governmental, quasi-governmental, state or local government,
supranational, statutory or other regulatory body, agency, court, association
or any other person or body in any jurisdiction and which is material in the
context of the Wider Assura Group taken as a whole or in the context of the
Combination, including the financing of any cash component thereof;
Intellectual property
2.15 except as Disclosed, no circumstance having arisen or event
having occurred in relation to any intellectual property owned or used by any
member of the Wider Assura Group which would be reasonably likely to have a
material adverse effect on the Wider Assura Group taken as a whole, including:
(i) any member of the Wider Assura Group losing its title to
any intellectual property material to its business, or any intellectual
property owned by the Wider Assura Group and material to its business taken as
a whole being revoked, cancelled or declared invalid; or
(ii) any claim being asserted in writing by any person
challenging the ownership of any member of the Wider Assura Group to, or the
validity or effectiveness of, any intellectual property that is material to
the business of the Wider Assura Group taken as a whole;
Anti-corruption and sanctions
2.16 except as Disclosed, PHP not having discovered that:
(i) any past or present member, director, officer or employee
of the Wider Assura Group or any person that performs or has performed
services for or on behalf of any such company is or has, in their capacity as
such, at any time engaged in any activity, practice or conduct (or omitted to
take any action) which (at the time of the relevant activity, practice,
conduct or omission) constituted an offence under the UK Bribery Act 2010, the
U.S. Foreign Corrupt Practices Act of 1977, as amended or any other applicable
anti-corruption legislation;
(ii) any past or present member, director, officer or employee
of the Wider Assura Group, or any other person for whom any such person is
liable or responsible, has, in their capacity as such, engaged in any activity
or business with, or made any investments in, or made any funds or assets
available to or received any funds or assets from: (a) any government, entity
or individual in respect of which United States or European Union persons, or
persons operating in those territories, were (at the time of the relevant
activity, business, investment or making available funds or assets) prohibited
from engaging in activities or doing business, or from receiving or making
available funds or economic resources, by United States or European Union laws
or regulations, including the economic sanctions administered by the United
States Office of Foreign Assets Control, or HM Treasury; or (b) any
government, entity or individual targeted by any of the economic sanctions of
the United Nations, the United States, the European Union or any of its member
states, except as may have been licensed by the relevant authority; and
(ii) any member of the Wider Assura Group has engaged in any
transaction which would cause any member of the Assura Group to be in breach
of the economic sanctions administered by the United States Office of Foreign
Assets Control or HM Treasury or any government entity or individual targeted
by any of the economic sanctions of the United Nations, United States or the
European Union or any of its member states; and
No criminal property
2.17 except as Disclosed, PHP not having discovered that any
asset of any member of the Wider Assura Group constitutes criminal property as
defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding
paragraph (b) of that definition).
Part B
Further terms of the Combination
1. Subject to the requirements of the Panel, PHP
reserves the right in its sole discretion to waive, in whole or in part, all
or any of the Conditions set out in Part A of this Appendix 1, except
Conditions 1, 2.1 and 2.2 which cannot be waived.
2. PHP shall be under no obligation to waive (if capable
of waiver), to determine to be or remain satisfied or to treat as fulfilled
any of the Conditions in Part A of this Appendix 1 that it is entitled (with
the consent of the Panel) to invoke, by a date earlier than the latest date
specified for the fulfilment or waiver of that Condition notwithstanding that
the other Conditions of the Combination may at such earlier date have been
waived or fulfilled and that there are at such earlier date no circumstances
indicating that any of such Conditions may not be capable of fulfilment.
3. If the Panel requires PHP to make an offer or offers
for Assura Shares under the provisions of Rule 9 of the Takeover Code, PHP may
make such alterations to the Conditions as are necessary to comply with the
provisions of that Rule.
4. Under Rule 13.5(a) of the Takeover Code and subject
to paragraph 5, PHP may only invoke a Condition so as to cause the Combination
not to proceed, to lapse or to be withdrawn with the consent of the Panel. The
Panel will normally only give its consent if the circumstances which give rise
to the right to invoke the Condition are of material significance to PHP in
the context of the Combination. This will be judged by reference to the facts
of each case at the time that the relevant circumstances arise. The conditions
contained in Conditions 1, 2.1 and 2.2 of Part A above (and, if applicable,
any condition relating to the approval of a Scheme by Assura Shareholders or
to the sanctioning of the scheme by the court) adopted on the basis specified
in paragraph 6 of this Part B) are not subject to this provision of the
Takeover Code. Any Condition that is subject to Rule 13.5(a) (save for, so far
as it relates to PHP, the Wider PHP Group or any part thereof, the Condition
in paragraph 2.9 in Part A of this Appendix 1) may be waived by PHP.
5. Save as may otherwise be required by the Panel, the
Offer shall not proceed, shall lapse or shall be withdrawn on the Long Stop
Date if:
5.1 sufficient acceptances have not been received so as to
enable the Acceptance Condition to be satisfied; or
5.2 where sufficient acceptances have been received so as to
enable the Acceptance Condition to be satisfied, if a Condition relating to an
official authorisation or regulatory clearance has not been satisfied or
waived and the Panel consents to the Offer not proceeding, lapsing or being
withdrawn.
6. PHP reserves the right to implement the Combination
by way of a Scheme as an alternative to the Offer, subject to the Panel's
consent. In such an event, such Scheme will be implemented on the same terms
and conditions so far as applicable, as those which would apply to the Offer
(subject to appropriate amendments).
7. The Combination will be governed by English law and
be subject to the jurisdiction of the Courts of England and Wales and to the
Conditions set out in this Announcement and in the Offer Document. The
Combination will be subject to the applicable requirements of 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. This Announcement does not constitute, or form part of, an
offer or invitation to purchase Assura Shares or any other securities.
8. Each of the Conditions shall be regarded as a
separate Condition and shall not be limited by reference to any other
Condition.
9. The Combination will be subject, inter alia, to the
Conditions and certain further terms which are set out in this Appendix 1 and
to the full terms which will be set out in the Offer Document and such further
terms as may be required to comply with the provisions of the UK Listing
Rules, the provisions of the Takeover Code and the applicable requirements of
the Panel, the London Stock Exchange and the Johannesburg Stock Exchange.
10. The Assura Shares will be acquired by PHP pursuant to
the Combination fully paid and free from all liens, equities, charges,
encumbrances, options, right of pre-emption and any other third party rights
and interests of any nature whatsoever and together with all rights attaching
to them as at completion of the Combination, including (without limitation)
voting rights and the right to receive and retain in full all dividends (other
than the Assura July Dividend) and distributions (if any) declared, made or
paid or any other return of capital (whether by way of reduction of share
capital, repurchase or redemption of otherwise) following the Combination
becoming or being declared unconditional.
11. If, on or after the date of this Announcement, any
dividend, distribution and/or other return of capital or value, other than the
Assura July Dividend is announced, declared, made or paid in respect of the
Assura Shares, PHP reserves the right to reduce the consideration payable
under the terms of the Combination for the Assura Shares by the aggregate
amount of such dividend 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. In such circumstances, Assura Shareholders
would be entitled to retain any such dividend, distribution and/or return of
capital or value. Any exercise by PHP of its rights referred to in this
paragraph 11 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
Combination.
12. Unless otherwise determined by PHP and permitted by
applicable law and regulation, the Offer will not be made, directly or
indirectly, in or into, or by use of the mails of, or by 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 Offer will not be capable of acceptance
by any such use, means, instrumentality or facilities or from within any
Restricted Jurisdiction.
13. The New PHP Shares to be issued pursuant to the Offer
have not been and will not be registered under the U.S. 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 U.S. Person or
Restricted Overseas Person, except pursuant to exemptions from the
registration requirements of the U.S. Securities Act (in the case of the
United States) and any applicable requirements of any other such jurisdiction.
14. The availability of the Offer to persons not resident in
the United Kingdom may be affected by the laws or regulatory requirements of
the relevant jurisdictions in which they are located. Persons who are not
resident in the United Kingdom should inform themselves about and observe any
applicable 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. Further information in relation to
Overseas Shareholders will be contained in the Offer Document.
15. Fractions of the New PHP Shares will not be allotted or
issued pursuant to the Combination, but entitlements of Assura Shareholders
will be rounded down to the nearest whole number of New PHP Shares and all
fractions of New PHP Shares will be aggregated and sold in the market as soon
as practicable after completion of the Combination. The net proceeds of such
sale (after deduction of all expenses and commissions incurred in connection
with the sale) will be distributed in due proportions to Assura Shareholders
who would otherwise have been entitled to such fractions provided that
individual entitlements to amounts of less than £5.00 will not be paid to
Assura Shareholders but will be retained for the benefit of PHP.
16.
Appendix 2
Sources and Bases of Information
1. In this Announcement, unless otherwise stated or the context otherwise
requires, the following sources and bases have been used.
2. Issued share capital of PHP is 1,336,493,786 ordinary shares of 12.5
pence each, with no shares held in treasury
3. Issued share capital of Assura is 3,250,608,887 ordinary shares of 10
pence each, with no shares held in treasury
4. Share price and volume weighted average share price data is derived
from FactSet and Bloomberg
5. Financial information relating to PHP is extracted from the audited
financial results for the year ended 31 December 2024, released on 28 February
2025
6. 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 ended 31 March
2024, released on 21 May 2024
7. Total Property Returns represents the overall return generated by
properties on a debt-free basis, calculated as, for each time period (as
stated) the net rental income generated plus the change in market value,
divided by opening property value plus additions
8. Financial information relating to the Total Property Returns for PHP
have been extracted, without adjustment, from the audited financial results
for the years ended 31 December 2015 to 31 December 2024, and the unaudited
interim financial results for the year ended 30 June 2024. Copies of the
audited financial results and the unaudited interim financial results for
these years can be found on PHP's website at www.phpgroup.co.uk
(www.phpgroup.co.uk) .
9. Financial information relating to the Total Property Returns and
adjusted earnings for Assura have been extracted, without adjustment, from the
audited financial results for the years ended 31 March 2015 to 31 March 2024,
and the unaudited interim financial results for the year ended 30 September
2024. Copies of the audited financial results and the unaudited interim
financial results for these years can be found on Assura's website at
www.assuraplc.com (www.assuraplc.com) .
10. PHP EPRA NTA per share figures are sourced from PHP 2014 to 2019 interim
and annual reports, and Adjusted NTA (being EPRA NTA adjusted for Medicx fair
value adjustment) per share figures are sourced from 2020 to 2024 interim and
annual reports. 2014 Interim EPRA NTA restated to reflect PHP's four for one
share sub-division undertaken in November 2015; 2014 Annual, 2015 Interim and
2015 Annual reported EPRA NTA figures are the restated figures sourced from
the 2016 annual report, as per reported date
11. Assura EPRA NTA per share figures are sourced from Assura 2014 to 2024
interim and annual reports, as per reported date
12. NTA (Price / NAV) rating figures are presented to 13 February 2025
(being the last Business Day prior to the commencement of the Offer Period)
13. NTA (Price / NAV) rating calculated as, for each date shown, the share
price divided by last reported NAV (sourced for PHP and Assura as referenced
above)
14. PHP Dividend per share figures sourced from PHP website
(www.phpgroup.co.uk/investors/dividends
(http://www.phpgroup.co.uk/investors/dividends) )
15. Assura Dividend per share figures sourced from Assura website as per
ex-dividend date
(www.assuraplc.com/investor-relations/shareholder-information/dividends
(http://www.assuraplc.com/investor-relations/shareholder-information/dividends)
)
16. Dividend yield presented to 13 February 2025 (being the last Business
Day prior to the commencement of the Offer Period)
17. Dividend yield calculated as last reported (ex-dividend rate) dividend
divided by share price at each date
18. Adjusted NTA is calculated as NTA factoring in the mark-to-market value
of debt. The PHP 31 December 2024 Adjusted NTA of 105.0 pence per share plus
the fair value of fixed cost debt facilities (9.4 pence / £124 million) and
the Assura 30 September 2024 EPRA NTA of 49.5 pence per share plus the fair
value of fixed cost facilities (5.5 pence / £179 million)
19. Combined portfolio value is calculated as PHP portfolio value of £2.8
billion as at 31 December 2024, and stated in the PHP preliminary audited
results released on 28 February 2025 and the Assura portfolio value of £3.2
billion as at 30 September 2024, stated in the Assura unaudited interim
results released on 14 November 2024
20. Illustrative potential value of the Offer to an Assura Shareholder based
on long term price / NAV ratings assumes the Combined Group trades at PHP's 5
and 10 year average price / NAV ratings of 11.7% premium and 16.6% premium,
respectively, applied to Assura's share of the Combined Group NTA, plus the
cash consideration to Assura, plus the Assura April Dividend of 0.84 pence per
Assura Share plus the Assura July Dividend of 0.84 pence per Assura Share
21. Illustrative potential value of the Offer to an Assura Shareholder based
on long term dividend yield ratings assumes the Combined Group trades at PHP's
5 and 10 year average dividend yield ratings of 5.5% and 5.1%, respectively,
applied to Assura's share of the Combined Group dividend based on PHP's last
reported dividend of 6.9 pence per share, plus the cash consideration to
Assura Shareholders, plus the Assura April Dividend of 0.84 pence per Assura
Share, plus the Assura July Dividend of 0.84 pence per Assura Share
22. Market capitalisation calculated as PHP Share price at Latest
Practicable Date multiplied by the Combined Group share count (c. 2,561.6
million shares, less cash consideration)
23. Certain figures included in this Announcement have been subject to
rounding adjustments
24. Three property valuations have been completed for the purpose of Rule
29. Two of these are dated as at 31 December 2024 and the third is dated 30
April 2025. See below for a reconciliation of these valuations to the 31
December 2024 audited property valuation
Portfolio Valuer Annual report Rule 29 report(2) Rule 29 reference date Change %
31 December 2024
UK Portfolio 1 Avison Young £1,172m £1,172m 31 December 2024 n.a.
Ireland portfolio CBRE £255m £255m 31 December 2024 n.a.
UK Portfolio 2 JLL / Knight Frank(1) £1,332m £1,332m 30 April 2024 0.7%
£2,750m £2,759m n.a.
Notes:
1. Valued by Jones Laing LaSalle as at 31-Dec-24 for the annual accounts.
One portfolio valued by Knight Frank for Rule 29 as at 30-Apr-25.
2. Avison Young and CBRE provided No Material Change statements for the
period since the 31-Dec-24 valuation. Knight Frank provided a No Material
Change statement in respect of the Ireland portfolio
Appendix 3
Quantified Financial Benefits Statement
PART A - QUANTIFIED FINANCIAL BENEFITS STATEMENT
Paragraph 6 of this Announcement (Quantified Financial Benefits Statement)
includes statements of estimated cost savings and synergies expected to arise
from the Combination (together, the "Quantified Financial Benefits
Statement").
As identified in paragraph 14 of this Announcement, finalisation of the
synergies and integration plan will be subject to engagement with Assura and
appropriate stakeholders, including employee representative bodies and unions.
A copy of the Quantified Financial Benefits Statement is set out below:
The PHP Directors, having reviewed and analysed the potential synergies of the
Combination, based on their knowledge of Assura's business and expertise in
the management of primary healthcare premises in the UK and Ireland, and
taking into account the factors they can influence, believe that the
Combination can generate annual run-rate pre-tax cash cost synergies of
approximately £9 million from the end of the first twelve months
post-Completion. The potential sources of quantified synergies are expected to
include:
· approximately 60 per cent. derived from the reduction of
overlapping roles in a number of board, senior management, operational,
administrative and support functions;
· approximately 20 per cent. derived by applying PHP's asset and
property management service expertise to improve efficiency and leverage
economies of scale; and
· approximately 20 per cent. derived from the rationalisation of
duplicated listing costs, external administrative costs covering office costs,
IT and external professional and adviser expenses.
It is expected that the realisation of the potential quantified synergies will
result in one-off integration cash costs of approximately £5 million (in
aggregate) and all of these are expected to be incurred in the first twelve
months post-Completion. Aside from these one-off integration costs, no
material dis-synergies are expected in connection with the Combination.
The identified synergies will accrue as a direct result of the Combination and
would not be achieved on a standalone basis.
Further information on the bases of belief supporting the Quantified Financial
Benefits Statement, including the principal assumptions and sources of
information, is set out below.
These statements of estimated cost savings and identified synergies relate to
future actions and circumstances which, by their nature, involve risks,
uncertainties and contingencies. As a result, the estimated cost savings and
identified synergies referred to may not be achieved, may be achieved later or
sooner than estimated, or those achieved could be materially different from
those estimated. For the purposes of Rule 28 of the Takeover Code, the
statements of estimated cost savings and synergies contained in this
Announcement are solely the responsibility of PHP and the PHP Directors.
These statements are not intended as a profit forecast and should not be
interpreted as such.
Bases of Belief
PHP and its advisers have sought to engage with Assura and its advisers to
receive specific diligence information on Assura to enable PHP to progress its
consideration of the Combination with Assura, and to formulate its strategic
plans after completion of the Combination. As at the date of this
Announcement, PHP has received a limited response to its specific diligence
requests.
Based on this information provided by Assura and publicly available on Assura.
PHP has made estimates and assumptions to aid its development of individual
synergy initiatives as well as estimate associated costs to achieve such
synergies. The assessment and quantification of the potential synergies have
also been informed by PHP's industry experience and knowledge of the existing
businesses, using relevant public information, benchmarks and key performance
indicators for the businesses. The assessment and quantification of the
potential synergies has also taken into account PHP's experience from previous
mergers, and delivery of related synergies, including from the MedicX Fund
Limited merger in 2019 that delivered 100% of the expected synergies.
In light of the above, the synergy assumptions have been risk adjusted,
exercising a degree of prudence in the calculation of the estimated synergy
benefits set out above.
In arriving at the Quantified Financial Benefits Statements, the PHP Directors
have assumed:
· no significant impact on the underlying operations, including
with respect to existing property leases and development projects, of either
business as a result of the Combination;
· no material acquisitions made by either business
· no change in the UK-REIT status of PHP and the Combined Group;
· no material changes on either PHP or Assura's respective
businesses as a result of legislative, regulatory or taxation matters;
· no material change to macroeconomic, political or legal
conditions in the markets or regions in which PHP and Assura operate that will
materially impact on the implementation of the proposed cost savings; and
· no material change in accounting standards applied by either
business.
The baselines used for the quantified cost synergies were PHP's property and
administrative costs for the financial year ended 31 December 2024 and the
total estimated addressable cost base of Assura for the financial year ended
31 March 2025 of approximately £21m. The estimated addressable cost base of
Assura is based on publicly available information together with certain
financial information received by PHP from Assura. The baselines and estimated
cost savings do not take in account the changes to National Insurance
Contributions enacted by the UK government In the 2024 Autumn Budget effective
from 6 April 2025.
Reports
As required by Rule 28.1(a) of the Takeover Code, PwC, as reporting
accountants to PHP, have provided a report stating that, in their opinion, the
Quantified Financial Benefits Statement has been properly compiled on the
basis stated. In addition Rothschild & Co and Deutsche Numis, as joint
financial advisers to PHP, have each provided a report stating that, in their
view, the Quantified Financial Benefits Statement has been prepared with due
care and consideration. Copies of these reports are included at Parts B and C
of this Appendix 3. Each of PwC, Rothschild & Co and Deutsche Numis has
given and not withdrawn its consent to the publication of its report in this
Announcement in the form and context in which it is included pursuant to Rule
23.2 of the Takeover Code.
Notes
These statements are not intended as a profit forecast and should not be
interpreted as such. These statements of estimated cost savings and synergies
relate to future actions and circumstances which, by their nature, involve
risks, uncertainties and contingencies. As a result, the cost savings and
synergies referred to may not be achieved, or may be achieved later or sooner
than estimated, or those achieved could be materially different from those
estimated. Neither the Quantified Financial Benefits Statement nor any other
statement in this Announcement should be construed as a profit forecast or
interpreted to mean that the Combined Group's earnings in the first full year
following implementation of the Combination, or in any subsequent period,
would necessarily match or be greater than or be less than those of PHP or
Assura for the relevant preceding financial period or any other period. Due to
the scale of the Combined Group, there may be additional changes to the
Combined Group's operations. As a result, and given the fact that the changes
relate to the future, the resulting cost savings may be materially greater or
less than those estimated.
PART B - REPORT FROM PwC
The Directors (the "Directors")
Primary Health Properties Plc ("PHP")
5th Floor Burdett House
15-16 Buckingham Street
London
WC2N 6DU
Numis Securities Limited ("Deutsche Numis")
45 Gresham St
London
EC2V 7BF
N.M. Rothschild & Sons Limited ("Rothschild & Co")
New Court
St Swithin's Lane
London
EC4N 8AL
(Deutsche Numis and Rothschild & Co together are the "Financial Advisers")
16 May 2025
Dear Ladies and Gentlemen
Report on Quantified Financial Benefits Statement by Primary Health Properties
Plc (the "Company")
We report on the quantified financial benefits statement (the "Statement") by
the Directors included in Part A of Appendix 3 the announcement dated 16 May
2025 (the "Announcement") to the effect that:
"The PHP Directors, having reviewed and analysed the potential synergies of
the Combination, based on their knowledge of Assura's business and expertise
in the management of primary healthcare premises in the UK and Ireland, and
taking into account the factors they can influence, believe that the
Combination can generate annual run-rate pre-tax cash cost synergies of
approximately £9 million from the end of the first twelve months
post-Completion. The potential sources of quantified synergies are expected to
include:
· approximately 60 per cent. derived from the reduction of
overlapping roles in a number of board, senior management, operational,
administrative and support functions;
· approximately 20 per cent. derived by applying PHP's asset and
property management service expertise to improve efficiency and leverage
economies of scale; and
· approximately 20 per cent. derived from the rationalisation of
duplicated listing costs, external administrative costs covering office costs,
IT and external professional and adviser expenses.
It is expected that the realisation of the potential quantified synergies will
result in one-off integration cash costs of approximately £5 million (in
aggregate) and all of these are expected to be incurred in the first twelve
months post-Completion. Aside from these one-off integration costs, no
material dis-synergies are expected in connection with the Combination. The
identified synergies will accrue as a direct result of the Combination and
would not be achieved on a standalone basis.
This report is required by Rule 28.1(a)(i) of the City Code on Takeovers and
Mergers (the "Takeover Code") and is given for the purpose of complying with
that requirement and for no other purpose.
Opinion
In our opinion, the Statement has been properly compiled on the basis stated.
The Statement has been made in the context of the disclosures in Part A of
Appendix 3 of the Announcement setting out the basis of the Directors' belief
(including the principal assumptions and sources of information) supporting
the Statement and their analysis and explanation of the underlying constituent
elements.
Responsibilities
It is the responsibility of the Directors to prepare the Statement in
accordance with the requirements of Rule 28 of the Takeover Code.
It is our responsibility to form our opinion, as required by Rule 28.1(a)(i)
of the Takeover Code, as to whether the Statement has been properly compiled
on the basis stated and to report that opinion to you.
Save for any responsibility which we may have to those persons to whom this
report is expressly addressed or to the shareholders of the Company as a
result of the inclusion of this report in the Announcement, and for any
responsibility arising under Rule 28.1(a)(i) of the Takeover Code to any
person as and to the extent therein provided, to the fullest extent permitted
by law we do not assume any responsibility and will not accept any liability
to any other person for any loss suffered by any such other person as a result
of, arising out of, or in connection with this report or our statement,
required by and given solely for the purposes of complying with Rule 23.2 of
the Takeover Code, consenting to its inclusion in the Announcement.
Basis of preparation of the Statement
The Statement has been prepared on the basis stated in Part A of Appendix 3 to
the Announcement.
Basis of opinion
We conducted our work in accordance with the Standards for Investment
Reporting issued by the Financial Reporting Council ("FRC") in the United
Kingdom. We are independent in accordance with the Revised Ethical Standard
2024 issued by the FRC as applied to Investment Circular Reporting
Engagements, and we have fulfilled our other ethical responsibilities in
accordance with these requirements.
We have discussed the Statement, together with the underlying plans (relevant
bases of belief/including sources of information and assumptions), with the
Directors and the Financial Advisers. Our work did not involve any independent
examination of any of the financial or other information underlying the
Statement.
We planned and performed our work so as to obtain the information and
explanations we considered necessary in order to provide us with reasonable
assurance that the Statement has been properly compiled on the basis stated.
We do not express any opinion as to the achievability of the benefits
identified by the Directors in the Statement.
Since the Statement and the assumptions on which it is based relate to the
future and may therefore be affected by unforeseen events, we express no
opinion as to whether the actual benefits achieved will correspond to those
anticipated in the Statement and the differences may be material.
Yours faithfully
PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP is a limited liability partnership registered in
England with registered number OC303525. The registered office of
PricewaterhouseCoopers LLP is 1 Embankment Place, London WC2N 6RH.
PricewaterhouseCoopers LLP is authorised and regulated by the Financial
Conduct Authority for designated investment business.
PART C - REPORT FROM ROTHCHILD & CO AND DEUTSCHE NUMIS
The Directors
Primary Health Properties Plc
5(th) Floor, Burdett House
15-16 Buckingham Street
London, United Kingdom
WC2N 6DU
16 May 2025
Dear Sirs/Mesdames
Report on Quantified Financial Benefits Statement in relation to the firm
intention to make an offer for Assura Plc ("Assura") by Primary Health
Properties Plc ("PHP")
We refer to the Quantified Financial Benefits Statement, the bases of belief
thereof and the notes thereto (together, the "Statement") as set out in Part A
of Appendix 3 to this Announcement, for which the Board of PHP (the "PHP
Directors") is solely responsible under Rule 28 of the City Code on Takeovers
and Mergers (the "Code").
