Result of Capital Raising and General Meeting

RNS Number : 8741G

Primary Health Properties PLC

12 June 2013

 



THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR THE UNITED STATES OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW.  PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT, WHICH DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT, IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES AND NEITHER THIS ANNOUNCEMENT NOR ANYTHING HEREIN FORMS THE BASIS FOR ANY CONTRACT OR COMMITMENT WHATSOEVER.  SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION AND THE SECURITIES DESCRIBED HEREIN WILL BE SOLD IN ACCORDANCE WITH ALL APPLICABLE LAWS AND REGULATIONS.

12 June 2013

Primary Health Properties PLC

("PHP" or the "Company")

Result of Capital Raising and General Meeting

Capital Raising

On 22 May 2013, PHP announced a proposed Firm Placing and Placing, Open Offer and Offer for Subscription at 315 pence per share (the "Capital Raising").

PHP is now pleased to announce that it has received valid applications and commitments for the Capital Raising for a total of 21,746,032 New Shares at 315 pence per share.  Shareholder approval of the Capital Raising was received at today's General Meeting and the Company will issue 21,746,032 New Shares, raising £68.5million and exceeding its initial fundraising target of up to £60 million.   The issue of New Shares will be split as follows:

·     7,301,587 shares under the Firm Placing, raising gross proceeds of £23.0 million

·     5,208,706 shares taken up under the Open Offer raising gross proceeds of £16.4 million, with valid acceptances and excess applications representing 68.5% of the Open Offer

·     8,104,710 shares under the Placing raising gross proceeds of £25.5 million

·     1,131,029 shares under the Offer for Subscription raising gross proceeds of £3.6 million

Applications under the Open Offer and Offer for Subscription and commitments under the Placing will all be met in full.

General Meeting

At the General Meeting of the Company held at 10.00 a.m. today at the offices of the Company at Ground Floor, Ryder Court, 14 Ryder Street, London SW1Y 6QB, all Resolutions as set out in the notice of general meeting dated 23 May 2013 were duly passed.

Details of proxy votes received prior to the General Meeting were as follows: 

Resolution	For		Discretionary		Against		Withheld
	No. of votes	% of votes	No. of votes	% of votes	No. of votes	% of votes	No. of votes
01	19,975,165	99.11%	109,625	0.54%	70,176	0.35%	59,412
02	19,970,439	99.09%	114,341	0.57%	69,486	0.34%	60,112
03	19,913,230	98.92%	136,721	0.68%	81,368	0.40%	83,059

These will shortly be available on the Company's website at www.phpgroup.co.uk. In accordance with Listing Rule 9.6.2 copies of the resolutions passed at the General Meeting will be submitted to the National Storage Mechanism and will shortly be available for inspection at: www.hemscott.com/nsm.do

Miscellaneous

The Capital Raising remains conditional upon the Placing Agreement becoming unconditional in all respects and Admission. Application has been made for the admission of 21,746,032 New Shares to the Official List of the Financial Conduct Authority ("FCA") and to trading on the premium segment of the London Stock Exchange's main market for listed securities. It is expected that Admission and commencement of dealings in the New Shares will become effective at 8.00 a.m. on 13 June 2013.

New Shares in uncertificated form are expected to be credited to CREST accounts by 8.00 a.m. on 13 June 2013 and definitive share certificates for the New Ordinary Shares in certificated form are expected to be dispatched by 18 June 2013.

The New Shares, when issued and fully paid, will rank in full for all dividends or distributions made, paid or declared after the date of the Prospectus or otherwise pari passu in all respects with the Existing Ordinary Shares.

The total issued share capital of PHP following Admission will be 97,844,276 Ordinary Shares of 50 pence each. This figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.

Capitalised terms used in this announcement have the meanings given to them in the prospectus issued by the Company, dated 22 May 2013.

