REG - Primary Health Props - H1 2025 Trading Update Announcement

Primary Health PropertiesAnnouncement

07/07/2025 07:00

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RNS Number : 9610P  Primary Health Properties PLC  07 July 2025

THIS ANNOUNCEMENT AND THE INFORMATION HEREIN IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR ANY OTHER JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION.

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

 
 
                7 July 2025

Primary Health Properties PLC

("PHP", the "Group" or the "Company")

Trading and financial update for the six months ended 30 June 2025

PHP positioned for secure income and valuation growth supporting its
progressive dividend policy

Primary Health Properties PLC, a leading investor in modern primary care
facilities in the UK and Ireland announces an unaudited trading update,
including the key financial highlights, for the six months ended 30 June 2025.

·    Improving rental growth and stabilisation in yields underpin
valuation growth, further evidencing an inflexion point in the cycle

·  10-Year Health Plan for England supports investment in primary
healthcare estate as a social infrastructure asset, with a clear pathway to
future growth

·    PHP is excited about the compelling market backdrop for the Group and
opportunities ahead

Mark Davies, Chief Executive Officer ("CEO") of PHP commented:

"At a pivotal time for our sector, PHP has delivered a strong operational and
financial performance driven by rental growth across our portfolio, a
value-accretive acquisition in Ireland, valuation gains and another period of
dividend growth. The improving rental growth outlook and a stabilisation of
our property yields at 5.25% signal that we've moved through a key inflexion
point in the property cycle with a very encouraging outlook ahead.

The 10 year Health Plan which was published last week is clearly positive for
PHP. We welcome the Government's commitment to strengthening the NHS,
particularly its emphasis on shifting more services to modern primary care
facilities embedded in local communities. This plays directly to our strengths
and our long standing partnerships across the NHS give us a strong foundation
to support this transition and deliver value to our shareholders.

We continue to believe in the compelling strategic and financial rationale for
the recommended combination with Assura plc. The transaction is expected to be
earnings accretive for both sets of shareholders and we were pleased to have
secured strong support for the transaction from PHP shareholders at our
general meeting last week with over 99% of voting shareholders approving the
proposed combination. This is a clear endorsement of the Company's ability to
deliver a financially beneficial transaction that is strategically valuable,
supported by an expected strong investment grade credit rating that will
deliver future value to shareholders and underpin the Group's progressive
dividend policy.

Since the announcement of the Assura plc recommendation, we've been discussing
forming a joint venture, which is expected to include the private hospital
portfolio. Conversations are ongoing with a range of high quality investors
and we remain confident of our ability to conclude a transaction in a timely
manner post completion.

From day one the combined group will offer a powerful platform with greater
scale, enhanced income and valuation growth potential and a lower cost of
capital-all underpinned by a clear and important social purpose. The proposed
combination also positions us strongly to invest in the future of healthcare
infrastructure and we will have the financial capacity and Government support
to help deliver it".

Recommended combination with Assura

On 16 May 2025, PHP announced a firm intention to make a share and cash offer
for the entire issued share capital of Assura pursuant to Rule 2.7 of the
Takeover Code and on 13 June 2025 posted an offer document to Assura
shareholders along with a combined circular and prospectus to PHP
shareholders.

Subsequent to the above, on 23 June 2025, the Boards of both PHP and Assura
announced the terms of a recommended combination which will be implemented by
way of an increased shares and cash offer. Under the increased terms of PHP's
offer, Assura shareholders will receive for each share held 0.3865 new PHP
shares and 12.5 pence in cash. Assura shareholders will be entitled to receive
a special dividend of 0.84 pence per Assura share in addition to the
dividends, each of 0.84p, already declared and paid in April 2025 and to be
paid on 9 July 2025. The offer is not conditional on any antitrust,
competition or merger control approvals.

On 1 July 2025, PHP's general meeting was held to approve the transaction with
99.3% of shareholders who voted approving the proposed combination which is a
strong endorsement of the transaction.

The transaction will create a UK REIT of significant scale and liquidity with
a combined portfolio of approximately £6 billion of long leased, sustainable
infrastructure assets principally let to government tenants and leading UK
healthcare providers benefiting from increased income security, longevity,
diversity of assets, geography and mix of rent review types.

