Publication and Posting of Scheme Document
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, 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
14 May 2025
RECOMMENDED CASH OFFER
for
Assura plc ("Assura")
by
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 and (ii) funds advised by
Stonepeak Partners LP and its affiliates
to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006 (the "Act")
Publication and Posting of Scheme Document
On 9 April 2025, the boards of Assura and Bidco announced that they had reached agreement on the terms of a recommended cash offer for the entire issued and to be issued ordinary share capital of Assura by Bidco (the "Acquisition") proposed to be effected by means of a scheme of arrangement under Part 26 of the Act (the "Scheme").
Publication of the Scheme Document
The Assura Directors are pleased to announce the publication of a circular in relation to the Acquisition (the "Scheme Document") which, together with the associated Forms of Proxy, has today been posted by Assura to Assura Shareholders. Unless the context provides otherwise, words and expressions used in this announcement shall have the same meanings as defined in the Scheme Document.
The Scheme Document contains, amongst other things, a letter from the Chair of Assura, the full terms and conditions of the Acquisition, an explanatory statement pursuant to section 897 of the Act, an expected timetable of principal events, notices of the Court Meeting and the General Meeting, valuation reports in respect of Assura's property portfolio pursuant to Rule 29 of the City Code on Takeover and Mergers (the "Takeover Code"), and details of the actions to be taken by Scheme Shareholders entitled to vote at the Court Meeting and Assura Shareholders entitled to vote at the General Meeting.
Action required
As further described in the Scheme Document, before the Court is asked to sanction the Scheme and in order to become Effective, the Scheme will require: (i) the approval of Scheme Shareholders present and voting either in person or by proxy at the Court Meeting (or any adjournment thereof), which has been convened by an order of the Court, representing not less than 75 per cent. in value of the Scheme Shares voted by such Scheme Shareholders; and (ii) the passing of the Special Resolution by the requisite majority of Assura Shareholders at the General Meeting (or any adjournment thereof). The Scheme is also subject to the satisfaction or (where applicable) waiver of the Conditions and further terms that are set out in the Scheme Document.
The Acquisition will require approval of the Scheme Shareholders at the Court Meeting convened with the permission of the Court to be held at the offices of Lazard &Co., Limited, 20 Manchester Square, London, W1U 3PZ at 3.00 p.m. on 5 June 2025. Implementation of the Scheme will also require the approval of Assura Shareholders of the Special Resolution relating to the Acquisition to be proposed at the General Meeting. The General Meeting will be held at the same place as the Court Meeting, at 3.15 p.m. (or as soon thereafter as the Court Meeting concludes or is adjourned). Notices of the Court Meeting and the General Meeting are set out in Parts 9 (Notice of Court Meeting) and 10 (Notice of General Meeting) of the Scheme Document respectively.
Assura Shareholders entitled to attend and vote at the Meetings are entitled to appoint a proxy to exercise all or any of their rights to attend, speak and vote at the Court Meeting and/or the General Meeting. A proxy need not be an Assura Shareholder.
It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of the opinion of Scheme Shareholders. You are therefore strongly urged to complete and return both of your Forms of Proxy, or to appoint a proxy through CREST or electronically (or make contact with your CSDP or broker if you are an Underlying SA Shareholder who holds Assura Shares through STRATE) as soon as possible. Doing so will not prevent you from attending, speaking and voting in person at the Meetings (or any adjournment thereof) if you wish and are entitled to do so. Scheme Shareholders are encouraged to appoint the Chair of the Court Meeting and the General Meeting as their proxy, to ensure that their vote will be counted.
Recommendation
The Assura Directors, who have been so advised by Lazard as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their advice to the Assura Directors, Lazard has taken into account the commercial assessments of the Assura Directors. Lazard is providing independent financial advice to the Assura Directors for the purposes of Rule 3 of the Takeover Code.
The Assura Directors consider the Acquisition (including the Scheme) to be in the best interests of the Assura Shareholders taken as a whole. Accordingly, the Assura Directors unanimously recommend that Assura Shareholders vote to approve the Scheme at the Court Meeting and to vote in favour of the Special Resolution at the General Meeting, as the Assura Directors have irrevocably undertaken to do (or procure to be done) in respect of their own beneficial holdings for which they control the voting rights (and the beneficial holdings of their close relatives), being, in aggregate, 4,638,828 Assura Shares, representing approximately 0.1 per cent. of the ordinary share capital of Assura in issue as at the Latest Practicable Date.