Harry Hyman, Managing Director of PHP, said:

"We are delighted to have received such strong support for a major fundraise from a wide range of both institutional and retail investors, many of which join our shareholder register for the first time.  Such strong demand reflects the strengths of our business model as well as the favourable prevailing market conditions. We look forward to deploying the funds to acquire new assets that secure attractive returns for the benefit of our shareholders and return the Company to full dividend cover."

For further information contact:

Primary Health Properties PLC	[phone]
Harry Hyman, Managing Director
Phil Holland
Pelham Bell Pottinger	[phone]
David Rydell / Victoria Geoghegan / Elizabeth Snow
Numis Securities Limited	[phone]
Corporate Finance: Michael Meade / Andrew Holloway
Corporate Broking: David Poutney / James Black

Peel Hunt LLP                                                                                               [phone]

Corporate Finance: Capel Irwin / Hugh Preston

Corporate Sales & Syndications: Andy Crossley / Jock Maxwell Macdonald

IMPORTANT NOTICE

This announcement is an advertisement and does not constitute a prospectus or prospectus equivalent document.  Nothing in this announcement should be interpreted as a term or condition of the Capital Raising.  The Prospectus was published on 22 May 2013 and is available on the Company's website (www.phpgroup.co.uk) and available for inspection at: http://www.Hemscott.com/nsm.do.   

This announcement does not constitute or form part of any offer or invitation to purchase, or otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security in the capital of the Company in any jurisdiction. 

The information contained in this announcement is not for release, publication or distribution to persons in the United States, Canada, Australia, Japan, New Zealand or The Republic of South Africa or in any jurisdiction where to do so would breach any applicable law.  The New Shares have not been and will not be registered under the securities laws of such jurisdictions and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within such jurisdictions except pursuant to an exemption from and in compliance with any applicable securities laws. No public offer of the New Shares is being made by virtue of this announcement into Australia, Canada, Japan, New Zealand, the Republic of South Africa or the United States or any other jurisdiction outside the United Kingdom in which such offer would be lawful. No action has been or will be taken by the Company, Numis, Peel Hunt or any other person to permit a public offering or distribution of this announcement or any other offering or publicity materials or the New Shares in any jurisdiction where action for that purpose may be required, other than in the United Kingdom.

The New Shares and any entitlements pursuant to the open offer and offer for subscription will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or the relevant laws of any state, province or territory of the United States. Unless so registered, the New Shares and any entitlements pursuant to the open offer and offer for subscription may not be offered, sold, taken up or exercised, within the United States except in a transaction that is exempt from, or not subject to, the registration requirements of the US Securities Act. There has not been and will not be any public offer in the United States. Outside the United States, the New Shares are being offered in reliance on Regulation S under the US Securities Act.

This announcement has been issued by and is the sole responsibility of the Company.

Numis Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for Primary Health Properties PLC and for no-one else in connection with the contents of this and will not be responsible to anyone other than Primary Health Properties PLC for providing the protections afforded to clients of Numis Securities Limited, or for providing advice in relation to the contents of this announcement or any matters referred to herein.  Numis Securities Limited is not responsible for the contents of this announcement.  Numis Securities Limited has given and not withdrawn its written consent to the issue of this announcement with the inclusion of the reference to its name in the form and context in which it is included.

Peel Hunt LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for Primary Health Properties PLC and for no-one else in connection with the contents of this announcement and will not be responsible to anyone other than Primary Health Properties PLC for providing the protections afforded to clients of Peel Hunt LLP, or for providing advice in relation to the contents of this announcement or any matters referred to herein.  Peel Hunt LLP is not responsible for the contents of this announcement.  Peel Hunt LLP has given and not withdrawn its written consent to the issue of this announcement with the inclusion of the reference to its name in the form and context in which it is included.

This announcement has been prepared for the purposes of complying with the applicable law and regulation of the United Kingdom 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 the United Kingdom.

Any person receiving this announcement is advised to exercise caution in relation to the Capital Raising. If in any doubt about any of the contents of this announcement, independent professional advice should be obtained.

 

END

 

 

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