Acquisition

Medical Property Investment Fd Ltd 13 April 2006 For release at 7.00 a.m. on 13 April 2006 Not for release, publication or distribution in whole or in part, in or into the United States of America, Canada, Australia, the Republic of South Africa, Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction The Medical Property Investment Fund Limited ('MPIF' or the 'Company') Proposed acquisition of the Berrington Parties ('Berrington') and Placing and Open Offer HIGHLIGHTS The Medical Property Investment Fund Limited announces proposals to acquire Berrington, its investment manager, and to raise approximately £110 million by means of a placing and open offer. • The recent NHS White Paper reinforces the MPIF Board's view that the opportunities for investment in primary and community healthcare are considerable • The proposed acquisition of Berrington brings the Company's investment team in-house and will allow MPIF to capitalise on these opportunities more effectively • The proposed fundraising will allow MPIF to continue its successful programme of investment and development of primary healthcare properties and finance the roll out of its Pharmacy and Assura businesses across its portfolio of properties • The proposed consideration for the acquisition of Berrington is £37.4 million comprising £8.8 million in cash and £28.6 million (at 170p) in locked-up new Ordinary Shares • The Placing and Open Offer will raise £110.0 million (approximately £105.6 million after expenses) via the issue of 64,729,021 new Ordinary Shares at 170p per share • The Company also proposes: o a new equity incentive plan to retain and attract key employees; o to continue managing the £198 million Westbury Property Fund Limited which is managed by Berrington; and o certain changes to the Company's Articles to enable the enlarged group to comply with its regulatory requirements A prospectus setting out further details of the Proposals and convening an EGM will be posted to shareholders as soon as practicable. Dr Mark Jackson, Chairman of the Medical Property Investment Fund Limited commented: 'Richard Burrell and his team have done a tremendous job for MPIF since its formation and are now committing themselves to the Company to enable us to take full advantage of the opportunities in primary care which drove the Company's formation and which the NHS White Paper has reinforced'. Richard Burrell, Chief Executive of Berrington commented: 'The NHS White Paper has confirmed our vision of primary and community healthcare in the UK and underpinned MPIF's business plan. The strong support of MPIF's shareholders for the fundraising and the integration of Berrington will enable MPIF to build on the lead it has created in the primary healthcare market and capitalise on the opportunities for both property investment and the development and growth of the Pharmacy and Assura businesses. We believe this is a time of enormous opportunity for traditional General Practice to transform itself with the help of a strong GP focused business partner capable of delivering the necessary investment skills and support to deliver highly accessible services for patients. This environment where secondary care is shifting to primary care, supported by Practice Based Commissioning will create further opportunities for us to improve the patient experience' Enquiries Richard Burrell Berrington Fund Management Limited 020 7659 6271 Tony Langham Lansons Communications 020 7294 3617 Tonyl@lansons.com 07979 692 287 James Horsman Lansons Communications 020 7294 3686 Jamesh@lansons.com 07730 989 699 Charlotte Edgar Lansons Communications 020 7294 3622 Charlottee@lansons.com 07734 929 219 Cenkos Securities Limited, which is authorised and regulated by the Financial Services Authority, is acting for The Medical Property Investment Fund Limited and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than The Medical Property Investment Fund Limited for providing the protections afforded to its customers or for providing advice to any other person in relation to the matters referred to in this announcement. BDO Stoy Hayward Corporate Finance, a division of BDO Stoy Hayward LLP, Chartered Accountants, which is authorised and regulated by the Financial Services Authority, is acting for The Medical Property Investment Fund Limited and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than The Medical Property Investment Fund Limited for providing the protections afforded to its customers or for providing advice to any other person in relation to the matters referred to in this announcement. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to acquire, purchase or subscribe for any securities. This announcement has not been examined or approved by the FSA or the London Stock Exchange or any other regulatory authority. The distribution for this announcement in certain jurisdictions 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 these restrictions may constitute a violation of the securities laws of any such jurisdiction. Any purchase of or application for shares in the Placing and the Open Offer should only be made on the basis of information contained in the formal prospectus to be issued in connection with the Placing and the Open Offer and any supplement thereto. The information contained herein is not for publication or distribution in or into the United States of America. These materials are not