We have discussed the Statement (including the assumptions, bases of
calculation and sources of information referred to therein), with the PHP
Directors and those officers and employees of PHP Group (as defined in this
Announcement) who developed the underlying plans, as well as with PwC. The
Statement is subject to uncertainty as described in this Announcement and our
work did not involve an independent examination of any of the financial or
other information underlying the Statement.
We have relied upon the accuracy and completeness of all the financial and
other information provided to us by, or on behalf of, PHP, or otherwise
discussed with or reviewed by us, and we have assumed such accuracy and
completeness for the purposes of providing this letter.
We do not express any opinion as to the achievability of the quantified
financial benefits identified by the PHP Directors.
We have also reviewed the work carried out by PwC and have discussed with them
the opinion set out in Part B of Appendix 3 to this Announcement addressed to
yourselves and ourselves on this matter.
This letter is provided to you solely in connection with Rule 28.1(a)(ii) of
the Code and for no other purpose. We accept no responsibility to PHP, Assura
or their shareholders or any person other than the PHP Directors in respect of
the contents of this letter. We are acting as joint financial advisers to PHP
and no one else in connection with the Combination and it was for the purpose
of complying with Rule 28.1(a)(ii) of the Code that PHP requested us to
prepare this report on the Statement. No person other than the PHP Directors
can rely on the contents of this letter, and to the fullest extent permitted
by law, we exclude all liability (whether in contract, tort or otherwise) to
any other person, in respect of this letter, its results, or the work
undertaken in connection with this letter, or any of the results that can be
derived from this letter or any written or oral information provided in
connection with this letter, and any such liability is expressly disclaimed
except to the extent that such liability cannot be excluded by law.
On the basis of the foregoing, we consider that the Statement, for which you
as the PHP Directors are solely responsible, has been prepared with due care
and consideration.
Yours faithfully,
N.M. Rothschild & Sons Limited
Numis Securities Limited
Appendix 4
Valuation Reports
· Avison Young Valuation Report
· CBRE Valuation Report
· Knight Frank Valuation Report
Portfolio Valuation Report
Prepared for Primary Healthcare Properties
7 May 2025
11 York Street
Manchester
M2 2AW, United Kingdom
T: +44 161 228 1001
avisonyoung.com
Our ref: AR42
7 May 2025
Primary Health Properties Plc
5(th) Floor, Burdett House
15-16 Buckingham Street
London
WC2N 6DU
N.M. Rothschild & Sons Limited ("Rothschild & Co")
New Court,
St Swithin's Lane
London
EC4N 8AL
Numis Securities Limited ("Deutsche Numis")
45 Gresham St,
London
EC2V 7BF
For the attention of: Liam Cleary
Dear Sirs
Project Arctic: Valuation of 251 assets - Primary Health Properties Plc ("the Company")
In accordance with your instructions, we have pleasure in submitting our
valuation report in respect of the 251 freehold, heritable, and long leasehold
properties included within the above portfolio. The valuation advice has
been prepared in accordance with our terms of engagement dated 6 May 2025.
The Valuation relates to the schedule of properties set out at Appendix 1
("The Schedule") The properties are all located within the UK and are held for
investment purposes. All valuations are reported exclusive of VAT at the
current rate. We draw your attention to our accompanying report, the
Definitions and Reservations for Valuations at Appendix 2 to which our advice
is subject and to the Terms of Engagement agreed between us.
This valuation report has been prepared in accordance with : (i) Royal
Institution of Chartered Surveyors (RICS) Valuation - Global Standards
effective from 31 January 2025, the RICS Red Book and (ii) Rule 29 of the City
Code on Takeovers and Mergers (the "Code") (iii) section III.1 paragraphs
128-130 of the Financial Conduct Authority ("FCA") Primary Market Technical
Note 619.1; (iv) Rule 5.4.5G of the UK Prospectus Regulation Rules published
by the FCA; and (v) the UK Listing Rules. It is intended to support the
Company in connection with the announcement of a firm offer for Assura Plc
pursuant to Rule 2.7 of the Code (the 'Announcement') and the related combined
circular and prospectus to be published by the Company (as a result of which
new ordinary shares of the Company will be admitted to the Equity Shares
(Commercial Companies) category of the Official List and to trading on the
London Stock Exchange's Main Market (the 'Combined Circular and Prospectus')
and the related offer document to be published by the Company (the 'Offer
Document'). The valuation relates to the following schedule of properties
set out below ('The Schedule'). The properties are all located throughout
the UK and held for investment purposes.
Yours sincerely
Amanda Roddy MRICS Frank Convery BSc MRICS
Director, Health
Principal, Health
Amanda.roddy@avisonyoung.com (mailto:Amanda.roddy@avisonyoung.com) Frank.convery@avisonyoung.com (mailto:Frank.convery@avisonyoung.com)
07798 647711
0117 988 5255
For and on behalf of
For and on behalf of
Avison Young (UK) Limited
Avison Young (UK) Limited
Contents
1. Executive
Summary.........................................................................................................
2
2.
Instructions........................................................................................................................
2
3. Assumptions and
Caveats.................................................................................................
6
4. Market
Overview...............................................................................................................
8
5.
Valuation............................................................................................................................
9
Appendices
Appendix 1 (l) (l) (l) Schedule of Properties (l)
Appendix 2 (l) (l) (l) Definitions and Reservations for Valuations
(l)
1. Executive Summary
The portfolio comprises 251 primary care assets located in England, Scotland
and Wales. There are 206 Properties held on a Freehold/Heritable basis and 45
which are held on a Leasehold basis.
The portfolio mainly comprises standalone, purpose built medical centres,
varying in age and specification. Tenure is a mix of Freehold, Heritable and
Long Leasehold. The portfolio is split into 241 standing investments, 7
sites and 3 residential dwellings. Most of the surgery assets have been
purpose built over the last 20 years, with refurbishments undertaken to a
number of those of an older, converted nature to ensure they remain fit for
purpose. The assets are mostly located in high dependency areas with robust
patient list sizes, close to local amenities and the patient population.
The majority of the assets are let to GP practices contracted to the NHS, who
benefit from full rent reimbursement from the NHS throughout the term of their
lease. Other lettings are to NHS PS, local Trusts and pharmacy operators
with a small number of lettings to private operators, complementary to the
healthcare provision. In our opinion the market would view the covenant
strength across the portfolio as excellent.
The assets are mostly held on three different types of lease that are
prevalent in the NHS, including full repairing and insuring (FRI), tenant
internal repairing (TIR) and internal repairing and insuring (IRI). The
portfolio comprises a mix of open market review and RPI/fixed uplifts.
Summary of Values
Subject to the foregoing we assess that the aggregate Market Value of the
various interests as at 31 December 2024 (the Date of Valuation) to be in the
order of:
£1,171,515,000
(One Billion One Hundred and Seventy One Million Five Hundred and Fifteen
Thousand Pounds)
2. Instructions
Basis of Valuation
As at the Valuation Date of 31 December 2024 the properties were valued in
accordance with the RICS Valuation - Global Standards effective from 31
January 2022 and on the following basis:
· Fair Value - as defined in the RICS Valuation - Global Standards
on the basis of IFRS 13.
'The price that would be received to sell an asset, or paid to transfer a
liability, in an orderly transaction between market participants at the
measurement date.' (This definition derives from International Financial
Reporting Standards IFRS 13.)'
The Valuation Report as at 7 May 2025 has been prepared in accordance with the
RICS Valuation - Global Standards effective from 31 January 2025 and on the
following basis:
· Market Value - as defined in the RICS Valuation - Global
Standards .
'The estimated amount for which an asset or liability should exchange on the
valuation date between a willing buyer and a willing seller in an arm's length
transaction after proper marketing and where the parties had each acted
knowledgeably, prudently and without compulsion'
We have made no variation from standard assumptions unless stated in the
Assumptions and Caveats set out below.
The Valuation is compliant with Rule 29 of the Code, the FCA's Prospectus
Regulation Rules and Listing Rules and this valuation report is prepared in
accordance with Rule 29, the FCA's Prospectus Regulation Rules (including
section III.1 paragraphs 128 to 130 of the FCA's Primary Market Technical Note
619.1 and the UK Listing Rules.
This valuation report is also compliant with Section III.1 paragraphs 128 to
130 of the FCA's Primary Market Technical Note 619.1.
Status of Valuer
The preparation of the valuation report has been undertaken by Amanda Roddy MRICS, Director and countersigned by Frank Convery MRICS, Principal in the Health Department, both RICS Registered Valuers.
We confirm that the aforementioned individuals have sufficient local and national knowledge of the particular market and the skills and understanding to undertake the valuation competently and that we have sufficient current knowledge of the particular market(s) and the necessary skills and understanding to undertake the valuation in accordance with Rule 29 of the Code, Rule 5.4.5G of the Prospectus Regulation Rules, Section III.1 paragraphs 128 to 130 of the FCA's Primary Market Technical Note 619.1 and the UK Listing Rules.
Purpose of Valuation
This valuation report has been prepared in accordance with Rule 29 of the
Code. It is intended to support the Company in connection with the
Announcement and the Combined Circular and Prospectus and the Offer
Document. The valuation relates to the schedule of properties set out at
Appendix 1. The properties are all located throughout the UK and held for
investment purposes.
Conflict of Interest
In assessing any potential conflicts, we have adhered to the RICS Professional
Statement - Conflicts of Interest, (1st Edition March 2017) and the RICS Rules
of Conduct.
We are required by RICS regulations to disclose the following:
· Avison Young are the incumbent valuers for the above portfolio
and provide bi-annual valuations to the Company. We also have a fee earning
relationship in respect of undertaking lease rent reviews for a number of the
properties.
· in our last financial year (ending 31 December 2024) the
proportion of the total fees, payable by Primary Health Properties, to the
total fee income of Avison Young was less than 5%.
We confirm that we do not have any material interest in the Company, Assura
Plc or the Properties.
As far as we are aware, we have no conflict of interest preventing us from
providing an independent valuation of the Properties in accordance with the
Red Book. We confirm we are acting as an "external valuer" as defined in the
Red Book.
Professional Indemnity
This is set out in the section entitled "General Terms of Appointment - Clause
4: Limitation of Liability" within our standard terms of appointment, appended
to our letter of engagement dated 6 May 2025.
Compliance with RICS Valuation Standards
Avison Young confirms that the Valuation as at the Valuation Date of 31
December 2024 has been prepared in accordance with the RICS Valuation - Global
Standards effective from 31 January 2022, the RICS Red Book. This report is
undertaken by reference to the Valuation of 31 December 2024 and is compliant
with RICS Valuation - Global Standards effective from 31 January 2025.
There are no departures unless identified above.
Subject of Valuation
The properties to be valued are identified on the attached schedule as
detailed in Appendix 1.
Interest to be Valued
It is assumed, unless otherwise notified, that the properties are either held
Freehold, Heritable or Long Leasehold.
Classification of Properties
We understand that all properties are classified by the Company as being held
as an investment.
Date of Valuation
31 December 2024
Date of Report
7 May 2025
General Comments
We confirm that we meet the requirements as to competence and the definitions
of an External Valuer within the RICS Valuation - Global Standards effective
from 31 January 2025, (the RICS Red Book).
Responsibility
For the purposes of Prospectus Regulation Rule 5.3.2R(2)(f) and the Code, we
are responsible for this valuation report and accept responsibility for the
information contained in this valuation report and confirm that to the best of
our knowledge the information contained in this valuation report is in
accordance with the facts and this valuation report makes no omission likely
to affect its import. This valuation report complies with Rule 29 of the Code,
Rule 5.4.5G of the Prospectus Regulation Rules, section III.1 paragraphs 128
to 130 of the FCA's Primary Market Technical Note 619.1 and the UK Listing
Rules.
Save for any responsibility arising under the Code and Prospectus Regulation
Rule 5.3.2R(2)(f) to any person as and to the extent there provided, to the
fullest extent permitted by law we do not assume any responsibility and will
not accept any liability to any other person for any loss suffered by any such
other person as a result of, arising out of, or in accordance with this
valuation report or our statement, required by and given solely for the
purposes of complying with Annex 3 item 1.3 of the Prospectus Regulation
forming part of the UK's EU Retained Law.
Confidentiality
In accordance with the recommendations of the RICS, this valuation report is
provided solely for the purpose stated in this valuation report. It is
confidential to and save as set out in the paragraph titled 'Responsibility'
above, the contents of this valuation report are for the use only of the
Addressees. Any other such parties rely upon this valuation report at their
own risk. Neither the whole nor any part of this valuation report or any
reference to it may be included now, or at any time in the future, in any
published document, circular or statement, nor published, referred to or used
in any way without our written approval of the form and context in which it
may appear.
We understand that the valuation report is for inclusion in the Announcement,
the Combined Circular and Prospectus and the Offer Document and any further
documents or announcements to be published by the Company and/or Assura Plc in
accordance with the Transaction. We consent to the publication and
reproduction of the valuation report as required subject to the provisions of
our Terms of Engagement.
Reliance
This Report is addressed to and capable of being relied upon by:
(i) The Company; and
(ii) Rothschild & Co; and
(iii) Deutsche Numis
(together, the 'Addressees') provided that, in relying on this report, each of
the Addressees acknowledges and agrees that:
(i) This report refers to the position as at the date it was
originally issued and, unless otherwise confirmed by us in writing, we have
taken no action to review or update this valuation report since the date it
was originally issued;
(ii) Our aggregate liability to any one or more or all of the
Addressees in respect of this valuation report shall be limited to the amount
as set out in our letter of engagement with the Company dated 6 May 2025; and
(iii) this valuation report is subject to the terms and
conditions set out in our letter of engagement with the Company dated 6 May
2025.
Notwithstanding the above, we acknowledge that this valuation report will also
be for the use of the shareholders of the Company and the shareholders of
Assura Plc for the specific purpose set out in this Valuation.
This valuation report is subject to the terms and conditions set out in our
Terms of Engagement dated 6 May 2025.
3. Assumptions and Caveats
Floor Areas
We have not undertaken any measured surveys of the assets contained within the
Portfolio but instead rely on the floor areas provided by the Company. We have
assumed that these are correct and have been measured in accordance with the
RICS 2nd Edition of Valuation of Medical Centre and Surgery Premises (GN60)
and subsequent updates.
Title
It has been assumed that the properties have a good and marketable title free
from any encumbrances or restrictions of an onerous nature, other than those
supplied to us.
The valuations are based on information provided to us as to tenure of each
property, leases granted, agreements and other information relevant to this
valuation. We have assumed that all of the covenants in the head leases have
been complied with and that there are neither disputes with the lessors nor
notices received from the lessors or lessees that would adversely affect the
valuations.
Town Planning and Highways
Where appropriate, enquiries were made of the relevant Town Planning and
Highways Authorities in respect of matters that may have a material effect on
value. No responsibility will be taken for the accuracy of the information
given. We have assumed that each of the properties has been constructed and
occupied or used within all the relevant consents and that there are no
outstanding statutory notices.
Enquiries
We assume that local searches, replies to enquiries, or any statutory notices
would not reveal any matters affecting value.
Date and Extent of Inspection
We have undertaken a sample inspection of the Portfolio and can confirm that
one third of the portfolio has been inspected within the last 18 months, with
the majority of the wider portfolio having been inspected on a rotating basis
over the past three years.
Repairs
We have not been instructed to undertake building surveys however where
independent reports have been supplied to us, they have been read. We are
unable to comment on the buildings' structural condition e.g. whether all
properties are free from structural fault, rot, infestation or defects of any
other nature or any inherent weaknesses due to the construction materials.
No tests have been carried out on the services within the properties.
Ground Conditions
We have not investigated the ground conditions. Our valuation assumes that,
subject to any comments related to environment issues below, the load bearing
qualities of each site are sufficient to support the building or buildings
constructed thereon or to be constructed on the site and that there are no
abnormal costs on foundations or services.
We are not qualified to give assurances on the ground conditions of the
individual sites and we would confirm that we have not undertaken any formal
enquiries to ascertain whether the properties are affected by mining or other
works. Furthermore, we have not undertaken any site stability enquiries,
investigation works or research. Accordingly, we have specifically assumed
for the purpose of this valuation and report that the properties are not
adversely affected in this regard, nor are they affected by subsidence, and
our valuation advice has made no allowance for the cost of any necessary
remedial works in this regard.
Services
We have assumed that all mains services are connected and available to the
subject properties. We have not undertaken any tests to ascertain the
condition or capacity of these services and have assumed for the purpose of
this valuation that all service connections are in good order.
Environmental Matters
Unless we have been provided with information to the contrary, we have assumed
that none of the properties are, or are likely to be, affected by land
contamination. Also, we have assumed that future development would not be
curtailed by the existing ground conditions. Should it be discovered at a
later date that a property, or an area in close proximity, is contaminated
then it is likely to have a negative effect on the value of that asset.
Deleterious or Hazardous Material
We have not arranged for any investigation to be carried out to determine
whether or not any deleterious or hazardous material have been used in the
construction of the properties or have since been incorporated. We are
therefore unable to report that the properties are free from risk in this
respect. For the purpose of this valuation, we have assumed that such
investigation would not disclose the presence of any such material to any
significant extent.
Joint Ventures
We understand that none of the properties are held in a Joint Venture. The
values contained in this report represent the Fair Value assuming full
ownership.
4. Market Overview
Economic & Property Market Overview
Global financial markets have been unsettled by the recent policies of the
White House, which are upending the previous world order on trade and
geopolitics. Gilt yields have been volatile for several months, although the
10-year gilt yield has hardened in the aftermath of the Chancellor's Spring
Statement on 26th March. CPI inflation stood at 2.8% in February, down from
3.0% in January, while core inflation (which excludes volatile items like fuel
and food) fell from 3.7% in January to 3.5% in February.
The consumer side of the economy is starting to benefit from positive real
terms pay growth and a lower Base Rate. However, sentiment remains nervous,
which is resulting in unpredictable trading conditions for consumer-facing
industries like retail and hospitality. The UK GDP and PMI figures show the
economy is in a slowdown and achieving just marginal growth. The consensus
forecast for annual GDP growth is currently 0.9% in 2025 and 1.2% in 2026. The
Bank of England's current forecast has inflation accelerating in the spring
and summer, but then decelerating later in the year. There have been some
recent encouraging data for the UK economy, such as the PMI and consumer
confidence figures. However, these tentative positive signs could quickly go
into reverse given the volatile state of the global economy.
Since Summer 2022, the UK property investment market has experienced a
downturn, although there have been signs of improvement in the last few
months. Commercial property investment markets are seeing performance vary
markedly from sector to sector, although in general sentiment is cautious.
Leasing markets have generally held up better than has been the case for
investment. The market is braced to discover what impact the US tariffs and
associated stock market volatility has on real estate. With interest rates
elevated by the standards of the last decade, investors are seeking higher
yields from property. The recent volatility for gilt yields means this will
remain the case in the short-term. However, as the Bank of England lowers the
Base Rate we believe property yields could start to fall again later in the
year, at least for prime assets. Prime assets are seeing demand and pricing
hold up best; particularly those buildings with strong sustainability
accreditations, which are fast becoming a fundamental requirement for
investors and occupiers.
Primary Care Market Commentary
The primary care sector has always performed well against mainstream
commercial property and remains a desirable asset class due to the security of
government backed income and crucial role in providing long term, sustainable
healthcare infrastructure. Since the government mini-budget in 2022 and
subsequent cost of capital, we have witnessed a sustained period of lower
investment activity, with transactions producing evidence of outward yield
expansion. The Bank of England in February reduced the base rate to 4.5%,
although rates are still at their highest since 2008. Inflation remains
above its 2% target and as a result we envisage further reduction of interest
rates being gradual. We feel that widespread activity is likely to be slow
in the market until there is more certainty over monetary policy and the
impact we will see as a result of new government budgetary changes. The
fundamental characteristics of primary care assets remain unchanged however,
with quasi-government backed income, long leases and low void risks. ESG and
social impact are an increasingly important consideration for many of the
larger institutional funds, who are strongly aligned to these attributes.
Transactional activity has increased over the past twelve months, although
there remains a disparity between buyer and seller aspirations and the start
of 2025 has been relatively slow. We remain cautious in our views towards
yield but are confident that primary care remains a stable and attractive
asset class for many.
5. Valuation
In arriving at our various valuations we have considered the following;-
Market Value
We have adopted a valuation methodology using a traditional rent/yield
approach to assess the Market Value of the investments held within this
portfolio. This is an established approach within the industry.
In the main, we have adopted a net initial yield approach to the standing
investments and in some instances, where appropriate, we have applied a term
and reversion and hardcore approach, depending on the lease structure and the
length of the unexpired term and the over/under/market rented nature of the
individual assets. We have applied yields to the contracted rents with
appropriate adjustments to reflect the repairing assumptions of the individual
lease types. A standard 5% deduction for Tenant Internal Repairing leases
where the tenant is not recharged insurance (TIR) has been applied in the
relevant cases and 4.00% - 3.50% deduction in respect of internal repairing
and insuring leases.
In all cases we have valued the assets on a case by case basis, with
adjustments made based on factors such as quality, age and prospects for
rental growth and lease renewals. The market evidence and conditions set out
above have been instrumental in our application of yield.
We are of the opinion that the aggregate valuation of the Properties in the
Portfolio, as at 31 December 2024 is: -
£1,171,515,000
(One Billion One Hundred and Seventy One Million Five Hundred and Fifteen
Thousand Pounds)
The table below shows the aggregate values separated for Freehold/Heritable
properties and those held on Long Leasehold. There are no negative values to
report.
Tenure Number of properties Aggregate Value
Freehold/Heritable 208 £913,760,000 (Nine Hundred and Thirteen Million, Seven Hundred and Sixty
Thousand Pounds)
Long Leasehold 43 £257,755,000 (Two Hundred and Fifty Seven Million, Seven Hundred and Fifty
Five Thousand Pounds)
Our valuations are exclusive of VAT.
We set out within Appendix 1, the Schedule of Properties included in the
Valuation.
We confirm that we are not aware of any material changes in any matter
relating to the assets held in the portfolio since the Valuation Date, having
made due and careful enquiries of the Company, which have occurred and which
would materially affect our Valuation reported on the Valuation Date compared
to the date of this valuation report. Nor do we believe that market
conditions have changed sufficiently to materially alter the Valuation
reported as at the Valuation Date. As a result, we confirm that the valuation
as at the date of the document in which this valuation report is included
would not be materially different from the Valuation as at the Valuation Date.
