Offer for AH Medical Properti

RNS Number : 7134Z

Assura Group Limited

19 January 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

19 January 2011

Recommended Offer

Assura Group Limited

for the entire issued and to be issued share capital of

AH Medical Properties plc

The board of Assura and the Independent AHMP Directors are pleased to announce that they have reached agreement on the terms of a recommended offer to be made by Assura for the entire issued and to be issued share capital of AHMP.

The Acquisition will create the UK's largest listed primary care medical property and pharmacy group with property assets of £504 million, an internally-managed, cost-efficient operating structure and access to an attractive pipeline of future investment opportunities.

HIGHLIGHTS

· The Offer will be on the basis of 0.85 new Assura Shares for each AHMP Share

· There is a cash alternative of 40 pence per AHMP Share, subject to the aggregate amount of cash payable under the
Cash Alternative being limited to £10.5 million

· The Offer values each AHMP Share at 39.2 pence and the existing issued and to be issued share capital (including
the Convertible Loans) of AHMP at approximately £28.3 million¹

· The Offer represents a premium¹ of:

- 22.5 per cent. over the Closing Price of an AHMP Share of 32 pence on 9 August 2010 (being the last Business Day prior to the commencement of the Offer Period); and

- 3.2 per cent. over the Closing Price of an AHMP Share of 38 pence on 18 January 2011 (being the last Business Day prior to the date of this announcement)

· The Assura Directors believe that the Acquisition will be earnings per share enhancing in the first full year following
completion²

· Assura has received irrevocable undertakings to accept, or procure the acceptance of, the Offer from certain AHMP
Shareholders in respect of, in aggregate, 50,024,603 AHMP Shares, representing approximately 76.2 per cent. of AHMP's existing issued share capital. As 41,031,747 AHMP Shares are additionally subject to irrevocable undertakings not to elect for the Cash Alternative, the Cash Alternative is sufficient for all other AHMP Shareholders to receive their entire consideration in cash should they so elect

· Assura is proposing to raise approximately £11.4 million (before expenses) by way of the Open Offer and
approximately £12.0 million (before expenses) by way of the Firm Placing through the issue of 52.1 million new Assura Shares at 45 pence per share in order to provide funding for the Cash Alternative, for future acquisition and development opportunities for the Enlarged Group and for the costs of the acquisition

· Assura has also entered into a number of arrangements with Ashley House whereby, subject to the satisfaction or
waiver of certain conditions (including the approval of the Independent AHMP Shareholders), Assura will:

- acquire three development properties from Ashley House;

- grant a period of exclusivity to Ashley House to undertake due diligence into Assura's LIFT operations (but not investments);

- receive a right of first refusal to acquire all future projects developed by Ashley House for a period of six months;

- make a loan to a joint venture special purpose vehicle established by AHMP and Ashley House to develop land at Scarborough; and

- conditional upon the Offer becoming unconditional in all respects, terminate Ashley House's existing asset management agreement with AHMP.

· The Independent AHMP Directors, who have been so advised by Altium, consider the terms of the Offer to be fair and
reasonable and will unanimously recommend that all AHMP Shareholders accept the Offer

Commenting on the Offer, Rodney Baker-Bates, Chairman of Assura, said:

"This transaction, which is expected to be earnings enhancing, will create the leader in the UK primary healthcare property investment market. It combines two high quality medical property portfolios generating excellent returns and enables us to deliver improved value to existing and new shareholders by leveraging our cost-effective, internally-managed structure. We are also pleased to benefit from AHMP's three development opportunities, as well as the pipeline provided from our arrangements with Ashley House."

Commenting on the Offer, John Gunn, Chairman of AHMP, said:

"The Board is pleased to have delivered a positive outcome for shareholders since the business' inception in late 2004 and particularly since early 2007, when new shareholders came on board. Since 2008 the commercial property and indeed financial markets have been difficult so to have come through such a period and delivered a positive total shareholder return is a source of satisfaction."

There will be a conference call for investors and analysts at 9.00 a.m. today. For details, call Mo Noonan at Financial Dynamics on 020 7831 3113.

¹ Based on the value of an Assura Share at the Closing Price of 46.125 pence on 18 January 2011 (being the last Business Day prior to the date of this announcement).

² Nothing in this announcement is intended, or is to be construed, as a profit forecast or should be interpreted to mean that earnings per Assura Share for the current or future financial years will match or exceed the historical earnings per Assura Share.

Enquiries:

Assura Group Limited	01928 737000
Nigel Rawlings, CEO
Conor Daly, Company Secretary

Cenkos Securities	020 7397 8900
Ian Soanes
Adrian Hargrave

Investec	020 7597 5970
Gary Clarence
Daniel Adams

Financial Dynamics	020 7831 3113
Ben Atwell
Ben Brewerton

AH Medical Properties plc	020 3170 0820
Bruce Walker, CEO

Altium	0845 505 4343
Adrian Reed
Simon Lord

Citigate Dewe Rogerson	020 7638 9571
Sarah Gestetner
Ged Brumby

This summary should be read in conjunction with the full text of this announcement and the Appendices. The conditions to and certain further terms of the Offer are set out in Appendix 1. The sources and bases of certain financial information contained in this announcement are set out in Appendix 2. Details of the irrevocable undertakings received by Assura in relation to the Offer are set out in Appendix 3. Certain definitions and terms used in this announcement are set out in Appendix 4.

Cenkos, 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 the Placing and Open 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 and the Placing and Open Offer or any other matter described in this announcement.

Investec, 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 Placing and Open 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 Placing and Open Offer or any other matter described in this announcement.

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

Altium, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for AHMP and no one else in connection with the Offer and will not be responsible to anyone other than AHMP 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, the Placing and Open 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 and the Placing and Open Offer once it has been dispatched.

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) and the Placing and Open Offer 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.

Unless otherwise determined by Assura or required by the Code and permitted by applicable law and regulation, copies of this announcement are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any jurisdiction where to do so would constitute a breach of the securities laws in that jurisdiction. Any person (including, without limitation, any custodian, nominee and trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement and/or any other related document to any jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.

This announcement is not an offer of securities for sale in the United States and the New Assura Shares, which will be issued in connection with the Offer (if made) and the Placing and Open Offer, have not been, and will not be, registered under the US Securities Act 1933 or under the securities law of any state, district or other jurisdiction of the United States, Canada, Japan, Australia or the Republic of South Africa (Restricted Territories) and no regulatory clearance in respect of the New Assura Shares has been, or will be, applied for in any jurisdiction other than the United Kingdom.

The New Assura Shares may not be offered, sold, or delivered, directly or indirectly, in, into or from the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act 1933 or such other securities laws. The New Assura Shares may not be offered, sold or delivered, directly or indirectly, in, into or from any Restricted Territory or to, or for the account or benefit of, any Restricted Overseas Persons except pursuant to an applicable exemption from, or in a transaction not subject to, applicable securities laws of those jurisdictions.

Forward-looking statements

This announcement may contain forward-looking statements that are subject to risks and uncertainties. Generally, the words 'will', 'may', 'should', 'continue', 'believes', 'expects', 'intends', 'anticipates' or similar expressions identify forward-looking statements. The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions, changes in the regulatory environment and the behaviours of other market participants, and, therefore, undue reliance should not be placed on such statements which speak only as at the date of this announcement. None of Assura, any member of the Assura Group, AHMP or any member of the AHMP Group can give any assurance that such forward-looking statements will prove to have been correct. The reader is cautioned not to place undue reliance on these forward-looking statements, which speak only as at the date of this announcement. None of Assura, any member of the Assura Group, AHMP or any member of the AHMP Group assumes any obligation to update or revise publicly any of the forward-looking statements set out herein, whether as a result of new information, future events or otherwise, except as required pursuant to applicable law.

Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of any member of the Assura Group, the AHMP Group or the Enlarged Group following completion of the Offer unless otherwise stated.

Dealing disclosure requirements

Under Rule 8.3(a) of the Code, any person who is "interested" in 1 per cent. or more of any class of "relevant securities" of an offeree company or of any paper 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 paper 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 paper 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 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the "relevant securities" of the offeree company or of a paper 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 per cent. or more of any class of "relevant securities" of the offeree company or of any paper offeror must make a Dealing Disclosure if the person "deals" in any "relevant securities" of the offeree company or of any paper 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 paper offeror, 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 p.m. (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 paper 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 Takeover 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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Terms in quotation marks in this section (Dealing disclosure requirements) are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.

A copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Territories, for inspection on Assura's website at www.assuragroup.co.uk and on AHMP's website at www.medicalproperties.co.uk by no later than 12.00 p.m. (London time) on 19 January 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

Recommended Offer

Assura Group Limited

for the entire issued and to be issued share capital of

AH Medical Properties plc

1 Introduction

2 The Offer

The Offer, which will be made on and subject to the terms and conditions set out in Appendix 1 to this announcement and the further terms and conditions to be set out in the Offer Document and the Form of Acceptance, will be made by Assura on the following basis:

for each AHMP Share

0.85 new Assura Shares

The Offer values each AHMP Share at 39.2 pence and the existing issued and to be issued share capital (including the Convertible Loans) of AHMP at approximately £28.3 million based on the Closing Price of 46.125 pence of an Assura Share on 18 January 2011 (being the last Business Day prior to the date of this announcement). The Offer represents a premium of approximately 22.5 per cent. over the Closing Price of an AHMP Share of 32 pence on 9 August 2010 (being the last Business Day prior to the commencement of the Offer Period) and approximately 3.2 per cent. over the Closing Price of 38 pence of an AHMP Share on 18 January 2011 (being the last Business Day prior to the date of this announcement).

Full acceptance of the Offer will result in the issue of up to 55,833,558 Consideration Shares by Assura, representing approximately 13.1 per cent. of Assura's enlarged issued share capital assuming (i) no elections are made by AHMP Shareholders for cash under the Cash Alternative; (ii) the issue of 26,666,667 Firm Placed Shares and 25,397,363 Open Offer Shares pursuant to the Placing and Open Offer; and (iii) the issue of no other Assura Shares or AHMP Shares after 18 January 2011 (being the latest practicable date prior to the date of this announcement).

