Results of Court Meeting and General Meeting

RNS Number : 6671R

The MedicX Fund Limited

01 March 2019

 

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

FOR IMMEDIATE RELEASE

1 March 2019

RECOMMENDED ALL-SHARE MERGER

BETWEEN

MEDICX FUND LIMITED ("MEDICX")

AND

PRIMARY HEALTH PROPERTIES PLC ("PHP")

TO BE EFFECTED BY MEANS OF A SCHEME OF ARRANGEMENT

UNDER PART VIII OF THE COMPANIES (GUERNSEY) LAW, 2008 (AS AMENDED)

MEDICX SCHEME SHAREHOLDERS APPROVE MERGER BETWEEN MEDICX AND PHP

Results of the Court Meeting and the MedicX General Meeting

MedicX is pleased to announce that at the Court Meeting and the MedicX General Meeting held earlier today in connection with the all-share merger of MedicX and PHP, under which PHP will acquire the entire issued and to be issued share capital of MedicX (the "Merger") to be effected by means of a Court sanctioned scheme of arrangement under Part VIII of the Companies (Guernsey) Law, 2008 (as amended) (the "Scheme"):

·      the requisite majorities of Scheme Shareholders voted to approve the Scheme at the Court Meeting; and

·      the requisite majority of MedicX Shareholders voted to pass the special resolution to implement the Scheme, including the amendment of the MedicX Articles.

Details of the resolutions passed are set out in the notices of the Court Meeting and the MedicX General Meeting contained in the scheme document published on 8 February 2019 in relation to the Merger (the "Scheme Document").

The total number of MedicX Shares in issue at the Voting Record Time was 445,702,399 ordinary shares of no par value. As at the Voting Record Time, MedicX held 2,786,259 ordinary shares of no par value in treasury and no shares were held by PHP, its nominees or any other members of its group. Therefore, the total voting rights in MedicX as at the Voting Record Time were 442,916,140.

Voting results of the Court Meeting

The table below sets out the results of the poll at the Court Meeting held on 1 March 2019.  Each Scheme Shareholder, present in person or by proxy, was entitled to one vote per Scheme Share held at the Voting Record Time.

Resolution	Number of Scheme Shareholders who voted	% of Scheme Shareholders voted	Number of Scheme Shares voted	% of Scheme Shares voted	Number of Scheme Shares voted as a % of the issued ordinary share capital
For	73	92.41	242,057,069	90.30	54.65
Against	6	7.59	25,994,786	9.70	5.87
Total	79	100	268,051,855	100	60.52

Voting results of the MedicX General Meeting

The table below sets out the results of the poll at the MedicX General Meeting held on 1 March 2019.  Each MedicX Shareholder, present in person or by proxy, was entitled to one vote per MedicX Share held at the Voting Record Time.

Special Resolution	Number of MedicX Shares voted	% of MedicX Shares voted
For	242,124,312	90.30
Against	26,003,381	9.70
Withheld*	92,369	N/A
Total	268,220,062	100

* A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes "For" or "Against" the special resolution.

Effective Date and Timetable

As announced by PHP, PHP Shareholders passed the PHP Merger Resolution and the PHP Related Party Resolution required to implement the Merger at the PHP General Meeting held on 28 February 2019.

Completion of the Merger remains subject to the satisfaction or waiver of the remaining Conditions set out in the Scheme Document, including the Court sanctioning the Scheme at the Court Hearing which is scheduled for 9.30 am on 14 March 2019. 

Subject to the Scheme receiving the sanction of the Court on that date, the Scheme is expected to become Effective on 14 March 2019.

It is also expected that the listing of and dealings in MedicX Shares will be suspended at 7.30 am on 14 March 2019. The last day of dealing in, and for registration of transfers of, MedicX Shares will therefore be 13 March 2019. If the Court sanctions the Scheme on 14 March 2019, an application will also be made to the FCA for the cancellation of MedicX Shares on the premium listing segment of the Official List and to the London Stock Exchange for the cancellation of trading of MedicX Shares on the main market for listed securities.  Such cancellations are expected to occur by no later than 8.00 am on 15 March 2019.