Appendix 1
Schedule of Properties
1 Hoxton Freehold January 2022
2 Battersea - Falcon Freehold December 2022
3 Willesden Freehold June 2024
4 Birmingham - Maypole Freehold March 2024
5 Droitwich Freehold December 2023
6 Baldock Freehold June 2024
7 Birmingham - Sherwood Freehold March 2023
8 Eastleigh - Stokewood Freehold August 2021
9 Bolton - Lever Chambers Freehold October 2024
10 Wakefield - Trinity Freehold December 2022
11 Bourne - Hereward Freehold May 2024
12 Southampton - Hazeleigh Freehold January 2025
13 Woolston House,49,Hazeleigh Avenue,Woolston Freehold January 2025
14 Bicester - Montgomery Freehold March 2023
15 Toddington Freehold November 2022
16 New Milton Freehold August 2021
17 Walsall - St Johns Freehold December 2023
18 Auchtermuchty Freehold December 2023
19 Aylesbury Long Leasehold February 2023
20 Stotfold Freehold July 2024
21 West Timperley Freehold February 2022
22 Birmingham - Eaton Freehold December 2023
23 Tibshelf Freehold July 2023
24 Tibshelf House,5,Waverley Street, Tibshelf Freehold July 2023
25 Islington - Killick Freehold June 2024
26 Islington - Ritchie Long Leasehold May 2024
27 Hucknall Freehold Augst 2023
28 Ringwood - Cornerways Freehold February 2022
29 Smethwick Freehold March 2023
30 Site at Cape Hill,Smethwick, Birmingham Freehold March 2023
31 Hull - South Cave Freehold April 2025
32 Site at South Cave, South Cave Freehold August 2021
33 Willenhall - Gomer St Freehold August 2024
34 Site at Croft Street, Willenhall Freehold August 2024
35 Bicester - Victoria Freehold March 2023
36 Farringdon Freehold January 2022
37 Willenhall - Sina Freehold August 2024
38 Dundee - Arthurstone Freehold December 2023
39 Newbury Freehold May 2022
40 Stretford Freehold October 2024
41 Cardiff - Penarth Freehold May 2024
42 Yeovil Freehold May 2024
43 Send Long Leasehold May 2023
44 Skegness Freehold August 2023
45 Nottingham Freehold May 2024
46 Boston - Greyfriars Freehold March 2022
47 Islington - Amwell Long Leasehold May 2024
48 Lenton Freehold August 2021
49 Oldbury Freehold August 2024
50 Cardiff - Four Elms Freehold March 2022
51 Gatley Long Leasehold May 2024
52 Winchcombe Freehold December 2023
53 Gosport Freehold June 2023
54 Dalkeith Freehold December 2023
55 Kettering - Burton Latimer Freehold March 2025
56 Walsall - Bentley Freehold December 2023
57 Llandudno Freehold August 2022
58 Southwell Freehold June 2023
59 Tidworth Freehold May 2024
60 Luton - Blenhiem Freehold June 2024
61 Newark - Bilsthorpe Freehold August 2021
62 Stockton on Tees - Alma Freehold December 2022
63 Cardiff - Birchgrove Freehold May 2024
64 Cannock Freehold August 2024
65 Haddenham Freehold September 2024
66 Stafford - Wolverhampton Rd Long Leasehold August 2024
67 Broxbourne Freehold July 2024
68 Kirton Freehold February 2024
69 Hamble-le-Rice Freehold June 2023
70 Mawsley Freehold August 2021
71 Luton - Churchfield Long Leasehold June 2024
72 St Helens - Rainbow Long Leasehold August 2021
73 Didsbury Freehold October 2024
74 Chesterfield Freehold December 2022
75 Hythe Long Leasehold May 2024
76 Wombwell Freehold June 2024
77 Sheerness - St George's Freehold April 2021
78 Brixton Freehold December 2022
79 Hoddesdon Long Leasehold June 2024
80 Milton Keynes - Central Freehold November 2022
81 Norwich - St Stephens Long Leasehold September 2022
82 Wednesbury Freehold August 2024
83 Dorchester - Poundbury Long Leasehold August 2024
84 Kippax Freehold May 2024
85 Hebburn Freehold August 2021
86 Huddersfield - Waterloo Freehold October 2023
87 Sutton - Robin Hood Lane Freehold February 2025
88 Northwich Freehold June 2022
89 Loudwater Long Leasehold August 2021
90 Lossiemouth Long Leasehold August 2021
91 Kettering - Prospect House Freehold March 2025
92 Swansea - Strawberry Place Freehold May 2024
93 Cullompton Freehold December 2023
94 Belper Freehold December 2022
95 Coalville Freehold December 2022
96 Sale - Firs Way Freehold October 2024
97 Port Talbot Freehold May 2024
98 Chafford Freehold July 2024
99 Edinburgh - Restalrig Freehold December 2023
100 Wingate Freehold December 2022
101 Kings Lynn Freehold August 2023
102 Burnley Long Leasehold March 2022
103 Kesgrave Long Leasehold December 2022
104 Chalford Freehold May 2024
105 Lydney Freehold May 2024
106 Hinckley Freehold February 2024
107 Hornchurch Freehold July 2023
108 Site at Hornchurch, Hornchurch Freehold July 2023
109 Consett Freehold December 2022
110 Site at Consett Freehold December 2022
111 Darlington Freehold December 2022
112 Hornsea Freehold May 2024
113 Leigh Freehold May 2022
114 Lanark Freehold December 2023
115 Sheffield - Sloan Long Leasehold June 2023
116 Treharris Freehold March 2022
117 Connahs Quay - Resource Centre Freehold August 2021
118 Eastbourne - Hampden Freehold March 2022
119 Farnborough Freehold Awaiting inspection
120 Mitcham - Figges Long Leasehold December 2022
121 Bognor Regis - Maywood Long Leasehold May 2023
122 Basingstoke - Beggarwood Freehold December 2023
123 Southwick Long Leasehold May 2022
124 Castleford Freehold May 2024
125 Cowbridge Freehold August 2021
126 Blackpool - Newton Drive Long Leasehold August 2023
127 Newark - Lombard Freehold October 2023
128 Grimsby - Weelsby Freehold May 2024
129 Connahs Quay - Pharmacy Long Leasehold August 2021
130 Watton Freehold February 2024
131 Caerphilly Freehold May 2024
132 Luton - Kingsway Freehold June 2024
133 Pelton Freehold August 2021
134 Rotherham Freehold May 2024
135 Old Arley Freehold June 2024
136 Clydach Long Leasehold May 2024
137 Fort William Freehold Awaiting inspection
138 Fort William site, Fort William Freehold Awaiting inspection
139 Glasgow - Rutland Long Leasehold December 2023
140 Heckmondwike Freehold October 2023
141 Mold Freehold Awaiting inspection
142 Rhyl Freehold February 2024
143 Rhyl houses,8 and10,West Kinmel street,Rhyl,LL18 Freehold February 2024
144 Ripponden Freehold October 2023
145 Shipley Freehold March 2024
146 Bradford - Girlington Freehold December 2022
147 Poole Freehold August 2024
148 Bromley By Bow Long Leasehold August 2023
149 Basingstoke - Shakespeare Long Leasehold December 2023
150 Dover Freehold January 2017
151 Hounslow - Bath Rd Freehold June 2024
152 Melksham Freehold August 2024
153 Portsmouth Long Leasehold May 2023
154 Speke Freehold October 2024
155 Swaffham - Manor Farm Freehold July 2024
156 Paisley - North Croft Freehold January 2017
157 Ewell Long Leasehold May 2023
158 Haywards Heath - Vale Long Leasehold January 2017
159 Newton Abbot - Albany Freehold December 2023
160 Appleby Freehold February 2024
161 Aspatria Freehold February 2024
162 Brighton - Preston Rd Freehold January 2018
163 Bromborough Freehold October 2022
164 Bunbury Freehold May 2022
165 Crieff Freehold December 2023
166 Edzell Freehold December 2023
167 Greenock Freehold February 2024
168 Greasby Freehold October 2022
169 Gretna Freehold December 2023
170 Heaton Freehold Awaiting inspection
171 Holt Long Leasehold February 2024
172 Hull - Wolseley Freehold October 2023
173 Hull - New Hall Freehold October 2023
174 Montrose Freehold December 2023
175 Nairn Freehold Awaiting inspection
176 New Tredegar Freehold February 2024
177 Newport on Tay Freehold December 2023
178 Northallerton Freehold December 2022
179 Norton Freehold December 2022
180 Old Hill Freehold August 2024
181 Pollokshaws Freehold December 2023
182 Ponteland Freehold February 2024
183 St Helens - Fingerpost Freehold October 2024
184 Swindon - Taw Hill Freehold May 2024
185 Temple Sowerby Freehold Awaiting inspection
186 Coventry - Tile Hill Long Leasehold February 2024
187 Throckley Long Leasehold February 2024
188 Tunstall Freehold August 2024
189 Wallasey - Victoria Freehold October 2024
190 Wallasey - St George's Freehold July 2022
191 Wavertree Freehold October 2024
192 Wooler Freehold February 2024
193 Birkenhead - St Cath's Long Leasehold October 2024
194 Aspley - Melbourne Freehold May 2021
195 Chard Freehold Awaiting inspection
196 Worcester Freehold June 2024
197 Newton Abbot - Retail Freehold December 2023
198 Stourbridge - Lion Freehold June 2024
199 Bradford - Farrow Freehold December 2022
200 South Petherton Freehold Awaiting inspection
201 West Timperley Freehold February 2022
202 Chester - Fountains Long Leasehold November 2024
203 Mansfield - Crown Freehold August 2023
204 Wrexham - Caia Park Long Leasehold Awaiting inspection
205 Croxteth Freehold January 2024
206 Bingham Freehold October 2023
207 Salisbury - Barcroft Freehold May 2024
208 Brighton - Park Crescent Freehold January 2018
209 Chelmsford Freehold July 2024
210 Crouch End Long Leasehold March 2023
211 Deal Freehold January 2017
212 Earlsfield Freehold May 2023
213 Gateshead - Beacon View Freehold October 2023
214 Ilford Freehold July 2023
215 Weston Super Mare Freehold Sept 2023
216 Gateshead - Fell Tower Freehold June 2023
217 Mill Hill Long Leasehold March 2023
218 Mitcham - Haslemere Ave Freehold December 2022
219 Southport Freehold August 2023
220 Stowmarket Freehold November 2022
221 Uxbridge Freehold December 2023
222 Walthamstow - Firs Freehold March 2023
223 Whetstone Freehold March 2023
224 Widdrington Freehold June 2023
225 Macclesfield - Offices Freehold August 2023
226 Wrexham - Hope Freehold Awaiting inspection
227 Ipswich Freehold November 2022
228 Colwyn Bay Freehold Awaiting inspection
229 Crewkerne Freehold Awaiting inspection
230 Hemel Hempstead Long Leasehold July 2024
231 Aberdeen - Pitmedden Freehold August 2021
232 Aberdeen - Cove Bay Freehold August 2021
233 Middlesbrough - Low Grange Freehold August 2021
234 Land adj Low Grange Health Village, Normanby Road, Middlesborough Freehold August 2021
235 Chelmsley Wood Freehold August 2024
236 Ashington - Maple Freehold February 2024
237 Leeds - Oakwood Freehold February 2024
238 Felixstowe - Howard Freehold August 2023
239 Huddersfield - Fartown Freehold August 2023
240 Lenham Freehold January 2018
241 Long Stratton Freehold January 2018
242 Long Sutton Freehold August 2023
243 Sutton Bridge Freehold August 2023
244 Halifax - Woodside Freehold August 2023
245 Littleport Long Leasehold September 2023
246 Snodland Long Leasehold March 2020
247 Liverpool - West Derby Freehold August 2023
248 Bury - Townside Long Leasehold January 2023
249 Bishop's Stortford Long Leasehold July 2024
250 Hadfield - Lambsgate Freehold October 2024
251 Weston Super Mare-Nuffield Long Leasehold September 2023
Appendix 2
Definitions and Reservations for Valuations
a) Since 1st April 2018, MEES have made it unlawful for Landlords to grant a
new lease for non-domestic/commercial properties that have an EPC rating below
an E
b) Since 1st April 2023, MEES will prevent Landlords from continuing to let
such properties with an F or G EPC rating where a valid EPC (valid for 10
years) exists
c) The government has confirmed that the future trajectory for MEES is to
set a minimum 'B' rating by 2030. This will capture c. 85% of the existing
non-domestic stock in England and Wales
d) An interim minimum 'C' target in 2027 is under consultation to ensure
that building owners do not delay the improvement of a building's EPC rating
to 2030.
e) Exemptions apply which include a cost effectiveness test based on a
seven-year payback calculation, refusal of grant of consents (not to be
unreasonably withheld), or the measures installed to improve the EPC would
reduce the value (capital or rental) of the property by 5%.
Compliance with the MEES regulations is the
responsibility of landlords. In relation to long leasehold properties, the
party creating or renewing an occupational lease is responsible. In most of
these cases MEES will be the responsibility of the long leaseholder. Any new
leases created which are between 6 months and 99 years will need to comply.
Leases shorter than 6 months or longer than 99 years are out of scope, as are
licenses.
Unless stated to the contrary, our valuation assumes that the property has an
EPC if required and that the Certificate will be maintained as required.
Services
It is assumed that the services and any associated controls or software, are
in working order and free from defect.
Composite Panels and Insurance
We will not test any panels within the property to see whether there are any
polystyrene insulated composite panels. The presence of such panels may result
in the property being uninsurable, which would have an adverse impact on
value.
Defective Premises Act 1972
Obligations or liabilities or any rights thereunder, whether prospective or
accrued, are not reflected in valuations unless actually specified.
DEFINITIONS AND RESERVATIONS
Definitions and Reservations for Valuations
EWS1 Forms
Avison Young is not responsible for verifying the accuracy of any information
contained within an EWS1 form provided to it for the purposes of Avison Young
completing its Services. Avison Young shall be entitled to rely on the
information contained within the EWS1 form as if it were true and accurate in
all material respects. If the Client discovers that the information contained
within the EWS1 form is inaccurate in any material way, the Client shall bring
this to Avison Young's attention promptly so that the parties can discuss the
impact it may have on the Services Avison Young has provided. Avison Young
shall not be liable for any loss or damage or costs suffered or incurred by
the Client arising either from the information contained within an 'EWS1' form
or from Avison Young's reliance on it. For the avoidance of doubt Avison Young
are not qualified to produce or complete EWS1 forms and under no circumstances
shall we do so. EWS1 forms can only be completed by certain qualified
practitioners.
Accessibility
From 1 October 2010, the Equality Act 2010 replaced previous
anti-discrimination laws, including the Disability Discrimination Act, with a
single Act to make the law simpler and to remove inconsistencies. The Equality
Act protects the important rights of disabled people to access everyday
facilities and services and to ensure that disabled workers are not
disadvantaged.
Our report will contain observations of a general nature on the extent to
which we consider that the building would be regarded by the market as
complying with the accessibility requirements of the Equality Act. We have
not, however, carried out an in-depth study which would be required to reach a
formal view.
Energy Performance Certificates
The Energy Performance of Buildings Directive (EPD) relate to both domestic
and non-domestic buildings in the private rented sector and require an Energy
Performance Certificate (EPC) to be provided at the following times:
a) Where an existing building is to be sold or rented (including the
assignment of an existing lease); or
b) Upon completion of a new building; or
c) Following certain refurbishment works.
The Energy Efficiency (Private Rented Sector) (England and Wales) Regulations
2015 introduced the Minimum Energy Efficiency Standard (MEES), effective 1
April 2018. These regulations set out the following:
DEFINITIONS AND RESERVATIONS
Definitions and Reservations for Valuations
Environmental Issues
Our Valuation Report does not constitute an Environmental Audit or survey and
nothing contained in it should be treated as a statement that there are no
contamination or pollution problems relating to the property or confirmation
that the property, or any process carried on therein, complies with existing
or proposed legislation on environmental matters. If we have been provided
with third party reports, we have accepted their contents as being correct.
Enquiries
Enquiries of local authorities and statutory undertakers are made verbally in
respect of contingent liabilities such as road widening, road charges,
redevelopment proposals and the possible effect of any town planning
restrictions, and on occasion in respect of rating assessments. Local searches
are not undertaken. No responsibility is accepted for any inaccurate
information provided.
Generally it is assumed that buildings are constructed and used in accordance
with valid Town Planning Consents, Permits, Licences and Building Regulation
Approval, with direct access from a publicly maintained highway, that Town
Planning Consents do not contain restrictions which may adversely affect the
use of a property and that there are no outstanding statutory or other notices
in connection with a property or its present or intended use.
It is further assumed unless otherwise stated that all necessary licences,
permits etc either run with the property or are transferable to a new occupier
as appropriate.
Flooding Risk
The valuer will make enquiries concerning flooding risk where it is perceived
to be of relevance as published by the Environmental Agency. However we are
not qualified to definitively assess the risk of flooding and our valuation
will assume no difficulties in this regard. Further, Avison Young shall not
undertake any additional enquiries to confirm this information.
Plant, Machinery, Fixtures and Fitting
Unless otherwise specified, all items normally associated with the valuation
of land and buildings are included in our valuations and reinstatement cost
assessments, including:-
Fixed space heating, domestic hot water systems, lighting and mains services
supplying these, sprinkler systems and associated equipment, water,
electricity, gas and steam circuits not serving industrial or commercial
processes, sub-station buildings, lifts and permanent structures including
crane rails where forming an integral part of the building structure, fixed
demountable partitions, suspended ceilings, carpets, drains, sewers and
sewerage plants not primarily concerned with treating trade effluent, air
conditioning except where part of a computer installation or primarily serving
plant and machinery.
Unless otherwise specified, the following items are excluded:-
All items of process plant and machinery, tooling and other equipment not
primarily serving the building, cranes, hoists, conveyors, elevators,
structures which are ancillary to, or form part of an item of process plant
and machinery, sewerage plants primarily concerned with treating trade
effluent, air conditioning where part of a computer installation or primarily
serving plant and machinery, and water, electricity, gas, steam and compressed
air supplies and circuits serving industrial and commercial processes.
Unless otherwise specified, no allowance is made for the cost of repairing any
damage caused by the removal from the premises of items of plant, machinery,
fixtures and fittings.
In the case of filling stations, hotels and other properties normally sold and
valued as operational entities, all items of equipment normally associated
with such a property are assumed to be owned and are included within the
valuation unless otherwise specified.
Taxation and Grants
Value Added Tax, taxation, grants and allowances are not included in capital
and rental values as, unless otherwise specified in the report, these are
always stated on a basis exclusive of any VAT liability even though VAT will
in certain cases be payable.
It is assumed for the purposes of valuation that any potential purchaser is
able to reclaim VAT, unless otherwise stated. In particular it should be noted
that where a valuation has been made on a Depreciated Replacement Cost basis
the Replacement Cost adopted is net of VAT unless otherwise stated.
Unless otherwise specified Avison Young will not take into account of any
existing or potential liabilities arising for capital gains or other taxation
or tax reliefs as a result of grants or capital allowances, available to a
purchaser of the property.
Existing Use Value
The estimated amount for which an asset or liability should exchange on the
valuation date between a willing buyer and a willing seller in an arm's length
transaction, after proper marketing and where the parties had acted
knowledgeably, prudently and without compulsion, assuming that the buyer is
granted vacant possession of all parts of the property required by the
business and disregarding potential alternative uses and any other
characteristics of the asset that would cause its Market Value to differ from
that needed to replace the remaining service potential at least cost.
Market Rent
The estimated amount for which an interest in real property should be leased
on the valuation date between a willing lessor and a willing lessee on
appropriate lease terms in an arm's-length transaction after proper marketing
and where the parties had each acted knowledgeably, prudently and without
compulsion.
Insurance
Insurance is usually arranged by clients (or their brokers) based on
reinstatement cost assessments or occasionally on an indemnity basis and other
methods of valuation are not appropriate.
Reinstatement Cost Assessment
A Reinstatement Cost Assessment is our opinion of the likely cost of
reinstating all the buildings, normally for insurance purposes, on the basis
that:-
a) the accommodation provided will be similar in construction, design and
area to the existing buildings;
b) the works will be in compliance with conditions imposed by local
Authorities in connection with the construction of the building;
c) unless reported separately, allowances are made to cover the cost of
necessary demolition and site clearance prior to rebuilding, external works
such as hardstandings, private roadways and fences and professional fees which
would normally be incurred.
Unless otherwise stated, the reinstatement cost does not include any allowance
for:-
a) any loss of rent incurred during rebuilding;
b) planning restrictions which a planning authority might impose;
c) special foundations required for plant and machinery or due to adverse
ground conditions;
DEFINITIONS AND RESERVATIONS
Definitions and Reservations for Valuations
Market Value (MV)
The estimated amount for which an asset or liability should exchange on the
valuation date between a willing buyer and a willing seller in an arm's length
transaction after proper marketing and where the parties had each acted
knowledgeably, prudently and without compulsion.
Market Value provides the same basis as the OMV basis of value supported by
the first four editions of the Red Book, but no longer used as a defined term.
Fair Value
1. The estimated price for the transfer of an asset or liability between
identified knowledgeable and willing parties that reflects the respective
interests of those parties (IVS 2013).
2. The price that would be received to sell an asset, or paid to transfer a
liability, in an orderly transaction between market participants at the
measurement date (IFRS 13).
Depreciated Replacement Cost
The current cost of replacing an asset with its modern equivalent asset less
deductions for physical deterioration and all relevant forms of obsolescence
and optimisation. Note that this basis of valuation may not reflect the price
achievable for the property on the open market.
Operational Entities
The RICS advises that the most appropriate basis of valuation of properties
normally sold as operational entities is Market Value as defined above. Such
properties include public houses, hotels and other leisure uses, together with
nursing homes, residential care homes, private hospital and petrol filling
stations.
Our valuations reflect the following:-
a) The market's perception of trading potential with an assumed ability on
the part of the purchaser to renew existing licenses, consents, registrations
and permits;
b) That the property is offered with vacant possession throughout,
although in the case of nursing and residential care homes, subject to the
contractual rights of the patients/residents occupying the home from time to
time;
c) That trade fixtures, fittings, furniture, furnishings and equipment are
included.
Our valuations also specifically assume, unless otherwise specified that the
business will continue to operate at a level not significantly worse than that
indicated to us.
DEFINITIONS AND RESERVATIONS
Definitions and Reservations for Valuations
d) any plant, machinery, equipment, tanks, loose tools, office furniture and
equipment (refer to the heading "Plant, Machinery, Fixtures and Fittings" for
details of items normally included);
e) any effect of inflation on building costs occurring after the valuation
date;
f) VAT (except on professional fees) which will normally be payable in
addition.
Note - A reinstatement cost assessment is not a valuation. The valuer's
assessment of the reinstatement cost assessment should be regarded as an
informal estimate and should not be used to arrange insurance cover with.
Apportionment of Values
Apportionments provided between buildings, land and plant and machinery are
normally for depreciation purposes only. In normal circumstances
apportionments are not valuations and they should not be used for any other
purpose unless specified in our report.
Future Useful Economic Life
Future useful economic life of buildings is normally assessed in bands of
years, most frequently subject to a maximum of fifty years. This applies to
freehold properties and to leasehold properties where the future life is less
than the unexpired term of the lease. An average figure is usually provided
for groups of buildings forming a single asset. The figures are appropriate
for depreciation purposes only.
Compliance with Valuation Standards
Where applicable our valuations are in accordance with the RICS Valuation -
Global Standards effective from 31 January 2025 and the Red Book UK National
Supplement effective from 1 May 2024, published by the Royal Institution of
Chartered Surveyors ("RICS"), the Insurance Companies (Valuation of Assets)
Regulations 1981, the Financial Conduct Authority (FCA) "Listing Rules"
("Source Book") and "City Code on Takeovers and Mergers" ("Blue Book") as
amended and revised from time to time. A copy is available for inspection.
RICS Investigations
The valuation may be investigated by the RICS for the purposes of the
administration of the Institution's conduct and disciplinary regulations.
Guidance on the operation of the RICS monitoring scheme including matters
relating to confidentiality is available from www.rics.org
(http://www.rics.org) .
Total Valuation
Where provided this is the aggregate of the value of each individual property.
It is envisaged that properties would be marketed singly or in groups over an
appropriate period of time. If all properties were to be sold as a single lot,
the realisation would not necessarily be the same as the total of the
valuations. This assumption is not applicable to valuations made for taxation
purposes.
Legal Issues
Any interpretation of leases and other legal documents and legal assumptions
is given in our capacity as Property Consultants (including Chartered
Surveyors and Chartered Town Planners) and must be verified by a suitability
qualified lawyer if it is to be relied upon. No responsibility or liability is
accepted for the true interpretation of the legal position of the client or
other parties.
Date, Market Conditions and Validity of Valuation
Valuations may be relied upon for the stated purpose as at the date specified.
In normal market conditions the value may not change materially in the short
term. However the property market is constantly changing and is susceptible to
many external facets which can affect business confidence. If any reliance is
to be placed on the valuation following any changes which could affect
business confidence, then further consultation is strongly recommended. In any
event, the valuation should not be considered valid after a period of three
months.
Valuations and Reports
Valuations and Reports are only for the use of the party to whom they are
addressed. They may be disclosed only to other professional advisors assisting
in respect of that purpose. No responsibility is accepted to any third party
for the whole or any part of the contents.
Reports should be considered in their entirety and should only be used within
the context of the instructions under which they are prepared.
Neither the whole nor any part of a valuation, report or other document or any
reference thereto may be included in any published article, document, circular
or statement or published in any way without prior written approval of Avison
Young of the form and context in which it may appear.
Warranties
The client warrants and represents that, to the best of its knowledge,
information and belief, the information supplied by and on its behalf to
Avison Young is true and accurate and that it will advise and instruct its
third party advisers to advise Avison Young in the event that it and/they
receive notice that any such information is either misleading or inaccurate.
Emerging Environmental Attributes and Natural Capital
Unless specifically directed to do otherwise as part of the agreed instruction
or as recorded here, our valuation is based on the current conditions of the
markets relevant to the property and does not take into account any particular
potential that the property may have to secure value from its current or
potential environmental attributes or natural capital assets, including (and
not exhaustively) those in relation to carbon, biodiversity, nutrient
neutrality or flood management, whether by entry into any specific future
agreement under a government scheme or with third parties privately involving
the exploitation, exchange, off-setting or development of those environmental
attributes or natural capital assets and any additional value which may arise
therefrom. These are emerging and as yet unclear markets, awaiting both
regulatory and policy development and clarification of the bases on which
value can be widely recognised in the market. We will consider the property in
its current condition and, where either the details of such contracts
currently in place or reports into the property's potential for them have been
made available to us prior to acceptance of the instruction, we will take them
into account. Where such details are made available to us after acceptance of
the instruction, we will advise as soon as possible whether the valuation
instructions should be amended. Otherwise, our valuation has been undertaken
on the assumption that there is no special potential for the land in these
respects. Should it be established subsequently that such special potential
does exist at the property this might affect the values reported.
DEFINITIONS AND RESERVATIONS
Definitions and Reservations for Valuations
Contact details
Enquiries
Amanda Roddy
Mobile: 07798 647711
Amanda.roddy@avisonyoung.com (mailto:Amanda.roddy@avisonyoung.com)
Visit us online
avisonyoung.com
Valuation Report
In respect of:
Portfolio of 21 properties held by PHP Plc
On behalf of:
the Addressees as set out below
Date of valuation:
31 December 2024
Contents
01 Valuation
Report
1
Introduction...................................................................................................................................................................
1
Source of Information and Scope of
Works.............................................................................................................
7
Valuation
Assumptions.................................................................................................................................................
9
02
Appendices
12
Appendix A: Schedule of Properties as at 31 December
2024..........................................................................
13
Appendix B: Market Value of the Properties by Location as at 31 December 2024
(100%)........................ 14
Appendix C: Market Value of the Properties as at 31 December 2024 split by
Tenure (100%).................. 15
Valuation Report
Introduction
Report Date 15 May 2025
Valuation Date 31 December 2024
Addressee The Directors
Primary Health Properties Plc
5(th) Floor, Burdett House
15-16 Buckingham Street
London
WC2N 6DU
United Kingdom
(hereinafter referred to as "PHP" or the "Company")
and
N.M. Rothschild & Sons Limited ("Rothschild & Co")
New Court,
St Swithin's Lane
London
EC4N 8AL
United Kingdom
(in their capacity as sponsor and joint lead financial adviser to the Company)
and
Numis Securities Limited ("Deutsche Numis")
45 Gresham St,
London
EC2V 7BF
United Kingdom
(in their capacity as joint lead financial adviser to the Company)
and all the above hereinafter together referred to as the "Addressees"
The Properties 21 properties held by PHP and its group, as set out in the Schedule of
Properties below in Appendix A (each a "Property" and together the
"Properties").