Shareholders should read carefully the whole of the Scheme Document (including any documents incorporated into the Scheme Document by reference), together with the accompanying Forms of Proxy, before deciding whether or not to vote, or procure a vote, in favour of the Scheme at the Court Meeting and the Special Resolution at the General Meeting. Each of these documents contains important information relating to the Acquisition. Any vote or decision in respect of, or other response to, the Acquisition or the Scheme (as applicable) should only be made on the basis of the information contained in the Scheme Document.
Expected timetable of principal events
The Scheme Document contains an expected timetable of principal events relating to the Scheme, which is set out below. The following indicative timetable is based on Assura's and Bidco's current expected dates for the implementation of the Scheme and is subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Assura Shareholders by announcement through a Regulatory Information Service of the London Stock Exchange and on SENS. Unless otherwise stated, all times referred to in the timetable are London times.
|
Event |
|
Time and/or date |
|
General dates applicable to Assura Shareholders |
||
|
Publication of this Document |
|
14 May 2025 |
|
Latest time for lodging Forms of Proxy for the: |
|
|
|
Court Meeting (BLUE form) |
|
3.00 p.m. on 3 June 2025(1) |
|
General Meeting (WHITE form) |
|
3.15 p.m. on 3 June 2025(2) |
|
Voting Record Time for the Court Meeting and the General Meeting |
|
6.30 p.m. on 3 June 2025(3) |
|
Court Meeting |
|
3.00 p.m. on 5 June 2025 |
|
General Meeting |
|
3.15 p.m. on 5 June 2025(4) |
|
Additional dates applicable to Underlying SA Shareholders(5) |
||
|
Last day for Underlying SA Shareholders to trade on the Johannesburg Stock Exchange to provide voting instructions for the Meetings |
|
29 May 2025 |
|
Latest time and date for Underlying SA Shareholders to provide voting instructions to their CSDP or broker, as applicable |
|
4.00 p.m. (South African Standard Time) on 2 June 2025 |
|
Record time and date for Underlying SA Shareholders to participate at the Meetings (via a representation letter from their CSDP or broker, as applicable) |
|
4.00 p.m. (South African Standard Time) on 3 June 2025 |
|
The following dates are indicative only and are subject to change(6) |
||
|
Last day for announcement of expected timetable |
|
T - 8 Business Days |
|
Last day for cross-border removals |
|
T - 5 Business Days |
|
Sanction Hearing (to sanction the Scheme) |
|
a Business Day expected to fall during the third quarter of 2025 ("T"), being prior to the Long Stop Date(7) |
|
Finalisation announcement with respect to currency conversion and the GBP/Rand Exchange Rate |
|
by 11.00 a.m. (South African Standard Time) on T + 1 Business Day |
|
Last day of dealings in, and for the registration of transfers of, Assura Shares on the London Stock Exchange, and disablement of Assura Shares in CREST |
|
T + 3 Business Days |
|
Last day for Underlying SA Shareholders to trade on the Johannesburg Stock Exchange |
|
T + 3 Business Days |
|
Scheme Record Time |
|
6.00 p.m. on T + 3 Business Days |
|
Suspension of listing of, and dealings in, Assura Shares on the London Stock Exchange |
|
by 7.30 a.m. on T + 4 Business Days |
|
Suspension of listing of Assura Shares on the Johannesburg Stock Exchange |
|
by 9.00 a.m. (South African Standard Time) on T + 4 Business Days |
|
Effective Date |
|
T + 4 Business Days(8) |
|
Delisting of Assura Shares from the London Stock Exchange |
|
by 7.30 a.m. on T + 5 Business Days |
|
Record date for Underlying SA Shareholders to receive payment in connection with the Scheme |
|
T + 6 Business Days |
|
Latest date for payment to Assura Shareholders via the dispatch of cheques and crediting of CREST accounts |
|
within 14 days of the Effective Date |
|
Latest date for payment to Underlying SA Shareholders via the STRATE system and processing of electronic transfers (the "SA Settlement Date") |
|
within 14 days of the Effective Date |
|
Earliest date for cancellation of Assura Shares from the Johannesburg Stock Exchange |
|
SA Settlement Date + 1 Business Day |
|
Long Stop Date |
|
9 January 2026(9) |
____________________
(1) It is requested that BLUE Forms of Proxy for the Court Meeting be lodged not later than 3.00 p.m. on 3 June 2025 or, if the Court Meeting is adjourned or rescheduled (if postponed), 48 hours prior to the time and date set for any adjourned or rescheduled (if postponed) Court Meeting (excluding any part of such 48-hour period falling on a non-working day). If the BLUE Form of Proxy for the Court Meeting is not returned by such time, it may be handed to a representative of MUFG Corporate Markets, on behalf of the Chair of the Court Meeting, or to the Chair of the Court Meeting before the start of the Court Meeting (or any adjournment or postponement of it) and it will be valid.
