DAY 21 UPDATE ON ACCEPTANCE LEVELS
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 OR REGULATIONS OF SUCH JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.
FOR IMMEDIATE RELEASE
7 July 2025
BEST AND FINAL* INCREASED CASH OFFER
for
Assura plc
by
Sana Bidco Limited
a newly formed company indirectly wholly-owned by (i) funds advised by Kohlberg Kravis Roberts & Co. L.P. and its affiliates and (ii) funds advised by Stonepeak Partners LP and its affiliates
DAY 21 ACCEPTANCE LEVEL UPDATE
Introduction
On 9 April 2025, the boards of directors of Assura and Sana Bidco Limited ("Bidco"), a newly formed company indirectly wholly owned by (i) funds advised by Kohlberg Kravis Roberts & Co. L.P. and its affiliates ("KKR") and (ii) funds advised by Stonepeak Partners LP and its affiliates ("Stonepeak" and together with KKR, the "Consortium"), announced that they had reached agreement on the terms and conditions of a recommended cash acquisition by Bidco of the entire issued and to be issued ordinary share capital of Assura (the "Acquisition"), to be effected by means of a Court-sanctioned scheme of arrangement (the "Scheme") under Part 26 of the Companies Act 2006 (the "Companies Act"). The scheme document in relation to the Acquisition was posted to Assura Shareholders on 14 May 2025.
On 16 May 2025, Primary Health Properties plc ("PHP") announced a shares and cash offer to acquire the entire issued, and to be issued ordinary share capital of Assura, to be effected by means of a takeover offer (as defined in section 974 of the Companies Act) (the "PHP Offer").
On 5 June 2025, Assura announced that it had adjourned the Court Meeting and General Meeting in relation to the Scheme to allow more time for it to engage in further discussions and due diligence
with PHP.
On 11 June 2025, Bidco announced the terms and conditions of a Best and Final* Increased Cash Offer by Bidco for the entire issued and to be issued ordinary share capital of Assura, to be effected by means of a takeover offer (as defined in section 974 of the Companies Act) (the "Takeover Offer"). Under the terms of the Takeover Offer, Bidco shall offer Assura Shareholders 50.42 pence in cash for each Assura Share (the "Offer").
On 23 June 2025, the boards of directors of Assura and PHP announced an increased and recommended shares and cash offer for the entire issued ordinary share capital of Assura (the "Revised PHP Offer").
On 1 July 2025, the full terms and conditions of the Takeover Offer and the procedures for acceptance (the "Offer Document"), together with the related Form of Acceptance, were published and posted to Assura Shareholders. The Offer Document and the Form of Acceptance are available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at Bidco's website at https://www.documentdisplay.com/offer-for-assura/disclaimer/.
This announcement should be read in conjunction with the full text of the Offer Document. Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Offer Document.
* The financial terms of the Best and Final* Increased Cash Offer are final and will not be increased, except that Bidco reserves the right to increase the financial terms of its Offer where the Panel on Takeovers and Mergers (the "Panel") otherwise provides its consent (which will only be provided in wholly exceptional circumstances).
Day 21 Acceptance Level Update
On 26 June 2025, the Panel announced that the Panel Executive had determined that, unless it consents otherwise, Day 60 of the offer timetable for both the Takeover Offer and the Revised PHP Offer will be 12 August 2025. Day 21 of the offer timetable was therefore 4 July 2025.
In accordance with Rule 17 of the Takeover Code, Bidco confirms that, as at 6:00 p.m. (London time) on 4 July 2025, valid acceptances of the Offer ("Valid Acceptances") had been received in respect of 0 Assura Shares, representing 0 per cent. of Assura's existing issued ordinary share capital.
So far as Bidco is aware, it has not yet received Valid Acceptances in respect of 4,638,828 Assura Shares which were the subject of irrevocable undertakings in favour of Bidco to accept (or procure the acceptance of) the Offer, from Assura Directors.
Accordingly, as at 6:00 p.m. (London time) on 4 July 2025, Bidco has received Valid Acceptances of the Offer in respect of 0 Assura Shares (representing 0 per cent. of Assura's existing issued ordinary share capital), which Bidco may count towards satisfaction of the Acceptance Condition to its Offer.