 To support the combined group's progressive dividend policy, paid on a
quarterly basis, we have set out an attractive strategy and financial
framework which will focus on:

·    80% to 90% government backed income target with new or regeared
leases typically in excess of 20 years

·  Focus on organic rental growth greater than 3% to deliver sector
leading, risk adjusted total property returns

·    Risk controlled and capital light asset management and development
projects

·    Targeting a strong investment grade credit rating of BBB+ or better

·    LTV target of 40% to 50%

·   Interest cover target of greater than 2.5x net rental income with more
than 90% of debt fixed or hedged

·    Strong control on costs and overheads with one of the lowest EPRA
cost ratios in the sector

A return to PHP and Assura's long term trading valuations could potentially
deliver significant share price valuation upside for shareholders, whilst also
benefiting from capital growth and a growing dividend.

PHP encourages all Assura shareholders to accept the PHP offer and to make a
mix and match election. Further details including completion and return of the
Form of Acceptance and Election or making of an Electronic Acceptance ahead of
the deadline on 12 August 2025 can be found on the Group's website:
https://www.phpgroup.co.uk/investors/offer-for-assura-plc
(https://www.phpgroup.co.uk/investors/offer-for-assura-plc) . If you have any
questions in relation to this offer please telephone the Receiving Agent,
Equiniti Helpline on +44 (0) 371 384 2414.

The NHS 'fit for the future' 10-year health plan for England

The UK Government's 10-year plan for the NHS in England was launched on 3 July
2025, to create a new model of care fit for the future, setting out three
radical shifts - from hospital to community, analogue to digital, and sickness
to prevention.

·    The move from hospital to community will be delivered through a
'neighbourhood health service' that will join up multiple services through
local teams to make them patient focused, accessible and, in time, to offer
predictive and preventitive care, anticipating need rather than reacting to
it.

·   The move to digital will be through the NHS app to improve patient
access to services and control their data in a single patient record.

·  The move from sickness to prevention will include an ambition to end
obesity, incentivisation of healthier choices, better support for people to
find and stay in work, an expansion of mental health support and increased use
of genomics to enable intervention for people at high risk of developing
disease.

There is a clear theme of reducing the reliance on hospitals and an
accompanying commitment to shift expenditure away from expensive hospital
care.  Consequently, the plan should be a catalyst for unlocking significant
future opportunities in primary care and community diagnostics.

In support of the shift from hospital to community, the plan outlines the
development of neighbourhood health centres ("NHC") in every community acting
as a 'one stop shop' for patient care and the place from which
multidisciplinary teams operate.  The objective of NHC's is to create an
offer that meets population needs holistically by co-locating NHS, local
authority and voluntary sector services, bringing historically hospital based
activities such as diagnostics, post-operative care and rehabilitation into
the community but also offer a variety of services such as smoking cessation,
weight management, employment support and debt advice providing convenient
access to services, particularly for those with complex needs, but will also
support more integrated working by healthcare  and allied professionals.
Importantly, much of the existing UK primary care infrastructure is incapable
of facilitating these broad, multi-disciplinary services in the community.

The creation of NHCs will therefore mandate the improved utilisation of
existing assets and the delivery of new premises.  The plan recognises that
private capital, including third party development, will be essential to the
delivery of the new estate and proposals for a new plan to support the
establishment of an NHC in every community is expected with the Autumn 2025
Budget.

PHP is strategically well placed to assist and support the government and NHS
with the NHC programme by enhancing its existing estate through both the
Group's pro-active asset management and development activities.

Financial and operational highlights for the six months ended 30 June 2025

 Income statement and financial metrics           Six months to 30 June 2025  Six months to 30 June 2024

                                                                                                          Change
 Net rental income                                £78.6m                      £76.2m                      +3.1%
 Adjusted earnings                                £47.3m                      £46.3m                      +2.2%
 Adjusted earnings per share                      3.54p                       3.46p                       +2.3%
 IFRS profit for the period                       £59.4m                      £3.6m
 IFRS earnings per share                          4.4p                        0.3p
 Dividends
 Dividend per share                               3.55p                       3.45p                       +2.9%
 Dividends paid                                   £47.4m                      £46.1m                      +2.8%
 Dividend cover                                   100%                        100%
 Balance sheet and operational metrics            30 June                     31 December