an offer of securities for sale in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933 (the 'Act'), as amended, and may not be offered or sold in the United States absent registration under the Act or an available exemption from registration. No public offering of the securities referred to herein will be made in the United States. The information contained in this announcement is not for publication or distribution to persons in Australia, Canada, Japan or the Republic of South Africa. The shares referred to herein may not, directly or indirectly, be offered, sold, taken up or delivered in, into or from Australia, Canada, Japan or the Republic of South Africa. Certain statements in this announcement are forward looking statements. By their nature, forward looking statements involve a number of risks, uncertainties and assumptions because they relate to events and/or depend on circumstances that may or may not occur in the future and could cause actual results to differ materially from those expressed in, or implied by, the forward looking statements. These include, among other factors: the Group's ability to obtain capital/additional finance; the limitations of the Group's internal financial controls; any increase in competition; an unexpected decline in turnover; legislative, fiscal and regulatory developments including, but not limited to, changes in environmental and safety regulations; and currency and interest rate fluctuations. These and other factors could adversely affect the outcome and financial effects of the plans and events described herein. Forward looking statements contained in this announcement based on past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Subject to any requirement under the Listing Rules of the UK Listing Authority, neither the Company nor Cenkos Securities Limited nor BDO Stoy Hayward Corporate Finance undertakes any obligation to update or revise any forward looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on forward looking statements, which speak only as of the date of this announcement. Not for release, publication or distribution in whole or in part, in or into the United States of America, Canada, Australia, the Republic of South Africa, Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction The Medical Property Investment Fund Limited ('MPIF' or the 'Company') Proposed acquisition of the Berrington Parties and Placing and Open Offer 1 Introduction The Medical Property Investment Fund Limited announces that it has entered into conditional agreements to acquire the Berrington Parties (comprising Berrington and Strategis) for a consideration of £37.4 million (including the cost of discharging certain obligations) which will be satisfied by the issue of 16,826,360 new Ordinary Shares and the payment of approximately £8.8 million in cash. The Company also announces a placing and open offer of 64,729,021 new Ordinary Shares at 170 pence per share to raise £110.0 million before expenses (approximately £105.4 million net of expenses) for the Enlarged Group. Of the proceeds, approximately £96.6 million will be used to enable MPIF to continue its programme of investing in the primary healthcare market in the UK and £8.8 million will be applied to fund the cash element of the consideration for the Acquisitions. Berrington is the Company's investment manager and Strategis is a sub-adviser. The acquisition of Berrington is a related party transaction for the purposes of the Listing Rules, which require that the Berrington Acquisition be approved by Shareholders in general meeting. An EGM will be convened at which resolutions to approve the Acquisitions and the Placing and Open Offer will be proposed, along with resolutions to approve, inter alia, changes to the Company's Articles and the establishment of an employee equity incentive plan, each as described below. 2 Background to and reasons for the Acquisitions and the Placing and Open Offer Like many investment entities quoted on the UK's stockmarkets, MPIF has historically been dependent upon the services of an independent investment manager, a structure suited to companies whose sole activity is investment. The Board considers that the opportunities for the Company in the evolving UK primary care market are considerable and it believes that these opportunities, which could extend beyond pure property investment into development and operation of healthcare facilities and pharmacy activities, can be capitalised upon more effectively with a management team employed by the Company. MPIF's operating businesses are in their start-up phase and will require investment and management attention over the next few years in order to drive growth and returns. The Board considers that these businesses can be managed more effectively by an in-house team than by sub-contracted management. The Board believes that the Acquisitions will provide the Company with a capable and committed investment management team with the ability to generate value for Shareholders through growth of MPIF's business and management of WPF, for which Berrington is also the investment manager. The Board believes the team has proved its ability to innovate within the medical property sector and expects that performance to continue for the benefit of Shareholders in what the Board regards as a supportive healthcare marketplace. MPIF has successfully invested or committed approximately £340 million and has a strong pipeline of investment opportunities. The Board considers that the Company can expect to experience increasing demand for the primary care facilities in which it plans to invest. Accordingly the Company proposes to use approximately £96.6 million of the net proceeds of the Placing and Open Offer to fund its investment plans. 