Posting of Shareholder Circular & Meeting Notices
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION OR OFFER TO SELL OR THE SOLICITATION OF AN INVITATION OR OFFER TO BUY ANY SECURITY. NONE OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT SHALL BE SOLD, ISSUED, SUBSCRIBED FOR, PURCHASED, EXCHANGED OR TRANSFERRED IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW
17 December 2014
Assura Group Limited
New Corporate Structure, Posting of Shareholder Circular and Notice of Meetings
On 16 December 2015, Assura Group Limited ("Assura") announced proposals to change the Assura Group's ("Group") corporate structure by establishing Assura plc, a new English-incorporated parent company, at the head of the Group.
Posting of circular
Assura confirms that it is today posting a circular to shareholders setting out further details in relation to these proposals ("Circular"). Save where stated to the contrary, terms defined in the Circular shall have the same meanings in this announcement.
It is proposed to put in place Assura plc as a new parent company for the Group which will be incorporated in the UK and (like Assura Group Limited) be tax resident in the UK. It is intended that this new corporate structure will be implemented by way of a scheme of arrangement under Part VIII of the Companies (Guernsey) Law, 2008, as amended (the "Scheme"). The Scheme will be conditional on a number of matters, including shareholder approvals at a meeting convened by the Royal Court of Guernsey ("Court Meeting") and a separate extraordinary general meeting of Assura Group Limited ("Extraordinary General Meeting"), and Admission of Assura plc shares to the Official List and to trading on the London Stock Exchange.
These meetings will be held at 10.45 a.m. and 11.00 a.m. respectively on 14 January 2015 at the offices of Addleshaw Goddard LLP, Milton Gate, 60 Chiswell Street, London, EC1Y 4AG. The notices convening the Court Meeting and the Extraordinary General Meeting are set out in the Circular.
The circular will be made available on the Company's website (www.assuragroup.co.uk) today and will also be submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM.
For more information, please contact:
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Assura Group Limited |
Tel: 01925 420660 |
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Jonathan Murphy Carolyn Jones |
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Finsbury |
Tel: 0207 251 3801 |
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Gordon Simpson |
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Key features of the Scheme
In summary, it is intended that the following will occur under the Scheme:
· all shares in Assura Group Limited will be transferred to Assura plc; and
· Assura shareholders at the Scheme record time will receive one Assura plc share for each share in Assura Group Limited transferred under the Scheme.
The Scheme will require the approval of Assura Shareholders at the Court Meeting and at the Extraordinary General Meeting. If the Scheme is approved by the requisite majority at the Court Meeting and the resolutions are passed at the Extraordinary General Meeting, an application will be made to the Court to sanction the Scheme at the Court Hearing. If the Scheme is sanctioned at the Court Hearing, it is expected that the Court Order will be conditional upon:
· the formal processes having been put in place to delist the Assura Group Limited shares and to approve the application to admit (subject to the allotment of the Assura plc shares and the satisfaction of the other conditions to the Scheme, save to the extent such conditions are already satisfied) the Assura plc shares to be issued in connection with the Scheme to the Premium segment of the Official List with a premium listing (including a listing hearing having been held); and
· the FCA and London Stock Exchange having agreed to admit the Assura plc shares to be issued in connection with the Scheme to the Premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities, and its agreement not being withdrawn prior to the effective date of the Scheme.
If the Scheme is sanctioned by the Court, and the other conditions to the Scheme are satisfied or waived, the Scheme is expected to become effective, and dealings in Assura plc Shares to be issued pursuant to the Scheme are expected to commence, at 8.00 am on 28 January 2015, the anticipated effective date.
If the Scheme has not become effective by 31 March 2015 (or such later date as Assura and Assura plc may agree and the Court may allow), it will lapse, in which event there will not be a new parent company of Assura Group Limited, Assura shareholders will remain shareholders of Assura and the existing Assura Shares will continue to be listed on the Official List and to trading on the London Stock Exchange's main market for listed securities.
Upon the Scheme becoming effective, certificates for Assura Group Limited Shares held in certificated form will cease to be valid. Upon receipt of share certificates for Assura plc shares, shareholders should destroy all existing certificates for their Assura Group Limited shares.