                                                  2025                        2024                        Change
 Adjusted NTA per share                           106.2p                      105.0p                      +1.1%
 IFRS NTA per share                               104.0p                      103.0p                      +1.0%
 EPRA NDV per share                               113.9p                      114.1p                      -0.2%
 Property portfolio
 Investment portfolio valuation                   £2.81bn                     £2.75bn                     +0.7%
 Net initial yield ("NIY")                        5.25%                       5.22%                       +3bps
 Contracted rent roll (annualised)                £157.7m                     £153.9m                     +2.5%
 Weighted average unexpired lease term ("WAULT")  9.1 years                   9.4 years
 Occupancy                                        99.1%                       99.1%
 Rent-roll funded by government bodies            88%                         89%
 Debt
 Average cost of debt                             3.4%                        3.4%
 Loan to value ratio ("LTV")                      48.6%                       48.1%

A glossary of the above terms is available on pages 166 to 168 of the 2024
Annual Report. For the purposes of Rule 29.1(a) and Rule 29.2(a) of the
Takeover Code, updated valuations of PHP's property portfolio supported by
valuation reports have been produced by each of CBRE, Avison Young and Knight
Frank as external valuers (as defined by the Royal Institution of Chartered
Surveyors' Valuation - Global Standards (2022)) as at 30 June 2025 pursuant to
the requirements of Rule 29 of the Takeover Code and will promptly be
available on PHP's website at www.phpgroup.co.uk (http://www.phpgroup.co.uk) .

Rental growth

We have continued to focus on delivering organic rental growth derived from
our existing assets. This growth arises mainly from rent reviews and asset
management projects with income increasing by £2.2 million or 1.4% in the
six-month period (H1 2024: £1.8 million or 1.2%). The progress continues the
improving rental growth outlook seen over the last couple of years.

Rent review performance

In the six months to 30 June 2025, the Company generated an additional £2.1
million (Q1 2024: £1.6 million; Q2 2024: £1.6 million) of extra rental
income from its rent review activities, both in the UK and in Ireland.

Importantly, the Company continues to see an improving open market rent review
performance with an additional £0.8 million (H1 2024: £0.6 million; H2 2024:
£0.8 million) an increase of 7.6% over the previous passing rent completed
across 86 reviews. This includes 37 open market value rent reviews arising in
2022, 2023 and 2024 which delivered an increase of 12.3% over the previous
passing rent or 3.6% on an annualised basis.

The growth from rent reviews completed in the period is summarised below:

 Review type          Number  Previous rent  Rent increase  % increase      total       % increase annualised

                (per annum)    (per annum)    %                           %

                £ million      £ million
 UK - open market(1)  86      10.8           0.8            7.6%                        2.3%
 UK - indexed         63      7.6            0.7            8.5%                        4.0%
 UK - fixed           13      3.6            0.2            6.1%                        2.6%
 UK - total           162     22.0           1.7            7.7%                        3.0%
 Ireland - indexed    14      2.7            0.4            16.0%                       3.4%
 Total - all reviews  176     24.7           2.1            8.6%                        3.0%

(1) - includes 20 (H1 2024: 24) reviews where no uplift was achieved.

(1) - includes 20 (H1 2024: 24) reviews where no uplift was achieved.

Asset management

The Group continues to progress an advanced pipeline of 43 projects (31
December 2024: 37 projects) which highlight the improving rental growth
outlook with the current weighted average rent of £195psm due to increase by
around 15% to £223psm post completion. These projects provide important
evidence for future rent review settlements across the wider portfolio.

In the UK, we exchanged on two (H1 2024: three) new asset management projects,
three (H1 2024: seven) lease re-gears and two (H1 2024: three) new lettings
during the period. These initiatives will increase rental income by £0.12
million, investing £2.2 million and extending the leases back to 18 years.

Valuation and returns

In the period, we have continued to see values stabilise (see table below)
with yield expansion continuing to moderate and the impact of rental growth
outweighing yield shift. This continues the trend experienced in the second
half of 2024 and we expect this to continue in the future.

As at 30 June 2025, the Group's portfolio comprised 517 assets (31 December
2024: 516) independently valued at £2.81 billion (31 December 2024: £2.75
billion). After allowing for acquisition costs and capital expenditure on
developments and asset management projects, the portfolio generated a
valuation surplus of £19.8 million or +0.7%, equivalent to 1.5 pence per
share.

During the period, the Group's portfolio NIY has expanded by 3bps to 5.25% (31
December 2024: 5.22%) and the reversionary yield remains unchanged at 5.6% (31
December 2024: 5.6%).

The movement in the portfolio's valuation over the last three six monthly
periods is summarised below and follows on from several years of valuation
declines as a result of the higher interest rate environment.