3 Information on the Berrington Parties The Berrington Parties comprise Berrington and Strategis. Berrington was formed as an investment manager of property funds and related businesses and it aims to provide above-average returns to investors from both of the funds it manages. In order to enable Berrington to operate most effectively, its owners have created a group comprising BFML (a Guernsey-based company which holds the investment management contract with MPIF) and BFMLLP (a limited liability partnership to which BFML has delegated many of its obligations under its investment management agreements). The Directors regard Berrington as, essentially, a single business. Berrington employed 23 full-time employees and 6 consultants as at 31 March 2006. Berrington derives its income in the form of monthly management fees and performance fees from the two funds it manages. It is paid an annual management fee by WPF of 1.2 per cent. of gross assets under management and a similar management fee by MPIF of 2 per cent. of MPIF's net asset value (each payable monthly). It is also entitled to performance fees based respectively on WPF's net asset value and MPIF's total shareholder return. As well as being MPIF's investment manager, Berrington also manages the funds of WPF. As with MPIF, BFML is the investment manager and delegates many of its obligations to BFMLLP. WPF is a closed-ended property investment company listed on the Official List investing in commercial properties in the retail, industrial and office sectors. At 31 March 2006 it had gross assets of £198 million. WPF also has a policy that its venture portfolio is limited to 10 per cent. of its gross assets. Over the last three years, WPF has produced an un-geared total return of 18.4 per cent. per annum which has outperformed its IPD Benchmark by 2.3 per cent. per annum. Over the same period, the fund was ranked 9th out of 53 peer group property funds (These figures are taken from a report prepared by International Property Data Bank Limited and are calculated on a hypothetical basis given that some of WPF's assets do not qualify for inclusion in the IPD indices.). Richard Burrell, Chief Executive of Berrington, was a director of MSS, formerly Westbury Asset Management Limited, which began managing WPF's funds on its admission to the Official List in April 2002. In September 2003, Richard Burrell left MSS and formed Berrington together with EAIL and in September 2003 Berrington took over the investment management of WPF. Berrington began managing MPIF's funds on MPIF's flotation in November 2003. The report and accounts of BFML and BFMLLP for the year ended 30 September 2005 show that Berrington generated an aggregate net profit of £1.06 million (2004: £0.8 million) on turnover of £4.1 million (2004: £3.2 million) and that at 30 September 2005 it had gross assets of £3.2 million (2004: £2.6 million). Strategis provides sub-advisory investment management services to Berrington and is owned by Nigel Rawlings, chief financial officer of Berrington. For the year ended 30 April 2005, Strategis generated a profit before tax of £0.1 million and as at that date had negligible net assets. As Chief Executive and Chief Financial Officer respectively of Berrington, Richard Burrell and Nigel Rawlings are key members of the Company's investment management team and will become key employees of the Enlarged Group. Berrington has historically had arrangements with certain sub-advisers who have contracted to provide property investment management and other services to Berrington and who are entitled to payments, including interests in the performance fees earned by Berrington. These sub-advisers include Tarncourt Limited, a company previously owned by Peter Dickson, a co-founder of MPIF, which provided Peter's services until his death at the end of last year. The Company has agreed to conclude the financial interest of Peter's estate in the financial performance of MPIF by acquiring Tarncourt Limited and thereby its entitlement to future payments. Berrington has brought certain sub-advisory arrangements to an end by agreeing to make final settlement payments. The aggregate cost to the Company of discharging these obligations will be £7.5 million, including the allotment of 588,235 of the Consideration Shares. 