3 The Cash Alternative

As an alternative to receiving the consideration for their AHMP Shares in the form of new Assura Shares, AHMP Shareholders who validly accept the Offer will be able to elect in respect of all or part of their holding of AHMP Shares to receive cash under the Cash Alternative, in which case, such AHMP Shares shall be acquired on the following basis:

for each AHMP Share

40 pence in cash

The Cash Alternative represents a premium of 25.0 per cent. to the Closing Price of an AHMP Share of 32 pence on 9 August 2010 (being the last Business Day prior to the commencement of the Offer Period) and approximately 5.3 per cent. over the Closing Price of 38 pence of an AHMP Share on 18 January 2011 (being the last Business Day prior to the date of this announcement).

The aggregate cash available to all AHMP Shareholders who make a valid election under the Cash Alternative is limited to £10.5 million. As AHMP Shareholders holding, in aggregate, 62.5 per cent. of AHMP's existing issued share capital have irrevocably undertaken to accept the Offer and not to elect for the Cash Alternative, the valid elections of all remaining AHMP Shareholders for the Cash Alternative will be satisfied in full.

The Cash Alternative will remain open until 3.00 p.m. (London time) on the First Closing Date (unless extended by Assura) and may not be available thereafter. The Cash Alternative will be conditional upon the Offer becoming or being declared unconditional in all respects.

4 Recommendation

The Independent AHMP Directors, who have been so advised by Altium, consider the terms of the Offer to be fair and reasonable and to be in the best interests of AHMP Shareholders as a whole. In providing its advice to the Independent AHMP Directors, Altium has taken into account the Independent AHMP Directors' commercial assessment of the Offer.

Accordingly, the Independent AHMP Directors unanimously recommend that all AHMP Shareholders accept the Offer as the Independent AHMP Directors have irrevocably undertaken to do in respect of their entire beneficial holdings in AHMP which amount to 1,742,856 AHMP Shares, representing, in aggregate, 2.7 per cent. of AHMP's existing issued ordinary share capital. Further details of these irrevocable undertakings (including details of the form of consideration they have elected, or intend to elect, to receive if they have made such an election or formed such an intention as at the date of this announcement), are set out in Appendix 3 to this announcement. The Independent AHMP Directors make no recommendation as to the form of consideration which AHMP Shareholders should elect to receive as this will be dependent on an individual shareholder's personal circumstances. It may be appropriate for some existing AHMP Shareholders, particularly those to whom cash is important, to take this opportunity to realise their investment in AHMP. Likewise, AHMP Shareholders who wish to hold an investment in the Enlarged Group can do so by accepting the Offer and receiving new Assura Shares. In making their decision, AHMP Shareholders should pay careful attention to the risk factors in relation to Assura, the New Assura Shares and the Enlarged Group and the additional financial and other information regarding Assura to be contained in the Prospectus which will accompany the Offer Document.

Each AHMP Shareholder should consider his own position carefully, and, if in any doubt, should consult his own professional advisers.

5 Further details of the Offer

The AHMP Shares will be acquired by Assura fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and other interests and third party rights together with all rights attaching to them, now or in the future, including the right to receive and retain all dividends and other distributions (if any) declared, paid or made on or after the date of this announcement.

The Consideration Shares will, when issued, be fully paid and rank pari passu in all respects with the Assura Shares in issue at the date of this announcement and the New Assura Shares to be issued pursuant to the Placing and Open Offer described in paragraph 15 of this announcement.

Fractions of Consideration Shares will not be issued pursuant to the Offer. Entitlements to Consideration Shares pursuant to the Offer will be rounded down to the nearest whole number of Consideration Shares.

The Offer will extend to any AHMP Shares which are unconditionally allotted or issued and fully paid (or credited as fully paid) on the date on which the Offer is made together with any further AHMP Shares which are unconditionally allotted or issued whilst the Offer remains open for acceptance (or by such earlier date as Assura may, subject to the Code, decide).

The Offer will be conditional, inter alia, on the approval by Assura Shareholders of the Acquisition Resolution at the Assura EGM and on Admission of the Open Offer Shares and the Consideration Shares. Further information on the Assura EGM is provided in paragraph 22 below.

6 Irrevocable undertakings

Assura has received irrevocable undertakings to accept, or procure the acceptance of, the Offer in respect of, in aggregate, 50,024,603 AHMP Shares, representing 76.2 per cent. of AHMP's existing issued share capital. These include irrevocable undertakings to accept, or procure the acceptance of, the Offer and to make no election under the Cash Alternative in respect of, in aggregate, 41,031,747 AHMP Shares, representing 62.5 per cent. of AHMP's existing issued share capital. All the above undertakings to accept the Offer remain binding in the event of a competing takeover offer for AHMP.

Further details of these irrevocable undertakings are set out in Appendix 3 to this announcement.

7 Background to and reasons for the Offer

The Assura Board has completed the return of Assura to being a profitable, dividend-paying company focused principally on its primary healthcare property and pharmacy businesses.

Assura's primary healthcare investment property portfolio has been independently valued at £341 million as at 30 September 2010 and has an annualised rent roll of £23.4 million. Assura's other property assets were valued at £33 million as at that date. Assura also has a significant presence in the LIFT market and a profitable, growing, medical centre-based pharmacy business. Assura is an internally-managed company and, therefore, has no fund management contract with an external asset manager. It has the in-house expertise and experience to manage the property portfolio, identify investment opportunities and develop new properties. This enables Assura to operate and grow its property portfolio in a cost-effective manner and the Assura Directors consider that the management team is capable of managing a larger portfolio of properties at modest incremental cost. The Assura Directors therefore consider that the Enlarged Group will be able to make significant cost savings and that the Acquisition is expected to be earnings per share enhancing in the first full year following completion. ⁽¹⁾

AHMP has an externally managed primary healthcare property portfolio with strong covenants and long lease lengths, which has been independently valued at £124.7 million with an annualised rent roll of £8.1 million, and which the Assura Directors believe is compatible with and enhances the Assura portfolio. The Assura Board considers that investors in the Enlarged Group will benefit from being shareholders in a larger business with an increased presence in the healthcare property marketplace, more cost-effective operations, a more diversified shareholder base and improved access to funding. The Enlarged Group will continue to benefit from the support of profitable pharmacy operations and be able to pay sustainable and growing dividends. ⁽¹⁾

The Assura Board also considers that, through the Acquisition and ongoing relationships with Ashley House arising from its history as asset manager of and design and build main contractor for AHMP, Assura will benefit from increased access to development opportunities in the primary healthcare sector.

(1) Nothing in this announcement is intended, or is to be construed, as a profit forecast or should be interpreted to mean that earnings per Assura Share for the current or future financial years will match or exceed the historical earnings per Assura Share.

8 Background to and reasons for the Independent AHMP Directors recommending the Offer

In September 2004, AHMP was established as Ashley House Properties Limited with the intention of building up a portfolio of new purpose-built healthcare properties. Originally a stapled security to the shares of Ashley House, AHMP changed its name to AH Medical Properties plc in January 2007 when the shares were de-stapled from Ashley House shares and admitted to trading on PLUS Markets, where the stapled stock had previously traded. Ashley House was separately admitted to trading on the AIM market operated by the London Stock Exchange at the same time.

Since admission to PLUS Markets, AHMP has continued to grow through a combination of acquisitions and forward funding of new primary care properties through its strategic relationship agreement with Ashley House. As at 31 October 2010 AHMP owned a portfolio of 52 properties in England and Scotland with an annualised rent roll of £8.1 million and a capital value of £124.7 million. Three further properties are currently under construction with costs incurred up to 31 October 2010 amounting to £4.9m. The portfolio is 100 per cent. let with zero voids and has 93 per cent. of its rent paid directly or indirectly by the NHS. The AHMP portfolio was the top performing portfolio in the IPD UK Healthcare Property Index in 2009.

Whilst the AHMP Directors believe that the business is performing well, with a high-quality modern purpose built portfolio, stable cash flows, a rising rent roll, no significant tenant covenant risk and (for the most part) 20 year fixed debt, AHMP Shares have continued to trade at a discount to their net asset value.

As some of the listed peers of AHMP trade at a premium to their net asset value, the AHMP Directors have continued to examine the options available to eradicate the discount to net asset value at which AHMP Shares trade, in conjunction with other means of delivering shareholder value.

These options have included pursuing a significant fundraising and change of market on which AHMP Shares are traded to deal with the problems of scale and poor liquidity, which they believe have affected the rating of AHMP's shares as well as entertaining offers from third parties for AHMP.

Between February and May 2010, following receipt of an unsolicited approach from a party other than Assura, the AHMP Board engaged in discussions regarding a potential offer for AHMP. The potential approach was withdrawn without a formal offer being made when it became clear that it was not deliverable on the proposed terms, which did not include a cash alternative.

The AHMP Directors have committed significant time to exploring the likelihood of achieving a successful fundraising with AHMP as an independent entity. However, while the AHMP Directors believe the defensive characteristics of AHMP's business model should represent an attractive long-term investment opportunity given current equity market volatility, advice received by the AHMP Directors suggests that uncertainty surrounds the success of a fundraising and that any fundraising might only be achievable at a discount to the NAV per AHMP Share.

The terms of the Offer are broadly comparable to the terms of the previous failed approach but importantly include the addition of a committed Cash Alternative at 40 pence, which provides AHMP Shareholders the option to receive cash for some or all of their AHMP Shares which the previous approach did not. Those AHMP Shareholders who validly accept the Offer and do not elect to receive all of their consideration as cash under the Cash Alternative, and therefore receive new Assura Shares as consideration, will be investing in an enlarged group with pro forma combined property assets of approximately £504 million, making it the largest listed primary care investment property company in the UK. In addition, the Independent AHMP Directors believe that the Assura Shares benefit from greater liquidity than AHMP Shares through being listed on the main market of the London Stock Exchange. There is clear support for the Offer from AHMP's major shareholders who have provided irrevocable commitments to accept, or procure the acceptance of, the Offer in respect of, in aggregate, 76.2 per cent. of AHMP's existing issued share capital, which make the Offer highly deliverable.

Stephen Minion, Executive Deputy Chairman of AHMP, by virtue of his position as a director of Ashley House, which has been involved in separate commercial negotiations with the Assura Board regarding its future trading relationship with the Enlarged Group, is not considered to be independent for the purpose of considering the recommendation of the Offer and has absented himself from all deliberations of the AHMP Board in connection with the recommendation of the Offer. Further details of the Ashley House Arrangements are set out below in paragraph 13 of this announcement.