Interests in Securities
As at the close of business in London on 4 July 2025, the interests in, or rights to subscribe in respect of, relevant Assura securities held by Bidco were:
|
Name |
Nature of interest |
Number of Assura |
Percentage of Assura's issued ordinary share capital |
|
Sana Bidco Limited |
Ownership of Assura Shares |
164,548,145 |
5.06 |
Save as disclosed in this announcement, as at 6:00 p.m. (London time) on 4 July 2025, neither Bidco, nor any Bidco Director, nor, so far as the Bidco Directors' are aware, any other person acting, or deemed to be acting, in concert with Bidco:
· had any interest in, or right to subscribe in respect of, any relevant Assura securities;
· had any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or any right to require another person to take purchase or take delivery of relevant Assura securities;
· had procured an irrevocable commitment or letter of intent to accept the terms of the Offer in respect of relevant Assura securities; or
· had borrowed or lent any relevant Assura securities, save for any borrowed shares which have been either on-lent or sold.
Acceptance Condition
As at 6:00 p.m. (London time) on 4 July 2025, Bidco may count 164,548,145 Assura Shares, representing approximately 5.06% of Assura's existing issued ordinary share capital, towards satisfaction of the Acceptance Condition. This comprises Assura Shares which are currently held by Bidco as set out above.
Assura Shareholders are reminded that, as a summary and subject to the fuller description in the Offer Document, the Acceptance Condition shall be satisfied should Bidco receive Valid Acceptances and/or acquire or agree to acquire Assura Shares which carry more than 50 per cent. of the voting rights then exercisable at a general meeting of Assura Shareholders.
The percentages of Assura Shares referred to in this announcement are based on the figure of 3,250,608,887 ordinary Assura Shares in issue at 6:00 p.m. (London time) on the last Business Day prior to this announcement.
Action to be taken by Assura Shareholders to accept the Takeover Offer
The Takeover Offer will initially be open for acceptance until 1:00 p.m. (London time) on 12 August 2025, unless the Unconditional Date is brought forward or extended by Bidco in accordance with the Takeover Code and as further described in section 1 of Part C of Part II (Conditions to and Further Terms of the Offer) of the Offer Document.
Assura Shareholders are encouraged to accept the Takeover Offer as soon as possible.
Assura Shareholders who hold Assura Shares in certificated form should read section 12.1 of Part I (Letter from Sana Bidco) of the Offer Document and complete the accompanying personalised Form of Acceptance in accordance with the instructions printed thereon. The completed Form of Acceptance, together with the share certificate(s) and/or other document(s) of title, should be returned as soon as possible by post or (during normal business hours only) by hand to MUFG Corporate Markets, Corporate Actions, at Central Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom so as to arrive no later than 1:00 p.m. (London time) on 12 August 2025 (or such other date set by Bidco as described further in the Offer Document). Any Form of Acceptance received electronically will be rejected as an invalid acceptance of the Takeover Offer.
Assura Shareholders who hold their Assura Shares in uncertificated form (that is, in CREST) should read section 12.2 of Part I (Letter from Sana Bidco Limited) of the Offer Document and ensure that an electronic acceptance is made by them or on their behalf and that settlement is made no later than 1:00 p.m. (London time) on 12 August 2025 (or such other date set by Bidco as described in the Offer Document). If such shareholders hold their Assura Shares as a CREST sponsored member, they should refer to their CREST sponsor as only their CREST sponsor will be able to send the necessary TTE instruction to Euroclear.
Underlying SA Shareholders who hold their Assura Shares in dematerialised form (that is, through the Strate system) should read section 12.3 of Part I (Letter from Sana Bidco Limited) of the Offer Document and ensure that they, within the time period and in the manner required by the CSDP or broker or as stipulated by the terms of the custody agreement entered into with their CSDP or broker, provide their CSDP or broker with their acceptance in accordance with the terms of such custody agreement, so that their CSDP or broker can take the necessary steps to notify Strate (who can subsequently take the necessary steps to notify Euroclear, who will be able to make the relevant TTE notification regarding their acceptance) as soon as possible and, in any event, such that the TTE notification regarding their acceptance is received no later than 1:00 p.m. (London time) on 12 August 2025 (or such other date set by Bidco as described in the Offer Document).
Cancellation of admission to the Official List and to trading on the Main Market of the London Stock Exchange (the "LSE") and the delisting of Assura Shares from the Main Board of the Johannesburg Stock Exchange (the "JSE"), compulsory acquisition and re-registration
Assura Shareholders are reminded that, as stated in the Offer Document, assuming the Takeover Offer becomes or is declared unconditional and Bidco has, by virtue of acceptances of the Takeover Offer or otherwise, acquired, or agreed to acquire, Assura Shares carrying not less than 75 per cent. of the voting rights then exercisable at a general meeting of Assura Shareholders, it is intended that:
· the admission to the Official List and to trading of the Assura Shares on the Main Market of the LSE will be cancelled; and
· the admission of Assura Shares to the Main Board of the JSE will be cancelled, subject to compliance with any applicable additional requirements (including the JSE Listings Requirements).