4 Principal terms of the Acquisitions The Company and MHL has entered into conditional agreements to acquire the issued and to be issued share capital of BFML, the members' interests in BFMLLP and the entire issued share capital of Strategis. The total cost to MPIF of making the Acquisitions will be £37.4 million which will be satisfied by the issue of 16,826,360 of the Consideration Shares and the payment of £8.8 million in cash. Of this amount, cash and new Ordinary Shares with a value of approximately £7.5 million will be used to discharge certain obligations of Berrington to sub-advisers, as described above, and the remainder, estimated to be approximately £29.9 million, will be paid to the Vendors. Richard Burrell, the holder of the majority of the interests in Berrington, and Nigel Rawlings, the owner of Strategis, will each receive 90 per cent. of their payments in the form of new Ordinary Shares which they have committed to retain for periods of between 2 and 5 years following Completion. In addition, each of Richard Burrell and Nigel Rawlings has entered into a new long-term service contract with MPIF. The Acquisitions and the Placing and Open Offer are interconditional. The conditions include Shareholder approval at the EGM, the Placing Agreement becoming unconditional (save for any condition relating to Admission) and not having been terminated prior to Admission, receipt of the required regulatory approvals from the GFSC and the FSA and Admission becoming effective on the day following the EGM or such later date as Cenkos and the Company may determine (being not later than 22 May 2006). 5 Financial and other effects of the Acquisitions The principal effect of the Acquisitions will be to bring into MPIF the income (comprising management and performance fees) generated from the management of WPF and the costs of Berrington's investment management team and to retain within the Company the fees (both the regular monthly fees and the performance fees) that would otherwise have been payable to Berrington under the Investment Management Agreement between MPIF and Berrington. As a consequence of the incentive fee arrangements in the Investment Management Agreement and the strong performance of the MPIF share price during the course of 2005, MPIF's accounts for the year ended 31 December 2005 disclose a provision for the performance fee amounting to some £13.1 million. Following the Acquisitions, the performance fee provision will be eliminated from MPIF's accounts. 6 Additional proposals Executive Equity Incentive Plan The Board considers that the Company's personnel, including those responsible for the establishment of HCP, the team to be acquired with Berrington and the additional staff that it is anticipated will be required to maintain the Company's growth, are key to the Company's development and should be appropriately incentivised. Accordingly, it is proposed that the Company should adopt the Incentive Plan to retain key employees and to attract new employees. The proposed Incentive Plan provides for a series of share-based payments which will vest in two tranches following the financial years to 31 December 2008 and 31 December 2010, subject to achievement of a variety of performance criteria. The maximum number of Ordinary Shares which may be awarded under the Incentive Plan is 8,066,768. Establishment of the Incentive Plan is subject to Shareholder approval. Neither the Directors nor Richard Burrell and Nigel Rawlings, chief executive and chief financial officer respectively of BFMLLP, who will receive Consideration Shares in consideration for the Berrington Acquisition and the Strategis Acquisition, will participate in the Incentive Plan. PEL Arrangement PEL has provided the initial business plan and related services in connection with the establishment of the Company's pharmacy business, HCP, and has agreed in principle to receive an interest in the business rather than cash in payment for the business plan and services. It is proposed that PEL will receive 650,000 new Ordinary Shares. PEL has committed to retaining the 325,000 new Ordinary Shares which are attributable to Dr Curran until 2008 and the remainder for 6 months following completion. PEL has agreed to enter into the PEL Arrangement in order to ensure that its interests, and thereby those of Dr Curran, are transparent and fully aligned with those of Shareholders. The PEL Arrangement is conditional upon Shareholder approval but not on the completion of the Acquisitions or the Placing and Open Offer. Changes to the Articles As BFML is regulated by the GFSC and BFMLLP by the FSA, the acquisition of BFML by the Company gives rise to certain regulatory requirements for MPIF. Following completion of the Acquisitions these regulatory requirements mean that MPIF must (i) notify the GFSC of any shareholder holding 5 per cent. or more of the Company; and (ii) obtain GFSC consent to any shareholder holding 15 per cent. or more of the Company. It is therefore proposed that the Articles be amended to provide that (i) any shareholder holding 5 per cent. or more be required to notify the Company of that fact; and (ii) any shareholder holding 15 per cent. or more be required to notify the Company of that fact and, in either such case, any shares held by such Shareholder in excess of the threshold be disenfranchised until such time as the required consent of the GFSC is obtained. If such consent is not obtained then the shareholder would be required to sell the shares. These changes to the Articles require Shareholder approval. Other The Company has agreed heads of terms (subject to contract) to purchase the minority interests in BHE, the LIFT development company in which the Company currently has a 70 per cent. interest, for a consideration of £3,038,100, which will be satisfied by the allotment of new Ordinary Shares at the Issue Price. It is the intention of the Company to become a member of the FTSE All Share index at the next opportunity and, upon meeting the qualifying criteria, the FTSE 250 Index. 