The Offer provides an opportunity for AHMP Shareholders to exchange their AHMP Shares for shares in Assura which the Independent AHMP Directors believe should provide AHMP Shareholders with greater liquidity than is currently available to them in respect of their AHMP Shares by virtue of Assura's main market listing. Therefore, those AHMP Shareholders may be able to realise their investment in AHMP more readily, within a reasonable time frame. In addition, the Cash Alternative provides AHMP Shareholders with the opportunity to realise their investment in AHMP for cash without incurring dealing costs.

9 Information on Assura

Assura operates across four core divisions: Property Investment, Property Development, LIFT and Pharmacy.

Property Investment

As at 30 September 2010, the Assura Group owned 113 completed medical centre investment properties around the UK. Assura's portfolio is characterised by long leases, with the payment of rent for GP surgeries generally reimbursed by the NHS. Initial lease terms are typically 20-25 years and as at 30 September 2010, the weighted average lease length was 16.6 years. As at this date, approximately 85 per cent. of the rents were receivable from the NHS via PCTs or GP practices whose rent payments are reimbursed by PCTs and the annualised rent roll stood at £23.4 million.

Assura's investment property portfolio has been valued by Savills as at 15 December 2010 at £330.9 million, equivalent to an average net initial yield of 5.98 per cent. This valuation is lower than the 30 September 2010 valuation primarily due to the sale of three vacant properties and a further medical centre being vacated for relocation, although the investment portfolio showed a modest uplift overall following rent review settlements.

Property Development

Assura is an active developer of medical centre properties. Its policy is to only undertake developments that are substantially pre-let with fixed price build contracts or those subject to a price ceiling and funding agreed in advance and where the Assura Board is confident of achieving regular development gains going forward.

Assura currently has five development sites under construction which have been valued by Savills as at 15 December 2010 at an end value of £35.1 million. In addition, Assura has a land bank comprising 13 sites and 10 vacant buildings which have been valued by Savills as at 15 December 2010 at £12.5 million and £2.9 million respectively.

LIFT

Assura has investments in six LIFT companies, five of which are managed by the Assura Group. These companies are public/private partnerships which procure and supply capital investment needed by public bodies and other healthcare providers to deliver health and community services to the public.

As at 30 September 2010 Assura has made subordinated debt investments across its LIFT portfolio of £8.3 million in aggregate. These investments comprise 25-30 year fixed income loans yielding on average 12 per cent. interest per annum. Assura also has equity interests in each of the six LIFT companies.

Assura also provides management, property development and health planning services to LIFT companies and PCTs through its LIFT operations, which are the subject of non-binding heads of terms between Assura and Ashley House as described in paragraph 13 below of this announcement.

Pharmacy

As at 30 September 2010, Assura owned and operated a portfolio of 27 pharmacies across the UK which are predominantly located within primary healthcare centres. In addition, Assura has a 50 per cent. interest in seven pharmacies owned in a joint venture with GP Care Limited branded 'GP Care Pharmacy' and located in the South West of England, near Bristol.

Assura expects to continue to be able to add value to the business through the opening of new pharmacies, store developments, growth in existing stores, further efficiency savings and productivity improvements.

Other investments

Assura owns a 24.9 per cent. stake in Virgin Healthcare Holdings Limited, which operates a network of GP Provider Organisations (GPCos) in England.

General

For the six months ended 30 September 2010, Assura reported turnover of £30.7 million (2009 (restated): £26.4 million) with an operating profit of £16.7 million (2009 (restated): £7.5 million) and a profit before revaluation of derivative financial instruments and tax of £9.5 million (2009: £1.5 million). As at 30 September 2010, Assura had net assets of £149.8 million, equivalent to 48.9p (31 March 2010: 52.7p) per Assura Share and adjusted net assets of £198.6 million (31 March 2010: £186.5 million), equivalent to 64.8p (31 March 2010: 60.9p) per Assura Share on a fully diluted basis.

For the year ended 31 March 2010, Assura reported an operating profit of £9.2 million (2009 (restated): loss of £61.1 million) on turnover of £55.8 million (2009 (restated): £47.6 million).

10 Current trading of Assura

On 23 November 2010, Assura released its interim results for the six months ended 30 September 2010 in which it said:

"The Group has a growing investment portfolio that continues to perform well in both valuation and rental growth. Profitable developments are adding to the portfolio with two schemes completed in the period and five currently on site in the course of construction.

The Group also benefits from sound LIFT investments that it is adding to steadily with two major schemes under construction."

"The pharmacy division had a very strong first half and produced an operating profit of £1.4 million on turnover of £16.8 million in its wholly-owned pharmacies. Although recent NHS pricing adjustments threaten to impair margins and reduce profitability in the second half, the Board anticipates that this will be partly mitigated through our focus on generating enhanced buying terms, productivity improvements and further organic growth."

"The Board believes that the Group is now well positioned for growth and sustainable dividend payments as a result of its high quality portfolio of property and LIFT investments and pharmacies providing continuing growth."

Since this date Assura has continued to trade in line with the Assura Directors' expectations.

11 Information on AHMP

AHMP is a property investment company whose shares are admitted to trading on PLUS Markets. AHMP's principal activity is the purchase and management of property primarily involving medical facilities delivering NHS-led primary care. AHMP has a growing portfolio of medical centres, some with on-site pharmacies and let, for the most part, to GPs and PCTs. AHMP's properties are almost entirely purpose built and are typically on new 20 or 25 year leases with three yearly rent reviews. The portfolio is 100 per cent. let with zero voids and has 93 per cent. of its rent paid directly or indirectly by the NHS. The average unexpired lease term is currently 18.1 years.

The entire AHMP property portfolio is managed by Ashley House, a primary care infrastructure company which provides design and build, project management and asset management services to the primary care sector from eight offices around the UK. Following completion of the Acquisition, Ashley House's role as manager will be terminated (see paragraph 13 'Ashley House Arrangements' below).

As at 15 December 2010, the AHMP property portfolio comprised 52 properties in England and Scotland, with an annualised rent roll of £8.1 million, which have been valued by DTZ at £124.7 million as at this date, equating to an average net initial yield of 5.8 per cent.

For the six months ended 31 October 2010, AHMP reported profit before tax including property revaluation surplus of £1.5 million (2009: £6.7 million) on turnover of £4.0 million (2009: £3.2 million). At this date, net assets were £25.7 million (2009: £21.4 million). For the year ended 30 April 2010, AHMP reported profit before tax including property revaluation surplus of £10.6 million (2009: loss of £8.3 million) on turnover of £7.0 million (2009: £6.0 million). At this date, net assets were £25.1 million (2009: £16.5 million).

12 Current trading of AHMP

The interim results of AHMP for the six months ended 31 October 2010 announced this morning showed a 22 per cent increase in rental revenue to £4.0m (2009: £3.2m) and trading profit up 5 per cent. to £0.53m (2009: £0.50m). The adjusted net asset value per share has increased to 44.4p (2009: 42.8p).

AHMP continues to trade comfortably on an operating basis with rental income having grown from new property acquisitions and from positive rent reviews in the existing portfolio.

New primary health properties were completed at Witham (Essex) and Sutton-in-Ashfield (Nottinghamshire) and an extension to an existing property at Garstang in Lancashire was completed between 1 May 2010 and 31 October 2010. As at 31 October 2010, the annualised rent roll for the AHMP Group's 52 properties was £8.1 million and their aggregate value was £124.7m.

Construction work continues on three new primary care property schemes at Crawcrook (Tyne & Wear), Stanwell (Surrey) and Cowplain (Hampshire). These three schemes have a total acquisition cost of £9.9 million.

13 Ashley House Arrangements

Assura and Ashley House have entered into a number of conditional arrangements and agreements as follows:

Termination of Asset Management Agreement

Ashley House presently provides a range of property development, investment management and property management services to AHMP under an investment management agreement. Assura regards Ashley House as an important partner and wishes to maintain a relationship with Ashley House in the future. As an internally-managed property investor, Assura is able to perform many of the services currently provided by Ashley House to AHMP and therefore Ashley House and Assura have agreed that upon completion of the Acquisition the asset management agreement between Ashley House and AHMP will be terminated with immediate effect and that Ashley House will receive a payment of £1.5 million.

Acquisition of three new developments

Assura has reached agreement with Ashley House in relation to the acquisition and funding by Assura of three development projects currently being undertaken by Ashley House. These developments are at Corfe Castle, Balsall Common and Silsden. The aggregate consideration for these three development properties is £9.2 million.

The purchase of Silsden and Balsall will be undertaken through the acquisition of special purpose vehicles in which the properties will be held at completion.

Framework Agreement in relation to development pipeline

Ashley House has granted Assura a right of first refusal for a period of six months from the completion of the Acquisition to acquire all third party primary care property projects (excluding LIFT developments) which are developed by Ashley House on arm's length commercial terms. If Assura were to exercise its right of first refusal to acquire an Ashley House development project, Assura would typically acquire the land relating to the project (or the special purpose vehicle in which it is held) and enter into a design and build contract with Ashley House. Any such design and build contract would be a standard form Joint Contracts Tribunal design and build contract accompanied by usual warranties or in the form of the development agreements being entered into for the development of the above properties. No fee is payable by Assura to Ashley House for the granting of the right of first refusal.

Assura's LIFT operations

Assura and Ashley House have agreed non-binding heads of terms in relation to the potential purchase by Ashley House of Assura's LIFT operations (other than its LIFT investments) and, subject to the approval of the Independent AHMP Shareholders (as described below), Ashley House will be granted a period of exclusivity until 18 April 2011 to undertake due diligence and agree detailed terms for the purchase of those operations. The heads of terms envisage that Ashley House will pay an initial consideration of £0.75 million and deferred consideration of up to £0.75 million depending upon the revenue of that business for the year ending 31 March 2012. Assura's LIFT operations (which are distinct from its LIFT investment business, which is not included in the proposed transaction) provide management services to five of Assura's LIFT companies, generating revenue of £2.6 million in the year to 31 March 2010. The non-binding heads of terms recognise that the parties are yet to agree certain structural aspects of the transaction and it should be emphasised that there is no certainty that any transaction will be entered into.

Investment in Scarborough Health Park Limited

Ashley House and AHMP are joint venture partners in a development in Scarborough via SHPL, their joint venture company. Assura has conditionally agreed to loan £0.4 million to the joint venture company in order to enable certain outstanding design fees to be paid to Ashley House and Ashley House has conditionally agreed to write off £0.4 million of those fees.