Instruction To value without re-inspecting the unencumbered freehold interests of the
Properties on the basis of Market Value as at the Valuation Date in accordance
with the Terms of Engagement entered into between CBRE Advisory (Ireland)
Limited ("CBRE") and the Addressees dated 14 May 2025.
Status of Valuer You have instructed us to act as an External Valuer as defined in the current
version of the RICS Valuation - Global Standards.
Please note that the Valuation may be investigated by the RICS for the
purposes of the administration of the Institution's conduct and disciplinary
regulations in order to ensure compliance with the Valuation Standards.
Purpose and Basis of Valuation The Valuation has been prepared for a Regulated Purpose as defined in the RICS
Valuation - Global Standards (2022) and the UK national supplement current as
at the Valuation Date (the "Red Book").
We understand that this valuation report and the Appendices to it (together
the "Valuation Report") are required for inclusion in an announcement of a
firm offer of a firm offer by the Company for the entire issued and to be
issued ordinary share capital of Assura Plc ("Assura") to be made pursuant to
Rule 2.7 of the City Code on Takeovers and Mergers (the "Takeover Code"), the
related combined circular and prospectus to be published by the Company (as a
result of which new ordinary shares of the Company will be admitted to the
Equity Shares (Commercial Companies) Category of the Official List and to
trading on the London Stock Exchange's Main Market, and the related offer
document to be published by the Company (together the "Transaction"). As
such, the Valuation and the Valuation Report have been undertaken in
accordance with, the requirements of Rule 29 of the Takeover Code, the
Financial Conduct Authority's ("FCA") Prospectus Regulation Rules, the FCA's
Primary Market Technical Note 619.1 ("TN 619.1"), and the UK Listing Rules.
The Valuation is on the basis of Market Value as defined in the current
edition of the RICS Valuation - Global Standards and set out in Valuation
Assumptions below.
The effective date of our Valuation is 31 December 2024 (the "Valuation
Date").
The Company has informed us that no property interests have been sold since
the Valuation Date.
The Company has informed us that the following property interests have been
acquired since the Valuation Date.
Laya Health & Wellbeing Clinic, Little Island,
Cork Freehold
For the avoidance of doubt, as Laya Health & Wellbeing Clinic, Little
Island, Cork was not owned by the Company at the Valuation Date the value has
not been included in the totals below.
In accordance with the Red Book we have made certain disclosures in connection
with this valuation instruction and our relationship with the Addressees.
Market Value of the Properties as at 31 December 2024 (100%) In respect of the Ireland Properties (100%):
€308,640,000 (Three Hundred and Eight Million, Six Hundred and Forty
Thousand EURO) exclusive of VAT.
The properties in Ireland have been valued in Euro in accordance with market
practice for commercial real estate in Ireland.
For the avoidance of doubt, we have valued the Properties as real estate and
the values reported above represent 100% of the market values of the assets.
There are no negative values to report.
Our opinion of Market Value is based upon the Scope of Work and Valuation
Assumptions attached and has been primarily derived using comparable recent
market transactions on arm's length terms.
Report Format Appendix A of this Valuation Report contains the Schedule of Properties.
Appendix B provides a split of the market value of the properties by
geographical area.
Appendix C provides a split of the market value of the properties by tenure.
The Company has expressly instructed us not to disclose certain information
which is considered commercially sensitive, namely the individual values of
the Properties.
Market Conditions In the December monetary policy meeting, the European Central Bank (ECB)
announced its fourth interest rate cut of 2024 - effective from 18th December
2024. It moves the main refinancing rate (the main lending rate that banks can
borrow from the ECB over the medium term) to 3.15%, down from 4.50% at the end
of 2023, and the 25-basis point moves the deposit rate (the interest rate on
overnight deposits placed by banks with the ECB) to 3.00% from 4.00% at the
end of 2023.
The US Effective Federal Reserve Funds Rate currently stands at 4.25%-4.50%,
having been cut by 25bps in the latest December meeting.
Irish CPI inflation is now at 1.00% and is trending, since August 2024, below
the long-term average of 2% for the first time in three years since June 2021.
This is a significant vote of confidence for European and Irish economic
growth and commercial real estate.
Portfolios and Aggregation We have valued the Properties individually and no account has been taken of
any discount or premium that may be negotiated in the market if all or part of
the portfolio was to be marketed simultaneously, either in lots or as a whole.
Compliance with Valuation Standards The Valuation has been prepared in accordance with the latest version of the
RICS Valuation - Global Standards (incorporating the International Valuation
Standards) and the Red Book (the "Valuation Standards").
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Sustainability Considerations Wherever appropriate, sustainability and environmental matters are an integral
part of the valuation approach. 'Sustainability' is taken to mean the
consideration of such matters as environment and climate change, health and
well-being and corporate responsibility that can or do impact on the valuation
of an asset. In a valuation context, sustainability encompasses a wide range
of physical, social, environmental, and economic factors that can affect
value. The range of issues includes key environmental risks, such as flooding,
energy efficiency and climate, as well as matters of design, configuration,
accessibility, legislation, management, and fiscal considerations - and
current and historic land use.
Sustainability has an impact on the value of an asset, even if not explicitly
recognised. Valuers reflect markets, they do not lead them. Where we recognise
the value impacts of sustainability, we are reflecting our understanding of
how market participants include sustainability requirements in their bids and
the impact on market valuations.
Climate Risk Legislation The Irish government has produced legislation (Climate Action and Low Carbon
Development (Amendment) Bill 2021) which enforces the transition to net zero
carbon no later than 2050, and a reduction of emissions by 51% between 2018
and 2030.
Actions for each business sector, including real estate, will be detailed in
the Government's Climate Action Plan, updated annually. The Government
released its Climate Action Plan 2021 - Annex of Actions late in 2021, which
includes Actions for the Built Environment including plans to decarbonise
heating, support the retrofit of commercial buildings and support low-carbon
construction.
Additionally, the European Union's "Sustainable Finance Disclosure
Regulations" (SFDR) may impact asset values due to the requirements in
reporting to European investors.
Assumptions The Properties' details on which each Valuation is based are as set out in
this Valuation Report. We have made various assumptions as to tenure, letting,
taxation,
town planning, and the condition and repair of buildings and sites - including
ground and groundwater contamination - as set out below.
If any of the information or assumptions on which the Valuation is based are
subsequently found to be incorrect, the Valuation figures may also be
incorrect and should be reconsidered.
Variations and/or None.
Departures from Standard Assumptions
Independence The total annual fees, including the fee for this assignment, earned by CBRE
(or other companies forming part of the same group of companies within Europe)
from PHP (or other companies forming part of the same group of companies) is
less than 5.0% of the total annual UK and Continental European revenues of the
CBRE group.
It is not anticipated this situation will vary in the financial year to 31
December 2024.
We confirm that neither the valuers concerned nor CBRE have any personal
interest in the Company, Assura or any of the Properties or in the outcome of
the Valuation.
Previous Involvement and Conflicts of Interest We confirm that we have valued the Properties on behalf of the Company on a
half-yearly basis for financial reporting purposes for some of the Properties
in excess of 5 years, the most recent valuation being 31 December 2024.
From time to time, CBRE provides agency or professional services to the
Company.
CBRE provides some agency and/or professional services to some of the
occupiers of the Properties and where this occurs, any conflict arising is
managed through an information barrier.
We do not consider that this previous involvement represents a conflict of
interest and you have confirmed to us that you also consider this to be the
case.
We confirm that we are not aware of any further conflicts of interest that
would prevent us from exercising the required levels of independency and
objectivity in undertaking the Valuation.
Copies of our conflict-of-interest checks have been retained within the
working papers.
Disclosure The principal signatory of this Valuation Report has continuously been the
signatory of valuations for the Company since 2020.
CBRE has continuously been carrying out valuation instructions for the Company
for in excess of 5 years.
CBRE has carried out valuation, agency and professional services on behalf of
the Company for in excess of 5 years.
Responsibility For the purposes of Rule 29 of the Takeover Code and Prospectus Regulation
Rule 5.3.2R(2)(f), we are responsible for this Valuation Report and accept
responsibility for the information contained in this Valuation Report and
confirm that to the best of our knowledge (having taken all reasonable care to
ensure that such is the case)
the information contained in this Valuation Report is in accordance with the
facts and this Valuation Report makes no omissions likely to affect its
import. This
Valuation Report complies with Rule 29 of the Takeover Code, Rule 5.4.5G of
the Prospectus Regulation Rules and Paragraphs 128 to 130 of Part III.1
(Property companies) of TN 619.1.
Save for any responsibility arising under the Takeover Code or Prospectus
Regulation Rule 5.3.2R(2)(f) to any person as and to the extent there
provided, to the fullest extent permitted by law we do not assume any
responsibility and will not accept any liability to any other person for any
loss suffered by any such other person as a result of, arising out of, or in
accordance with this Valuation Report or our statement above.
Reliance Save as set out in "Responsibility" above, the contents of this Valuation
Report may only be relied upon by:
i) Addressees of the Report;
ii) the parties who have received prior written consent
from CBRE in the form of a reliance letter; and
iii) the shareholders of the Company,
for the specific purpose set out herein and no responsibility is accepted to
any third party for the whole or any part of its contents.
No reliance may be placed upon the contents of this Valuation Report by any
party for any purpose other than in connection with the purpose of Valuation.
Publication We understand that this Valuation Report will also be required to be put on
public display on the websites of the Company and Assura in accordance with
Rules 26.3 and 29.4 of the Takeover Code.
Neither the whole nor any part of our Valuation Report nor any references
thereto may be included in any published document, circular or statement nor
published in any way without our prior written approval of the form and
context in which it will appear (such approval to not be unreasonably withheld
or delayed).
Publication (cont'd) Such publication of, or reference to this Valuation Report will not be
permitted unless it contains a sufficient contemporaneous reference to any
departure from the Red Book or the incorporation of the special assumptions
referred to herein.
Yours faithfully Yours faithfully
Maureen Bayley
MBS (Hons) BSc (Hons) MSCSI MRICS
Janice Riordan
Executive Director
BSc (Hons) MSCSI MRICS
RICS Registered Valuer
Associate Director
For and on behalf of CBRE Advisory (Irl) Ltd
RICS Registered Valuer
For and on behalf of CBRE Advisory (Irl) Ltd
+353 87 281 3543
+353 86 774 8589
Maureen.bayley@cbre.com
Janice.riordan@cbre.com (mailto:Janice.riordan@cbre.com)
Source of Information and Scope of Works
Sources of Information We have carried out our work based upon information supplied to us by the
Company and their professional advisors, as set out within this Valuation
Report, which we have assumed to be correct and comprehensive, including:
1. Tenancy and management information;
2. Capex information;
3. Measured floor areas;
4. Information pack in the case of new acquisitions;
5. Ad hoc emails on the latest transactions up to the Valuation Date; and
6. Detailed comments from the Company on our draft Valuation.
The Properties Our Valuation Report contains a brief summary of the Property details on which
our Valuation has been based.
The Company has expressly instructed us not to disclose certain information,
which is considered commercially sensitive, namely the individual values of
the Properties and individual information in respect of Properties in the
course of construction.
Inspection As part of our valuation instruction from the Company for financial reporting
purposes, the Properties have been subject to external inspections each year.
As instructed, we have not re-inspected all the Properties for the purpose of
this Valuation.
With regard to those Properties which have not been subject to re-inspection,
the Company has confirmed that they are not aware of any material changes to
the physical attributes of the Properties, or the nature of their location,
since the last inspection. We have assumed this advice to be correct.
Where Properties have not been reinspected, the valuer will not carry out the
usual range of enquiries performed during a full inspection of these
Properties and will make the appropriate assumptions based on the information
provided or available that, without a full inspection, cannot be verified. The
instructing parties acknowledge and accept the heightened and inherent
uncertainty and risks relying upon a valuation prepared on a desktop basis.
Areas We have not measured the Properties but have relied upon the floor areas
provided to us by you or your professional advisors, which we have assumed to
be correct and comprehensive, and which you have advised us have been
calculated using the: Gross Internal Area (GIA), Net Internal Area (NIA) or
International Property Measurement Standard (IPMS) 3 - Office, measurement
methodology as set out in the latest edition of the RICS Property Measurement
Standards.
Environmental Considerations We have not been instructed to make any investigations in relation to the
presence or potential presence of contamination in land or buildings or the
potential presence of other environmental risk factors and to assume that if
investigations were made to an appropriate extent then nothing would be
discovered sufficient to affect value.
We have not carried out investigation into past uses, either of the Properties
or of any adjacent lands, to establish whether there is any potential for
contamination from such uses or sites, or other environmental risk factors and
have therefore assumed that none exists.
Sustainability Considerations In carrying out this Valuation, we have considered the impact of
sustainability factors on the value of the Properties. Based on our
inspections and our review of the information that was available to us, we
have not identified any risk factors which, in our opinion, would affect
value. However, CBRE gives no warranty as to the absence of such risk
factors in relation to sustainability.
Services and Amenities We understand that the Properties are located in an area served by mains gas,
electricity, water and drainage.
None of the services have been tested by us.
Enquiries regarding the availability of utilities/services to the development
schemes are outside the scope of our Valuation Report.
Repair and Condition We have not carried out building surveys, tested services, made independent
site investigations, inspected woodwork, exposed parts of the structure which
were covered, unexposed or inaccessible, nor arranged for any investigations
to be carried out to determine whether or not any deleterious or hazardous
materials or techniques have been used, or are present, in any part of the
Properties. We are unable, therefore, to give any assurance that the
Properties are free from defect.
Town Planning We have not undertaken planning enquiries.
Titles, Tenures and Lettings Details of title/tenure under which the Properties are held and of lettings to
which it is subject are as supplied to us. We have not generally examined nor
had access to all the deeds, leases or other documents relating thereto. Where
information from deeds, leases or other documents is recorded in this
Valuation Report, it represents our understanding of the relevant documents.
We should emphasise, however, that the interpretation of the documents of
title (including relevant deeds, leases and planning consents) is the
responsibility of your legal adviser.
We have not conducted credit enquiries on the financial status of any tenants.
We have, however, reflected our general understanding of purchasers' likely
perceptions of the financial status of tenants.
Valuation Assumptions
Introduction An Assumption is defined in the Red Book Glossary and VPS 4 to be a
"supposition taken to be true" (an "Assumption").
Assumptions are facts, conditions or situations affecting the subject of, or
approach to, a valuation that it has been agreed need not be verified by the
valuer as part of the valuation process. Assumptions are made when it is
reasonable for the valuer to accept that something is true without the need
for specific investigation.
The Company has confirmed and we confirm that our Assumptions are correct as
far as the Company and we, respectively, are aware. In the event that any of
these Assumptions prove to be incorrect then our Valuation should be
reviewed. The principal Assumptions which we have made are stated within
this Valuation Report.
For the avoidance of doubt, the Assumptions made do not affect compliance with
the approach to Market Value under the Red Book.
Capital Values The Valuation has been prepared on the basis of "Market Value", which is
defined in the Red Book as:
"The estimated amount for which an asset or liability should exchange on the
Valuation Date between a willing buyer and a willing seller in an arm's length
transaction, after proper marketing and where the parties had each acted
knowledgeably, prudently and without compulsion."
The Valuation represents the figure that would appear in a hypothetical
contract of sale at the Valuation Date. No adjustment has been made to this
figure for any expenses of acquisition or realisation - nor for taxation which
might arise in the event of a disposal.
No account has been taken of any inter-company leases or arrangements, nor of
any mortgages, debentures or other charge.
No account has been taken of the availability or otherwise of capital-based
Government or European Community grants.
Taxation, Costs and Realisation Costs As stated above, no allowances have been made for any expenses of realisation
nor for taxation which might arise in the event of a disposal.
Our Valuation reflect purchasers' statutory and other normal acquisition
costs.
VAT We have not been advised whether the Properties are elected for VAT.
All rents and capital values stated in this Valuation Report are exclusive of
VAT.
Net Annual Rent Net annual rent is defined for the purposes of this transaction as "the
current income or income estimated by the valuer:
(i) ignoring any special receipts or deduction arising from the property;
(ii) excluding Value Added Tax and before taxation (including tax on profits
and any allowances for interest on capital or loans); and
(iii) after making deductions for superior rents (but not for amortisation),
and any disbursements including, if appropriate, expenses of managing the
property and allowances to maintain it in a condition to command its rent".
Estimated Net Annual Rental Value The estimated net annual rental value is based on the current rental value of
each of the Properties. The rental value reflects the terms of the leases
where the Properties, or parts thereof, are let at the Valuation Date. Where
the Properties, or parts thereof, are vacant at the Valuation Date, the rental
value reflects the rent we consider would be obtainable on an open market
letting as at the Valuation Date.
Rental Values Unless stated otherwise rental values indicated in our Valuation Report are
those which have been adopted by us as appropriate in assessing the capital
value and are not necessarily appropriate for other purposes, nor do they
necessarily accord with the definition of Market Rent in the Red Book, which
is as follows:
"The estimated amount for which an interest in real property should be leased
on the Valuation Date between a willing lessor and a willing lessee on
appropriate lease terms in an arm's length transaction, after proper marketing
and where the parties had each acted knowledgeably, prudently and without
compulsion."
Fixtures, Fittings and Equipment Where appropriate we have regarded the shop fronts of retail and showroom
accommodation as forming an integral part of the building.
Landlord's fixtures such as lifts, escalators, central heating and other
normal service installations have been treated as an integral part of the
building and are included within our Valuation.
Process plant and machinery, tenants' fixtures and specialist trade fittings
have been excluded from our Valuation.
All measurements, areas and ages quoted in our Valuation Report are
approximate.
Environmental Matters In the absence of any information to the contrary, we have assumed that:
a) the properties are not contaminated and is not adversely affected by
any existing or proposed environmental law;
b) any processes which are carried out on the property which are regulated
by environmental legislation are properly licensed by the appropriate
authorities.
c) we have not been supplied with a copy of the "Building Energy Rating"
Certificate for the properties. We have assumed that if the properties are
sold, let or transacted that it possesses a current Energy Rating Certificate
as required under the European Union [Energy Performance of Buildings]
Regulations 2012 [S.I. 243 of 2012].
d) the properties are either not subject to flooding risk or, if it is,
that sufficient flood defences are in place and that appropriate building
insurance could be obtained at a cost that would not materially affect the
capital value.
Repair and Condition In the absence of any information to the contrary, we have assumed that:
a) there are no abnormal ground conditions, nor archaeological remains,
present which might adversely affect the current or future occupation,
development or value of the properties;
b) the properties are free from rot, infestation, structural or latent
defect;
c) no currently known deleterious or hazardous materials or suspect
techniques have been used in the construction of, or subsequent alterations or
additions to, the properties; and
d) the services, and any associated controls or software, are in working
order and free from defect.
We have otherwise had regard to the age and apparent general condition of the
properties. Comments made in the property details do not purport to express an
opinion about, or advise upon, the condition of uninspected parts and should
not be taken as making an implied representation or statement about such
parts.
Title, Tenure, Lettings, Planning, Taxation and Statutory & Local Unless stated otherwise within this report, and in the absence of any
Authority Requirements information to the contrary, we have assumed that:
a the properties possess a good and marketable title free from any onerous
or hampering restrictions or conditions. This has been confirmed in the
reports on title referenced in this report.
b the buildings have been erected either prior to planning control, or in
accordance with planning permissions, and has the benefit of permanent
planning consents or existing use rights for their current use;
c the properties are not adversely affected by town planning or road
proposals;
d the buildings comply with all statutory and local authority requirements
including building, fire and health and safety regulations.
e only minor or inconsequential costs will be incurred if any modifications
or alterations are necessary in order for occupiers of each property to comply
with the provisions of the relevant disability discrimination legislation;
f there are no tenant's improvements that will materially affect our opinion
of the rent that would be obtained on review or renewal.
g tenants will meet their obligations under their leases, and are
responsible for insurance, payment of business rates, and all repairs, whether
directly or by means of a service charge;
h there are no user restrictions or other restrictive covenants in leases
which would adversely affect value;
j where appropriate, permission to assign the interest being valued herein
would not be withheld by the landlord where required;
k vacant possession can be given of all accommodation which is unlet or is
let on a service occupancy; and
l wherever rent reviews or lease renewals are impending, all notices have
been fully validly served within the appropriate time limits..
Appendices
Appendix A: Schedule of Properties as at 31 December 2024
Mullingar Primary Care Centre Freehold Investment Maureen Bayley MRICS MSCSI 20-Dec-24
Mountmellick Primary Care Centre Freehold Investment Maureen Bayley MRICS MSCSI 20-Dec-24
Bray Primary Care Centre Freehold Investment Janice Riordan MRICS MSCSI 03-Apr-25
Celbridge Primary Care Centre Freehold Investment Janice Riordan MRICS MSCSI 10-Dec-24
Rialto Primary Care Centre Freehold Investment Janice Riordan MRICS MSCSI 03-Apr-25
Crumlin Primary Care Centre Freehold Investment Janice Riordan MRICS MSCSI 21-Nov-24
Kilnamanagh Tymon Primary Care Centre Freehold Investment Janice Riordan MRICS MSCSI 03-Apr-25
Mallow Primary Care Centre Freehold Investment Maureen Bayley MRICS MSCSI 9-Apr-25
Carrigaline Primary Care Centre Long Leasehold Investment Janice Riordan MRICS MSCSI 22-Aug-24
Westfield ECC Ballincollig Long Leasehold Investment Janice Riordan MRICS MSCSI 22-Aug-24
Enniscorthy Primary Care Centre Freehold Investment Maureen Bayley MRICS MSCSI 17-Jun-24
Shankill Primary Care Centre Freehold Investment Janice Riordan MRICS MSCSI 03-Apr-25
The Meath Primary Care Centre Freehold Investment Janice Riordan MRICS MSCSI 03-Apr-25
Tipperary Primary Care Centre Freehold Investment Maureen Bayley MRICS MSCSI 06-Sep-23
Athy Primary Care Centre Freehold Investment Maureen Bayley MRICS MSCSI 05-Jul-23
Banagher Primary Care Centre Freehold Investment Janice Riordan MRICS MSCSI 09-Feb-23
Clonbrusk Athlone Primary Care Centre Freehold Investment Janice Riordan MRICS MSCSI 09-Feb-23
Navan Road Primary Care Centre Long Leasehold Investment Janice Riordan MRICS MSCSI 03-Apr-25
Arklow Primary Care Centre Freehold Investment Maureen Bayley MRICS MSCSI 15-Jun-22
Ayrfield Primary Care Centre Freehold Investment Maureen Bayley MRICS MSCSI 14-May-25
Piercetown Primary Care Centre Long Leasehold Investment Maureen Bayley MRICS MSCSI 21-Mar-25
Appendix B: Market Value of the Properties as at 31 December 2024 split
by Location (100%)
Dublin Area €97,175,000
Midlands €76,975,000
South-East €60,970,000
South-West €73,520,000
Portfolio Total €308,640,000
Appendix C: Market Value of the Properties as at 31 December 2024 split
by Tenure (100%)
Freehold 17 €238,690,000
Long Leasehold 4 €69,950,000
Portfolio Total 21 €308,640,000
There are no negative values to report.
.
Primary Health Properties Plc
5(th) Floor, Burdett House
15-16 Buckingham Street
London
WC2N 6DU
(the "Client", "you", "your")
N.M. Rothschild & Sons Limited (acting as sponsor and joint lead financial
adviser to the Client)
New Court
St Swithin's Lane
London
EC4N 8AL
("Rothschild & Co")
Numis Securities Limited (acting as joint lead financial adviser to the
Client)
45 Gresham St,
London
EC2V 7BF
("Deutsche Numis")
(each an "Addressee" and together the "Addressees")
Primary Health Properties Plc
5(th) Floor, Burdett House
15-16 Buckingham Street
London
WC2N 6DU
(the "Client", "you", "your")
N.M. Rothschild & Sons Limited (acting as sponsor and joint lead financial
adviser to the Client)
New Court
St Swithin's Lane
London
EC4N 8AL
("Rothschild & Co")
Numis Securities Limited (acting as joint lead financial adviser to the
Client)
45 Gresham St,
London
EC2V 7BF
("Deutsche Numis")
(each an "Addressee" and together the "Addressees")
Date of issue 14/05/2025
Our Ref: I: 1161535
Dear Sir/Madam
Valuation report in respect of the properties of Primary Health Properties Plc
as at 30 April 2025 for inclusion in a Rule 2.7 Announcement, Offer Document
and Combined Circular and Prospectus ("Valuation Report")
Further to your instructions, we are pleased to provide our Valuation Report
in respect of the freehold, heritable or leasehold interests in the properties
set out in Appendix 1 (List of Properties) ("Properties") below for the
purposes of inclusion in (i) an announcement to be made by the Client pursuant
to Rule 2.7 of the UK City Code on Takeovers and Mergers (the "Code") issued
by the UK Panel on Takeovers and Mergers (the "Rule 2.7 Announcement"), (ii)
an offer document proposed to be published by the Client (the "Offer
Document"), and (iii) a combined circular and prospectus to be published by
the Client (the "Combined Circular and Prospectus"), in each case in
connection with a firm offer by the Client for the entire issued and to be
issued share capital of Assura Plc (the "Offeree") (the "Transaction"). If you
have any queries regarding this Valuation Report, please let us know as soon
as possible.