7 Information on the Company History and Development of MPIF MPIF was incorporated on 7 October 2003 and it was admitted to listing on the Official List on 21 November 2003 as a property collective investment undertaking, raising £140 million (before expenses) from institutional investors for the purpose of investing in primary healthcare facilities in the UK. Current trading Since flotation, the Company has acquired or exchanged contracts on 82 sites, currently has a further 23 in solicitors' hands and has a further 20 sites under development. Circa £340 million of capital has been invested or committed with an estimated average Net Initial Yield of approximately 6.5 per cent. These figures are extracted from the management information of the Company and are unaudited. As at 31 December 2005, the Company's property portfolio was valued at £131.6 million, including investment of £3.6 million in a property under development. When the Company commits to fund properties under development it is the Company's practice to select developments that are substantially pre-let such that the properties generate rental income from practical completion. The investments and commitments to date have been funded from the proceeds of the flotation and a £100 million revolving credit facility provided by National Australia Bank. The Company is on target to invest or commit £400 million by the end of 2006. In addition to the Group's investment in property, in late 2004 the Company established its own pharmacy business, HCP, in direct response to the increased role of pharmacies within primary healthcare centres. As the Company's property portfolio expands, it intends to apply for licences to operate pharmacies within those developments. As at 31 March 2006, MPIF had opened one pharmacy and aims to open 20 by the end of 2007. In response to the introduction of Practice Based Commissioning and the Government's intention to relocate certain secondary care services to primary care facilities, the Company has developed a serviced health platform business under the brand 'Assura Health and Wellness Centres' ('Assura') to develop and lease additional space within its existing premises and developments to related health provider organisations, diagnostic providers and health professionals with flexible space to be let on both a short term (including sessional) and longer term basis. In addition, it is anticipated that Assura will provide enhanced medical and business support services to the GPs and health professionals operating from its facilities. By 2010, Assura aims to serve 5 per cent. of the UK population either as registered patients of Assura Health and Wellness Centres or as registered patients of locality groups where an Assura limited liability partnership has been formed. Strategy and prospects The Board believes that the Company's strategy is in line with the NHS White Paper and, following Completion, MPIF intends to focus its resources and generate income from three principal business divisions: Property, Pharmacy, and Assura. It is anticipated that the integration of Berrington with MPIF will create a strong, dedicated in-house management team to seek to achieve this. In addition, the Company welcomes forthcoming legislation to introduce Real Estate Investment Trusts and will assess whether it is in Shareholders' interests to apply for Real Estate Investment Trust status for all or part of the business if the legislation is enacted. 8 Financial information MPIF has reported a net profit after investment result of £4.0 million for the year ended 31 December 2005 (2004: £2.2 million) and a loss before tax of £12.4 million (2004: profit of £2.2 million). Provisions comprised charges of £13.1 million and £3.5 million respectively in relation to an accrual of performance fees and a revaluation of a swap contract to fix the Company's interest rate which matures on 3 June 2025. On 31 December 2005 the Company had a net asset value of 82.8 pence per Ordinary Share (2004: 96.0 pence). Upon completion of the Acquisitions, whereupon the performance fee provision will be eliminated, on a pro forma basis, the net asset value per Ordinary Share would be 102.8 pence. 9 Dividend Policy An interim dividend of 1.33 pence per Ordinary Share was paid on 15 October 2004 and a final dividend of 2.67 pence per Ordinary Share was paid on 11 April 2005 making a total dividend of 4 pence per Ordinary Share for the financial year ended 31 December 2004. When the Company floated in November 2003 it committed to a progressive dividend policy. Shareholders were also advised that dividends would be paid out of gross revenue. Although the Company suffered a loss for the year ended 31 December 2005 of £12.4 million after the performance fee provision of £13.1 million and the interest rate swap revaluation charge of £3.5 million, the Board, having given due regard to the underlying profitability of the Company, has recommended a final dividend of 3.34 pence (2004: 2.67 pence) per Ordinary Share making a total of 5 pence per Ordinary Share for the year (2004: 4 pence). The payment of this dividend is subject to Shareholder approval at the Company's AGM on 12 May 2006 and application to the Guernsey Royal Court immediately thereafter, to increase the Company's distributable reserves by transferring reserves from the share premium account to reserves available for distribution. Following Shareholder and Guernsey Royal Court approval, it is expected that the final dividend will be paid to Shareholders in early June 2006. The Board considers that the medium term prospects for MPIF are very positive. They believe that the addition of the HCP and Assura initiatives to the core business of innovative primary healthcare property investment will enable the Company to maximise the returns from its expertise in the primary care market and grow its dividends accordingly. The Board's current intention is to declare a dividend of 6 pence for the year ending 31 December 2006. 