 £ million                  H1 2025          H2 2024            H1 2024
 NIY expansion              (£9.0) / +3bps   (£28.6) / +4 bps   (£73.0) / +13 bps
 Rental growth              £28.8            £30.2              £33.0
 Total surplus / (deficit)  £19.8            £1.6               (£40.0)

We continue to see evidence of an improving market for healthcare real estate
both in the UK and Ireland which are increasingly viewed as social
infrastructure assets with a growing rental income stream considered secure,
long and predictable. There are new pools of capital looking at the asset
class including global infrastructure funds, pension funds and life assurance
companies most of whom manage large pools of capital at a lower cost. This
improved liquidity is likely to enhance asset valuations in the future.

The total property returns generated by the portfolio in the period are set
out below:

                 H1 2025  H1 2024  FY 2024
 Income return   2.9%     2.8%     5.5%
 Capital return  0.7%     (1.4%)   (1.3%)
 Total return    3.6%     1.4%     4.2%

 

Ireland

As previously reported, in February 2025 the Group acquired the Laya
Healthcare facility, Cork, Ireland for €22.0 million / £18.2 million
delivering an earnings yield of 7.1%. The private medical facility is let to
Laya Healthcare, Ireland's second largest provider of private health insurance
and clinical services providing a bespoke urgent care and diagnostic facility
providing some of the best medical technology available in Ireland, and has
been subject to a comprehensive tenant led, €6 million, fit-out to provide a
number of services including X-ray, MRI, CT, Ultrasound and Dexa scanning and
is open 365 days of the year with patients guaranteed to be seen within one
hour. The property also provides space for several health and wellbeing
clinics providing access to a number of expert teams and services and also
acts as the headquarters for Laya Healthcare in Ireland.

At 30 June 2025, the portfolio in Ireland comprised 22 standing and fully let
properties with no developments currently on site, valued at £292.6 million
or €340.9 million (31 December 2024: 21 assets/£255.3 million or €308.6
million). The portfolio in Ireland has been valued at a NIY of 5.1% (31
December 2024: 5.0%).

PHP continues to see significant growth opportunities in Ireland driven by
sustained Government investment in primary care infrastructure and a strategic
shift towards community-based healthcare. We continue to monitor a number of
potential opportunities in Ireland and in particular three forward funded
developments with an expected cost of approximately €75 million being
progressed by our development partner in Ireland.

Development

In July 2025, the Group completed work on a development scheme at South
Kilburn, London, where we worked with both the local council and ICB, each
contributing £0.5 million, to make the scheme economically viable. The scheme
comprises the fit-out of a shell unit, being constructed to net zero carbon
("NZC") standards, for a total cost of £3.3 million net of the £1.0 million
capital contribution which equates to a 26% uplift in the rent originally set
by the District Valuer.

The NZC development, Croft Primary Care Centre, West Sussex, is also due to
complete imminently. All further development activity has currently been
placed on hold whilst negotiations with the NHS, ICBs and DVs continue to
increase rental levels to make schemes economically viable with rental values
needing to increase by around 20%-30%.

Financing

The Group's balance sheet and financing position remain strong with cash and
committed undrawn facilities totalling £107.3 million (31 December 2024:
£270.9 million) after contracted capital commitments of £12.7 million (31
December 2024: £36.3 million) and the planned repayment of the £150 million
convertible bond maturing on 15 July 2025.

At 30 June 2025, total available loan facilities were £1,636.8 million (31
December 2023: £1,630.4 million) of which £1,377.2 million (31 December
2024: £1,326.7 million) had been drawn. Cash balances of £10.4 million (31
December 2024: £3.5 million) resulted in Group net debt of £1,366.8 million
(31 December 2024: £1,323.2 million). Contracted capital commitments at the
balance sheet date totalled £12.7 million (31 December 2024: £36.3 million)
and comprise asset management projects of £12.3 million and development
expenditure on the one scheme on site of £0.4 million.

The Group's key debt metrics are summarised in the table below:

 

                              Debt metrics                                         30 June 2025  31 December 2024
                              Average cost of debt - drawn                         3.4%          3.4%
                              Average cost of debt - fully drawn                   3.9%          4.0%
                              Loan to value                                        48.6%         48.1%
                              Total net debt fixed or hedged                       100.0%        100.0%
                              Net rental income to net interest cover              3.1 times     3.1 times
                              Net debt / EBITDA                                    9.4 times     9.3 times
   Weighted average debt maturity - drawn facilities                               5.1 years     5.7 years
                              Weighted average debt maturity - all facilities      4.5 years     4.9 years
                              Total undrawn facilities and available to the Group  £107.3m       £270.9m

Dividends

The Company distributed a total of 3.55 pence per share in the six months to
30 June 2025, equivalent to 7.1 pence on an annualised basis, which represents
an increase of 2.9% over the dividend per share distributed in 2024 of 6.9
pence. This will mark the 29(th) year of consecutive dividend growth for PHP.

