TIDMAGR
RNS Number : 2982Y
Assura PLC
04 December 2017
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF
AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR
ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A
PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL
CONSTITUTE AN OFFERING OF NEW ORDINARY SHARES.
4 December 2017
ASSURA PLC
("Assura", the "Group" or the "Company")
Result of General Meeting
In connection with the Prospectus published by Assura on 16
November 2017 in respect of the Share Issue, the Board of Assura is
pleased to announce that at the Company's General Meeting held at
10.00 a.m. today the Resolution set out within the Notice of
General Meeting at pages 196-197 of the Prospectus was passed by
the requisite majority on a poll.
Resolution For Against Withheld
Number % Number % Number
1 1,432,917,817 98.17 26,708,896 1.83 5,851,019
The Resolution was passed as a special resolution.
Notes:
1. The percentages above are rounded to two decimal places.
2. Percentages are expressed as a proportion of the total votes
cast (which does not include votes withheld).
3. A "vote withheld" is not a vote in law and is not counted in
the calculation of the proportion of the votes "for" and "against"
a resolution.
4. Any proxy appointments which gave discretion to the Chairman
have been included in the "For" totals.
The voting figures will also be displayed shortly on the Group's
website at www.assuraplc.com.
In accordance with paragraph 9.6.2 of the Listing Rules, two
copies of the Resolution will be submitted to the UK Listing
Authority and will shortly be available for inspection at the FCA
document viewing facility: http://www.morningstar.co.uk/uk/NSM.
The Share Issue remains conditional upon (i) the Sponsor and
Placing Agreement becoming or being declared unconditional in all
respects and not having been terminated in accordance with its
terms; and (ii) Admission becoming effective.
Application has been made to the FCA and to the London Stock
Exchange for the 545,124,813 New Ordinary Shares to be admitted to
the premium segment of the Official List of the UK Listing
Authority and to trading on the London Stock Exchange's Main Market
for listed securities respectively. It is expected that Admission
will become effective, and dealings for normal settlement in the
New Ordinary Shares will commence, at 8.00 a.m. on 6 December
2017.
The New Ordinary Shares will rank pari passu in all respects
with the Existing Ordinary Shares, including as regards the right
to receive all dividends and other distributions (if any) declared,
paid or made by Assura after Admission. The New Ordinary Shares (in
uncertificated form) are expected to be credited to CREST accounts
on or around 8.00 a.m. on 6 December 2017 and definitive share
certificates for the New Ordinary Shares are expected to be
despatched to certificated shareholders within 14 days of
Admission.
Following Admission, the number of Ordinary Shares that the
Company has in issue will be 2,375,828,966. The total number of
voting rights of the Company will be 2,375,828,966 and this figure
may be used by Shareholders as the denominator for the calculations
by which they will determine if they are required to notify their
interest in, or a change to their interest in, the Company under
the Disclosure and Transparency Rules of the FCA. No shares are
held in treasury.
Unless otherwise defined, the terms used in this announcement
shall have the same meaning as set out in the prospectus published
by Assura and sent to Shareholders on 16 November 2017 (the
"Prospectus"), copies of which are available on the Company's
website at www.assuraplc.com.
For more information, please contact:
+44 1925
Assura plc 420660
Jonathan Murphy,
CEO
Jayne Cottam
Orla Ball
Stifel Nicolaus Europe +44 20 7710
Limited 7600
Mark Young
Stewart Wallace
Tom Yeadon
+44 207 742
J.P. Morgan Cazenove 4000
Bronson Albery
Barry Meyers
IMPORTANT NOTICE
This announcement is not a prospectus but an advertisement and
investors should not make any decision to purchase, subscribe for,
otherwise acquire, sell or otherwise dispose of any New Ordinary
Shares referred to in this announcement except on the basis of the
information contained in the Prospectus published by Assura in
connection with the Share Issue.
Copies of the Prospectus are available from the registered
office of Assura and on Assura's website at www.assuraplc.com. The
Prospectus is not, subject to certain exceptions, available
(through the website or otherwise) to Shareholders and prospective
investors in the United States, Australia, Canada, Japan and the
Republic of South Africa. Neither the content of Assura's website
nor any website accessible by hyperlinks on Assura's website is
incorporated in, or forms part of, this announcement. The
Prospectus provides further details of the New Ordinary Shares
being offered pursuant to the Share Issue.
This announcement does not contain or constitute an offer to
sell or the solicitation of an offer to purchase securities to any
person with a registered address in, or who is resident in, any
Excluded Territory or in any jurisdiction in which such an offer or
solicitation is unlawful. None of the securities referred to herein
have been or will be registered under the relevant laws of any
state, province or territory in any Excluded Territory. Subject to
certain limited exceptions, none of these materials will be
released, published, distributed or forwarded in or into any
Excluded Territory.