10 Information on the Placing and Open Offer Use of proceeds The Placing and Open Offer is expected to raise approximately £110.0 million before expenses. Of the net proceeds of approximately £105.4 million, £96.6 million will fund further development of the Company's continued investment in the primary healthcare market, and £8.8 million will fund the cash payments associated with the Acquisitions, being cash consideration of approximately £2.3 million and approximately £6.5 million in aggregate to discharge certain cash obligations of BFML. Principal terms Cenkos has agreed, as agent for the Company, to invite Qualifying Shareholders to apply for the Open Offer Shares to be issued pursuant to the Placing and Open Offer at the Issue Price payable in full in cash on application and free of all expenses on the basis of 5 Open Offer Shares for every 11 Ordinary Shares held at the Record Date. Entitlements to Open Offer Shares will be rounded down to the nearest whole number of Open Offer Shares. Fractional entitlements to Open Offer Shares will be aggregated and placed for the benefit of the Company. The Placing and Open Offer is conditional, inter alia, upon Shareholder approval, the Acquisition Agreements becoming unconditonal (save for any conditions relating to Admission) and Admission. The Placing and Open Offer is not underwritten but Cenkos has conditionally pre-placed all of the Open Offer Shares at the Issue Price (subject to clawback by Qualifying Shareholders in order to satisfy valid applications under the Open Offer). The pre-placing is conditional upon the Placing Agreement having become unconditional in all respects and not having been terminated prior to Admission. The new Ordinary Shares will, on Admission, rank in full for all dividends and other distributions declared, made or paid on the Ordinary Shares after Admission (save that they will not rank for the final dividend declared by the Company for the 12 months ended 31 December 2005) and will otherwise rank pari passu in all respects with the Ordinary Shares in issue at the date of this announcement. A formal timetable will be published at the time of posting the prospectus to shareholders Enquiries Richard Burrell Berrington Fund Management Limited 020 7659 6271 Tony Langham Lansons Communications 020 7294 3617 Tonyl@lansons.com 07979 692 287 James Horsman Lansons Communications 020 7294 3686 Jamesh@lansons.com 07730 989 699 Charlotte Edgar Lansons Communications 020 7294 3622 Charlottee@lansons.com 07734 929 219 Cenkos Securities Limited, which is authorised and regulated by the Financial Services Authority, is acting for The Medical Property Investment Fund Limited and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than The Medical Property Investment Fund Limited for providing the protections afforded to its customers or for providing advice to any other person in relation to the matters referred to in this announcement. BDO Stoy Hayward Corporate Finance, a division of BDO Stoy Hayward LLP, Chartered Accountants, which is authorised and regulated by the Financial Services Authority, is acting for The Medical Property Investment Fund Limited and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than The Medical Property Investment Fund Limited for providing the protections afforded to its customers or for providing advice to any other person in relation to the matters referred to in this announcement. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to acquire, purchase or subscribe for any securities. This announcement has not been examined or approved by the FSA or the London Stock Exchange or any other regulatory authority. The distribution for this announcement in certain jurisdictions 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 these restrictions may constitute a violation of the securities laws of any such jurisdiction. Any purchase of or application for shares in the Placing and the Open Offer should only be made on the basis of information contained in the formal prospectus to be issued in connection with the Placing and the Open Offer and any supplement thereto. The information contained herein is not for publication or distribution in or into the United States of America. These materials are not an offer of securities for sale in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933 (the 'Act'), as amended, and may not be offered or sold in the United States absent registration under the Act or an available exemption from registration. No public offering of the securities referred to herein will be made in the United States. The information contained in this announcement is not for publication or distribution to persons in Australia, Canada, Japan or the Republic of South Africa. The shares referred to herein may not, directly or indirectly, be offered, sold, taken up or delivered in, into or from Australia, Canada, Japan or the Republic of South Africa. Certain statements in this announcement are forward looking