TIDMAGR
RNS Number : 0291J
Assura PLC
07 April 2020
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR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 CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE MARKET ABUSE REGULATION (EU NO. 596/2014).
7 April 2020
Assura PLC
("Assura", the "Group" or the "Company")
Results of Placing
Assura is pleased to announce the results of the placing
announced on 6 April 2020 (the " Placing " ).
A total of 240,207,920 new ordinary shares of 10 pence each in
the capital of the Company (the " Placing Shares " ) were placed by
Stifel and J.P. Morgan Cazenove, at a price of 77 pence per Placing
Share (the " Placing Price " ), raising gross proceeds of
approximately GBP185 million. The Placing Shares being issued
represent, in aggregate, circa 10 per cent. of Assura's issued
ordinary share capital immediately prior to the Placing.
The Placing Price represents a discount of 7.8 per cent. to the
closing price on 6 April 2020 of 83.5 pence.
The Placing Shares will, when issued, be subject to the
Company's articles of association. They will be credited as fully
paid and will rank pari passu in all respects with the existing
ordinary shares in issue in the capital of the Company, including
the right to receive all future dividends and distributions
declared, made or paid on or in respect of such ordinary shares by
reference to a record date falling after the date of issue of the
Placing Shares. For the avoidance of doubt, the Placing Shares
shall not qualify for the quarterly interim dividend of 0.697 pence
per share payable on 15 April 2020 to holders of ordinary shares on
the register on 13 March 2020.
Application has been made for the Placing Shares to be admitted
to listing on the premium listing segment of the Official List of
the Financial Conduct Authority (the " FCA " ) and to be admitted
to trading on the main market for listed securities of the London
Stock Exchange plc (the " London Stock Exchange " ) (together, "
Admission " ). Subject to Admission becoming effective, it is
expected that settlement of subscriptions in respect of the Placing
Shares and that trading in the Placing Shares will commence at 8.00
a.m. on Thursday 9 April 2020.
The Placing is conditional upon, inter alia, Admission becoming
effective not later than 8.00 a.m. (London time) on Thursday 9
April 2020 (or such later time and/or date, being not later than
8.00 a.m. (London time) on 16 April 2020, as Stifel and J.P. Morgan
Cazenove may jointly agree with the Company) and the Placing
Agreement not being terminated in accordance with its terms before
that time.
BlackRock, Inc. as agent for and on behalf of its discretionary
managed clients ( " Blackrock " ) is a related party of the Company
for the purposes of Chapter 11 of the Listing Rules as a result of
being entitled to exercise, or to control the exercise of, over 10
per cent. of the votes able to be cast at general meetings of the
Company. Blackrock has agreed to subscribe for 26,159,814 Placing
Shares at an aggregate value of GBP 20,143,057 under, and on the
terms and conditions of, the Placing. This constitutes a smaller
related party transaction under Listing Rule 11.1.10R. Stifel, in
accordance with Listing Rule 11.1.10R (2)(b), has confirmed that
the terms of the proposed Placing with Blackrock are fair and
reasonable as far as the shareholders of the Company are
concerned.
Following Admission becoming effective, the total number of
voting rights in the Company will be 2,653,449,747. No ordinary
shares of the Company are held in treasury. This figure may be used
by shareholders in the Company as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change in their interest in, the
share capital of the Company under the FCA's Disclosure Guidance
and Transparency Rules.
Capitalised terms used but not defined in this announcement have
the same meanings as set out in the placing announcement of the
Company released at 4:42 p.m. (BST) on 6 April 2020.
Stifel and J.P. Morgan Cazenove acted as joint bookrunners in
respect of the Placing.
Assura plc +44 1925 420660
Jonathan Murphy
Jayne Cottam
David Purcell
Stifel Nicolaus Europe +44 20 7710
Limited 7600
Mark Young
Stewart Wallace
Tom Marsh
Alex Miller
+44 207 742
J.P. Morgan Cazenove 4000
Bronson Albery
Barry Meyers
Tara Morrison
Beau Freker
+44 207 251
Finsbury 3801
Gordon Simpson
James Thompson
IMPORTANT NOTICE
Neither this Announcement, nor any copy of it, may be taken or
transmitted, published or distributed, directly or indirectly, in
or into the United States, Australia, Canada, Japan, or the
Republic of South Africa or to any persons in any of those
jurisdictions or any other jurisdiction where to do so would
constitute a violation of the relevant securities laws of such
jurisdiction. This Announcement is for information purposes only
and does not constitute an offer to sell or issue, or the
solicitation of an offer to buy, acquire or subscribe for any
shares in the capital of the Company in the United States,
Australia, Canada, Japan or the Republic of South Africa or any
other state or jurisdiction in which such offer or solicitation is
not authorised or to any person to whom it is unlawful to make such
offer or solicitation. Any failure to comply with these
restrictions may constitute a violation of securities laws of such
jurisdictions.
The Placing Shares have not been, and will not be, registered
under the US Securities Act of 1933, as amended (the " US
Securities Act " ), or under any securities laws of any state or
other jurisdiction of the United States and may not be offered,
sold, resold, transferred or delivered, directly or indirectly, in
or into the United States except pursuant to an applicable
exemption from the registration requirements of the US Securities
Act and in compliance with the securities laws of any state or
other jurisdiction of the United States. There is no intention to
register any portion of the Placing in the United States or to
conduct any public offering of securities in the United States or
elsewhere.
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 Prudential Regulation
Authority ("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 Placing. 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 Placing 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 the
Placing 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
the Financial Services and Markets Act 2000, as amended ( " 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 Placing Shares, the Placing, 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, if given or made, such information or representations must not
be relied on as having been authorised by the Company or Stifel or
J.P. Morgan Cazenove. Subject to the Listing Rules, the Prospectus
Regulation 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 the Company since the date of this Announcement
or that the information in it is correct as at any subsequent
date.
Information to Distributors
Solely for the purposes of Article 9(8) of Commission Delegated
Directive 2017/593 (the " Delegated Directive " ) regarding the
responsibilities of manufacturers under the product governance
requirements contained within: (a) EU Directive 2014/65/EU on
markets in financial instruments, as amended ( " MiFID I I " ); (b)
Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II; and (c) local implementing measures
(together, the " MiFID II Product Governance Requirements " ), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the MiFID II Product Governance Requirements) may otherwise have
with respect thereto, the Placing Shares have been subject to a
product approval process, which has determined that such Placing
Shares are: (i) compatible with the target market for the Placing
of retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined
in MiFID II; and (ii) eligible for distribution through all
eligible distribution channels for dissemination of the Placing
Shares, each as set out in this Announcement, as are permitted by
MiFID II (the " Target Market Assessment " ). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Joint Bookrunners will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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