Independent AHMP Shareholder approval

As Ashley House is an AHMP Shareholder, the Code requires that each of the above agreements is approved by the Independent AHMP Shareholders by vote on a poll. It should be noted, however, that the Offer is not conditional on the approval of the Ashley House Arrangements by the Independent AHMP Shareholders. Assura and Ashley House have confirmed that there are no other arrangements in relation to the Offer between the parties other than those disclosed in this announcement.

Altium, which is acting as independent financial adviser to AHMP, considers the terms of the Ashley House Arrangements, for the purposes of Rule 16 of the Code, to be fair and reasonable as far as the Independent AHMP Shareholders are concerned. In providing advice to the Independent AHMP Directors, Altium has taken into account the commercial assessments of the Independent AHMP Directors.

14 Financing of the Cash Alternative

The maximum amount of cash available under the Cash Alternative is £10.5 million. This will be funded through the proceeds of the fully-underwritten Open Offer, which is expected to raise £11.4 million (before expenses).

As AHMP Shareholders holding, in aggregate, 62.5 per cent. of AHMP's existing issued share capital have irrevocably undertaken to accept the Offer and not to elect to receive the Cash Alternative, the cash available under the Cash Alternative is sufficient for all other AHMP Shareholders to receive their entire consideration in cash should they so elect.

Cenkos is satisfied that sufficient resources are available to Assura to satisfy in full the cash consideration payable to AHMP Shareholders under the Cash Alternative.

15 The Placing and Open Offer

Assura is proposing to raise approximately £23.4 million (before expenses) pursuant to the Placing and Open Offer which has been fully underwritten by Investec. The Open Offer is expected to raise approximately £11.4 million (before expenses) and is not conditional on the success of the Offer. In the event that the Offer does not become unconditional in all respects, the net proceeds of the Open Offer of approximately £11.0 million will be retained by the Company to fund future property acquisitions and developments within the medical property sector (including those outlined above with Ashley House), as well as to strengthen the Company's balance sheet.

The Firm Placing is expected to raise approximately £12.0 million (before expenses) and is conditional, inter alia, on the Offer having become unconditional in all respects (other than in relation to Admission of the Open Offer Shares and the Consideration Shares).

The proceeds of the Firm Placing will be used for the equity component of the funding of the acquisition of three development projects from Ashley House and the costs of the Acquisition which includes the £1.5 million fee payable to Ashley House as a result of the termination of the asset management agreement between Ashley House and AHMP. If the Firm Placing does not proceed, existing cash resources will be used. The balance of the net proceeds of the Placing and Open Offer (including the amount by which aggregate elections under the Cash Alternative are less than £10.5 million) will be retained by the Company to fund future property acquisitions and developments within the medical property sector, as well as to strengthen the Company's balance sheet.

The Open Offer

The Open Offer provides Qualifying Assura Shareholders with an opportunity to subscribe for Open Offer Shares pro rata to their current holdings at the Issue Price of 45 pence per share. Cenkos and Investec, as agents for the Company, have conditionally placed the Open Offer Shares with institutional investors at the Issue Price subject to clawback to satisfy valid applications from Qualifying Assura Shareholders under the Open Offer.

The Issue Price represents a discount of 2.4 per cent. to the Closing Price of 46.125 pence on 18 January 2011 (being the last Business Day prior to the date of this announcement).

The Open Offer Shares will be offered to Qualifying Assura Shareholders on the following basis:

2 Open Offer Shares

for every 25 Assura Shares

held at the record date for the Open Offer and so in proportion for any other number of existing Assura Shares then held.

Entitlements to Open Offer Shares will be rounded down to the nearest whole number of Open Offer Shares. Any resulting fractions of Open Offer Shares will be aggregated and subscribed for under the Placing for the benefit of the Company.

The Firm Placing

Cenkos and Investec, as agents for the Company, have conditionally placed the Firm Placed Shares with institutional investors at the Issue Price of 45 pence per Ordinary Share pursuant to the Placing Agreement. The Firm Placed Shares are not subject to clawback and therefore do not form part of the Open Offer.

Conditions of the Placing and Open Offer

The Open Offer, including the placing of the Open Offer Shares subject to clawback, is conditional, inter alia, upon: (i) all conditions relating to the Open Offer in the Placing Agreement having been fulfilled (other than in relation to Admission of the Open Offer Shares); and (ii) Admission of the Open Offer Shares becoming effective on or before the later of (a) the date falling 50 business days after the date on which the Prospectus, Circular and Offer Document are published and (b) the first to occur of (i) the date falling 30 business days after the Offer becomes wholly unconditional and (ii) the date on which the Offer lapses or is withdrawn (or such later date and time as all of the Company, Cenkos and Investec may agree).

The Firm Placing is conditional, inter alia, upon: (i) the passing of certain resolutions at the Assura EGM (or any valid adjournment thereof) including a resolution to approve the participation of Somerston in the Firm Placing; (ii) the Offer having become unconditional in all respects (other than in relation to Admission of the Open Offer and Consideration Shares); (iii) all other conditions relating to the Firm Placing in the Placing Agreement having been fulfilled or waived (other than in relation to Admission of the Firm Placed Shares); and (iv) Admission of the Firm Placed Shares and the Consideration Shares becoming effective on or before 8.00 a.m. on the day that is thirty Business Days after the day on which the Offer becomes or is declared unconditional in all respects (save only for Admission of the Open Offer Shares and the Consideration Shares) or such later date and/or time as the Company, Cenkos and Investec may in their discretion determine.

The participation of Somerston, which is advised by Lazard, in the Firm Placing is a related party transaction by virtue of its current shareholding in Assura being in excess of 10 per cent. of the Company's existing issued share capital, and is accordingly subject to the approval of the independent shareholders of Assura which will be sought at the Assura EGM.

The EBT Placing

Concurrent with the Placing and Open Offer, Cenkos and Investec, as agents for Jupiter Trustees Limited which beneficially holds Assura Shares in its capacity as the trustee of the EBT, have conditionally placed the 6,666,667 EBT Shares with institutional investors at the Issue Price of 45 pence per EBT Share. The EBT Placing is expected to raise approximately £3.0 million (before expenses) for the EBT and does not form part of the Placing and Open Offer. The net proceeds of the EBT Placing will be paid to the Company in settlement of an outstanding loan.

16 Effects of the Proposals on Assura

The Assura Directors believe that the Proposals will enhance earnings per Assura Share in the first full year following their completion. This should not be interpreted as a profit forecast or that the earnings per Assura Share for the current or future financial years will match or exceed the historical earnings per Assura Share.

Additionally, the Assura Directors believe that whilst the Proposals will significantly increase the net asset value of Assura, the Assura net asset value per share on a pro forma basis would decrease slightly as demonstrated in the table below:

	Assura	AHMP	Placing and Open Offer	Acquisition accounting	Other	Pro forma Assura assets
Net assets	149.8	25.7	22.7	(12.2)	3.3	189.3
Ordinary shares in issue	306,427,150		52,064,030	33,500,129	6,666,667	398,655,576
Fully diluted shares	317,467,036		52,064,030	33,500,129	5,442,683	408,473,878
Net asset value per share (p)	48.9					47.5
Adjusted net asset value per share (p)	61.3					58.0
Fully diluted net asset value per share (p)	59.2					57.1

Detailed notes on this pro forma calculation are available in Appendix 2 (Source and Bases of Information).

17 Directors, employees and location

The AHMP Directors will each resign from the AHMP Board and cease to be employed by AHMP, as will AHMP's only other employee, following the Offer becoming or being declared unconditional in all respects.

Upon completion of the Acquisition, Assura intends to cease AHMP's use of the Ashley House offices from which AHMP currently operates its business, and will instead resource the operation of the AHMP business in-house from Assura's own office locations.

18 AHMP Options, Warrants and Convertible Loans

The Offer will extend to any AHMP Shares which are unconditionally allotted or issued and fully paid upon exercise of Options or Warrants or conversion of Convertible Loans, before the date on which the Offer closes (or such earlier date as Assura may, subject to the Code, decide).

Assura has confirmed that it will make appropriate proposals to the holders of Options and Warrants in due course and, in the case of the Convertible Loans, an equivalent offer on the basis that they will receive compensation relating to the loss of their ability to convert into AHMP Shares following completion of the Acquisition. It is currently intended that such proposals will be made once the Offer becomes or is declared unconditional in all respects.

19 Inducement Fee Agreement

AHMP and Assura have entered into the Inducement Fee Agreement, a brief summary of which is set out below.

Assura Inducement Fee

AHMP has agreed to pay Assura an Inducement Fee if, after Assura makes a 2.5 Announcement, a Competing Transaction for AHMP is announced or entered into prior to the Offer having been withdrawn or having lapsed, and that Competing Transaction either: (a) is approved or recommended by the AHMP Directors; or (b) becomes or is declared unconditional in all respects or completes (as relevant). The Inducement Fee is also payable by AHMP to Assura if, after making the 2.5 Announcement: (i) the AHMP Directors fail to recommend the Offer or withdraw or alter their recommendation of the Offer; (ii) the Offer proceeds as a scheme of arrangement and fails to obtain the requisite AHMP Shareholder approval; or (iii) the acceptance condition of the Offer, or any necessary AHMP Shareholders' resolution to effect the Offer, fail to be fulfilled or passed (as relevant).

AHMP Inducement Fee

Assura has agreed to pay AHMP an Inducement Fee if, after Assura makes a 2.5 Announcement (and provided the Offer remains recommended by the AHMP Board) any resolution which is necessary to be passed at a general meeting of Assura to enable the Offer to proceed or become effective is not proposed at a general meeting of Assura or fails to be approved by the requisite majority of Assura Shareholders.

20 Compulsory acquisition and cancellation of admission to trading

If Assura receives acceptances under the Offer in respect of, and/or otherwise acquires, 90 per cent. or more in value of the AHMP Shares to which the Offer relates (and not less than 90 per cent. of the voting rights carried by the AHMP Shares to which the Offer relates), and if all other conditions of the Offer have been satisfied or waived (to the extent that they are capable of being waived), Assura intends, following the Offer becoming or being declared unconditional in all respects, to exercise its rights pursuant to the provisions of Part 28 of the Companies Act to acquire compulsorily any remaining AHMP Shares in respect of which acceptances have not been received on the same terms as the Offer.

If the Offer becomes or is declared unconditional in all respects, and Assura has by virtue of its shareholders and acceptances of the Offer, acquired or agreed to acquire issued share capital of AHMP carrying 75 per cent. or more of the voting rights of AHMP, and subject to any applicable requirements of PLUS Markets, Assura intends to procure that AHMP makes an application to cancel the admission to trading of AHMP Shares on PLUS Markets.