statements. By their nature, forward looking statements involve a number of risks, uncertainties and assumptions because they relate to events and/or depend on circumstances that may or may not occur in the future and could cause actual results to differ materially from those expressed in, or implied by, the forward looking statements. These include, among other factors: the Group's ability to obtain capital/additional finance; the limitations of the Group's internal financial controls; any increase in competition; an unexpected decline in turnover; legislative, fiscal and regulatory developments including, but not limited to, changes in environmental and safety regulations; and currency and interest rate fluctuations. These and other factors could adversely affect the outcome and financial effects of the plans and events described herein. Forward looking statements contained in this announcement based on past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Subject to any requirement under the Listing Rules of the UK Listing Authority, neither the Company nor Cenkos Securities Limited nor BDO Stoy Hayward Corporate Finance undertakes any obligation to update or revise any forward looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on forward looking statements, which speak only as of the date of this announcement. Notes to editors The Medical Property Investment Fund Limited ('MPIF') is listed on the London Stock Exchange and invests in primary health care property, pharmacy and related operating businesses. The Fund aims to develop and acquire fully let, modern primary health care premises and existing GP owned surgeries capable of being further developed to create larger primary care facilities, accommodating enlarged GP partnerships and other complementary medical services including pharmacy and its Assura activities. Assuming the Acquisitions and Placing and Open Offer complete, MPIF will have a market capitalisation, based on a placing price of 170p, of circa £400m. The Westbury Property Fund Limited ('WPF') is a £198m closed ended property investment fund domiciled in Guernsey and listed on the London Stock Exchange as a property investment company. As at 31 March 2006, WPF had a direct, or balanced, property portfolio of 21 properties with 68 tenancies comprising multi let offices, high street and out of town retail and industrial assets. The properties are geographically spread throughout the UK. The balanced portfolio has a blend of core, growth and management intensive assets and benefits from a weighted average lease length of circa 10.1 years. Berrington Fund Management ('Berrington') is a property fund management company specialising in creating and managing property investment funds. It employs leading fund managers and property professionals and aims to produce total returns ahead of comparable property indices and other asset classes. Berrington also advises on and structures private property investments to suit specific investor needs which can benefit from Berrington's property deal flow and investor and financing relationships. DEFINITIONS The following definitions apply throughout this announcement, unless the context otherwise requires: Acquisitions the Berrington Acquisition and the Strategis Acquisition Acquisition the Berrington Acquisition Agreements and the Strategis Agreements Acquisition Agreement Admission the admission of the New Ordinary Shares to (i) the Official List and (ii) to trading on the London Stock Exchange's market for listed securities becoming effective in accordance with the Listing Rules and the London Stock Exchange's Admission and Disclosure Standards Articles the articles of association of the Company Assura an early-stage business owned by the Group and run through the Company's wholly-owned subsidiary, Assura Medical Limited, which it is intended will provide serviced property and associated services to healthcare practitioners BDO Stoy BDO Stoy Hayward Corporate Finance, a division of BDO Stoy Hayward Hayward LLP, Chartered Accountants, which is authorised and Corporate regulated in the United Kingdom by the FSA to carry on investment Finance business Berrington together, BFML and BFMLLP (or either of them as the context requires) Berrington the proposed acquisition by the Company either directly or via a Acquisition Subsidiary of the entire issued share capital of BFML and of the members' interests in BFMLLP pursuant to the Berrington Acquisition Agreements Berrington the conditional agreements between the Berrington Vendors and the Acquisition Company and/or one or more of the Subsidiaries relating to the Agreements Berrington Acquisition Berrington Berrington and Strategis Parties Berrington the registered holders of: Vendors (i) the existing issued shares in the capital of BFML being Richard Burrell and EAIL; and (ii) the members interests in BFMLLP being Richard Burrell, Helen Burrell and EAIL BFML Berrington Fund Management Limited, the Company's investment manager BFMLLP Berrington Fund Management LLP, a sub investment manager to the Company BHE BHE Holdings Limited Board or the directors of the Company Directors Business Day a day (other than a Saturday or Sunday or public holiday) on which banks are generally open for normal banking business in the City of London Cenkos Cenkos Securities Limited, which is authorised and regulated in Securities or the United Kingdom by the FSA to carry