A third quarterly interim dividend of 1.775 pence per share was declared on 16
June 2025. The dividend will be paid on 15 August 2025 to shareholders who
were on the register at the close of business on 3 July 2025. The Company
intends to maintain its strategy of paying a progressive dividend, which is
paid in equal quarterly instalments, and covered by underlying earnings in
each financial year. A further interim dividend payment is planned to be made
in November 2025, which is expected to comprise a mixture of both Property
Income Distribution and normal dividend.

 

For further information contact:

 Mark Davies                                                         Richard Howell

 CEO                                                                 CFO

 Primary Health Properties PLC                                       Primary Health Properties PLC

 T: +44 (0) 7968 122448                                              T: +44 (0) 7766 072272

 E: mark.davies@phpgroup.co.uk (mailto:mark.davies@phpgroup.co.uk)   E: richard.howell@phpgroup.co.uk (mailto:richard.howell@phpgroup.co.uk)

 Burson Buchanan (retained financial PR)                             Sodali & Co (media re proposed combination with Assura)

 Mark Court/Stephanie Whitmore/                                      Rory Godson/Elly Williamson

 Verity Parker/Jesse McNab

 T: +44 (0) 7754 941 250                                             T: +44 (0) 7970 246 725

 E: php@buchanan.uk.com (mailto:php@buchanan.uk.com)                 E: php@client.sodali.com

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

Capitalised terms used in this announcement (the "Announcement"), unless
otherwise defined, have the same meanings as set out in the original offer
document published by PHP on 13 June 2025 (as amended by a revised offer
document published by PHP on 27 June 2025).

Further information

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated by the FCA in the United Kingdom, is acting
exclusively as joint lead financial adviser to PHP and for no one else in
connection with the subject matter of this Announcement and will not be
responsible to anyone other than PHP for providing the protections afforded to
its clients or for providing advice in connection with the subject matter of
this Announcement. Neither Rothschild & Co nor any of its affiliates (nor
any of their respective directors, officers, employees or agents), owes or
accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Rothschild & Co in connection with this
Announcement, any statement contained herein or otherwise.

Numis Securities Limited ("Deutsche Numis"), which is authorised and regulated
in the United Kingdom by the FCA in the United Kingdom, is acting exclusively
as joint lead financial adviser to PHP and for no one else in connection with
the subject matter of this Announcement and will not be responsible to anyone
other than PHP for providing the protections afforded to its clients or for
providing advice in connection with the subject matter of this Announcement.
Neither Deutsche Numis nor any of its affiliates (nor any of their respective
directors, officers, employees or agents), owes or accepts any duty, liability
or responsibility whatsoever (whether direct or indirect, whether in contract,
in tort, under statute or otherwise) to any person who is not a client of
Deutsche Numis in connection with this Announcement, any statement contained
herein or otherwise.

Citigroup Global Markets Limited ("Citi"), which is authorised by the PRA and
regulated by the FCA and the PRA in the United Kingdom, is acting exclusively
as joint financial adviser to PHP and for no one else in connection with the
subject matter of this Announcement and will not be responsible to anyone
other than PHP for providing the protections afforded to its clients or for
providing advice in connection with the subject matter of this Announcement.
Neither Citi nor any of its affiliates (nor any of their respective directors
officers, employees or agents) owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of Citi in
connection with this Announcement, any statement contained herein or
otherwise.

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United
Kingdom by the FCA, is acting exclusively as joint financial adviser to PHP
and for no one else in connection with the subject matter of this Announcement
and will not be responsible to anyone other than PHP for providing the
protections afforded to its clients or for providing advice in connection with
the subject matter of this Announcement. Neither Peel Hunt nor any of its
affiliates (nor any of their respective directors, officers, employees or
agents) owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Peel Hunt in connection with
the matters referred to in this Announcement, any statement contained herein,
or otherwise.

This Announcement is for information purposes only and is not intended to, and
does not, constitute, or form part of, an offer, invitation or the
solicitation of an offer to purchase, otherwise acquire, subscribe for, sell
or otherwise dispose of, any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Combination or otherwise, nor
shall there be any sale, issuance or transfer of securities of Assura in any
jurisdiction in contravention of applicable law. In particular, this
Announcement does not constitute an offer of securities to the public as
contemplated in the South African Companies Act, 71 of 2008.