It is intended that such cancellation will be effected as soon as is permitted by the rules of PLUS Markets. It is anticipated that the cancellation will occur 10 Business Days after the earlier of a) Assura attaining 75 per cent. or more of the voting rights as described above and b) the first date of issue of the notices under Chapter 3 of Part 28 of the Companies Act regarding compulsorily acquiring any non-assenting AHMP Shares (or such earlier date following a) or b) as may be permitted by PLUS Markets). Assura will notify AHMP Shareholders when the required threshold has been attained and the anticipated date of cancellation.

Cancellation of admission to trading would significantly reduce the liquidity and marketability of any AHMP Shares not assented to the Offer at that time and the value of any such AHMP Shares may be affected as a consequence.

It is also intended that, following the Offer becoming or being declared unconditional in all respects and after the cancellation of admission to trading referred to above becoming effective, AHMP will be re-registered as a private company under the relevant provisions of the Companies Act.

21 Admission of the New Assura Shares

Application will be made to the FSA and the London Stock Exchange respectively for the Open Offer Shares, the Consideration Shares and the Firm Placed Shares to be admitted to the Official List and to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission of the Open Offer Shares will become effective and dealings for normal settlement in the Open Offer Shares will commence before the Assura EGM or such later date and/or time as the Company, Cenkos and Investec may in their discretion determine.

It is expected that Admission of the Consideration Shares and the Firm Placed Shares will become effective and dealings for normal settlement in the Consideration Shares and the Firm Placing Shares will commence on or before 8.00 a.m. on the day that is five Business Day after the after the day on which the Offer becomes or is declared unconditional in all respects (save only for the condition relating to Admission of the Consideration Shares and the Open Offer Shares) or such later date and/or time as the Company, Cenkos and Investec may in their discretion determine.

22 Assura Shareholder approval, Circular and Prospectus

In view of its size, the Acquisition constitutes a Class 1 transaction for Assura for the purposes of the Listing Rules and, as a consequence, it will be necessary for Assura Shareholders to approve the Acquisition. For the Firm Placing element of the Placing to be implemented, it is necessary for Assura Shareholders to approve certain resolutions at an extraordinary general meeting of Assura including a resolution approving the participation of Somerston in the Firm Placing. Further details, including notice of the Assura EGM, will be set out in the Circular to be sent in due course to Assura Shareholders.

The Assura Board considers the terms of the Acquisition and the Placing and Open Offer and the passing of all of the Resolutions to be in the best interests of Assura and the Assura Shareholders as a whole. In addition, the Assura Board, which has been so advised by Cenkos, considers the participation of Somerston in the Firm Placing to be fair and reasonable as far as Assura Shareholders are concerned. In providing advice to the Assura Board, Cenkos has taken into account the commercial assessments of the Assura Board.

The Assura Directors intend to recommend unanimously that Assura Shareholders vote in favour of the Resolutions as the Assura Directors intend to do in respect of their own beneficial holdings amounting, in aggregate, to 0.63 per cent. of the existing issued share capital of the Company.

Somerston will not, and has undertaken to take all reasonable steps to ensure that its respective associates (as defined in the Listing Rules) will not, vote on the resolution to be proposed at the Assura EGM concerning Somerston participating in the Firm Placing.

Assura will also be required to publish a prospectus in connection with the issue of the New Assura Shares. The Prospectus will be published shortly and will contain information, amongst other things, on the Enlarged Group and the New Assura Shares.

23 Independent AHMP Shareholder approval

Independent AHMP Shareholders will be required to vote on the Ashley House Arrangements which are described in paragraph 13. A general meeting of AHMP will be convened in due course to consider the appropriate resolution, notice of which will be set out in the Offer Document.

The Independent AHMP Directors, having reviewed the terms and conditions of the Ashley House Agreements and having been so advised by Altium, consider the Ashley House Arrangements, for the purposes of Rule 16 of the Code, to be fair and reasonable as far as the Independent AHMP Shareholders are concerned. In providing advice to the Independent AHMP Directors, Altium has taken into account the commercial assessments of the Independent AHMP Directors.

The Independent AHMP Directors intend unanimously to recommend that Independent AHMP Shareholders vote in favour of the resolution to be proposed at the AHMP General Meeting as the Independent AHMP Directors intend to do in respect of their own beneficial holdings amounting, in aggregate, to 3.4 per cent. of the shares currently held by the Independent AHMP Shareholders.

24 Disclosure of interests in AHMP

Assura released its Opening Position Disclosure (as defined in the Code) in accordance with Rule 8.1(a)(i) of the Code on 24 December 2010. Since that date, Assura has procured the irrevocable undertakings referred to in Appendix 3 of this announcement.

25 General

The Offer Document and the Prospectus will be posted to AHMP Shareholders (other than certain overseas shareholders) as soon as practicable and in any event within 28 days of this announcement. The Circular convening the Assura EGM and the Prospectus, which will contain the Open Offer, will be posted to Assura Shareholders (other than certain overseas shareholders) as soon as practicable.

Enquiries:

Assura Group Limited	01928 737000
Nigel Rawlings, CEO
Conor Daly, Company Secretary

Cenkos Securities	020 7397 8900
Ian Soanes
Adrian Hargrave

Investec	020 7597 5970
Gary Clarence
Daniel Adams

Financial Dynamics	020 7831 3113
Ben Atwell
Ben Brewerton

AH Medical Properties plc	020 3170 0820
Bruce Walker, CEO

Altium	0845 505 4343
Adrian Reed
Simon Lord

Citigate Dewe Rogerson	020 7638 9571
Sarah Gestetner
Ged Brumby

The conditions to and certain further terms of the Offer are set out in Appendix 1. The sources and bases of certain financial information contained in this announcement are set out in Appendix 2. Details of the irrevocable undertakings received by Assura in relation to the Offer are set out in Appendix 3. Certain definitions and terms used in this announcement are set out in Appendix 4.

Overseas jurisdictions

Forward-looking statements

Nothing in this announcement is intended, or is to be construed, as a profit forecast or should be interpreted to mean that earnings per Assura Share for the current or future financial years will match or exceed the historical earnings per Assura Share.

Dealing disclosure requirements

APPENDIX 1

CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER

1 Conditions of the Offer

The Offer will be subject to the following Conditions:

Acceptance condition

1.1 valid acceptances being received (and not, where permitted, withdrawn) by not later than 3.00 p.m. (London time) on the First Closing Date of the Offer (or such later time(s) and/or date(s) as Assura may, with the consent of the Panel or in accordance with the Code, decide) in respect of not less than 90% (or such lower percentage as Assura may decide) (1) in nominal value of the AHMP Shares to which the Offer relates, and (2) of the voting rights attached to those shares, provided that this condition shall not be satisfied unless Assura and/or any other members of the Wider Assura Group shall have acquired or agreed to acquire, whether pursuant to the Offer or otherwise, AHMP Shares carrying in aggregate more than 50% of the voting rights then normally exercisable at general meetings of AHMP, including for this purpose (to the extent, if any, required by the Panel), any such voting rights attaching to any AHMP Shares that are unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise, and for the purposes of this Condition:

(a) shares which have been unconditionally allotted but not issued before the Offer becomes or is declared unconditional as to acceptances shall be deemed to carry the voting rights they will carry on issue;

(b) valid acceptances shall be deemed to have been received in respect of AHMP Shares which are treated for the purposes of section 979 of the Companies Act 2006 as having been acquired or contracted to be acquired by Assura by virtue of acceptances of the Offer; and

(c) the expression AHMP Shares to which the Offer relates shall be construed in accordance with Part 28 of the Companies Act.

Admission of the Open Offer Shares and the Consideration Shares

1.2 the admission to the Official List of the Open Offer Shares and the Consideration Shares becoming effective in accordance with the Listing Rules and the admission of the Open Offer Shares and the Consideration Shares to the London Stock Exchange's main market for listed securities becoming effective in accordance with the Admission Standards or (if Assura so determines and subject to the consent of the Panel) the UKLA agreeing or confirming its decision to admit such shares to the Official List and the London Stock Exchange agreeing to admit such shares to trading subject only to (i) the allotment of such shares and/or (ii) the Offer becoming or being declared unconditional in all respects;

Approval of the Assura Shareholders

1.3 the passing at the Assura EGM (or at any adjournment thereof) of the Acquisition Resolution;

Certain matters arising as a result of any arrangement, agreement etc.

1.4 except as disclosed in AHMP's annual report and accounts for the financial year ended 30 April 2010 or in AHMP's interim report for the six months ended 31 October 2010 or as publicly announced by AHMP in accordance with the PLUS Rules and/or on a Regulatory Information Service prior to the date of this announcement or as otherwise fairly disclosed to Assura or its advisers by or on behalf of AHMP in writing prior to the date of this announcement (Disclosed), there being no provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider AHMP Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, which, in consequence of the Offer or the proposed acquisition of any shares or other securities in AHMP or because of a change in the control or management of AHMP or otherwise, would or might reasonably be expected to result in (to an extent which is material in the context of the Wider AHMP Group taken as a whole):

(a) any monies borrowed by or any other indebtedness (actual or contingent) to, or grant available to, any such member being or becoming repayable or capable of being declared repayable immediately or earlier than their or its stated maturity date or repayment date or the ability of any such member to borrow moneys or incur any indebtedness pursuant to facilities which are available to such member as at the date of this announcement being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(b) any such agreement, arrangement, licence, permit or instrument or the rights, liabilities, obligations or interests of any such member thereunder being terminated or adversely modified or adversely affected or any onerous obligation or liability arising or any adverse action being taken or arising thereunder, in any case, otherwise than in the ordinary course of business;

(c) any material assets or interests of any such member being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged;

(d) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any such member;

(e) the rights, liabilities, obligations or interests of any such member in, or the business of any such member with, any person, firm or body (or any arrangement or arrangements relating to any such interest or business) being terminated, adversely modified or adversely affected;

(f) the value of any such member or its financial or trading position or prospects being prejudiced or adversely affected;

(g) any such member ceasing to be able to carry on business under any name under which it presently does so; or

(h) the creation of any liability, actual or contingent, by any such member other than in the ordinary course of business,

and no event having occurred which, under any provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider AHMP Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, could reasonably be expected to result in any of the events or circumstances as are referred to in sub-paragraphs (a) to (h) of this Condition;