Signed for and on behalf of Knight Frank LLP
Andrew Sage MRICS Kieren Cole MRICS
RICS Registered Valuer RICS Registered Valuer
Partner, Valuation & Advisory Partner, Valuation & Advisory
andrew.sage@knightfrank.com kieren.cole@knightfrank.com
T +44 20 7861 5013 T +44 20 7861 1563
M +44 7970 731 940 M +44 7824 418084
For and on behalf of For and on behalf of
Knight Frank LLP Knight Frank LLP
Contents
1. (l) (l) (l) About this report (l)
................................................................................................
5 (l)
Engagement of Knight Frank LLP (l)
.................................................................... 5 (l)
Status and experience of valuer (l)
....................................................................... 5 (l)
Conflicts of Interest: Declaration and Disclosures (l)
........................................ 6 (l)
Use of this Valuation (l)
..........................................................................................
7 (l)
Limitations on liability (l)
.......................................................................................
9 (l)
Scope of work (l)
.....................................................................................................
9 (l)
2. (l) (l) (l) Valuation (l)
............................................................................................................
11 (l)
Methodology (l)
......................................................................................................
11 (l)
Valuation bases (l)
.................................................................................................
11 (l)
Market Value (l)
.....................................................................................................
11 (l)
Responsibility (l)
....................................................................................................
12 (l)
Consent (l)
.............................................................................................................
13 (l)
Appendices
Appendix 1 (l) ......... (l) (l) List of Properties (l)
Appendix 2 (l) ......... (l) (l) General Terms of Business for Valuation
Services (l)
Appendix 3 (l) ......... (l) (l) General Scope of Valuation Work (l)
1. About this report
Engagement of Knight Frank LLP
1.1 This Valuation Report sets out our valuation, as at 30
April 2025 ("valuation date"), of the Properties ("Valuation"). This Valuation
Report has been prepared in accordance with our Terms of Engagement letter
dated 13 May 2025 addressed to the Addressees, our General Terms of Business
for Valuation Services (the "General Terms") and the General Scope of
Valuation Work (the "General Scope of Work") (together the "Agreement").
Client
1.2 We have been instructed to prepare this Valuation Report
by Primary Health Properties Plc. However, as set out above, this Valuation
Report has also been addressed to the other Addressees.
Valuation standards
1.3 The Valuation has been undertaken in accordance with and
complies with: (a) the current editions of RICS Valuation - Global Standards,
which incorporate the International Valuation Standards, and the RICS UK
National Supplement. References to the "Red Book" refer to either or both of
these documents, as applicable; (b) Rule 29 of the Code; (c) paragraphs
128-130 of the Financial Conduct Authority ("FCA") Primary Market Technical
Note 619.1 (the "FCA Technical Note"); (d) Rule 5.4.5G of the UK Prospectus
Regulation Rules published by the FCA; and (e) the FCA UK Listing Rules made
under Part 6 of the Financial Services and Markets Act 2000, as amended (the
"UK Listing Rules").
For the purposes of this Valuation Report, "UK Prospectus Regulation Rules"
shall mean the prospectus regulation rules made by the FCA for the purposes of
part 6 of the Financial Services and Markets Act 2000.
1.4 The Properties have been valued by valuers who are
qualified for the purposes of the Valuation in accordance with Rule 29 of the
Code, the FCA Technical Note, Rule 5.4.5G of the UK Prospectus Regulation
Rules and the UK Listing Rules.
Status and experience of valuer
Valuer and expertise
1.5 The Valuation is the responsibility of Andrew Sage
MRICS, RICS Registered Valuer and Kieren Cole MRICS, RICS Registered Valuer
(the "Responsible Valuers") who are in a position to provide an objective and
unbiased Valuation in an ethical and competent manner. Parts of the Valuation
have been undertaken by additional valuers as listed on our file. Where the
knowledge and skill requirements of the Red Book and Rule 29.3(a) of the Code
referred to below have been met in aggregate by more than one valuer within
Knight Frank, we confirm that a list of those valuers will be retained within
our working papers.
1.6 We confirm that the Responsible Valuers and any
additional valuers who value the Properties meet the requirements of the Red
Book and Rule 29.3(a)(iii) of the Code in having sufficient current knowledge
of the particular market and the skills and understanding to undertake the
Valuation and prepare this Valuation Report competently in accordance with the
requirements of the Red Book and Rule 29.3(a)(ii) and (iii) of the Code, Rule
5.4.5G of the UK Prospectus Regulation Rules, section III.1 paragraphs 128 to
130 of the FCA Technical Note and the UK Listing Rules and are appropriately
qualified for the purposes of the Valuation as required by Rule 29.3(a)(ii) of
the Code.
1.7 We confirm that we are not aware of any reason why we
and the Responsible Valuers would not satisfy the requirements of Rule
29.3(a)(i) of the Code.
Conflicts of Interest: Declaration and Disclosures
1.8 Knight Frank and the Addressees have agreed that
Directive 2011/61/EU and/or any implementing legislation, laws or regulations
thereof (including, but not limited to, the Alternative Investment Fund
Manager's Regulations 2013) ("AIFMD") is not expected to apply to the
Valuation. In the event that it is determined that it does apply, we will be
deemed to have acted as the Client's valuation advisers but not as "External
Valuer" (as defined therein) and we shall not be deemed to have performed the
valuation function referred to in Article 19 of AIFMD, the valuation function
and the setting of the Net Asset Value of the Client.
1.9 We confirm that neither the Responsible Valuers (as
defined in paragraph 1.5 above), nor Knight Frank, have any material
connection to any party in the Transaction nor any personal interest in the
Client, the Addressees or the Properties which would cause us to cease to
qualify as an 'Independent Valuer' for the purpose of PS 2 of the Red Book or
Rule 29.3(a) of the Code and have had no material involvement with the assets
being valued and we confirm that we can report without any material conflict.
1.10 We have therefore provided an objective and unbiased
Valuation. We undertake in favour of the Client and the Addressees that we
have not taken any actions which would cause us or the relevant valuers to
cease to qualify as an 'Independent Valuer' for the purposes of PS 2 of the
Red Book or Rule 29.3(a) of the Code for the duration of the Purpose.
In accordance with the Red Book, we are required to make the following
disclosures:
• We confirm that we have a rotation policy in
place, which is available on request.
• We confirm that in accordance with our rotation
policy, the period that Knight Frank LLP has valued 14 Properties for the same
purpose does not exceed ten years and will not have exceeded a continuous
period of ten years by the completion of this Valuation Report.
• Furthermore, we confirm that in accordance with
our rotation policy, the Responsible Valuers named in this Valuation Report
have not been the Responsible Valuers for the Properties for the same purpose
for a continuous period of more than five years.
• We have acted for the Client in excess of 2 years
in relation to our services generally, including but not limited to valuation
services.
• In relation to our preceding financial year, the
total fees payable by you as a percentage of our total fee income was less
than 5%.
• It is not anticipated there will be a material
increase in the proportion of fees payable to Knight Frank by the Client
commissioning the Valuation over the course of the next financial year.
• Knight Frank has not received an introductory fee
or negotiated the purchase of the Properties on behalf of the Client in the
previous 12 months from the date of this Valuation Report.
1.11 This Valuation Report has been vetted as part of Knight
Frank LLP's quality assurance procedures.
1.12 We recognise and support the RICS Rules of Conduct and have
procedures for identifying conflicts of interest.
Use of this Valuation
Purpose of valuation
1.13 The Valuation and this Valuation Report are each provided
solely for the purpose of providing an independent professional opinion of the
valuation of the Properties, as at the valuation date, for the purpose of Rule
29 of the Code, Rule 5.4.5G of the Prospectus Regulation Rules, Section III.1
paragraphs 128 to 130 of the FCA Technical Note and the UK Listing Rules and:
(A) inclusion in the Rule 2.7 Announcement;
(B) inclusion in the Offer Document;
(C) inclusion in the Combined Circular and Prospectus and any
supplementary prospectus published by the Client in connection with the
Transaction;
(D) inclusion and/or reference to it in any other announcements,
documents and/or supplementary documents required to be released by the Client
and/or the Offeree which directly relate to the Transaction (each a "Code
Document"); and
(E) publication on the Client's website and/or the Offeree's website
in accordance with the requirements of Rule 26.3 of the Code and the UK
Prospectus Regulation Rules,
(together, the "Purpose").
1.14 The Valuation and this Valuation Report are provided solely
for the Purpose as set out above and in accordance with clause 4.1 of our
General Terms neither the Valuation, nor this Valuation Report can be used for
any purpose other than the Purpose without our express written consent.
Third party reliance
1.15 Save for the Addressees, in accordance with clauses 3 and 4
of the General Terms and to the fullest extent permitted by law we do not,
save as provided for in the UK Prospectus Regulation Rules, the UK Listing
Rules, the FCA Technical Note and/or the Code, assume any responsibility and
will not accept any liability to any other person for any loss suffered by any
such other person as a result of, arising out of, or in accordance with this
Valuation Report or our statement, required by and given solely for the
purposes of complying with the UK Prospectus Regulation Rules and Rule 29 of
the Code.
1.16 This Valuation Report is addressed jointly to the
Addressees for the Purpose and is for the use of and may be relied upon by the
Addressees of this Valuation Report for the Purpose. Save in respect of such
Addressees and as provided for in the UK Prospectus Regulation Rules and/or
the Code, no reliance may be placed upon this Valuation Report by any other
third party.
Disclosure & publication
1.17 Clauses 4.3 to 4.6 of the General Terms limit disclosure
and generally prohibit publication of the Valuation. As stated therein (but
subject to the section above headed "Third party reliance"), the Valuation has
been prepared for the Client in accordance with the Agreement which governs
its purpose and use. As stated in the Agreement, the Valuation is confidential
to the Addressees and, other than as stated in this Valuation Report, neither
the whole, nor any part, of the Valuation or of the Valuation Report, nor any
reference thereto, may be disclosed to any person other than for the Purpose
without our prior written consent, or included in any published document,
circular or statement, nor published in any way, other than for the Purpose
without our prior written consent of the form or context in which it may
appear.
1.18 Notwithstanding the paragraph above, and subject to the
terms and conditions (but disregarding for these purposes clauses 4.3 to 4.6
(inclusive) of the General Terms) of the Agreement and our approval of the
form and context thereof, we consent to the disclosure of this Valuation
Report:
i. as may be required by any applicable court of competent jurisdiction
or other competent judicial or governmental body or any applicable law or
regulation or pursuant to government action, regulatory requirement or
request;
ii. to each Addressee's affiliates and each Addressee's affiliates'
respective directors, officers, employees, agents, professional advisers,
insurers, auditors and bankers that need to see the Valuation in connection
with the Purpose;
iii. in the case of Rothschild & Co and Deutsche Numis, in seeking to
establish a defence or otherwise in connection with any actual or threatened
legal or regulatory proceedings or investigation relating to the matters set
out in this Valuation Report or claims that may be brought against them
arising from their roles as financial advisers to the Client;
iv. in investor presentations and other investor education materials
prepared in connection with the Transaction, and in any private discussions
with Investors or other third parties in connection with the Transaction;
v. for the Purpose; and
vi. to any Addressee's insurers in respect of any claim or potential claim
relating to the Transaction, but in each case only on the basis that: (a) such
disclosure is made to inform the recipient that Knight Frank LLP have no duty
of care and therefore shall have no liability to the recipient in respect of
the relevant document; and (b) such recipient agrees not to provide a copy of
the document to any other person without the prior written consent of Knight
Frank LLP.
1.19 It is a condition of such disclosure that each party in
receipt of this Valuation Report that is not an Addressee agrees and
acknowledges that this Valuation Report cannot be relied upon by them, and we
do not accept any responsibility, duty of care or liability to them, whether
in contract, tort (including negligence), misrepresentation or otherwise in
respect of the Valuation and the information it contains. For the avoidance of
doubt, nothing in the preceding sentence shall affect our responsibility, for
the purposes of Rule 5.3.2R(2)(f) of the UK Prospectus Regulation Rules or
arising under the Code, for the information contained in this Valuation
Report.
1.20 This Valuation Report complies with Rule 29 of the Code and
we understand that the publication or reproduction by the Client of this
Valuation Report and/or the information contained therein as required by Rules
26 and 29 of the Code is necessary, including in the Rule 2.7 Announcement,
Offer Document and any Code Document.
1.21 We confirm that this Valuation Report complies with Rules
5.4.5G and 5.4.6G of the UK Prospectus Regulation Rules and paragraphs 128 to
130 of the FCA Technical Note.
1.22 We confirm that the information contained in the Combined
Circular and Prospectus or any supplementary prospectus and/or circular (as
the case may be) which is extracted from this Valuation Report is accurate,
balanced and complete and is not misleading or inconsistent with this
Valuation Report as prepared by us and has been properly extracted, derived or
computed from this Valuation Report.
1.23 The Addressees agree and acknowledge that we shall have no
liability for any error, omission or inaccuracy in this Valuation Report to
the extent resulting from our reliance on information provided by or on behalf
of the Addressees unless otherwise stated. Notwithstanding the above, we
highlight the restricted nature of this instruction, in accordance with the
Red Book; as a result the reliance that can be placed on the Valuation is
limited.
Verification
1.24 We recommend that before any financial transaction is
entered into based upon the Valuation, you obtain verification of any
third-party information contained within this Valuation Report and the
validity of the assumptions we have adopted.
1.25 We would advise you that whilst we have valued the
Properties reflecting current market conditions, there are certain risks which
may be, or may become, uninsurable. Before undertaking any financial
transaction based upon this Valuation, you should satisfy yourselves as to the
current insurance cover and the risks that may be involved should an uninsured
loss occur.
Limitations on liability
1.26 Knight Frank LLP's total liability for any direct loss or
damage (whether caused by negligence or breach of contract or otherwise)
arising out of or in connection with this Valuation is limited in accordance
with the terms of the Agreement. Knight Frank LLP accepts no liability for any
indirect or consequential loss or for loss of profits.
1.27 We confirm that we hold adequate and appropriate PII cover
for this instruction.
1.28 No claim arising out of or in connection with this
Valuation may be brought against any member, employee, partner or consultant
of Knight Frank LLP. Those individuals will not have a personal duty of care
to any party and any claim for losses must be brought against Knight Frank
LLP.
1.29 Nothing in this Valuation shall exclude or limit our
liability in respect of fraud or for death or personal injury caused by our
negligence or for any other liability to the extent that such liability may
not be excluded or limited as a matter of law or regulation.
Scope of work
1.30 Subject to any alteration agreed between us and set out in
the Agreement or any other agreed amendment or restriction set out below, the
General Scope of Work forming part of the Agreement a copy of which is at
Appendix 3 to this Valuation Report sets out the work we agreed to undertake,
including the investigations we have undertaken, the limits that applied and
the assumptions we have made, unless we have found or have been provided with
information to the contrary.
Restrictions
1.31 The Valuation has been requested by you for the Purpose.
However, we agreed restrictions to the service set out in this Scope of Work
section. It is a requirement of the Red Book that we record any limitations
or restrictions on the inspection, inquiry and analysis that we have agreed
and which may limit the reliance that can be placed on the Valuation. The
following restrictions were agreed:
· We have agreed restrictions on the extent to which the Property
will be inspected, as set out in paragraphs 1.36 to 1.38 below.
Information to be relied upon
1.32 We have relied upon the information provided to us by you
or by third parties in respect of the 30 April 2025 Valuation and will assume
it to be correct for the purposes of the Valuation unless you inform us
otherwise. We have not undertaken any verification of such information
provided by you or third parties.
1.33 Where we express an opinion in respect of (or which depends
upon) legal issues, any such opinion must be verified by your legal advisors
before any Valuation can be relied upon.
1.34 We are instructed to rely on floor areas and tenancy
information provided by the Client. We have not read lease agreements nor
verified accordance between tenancy schedule and lease terms.
1.35 Knight Frank LLP cannot be held liable as regards the legal
description of the Properties, its use, non-compliance with statutory
requirements, technological and natural risks, the areas taken into account,
the existence of concealed defects, presence of asbestos, adverse ground
condition, presence of soil contamination, presence of insects, noxious
animals or plants, rot, or deleterious materials, etc. This Valuation Report
comments on the above on the basis of Technical or Environmental reports, if
provided.
Inspections
1.36 For the purpose of the Valuation, we have inspected the 63
Properties (25% of the portfolio) and any significant buildings have been
viewed internally (where access is available to the public) and externally.
Where buildings have multiple areas of similar design, construction and use,
we have only viewed a sample of those areas.
1.37 Due to the limited timescales of the Transaction, the
Valuation does not include a comprehensive review of all due diligence
materials and is based on our inspection of 63 out of the 254 Properties as
stated above. We have not therefore been able to undertake all normal
investigations in respect of the remaining 191 Properties outlined in our
General Scope of Work before the date of this Valuation Report and as agreed
with the Client we have relied on information, photos and reports regarding
the Properties provided by the Client. We have assumed and the Client has
confirmed that it has provided us with all information, photos and reports
which are material to the Properties' value for the purposes of preparing this
Valuation Report.
1.38 The attached General Scope of Work sets out the
investigations we made, the limits that applied to those investigations and
the assumptions that we made unless we found or were provided with information
to the contrary. Notwithstanding the General Scope of Work, there are no
assumptions made for the purposes of this Valuation Report.
Information Provided
1.39 In this Valuation Report we have been provided with
information by the Client, its advisors and other third parties. We have
relied upon this information as being materially correct in all aspects.
1.40 In the absence of any documents or information provided, we
have had to rely solely upon our own enquiries as outlined in this Valuation
Report.
1.41 We have assumed there to be good and marketable titles to
the Properties. We have made oral enquiries with the Client where appropriate
and have taken account, insofar as we are aware, of unusual outgoings,
planning proposals and onerous restrictions or local authority intentions
which affect the Properties. However, this information has been provided to us
on the basis that it should not be relied upon.
1.42 We have been supplied with details of tenure and tenancies
and have valued on the basis that there are no undisclosed matters which would
affect our Valuation.
1.43 We have not undertaken any building surveys or
environmental audits and are therefore unable to report that the Properties
are free of any structural fault, rot, infestation or defects of any other
nature, including inherent weaknesses due to the use in construction of
materials now suspect. No tests were carried out on any of the technical
services. However, we have reflected any apparent wants of repair in our
opinion of value as appropriate.
2. Valuation
Methodology
2.1 The Valuation has been undertaken using appropriate
valuation methodology and our professional judgement.
Investment method
2.2 The Valuation has been carried out using the comparative
and investment methods. In undertaking the Valuation, we have made our
assessment on the basis of a collation and analysis of appropriate comparable
investment and rental transactions, together with evidence of demand within
the vicinity of the subject Properties. With the benefit of such transactions
we have then applied these to the Properties, taking into account size,
location, terms, covenant and other material factors.
Valuation bases
2.3 The basis of value for the Valuation as required by the
Code is Market Value and therefore these valuations have been prepared on a
Market Value basis. In compliance with, and for the purposes of Rule 29.4(b)
of the Code, this Valuation Report is not qualified or subject to special
assumptions.
Market Value
2.4 Market Value is defined within RICS Valuation - Global
Standards as:
"The estimated amount for which an asset or liability should exchange on the
valuation date between a willing buyer and a willing seller in an arm's length
transaction after proper marketing and where the parties had each acted
knowledgeably, prudently and without compulsion."
Portfolios
2.5 In a valuation of a property portfolio, we have valued
the individual properties separately and we have assumed that the individual
properties have been marketed in an orderly way. We do not believe and have
not seen evidence that a portfolio premium (or discount) would be achieved
when properties are sold as part of a portfolio. While certain buyers of such
assets prefer to buy properties as part of a portfolio to make a more
appealing lot size, others are willing to buy on an individual basis.
Market Value
Market Value
2.6 We are of the opinion that the aggregate Market Value of
the freehold, heritable and long leasehold interests in the Properties, as at
the valuation date is:
30 April 2025
2.7 The tenure of the Properties held by the Client as at 30
April 2025 comprises the following:
Freehold 206 £1,076,610,000
Heritable 22 £99,950,000
Long leasehold 26 £155,405,000
Total 254 £1,331,965,000
2.8 There are no negative values to report.
2.9 For the purposes of Rule 29.5 of the Code, we confirm
that in our opinion the current valuation of the Properties as at the date of
this Valuation Report would not be materially different from the valuation of
the Properties as at the valuation date.
2.10 For the purposes of paragraph 130(iv) of the FCA Technical
Note, we confirm that in our opinion no material changes have occurred since
the valuation date.
2.11 We are not aware, as a result of our role as an External
Valuer of the Properties of any matter which would materially affect the
Market Value of the Properties which is not disclosed in this Valuation Report
(subject to the assumptions set out in this Valuation Report) and we are not
aware of any matter in relation to this Valuation Report that we believe
should be and has not yet been brought to the attention of the Addressees.
2.12 For the purposes of paragraph 130(vi) of the FCA Technical
Note, we consider the differences between the valuation figure in this
Valuation Report and the equivalent figure reported in the Client's latest
published annual or consolidated accounts to be as a result of rental growth
across the portfolio. However, we are not in a position to comment on the
valuation (including valuation figures) or assumptions adopted by a third
party valuer responsible for the Client's latest published annual or
consolidated accounts.
Responsibility
2.13 For the purposes of the Code, we are responsible for this
Valuation Report and accept responsibility for the information contained in
this Valuation Report and confirm that to the best of our knowledge (having
taken all reasonable care to ensure that such is the case), the information
contained in this Valuation Report is in accordance with the facts and
contains no omissions likely to affect its import. This Valuation Report
complies with, and is prepared in accordance with, and on the basis of, the
Code, and in particular we confirm that we meet the requirements of Rule
29.3(a) of the Code. We authorise its contents for the purpose of Rule 29 of
the Code.
2.14 We accept responsibility (including for the purpose of Rule
5.3.2R(2)(f) of the UK Prospectus Regulation Rules) for the information
contained in this Valuation Report and to the best of our knowledge, the
information contained in this Valuation Report is in accordance with the facts
and the Valuation Report makes no omission likely to affect its import.
Consent
2.15 Knight Frank LLP has given and has not withdrawn its
consent to the inclusion of this Valuation Report:
a) in the Rule 2.7 Announcement and the Offer Document published by the
Client in the form and context in which it is included; and
b) on any websites as required pursuant to Rules 26 and 29 of the Code.
2.16 We consent to the inclusion of the Valuation and this
Valuation Report and any extracts or references thereto in the Combined
Circular and Prospectus or any supplementary prospectus and/or circular (as
the case may be) and the reference to our name in the form and context in
which they are included in the Combined Circular and Prospectus or any
supplementary prospectus and/or circular (as the case may be) (subject to us
first approving the form and context in which our Valuation Report will
appear).
Appendix 1 List of Properties
PH004 Southampton - Old Fire Station, Southampton - The Old Fire Station, 68a Southampton SO19 9AN South Freehold 09/05/2025
Portsmou
PH032 Sale - Washway Rd, Washway Road Medical Centre, 67 Washway Road Sale M33 7SS North West Freehold n.a.
PH039 Manchester - Poplar, The Poplars Medical Centre, Partington Lane Swinton M27 0NA North West Freehold n.a.
PH043 Lancaster, Lancaster Uni Medical Centre, Green Lane Lancaster LA1 4YW North West Freehold n.a.
PH072 Gateshead - Teams, Teams Medical Practice, Watson Street Gateshead NE8 2PQ North East Freehold n.a.
PH087 Oxted, Oxted Therapies, Barnetts Shaw Oxted RH8 0NQ South East Freehold n.a.
PH090 Dumbledore, Dumbledore Medical Centre, Brighton Road Handcross RH17 6HB South Freehold n.a.
PH092 Stafford - Penkridge, Penkridge Medical Practice, St Michaels Close, Penkridge Stafford ST19 5DH West Midlands Freehold n.a.
PH093 Leslie, Leslie Medical Practice, Anderson Drive, Leslie Glenrothes KY6 3LQ SCOTLAND Heritable n.a.
PH098 Sandown, Sandown Medical Centre, Broadway Sandown PO36 9GA South Freehold n.a.
PH101 Crewe, Rope Green Medical Centre, Rope Lane Shavington CW2 5DA North West Freehold n.a.
PH102 Paisley - Anchor, Paisley - Anchor Mill Medical Centre, Saucel Crescent Paisley PA1 1UB SCOTLAND Heritable n.a.
PH105 Kirkintilloch, Kirkintilloch - Regent Gardens Surgery, 18 Union Street Kirkintilloch G66 1DH SCOTLAND Heritable n.a.
PH110 Sheerness - High Street, Sheerness Medical Centre, 250/262 High Street Sheerness ME12 1UP South East Freehold 08/05/2025
PH114 Walsall - Anchor, Anchor Meadow Medical Centre, Walsall Road Aldridge WS9 8AJ West Midlands Freehold n.a.
PH121 Leamington Spa, Leamington Spa - Waterside Court Medical Centre, Court Street Leamington Spa CV31 2BB West Midlands Freehold n.a.
PH130 Stockton on Tees - Eaglescliffe, Eaglescliffe Health Centre, Sunningdale Drive Stockton on Tees TS16 9EA Yorkshire/Humberside Leasehold n.a.
PH137 Southampton - St Mary's, St Marys Medical Centre, 1 Johnson Street Southampton SO14 1LT South Freehold 09/05/2025
PH139 Bognor Regis - Flansham, Flansham Park Health Centre, 109 Flansham Park Bognor Regis PO22 6DG South Freehold n.a.