The expected timetable of principal events for the implementation of the Scheme remains as set out on page 1 of the Scheme Document.  If any of the dates and/or times in the expected timetable change, the revised dates and/or times will be notified by announcement through a Regulatory Information Service.

Dividend

On 8 February 2019, MedicX announced a quarterly dividend in respect of the period 1 October 2018 to 31 December 2018 (the "Dividend Announcement").  MedicX expects to pay that dividend on 14 March 2019, in such amounts and on such terms as are set out in the Dividend Announcement.

General

A copy of the resolution passed at the MedicX General Meeting will be available for inspection on the National Storage Mechanism at www.morningstar.co.uk/uk/NSM.

Defined terms used but not defined in this announcement have the meanings set out in the Scheme Document, a copy of which is available on the MedicX website at www.medicxfund.com/investors/proposed-merger.

All references in this announcement to times are to times in London (unless otherwise stated).

Enquiries:
MedicX		Tel: [phone]
Helen Mahy (Non-Executive Chairman)
Octopus Healthcare		Tel: [phone]
Mike Adams (Executive Chairman, Octopus Healthcare)
Evercore (Financial Adviser and Rule 3 Adviser to MedicX)		Tel: [phone]
Edward Banks Ollie Clayton
Taurus (Independent Adviser to MedicX)		Tel: [phone]
Peter Tracey Tom Fyson
Canaccord (Joint Corporate Broker to MedicX)		Tel: [phone]
Robbie Robertson Helen Goldsmith
Liberum (Joint Corporate Broker to MedicX)		Tel: [phone]
Richard Crawley Jamie Richards
Maitland/AMO (Public Relations Adviser to MedicX) Andy Donald Jason Ochere		Tel: [phone]

Important notices

Evercore, which is authorised and regulated by the FCA in the UK, is acting exclusively as financial adviser to MedicX and no one else in connection with the Merger and will not be responsible to anyone other than MedicX for providing the protections afforded to clients of Evercore nor for providing advice in connection with the matters referred to herein. Neither Evercore nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Evercore in connection with the matters set out in this announcement, any statement contained herein, the Merger or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by FSMA, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the matter set out in this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with MedicX or the matters described in this announcement. To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any statement contained therein.

Taurus, a trading name of Liberum Capital Limited which is authorised and regulated by the FCA, is acting exclusively as independent adviser to MedicX and no one else in connection with the Merger and will not be responsible to anyone other than MedicX for providing the protections afforded to clients of Taurus nor for providing advice in connection with the Merger or any matter referred to herein.

Canaccord, which is authorised and regulated by the FCA, is acting exclusively as corporate broker to MedicX and no one else in connection with the Merger and will not be responsible to anyone other than MedicX for providing the protections afforded to clients of Canaccord, nor for providing advice in connection with the Merger or any matters referred to herein.

Liberum, which is authorised and regulated by the FCA, is acting exclusively as corporate broker to MedicX and no one else in connection with the Merger and will not be responsible to anyone other than MedicX for providing the protections afforded to clients of Liberum, nor for providing advice in connection with the Merger or any matters referred to herein.

Information for overseas persons

The release, publication or distribution of this announcement and the Scheme Document in certain jurisdictions other than the United Kingdom or Guernsey may be restricted by law and/or regulation. Persons who are not resident in the United Kingdom or Guernsey or who are subject to the laws and/or regulations of other jurisdictions should inform themselves of, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom or Guernsey or who are subject to the laws of another jurisdiction to participate in the Merger may be affected by the laws of the relevant jurisdictions in which they are located or to which they are subject. Any failure to comply with these applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Merger disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by PHP or required by the Takeover Code, and permitted by applicable law and regulation, participation in the Merger will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Merger are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons who have received the Scheme Document and all documents relating to the Merger (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions as doing so may invalidate any purported vote in respect of the Merger. 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 the Scheme Document 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.

The availability of the New PHP Shares under the Merger to Scheme Shareholders who are not resident in the United Kingdom or Guernsey may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom or Guernsey or who are subject to other jurisdictions should inform themselves of, and observe, any applicable legal or regulatory requirements.

