Additional Listing & Rule 2.9 Disclosure
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, DIRECTLY OR INDIRECTLY, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
18 July 2025
Assura plc
Additional Listing and Rule 2.9 Disclosure
Assura plc ("Assura" or "the Company") today announces that 5,784,304 new ordinary shares of 10 pence each ("the New Shares") have been allotted to the Assura plc Employee Benefit Trust in order to satisfy awards pursuant to the Performance Share Plan.
Application has been made for the admission of the New Shares to the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange's main market for listed securities ("Admission"). The New Shares will rank pari passu with the Company's existing ordinary shares and Admission is expected to occur at 8.00am on 22 July 2025.
Following the allotment and issuance of the New Shares and in accordance with Rule 2.9 of the City Code on Takeovers and Mergers (the "Code"), the Company confirms that as at 8.00am on 22 July 2025, the total number of Assura ordinary shares in issue will be 3,256,393,191 (none of which will be held in treasury). The ISIN code for Assura ordinary shares of 10 pence each is GB00BVGBWW93.
The total number of voting rights in the Company will also be 3,256,393,191. The figure may also be used by Assura's shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change of interest in, the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.
- ENDS -
Enquiries:
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Assura Ed Smith, Non-Executive Chair Jonathan Murphy, Chief Executive Officer Jayne Cottam, Chief Financial Officer David Purcell, Investor Relations Director
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+44 (0) 161 515 2043 |
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Lazard (Lead Financial Adviser to Assura) Cyrus Kapadia Patrick Long Caitlin Martin
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+44 (0) 20 7187 2000 |
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Barclays Bank PLC (Joint Corporate Broker and Financial Adviser to Assura) Bronson Albery Callum West Ronak Shah
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+44 (0) 20 7623 2323 |
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Stifel Nicolaus Europe Limited (Joint Corporate Broker and Financial Adviser to Assura) Mark Young Jonathan Wilkes-Green Catriona Neville
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+44 (0) 20 7710 7600 |
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FGS Global (PR Adviser to Assura) Gordon Simpson Anjali Unnikrishnan Grace Whelan |
+44 (0) 20 7251 3801 Assura-LON@fgsglobal.com |
Travers Smith LLP is acting as legal adviser to Assura.
The LEI of Assura is 21380026T19N2Y52XF72.
Further information
Lazard & Co., Limited ("Lazard"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as lead financial adviser to Assura and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Assura for providing the protections afforded to clients of Lazard nor for providing advice in relation to matters referred to in this announcement. Neither Lazard nor any of its affiliates (nor any of their respective directors, officers, employees or agents), 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 Lazard in connection with this announcement, any statement contained herein or otherwise.
Barclays Bank PLC ("Barclays"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively as joint corporate broker and financial adviser to Assura and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Assura for providing the protections afforded to clients of Barclays nor for providing advice in relation to matters referred to in this announcement. Neither Barclays nor any of its affiliates (nor any of their respective directors, officers, employees or agents), 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 Barclays in connection with this announcement, any statement contained herein or otherwise.
Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as joint corporate broker and financial adviser to Assura and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Assura for providing the protections afforded to clients of Stifel nor for providing advice to matters referred to in this announcement. Neither Stifel nor any of its affiliates (nor any of their respective directors, officers, employees or agents), 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 Stifel in connection with this announcement, any statement contained herein or otherwise.
This announcement is for information purposes only and is not intended to, and does not, constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities in any jurisdiction in which such offer, invitation or solicitation is unlawful. In particular, this announcement does not constitute an offer of securities to the public as contemplated in the South African Companies Act, 71 of 2008.
The statements contained in this announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and publication of this Announcement shall not give rise to any implication that there has been no change in the facts set forth in this Announcement since such date.
This announcement does not constitute or form part of, and should not be construed as, any public offer under any applicable legislation or an offer to sell or solicitation of any offer to buy any securities or financial instruments or any advice or recommendation with respect to such securities or other financial instruments.
This announcement does not constitute a prospectus, prospectus equivalent document or exempted document.
If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
Dealing and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange 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 securities exchange 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 securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Takeover Code applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange 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 securities exchange offeror(s), 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 pm (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 securities exchange 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 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. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Rule 26.1 Disclosure
In accordance with Rule 26.1 of the Code, a copy of this Announcement will be available (subject to certain restrictions relating to persons resident in restricted jurisdictions) on Assura's website at https://www.assuraplc.com/investor-relations/shareholder-information/offer-from-php and https://www.assuraplc.com/investor-relations/shareholder-information/offer-from-kkr-and-stonepeak by no later than 12 noon (London time) on the business day following the date of this Announcement. For the avoidance of doubt, the content of the website referred to in this Announcement is not incorporated into, and does not form part of, this Announcement
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