Publication of Prospectus

RNS Number : 2095A

Assura Group Limited

27 January 2011

 



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

Publication of Prospectus, Circular and Offer Document

27 January 2011

The following announcement is an advertisement and not a prospectus and investors should not subscribe for any Assura Group Limited shares except on the basis of information in the Prospectus being published by Assura Group Limited today.

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

by

Assura Group Limited

for the entire issued and to be issued share capital of

AH Medical Properties plc

Further to the Company's announcement on 19 January 2011 that the boards of Assura and the independent directors of AH Medical Properties plc ("AHMP") had 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 "Offer"), and further to the conditional Placing and Open Offer to raise £22.7 million net of expenses, the Company today announces that a prospectus, dated 27 January 2011 (the "Prospectus"), has been approved by the UK Listing Authority ("UKLA") and will shortly be available for inspection at the National Storage Mechanism, which is located at:

 www.hemscott.com/nsm.do .

In addition, the UKLA has approved a circular, dated 27 January 2011 (the "Circular") convening an extraordinary general meeting of Assura to be held at 10.00 a.m. on 17 February 2011 at the offices of Addleshaw Goddard LLP, Milton Gate, 60 Chiswell Street, London EC1Y 4AG.  This will be held to allow Assura Shareholders to vote on resolutions to approve, among other things, the acquisition of AHMP. Both the Prospectus and the Circular are being posted to the Company's shareholders today and will be available on Assura's website at: www.assuragroup.co.uk.

The following timetable sets out the expected timing of principal events.  Any changes will be notified via a regulatory information service:

Announcement of the Proposals, including the Open Offer	19 January 2011
Record Date for the Open Offer	26 January 2011
Prospectus published	27 January 2011
Ex-entitlement date for the Open Offer	28 January 2011
Open Offer Entitlements credited to stock accounts of Qualifying CREST Shareholders in CREST	28 January 2011
Recommended latest time for requesting withdrawal of Open Offer Entitlements from CREST	4.30 p.m. on 9 February 2011
Latest time for depositing Open Offer Entitlements into CREST	3.00 p.m. on 10 February 2011
Latest time and date for splitting Application Forms (to satisfy bona fide market claims only)	3.00 p.m. on 11 February 2011
Latest time and date for receipt of completed Application Forms and payment in full or settlement of relevant CREST instructions under the Open Offer	11.00 a.m. on 15 February 2011
Admission and dealings in Open Offer Shares  commence	8.00 a.m. on 17 February 2011
Assura EGM	10.00 a.m. on 17 February 2011
First Closing Date of the Offer	3.00 p.m. on 17 February 2011

The Company is also pleased to announce that an offer document (the "Offer Document") containing the full terms and conditions of the Offer is being posted to shareholders of AHMP today, together with a Form of Acceptance and the Prospectus. The Offer Document contains a notice of general meeting convening a general meeting of AHMP at noon on 15 February 2011 at the offices of Altium Capital Limited, 30 St James's Square, London, SW1 4AL. The first closing date of the Offer is 3.00 p.m. on 17 February 2011. To accept the Offer, the Form of Acceptance should be completed, signed and returned in accordance with the procedure set out in the Offer Document as soon as possible and in any event so as to be received by no later than 3.00 p.m. on 17 February 2011.

Copies of the Offer Document and the Form of Acceptance will be available for inspection at the offices of Addleshaw Goddard LLP, Milton Gate, 60 Chiswell Street, London EC1Y 4AG during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted), for so long as the Offer remains open for acceptance. The Offer Document and the Form of Acceptance will shortly be published on Assura's website: www.assuragroup.co.uk and AHMP's website: www.medicalproperties.co.uk.

Capitalised terms used but not defined in this announcement have the same meaning given to them in the Prospectus, Circular and Offer Document.

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

Cenkos Securities plc, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Assura and no one else in connection with the Offer and 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 Bank plc, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Assura and no one else in connection with the 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.

Altium Capital Limited, 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 [phone].

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.

 

END

 

 

OUPUBSSRARAAUAR