(2) In order to be valid, the WHITE Forms of Proxy for the General Meeting must be lodged not later than 3.15 p.m. on 3 June 2025 or, if the General Meeting is adjourned or rescheduled (if postponed), 48 hours prior to the time and date set for any adjourned or rescheduled (if postponed) General Meeting (excluding any part of such 48-hour period falling on a non-working day).
(3) If either the Court Meeting or the General Meeting is adjourned or rescheduled (if postponed), the Voting Record Time for the relevant adjourned or rescheduled (if postponed) Meeting will be 6.30 p.m. on the date which is two days prior to the date set for such adjourned or rescheduled (if postponed) Meeting.
(4) To commence at 3.15 p.m. or as soon thereafter as the Court Meeting concludes or is adjourned.
(5) If Underlying SA Shareholders wish to attend the Court Meeting and/or the General Meeting, or to send a proxy to represent them at the Court Meeting and/or the General Meeting, they must advise their CSDP or broker. Without the necessary letter of representation to attend or to be represented at the Court Meeting and/or the General Meeting, Underlying SA Shareholders will not be entitled to attend or to be represented at the Court Meeting and/or the General Meeting.
(6) These dates are indicative only and will depend, amongst other things, on the date upon which: (i) the Conditions are satisfied or (if capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order is delivered to the Registrar of Companies. Assura will give adequate notice of all of these dates and times, when known, by issuing an announcement through a Regulatory Information Service and on SENS, with such announcement being made available on Assura's website at www.assuraplc.com/investor-relations/shareholder-information/offer-from-kkr-and-stonepeak. Participants in the Assura Share Plans will be contacted separately to inform them of the effect of the Scheme on their rights under the Assura Share Plans, including details of any appropriate proposals being made and dates and times relevant to them.
(7) Subject to the satisfaction or (if capable of waiver) waiver of the Conditions as set out in Part 3 (Conditions to and Further Terms of the Scheme and the Acquisition) of the Scheme Document (other than Conditions 1 and 2(c)).
(8) Following sanction of the Scheme by the Court, the Scheme will become Effective in accordance with its terms upon a copy of the Court Order being delivered to the Registrar of Companies. This is presently expected to occur within four Business Days after the date of the Sanction Hearing, subject to satisfaction or (if capable of waiver) waiver of the Conditions.
(9) This is the latest date by which the Scheme may become Effective. However, the Long Stop Date may be extended to such later date as Bidco may specify, with the agreement of Assura or, in a competitive situation, with the consent of the Panel, and the approval of the Court (if such approval is required).
Enquiries:
Assura plc 0161 515 2043
Ed Smith
Jonathan Murphy
Jayne Cottam
Lazard (Lead Financial Adviser to Assura) 020 7187 2000
Cyrus Kapadia
Patrick Long
Caitlin Martin
Barclays (Joint Corporate Broker and Financial Adviser to Assura) 020 7623 2323
Bronson Albery
Callum West
Ronak Shah
Stifel (Joint Corporate Broker and Financial Adviser to Assura) 020 7710 7600
Mark Young
Jonathan Wilkes-Green
Catriona Neville
FGS Global (PR Adviser to Assura) 020 7251 3801
Gordon Simpson Assura-LON@fgsglobal.com
Grace Whelan
Nedbank Corporate and Investment Banking, a division of Nedbank Limited (South African Corporate Adviser and JSE Sponsor to Assura)
Michelle Benade nedbanksponsor@nedbank.co.za
Jefferies International Limited (Financial Adviser to Bidco) 020 7029 8000
Philip Noblet
Dai Clement
Thomas Forrow
Tom Yeadon
Thomas Bective
Andrew Morris
FGS Global (PR Adviser to Bidco) 020 7251 3801
Faeth Birch KKR-LON@fgsglobal.com
Alastair Elwen
Oliver Sherwood
Travers Smith LLP is acting as legal adviser to Assura in connection with the Acquisition.
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.