on investment business Cenkos Committed where capital is referred to as Committed the transactions in question include those in solicitors' hands, those on which the Company is the preferred bidder and sites acquired where there is, as yet, no binding agreement to undertake construction Completion completion of the Acquisitions Consideration the 16,826,360 Ordinary Shares to be allotted and issued to the Shares Vendors or in settlement of obligations to investment sub-advisers on or shortly after Completion EAIL Ethel Austin Investments Limited Enlarged Group the Group as enlarged by the Acquisitions Extraordinary the extraordinary general meeting of the Company General Meeting or EGM FSA or the Financial Services Authority of the United Kingdom Financial Services Authority FSMA the Financial Services and Markets Act 2000, as amended GFSC Guernsey Financial Services Commission Group the Company and its Subsidiaries HCP Healthcare Pharmacies Limited, a company ultimately wholly-owned by the Company Incentive Plan the proposed executive equity incentive plan Incentive Plan the Ordinary Shares to be allotted and issued in connection with Shares the Incentive Plan Issue Price 170 pence per New Ordinary Share LIFT or Local a government policy to improve primary care facilities Improvement through public private partnerships as set out in the July 2001 Finance Department of Health document 'Modernising Primary Care in the Trust NHS: NHS Local Improvement Finance Trusts' Listing Rules the listing rules issued by the UK Listing Authority (as amended from time to time) London Stock London Stock Exchange Plc Exchange MHL Mpif Holdings Limited, a wholly owned subsidiary of the Company Mpif or the The Medical Property Investment Fund Limited Company MSS MSS Capital Limited, formerly Westbury Asset Management Limited New Ordinary the Consideration Shares, the Open Offer Shares, the PEL Shares Shares and the Incentive Plan Shares Net Initial the estimated average net initial yield based on all properties Yield within the current portfolio being completed and let or sold and taking account of the tenant's/purchaser's costs in connection with the letting or sale of the properties NHS White the Department of Health White Paper published on 30 January 2006 Paper titled 'Our health, our care, our say' Official List the Official List maintained by the FSA pursuant to Part VI of the FSMA Open Offer the conditional offer to Qualifying Shareholders to subscribe for Open Offer Shares at the Issue Price Open Offer an entitlement to subscribe for Open Offer Shares allocated to a Entitlements Qualifying Shareholder pursuant to the Open Offer Open Offer the 64,729,021 Ordinary Shares to be allotted and issued by the Shares Company pursuant to the Placing and Open Offer Ordinary ordinary shares of 10p each in the capital of the Company Shares PEL Pharma 'E' Limited (registered in Guernsey with registered number 36207), the company of which Dr John Curran is a shareholder and director PEL the proposal to allot the PEL Shares to PEL as consideration for Arrangement the services provided by PEL PEL Shares the 650,000 Ordinary Shares to be issued to PEL pursuant to the PEL Arrangement Placing the conditional placing by Cenkos Securities (on behalf of the Company) of the Open Offer Shares on the terms and conditions of the Placing Agreement, subject to the right of Qualifying Shareholders to apply for such shares pursuant to the Open Offer Placing the conditional placing and open offer agreement dated 13 April Agreement 2006, between Cenkos Securities, BDO Stoy Hayward Corporate Finance and the Company relating to the Placing and Open Offer Practice-Based budgetary authority devolved to general practitioners to manage Commissioning the care of their patients or PBC Proposals the Acquisitions, the Placing and Open Offer, the PEL Arrangement, the proposal to adopt the Incentive Plan and the proposed change to the Company's articles Qualifying holders of Ordinary Shares on the register of members of the Shareholders Company at the Record Date, other than certain overseas Shareholders referred Record Date the record date for the Open Offer Resolutions the resolutions numbered to be proposed at the Extraordinary General Meeting Shareholders holders of Ordinary Shares from time to time Strategis Strategis Limited, a sub-adviser to Berrington Strategis the proposed acquisition by the Company of the entire issued Acquisition share capital of Strategis pursuant to the terms of the Strategis Acquisition Agreement Strategis the conditional agreement dated 13 April 2006 between Nigel Acquisition Rawlings and the Company relating to the Strategis Acquisition Agreement Subsidiaries the subsidiaries of the Company at the date of this announcement UK Listing the Financial Services Authority acting in its capacity as the Authority competent authority for the purposes of Part VI of the FSMA United Kingdom the United Kingdom of Great Britain and Northern Ireland or UK United States the United States of America, its territories and possessions, or USA any state of the United States of America and the district of Columbia and any other area subject to its jurisdiction WPF The Westbury Property Fund Limited Vendors the Berrington Vendors and Nigel Rawlings This information is provided by RNS The company news service from the London Stock Exchange

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