If Bidco receives acceptances of the Takeover Offer in respect of, and/or otherwise acquires or unconditionally contracts to acquire, 90 per cent. or more of the Assura Shares by nominal value and voting rights attaching to such shares to which the Takeover Offer relates and the Takeover Offer has become or been declared unconditional, Bidco intends to exercise its rights pursuant to the provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily the remaining Assura Shares in respect of which the Takeover Offer has not been accepted on the same terms as the Takeover Offer. Assuming Bidco acquires all of the remaining Assura Shares by exercising its rights pursuant to Chapter 3 of Part 28 of the Companies Act, Assura will apply to the JSE for cancellation of the admission of Assura Shares to listing and trading on the Main Board of the JSE, which will be cancelled in accordance with the JSE Listings Requirements without Assura having to issue an additional circular to Assura Shareholders or obtain a fairness opinion or approval for the delisting from Assura Shareholders.
It is also intended that, following the Takeover Offer becoming or being declared unconditional and Bidco, by virtue of acceptances of the Takeover Offer or otherwise, having acquired, or having agreed to acquire, Assura Shares carrying not less than 75 per cent. of the voting rights then exercisable at a general meeting of Assura Shareholders, Assura will be re-registered as a private limited company.
Such cancellation of admission to the Official List and to trading on the Main Market of the LSE of Assura Shares and re-registration of Assura as a private limited company would significantly reduce the liquidity and marketability of any Assura Shares in respect of which the Takeover Offer has not been accepted at that time and their value may be affected as a consequence.
Any remaining Assura Shareholders (unless their Assura Shares are acquired by Bidco pursuant to the provisions of Chapter 3 of Part 28 of the Companies Act) would become minority shareholders in a majority controlled private limited company and may therefore be unable to sell their Assura Shares. There can be no certainty that Assura would pay any further dividends or other distributions or that such minority Assura Shareholders would again be offered an opportunity to sell their Assura Shares on terms which are equivalent to or no less advantageous than those under the Takeover Offer.
Currency and Settlement
Each Assura Shareholder will receive the Cash Consideration which is payable to them under the Offer in respect of their Assura Shares (other than any Assura Shares held in dematerialised form through the Strate system) in pounds Sterling.
Each Underlying SA Shareholder holding Assura Shares in dematerialised form through the Strate system will receive the Cash Consideration which is payable pursuant to the Offer in respect of their beneficial entitlement to Assura Shares in South African Rand. The Cash Consideration payable under the Offer will be paid in South African Rand at the GBP/Rand Exchange Rate. The GBP/Rand Exchange Rate will be communicated to Assura Shareholders and Underlying SA Shareholders by an announcement on SENS to be made within 14 days of the Unconditional Date.
Subject to the Offer becoming or being declared unconditional, settlement for those Assura Shareholders who have validly accepted the Offer on or before the Offer becoming or being declared unconditional will be effected within 14 calendar days of the Offer becoming or being declared unconditional or, in relation to valid acceptances received after this date, within 14 calendar days of receipt of that acceptance, save for those Assura Shareholders who have acquired their Assura Shares on or after the Offer becoming or being declared unconditional, pursuant to options or awards granted under the Assura Share Plans.
Those Assura Shareholders should refer to the provisions at section 13.4 of Part I (Letter from Sana Bidco Limited) of the Offer Document.
Questions
If Assura Shareholders have any questions about this announcement or the Offer Document, or are in any doubt as to how to complete the Form of Acceptance (if they hold Assura Shares in certificated form) or as to how to make an electronic acceptance (if they hold Assura Shares in uncertificated form through CREST), please contact the Shareholder Helpline operated by MUFG Corporate Markets, Corporate Actions, during business hours only (9:00 a.m. to 5:30 p.m. Monday to Friday excluding public holidays in England and Wales) on 0371 664 0321 (from within the UK) or +44 371 664 0321 (from outside the UK) or by submitting a request in writing to MUFG Corporate Markets, Corporate Actions, at Central Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom. 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. Calls may be recorded and randomly monitored for security and training purposes. Please note the shareholder helpline cannot provide advice on the merits of the Takeover Offer nor give any financial, investment, legal or tax advice.
