NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO
SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS
OF THAT JURISDICTION.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY
CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE
A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE
CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE, NOR AS TO THE
TERMS ON WHICH ANY FIRM OFFER MIGHT BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION.
For immediate
release
10 March
2025
Response to announcement by
Assura plc
Primary Health Properties PLC ("PHP"
or the "Company") notes the recent announcement by Assura plc
("Assura"). The Board of PHP confirms that it made a preliminary
approach on 3 March 2025 in relation to a possible all-share offer
for Assura as it has long believed in the merits of a potential
combination of the two businesses which has compelling strategic
and financial rationale. In subsequent days, discussions between
financial advisers were held around the illustrative benefits of a
combination. This preliminary approach, which did not include a
specific exchange ratio, was rejected by the Board of Assura on 9
March 2025. The Board of PHP is considering its
position.
The Board of PHP believes there is
considerable merit in working with the Board of Assura to determine
if an offer can be made on terms attractive to both sets of
shareholders.
The Board of PHP believes that an
all-share combination would deliver significant value for both sets
of shareholders, including by:
- Creating a portfolio of significantly enhanced
scale;
- Reducing the cost of capital;
- Realising significant value from synergies;
- Creating a market leading platform for secure income in a
growth sector;
- Strengthening the combined group's balance sheet;
- Creating an opportunity for a premium re-rating of the
combined group;
- Materially increasing liquidity in the combined group;
and
- Leveraging the strong experience and expertise of the combined
management team.
There can be no certainty that an
offer will ultimately be made nor as to the terms on which any
offer may be made.
Rule 2.6(a) of the Code requires
that PHP, by no later than 5.00 p.m. on 7 April 2025, being the
28th day following the date of this announcement, either announces
a firm intention to make an offer for Assura in accordance with
Rule 2.7 of the Code or announces that it does not intend to make
an offer, in which case the announcement will be treated as a
statement to which Rule 2.8 of the Code applies. This deadline will
only be extended with the consent of the Takeover Panel, in
accordance with Rule 2.6(c) of the Code.
A further announcement will be made
if and when appropriate.
The person responsible for arranging
the release of this announcement on behalf of PHP is Toby Newman,
Company Secretary.
Enquiries:
PHP
Harry Hyman, Non-Executive
Chair
+44 (0) 797 334 4768
Mark Davies, Chief Executive
Officer
+44 (0) 796 812 2448
Richard Howell, Chief Financial
Officer
Deutsche Numis (Financial
Adviser and Corporate Broker to PHP)
Kevin
Cruickshank
+44 (0) 207 260 1000
Heraclis Economides
Stuart Ord
Jack McLaren
Burson Buchanan (Financial PR)
Mark
Court
+44 (0) 207
466 5066
Stephanie Whitmore
php@buchanan.uk.com
Verity Parker
Jesse McNab
CMS Cameron McKenna Nabarro Olswang
LLP are retained as legal adviser to PHP.
Further
information
Numis Securities Limited ("Deutsche
Numis"), which is authorised and regulated in the United Kingdom by
the Financial Conduct Authority, is acting exclusively for PHP and
no one else in connection with the matters set out in this
announcement and will not regard any other person as its client in
relation to the matters in this announcement and will not be
responsible to anyone other than PHP for providing the protections
afforded to clients of Deutsche Numis, nor for providing advice in
relation to any matter referred to herein. 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.
Rule 2.4
information
In accordance with Rule 2.4(c)(iii)
of the Code, PHP confirms that it is not aware of any dealings in
Assura shares that would require it to offer a minimum level, or a
particular form, of consideration under Rule 6 or Rule 11 of the
Code. However, it has not been practicable for PHP to make
enquiries of all persons acting in concert with it prior to the
date of this announcement in order to confirm whether any details
are required to be disclosed under Rule 2.4(c)(iii) of the Code. To
the extent that any such details are identified following such
enquiries, PHP will make an announcement disclosing such details as
soon as practicable, and in any event by no later than the time it
is required to make its Opening Position Disclosure under Rule 8.1
of the Code.
Rule 2.9
information
In accordance with Rule 2.9 of the
Code, PHP confirms that, as at the close of business on 7 March
2025 (being the business day immediately prior to the date of this
announcement), it had in issue 1,336,493,786 ordinary shares of
12.5 pence each. PHP does not hold any ordinary shares in treasury.
The International Securities Identification Number (ISIN) of the
ordinary shares is GB00BYRJ5J14.
Publication on
website
In accordance with Rule 26.1 of the
Code, a copy of this announcement will be available at
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.