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

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

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

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

If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or independent financial adviser duly authorised under the Financial Services
and Markets Act 2000 (as amended) if you are resident in the United Kingdom
or, if not, from another appropriately authorised independent financial
adviser.

Overseas Shareholders

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

The release, publication or distribution of this Announcement in, into or from
jurisdictions other than the UK may be restricted by law and therefore any
persons who are subject to the law of any jurisdiction other than the UK
should inform themselves of, and observe, any applicable legal or regulatory
requirements. Any failure to comply with such requirements may constitute a
violation of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons involved in the
Combination disclaim any responsibility or liability for the violation of such
restrictions by any person. This Announcement has been prepared in accordance
with and for the purpose of complying with English law, the Takeover Code, the
Market Abuse Regulation, the UK Listing Rules and the Disclosure Guidance and
Transparency Rules and the information disclosed may not be the same as that
which would have been disclosed if this Announcement had been prepared in
accordance with the laws of jurisdictions outside England.

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

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

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

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

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

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

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

The information contained in this Announcement constitutes factual advice as
contemplated in section 1(3)(a) of the South African Financial Advisory and
Intermediary Services Act, 37 of 2002, as amended ("FAIS Act") and should not
be construed as express or implied advice (as that term is used in the FAIS
Act and/or the South African Financial Markets Act, 19 of 2012, as amended)
that any particular transaction in respect of the Combination, is appropriate
to the particular investment objectives, financial situations or needs of a
shareholder, and nothing in this Announcement should be construed as
constituting the canvassing for, or marketing or advertising of, financial
services in South Africa. PHP is not a financial services provider licensed as
such under the FAIS Act.

Nothing in this Announcement should be viewed, or construed, as "advice", as
that term is used in the South African Financial Markets Act, 19 of 2012, as
amended.

Notice relating to the United States

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

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

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

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

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

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

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

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

Dealing and Opening Position Disclosure Requirements

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) of the Takeover Code
applies must be made by no later than 3.30 pm (London time) on the 10th
business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th business day
following the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of the
offeree company or of a securities exchange offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing Disclosure.

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

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

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

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

Publication on a website

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

General

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

Requesting hard copy documents

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

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

Electronic communications

Please be aware that addresses, electronic addresses and certain other
information provided by Assura Shareholders, persons with information rights
and other relevant persons for the receipt of communications from Assura may
be provided to PHP during the offer period as required under Section 4 of
Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover
Code.

Rule 26.1 disclosure

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement
will be available at www.phpgroup.co.uk (http://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.

Profit Forecasts and Estimates

For the purposes of Rule 28.1 of the Takeover Code, the Directors of PHP
confirm that the earning per share and profit for the period contained in this
Announcement have been properly compiled on the basis of the assumptions
stated and that the basis of accounting used is consistent with the company's
accounting policies.

Save as stated above, no statement in this Announcement is intended to
constitute a profit forecast or profit estimate, no statement in this
Announcement is subject to the requirements of Rule 28 of the Takeover Code
and no statement in this Announcement should be interpreted to mean that the
earnings or future earnings per share of or dividends or future dividends per
share of PHP and/or Assura for current or future financial years will
necessarily match or exceed the historical or published earnings or dividends
per share of PHP or Assura, as appropriate.

Property Valuation Reports

For the purposes of Rule 29.1(a) and Rule 29.2(a) of the Takeover Code,
updated valuations of PHP's property portfolio supported by valuation reports
have been produced by each of CBRE, Avison Young and Knight Frank as external
valuers (as defined by the Royal Institution of Chartered Surveyors' Valuation
- Global Standards (2022)) as at 30 June 2025 pursuant to the requirements of
Rule 29 of the Takeover Code (the "Valuation Reports"). Copies of the
Valuation Reports will be made available promptly on PHP's website at
www.phpgroup.co.uk (http://phpgroup.co.uk) . No material changes have occurred
in the valuations of the properties which are the subject of the Valuation
Reports since the date of valuation of the portfolio (being 30 June 2025) to
the date of this Announcement. For the purposes of Rule 29.5 of the Takeover
Code: (i) the PHP Directors confirm that the valuations in the Valuation
Reports remain valid; and (ii) each of CBRE, Avison Young and Knight Frank
have confirmed that an updated valuation wo

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