If Underlying SA Shareholders have any questions about this announcement or the Offer Document, please contact the Shareholder Helpline operated by JSE Investor Services during business hours (8:00 a.m. to 4:30 p.m. (South African Standard Time) Monday to Friday excluding public holidays in South Africa) on 086 147 2644 (from within South Africa) or +27 11 029 0112 (from outside South Africa) or by submitting a request in writing to JSE Investor Services at One Exchange Square, 2 Gwen Lane, Sandown, Sandton 2196, South Africa or via email at specialprojects@jseinvestorservices.co.za. Calls are charged at the standard geographic rate and will vary by provider. Calls outside South Africa will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note the shareholder helpline cannot provide advice on the merits of the Takeover Offer nor give any financial, investment, legal or tax advice. Underlying SA Shareholders who are in any doubt as to how to make a notification of acceptance should contact their CSDP, broker or custodian holding the shares on their behalf.
Enquiries
|
Jefferies International Limited (Financial Adviser to Bidco) Philip Noblet Dai Clement Thomas Forrow Tom Yeadon Thomas Bective Andrew Morris |
+44 (0) 20 7029 8000
|
|
FGS Global (PR Adviser to Bidco) Faeth Birch Alastair Elwen Oli Sherwood |
+44 (0) 20 7251 3801 KKR-LON@fgsglobal.com |
Simpson Thacher & Bartlett LLP is acting as legal adviser to Bidco, KKR and Stonepeak in connection with the Acquisition.
Bowmans is acting as legal adviser to Bidco, KKR and Stonepeak as to matters of South African law in connection with the Acquisition.
Important Notices
Jefferies, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Bidco, KKR and Stonepeak and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than KKR or Stonepeak for providing the protections afforded to clients of Jefferies nor for providing advice in relation to any matter referred to in this announcement. Neither Jefferies nor any of its affiliates (nor 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 Jefferies in connection with this announcement, any statement contained herein or otherwise.
Further Information
This announcement is for information purposes only and does not constitute an offer or inducement to sell or an invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or a solicitation of an offer to buy any securities, pursuant to the Acquisition or otherwise. The Acquisition shall be made solely by means of the Offer Document which shall contain the full terms and Conditions of the Acquisition.
This announcement has been prepared for the purpose of complying with English law, the Listing Rules, the JSE Listings Requirements and the Takeover 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 of jurisdictions outside of England.
This announcement does not constitute a prospectus, prospectus equivalent document or an exempted document for purposes of English law, the Listing Rules, the JSE Listings Requirements or any other law in any other jurisdiction.
Overseas Shareholders
The release, publication or distribution of this announcement in or into certain jurisdictions other than the United Kingdom or South Africa may be restricted by law. Persons who are not resident in the United Kingdom or South Africa or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements. Any failure to comply with any such requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such requirements by any person.
Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition shall 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 Acquisition 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 receiving this announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.
The availability of the Acquisition to Assura Shareholders who are not resident in the United Kingdom or South Africa 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 South Africa should inform themselves of, and observe, any applicable requirements, as any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.
The Acquisition shall be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the Financial Conduct Authority, the Listing Rules, the Johannesburg Stock Exchange, Finsurv, the JSE Listings Requirements and the Registrar of Companies. Further details in relation to Overseas Shareholders will be contained in the Offer Document.
The information contained in this announcement constitutes factual information as contemplated in section 1(3)(a) of the FAIS Act and should not be construed as express or implied advice (as that term is used in the FAIS Act and/or the South African Financial Markets Act, No 19 of 2012, as amended) that any particular transaction in respect of the Acquisition is appropriate to the particular investment objectives, financial situations or needs of a shareholder, and nothing in this announcement should be construed as constituting the canvassing for, or marketing or advertising of, financial services in South Africa. Bidco is not a financial services provider licensed as such under the FAIS Act.
Nothing in this announcement should be viewed, or construed, as "advice", as that term is used in the South African Financial Markets Act, No 19 of 2012, as amended.
Additional Information for US Investors
The Takeover Offer relates to the shares of an English company and is being made by means of a contractual takeover offer under the Takeover Code and under English law. The Takeover Offer is being made in the United States pursuant to all applicable laws and regulations, including, to the extent applicable, to holders of Assura Shares resident in the United States ("US Assura Shareholders") pursuant to Section 14(e) and Regulation 14E under the US Exchange Act, and otherwise in accordance with the requirements of the Takeover Code. Accordingly, the Takeover Offer is subject to the disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law. The Takeover Offer is being made in the United States by Bidco and no one else. The Takeover Offer will be made to US Assura Shareholders on the same terms and conditions as those made to all other Assura Shareholders to whom an offer is made. Any information documents, including the Offer Document, will be disseminated to US Assura Shareholders on a basis comparable to the method that such documents are provided to the other Assura Shareholders to whom an offer is made.