PH142 Horley, Horley Health Centre, Kings Road Horley RH6 7DG South East Freehold n.a.
PH144 Portslade, Portslade - Mile Oak Medical Centre, Chalky Road, Mile Oak Portslade BN41 2WF South Freehold n.a.
PH145 Farnham, Farnham - Bourne Medical Practice, Lodge Hill Road Farnham GU10 3RB South East Freehold 08/05/2025
PH147 Southampton - Bitterne Park, Bitterne Park Medical Centre, Thorold Road Southampton SO18 1JB South Freehold 09/05/2025
PH148 Whiteley, Whiteley Medical Centre, Yew Tree Drive Fareham PO15 7LB South Freehold 08/05/2025
PH151 Shefford, The Shefford Medical Centre, Hitchin Road Shefford SG17 5FS South East Freehold n.a.
PH152 South Queensferry, South Queensferry Medical Centre, 41 The Loan South Queensferry EH30 9HA SCOTLAND Heritable n.a.
PH153 Oswestry, Cambrian Medical Centre, Thomas Savin Road Oswestry SY11 1GA North West Freehold n.a.
PH157 Chesham, Chesham - Chess Medical Centre, Berkhampstead Road Chesham HP5 3AT South East Freehold n.a.
PH158 Edinburgh - Conan Doyle, Conan Doyle Medical Centre, 4 Nether Liberton Lane Edinburgh EH16 5TY SCOTLAND Heritable n.a.
PH162 Coventry - Allesley, Coventry - Allesley Park, 2 Whitaker Road, Allesley Coventry CV5 9JE West Midlands Freehold n.a.
PH172 Glasgow - Old Kilpatrick, Old Kilpatrick Medical Centre, Erskine View, Old Glasgow G60 5JG SCOTLAND Heritable n.a.
Kilpa
PH178 Ramsgate, Ramsgate - Dashwood House Surgery, Grange Road Ramsgate CT11 9PR South East Freehold n.a.
PH180 Swansea - Beacon, Swansea - Beacon Centre for Health, Langdon Road Swansea SA1 8QY Wales Freehold n.a.
PH181 Cardiff - Llanrumney, Cardiff - Llanrumney Medical Centre, Ball Road, Cardiff CF3 5NP Wales Leasehold 09/05/2025
Llanrumney
PH190 Walthamstow - Forest Rd, Walthamstow, Forest Road Medical Centre, 354-358 London E17 5JG South East Freehold 09/05/2025
Forest
PH192 Darvel, Darvel - Loudoun Medical Centre, Lochore Terrace Darvel KA17 0HD SCOTLAND Heritable n.a.
PH194 Edinburgh - Gracemount, Edinburgh - Gracemount Medical Centre, 24 Gracemount Edinburgh EH16 6RN SCOTLAND Heritable n.a.
Dri
PH195 Cardiff - Rumney, Cardiff - Rumney Primary Care Centre, Caeglas Road, Rumney Cardiff CF3 3LG Wales Freehold 09/05/2025
PH198 Cardiff - Cloughmore, Cardiff - Cloughmore Medical Centre, South Park Road, Cardiff CF24 2LU Wales Freehold 09/05/2025
Splo
PH200 Aberdeen - Calsayseat, Aberdeen - Calsayseat Medical Group, 44 Powis Place Aberdeen AB25 3TX SCOTLAND Heritable n.a.
PH204 Blyth, Station Medical Group, Gatacre Street Blythe NE24 1HD North East Freehold n.a.
PH208 Carnoustie, Carnoustie - Park View Primary Care Centre, Barry Road Carnoustie DD7 7RB SCOTLAND Heritable n.a.
PH209 Corbridge, Corbridge Primary Care Centre, Newcastle Road Corbridge NE45 5LG North East Freehold n.a.
PH218 Hetton Le Hole, Hetton Medical Practice, Francis Way Hetton le Hole DH5 9EZ North East Freehold n.a.
PH222 Lynemouth, Lynemouth Medical Centre, Albion Terrace Lynemouth NE61 5SX North East Freehold n.a.
PH223 Malvern, Malvern - Whiteacres Medical Practice, Maple Road, Enigma Business Malvern WR14 1GQ West Midlands Freehold n.a.
Park
PH224 Dundee - Maryfield, Dundee - Maryfield Medical Centre, 28 Mains Loan Dundee DD4 7AA SCOTLAND Heritable n.a.
PH225 Milton Keynes - Village, Milton Keynes - Village, Milton Keynes Village, Milton Keynes MK10 9BQ South East Freehold n.a.
Griffit
PH229 Newcastle Upon Tyne, Prospect House Medical Group, 501 Westgate Road Newcastle upon Tyne NE4 8AY North East Freehold n.a.
PH235 Pontardawe, Pontardawe Health Centre, Tawe Terrace, Pontardawe Swansea SA8 4JU Wales Freehold n.a.
PH237 Pontesbury, Pontesbury - Pontesbury Medical Centre, Hall Bank Pontesbury SY5 0RF West Midlands Freehold n.a.
PH238 Ashington - Seaton Hirst, Seaton Hirst Medical Centre, Norham Road Ashington NE63 0NG North East Freehold n.a.
PH247 Wallasey - Somerville, Somerville Medical Practice, 69 Gorsey Lane Wallasey CH44 5UF North West Freehold n.a.
PH250 West Bromwich, West Bromwich - Lyng Medical Centre, Frank Fisher Way West Bromwich B70 1AW West Midlands Freehold 12/05/2025
PH252 Wigton, Wigton Medical Centre, South End Wigton CA7 9QD North West Freehold n.a.
PH257 New Cumnock, New Cumnock - New Cumnock Surgery, Afton Bridgend New Cumnock KA18 4BA SCOTLAND Heritable n.a.
PH262 Kidderminster, Kidderminster Primary Care Centre, Hume Street Kidderminster DY11 5PA West Midlands Freehold n.a.
PH264 Bristol - Leap Valley, Bristol - Leap Valley, Leap Valley Medical Centre, 48 Bristol BS16 6UG South West Freehold 08/05/2025
Bea
PH267 Thornaby, Thornaby Health Centre, Trenchard Avenue, Thornaby Stockton-on-Tees TS17 0EE North East Freehold n.a.
PH271 Cardiff - Dinas Powys, Cardiff - Dinas Powys Medical Centre, Murch Road Dinas Powys CF64 4RE Wales Freehold 09/05/2025
PH298 Macclesfield - New Alderley, New Alderley House, West Park Drive Macclesfield SK10 3BL North West Freehold n.a.
PH301 Swindon - Islington St, Swindon - Islington Street, Swindon Health Centre, 1 Swindon SN1 2DQ South West Freehold 08/05/2025
Isl
PH302 Syston, Syston Health Centre, Melton Road Syston LE7 2EQ East Midlands Freehold n.a.
PH307 Stenhousemuir, Stenhousemuir - Stenhousemuir Medical Centre, Park Drive Stenhousemuir FK5 3BB SCOTLAND Heritable n.a.
PH308 Wincanton, Wincanton, Wincanton Health Centre, Dykes Way, New Barns Wincanton BA9 9FQ South West Freehold 09/05/2025
PH309 Churchdown, Churchdown, Churchdown Medical Centre, Parton Road Churchdown GL3 2JH South West Leasehold 08/05/2025
PH311 Swindon - Moredon, Moredon Medical Centre, Moredon Road Swindon SN2 2JG South West Freehold 08/05/2025
PH319 Langwith, Whaley Thorns & Langwith MC, 206 Main Road Langwith NG20 9HD East Midlands Freehold n.a.
PH320 Retford, (2) Retford, 26 Riverside Walk Retford DN22 6AA East Midlands Freehold n.a.
PH321 Wednesbury - Darlaston, (4) Darlaston, Pinfold Street Wednesbury WS10 8SY West Midlands Freehold 12/05/2025
PH322 Walsall - Harden, (5) Harden, Harden Road Bloxwich WS3 1ET West Midlands Freehold n.a.
PH323 Bassingham, (6) Bassingham, 20 Torgate Lane Bassingham LN5 9HF East Midlands Freehold n.a.
PH324 Sawston, (7) Sawston, London Road Sawston CB22 3HU London Leasehold n.a.
PH325 Mablethorpe, (8) Mablethorpe, Stanley Avenue Mablethorpe LN12 1DP East Midlands Freehold n.a.
PH326 Battersea - Chatfield, (9) Battersea, 50 Chatfield Road Battersea SW11 3UJ London Leasehold 08/05/2025
PH327 Balham, (10) Balham, 278-280 Balham High Road Balham SW17 7AL London Leasehold 08/05/2025
PH328 Brierley Hill, (12) Withymoor, Squires Court Brierly Hill DY5 3RJ West Midlands Freehold n.a.
PH329 Rothwell, (13) Rothwell, Desborough Road, Rothwell Kettering NN14 6JQ East Midlands Freehold n.a.
PH330 Armthorpe, (14) Armthorpe, Church Street, Armthorpe Doncaster DN3 3AH Yorkshire & Humber Freehold n.a.
PH331 Fleetwood, (15) Fleetwood, Broadway Fleetwood FY7 8GU North West Freehold n.a.
PH332 Bradford - Little Horton, (16) Little Horton, Bradford, 392 Little Horton Lane Bradford BD5 0NX Yorkshire & Humber Freehold n.a.
PH333 Northleach, (17) Northleach, Bassett Road, Northleach Cheltenham GL54 3QJ South West Freehold 08/05/2025
PH334 Hoveton & Wroxham, (18) Hoveton & Wroxham, Stalham Road Hoveton NR12 8DU East of England Freehold n.a.
PH335 Gillingham, (19) Peacemarsh, Marlott Road Gillingham SP8 4FA South West Freehold 09/05/2025
PH336 Swindon - Lawn, (20) Lawn, Guilford Avenue Swindon SN3 1JE South West Freehold 08/05/2025
PH337 East Bergholt, (21) East Bergholt, Heath Road, East Bergholt Colchester CO7 6RT East of England Freehold n.a.
PH338 Ramsbury, (22) Ramsbury, Whittonditch Road, Ramsbury Marlborough SN8 2QT South West Freehold 08/05/2025
PH339 Rugby - Whitehall, (23) Rugby, Lower Hillmorton Road, Morton Gardens Rugby CV21 3AQ West Midlands Freehold n.a.
PH340 Bradwell, (25) Bradwell, Mill Lane, Bradwell Great Yarmouth NR31 8HS East of England Freehold n.a.
PH341 Norwich - Sprowston, (26) Sprowston, Aslake Close Norwich NR7 8TT East of England Freehold n.a.
PH342 Lymington, (28) Lymington, 18 Avenue Road Lymington SO41 9GJ South East Freehold 09/05/2025
PH343 Ringwood - The Close, (29) Ringwood, The Close, Ringwood Hants BH24 1JY South West Leasehold n.a.
PH344 Wisbech, (30) Wisbech, 25 St Augustine's Road Wisbech PE13 3UZ East of England Freehold n.a.
PH345 March, (31) March, 23 Marylebone Road March PE15 8BG East of England Freehold n.a.
PH346 Wareham, (32) Wool, Meadow Lane Wool BH20 6DR South West Leasehold n.a.
PH347 Evesham, (33) Evesham, Abbey Lane Evesham WR11 4BS West Midlands Freehold n.a.
PH348 Bridport, (34) Bridport, West Allignton Bridport DT6 5AA South West Freehold 09/05/2025
PH349 Nottingham - Wollaton Park, (35) Wollaton, 12 Harrow Road Nottingham NG8 1FG East Midlands Freehold n.a.
PH350 Alsager, (36) Alsager, 12 Sandbach Road South Stoke on Trent ST7 2AD West Midlands Freehold n.a.
PH351 Swaffham - Campingland, (37) Swaffam, Beech Close Swaffham PE37 7RD East of England Freehold n.a.
PH352 Strathpeffer, (39) Strathpeffer, School Road Strathpeffer IV14 9AG SCOTLAND Heritable n.a.
PH353 Istead Rise, (40) Istead Rise, Worcester Close, Istead Rise Gravesend DA13 9LB South East Freehold 08/05/2025
PH354 Warwick, (41) Warwick, Narrow Hall Meadow Warwick CV34 6BT West Midlands Freehold n.a.
PH355 Edgware, (42) Edgware, 2 Penshurst Gardens Edgware HA8 9TN London Leasehold 08/05/2025
PH356 Wolverhampton, (44) Wolverhampton, Castlecroft Avenue Wolverhampton WV3 8JN West Midlands Freehold n.a.
PH357 Gosberton, (45) Gosberton, Low Gate, Gosberton Spalding PE11 4NL East Midlands Freehold n.a.
PH358 Lytham, (47) Lytham, Warton Street, Lytham Lytham St Annes FY85EE North West Leasehold n.a.
PH359 Ossett, (50) Ossett, Ossett Health Village Kingsway, Ossett Wakefield WF5 8DF Yorkshire & Humber Freehold n.a.
PH360 Abergele, (51) Abergele Abergele Heritable n.a.
PH361 Bury, (52) Bury, 22 Derby Way Bury BL9 0NJ North West Freehold n.a.
PH362 Ruabon, (53) Ruabon, High Street Ruabon LL14 6NH Wales Freehold n.a.
PH363 Halifax - Boulevard, (54) Halifax Halifax HX1 2ES Yorkshire & Humber Freehold n.a.
PH364 Hounslow - Meadows, (55) Hounslow, Chinchilla Drive Hounslow TW4 7NN London Leasehold 08/05/2025
PH365 Nottingham - Grange Farm, (56) Billborough, Tremayne Road Bilborough NG8 4HQ East Midlands Leasehold n.a.
PH366 Boston - Sleaford Rd, (57) Boston, Sleaford Road Boston East Midlands Freehold n.a.
PH367 Apsley - Lincoln, (58) Apsley, 161 London Road, Apsley Hemel Hempstead HP3 9SQ East of England Freehold n.a.
PH368 Clapham, (59) Clapham, 91 Clapham High Street, Clapham London SW4 7TF London Leasehold 08/05/2025
PH369 Bermondsey, (60) Bermondsey, 50 Old Jamaica Road, Bermondsey London SE16 4BN London Freehold 09/05/2025
PH370 Raynes Park, (61) Raynes Park, 1 Lambton Road, Raynes Park London SW20 0SL London Freehold 08/05/2025
PH371 Wirral - The Warrens, (62) West Wirrall, The Warrens Medical Centre Arrowe Thingwall CH49 5PL North West Freehold n.a.
Park
PH372 Immingham, (63) Immingham, 143 Pelham Road Immingham DN401JW Yorkshire & Humber Freehold n.a.
PH373 Woolwich, (64) Woolwich, Royal Arsenal, 21 Arsenal Way, Woolwich London SE18 6TE London Leasehold 08/05/2025
PH374 Arnold, (65) Arnold, High Street Arnold NG5 7BQ East Midlands Freehold n.a.
PH375 East Cowes, (66) East Cowes, Church Path, East Cowes Isle of Wight PO32 6RP South East Freehold n.a.
PH376 Hirwaun, (67) Hirwaun, High Street, Hirwaun Aberdare CF44 9SL Wales Freehold n.a.
PH377 Methil, (68) Methil, Methil Business Park, Methil Fife KY8 3SR SCOTLAND Heritable n.a.
PH378 Rochdale, (69) Rochdale, 116 Oldham Road Rochdale OL11 1AD North West Freehold n.a.
PH379 Cardiff - Grangetown, (70) Grangetown, 25 Bishop Street Cardiff CF11 6PG Wales Freehold n.a.
PH380 Whitley Bay, (72) Monkseaton, Cauldwell Avenue Whitley Bay NE25 9PH North East Freehold n.a.
PH381 Corby Glen, (73) Corby Glen, Bourne Road, Corby Glen Grantham NG33 4 BB East Midlands Freehold n.a.
PH382 Rhymney, 22 The Lawns Industrial Estate, Tredegar Rhymney NP22 5PW Wales Freehold n.a.
PH383 Uckfield, (075) Uckfield, MV Uckfield South East Heritable n.a.
PH384 Kingston-upon-Thames, (076) Kingston, Skerne Road , Kingston Upon Thames Kingston Upon Thames South East Heritable 08/05/2025
PH385 Tooting, (077) Tooting, 158-162 High Street Tooting SW7 0RT London Freehold 08/05/2025
PH386 Skelton-in-Cleveland, (78) Skelton, Windemere Drive, Saltburn Skelton TS12 2TG Yorkshire & Humber Freehold n.a.
PH387 Middlesbrough - Linthorpe, (79) Middlesborough, 378 Linthorpe Road Middlesbrough TS5 6HA Yorkshire & Humber Freehold n.a.
PH388 Grimsby - Birkwood, (80) Birkwood, Grimsby, Westward Ho Grimsby DN34 5BH Yorkshire & Humber Freehold n.a.
PH389 Ilkeston, (81) Ilkeston, Nottingham Road Ilkeston DE7 5PR East Midlands Freehold n.a.
PH390 Saltburn-by-the-Sea, (82) Saltburn, Bath St Saltburn by the Sea TS12 1BJ North East Freehold n.a.
PH391 Middlewich, (83) Middlewich, St Anns Walk Middlewich CW10 9BE North West Freehold n.a.
PH392 Scholar Green, (84) Scholar Green, Portland Drive, Scholar Green Stoke on Trent ST7 3BT North West Freehold n.a.
PH393 Dibden Purlieu, (85) Dibden Purlieu, Beaulieu Road Southampton SO45 4AJ South East Freehold 09/05/2025
PH394 Horsforth, (86) Horsforth, 2 Broadgate Lane, Horsforth Leeds LS18 4SE Yorkshire & Humber Freehold n.a.
PH395 Ashford, (89) Ashford, Mill Court Ashford TN24 8DN South East Freehold n.a.
PH396 Bathgate, (90) Bathgate, Whitburn Road, Bathgate Lothian EH48 2SS SCOTLAND Heritable n.a.
PH397 Didcot, (92) Didcot, Tyne Avenue Didcot OX11 7GD South East Leasehold n.a.
PH398 Sutton - Old Court House, (95) Sutton, 42 Throwley Way Sutton SM1 2AF London Freehold 08/05/2025
PH399 Glasgow - Crookston, (96) Crookston, 230 Dalmellington Road Glasgow G53 7FY SCOTLAND Heritable n.a.
PH400 Halstead, (97) Halstead, Factory Lane West Halstead CO9 1EX South East Freehold n.a.
PH401 Wood Green, (99) Wood Green, 3-5 Bounds Green Road Wood Green N22 8HE London Freehold 08/05/2025
PH402 Putnoe, (102) Putnoe, 93 Queens Drive Bedford MK41 9JE East of England Freehold n.a.
PH403 Manchester - Borchardt, (103) Withington, 62 Whitchurch Road, Withington Manchester M20 1EB North West Leasehold n.a.
PH404 Pudsey, (104) Pudsey, Robin Lane Pudsey LS28 7DE Yorkshire & Humber Freehold n.a.
PH405 Meltham, (105) Meltham, 1 The Cobbles, Meltham Holmfirth HD9 5QQ Yorkshire & Humber Freehold n.a.
PH406 Wakefield - Maybush, (106) Wakefield, Portobello Road Wakefield WF1 5PN York/Humber Freehold n.a.
PH407 Streatham - Prentis, (107) Streatham, 2 Prentis Road Streatham SW16 1XU London Freehold 08/05/2025
PH408 Thames Ditton, (108) Thames Ditton, 14 Rafael Drive Thames Ditton KT7 0EB South East Freehold 08/05/2025
PH409 Rosyth, (109) Rosyth, 3-5 Jutland Street, Rosyth Dunfermline KY11 2UR SCOTLAND Heritable n.a.
PH410 Cobham, (110) Cobham, Hospital 168 Portsmouth Road Cobham KT11 1HT South East Leasehold 08/05/2025
PH411 Richmond, (111) Richmond, Queens Road Richmond DL10 4UJ Yorkshire & Humber Freehold n.a.
PH412 Frodsham, (112) Frodsham, 2 Princeway Frodsham WA6 6RX North West Leasehold n.a.
PH413 Fleet, (113) Fleet, Church Road Fleet GU51 4PE South East Freehold 08/05/2025
PH414 Eastbourne - Princes Park, (114) Eastbourne, Wartling Road Eastbourne BN22 7PG South East Freehold n.a.
PH416 Cambridge, (116) Cambridge, Eden Hosue 28-29 Bateman Street Cambridge CB2 1LR East of England Leasehold n.a.
PH417 Colchester - Creffield, (117) Colchester, 15 Cavalry Road Colchester CO2 7GH South East Freehold n.a.
PH418 Weston Super Mare - St Georges, (118) Worle, 135 Pastures Avenue, Worle Weston Super Mare BS22 7SB South West Freehold 08/05/2025
PH419 Bradford - Moorside, (119) Bradford, 370 Dudley Hill Road Bradford BD2 3AA Yorkshire & Humber Freehold n.a.
PH420 Thurgoland, (120) Thurgoland, Roper Lane Sheffield S35 7AA Yorkshire & Humber Freehold n.a.
PH421 Kendal, (121) Kendal, The Gillingate Centre, Gillingate Kendal LA9 4JE North West Freehold n.a.
PH422 Northfleet, (122) Northfleet, Fleet Health Campus Vale Road Gravesend DA11 8BZ South East Freehold 08/05/2025
PH423 Mitcham - Ravensbury, (123) Mitcham, Ravensbury Court Mitcham CR4 4DH South East Leasehold 08/05/2025
PH424 Shoreham-by-Sea, (124) Shoreham-by-sea, 193 Upper Shoreham Road Shoreham BN43 6TQ South East Freehold n.a.
PH425 Maidstone - Bower Mount, (125) Maidstone, 1 Bower Mount Road Maidstone ME16 8AX South East Freehold 08/05/2025
PH426 Wiveliscombe, (126) Wiveliscombe, Croft Way, Wiveliscombe Taunton TA4 2BF South West Freehold 09/05/2025
PH427 Grange-over-Sands, (127) Grange-over-Sands, Kent Banks Road Grange over Sands LA11 7DJ North West Leasehold n.a.
PH428 Felixstowe - Grove, (128) Felixstowe, Grove Road Felixstowe IP11 9HD East of England Freehold n.a.
PH429 Rugby - Railway Terrace, (129) Rugby, Dover Close Rugby CV21 3LS West Midlands Freehold n.a.
PH430 Potters Bar, (130) Potters Bar, High Street Potters Bar EN6 5DA East of England Freehold 09/05/2025
PH431 Wigston, (131) Wigston, Wigston Central Surgery 10 Abington Close Wigston LE18 2EW East Midlands Freehold n.a.
PH432 Prenton, (132) Prenton, 1-2 Roman Road, Prenton Birkenhead CH43 3DB North West Freehold n.a.
PH433 Watford - Colne House, (133) Watford, 21 Upton Road Watford WD18 0JL East of England Freehold n.a.
PH434 Ynyshir, (134) Ynyshir, 64 Ynyshir Road Porth CF39 0EN Wales Freehold n.a.
PH435 Buckley, (135) Buckley, Alltami Road Buckley CH7 3PG Wales Freehold n.a.
PH436 Glasgow - Cardonald, (136) Cardonald, 1831 Paisley Road West Glasgow G52 3SS SCOTLAND Heritable n.a.
PH437 Grimsby - Cromwell, (138) Grimsby, 297 Cromwell Road Grimsby DN31 2BH East Midlands Freehold n.a.
PH438 Grimsby - Stirling, (140) Grimsby, Stirling, Stirling Street Grimsby DN31 3AE East Midlands Freehold n.a.
PH439 Holmfirth, (142) Holmfith, Oakland not Elmwood Huddersfield Road Holmefirth HD9 3TS Yorkshire & Humber Freehold n.a.
PH440 Morley, (143) Morley, Little Fountain Street, Morley Leeds LS27 9EN Yorkshire & Humber Freehold n.a.
PH441 Leeds - East Park, (146) Leeds, 5 East Park Road Leeds LS9 9JD Yorkshire & Humber Freehold n.a.
PH442 Peterborough - Boroughbury, (147) Peterborough, Craig Street Peterborough PE1 2EJ East of England Freehold n.a.
PH443 Stevenage, (148) Stevenage, 265 Chells Way Stevenage SG2 0HN East of England Leasehold 09/05/2025
PH444 Plymouth - Devonport, (149) Devonport, 53 Damerel Close, Devonport Plymouth PL1 4JZ South West Freehold n.a.
PH445 Middlesbrough - Borough Rd, (150) Middlesborough, Borough Road Middlesborough TS1 3RX North East Freehold n.a.
PH446 Havant, (151) Havant, Solent Road Havant PO9 1DQ South East Freehold n.a.
PH447 Poringland, (152) Poringland, Hardley Road, Poringland Norwich NR14 7JL East of England Freehold n.a.
PH448 Glynneath, (153) Glynneath Wales Freehold n.a.
PH449 Brynhyfryd, (154) Brynhyfryd Surgery, Brynhyfryd Street, Brynhyfryd Swansea SA5 9EB Wales Freehold n.a.
PH450 Briton Ferry, (155) Briton Ferry, Waterside Medical Practice Brunel Way, Swansea SA11 2FP Wales Leasehold n.a.
Briton
PH451 Streatham - Palace, (156) Streatham - Palace Road, 1 Palace Road Streatham SW2 3DY London Leasehold 08/05/2025
PH452 Northampton - Grange Park, (157) Northampton, Grange Park Wilks Walk Northampton NN4 5DW East Midlands Freehold n.a.