General regulatory

1.5 no government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body, court, trade agency, association, institution or any other body or person whatsoever in any jurisdiction (each a Third Party for the purposes of this Appendix 1) having decided to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or enacted, made or proposed any statute, regulation, decision or order, or having taken any other steps which would or might reasonably be expected to:

(a) require, prevent or delay the divestiture, or alter the terms envisaged for any proposed divestiture by any member of the Wider Assura Group or any member of the Wider AHMP Group of all or any portion of their respective businesses, assets or property or impose any limitation on the ability of any of them to conduct their respective businesses (or any of them) or to own any of their respective assets or properties or any part thereof in a manner or to an extent which is material in the context of the Wider Assura Group or the Wider AHMP Group, respectively, taken as a whole;

(b) require, prevent or delay the divestiture by any member of the Wider Assura Group of any share or other securities in AHMP;

(c) impose any limitation on, or result in a delay in, the ability of any member of the Wider Assura Group directly or indirectly to acquire or to hold or to exercise effectively any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in any member of the Wider AHMP Group or the Wider Assura Group or to exercise management control over any such member thereof in a manner or to an extent which is material in the context of the Wider Assura Group or the Wider AHMP Group, respectively, taken as a whole;

(d) otherwise adversely affect the business, assets, profits or prospects of any member of the Wider Assura Group or of any member of the Wider AHMP Group in a manner or to an extent which is material in the context of the Wider Assura Group or the Wider AHMP Group, respectively, taken as a whole;

(e) make the Offer or its implementation or the acquisition or proposed acquisition by Assura or any member of the Wider Assura Group of any shares or other securities in, or control of, AHMP void, illegal, and/or unenforceable under the laws of any jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit, delay or otherwise interfere with the same to a material extent, or impose additional material conditions or obligations with respect thereto, or otherwise challenge or interfere to a material extent therewith;

(f) except in connection with the Offer, require any member of the Wider Assura Group or the Wider AHMP Group to offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Wider AHMP Group or the Wider Assura Group owned by any third party;

(g) impose any limitation on the ability of any member of the Wider Assura Group or the Wider AHMP Group to integrate or co-ordinate its business, or any part of it, with the businesses of any other members of the Wider AHMP Group or the Wider Assura Group respectively in an adverse manner which is material in the context of the Wider AHMP Group and Wider Assura Group (taken as a whole); or

(h) result in any member of the Wider AHMP Group ceasing to be able to carry on business under any name under which it presently does so,

and all applicable waiting and other time periods during which any such Third Party could institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or any other step under the laws of any jurisdiction in respect of the Offer or the acquisition or proposed acquisition of any AHMP Shares having expired, lapsed or been terminated;

Authorisations

1.6 all necessary filings or applications having been made in connection with the Offer and all statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Offer or the acquisition by any member of the Wider Assura Group of any shares or other securities in, or control of, AHMP and all authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions, waiver of pre-emption rights and approvals (Authorisations) necessary in respect of the Offer or the proposed acquisition of any shares or other securities in, or control of, AHMP by any member of the Wider Assura Group having been obtained in terms and in a form reasonably satisfactory to Assura from all appropriate Third Parties or persons with whom any member of the Wider AHMP Group has entered into contractual arrangements and all such Authorisations, together with all material Authorisations necessary to permit or enable any member of the Wider AHMP Group to carry on its business remaining in full force and effect, and all filings necessary for such purpose having been made and there being no notice or intimation of any intention to revoke or not to renew any of the same at the time at which the Offer becomes otherwise unconditional;

No discovery of certain matters regarding information and liabilities

1.7 Save as Disclosed, Assura not having discovered:

(a) that any financial, business or other information concerning the Wider AHMP Group as contained in the information publicly disclosed at any time by or on behalf of any member of the Wider AHMP Group prior to the date of this announcement is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make that information not misleading and which was not subsequently corrected by the date of this announcement by public disclosure, which is material and adverse in the context of the Wider AHMP Group (taken as a whole);

(b) that any member of the Wider AHMP Group or a partnership, company or other entity in which any member of the Wider AHMP Group has a significant economic interest and which is not a subsidiary undertaking of AHMP is otherwise than in the ordinary course of business, subject to any material liability (contingent or otherwise); or

(c) any information which affects the import of any information disclosed to Assura at any time by or on behalf of any member of the Wider AHMP Group which is adverse and material in the context of the Wider AHMP Group (taken as a whole);

Certain events occurring since 31 October 2010

1.8 except as disclosed in AHMP's interim report for the six months ended 31 October 2010 or publicly announced by AHMP in accordance with the PLUS Rules and/or on a Regulatory Information Service prior to the date of this announcement or as otherwise fairly disclosed to Assura or its advisers by or on behalf of AHMP in writing prior to the date of this announcement, no member of the Wider AHMP Group having, since 31 October 2010:

(a) save as between AHMP and wholly owned-subsidiaries of AHMP, or as between subsidiaries (directly or indirectly) wholly-owned by AHMP, or for AHMP Shares issued pursuant to the exercise of options granted under the AHMP Share Schemes or pursuant to warrants or convertible instruments existing at the date of this announcement, issued, authorised or proposed the issue of additional shares of any class;

(b) save as between AHMP and wholly owned-subsidiaries of AHMP, or as between subsidiaries (directly or indirectly) wholly-owned by AHMP, or for the grant of options under the AHMP Share Schemes in the ordinary course, issued or agreed to issue, authorised or proposed the issue of securities convertible into shares of any class or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities;

(c) other than to another member of the AHMP Group, recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution whether payable in cash or otherwise;

(d) save for intra-AHMP Group transactions between subsidiaries (directly or indirectly) wholly-owned by AHMP, merged with or demerged from any body corporate or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any asset (including shares and trade investments) or authorised or proposed or announced any intention to propose any merger, demerger, acquisition or disposal, transfer, mortgage, charge or security interest, in each case, other than in the ordinary course of business;

(e) save for intra-AHMP Group transactions between subsidiaries (directly or indirectly) wholly-owned by AHMP, made or authorised or proposed or announced an intention to propose any change in its loan capital;

(f) issued, authorised or proposed the issue of any debentures or other debt securities or incurred or increased any indebtedness or become subject to any material contingent liability in each case, other than in the ordinary course of business and to the extent material to the Wider AHMP Group (taken as a whole);

(g) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect to the matters mentioned in sub-paragraph (a) above, made any other change to any part of its share capital;

(h) implemented, or authorised, proposed or announced its intention to implement, any reconstruction, amalgamation, scheme, commitment or other transaction or arrangement otherwise than in the ordinary course of business which is material in the context of the Wider AHMP Group (taken as a whole);

(i) entered into or materially changed the terms of any contract with any director or senior executive of a member of the AHMP Group;

(j) entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, transaction or commitment (whether in respect of capital expenditure or otherwise) which is outside of the ordinary course of business and of a long term, onerous or unusual nature or magnitude;

(k) (other than in respect of a member which is dormant and was solvent at the relevant time) taken any corporate action or had any legal proceedings started or threatened against it for its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or had any such person appointed;

(l) entered into any contract, transaction or arrangement which would be restrictive on the business of any member of the Wider AHMP Group or the Wider Assura Group other than to a nature and extent which is normal in the context of the business concerned;

(m) waived or compromised any claim otherwise than of an immaterial amount (when taken in the context of the Wider AHMP Group taken as a whole) in the ordinary course of business;

(n) otherwise than in the ordinary course of business, entered into any contract, commitment, arrangement or agreement or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced any intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition;

(o) proposed, agreed to provide or modified the terms of any AHMP Share Scheme or other incentive scheme relating to the employment or termination of employment of any person employed by the AHMP Group;

No adverse change, litigation, regulatory enquiry or similar

1.9 except as Disclosed since 31 October 2010:

(a) no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits or prospects of any member of the Wider AHMP Group which is material in the context of the Wider AHMP Group (taken as a whole);

(b) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider AHMP Group is or may become a party (whether as a plaintiff, defendant or otherwise) and no investigation by any Third Party against or in respect of any member of the Wider AHMP Group having been instituted announced or threatened or remaining outstanding in respect of any member of the Wider AHMP Group which, in any such case, could reasonably be expected to have a material adverse effect on the Wider AHMP Group taken as a whole;

(c) no contingent or other liability having arisen or become apparent to Assura which, in any such case, could reasonably be expected to have a material adverse effect on the Wider AHMP Group taken as a whole; and

(d) no steps having been taken which are likely to result in the withdrawal, cancellation, termination or material adverse modification of any licence held by any member of the Wider AHMP Group which is necessary for the proper carrying on of its business and which is material in the context of the Wider AHMP Group (taken as a whole); and

No discovery of environmental issues

1.10 except as Disclosed, Assura not having discovered that (to an extent which is material in the context of the Wider AHMP Group taken as a whole):

(a) any past or present member of the Wider AHMP Group has failed to comply with any and/or all applicable legislation or regulation, of any jurisdiction with regard to the disposal, spillage, release, discharge, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health or animal health or otherwise relating to environmental matters, or that there has otherwise been any such disposal, spillage, release, discharge, leak or emission (whether or not the same constituted a non-compliance by any person with any such legislation or regulations, and wherever the same may have taken place) any of which disposal, spillage, release, discharge, leak or emission would be likely to give rise to any liability (actual or contingent) on the part of any member of the Wider AHMP Group; or

(b) there is, or is likely to be, for that or any other reason whatsoever, any liability (actual or contingent) of any past or present member of the Wider AHMP Group to make good, repair, reinstate or clean up any property or any controlled waters now or previously owned, occupied, operated or made use of or controlled by any such past or present member of the Wider AHMP Group, under any environmental legislation, regulation, notice, circular or order of any government, governmental, quasi-governmental, state or local government, supranational, statutory or other regulatory body, agency, court, association or any other person or body in any jurisdiction.

2 Certain further terms of the Offer

2.1 Assura reserves the right to waive, in whole or in part, all or any of the Conditions above, except for Condition 1.1.

2.2 Conditions 1.2 to 1.10 (inclusive) must be fulfilled, or waived, by midnight on the 21st day after the later of the First Closing Date and the date on which Condition 1.1 is fulfilled (or in each such case such later date as Assura may, with the consent of the Panel, decide). Assura shall be under no obligation to waive or treat as satisfied any of Conditions 1.2 to 1.10 (inclusive) by a date earlier than the latest date specified above for the satisfaction thereof, notwithstanding that the other Conditions of the Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

2.3 If Assura is required by the Panel to make an Offer for AHMP Shares under the provisions of Rule 9 of the Code, Assura may make such alterations to any of the above Conditions as are necessary to comply with the provisions of that Rule.