Notices
Lazard & Co., Limited ("Lazard") and Stifel Nicolaus Europe Limited ("Stifel"), which are authorised and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA") and Barclays Bank PLC ("Barclays") which is authorised by the Prudential Regulation Authority ("PRA") and regulated in the United Kingdom by the FCA and the PRA, are acting exclusively as lead financial adviser, joint corporate broker and financial adviser, and joint corporate broker and financial adviser, respectively, to Assura and no one else in connection with the Acquisition and will not be responsible to anyone other than Assura for providing the protections afforded to clients of Lazard or Barclays or Stifel nor for providing advice in relation to the Acquisition or any other matters referred to in this Announcement. None of Lazard, Barclays or Stifel or any of their respective 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 theirs in connection with the Acquisition, this Announcement, any statement contained herein or otherwise.
In accordance with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the Exchange Act, Barclays and its affiliates will continue to act as exempt principal trader in Assura plc on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.
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 Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document) which shall contain the full terms and Conditions of the Acquisition, including details of how to vote in respect 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, the United States or South Africa may be restricted by law. Persons who are not resident in the United Kingdom, the United States 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 and no person may vote in favour of the Acquisition by any such means from or within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of 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 (and, in particular, their ability to vote their Assura Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf) 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 Scheme 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 Financial Markets Act) 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 Financial Markets Act.
Additional information for US Investors
The Acquisition is being made to acquire the securities of an English company by means of a scheme of arrangement provided for under English law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition will be subject to disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules.
Assura's financial statements, and all financial information that is included in this Announcement, or any other documents relating to the Acquisition, have been or will be prepared in accordance with IFRS and thus may not be comparable to financial statements and financial information of companies in the United States or companies whose financial statements are prepared in accordance with generally accepted accounting principles 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.
If Bidco were to elect to implement the Acquisition by means of a Takeover Offer and determines to extend the Takeover Offer into the United States, such Takeover Offer would be made in compliance with applicable US laws and regulations, including to the extent applicable Section 14(e) of the US Exchange Act and Regulation 14E thereunder, and in accordance with the Takeover Code. Such a takeover would be made in the United States by Bidco and no one else. Accordingly, the Acquisition would be subject to 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 receipt of cash pursuant to the Acquisition by a US Assura Shareholder as consideration for the transfer of its Assura Shares pursuant to the Scheme 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 and/or Scheme becomes Effective, lapses or is otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the US Exchange Act, each of Jefferies, Barclays and Stifel 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 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.
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, Bidco or Assura 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 and Assura 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 outcome of business or industry restructuring, future market and economic conditions, currency fluctuations, changes in interests and tax rates, the behaviour of other market participants, the outcome of any litigation, the actions of governmental regulators and other risk factors such as ability to continue to obtain financing to meet liquidity needs, the timing and success of future acquisition opportunities, changes in the political, social, legal and regulatory framework or in economic trends or conditions, including inflation and consumer confidence, on a global, regional or national basis. 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. Although Bidco and Assura believe that the expectations reflected in such forward looking statements are reasonable, Bidco, KKR, Stonepeak, Assura, the Wider Bidco Group nor the Wider Assura 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 the Wider Assura Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.
Bidco, KKR, Stonepeak, Assura, the Wider Bidco Group and the Wider Assura 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.
No profit forecasts, profit estimates or quantified financial benefits statements
No statement in this Announcement, or incorporated by reference in this Announcement, is intended as a profit forecast, profit estimate or quantified financial benefits statement for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per Assura Share for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per Assura Share.
Publication on website
A copy of this Announcement, the Scheme Document and the other 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 Assura's website at www.assuraplc.com/investor-relations/shareholder-information/offer-from-kkr-and-stonepeak. Save as expressly referred to in this Announcement, the content of Assura's website is not incorporated into and does not form part of this Announcement.
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.
Right to receive documents in hard copy form
Any person entitled to receive a copy of documents, announcements and information relating to the Acquisition is entitled to receive such documents in hard copy form free of charge. A person may also request that all future documents, announcements and information in relation to the Acquisition are sent to them in hard copy form.
Assura Shareholders may request hard copies of the Scheme Document by contacting MUFG Corporate Markets during business hours (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 Scheme nor give any financial, investment, legal or tax advice.
Underlying SA Shareholders may request hard copies of the Scheme Document by contacting 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 Scheme nor give any financial, investment, legal or tax advice.
Disclosure requirements of the Code
Under Rule 8.3(a) of the 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) 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 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, 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. 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.
General
If you are in any doubt as to the contents of this announcement or the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under FSMA if you are resident in the United Kingdom, or a financial services provider duly authorised under the FAIS Act if you are resident in South Africa, or from another appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom or South Africa.
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