PH453 Kingsbury, (160) Kingsbury, 245 Stag Lane Kingsbury NW9 0EF London Freehold 08/05/2025
PH454 Maidstone - Albion Place, (161) Maidstone, 23-29 Albion Place Maidstone ME14 5DY South East Freehold 08/05/2025
PH455 Benllech, (163) Benllech, Benllech, tyn-y-gongl Benllech LL74 8TF Wales Freehold n.a.
PH456 Wymondham, (164) Wymondham, London Road Wymondham NR18 0AF East of England Freehold n.a.
PH457 Cae Glas, (165) Llanfair Talhaiarn, Cae Glas Llanfair Talhaiarn Abergele LL22 8SQ Wales Freehold n.a.
PH458 Salisbury - Millstream, (166) Salisbury, Millstream House Avon Approach Salisbury SP1 3SL South West Freehold 08/05/2025
PH459 Fakenham, (167) Fakenham, Meditrina House Trinity Road Fakenham NR21 8SY East of England Freehold n.a.
PH460 Brighton - Woodingdean, (168) Woodingdean, Warren Road, Woodingdean Brighton BN2 6BA South East Leasehold n.a.
PH464 Carlisle - Fusehill, (172) Carlisle - Fusehill Carlisle CA1 2HE North West Freehold n.a.
PH466 Cromer, (175) Cromer, Mill Road Cromer NR27 0BG East of England Freehold n.a.
PH467 Brynmawr, (176) Brynmawr, Blaenafon Road Brynmawr NP23 4BR Wales Freehold n.a.
PH468 Watford - Sheepcott, (177) Leavesden, 6 Cunningham Way Watford WD25 7NL East of England Freehold 08/05/2025
PH469 Bloxwich, (178) Bloxwich, Field Road Walsall WS3 3JP West Midlands Freehold n.a.
PH470 Birmingham - Orsborn, (179) Handsworth, 55 Terrace Road Birmingham B19 1BP West Midlands Freehold 12/05/2025
PH471 Lewisham, (180) Lewisham, 21-23 Mordon Hill, Lewisham LONDON SE13 7NN London Inner Freehold 09/05/2025
PH472 Eastbourne - Victoria Gardens, (181) Eastbourne, 153 Victoria Drive Eastbourne BN20 8NH South East Freehold n.a.
PH473 Kew, (182) Kew, Richmond Richmond TW9 4AD South East Leasehold 08/05/2025
PH475 Peterborough - Nightingale, John Mansfield Medical Western Avenue Peterborough PE1 4HX East of England Freehold n.a.
PH476 Carlisle - North, (186) Carlisle - Eden Street, North Carlisle Medical Practic Carlisle CA3 9JZ North West Freehold n.a.
E
PH477 Cleethorpes, (187) Cleethorpes, Cleethorpes Primary Care Centr St Hugh's Cleethorpes DN35 8EE Yorkshire & Humber Freehold n.a.
Avenue
PH478 Derby, (188) Derby, Lister House Surgery, 207 St Thomas Road Derby DE23 8RJ East Midlands Freehold n.a.
PH479 Grimsby - Scartho, (189) Grimsby- Scartho, Scartho Medical Centre Springfield Grimsby DN33 3JF Yorkshire & Humber Freehold n.a.
Ro
PH480 Grimsby - Raj, (190) Grimsby -Laceby Road, Raj Medical Centre 307 Laceby Road Grimsby DN34 5LP Yorkshire & Humber Freehold n.a.
PH481 Harrogate, (191) Harrogate, Mowbray Square Medical Centre Myrtle Square Harrogate HG1 5AR Yorkshire & Humber Freehold n.a.
PH482 Leeds - Crossgates, (192) Leeds Crossgates, Crossgates Medical Centre Station Leeds LS15 8BZ Yorkshire & Humber Freehold n.a.
Ro
PH483 Long Eaton, (193) Long Eaton, Park View Medical Centre Cranfleet Way, Long Nottingham NG10 3RJ East Midlands Freehold n.a.
Eaton
PH484 Middlesbrough - Bluebell, (194) Middlesborough- Acklam, 8SB Trimdon Avenue Middlesborough TS5 8SB North East Freehold n.a.
PH486 Otley, (196) Otley, Westgate Surgery Westgate Otley LS21 3HD Yorkshire & Humber Freehold n.a.
PH487 Windermere, (197) Windermere, Goodly Dale Windemere LA23 2EG North West Freehold n.a.
PH490 Bolton - Waters Meeting, Waters Meeting Health Centre, 95 Water's Meeting Road Bolton BL1 8TT North West Freehold n.a.
PH494 Mountain Ash, Mountain Ash, Mountain Ash Primary Care Centre, Miskin Road Mountain Ash Wales Freehold n.a.
PH495 Llanbradach, Llanbradach Wales Freehold n.a.
PH496 Epsom, Epsom, ASHLEY AVENUE, (SEE BILLINGHURST) EPSOM KT18 5DD South East Freehold 08/05/2025
PH500 Hamilton, Hilltop Surgery, Maidenwell Avenue, Hamilton Leicester LE5 1BJ East Midlands Freehold n.a.
PH501 Haywards Heath - Northlands, Northlands Wood Surgery, 7 Walnut Park Haywards Heath RH16 3TG South East Freehold n.a.
PH506 Louth, Newmarket Medical Practice, 153 Newmarket Louth LN11 9EH East Midlands Freehold n.a.
PH507 Loxwood, Loxwood Surgery, Farm Close Billingshurst RH14 0UT South East Freehold n.a.
PH508 Manchester - Eccles, Monton Medical Centre, Canal Side, Monton Green Eccles M30 8AR North West Freehold n.a.
PH509 Manchester - Swinton, The Lakes Medical Centre, 21 Chorley Road, Swinton Manchester M27 4AF North West Freehold n.a.
PH510 Redcar, Redcar North East Freehold n.a.
PH511 Sheffield - Charnock, Charnock Health PCC, White Lane, Gleadless Sheffield SG12 3GH Yorkshire/Humberside Freehold n.a.
PH512 Sunderland, South Hylton, South Hylton Medical Centre, Union Street, South Sunderland SR4 0LT North East Freehold n.a.
Hylto
PH513 Southampton- Telephone House, Southampton, Telephone House Surgery, 70-75 High Southampton SO14 2NW South East Freehold 09/05/2025
S
PH515 Sutton- Roundshaw, Roundshaw HC Roundshaw South East Freehold 08/05/2025
PH523 Cardiff - Crwys, Crwys Medical Centre, Cardiff, Wedal Rd Cardiff CF14 3QX Wales Freehold 09/05/2025
PH528 Bognor Regis - Berstead Green, Bersted Green Surgery, 32 Durlston Drive Bognor Regis PO22 9TD South East Freehold n.a.
PH529 Boston - Parkside, New - Parkside Surgery, Tawney Street Boston PE21 6PF East Midlands Freehold n.a.
PH530 Two Bridges - Chertsey, Guilford Street Chertsey KT16 9AU North West Freehold 08/05/2025
PH531 Chiswick Medical Centre, 347-353 Chiswick High Road London W4 4HS South East Freehold 08/05/2025
PH532 Strawberry Hill Medical Centre, Old Bath Road Newbury RG14 1JU South East Freehold n.a.
PH534 Newcastle - Benton House, New - Benton House, 136 Sandyford Road Newcastle upon Tyne NE2 1QE North East Freehold n.a.
PH537 Basingstoke - Gillies Health Centre, Gillies Health Centre, Sullivan Road Basingstoke RG22 4EH South East Freehold n.a.
TBC01 Croft (PUC), Barnham Road, Eastergate Chichester PO20 3RP South East Freehold n.a.
TBC03 Kilburn Park Medical Centre, 6 Mile Walk London NW6 5HB South East Freehold n.a.
Appendix 2 General Terms of Business for Valuation Services
General Terms of Business for Valuation Services
Important Notice
If you have any queries relating to this Agreement please let us know as soon
as possible and in any event before signing the Terms of Engagement Letter
and/or giving us instructions to proceed.
Your instructions to proceed (howsoever received, whether orally or in
writing) will constitute your offer to purchase our services on the terms of
the Agreement.
Accordingly, our commencement of work pursuant to your instructions shall
constitute acceptance of your offer and as such establish the contract between
us on the terms of the Agreement.
These General Terms of Business for Valuation Services (the "General Terms"),
the General Scope of Valuation Work (the "General Scope of Work") and our
Terms of Engagement Letter (the "Engagement Letter") together form the
agreement between you and us (the "Agreement"). References to "you", "your"
etc. are to persons or entities who are our client and, without prejudice to
clauses 3 and 4 below, to any persons purporting to rely on our Valuation.
Unless the context otherwise requires, all other terms and expressions used
but not defined herein shall have the meaning ascribed to them in the
Engagement Letter.
When used within these General Terms, the General Scope of Work and/or in the
Engagement Letter, the term "Valuation" shall mean any valuation report,
supplementary report or subsequent/update report, produced pursuant to our
engagement and any other replies or information we produce in respect of any
such report and/or any relevant property. Any words following the terms
"including", "in particular" or any similar expression shall be construed as
illustrative and shall not limit the sense of the words preceding those terms.
All of the terms set out in these General Terms shall survive termination of
the Agreement.
In the event of any inconsistency between these General Terms, the General
Scope of Work and the Engagement Letter, the order of precedence should be as
follows: (1) the Engagement Letter, (2) the General Scope of Work and (3)
these General Terms.
1. Knight Frank
1.1 Knight Frank LLP ("Knight Frank", "our", "us", "we") is a limited
liability partnership with registered number OC305934; this is a corporate
body which has members and not partners.
1.2 Our registered office is at 55 Baker Street, London W1U 8AN where a
list of members may be inspected.
1.3 Any representative of Knight Frank described as partner is either a
member or an employee of Knight Frank and is not a partner in a partnership.
The term partner has been retained because it is an accepted way of referring
to senior professionals. The term "Knight Frank Person" shall, when used
herein, mean any member, employee, "partner" or consultant of Knight Frank.
1.4 Our VAT registration number is 438 2690 74.
1.5 The details of our professional indemnity insurance will be provided
to you on request.
1.6 Knight Frank LLP is regulated by RICS for the provision of surveying
services. This means we agree to uphold the RICS Rules of Conduct for Firms
and all other applicable mandatory professional practice requirements of RICS,
which can be found at www.rics.org (www.rics.org) . As an RICS regulated firm
we have committed to cooperating with RICS in ensuring compliance with its
standards. The firm's nominated RICS Responsible Principal is Philip Gardner,
Chief Risk Officer (rics.principal@knightfrank.com).
1.7 Any Valuation provided by us may be subject to monitoring under RICS
Valuer Registration. In accordance with our obligations it may be necessary to
disclose valuation files to RICS. By instructing us you give us your
permission to do so. Where possible we will give you prior notice before
making any such disclosure, although, this may not always be possible. We will
use reasonable endeavours to limit the scope of any such disclosure and to
ensure any disclosed documents are kept confidential.
1.8 Valuations will be carried out in accordance with the relevant
edition of the RICS valuation standards, the RICS Red Book (the "Red Book"),
by valuers who conform to its requirements and with regard to relevant
statutes or regulations.
1.9 As required by RICS, a copy of our complaints procedure is available
on request. Please contact complaints@knightfrank.com if you would like to
make a complaint.
1.10 Knight Frank LLP is a member of an international network of independent
firms which may use the "Knight Frank" name and/or logos as part of their
business name and operate in jurisdictions outside the United Kingdom (each
such firm, an "Associated Knight Frank Entity").
1.11 Unless specifically agreed otherwise, in writing, between you and us:
(i) no Associated Knight Frank Entity is our agent or has authority to enter
into any legal relations and/or binding contracts on our behalf; and (ii) we
will not supervise, monitor or be liable for any Associated Knight Frank
Entity or for the work or actions or omissions of any Associated Knight Frank
Entity, irrespective of whether we introduced the Associated Knight Frank
Entity to you.
1.12 You are responsible for entering into your own agreement with any
relevant Associated Knight Frank Entity.
1.13 This document has been originally prepared in the English language. If
this document has been translated and to the extent there is any ambiguity
between the English language version of this document and any translation
thereof, the English language version as prepared by us shall take precedence.
2. Governing law and jurisdiction
2.1 The Agreement and any dispute or claim (including non-contractual
disputes or claims) arising out of or in connection with it or its subject
matter or formation or any Valuation shall be governed by and construed in
accordance with English law.
2.2 The courts of England and Wales shall have exclusive jurisdiction to
settle any dispute or claim (including non-contractual disputes or claims)
arising out of or in connection with this Agreement or its subject matter or
formation or any Valuation. This will apply wherever the relevant property
or the client, or any relevant third party, is located or the service is
provided.
3. Limitations on liability
3.1 Subject to clause 3.8, our maximum total liability in connection
with or arising out of this Agreement and/or its subject matter and/or the
Valuation is limited to the higher of £250,000 or fifty times our fee as set
out in the Engagement Letter.
3.2 Subject to clause 3.8, we will not be liable for any loss of
profits, loss of data, loss of chance, loss of goodwill, or any indirect or
consequential loss of any kind.
3.3 Our liability to you shall be reduced to the extent that we prove
that we would have been able to claim a contribution pursuant to the Civil
Liability (Contribution) Act 1978 from one or more of the other professionals
instructed by you in relation to any relevant property and/or the Purpose (and
in each case if, as a result of an exclusion or limitation of liability in
your agreement with such professional, the amount of such contribution would
be reduced, our liability to you shall be further reduced by the amount by
which the contribution we would be entitled to claim from such professional is
reduced).
3.4 Subject to clause 3.8, any limitation on our liability will apply
however such liability is or would otherwise have been incurred, whether in
contract, tort (including negligence), for breach of statutory duty, or
otherwise.
3.5 Except as set out in clauses 3.6 and 4.7 and 4.8 below no third
party shall have any right to enforce any of the terms of this Agreement,
whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
3.6 No claim arising out of or in connection with this Agreement may be
brought against any Knight Frank Person. Those individuals will not have a
personal duty of care to you or any other person and any such claim for losses
must be brought against Knight Frank. Any Knight Frank Person may enforce
this clause under the Contracts (Rights of Third Parties) Act 1999 but the
terms of this Agreement may be varied by agreement between the client and
Knight Frank at any time without the need for any Knight Frank Person to
consent.
3.7 No claim, action or proceedings arising out of or in connection with
the Agreement and/or any Valuation shall be commenced against us after the
expiry of the earlier of (a) six years from the Valuation Date (as set-out in
the relevant Valuation) or (b) any limitation period prescribed by law.
3.8 Whether or not specifically qualified by reference to this clause,
nothing in the Agreement shall exclude or limit our liability in respect of
fraud, or for death or personal injury caused by our negligence or negligence
of those for whom we are responsible, or for any other liability to the extent
that such liability may not be so excluded or limited as a matter of
applicable law.
4. Purpose, reliance and disclosure
4.1 The Valuation is prepared and provided solely for the stated
purpose. Unless expressly agreed by us in writing, it cannot be relied upon,
and must not be used, for any other purpose and, subject to clause 3.8, we
will not be liable for any such use.
4.2 Without prejudice to clause 4.1 above, the Valuation may only be
relied on by our Client. Unless expressly agreed by us in writing the
Valuation may not be relied on by any third party and we will not be liable
for any such purported reliance.
4.3 Subject to clause 4.4 below, the Valuation is confidential to our
Client and must not be disclosed, in whole or in part, to any third party
without our express written consent (to be granted or withheld in our absolute
discretion). Subject to clause 3.8, no liability is accepted to any third
party for the whole or any part of any Valuation disclosed in breach of this
clause.
4.4 Notwithstanding any statement to the contrary in the Agreement, you
may disclose documents to the minimum extent required by any court of
competent jurisdiction or any other competent judicial or governmental body or
the laws of England.
4.5 Neither the whole nor any part of the Valuation and/or any reference
thereto may be included in any published document, circular or statement nor
published in any way whatsoever whether in hard copy or electronically
(including on any website) without our prior written consent and approval of
the form and context in which it may appear.
4.6 Where permission is given for the publication of a Valuation neither
the whole nor any part thereof, nor any reference thereto, may be used in any
publication or transaction that may have the effect of exposing us to
liability for actual or alleged violations of the Securities Act 1933 as
amended, the Securities Exchange Act of 1934 as amended, any state Blue Sky or
securities law or similar federal, state provincial, municipal or local law,
regulation or order in either the United States of America or Canada or any of
their respective territories or protectorates (the "Relevant Securities
Laws"), unless in each case we give specific written consent, expressly
referring to the Relevant Securities Laws.
4.7 You agree that we, and/or any Knight Frank Person, may be
irreparably harmed by any breach of the terms of this clause 4 and that
damages may not be an adequate remedy. Accordingly, you agree that we and/or
any Knight Frank Person may be entitled to the remedies of injunction or
specific performance, or any other equitable relief, for any anticipated or
actual breach of this clause.
4.8 You agree to indemnify and keep fully indemnified us, and each
relevant Knight Frank Person, from and against all liabilities, claims, costs
(including legal and professional costs), expenses, damages and losses arising
from or in connection with any breach of this clause 4 and/or from the actions
or omissions of any person to whom you have disclosed (or otherwise caused to
be made available) our Valuation otherwise than in accordance with this clause
4.
4.9 You warrant and represent that all information provided to us shall
be accurate, complete and up-to-date and can be relied upon by us for the
purposes of the Agreement and you shall be liable to us or any other third
party for any such information provided by you that is not accurate, complete
or up-to-date.
5. Severance
If any provision of the Agreement is invalid, illegal or unenforceable, the
parties shall negotiate in good faith to amend such provision so that, as
amended, it is legal, valid and enforceable and, to the greatest extent
possible, achieves the intended commercial result of the original provision.
If express agreement regarding the modification or meaning or any provision
affected by this clause is not reached, the provision shall be deemed modified
to the minimum extent necessary to make it valid, legal and enforceable. If
such modification is not possible, the relevant provision shall be deemed
deleted. Any modification to or deletion of a provision under this clause
shall not affect the validity and enforceability of the rest of this
Agreement.
6. Entire agreement
6.1 The Agreement, together with any Valuation produced pursuant to it
(the Agreement and such documents together, the "Contractual Documents")
constitute the entire agreement between you and us and supersedes and
extinguishes all previous agreements, promises, assurances, warranties,
representations and understandings between you and us, whether written or
oral, relating to its subject matter.
6.2 Subject to clause 3.8 above, you agree that in entering into the
Agreement you do not rely on, and shall have no remedies in respect of, any
statement, representation, assurance or warranty (whether made innocently or
negligently) that is not expressly set out in the Contractual Documents. You
further agree that you shall have no claim for innocent or negligent
misrepresentation based on any statement set out in the Contractual Documents.
6.3 The Engagement Letter, the General Scope of Work and these General
Terms shall apply to and be incorporated in the contract between us and will
prevail over any inconsistent terms or conditions contained or referred to in
your communications or publications or which would otherwise be implied.
Your standard terms and conditions (if any) shall not govern or be
incorporated into the contract between us.
6.4 Subject to clause 3.8 and clause 6, no addition to, variation of,
exclusion or attempted exclusion of any of the terms of the Contractual
Documents will be valid or binding unless recorded in writing and signed by
duly authorised representatives on behalf of the parties.
7. Assignment
You shall not assign, transfer, mortgage, charge, subcontract, declare a trust
over or deal in any other manner with any of the rights and obligations under
the Agreement without our prior written consent (such consent to be granted or
withheld in our absolute discretion).
8. Force majeure
Neither party shall be in breach of this Agreement nor liable for delay in
performing, or failure to perform, any of its obligations under this Agreement
if such delay or failure results from events, circumstances or causes beyond
its reasonable control.
9. Our fees
9.1 Without prejudice to clause 9.3 below, you become liable to pay our
fees upon issuance of the Valuation. For the avoidance of doubt, unless
expressly agreed otherwise in writing, the payment of our fees is not
conditional on any other events or conditions precedent.
9.2 If any invoice remains unpaid after 30 days of the date on which it
is presented, we reserve the right to charge interest, calculated daily, from
the date when payment was due until payment is made at 4% above the then
prevailing bank base rate of National Westminster Bank PLC or (if higher) at
the rate provided for under the Late Payment of Commercial Debts (Interest)
Act 1998 and its regulations (if applicable).
9.3 If we should find it necessary to use legal representatives or
collection agents to recover monies due, you will be required to pay all costs
and disbursements so incurred.
9.4 If before the Valuation is concluded you end this instruction, we
will charge abortive fees (calculated on the basis of a proportion of the
total fee by reference to reasonable time and expenses incurred), with a
minimum charge of 50% of the full fee if we have already inspected the
property (or any property, if the instruction relates to more than one).
9.5 If you delay the instruction by more than 30 days or materially
alter the instruction so that additional work is required at any stage or if
we are instructed to carry out additional work that we consider (in our
reasonable opinion) to be either beyond the scope of providing the Valuation
or to have been requested after we have finalised our Valuation (including,
but not limited to, commenting on reports on title), we will charge additional
fees for this work. Such additional fees will be calculated on the basis of a
proportion of the total fee by reference to reasonable time and expenses
incurred.
9.6 Where we agree to accept payment of our fees from a third party,
such fees remain due from you until payment is received by us.
9.7 Any fee paid in advance for our services will not be held by us as
client's money pending the completion of our service to you and it will not be
subject to the RICS Clients' Money Protection Scheme.
10. Anti-bribery, corruption & Modern Slavery
10.1 We agree that throughout the term of our appointment we shall:
10.2 comply with all applicable laws, statutes, regulations, and codes
relating to anti-bribery and anti-corruption including but not limited to the
Bribery Act 2010, (the "Relevant Requirements");
10.3 not engage in any activity, practice or conduct which would constitute
an offence under sections 1,2 or 6 of the Bribery Act 2010 if such activity,
practice or conduct had been carried out in the UK;
10.4 maintain anti-bribery and anti-corruption policies to comply with the
Relevant Requirements and any best practice relating thereto; and
10.5 promptly report to you any request or demand for any undue financial or
other advantage of any kind in connection with the performance of our services
to you.
10.6 We take all reasonable steps to ensure that we conduct our business in
a manner that is consistent with our Anti-slavery Policy and comply with
applicable anti-slavery and human trafficking laws, statutes, regulations and
codes from time to time in force including the Modern Slavery Act 2015.
11. Data Protection
11.1 Data Protection Legislation means the Data Protection Act 2018, the EU
Data Protection Directive 95/46/EC, the Regulation of Investigatory Powers Act
2000, the Telecommunications (Lawful Business Practice) (Interception of
Communications) Regulations 2000 (SI 2000/2699), the Electronic Communications
Data Protection Directive 2002/58/EC, the Privacy and Electronic
Communications (EC Directive) Regulations 2003 and all applicable laws and
regulations relating to processing of personal data and privacy, including
where applicable the guidance and codes of practice issued by the Information
Commissioner's Office. (ICO). The terms "Personal Data", "Data Processor"
and "Data Subject" shall have the meanings ascribed to them in the Data
Protection Legislation.
11.2 You and we shall comply with applicable requirements of the Data
Protection Legislation.
11.3 Without prejudice to the generality of the foregoing, you will not
provide us with Personal Data unless the Agreement requires the use of it,
and/or we specifically request it from you. By transferring any Personal Data
to us you warrant and represent that you have the necessary authority to share
it with us and that the relevant Data Subjects have been given the necessary
information regarding its sharing and use.
11.4 We may transfer Personal Data you share with us to other Associated
Knight Frank Entities and/or group undertakings. Some of these recipients may
be located outside of the European Economic Area. We will only transfer such
Personal Data where we have a lawful basis for doing so and have complied with
the specific requirements of the Data Protection Legislation.
11.5 Full details of how we use Personal Data can be found in our Privacy
Statement at http://www.knightfrank.com/legals/privacy-statement
(http://www.knightfrank.com/legals/privacy-statement) .
Appendix 3 General Scope of Valuation Work
General Scope of Valuation Work
As required by the RICS Valuation - Global Standards (the "Red Book") this
General Scope of Valuation Work describes information we will rely on, the
investigations that we will undertake, the limits that will apply to those
investigations and the assumptions we will make, unless we are provided with
or find information to the contrary.
Definitions
"Assumption" is something which it is agreed the valuer can reasonably accept
as being true without specific investigation or verification.
"Property" is the interest which we are instructed to value in land
including any buildings or other improvements constructed upon it.
"Valuation" shall mean any valuation report, supplementary report or
subsequent/update report, produced pursuant to this engagement and any other
replies or information we produce in respect of any such report and/or any
relevant property.
12. Property to be valued
12.1 We will exercise reasonable care and skill (but will not have an
absolute obligation to you) to ensure that the Property, identified by the
address provided in your instructions, is the Property inspected by us and
included within our Valuation. If there is ambiguity as to the Property
address, or the extent of the Property to be valued, this should be drawn to
our attention in your instructions or immediately upon receipt of our
Valuation.
12.2 We will rely upon information provided by you or your legal advisers
relating to the Property to be valued, including any tenancies, sub-tenancies
or other third-party interests. Any information on title and tenure we are
provided with by a third party during the course of our investigations will be
summarised in our Valuation but will be subject to verification by your legal
advisers. We will be under no obligation to make any searches of publicly
available land registers. We will not make or commission any investigations
to verify any of this information. In particular, we will not investigate or
verify that :
(a) all title information relied upon and referred to in our Valuation is
complete and correct,
(b) all documentation is satisfactorily drawn,
(c) there are no undisclosed onerous conditions or restrictions that could
impact on the marketability of the Property valued, and
(d) there is no material litigation pending, relating to the Property
valued.