2.4 AHMP Shares acquired under the Offer will be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of this announcement. Accordingly, insofar as a dividend and/or a distribution and/or a return of capital is proposed, declared, made, paid or becomes payable by AHMP in respect of an AHMP Share on or after the date of this announcement and prior to the Offer becoming or being declared unconditional in all respects or lapsing or being withdrawn, the price payable under the Offer in respect of an AHMP Share will be reduced by the amount of the dividend and/or distribution and/or return of capital except insofar as the AHMP Share is or will be transferred pursuant to the Offer on a basis which entitles Assura alone to receive the dividend and/ or distribution and/or return of capital and to retain it. To the extent that a reduction in the price payable pursuant to the Offer in respect of an AHMP Share is to apply in respect of a dividend and/or distribution and/or return of capital but that reduction in price has not been effected, the person to whom the consideration under the Offer is paid in respect of that AHMP Share will be obliged to account to Assura for the amount of such dividend or distribution or return of capital.

2.5 Assura reserves the right, with the agreement of the AHMP Board and the Panel (if required), to elect to implement the Offer by way of scheme(s) of arrangement pursuant to Part 26 of the Companies Act (Scheme). In such event, such Offer will be implemented on the same terms (subject to appropriate amendments as may be required by law or regulation), so far as applicable, as those that would apply to the Offer. In particular, Condition 1.1 will not apply and the Scheme will become effective and binding following:

(a) approval of the Scheme at the court meeting (or any adjournment thereof) by a majority of the AHMP Shareholders present and voting either in person or by proxy representing 75% or more in value of AHMP Shareholders;

(b) the resolutions required to approve and implement the Scheme being those set out in the notice of general meeting of the AHMP Shareholders being passed by the requisite majority at such general meeting; and

(c) the sanction of the Scheme and confirmation of any associated reduction of capital by the court (in each case with or without modification, and any such modification to be on terms reasonably acceptable to AHMP and Assura) and an office copy of the order of the court sanctioning the Scheme and confirming the cancellation of share capital which forms part of it being delivered for registration to the Registrar of Companies and being registered by him.

2.6 If the Offer lapses it will cease to be capable of further acceptance. AHMP Shareholders who have accepted the Offer and Assura shall then cease to be bound by acceptances delivered on or before the date on which the Offer lapses.

2.7 The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

2.8 The Offer is not being made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, internet or e-mail) of interstate or foreign commerce of, or of any facility of a national securities exchange of, any Restricted Territory and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Territory.

2.9 The Offer is governed by English law and is subject to the jurisdiction of the English courts and to the Conditions set out in this Appendix 1 (and, in the case of certificated AHMP Shares, the Form of Acceptance).

2.10 If:

(a) Assura waives, in whole or in part, all or any of the Conditions above (excluding Condition 1.1), as set out in paragraph 2.1 above; or

(b) Assura is required by the Panel to make an offer for AHMP Shares under the provisions of Rule 9 of the Code, and Assura alters any of the above Conditions as necessary to comply with the provisions of that Rule; or

(c) the price payable under the Offer in respect of an AHMP Share is reduced by the amount of a dividend and/or a distribution and/or a return of capital (where the AHMP Share is or will not be transferred pursuant to the Offer on a basis which entitles Assura alone to receive the dividend and/or distribution and/or return of capital and to retain it), as set out in paragraph 2.4 above,

Assura will extend the Offer Period and take such further action as required by the Panel, the Code or other applicable law.

APPENDIX 2

SOURCES AND BASES OF INFORMATION

Save as otherwise stated, the following constitute the sources and basis of certain information referred to in this announcement:

1. Financial information relating to the Assura Group has been extracted or derived (without any adjustment) from Assura's audited annual report and accounts for the financial year ended 31 March 2010 and the unaudited interim results of Assura for the six months ended 30 September 2010.

2. Financial information relating to the AHMP Group has been extracted or derived (without any adjustment) from AHMP's audited annual report and accounts for the financial year ended 30 April 2010 and the unaudited interim results of AHMP for the six months ended 31 October 2010.

3. The terms of the Offer value the entire issued and to be issued share capital (including the Convertible Loans) of AHMP at £28.3 million, based on the Closing Price of 46.125 pence of an Assura Share on 18 January 2011 (being the last Business Day prior to the date of this announcement) and the number of AHMP Shares in issue of 65,686,539 on 18 January 2011 and additional AHMP Shares to be issued in relation to Options, Warrants and Convertible Loans totalling 6,403,157.

4. The maximum number of Consideration Shares that may be issued by Assura, assuming full acceptance of the Offer and assuming no AHMP Shareholder makes a valid election under the Cash Alternative, of 55,833,558 Consideration Shares, is calculated by multiplying the entire issued share capital of AHMP by 0.85 Consideration Shares.

5. The percentage that Consideration Shares represent as a proportion of the issued share capital of the Enlarged Group, of 13.1 per cent, was calculated by dividing 55,833,558 Consideration Shares by the aggregate of 317,467,036 Assura Shares in issue on 18 January 2011 (being the last Business Day prior to the date of this announcement) and 107,897,588 New Assura Shares to be issued pursuant to the Proposals.

6. The pro forma net asset value calculation is based on the following assumptions:

(a) The consolidated net assets of Assura Group at 30 September 2010 have been extracted without material adjustment from the unaudited interim financial statements of Assura for the six months ended 30 September 2010.

(b) The consolidated net assets of AHMP Group have been extracted without material adjustment from the unaudited interim financial statements of AHMP for the six months ended 31 October 2010.

(c) The adjustment for the net proceeds of the Placing and Open Offer reflects the estimated funds to be raised of £22.7 million (gross proceeds of £12.0 million from the Firm Placing plus gross proceeds of £11.4 million from the Open Offer, less expenses of £0.7 million).

(d) The acquisition accounting adjustments reflect the cash outflows of £12.2 million comprising cash consideration of £10.5 million payable under the Cash Alternative (assuming it is taken up to the full extent available) and estimated acquisition expenses of £1.6 million and estimated goodwill and other intangibles arising of £0.1 million.

(e) The Other adjustment reflects:

(i) an accounting policy alignment adjustment reflecting the impact of aligning AHMP's policy of accounting for its joint venture investment in AH Scarborough Health Park Limited using proportional consolidation with Assura's policy of equity accounting for its investments in joint ventures;

(ii) an adjustment for the EBT Placing reflecting the estimated funds to be raised by Assura through the EBT's sale of 6.7 million Assura Shares held by the EBT (gross proceeds of £3.0 million less expenses), the proceeds of which are repaid to Assura;

(iii) an adjustment for the revaluation of Assura's property portfolio reflecting the increase in value of Assura's properties held at 30 September 2010 to their value at 15 December 2010; and

(iv) an adjustment in respect of the potential dilutive effect of the maximum Assura Shares to be issued pursuant to the Options, Warrant and Convertible Loan.

(f) Fully diluted number of Assura Shares is derived from the current issued number of Assura Shares including the Assura Shares held by the EBT.

(g) Adjusted net asset value per share shows the effect of removing AHMP's deferred tax liabilities and the mark to market value of Assura's interest rate swaps.

(h) No account has been taken of the financial performance of Assura since 30 September 2010 or of AHMP since 31 October 2010, nor of any other event save as disclosed above.

APPENDIX 3

SCHEDULE OF IRREVOCABLE UNDERTAKINGS

1. The following Independent AHMP Directors who are AHMP Shareholders or have an interest in AHMP Shares have given irrevocable undertakings to accept the Offer:

Party	Form of Consideration	Number of AHMP Shares	Percentage of issued share capital
John Gunn	Cash	1,281,356	1.95%
Bruce Walker	Unspecified	400,000	0.61%
Ken Brown	Cash	50,000	0.08%
Peter Wilkinson	Cash	11,500	0.02%

2. The following Ashley House Concert Party members who are AHMP Shareholders or have an interest in AHMP Shares have given irrevocable undertakings to accept the Offer:

Party	Form of Consideration	Number of AHMP Shares	Percentage of issued share capital
Steven Minion	Shares	5,666,190	8.63%
Ashley House plc	Shares	4,404,762	6.71%
Melanie Minion	1,880,586 in shares and 150,000 in cash	2,030,586	3.09%
Jonathan Holmes	Shares	1,490,136	2.27%
Mary Holmes	Shares	1,431,550	2.18%
Kate Centauro	Shares	447,250	0.68%
Kate Holmes	Shares	320,834	0.49%
Roger Holmes	Shares	320,834	0.49%
William Wells	Shares	285,000	0.43%
Jill McKnight	Shares	81,690	0.12%
Samantha Holmes	Shares	33,333	0.05%

3. The following AHMP Shareholders have given irrevocable undertakings to accept the Offer:

Party	Form of Consideration	Number of AHMP Shares	Percentage of issued share capital

Somerston Investments Limited	Shares	19,689,620	29.97%
Flintshire County Council	Unspecified	6,000,000	9.13%
Gail Mosley	3,202,185 in shares; 100,000 in cash	3,302,185	5.03%
Geoffrey Mosley	1,777,777 in shares; 1,000,000 in cash	2,777,777	4.23%

APPENDIX 4

DEFINITIONS

The following definitions apply throughout this announcement, unless the context requires otherwise:

