REG - Primary Health Props - Rule 2.9 Announcement

Primary Health PropertiesAnnouncement

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RNS Number : 3809R  Primary Health Properties PLC  16 July 2025

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For immediate
release
 

16 July 2025

Rule 2.9 Announcement

 

Further to the announcement made in accordance with Rule 2.9 of the City Code
on Takeovers and Mergers (the "Code") by Primary Health Properties PLC ("PHP"
or the "Company") on 12 March 2025, PHP is updating its disclosure in relation
to Rule 2.9 of the Code.

On 15 July 2025, PHP repaid its £150 million 2.875% Guaranteed Convertible
Bonds (the "Convertible Bonds") issued by the Company's wholly owned
subsidiary PHP Finance (Jersey No.2) Limited ("PHP Jersey"). Therefore,
PHP's only remaining class of security for the purposes of Rule 2.9 of the
Code is its ordinary shares. PHP confirms that, as at the date of this
announcement, it has 1,336,493,786 ordinary shares of 12.5p ("PHP Ordinary
Shares") each in issue and admitted to trading on the London Stock Exchange.
The International Securities Identification Number for the PHP Ordinary Shares
is GB00BYRJ5J14 and the LEI number is 213800Y5CJHXOATK7X11.

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

 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.

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.

This announcement is not intended to and does not constitute an offer to sell
or the solicitation of an offer to subscribe for or buy or an invitation to
purchase or subscribe for any securities or the solicitation of any vote in
any jurisdiction.

The release, publication or distribution of this announcement in jurisdictions
outside the United Kingdom may be restricted by law and therefore persons into
whose possession this announcement comes should inform themselves about, and
observe such restrictions. Any failure to comply with such restrictions may
constitute a violation of the securities law of any such jurisdiction.

Disclosure requirements of the Code

Under Rule 8.3(a) of the 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) 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 Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s), save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

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