The financial information included in this announcement and the Offer Document has been or will have been prepared in accordance with IFRS and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.
The receipt of cash pursuant to the Acquisition by a US Assura Shareholder as consideration for the transfer of its Assura Shares pursuant to the Takeover Offer will likely be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Assura Shareholders are urged to consult their independent professional advisers immediately regarding the tax consequences of the Acquisition applicable to them.
It may be difficult for US Assura Shareholders to enforce their rights and claims arising out of the US federal securities laws, since Bidco and Assura are located in countries other than the US, and some or all of their officers and directors may be residents of countries other than the US. US Assura Shareholders 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 jurisdiction and judgement.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Bidco, certain affiliated companies and their nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Assura outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition becomes Effective, lapses or is otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the US Exchange Act, Jefferies will continue to act as a connected exempt principal trader in Assura Shares on the London Stock Exchange. If such purchases or arrangements to purchase were to be made they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and comply with applicable law, including the US Exchange Act. Any such purchases by Bidco or its affiliates will not be made at prices higher than the price of the Acquisition provided in this announcement unless the price of the Acquisition is increased accordingly. Any information about such purchases or arrangements to purchase will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. To the extent that such information is required to be publicly disclosed in the United Kingdom in accordance with applicable regulatory requirements, this information will, as applicable, also be publicly disclosed in the United States.
Neither the US Securities and Exchange Commission, nor any US state securities commission or any securities commission of other jurisdictions, has approved or disapproved the Acquisition, passed judgement upon the fairness or the merits of the Acquisition or passed judgement upon the adequacy or accuracy of this announcement. Any representation to the contrary may be a criminal offence in the United States.
Forward Looking Statements
This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by KKR, Stonepeak, or Bidco contain statements about Bidco, Assura, any member of the Wider Bidco Group or any member of the Wider Assura Group that are or may be deemed to 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", "believes", "expects", "aims", "intends", "will", "may", "shall", "should", "anticipates", "estimates", "projects", "is subject to", "budget", "scheduled", "forecast" or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements may 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; (ii) business and management strategies and the expansion and growth of Bidco's, KKR's, Stonepeak's, Assura's, any member of the Wider Bidco Group's or any member of the Wider Assura Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and government regulation on Bidco's, KKR's, Stonepeak's, Assura's, any member of the Wider Bidco Group's or any member of the Wider Assura Group's business.
Such forward looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Bidco about future events and are therefore subject to risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements, including: increased competition, the loss of or damage to one or more key customer relationships, changes to customer ordering patterns, delays in obtaining customer approvals for engineering or price level changes, the failure of one or more key suppliers, the outcome of business or industry restructuring, the outcome of any litigation, changes in economic conditions, currency fluctuations, changes in interest and tax rates, changes in raw material or energy market prices, changes in laws, regulations or regulatory policies, developments in legal or public policy doctrines, technological developments, the failure to retain key management, or the timing and success of future acquisition opportunities or major investment projects. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward looking statements. Such forward looking statements should therefore be construed in the light of such factors. None of Bidco, KKR, Stonepeak, the Wider Bidco Group, nor any of their respective associates or directors, officers 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. Due to such uncertainties and risks, readers are cautioned not to place any reliance on such forward looking statements, which speak only as of the date hereof. All subsequent oral or written forward looking statements attributable to any member of the Wider Bidco Group, or any of their associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.
Bidco, KKR, Stonepeak, and the Wider Bidco Group expressly disclaim any obligation to update any forward looking or other statements contained herein, except as required by applicable law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.
Disclosure Requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover 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 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) 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 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 per cent. 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, 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 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. 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.
Information Relating to Assura Shareholders
Please be aware that addresses, electronic addresses and certain information provided by Assura Shareholders, persons with information rights and other relevant persons for the receipt of communications from Assura may be provided to Bidco, KKR and Stonepeak during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.
Publication on a Website
A copy of this announcement and the documents required to be published by Rule 26 of the Takeover Code shall be made available, free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions on Bidco's website at https://www.documentdisplay.com/offer-for-assura/disclaimer/ by no later than 12 noon (London time) on the Business Day following the date of this announcement. For the avoidance of doubt, the contents of the websites referred to in this announcement are not incorporated into and do not form part of this announcement.
General
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 FSMA if you are resident in the United Kingdom or financial services provider duly authorised under the FAIS Act if you are resident in South Africa or, if not, from another appropriate authorised independent financial adviser.
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