Assura Employee Share Plans
It is intended that subsisting awards under the Assura Group Limited Executive Recruitment Plan ("ERP") and Assura Group Limited Value Creation Plan ("VCP") will be exchanged for new awards which subsist over Assura plc shares but which are otherwise equivalent in all other respects with the existing awards under the ERP and VCP.
No new awards will be granted under the ERP, VCP or Assura Group Limited Sharesave Plan 2008 after the Scheme.
Prospectus
A Prospectus relating to Assura plc, the Group and admission to trading of Assura plc shares, which will contain prescribed information relating to Assura plc, is expected to be made available on or about 23 January 2015 and in electronic form on the Group's website (www.assuragroup.co.uk) on or around 23 January 2015 after it has been filed with the Financial Conduct Authority in accordance with the Prospectus Rules
Expected Timetable of Principal Events (1) (2)
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Posting of Scheme Circular |
17 December 2014 |
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Latest time for lodging Forms of Proxy for the Court Meeting (blue form) |
10.45 a.m. on 12 January 2014 |
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Latest time for lodging Forms of Proxy for the Extraordinary General Meeting (purple form) |
11.00 a.m. on 12 January 2015 |
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Scheme Voting Record Time for the Court Meeting |
5.00 p.m. on 12 January 2015 (3) |
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Scheme Voting Record Time for the Extraordinary General Meeting for holders of shares in Assura Group Limited in uncertificated form |
5.00 p.m. on 12 January 2015 (4) |
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Court Meeting |
10.45 a.m. on 14 January 2015 |
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Scheme Voting Record Time for the Extraordinary General Meeting for holders of shares in Assura Group Limited in certificated form |
the time of the vote at the Extraordinary General Meeting (5) |
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Extraordinary General Meeting |
11.00 a.m. on 14 January 2015 (6) |
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Expected date of publication of the Prospectus by Assura plc |
23 January 2015 |
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Last day of dealings in, and for registration of transfers of, shares in Assura Group Limited |
27 January 2015 |
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Scheme Record Time |
6.00 p.m. on 27 January 2015 |
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Court Hearing to sanction the Scheme |
27 January 2015 |
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Scheme Effective Date |
28 January 2015 |
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Cancellation of listing of shares in Assura Group Limited |
8.00 a.m. on 28 January 2015 |
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Admission and commencement of dealings in Assura plc Shares |
8.00 a.m. on 28 January 2015 |
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Crediting of Assura plc Shares to CREST accounts |
8.00 a.m. on 28 January 2015 |
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Share certificates for Assura plc Shares expected to be despatched |
within 7 days of Admission |
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NOTES
(1) Each of the times and dates in the table above is indicative only and may be subject to change. Final dates and times will depend on, amongst other things, the date upon which the Court sanctions the Scheme.
(2) References to times in this document are to London time.
(3) If the Court Meeting is adjourned, the Scheme Voting Record Time for the adjourned Court Meeting will be 5.00 p.m. on the day which is two days before the date for holdng the adjourned meeting.
(3) If the Extraordinary General Meeting is adjourned, the Scheme Voting Record Time for the adjourned Extraordinary General Meeting for holders of Assura Shares in uncertificated form will be 5.00 p.m. on the day which is two days before the date for holdng the adjourned meeting.
(4) The Assura Articles do not permit a Scheme Voting Record Time to be set in advance of the vote at the Extraordinary General Meeting for holders of Assura Shares in certificated form . If the Extraordinary General Meeting is adjourned, the Scheme Voting Record Time for the adjourned Extraordinary General Meeting for holders of Assura Shares in certificated form will the time of the vote at the adjourned meeting.
(6) Or as soon thereafter as the Court Meeting has been concluded or adjourned.
This announcement may contain certain forward-looking statements. These forward looking statements include all matters that are not historical facts. These forward looking statements involve risks and uncertainties that could cause the actual results of operations, financial condition, prospects and the development of the sector in which Assura operates to differ materially from the impression created by these forward-looking statements. Assura does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Do not place undue reliance on forward-looking statements, which speak only as of the date of this document.
Notes to Editors
Assura is a long-term investor in and developer of primary care property. The company, headquartered in Warrington and listed on the London Stock Exchange, works with GPs, health professionals and the NHS to create innovative property solutions in order to facilitate delivery of high quality patient care in the community. At 30 September 2014, Assura's property portfolio was valued at £809m.
Further information is available at www.assuragroup.co.uk.
-Ends-
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