Acquisition Update

RNS Number : 7616D

Assura Group Limited

28 March 2011

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION 

Assura Group Limited ("Assura" or the "Company")

Recommended Offer by Assura for the entire issued and to be issued share capital of AH Medical Properties plc ("AHMP")

Offer update - compulsory acquisition of AHMP Shares

On 19 January 2011, Assura announced the terms of a recommended offer (the "Offer") to acquire the entire issued and to be issued share capital of AHMP.  The full terms of, and conditions to, the Offer and the procedure for acceptance were set out in the offer document issued by Assura on 27 January 2011 (the "Offer Document").

The Offer was declared unconditional other than in respect of Admission of the Consideration Shares on 18 February 2011. Admission of the Consideration Shares occurred on 22 February 2011 at which point the Offer became wholly unconditional.

Compulsory acquisition

As at 3:00 p.m. (London time) on 25 March 2011, Assura had received valid acceptances from AHMP Shareholders in respect of 66,515,389 AHMP Shares representing approximately 99.53 per cent. of the existing issued share capital of AHMP.  Therefore, valid acceptances have been received in respect of more than 90 per cent. of the AHMP Shares to which the Offer relates.

Assura announces that compulsory acquisition notices (the "Notices") pursuant to section 979 of the Companies Act 2006 are today being posted to those AHMP Shareholders who have not yet accepted the Offer (the "Non-Assenting Shareholders") setting out Assura's intention to acquire compulsorily all remaining AHMP Shares on the same terms as the Offer.

Unless Non-Assenting Shareholders apply to court and the court orders otherwise, on the expiry of six weeks from the date of the Notices, the AHMP Shares held by Non-Assenting Shareholders who have not accepted the Offer by the expiry of the six week period will be acquired compulsorily by Assura under the terms of the Offer, and unless such Non-Assenting Shareholders inform Assura in writing that they wish to receive New Assura Shares as consideration for all or part of their AHMP Shares, the AHMP Shares held by such Non-Assenting Shareholders will be acquired by Assura on the basis of the Cash Alternative and they will be entitled to 40 pence in cash for each AHMP Share such Non-Assenting Shareholder holds on that date.

Procedure for acceptance of the Offer

The Offer remains open until further notice and at least 14 days' notice will be given of the closing of the Offer. AHMP Shareholders who have not yet accepted the Offer are urged to do so immediately.

To accept the Offer in respect of AHMP Shares held in certificated form, AHMP Shareholders must complete, sign and return the Form of Acceptance, together with their share certificate(s) or other relevant document(s) of title, in accordance with the instructions contained therein and set out in the Offer Document.

To accept the Offer in respect of AHMP Shares held in uncertificated form (that is, in CREST), AHMP Shareholders must follow the procedure for electronic acceptance through CREST in accordance with the instructions set out in the Offer Document.  If AHMP Shareholders hold their AHMP Shares as a CREST sponsored member, they should refer to their CREST sponsor as only their CREST sponsor will be able to send the necessary TTE Instruction to Euroclear.

For further information in relation to the Offer, please refer to the Offer Document and Assura's announcement on 18 February 2011.

Capitalised terms used but not defined in this announcement shall have the meaning given to them in the Offer Document.

Enquiries:

Assura Group Limited	01928 737 000
Nigel Rawlings, CEO
Conor Daly, Company Secretary
Cenkos Securities	020 7397 8900
Ian Soanes
Adrian Hargrave
Financial Dynamics	020 7831 3113
Ben Atwell
Ben Brewerton

Cenkos Securities plc, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Assura and no one else in connection with the Offer and will not be responsible to anyone other than Assura for providing the protections afforded to its clients nor for providing advice in relation to the Offer or any other matter described in this announcement.

This announcement is not intended to, and does not, constitute or form part of any offer, solicitation of an offer to purchase, or an 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 Offer or otherwise. This announcement does not constitute a prospectus or a prospectus equivalent document and the New Assura Shares are not being offered to the public by means of this announcement. AHMP Shareholders and Assura Shareholders are advised to read carefully the formal documentation in relation to the Offer.

Overseas jurisdictions

The release, publication or distribution of this announcement in certain jurisdictions other than the United Kingdom may be restricted by law. The availability of the New Assura Shares under the terms of the Offer (if made) to persons who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located. Persons who are not resident in the United Kingdom or who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves of, and observe, any applicable requirements. This announcement has been prepared for the purposes of complying with English law and the Code 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 and regulations of any jurisdiction outside of England.

 

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