This announcement does not contain or constitute an offer for
sale or the solicitation of an offer to purchase securities in the
United States. The New Ordinary Shares have not been and will not
be registered under the Securities Act or under any securities laws
of any state or other jurisdiction of the United States and may not
be offered, sold, taken up, exercised, resold, renounced,
transferred or delivered, directly or indirectly, within the United
States except pursuant to an applicable exemption from or in a
transaction not subject to the registration requirements of the
Securities Act and in compliance with any applicable securities
laws of any state or other jurisdiction of the United States. There
will be no public offer of the New Ordinary Shares in the United
States.
This announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer or
invitation to purchase or subscribe for, or any solicitation to
purchase or subscribe for, any securities in any jurisdiction. No
offer or invitation to purchase or subscribe for, or any
solicitation to purchase or subscribe for, any securities will be
made in any jurisdiction in which such an offer or solicitation is
unlawful. The information contained in this announcement is not for
release, publication or distribution to persons in the United
States or any other Excluded Territory, and should not be
distributed, forwarded to or transmitted in or into any
jurisdiction, where to do so might constitute a violation of local
securities laws or regulations.
This announcement has been prepared in accordance with English
law, the EU Market Abuse Regulation and the Disclosure Guidance and
Transparency Rules of the Financial Conduct Authority and
information disclosed may not be the same as that which would have
been prepared in accordance with the laws of jurisdictions outside
England.
The distribution of this announcement into jurisdictions other
than the United Kingdom may be restricted by law, and, therefore,
persons into whose possession this announcement comes should inform
themselves about and observe any such restrictions. Any failure to
comply with any such restrictions may constitute a violation of the
securities laws of such jurisdiction. In particular, subject to
certain exceptions, this announcement, the Prospectus (once
published) and the Application Forms should not be distributed,
forwarded to or transmitted in or into the United States or any
other Excluded Territory.
Recipients of this announcement and/or the Prospectus should
conduct their own investigation, evaluation and analysis of the
business, data and property described in this announcement and/or
the Prospectus. This announcement does not constitute a
recommendation concerning any investor's options with respect to
the Share Issue. The price and value of securities can go down as
well as up. Past performance is not a guide to future performance.
The contents of this announcement are not to be construed as legal,
business, financial or tax advice. Each investor or prospective
investor should consult his, her or its own legal adviser, business
adviser, financial adviser or tax adviser for legal, financial,
business or tax advice.
Notice to all investors
Stifel Nicolaus Europe Limited ("Stifel") is authorised and
regulated in the United Kingdom by the FCA. J.P. Morgan Securities
plc (which conducts its UK investment banking services as "J.P.
Morgan Cazenove") is authorised by the PRA and regulated in the
United Kingdom by the FCA and the PRA. Stifel and J.P. Morgan
Cazenove are each acting exclusively for the Company in connection
with the Share Issue. Neither Stifel nor J.P. Morgan Cazenove will
regard any other person (whether or not a recipient of this
announcement) as a client in relation to the Share Issue and will
not be responsible to anyone other than the Company for providing
the protections afforded to their respective clients or for
providing advice in relation to Share Issue or any transaction,
matter or arrangement described in this announcement. Apart from
the responsibilities and liabilities, if any, which may be imposed
upon Stifel and J.P. Morgan Cazenove by FSMA or the regulatory
regime established thereunder, none of Stifel, J. P. Morgan
Cazenove nor any of their respective affiliates directors,
officers, employees, agents or advisers accepts any responsibility
whatsoever, and no representation or warranty, express or implied,
is made or purported to be made by any of them, or on their behalf,
for or in respect of the contents of this announcement, including
its accuracy, completeness, verification or sufficiency, or
concerning any other document or statement made or purported to be
made by it, or on its behalf, in connection with the Company, the
New Ordinary Shares, the Share Issue, and nothing in this
announcement is, or shall be relied upon as, a warranty or
representation in this respect, whether as to the past or future.
Each of Stifel, J.P. Morgan Cazenove and each of their respective
affiliates directors, officers, employees, agents and advisers
disclaim, to the fullest extent permitted by law, all and any
liability whether arising in tort, contract or otherwise which they
might otherwise be found to have in respect of this announcement or
any such statement.
No person has been authorised to give any information or to make
any representations other than those contained in this announcement
and the Prospectus and, if given or made, such information or
representations must not be relied on as having been authorised by
Assura or Stifel or J.P. Morgan Cazenove. Subject to the Listing
Rules, the Prospectus Rules and the Disclosure Guidance and
Transparency Rules of the FCA, the issue of this announcement shall
not, in any circumstances, create any implication that there has
been no change in the affairs of Assura since the date of this
announcement or that the information in it is correct as at any
subsequent date.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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