12.3 Where we provide a plan of the Property in our Valuation this is for
identification only. While the plan reflects our understanding based on the
information provided to us it must not be relied upon to define boundaries,
title or easements.
12.4 Our Valuation will include those items of plant and machinery normally
considered to be part of the service installations to a building and which
would normally pass with the Property on a sale or letting. We will exclude
all other items of process plant, machinery, trade fixtures and equipment,
chattels, vehicles, stock and loose tools, and any tenant's fixtures and
fittings.
12.5 Unless agreed otherwise in writing we will neither investigate nor
include in our Valuation any unproven or unquantified mineral deposits, felled
timber, airspace or any other matter which may or may not be found to be part
of the Property but which would not be known to a buyer or seller on the
valuation date.
12.6 Unless agreed otherwise our Valuation will make the Assumption that all
parts of the Property occupied by the current owner on the valuation date
would be transferred with vacant possession and any tenancies, sub-tenancies
or other third party interests existing on the valuation date will continue.
12.7 Where requested legal title and tenancy information is not provided in
full, in the absence of any information provided to the contrary, our
Valuation will make the Assumption that the subject Property has good title
and is free from any onerous restrictions and/or encumbrances or any such
matter which would diminish its value.
13. Portfolios
13.1 Where instructed to value a portfolio of properties, unless
specifically agreed with you otherwise, we will value each Property separately
on the basis that it is offered individually to the market.
14. Building specification and condition
14.1 We will note the general condition of any building and any building
defect brought to our attention and reflect this in our Valuation. We will
not undertake a detailed investigation of the materials or methods of
construction or of the condition of any specific building element. We will
not test or commission a test of service installations. Unless we become
aware during our normal investigations of anything to the contrary and mention
this in our Valuation, our Valuation will, make the Assumption that:
(a) any building is in a condition commensurate with its age, use and design
and is free from significant defect,
(b) no construction materials have been used that are deleterious, or likely
to give rise to structural defects,
(c) no potentially hazardous or harmful materials are present, including
asbestos,
(d) all relevant statutory requirements relating to use, construction and
fire safety have been complied with,
(e) any building services, together with any associated computer hardware
and software, are fully operational and free from impending breakdown or
malfunction and
(f) the supply to the building of electricity, data cable network and
water, are sufficient for the stated use and occupancy.
14.2 If you require information on the structure or condition of any
building our specialist building surveyors can provide a suitable report.as a
separate service.
15. Environment and sustainability
15.1 Our Valuation will reflect the market's perception of the environmental
performance of the Property and any identified environmental risks as at the
valuation date. This may include reflecting information you provide to us
that has been prepared by suitably qualified consultants on compliance of
existing or proposed buildings with recognised sustainability metrics. Where
appropriate we will research any freely available information issued by public
bodies on the energy performance of existing buildings.
15.2 We will investigate whether the Property has a current Energy
Performance Certificate on the relevant government register and report our
findings. As part of our valuation service we will not advise on the extent
to which the Property complies with any other Environmental, Social or
Governance (ESG) metrics or to what extent the building, structure, technical
services, ground conditions, will be impacted by future climate change events,
such as extreme weather, or legislation aimed at mitigating the impact of such
events. If required KF may be able to advise on ESG considerations and their
long-term impact on a Property as a separate service.
16. Ground conditions and contamination
16.1 We may rely on any information you provide to us about the findings and
conclusions of any specialist investigations into ground conditions or any
contamination that may affect the Property. Otherwise our investigations
will be limited to research of freely available information issued by
Government Agencies and other public bodies for flood risk, recorded mining
activity and radon. We will also record any common sources or indicators of
potential contamination observed during our inspection.
16.2 Unless specifically instructed by you to do so, we will not commission
specialist investigations into past or present uses either of the Property or
any neighbouring property to establish whether there is contamination or
potential for contamination, or any other potential environmental risk.
Neither will we be able to advise on any remedial or preventive measures.
16.3 We will comment on our findings and any other information in our
possession or discovered during our investigations in our Valuation.
16.4 Unless we become aware of anything to the contrary and mention this in
our Valuation, for each Property valued our Valuation will make the Assumption
that:
(a) the site is physically capable of development or redevelopment, when
appropriate, and that no extraordinary costs will be incurred in providing
foundations and infrastructure,
(b) there are no archaeological remains on or under the land which could
adversely impact on value,
(c) the Property is not adversely affected by any form of pollution or
contamination,
(d) there is no abnormal risk of flooding,
(e) there are no high voltage overhead cables or large electrical supply
equipment affecting the Property
(f) the Property does not have levels of radon gas that will require
mitigation work, and
(g) there are no invasive species present at the Property or within close
proximity to the Property.
(h) There are no protected species which could adversely affect the use of
the Property.
17. Planning and highway enquiries
17.1 We may research freely available information on planning history and
relevant current policies or proposals relating to any Property being valued
using the appropriate local authority website. We will not commission a
formal local search. Our Valuation will make the Assumption that any
information obtained will be correct, but our findings should not be relied on
for any contractual purpose.
17.2 Unless we obtain information to the contrary, Our Valuation will make
the Assumption that:
(a) the use to which the Property is put is lawful and that there is no
pending enforcement action,
(b) there are no local authority proposals that might involve the use of
compulsory purchase powers or otherwise directly affect the Property.
17.3 We do not undertake searches to establish whether any road or pathways
providing access to the Property are publicly adopted. Unless we receive
information to the contrary or have other reason to suspect an adjoining road
or other access route is not adopted, our Valuation will make the Assumption
that all such routes are publicly adopted.
18. Other statutory and regulatory requirements
18.1 A property owner or occupier may be subject to statutory regulations
depending on their use. Depending on how a particular owner or occupier uses
a building, the applicable regulations may require alterations to be made to
buildings. Our valuation service does not include identifying or otherwise
advising on works that may be required by a specific user in order to comply
with any regulations applicable to the current or a proposed use of the
Property. Unless it is clear that similar alterations would be required by
most prospective buyers in the market for a property, our Valuation will make
the Assumption that no work would be required by a prospective owner or
occupier to comply with regulatory requirements relating to their intended
use.
18.2 We will not investigate or comment on licences or permits that may be
required by the current or any potential users of the Property relating to
their use or occupation.
19. Measurements
19.1 Where building floor areas are required for our valuation, unless we
have agreed to rely on floor areas provided by you or a third party, we will
take measurements and calculate the appropriate floor areas for buildings in
accordance with the RICS Property Measurement Professional Standard. These
measurements will either be wholly taken by us during our inspection or from
scaled drawings provided to us and checked by sample measurements on site.
The floor areas will be within a tolerance that is appropriate having regard
to the circumstances and purpose of the valuation instruction.
19.2 Where required, any site areas will be calculated from our
understanding of the boundaries using digital mapping technology, subject to
clause 1.3 above.
20. Investment properties
20.1 Where the Property valued is subject to a tenancy or tenancies, we will
have regard to the market's likely perception of the financial status and
reliability of tenants in arriving at our valuation. We will not undertake
detailed investigations into the financial standing of any tenant. Unless
advised by you to the contrary our Valuation will be make the Assumption that
there are no material rent arrears or breaches of other lease obligations.
21. Development properties
21.1 If we are instructed to value Property for which development,
redevelopment or substantial refurbishment is proposed or in progress, we
strongly recommend that you supply us with build cost and other relevant
information prepared by a suitably qualified construction cost professional,
such as a quantity surveyor. We shall be entitled to rely on such
information in preparing our valuation. If a professional estimate of build
costs is not made available, we will rely on published build cost data but
this must be recognised as being less reliable as it cannot account for
variations in site conditions and design. This is particularly true for
refurbishment work or energy efficiency and environmental upgrades. In the
absence of a professionally produced cost estimate for the specific project we
may need to qualify our report and the reliance that can be placed on our
valuation.
21.2 For Property in the course of development, we will reflect the stage
reached in construction and the costs remaining to be spent at the date of
valuation. We will have regard to the contractual liabilities of the
parties involved in the development and any cost estimates that have been
prepared by the professional advisers to the project. For recently completed
developments we will take no account of any retentions, nor will we make
allowance for any outstanding development costs, fees, or other expenditure
for which there may be a liability.
22. VAT, taxation and costs
22.1 The reported valuation will be our estimate of the price that would be
agreed with no adjustment made for costs that would be incurred by the parties
in any transaction, including any liability for VAT, stamp duty or other
taxes. It is also gross of any mortgage or similar financial encumbrance.
23. Property insurance
23.1 Except to the limited extent provided in clause 3 and clause 4 above we
do not investigate or comment on how potential risks would be viewed by the
insurance market. Our Valuation will be on the Assumption that each Property
would, in all respects, be insurable against all usual risks including fire,
terrorism, ground instability, extreme weather events, flooding and rising
water table at normal, commercially acceptable premiums.
24. Reinstatement cost estimates
24.1 We can only accept a request to provide a building reinstatement cost
estimate for insurance purposes alongside our Valuation of the Property
interest on the following conditions:
(a) the assessment provided is indicative, without liability and only for
comparison with the current sum insured, and
(b) The building is not specialised or listed as being of architectural or
historic importance.
24.2 Otherwise we can provide an assessment of the rebuilding cost by our
specialist building surveyors as a separate service.
25. Legal advice
25.1 We are appointed to provide valuation opinion(s) in accordance with our
professional duties as valuation surveyors. The scope of our service is
limited accordingly. We are not qualified legal practitioners and we do not
provide legal advice. If we indicate what we consider the effect of any
provision in the Property's title documents, leases or other legal
requirements may have on value, we strongly recommend that this be reviewed by
a qualified lawyer before you take any action relying on our valuation.
26. Loan security
26.1 If we are requested to comment on the suitability of the Property as a
loan security we are only able to comment on any risk to the reported value
that is inherent in either its physical attributes or the interest valued.
We will not comment on the degree and adequacy of capital and income cover for
an existing or proposed loan or on the borrower's ability to service payments.
Appendix 5
Definitions
The following definitions apply throughout this document unless the context
otherwise requires:
"2024 Assura Annual Report" the annual report and audited accounts of the Assura Group for the year ended
31 March 2024
"Acceptance Condition" the level of acceptances for the Offer received by PHP to allow PHP to declare
the Offer unconditional as described in Appendix 1 of this Announcement
"Admission Condition" has the meaning given in Appendix 1 to this Announcement
"Announcement" this Announcement made pursuant to Rule 2.7 of the Takeover Code
"associated undertaking" shall be construed in accordance with paragraph 19 of Schedule 6 to The Large
and Medium sized Companies and Groups (Accounts and Reports) Regulations 2008
(SI 2008/410) but for this purpose ignoring paragraph 19(1)(b) of Schedule 6
to those regulations
"Assura April Dividend" the declared quarterly dividend of 0.84 pence per Assura Share paid on 9 April
2025 prior to the announcement of PHP's possible offer for Assura
"Assura Board" or "Assura Directors" the directors of Assura
"Assura Dividends" together, the Assura April Dividend and the Assura July Dividend
"Assura Group" Assura and its subsidiary undertakings and where the context permits, each of
them
"Assura July Dividend" the quarterly dividend on each Assura Share expected to be paid on 9 July 2025
up to a maximum amount of 0.84 pence per share
"Assura Share Plans" each of: (i) the Assura performance share plan, as amended from time to time;
(ii) any deferred share bonus arrangements pursuant to which deferred Assura
Share awards have been granted; and (iii) the Assura share incentive plan, in
each case as amended from time to time
"Assura Shareholder(s)" holders of Assura Shares
"Assura Share(s)" the existing unconditionally allotted or issued and fully paid ordinary shares
of 10 pence each in the capital of Assura and any further shares which are
unconditionally allotted or issued before the Offer closes (or before such
earlier date as PHP, subject to the Takeover Code, may determine, not being
earlier than the Unconditional Date) but excluding any such shares held or
which becomes held in treasury
"Business Day" a day, not being a public holiday in the UK and South Africa, a Saturday or
Sunday, on which clearing banks in London and Johannesburg are open for normal
business
"certificated" or "certificated form" in relation to a share or other security, a share or other security title to
which is recorded in the relevant register of the share or other security as
being held in certificated form (that is, not in CREST)
"Clean Team Agreement" the clean team agreement dated 23 April 2025 entered into between PHP and
Assura to ensure that the exchange and/or disclosure of certain materials
relating to the parties which is confidential and may be competitively
sensitive only takes place between their respective external regulatory
counsel and external experts, and does not diminish in any way the
confidentiality of such materials and does not result in a waiver of
privilege, right or immunity that might otherwise be available
"Closing Price" the closing middle market quotation of a share derived from the Daily Official
List on any particular date
"CMA" Competition and Markets Authority
"Combination" the proposed acquisition by PHP of the entire issued, and to be issued, share
capital of Assura by means of the Offer, or should PHP so elect with the
consent of the Panel, by means of a Scheme and, where the context admits, any
subsequent revision, variation, extension or renewal thereof
"Combined Circular and Prospectus" the combined circular and prospectus to be published by PHP and to be sent to
PHP Shareholders outlining, amongst other things, the Combination and
containing the notice convening the PHP General Meeting and information on
PHP, the Combined Group and the New PHP Shares
"Combined Group" the Assura Group and the PHP Group following completion of the Combination
"Companies Act" the Companies Act 2006, as amended from time to time
"Condition" each of the conditions listed in Part A of Appendix 1 and any reference to a
numbered Condition shall be a reference to the Condition set out in the
paragraph of Part A of Appendix 1 bearing such number
"Confidentiality Agreements" the non-disclosure agreements dated 14 March 2025 and 8 April 2025 entered
into between PHP and Assura pursuant to which each of PHP and Assura has
undertaken with the other, among other things, to keep certain information
relating to the Combination and the other party confidential and not to
disclose it to third parties (other than to permitted parties) unless required
by law or regulation
"Consortium" the consortium formed between (i) Kohlberg Kravis Roberts & Co. L.P. and
its affiliates and (ii) Stonepeak Partners LP and its affiliates
"Consortium's Cash Offer" the all cash offer made by the Consortium for the Assura Shares pursuant to a
2.7 announcement dated 9 April 2025
"Court" the High Court of Justice in England and Wales
"Court Meeting" if the Combination is to be implemented by means of a Scheme, the meeting of
Assura Shareholders (or the relevant classes thereof) to be convened at the
direction of the Court pursuant to Part 26 of the Companies Act at which a
resolution will be proposed to approve the Scheme (with or without amendment),
including any adjournment, postponement or reconvening thereof
"CREST" the relevant system (as defined in the Regulations) in respect of which
Euroclear is the operator (as defined in CREST)
"Daily Official List" the Daily Official List published by the London Stock Exchange
"Day 60" the 60th day following the publication of the Offer Document, or such other
date as may otherwise be set as being such day of the timetable of the Offer
in accordance with the Takeover Code
"Dealing Disclosure" an announcement by a party to an offer or a person acting in concert as
required by Rule 8 of the Takeover Code
"Disclosed" the information disclosed by or on behalf of Assura: (i) in the 2024 Assura
Annual Report; (ii) in this Announcement; (iii) in any other announcement to a
Regulatory Information Service prior to the publication of this Announcement;
and (iv) fairly, in writing (including via the virtual data room operated by
or on behalf of Assura in respect of the Combination) or orally in meetings
and calls by Assura management prior to the date of this Announcement to PHP
or PHP's advisers (in their capacity as such)
"Disclosure Guidance and Transparency Rules" the Disclosure Guidance and Transparency Rules sourcebook issued by the FCA
"EBT" PHP's employee benefit trust
"Enterprise Act" Enterprise Act 2002
"EPRA" European Public Real Estate Association
"Euroclear" Euroclear UK & International Limited
"Facilities Agreement" the facilities agreement dated 16 May 2025 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 total aggregate commitments of
£1,225,000,000
"FCA" the Financial Conduct Authority or its successor from time to time
"FCA Handbook" the FCA's Handbook of rules and guidance as amended from time to time
"Form(s) of Acceptance" the form(s) of acceptance and authority relating to the Offer to be dispatched
to Assura Shareholders with the Offer Document
"Form of Election" the form of election for use by an eligible Assura Shareholder who holds
Assura Shares in certificated form in relation to the Mix and Match Facility
"General Meeting" if the Combination is to be implemented by means of a Scheme, the general
meeting of Assura Shareholders to be convened to consider and if thought fit
pass, inter alia, the Resolutions (with or without amendment) in relation to
the Scheme including any adjournments, postponement or reconvening thereof
"Johannesburg Stock Exchange" or "JSE" the JSE Limited, a public company incorporated in accordance with the laws of
South Africa and licensed as an exchange under the South African Financial
Markets Act, 19 of 2012, or the securities exchange operated by JSE Limited,
as the context indicates
"JSE Listing Requirements" the Listing Requirements issued by the Johannesburg Stock Exchange from time
to time
"Latest Practicable Date" 15 May 2025, being the latest practicable date prior to the publication of
this Announcement
"LEI" legal entity identifier
"London Stock Exchange" the London Stock Exchange plc or its successor
"Long Stop Date" 16 December 2025, or such later date as may be agreed by PHP and, if required,
the Panel may allow
"Main Market" the London Stock Exchange's main market for listed securities
"Market Abuse Regulation" Regulation (EU) 596/2014, as it forms part of domestic law of the United
Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended from
time to time
"Meetings" if the Combination is to be implemented by means of a Scheme, the Court
Meeting and the General Meeting
"Mix and Match Facility" the facility under which eligible Assura Shareholders (other than those who
are Restricted Overseas Persons) are entitled to elect to vary the proportions
in which they receive New PHP Shares and in which they receive cash in respect
of their holdings of Assura Shares to the extent that other such eligible
Assura Shareholders make off-setting elections
"MSCI UK" the MSCI United Kingdom Index
"NAV" net asset value
"New PHP Shares" the new PHP Shares to be issued in connection with the Combination
"NHS" the National Health Service of the United Kingdom
"NTA" net tangible assets
"Offer" should the Combination be implemented by way of a contractual takeover offer
as provided for in Chapter 3 of Part 28 of the Companies Act, the offer to be
made by or on behalf of PHP to acquire the entire issued, and to be issued,
share capital of Assura, and, where the context admits, any subsequent
revision, variation, extension or renewal of such offer
"Offer Document" should the Combination be implemented by means of the Offer, the document to
be sent to Assura Shareholders which will contain, amongst other things, the
terms and conditions of the Offer
"Offer Period" the offer period (as defined in the Takeover Code) relating to Assura which
commenced on 14 February 2025
"Official List" the official list of the FCA
"Opening Position Disclosure" an announcement pursuant to Rule 8 of the Takeover Code containing details of
interests or short positions in, or rights to subscribe for, any relevant
securities of a party to the Combination
"Overseas Shareholders" holders of Assura Shares who are resident in, ordinarily resident in, or
citizens of, jurisdictions outside the United Kingdom
"Panel" the Panel on Takeovers and Mergers
"Phase 2 CMA Reference" the referral by the CMA of the Combination for Phase 2 review, under section
33 of the Enterprise Act
"PHP" Primary Health Properties Plc
"PHP August Dividend" a quarterly dividend for each PHP Share expected to be paid to existing PHP
Shareholders, on the ordinary timetable, in August 2025
"PHP Board" or "PHP Directors" the directors of PHP
"PHP General Meeting" the general meeting of PHP to be convened by the PHP Board in relation to the
Combination and the PHP Resolution
"PHP Group" PHP and its subsidiary undertakings and where the context permits, each of
them
"PHP Resolution" the shareholder resolution to be proposed at the PHP General Meeting to
approve the Combination as a Reverse Takeover as defined in the UK Listing
Rules and the authority to allot the New PHP Shares
"PHP Shareholders" the holders of PHP Shares from time to time
"PHP Shares" ordinary shares of 12.5 pence each in the share capital of PHP and each a "PHP
Share"
"PRA" the Prudential Regulation Authority of the United Kingdom
"PwC" PricewaterhouseCoopers LLP
"Quantified Financial Benefits Statement" has the meaning given to it in the Takeover Code
"Regulation S" Regulation S promulgated under the U.S. Securities Act
"Regulations" the Uncertificated Securities Regulations 2001
"Regulatory Information Service" a regulatory information service as defined in the FCA Handbook
"Relevant Authority" means any central bank, ministry, governmental, quasi-governmental, national,
supranational (including the European Union), statutory, regulatory,
environmental, administrative, supervisory, fiscal or investigative body or
authority (including any sectoral ministry or regulator and any foreign
investment or foreign subsidies review body), national, state, municipal or
local government (including any subdivision, minister, court, tribunal,
administrative agency or commission or other authority thereof) but for the
avoidance of doubt excluding any antitrust, competition or merger control
authority (including the CMA)
"relevant securities" "relevant securities" as defined in the Takeover Code
"Resolutions" if the Combination is to be implemented by means of a Scheme, the
resolution(s) to be proposed at the General Meeting necessary to implement the
Scheme, including, amongst other things, a special resolution proposed in
connection with, inter alia, implementation of the Scheme and certain
amendments to be made to the articles of association of Assura
"Restricted Jurisdiction" any jurisdiction where local laws or regulations may result in a significant
risk of civil, regulatory or criminal exposure if information concerning the
Offer is sent or made available to Assura Shareholders in that jurisdiction,
including, without limitation, the United States, Australia, Canada, Japan and
New Zealand
"Restricted Overseas Person" a person (including an individual, partnership, unincorporated syndicate,
limited liability company, unincorporated organisation, trust, trustee,
executor, administrator or other legal representative) in, or resident in, or
any person whom PHP believes to be in, or resident in, a Restricted
Jurisdiction (or any custodian, nominee or trustee for such persons) and any
person in any other jurisdiction (other than persons in the UK and South
Africa) whom PHP is advised to treat as a restricted overseas person in order
to observe the laws of such jurisdiction or to avoid the requirement to comply
with any governmental or other consent or any registration, filing or other
formality which PHP regards as unduly onerous
"Scheme" subject to the consent of the Panel, should the Combination be implemented by
means of a scheme of arrangement under Part 26 of the Companies Act between
Assura and the holders of the Assura Shares to which the Scheme applies, with
or subject to any modification, addition or condition approved or imposed by
the Court and agreed by Assura and PHP
"Scheme Document" if the Combination is to be implemented by means of a Scheme, the document to
be sent to Assura Shareholders and persons with information rights containing,
amongst other things, the Scheme and notices of the Meetings and proxy forms
in respect of the Meetings
"South Africa" the Republic of South Africa
"South African Register" the branch register of Assura Shareholders maintained by or on behalf of
Assura pursuant to its secondary listing on the JSE
"STRATE" the settlement and clearing system used by the Johannesburg Stock Exchange,
managed by Strate Proprietary Limited, a limited liability company duly
incorporated and registered under the laws of South Africa under registration
number 1998/022242/07, and licensed as a central securities depositary under
the South African Financial Markets Act, 19 of 2012
"subsidiary", "subsidiary undertaking" and "undertaking" shall be construed in accordance with the Companies Act
"Takeover Code" the City Code on Takeovers and Mergers issued by the Panel on Takeovers and
Mergers, as amended from time to time
"Total Property Return" the overall return generated by properties on a debt-free basis, calculated
as, for each time period (as stated) the net rental income generated plus the
change in market value, divided by opening property value plus additions
"UK" or "United Kingdom" United Kingdom of Great Britain and Northern Ireland
"UK Listing Rules" the rules and regulations made by the FCA under the Financial Services and
Markets Act 2000 and contained in the publication of the name "UK Listing
Rules"
"UK REIT" a UK Real Estate Investment Trust under Part 12 of the Corporation Tax Act
2020
"uncertificated" or "in uncertificated form" a share or other security title to which is recorded in the relevant register
of the share or security as being held in uncertificated form, in CREST, and
title to which, by virtue of the Regulations may be transferred by means of
CREST
"Unconditional" in the context of the Combination, the Offer having been declared or having
become unconditional in accordance with the requirements of the Takeover Code,
or, if the Combination is implemented by means of a Scheme, such Scheme having
become effective pursuant to its terms
"Unconditional Date" Day 60 or such earlier date as may be specified by PHP in the Offer Document
or any acceleration statement unless, where permitted, it has set aside that
statement
"Undisturbed Closing Price" the Closing Price of the Assura Shares on the Undisturbed Date
"Undisturbed Date" 13 February 2025
"U.S." or "United States" the United States of America, its territories and possessions, any state of
the United States of America and the District of Columbia
"U.S. Exchange Act" the U.S. Securities Exchange Act of 1934
"U.S. Person" as defined in Regulation S
"U.S. Securities Act" the U.S. Securities Act of 1933
"Wider Assura Group" Assura and associated undertakings and any other body corporate, partnership,
joint venture or person in which Assura and such undertakings (aggregating
their interests) have an interest of more than 30% of the voting or equity
capital or the equivalent (excluding, for the avoidance of doubt, PHP and all
of its associated undertakings which are not members of the Assura Group)
"Wider PHP Group" PHP Group and associated undertakings and any other body corporate,
partnership, joint venture or person in which PHP and such undertakings
(aggregating their interests) have an interest of more than 30% of the voting
or equity capital or the equivalent
References to an enactment include references to that enactment as amended,
replaced, consolidated or re-enacted by or under any other enactment before or
after the date of this Announcement.
All references to "pounds", "pounds Sterling", "Sterling", "GBP", "£",
"pence", "penny" and "p" are to the lawful currency of the United Kingdom.
All references to "ZAR", "Rand" and "South African Rand" are to the lawful
currency of South Africa.
All times referred to are London time unless otherwise stated.
A reference to "includes" shall mean "includes without limitation", and
references to "including" and any other similar term shall be construed
accordingly.
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