2.5 Announcement	an announcement by Assura of an offer pursuant to Rule 2.5 of the Code for the entire issued and to be issued share capital of AHMP at an agreed minimum level of consideration of 0.85 Assura Shares per AHMP Share with a cash alternative of 40 pence per AHMP Share
Acquisition	the proposed acquisition by Assura of the entire issued and to be issued share capital of AHMP pursuant to the Offer
Acquisition Resolution	the Resolution required to be passed by the Assura Shareholders at the Assura EGM pursuant to the Listing Rules to approve the Acquisition
Admission	admission by the UK Listing Authority to the Official List and to trading on the London Stock Exchange
AHMP	AH Medical Properties plc, a public limited company incorporated in England and Wales and registered with number 4188281
AHMP Board or AHMP Directors	the directors of AHMP
AHMP General Meeting	the general meeting of AHMP to be held to approve the Ashley House Arrangements, notice of which will be contained in the Offer Document
AHMP Group	AHMP, its subsidiaries and subsidiary undertakings
AHMP Shareholders	holders of AHMP Shares
AHMP Shares	the existing unconditionally allotted or issued and fully paid ordinary shares of 0.01 pence each in the capital of AHMP and any further such shares (excluding any treasury shares (as defined in section 724(5) of the Companies Act)) which may be unconditionally allotted or issued and fully paid (or credited as fully paid) prior to the time and date on which the Offer closes or by such other date and time as Assura may, subject to the Code, decide (other than any such shares held in treasury) and AHMP Share means any such share
Altium	Altium Capital Limited
Ashley House	Ashley House plc
Ashley House Arrangements	the arrangements summarised in paragraph 13 of this announcement
Ashley House Concert Party	Ashley House and all AHMP Shareholders connected with Ashley House
Assura or Company	Assura Group Limited, a limited company incorporated in Guernsey and registered with number 41230
Assura Board or Assura Directors	the directors of Assura
Assura EGM	the extraordinary general meeting of Assura to be held to approve, inter alia, the Acquisition, notice of which will be contained in the Circular
Assura Group or Group	Assura, its subsidiaries and subsidiary undertakings
Assura Shareholders	holders of Assura Shares
Assura Shares	ordinary shares of 10 pence each in the capital of the Company and Assura Share means any such share
Business Day	a day, not being an English public holiday, Saturday or Sunday, on which clearing banks in London are open for normal business
Cash Alternative	the alternative under which AHMP Shareholders who validly accept the Offer will be able to elect to receive cash in lieu of some or all of the Consideration Shares to which they would otherwise be entitled under the Offer on the terms to be set out in the Offer Document
Cenkos	Cenkos Securities plc
certificated or in certificated form	in relation to a share or other security, a share or other security title to which is recorded in the relevant register of the share or other security as being held in certificated form (that is, not in CREST)
Circular	the circular to be sent to Assura Shareholders in due course convening the Assura EGM to approve, inter alia, the Acquisition
Closing Price	the closing middle market quotation of an Assura Share or an AHMP Share on the relevant date as derived from the Stock Exchange Daily Official List or PLUS Markets, as the case may be
Code	the City Code on Takeovers and Mergers
Companies Act	the Companies Act 2006
Competing Transaction	a possible offer for all or any part of the issued and to be issued share capital of AHMP (whether structured as a takeover offer, scheme of arrangement or otherwise), or any transaction that would require AHMP Shareholder approval under Rule 21.1 of the Code or any other transaction which is inconsistent with the Offer
Competition Commission	the UK Competition Commission
Conditions	the conditions to the Offer which are set out in paragraph 1 of Appendix 1 to this announcement
Consideration Shares	up to 55,833,558 new Assura Shares proposed to be issued and credited as fully paid to AHMP Shareholders pursuant to the Acquisition
Convertible Loans	the convertible loan notes of £2,000,000 issued in July 2010 by AHMP
CREST	the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator (as defined in the CREST Regulations) in accordance with which securities may be held in uncertificated form
CREST Regulations	the Uncertificated Securities Regulations 2001 (SI 2001/3755)
Daily Official List	the daily official list of the London Stock Exchange
DTZ	DTZ Debenham Tie Leung Limited
EBT	the Assura Employee Benefit Trust
EBT Placing	the conditional placing by Cenkos and Investec of the EBT Shares
EBT Shares	6,666,667 Assua Shares, which have been conditionally placed firm by Cenkos and Investec on behalf of the EBT with certain institutional investors
Enlarged Group	the Group following completion of the Proposals
Firm Placed Shares	26,666,667 new Assura Shares, which have been conditionally placed firm by Cenkos and Investec on behalf of the Company on a non-pre-emptive basis with certain institutional investors pursuant to the Placing Agreement
Firm Placing	the conditional placing by Cenkos and Investec of the Firm Placed Shares
First Closing Date	the first closing date for the Offer, expected to fall 21 days after the date on which the Offer Document is posted
Form of Acceptance	the form of acceptance and authority relating to the Offer which will accompany the Offer Document
FSA or Financial Services Authority	the Financial Services Authority of the United Kingdom
FSMA	the Financial Services and Markets Act 2000, as amended
GP	General Practitioner
IFRS	International Financial Reporting Standards as adopted for use in the European Union
Independent AHMP Directors	the AHMP Directors excluding Stephen Minion
Independent AHMP Shareholders	the AHMP Shareholders other than members of the Ashley House Concert Party
Inducement Fee	the sum of £260,000 (inclusive of any irrecoverable VAT payable, but exclusive of any recoverable VAT payable), however, should the value of the Offer be such that this sum exceeds the maximum amount permitted by law or the Code, the amount shall be reduced accordingly
Inducement Fee Agreement	the agreement between Assura and AHMP entered into on 9 November 2010 containing certain obligations and undertakings in relation to the implementation of the Offer
Investec	Investec Bank plc
IPD	Investment Property Databank
Issue Price	45 pence per share
Lazard	Lazard & Co., Limited
LIFT or Local Improvement Finance Trust	a financing vehicle introduced by the Department of Health for developing frontline primary and community care facilities
Listing Rules	the listing rules made by the FSA under section 73A of the FSMA
London Stock Exchange	London Stock Exchange plc
New Assura Shares	the new Assura Shares to be issued pursuant to the Acquisition and the Placing and Open Offer and which constitute the Consideration Shares, the Firm Placed Shares and the Open Offer Shares
NAV	net asset value
NHS	the National Health Service
Offer	the recommended takeover offer to be made by Assura to acquire all the AHMP Shares on the terms and subject to the conditions set out in this announcement and to be set out in the Offer Document and, in relation to the AHMP Shares held in certificated form, the Form of Acceptance (including, where the context so requires, any subsequent waiver, revision, variation or extension thereof)
Offer Document	the document to be sent to AHMP Shareholders in due course containing the full terms and conditions of the Offer
Offer Period	the period beginning on and including 10 August 2010
Official List	the official list of the UK Listing Authority maintained by the FSA pursuant to Part VI of the FSMA
Open Offer	the invitation to Qualifying Assura Shareholders inviting them to apply for Open Offer Shares at the Issue Price, on the terms and subject to the conditions to be set out in the Prospectus
Open Offer Shares	the 25,397,363 new Assura Shares to be offered to Qualifying Assura Shareholders pursuant to the Open Offer
Options	the options to acquire AHMP Shares granted to employees and directors of AHMP and Ashley House
Overseas Shareholders	AHMP Shareholders resident in or nationals or citizens of jurisdictions outside the UK or who are nominees of, or custodians, trustees or guardians for, citizens, residents or nationals of such other jurisdictions
Panel	the Panel on Takeovers and Mergers
PCT or Primary Care Trust	a body corporate established by the Secretary of State for Health pursuant to the National Health Service Act 1977 (as amended) or the National Health Service Act 2006 which has the responsibility for planning and procuring the health care for the population within the area it serves and, where relevant, Health Boards being the bodies corporate established in Scotland for the same purposes pursuant to pursuant to the National Health Service (Scotland) Act 1978 (as amended) and the Public Health etc. (Scotland) Act 2008, or Local Health Boards, being the bodies corporate established in Wales for the same purposes pursuant to the National Health Service Act 1977 (as amended) or the National Health Service (Wales) Act 2006
Placing	the Firm Placing and the conditional placing by Cenkos and Investec of the Open Offer Shares with institutional investors, subject to clawback to satisfy valid applications by Qualifying Assura Shareholders under the Open Offer
Placing Agreement	the conditional agreement dated 18 January 2011 entered into between Assura, Cenkos and Investec in relation to the Placing and Open Offer
PLUS Markets	PLUS Markets Group plc
Proposals	the Acquisition and the Placing and Open Offer
Prospectus	the prospectus relating to the New Assura Shares to be published by Assura in due course in connection with Admission
Qualifying Assura Shareholders	Assura Shareholders on the register of members of the Company at the record date for the Open Offer, other than certain overseas Assura Shareholders
Registrar of Companies	the Registrar of Companies in England and Wales
Regulatory Information Service or RIS	any information service authorised from time to time by the Financial Services Authority for the purpose of disseminating regulatory announcements
Resolutions	the resolutions to be set out in the notice of the Assura EGM at the end of the Circular
Restricted Overseas Person	Overseas Shareholders resident in or nationals or citizens of Restricted Territories or who are nominees or custodians, trustees or guardians for, citizens, residents or nationals of such Restricted Territories
Restricted Territories	the United States, Canada, Japan, Australia and the Republic of South Africa and any other jurisdiction where the extension or availability of the Offer and the Open Offer would breach any applicable law and Restricted Territory shall mean any one of them
Savills	Savills Commercial Limited
Somerston	Somerston Investments Limited
Subsidiaries	the subsidiaries of the Company
Third Party	a third party which is not acting in concert (as defined in the Code) with Assura
UK Listing Authority	the Financial Services Authority acting in its capacity as the competent authority for the purposes of Part VI of the FSMA
Uncertificated or in uncertificated form	a share or shares recorded on the register of members as being held in uncertificated form in CREST and title to which may be transferred by means of CREST
United Kingdom or UK	the United Kingdom of Great Britain and Northern Ireland
United States or USA	the United States of America, its territories and possessions, any state of the United States of America and the district of Columbia and any other area subject to its jurisdiction
Warrants	the warrants in relation to 180,000 AHMP Shares granted by AHMP to Bruce Layland Walker
Wider AHMP Group	AHMP and its subsidiary undertakings, associated undertakings and any other undertaking in which AHMP and/or any such subsidiary or associated undertakings (aggregating their interests) has or together have a direct or indirect interest in twenty per cent. or more of the equity share capital (as defined in the Companies Act)
Wider Assura Group	Assura and its subsidiary undertakings, associated undertakings and any other undertaking in which Assura and/or any such subsidiary or associated undertakings (aggregating their interests) has or together have a direct or indirect interest in twenty per cent. or more of the equity share capital (as defined in the Companies Act)

Interpretation

For the purposes of this announcement:

(a) subsidiary, subsidiary undertaking, associated undertaking and parent undertaking have the respective meanings given to them by the Companies Act;

(b) references to one gender include all genders and references to the singular include the plural and vice versa, unless the context requires otherwise;

(c) any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof; and

(d) all references to time in this announcement are to local time in London, England, unless otherwise stated.

This information is provided by RNS

The company news service from the London Stock Exchange

END

OFFUKONRAUAAARR

Companies

Assura (AGR)

Wednesday, 22nd May 2024

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