Further details in relation to Overseas Shareholders are contained in the Scheme Document.

Notice to US investors in MedicX

The New PHP Shares to be issued under the Scheme have not been and will not be registered under the US Securities Act, or under any laws or with any securities regulatory authority of any state or other jurisdiction of the United States and may only be offered or sold in the United States in reliance on an exemption from the registration requirements of the US Securities Act. This announcement shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the New PHP Shares in any state of the United States in which such offer, solicitation or sale would be unlawful prior to qualification under the securities laws of any such state. The New PHP Shares are expected to be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. MedicX Shareholders (whether or not US persons) who are or will be affiliates (within the meaning of the US Securities Act) of PHP or MedicX prior to, or of MedicX after, the Effective Date will be subject to certain US transfer restrictions relating to the New PHP Shares received pursuant to the Scheme as further described in the Scheme Document.

For the purposes of qualifying for the exemption from the registration requirements of the US Securities Act afforded by Section 3(a)(10) thereunder, MedicX will advise the Court through its Guernsey counsel that the Court's sanctioning of the Scheme will be relied on by PHP as an approval of the Scheme following a hearing on the fairness of the terms and conditions of the Scheme to MedicX Shareholders, at which hearing all such shareholders are entitled to attend in person or through counsel to support or oppose the sanctioning of the Scheme and with respect to which notification has been given to all such shareholders.

None of the securities referred to in the Scheme Document have been approved or disapproved by the SEC or any US state securities commission, nor have any such authorities passed judgment upon the fairness or the merits of the Merger or determined if the Scheme Document is accurate or complete. Any representation to the contrary is a criminal offence in the United States.

It may be difficult for US holders of MedicX Shares to enforce their rights and claims arising out of the US federal securities laws, since PHP and MedicX are organized in countries other than the United States, and some or all of their officers and directors may be residents of, and some or all of their assets may be located in, jurisdictions other than the United States. US holders of MedicX Shares may have difficulty effecting service of process within the United States upon those persons or recovering against judgments of US courts, including judgments based upon the civil liability provisions of the US federal securities laws. US holders of MedicX Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.

The receipt of New PHP Shares pursuant to the Merger by a US MedicX Shareholder may be a taxable transaction for US federal income tax purposes and under applicable state and local tax laws. Each MedicX Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Merger.

Further details in relation to US MedicX Shareholders are contained in the Scheme Document.

Forward looking statements

This announcement (including information incorporated by reference in this announcement), any oral statements made by PHP or MedicX in relation to the Merger and other information published by PHP or MedicX, may contain statements about PHP, MedicX and the Enlarged Group that are or may be forward-looking statements. All statements other than statements of historical facts included in this announcement may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "goals", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects", "hopes", "continues", "would", "could", "should", or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; and (ii) business and management strategies and the expansion and growth of PHP's or MedicX's or the Enlarged Group's operations and potential synergies resulting from the Merger.

Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and/or operations of PHP, MedicX or the Enlarged Group and are based on certain assumptions and assessments made by PHP and MedicX in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. Except as expressly provided, they have not been reviewed by the auditors of PHP or MedicX. Although it is believed that the expectations reflected in such forward looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place reliance on these forward looking statements which speak only as at the date thereof. Neither MedicX nor PHP, nor any of their respective members, directors, officers, employees, advisers and any person acting on behalf of one or more of them assumes any obligation to update or correct the information contained in this announcement (whether as a result of new information, future events or otherwise) except as required by applicable law (including as required by the Takeover Code, the Listing Rules and the Disclosure Guidance and Transparency Rules).

There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business acquisitions or disposals. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.

No member of PHP or MedicX, nor any of their respective associates, directors, officers, employees or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur.

Publication on website and availability of hard copies

A copy of this announcement will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on MedicX's website at www.medicxfund.com/investors/proposed-merger by no later than 12 noon on the Business Day following the date of this announcement. For the avoidance of doubt, save as expressly referred to in this announcement, the contents of the website is not incorporated, and does not form part of, this announcement. MedicX Shareholders may request a hard copy of this announcement by contacting Link Asset Services on 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

 

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