Recommended combination of Assura and PHP
THIS ANNOUNCEMENT AND THE INFORMATION HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO SOUTH AFRICA, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT AND NO INVESTMENT DECISION IN RELATION TO THE COMBINATION OR THE NEW PHP SHARES SHOULD BE MADE EXCEPT ON THE BASIS OF INFORMATION CONTAINED IN THE OFFER DOCUMENT (AS REVISED BY THE REVISED OFFER DOCUMENT) AND THE COMBINED CIRCULAR AND PROSPECTUS (AS AMENDED BY THE SUPPLEMENTARY PROSPECTUS).
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE
23 June 2025
Recommended combination of
Assura plc ("Assura")
and
Primary Health Properties PLC ("PHP")
to be implemented by means of a takeover offer
under Part 28 of the Companies Act 2006
1. Background
On 16 May 2025, PHP announced a firm intention to make a cash and share offer for the entire issued and to be issued share capital of Assura pursuant to Rule 2.7 of the Takeover Code. On 13 June 2025, PHP announced that it had posted: (i) an offer document to Assura Shareholders (the "Original Offer Document") and (ii) the Combined Circular and Prospectus to PHP Shareholders.
Capitalised terms in this Announcement, unless otherwise defined, have the same meanings as set out in the Original Offer Document.
2. Recommended Increased PHP Offer
The Boards of PHP and Assura are pleased to announce the terms of a recommended combination of PHP and Assura which will be implemented by way of an increased shares and cash offer (the "Increased PHP Offer") pursuant to which PHP will acquire the entire issued, and to be issued, ordinary share capital of Assura (the "Combination").
Under the terms of the Increased PHP Offer, Assura Shareholders would receive, for each Assura Share:
0.3865 New PHP Shares
and
12.5 pence in cash
In addition, Assura Shareholders would be entitled to receive a special dividend of 0.84 pence per Assura share (the "Special Dividend")
Based on the PHP closing share price of 103.5 pence on 20 June 2025, being the last Business Day before the date of this Announcement, the Increased PHP Offer of 0.3865 new PHP shares and 12.5 pence in cash, and, in addition, a 0.84 pence Special Dividend implies a total value to be received by Assura Shareholders on completion of the Combination of 53.3 pence for each Assura Share.
This represents a premium of 5.8 per cent. to the value of the best and final cash offer of 50.42 pence per Assura Share, made by Sana 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 (the "Consortium" and the "Final Consortium Offer").
In addition, Assura Shareholders will be entitled to receive or retain the following dividends which have already been paid or declared:
· the declared quarterly dividend of 0.84 pence per Assura Share paid on 9 April 2025 (the "Assura April Dividend"); and
· the declared quarterly dividend of 0.84 pence per Assura Share due to be paid on 9 July 2025 (the "Assura July Dividend").
The Assura April Dividend and the Assura July Dividend (together the "Assura Dividends") total 1.68 pence per Assura Share.
Assura Shareholders, as shareholders in the Combined Group, are also expected to receive the PHP dividend payable in November 2025, on the usual timetable.
The Increased PHP Offer, together with the Special Dividend and the Assura Dividends, implies a total value of 55.0 pence for each Assura Share and values Assura's entire issued and to be issued ordinary share capital at approximately £1.79 billion, representing:
· an increase of 2.2 per cent. to the value of the previous share and cash offer for the entire issued and to be issued ordinary share capital of Assura made by PHP set out in the Original Offer Document (the "Original Offer");
· a premium of 47.1 per cent. to Assura's closing share price of 37.4 pence on 13 February 2025 (being the last Business Day prior to the commencement of the Offer Period);
· a premium of 49.1 per cent. to the 1-month volume weighted average Assura Share price of 36.9 pence as of 13 February 2025 (being the last Business Day prior to the commencement of the Offer Period); and
· a premium of 45.6 per cent. to the 3-month volume weighted average Assura Share price of 37.8 pence as of 13 February 2025 (being the last Business Day prior to the commencement of the Offer Period).
Subject to full acceptance of the Increased PHP Offer, following completion of the Combination, Assura Shareholders would hold approximately 48 per cent. of the Combined Group's issued share capital.
Commenting on the Increased PHP Offer, Harry Hyman, Non-Executive Chair of PHP said:
The PHP Board continues to believe in the strong strategic rationale of the Combination, which will create a leading healthcare focussed listed REIT with the scale and expertise to deliver significant benefits for the Shareholders in PHP and Assura.
The Increased PHP Offer, which is expected to deliver earnings accretion to both sets of shareholders, allows Assura Shareholders to participate in significant upside compared to crystalising value in cash at an inflexion point in the current economic cycle, and benefit from the Combined Group's likely long-term rating, continuing capital growth and a growing dividend.
The PHP Board welcomes the recommendation of the Assura Board and, as a significant individual shareholder in PHP, I look forward to the significant value creation potential in the future from the Combined Group."
Commenting on the Increased PHP Offer, Ed Smith, Non-Executive Chair of Assura said:
"Following recent engagement between PHP and Assura, PHP has today further increased the terms of its offer, and has also addressed some of the potential risks that Assura had previously raised.
The Assura Board has always been and will remain resolutely focused on carrying out its fiduciary duties in the interest of Assura Shareholders and in this context has decided to recommend this increased offer from PHP."
A Mix and Match Facility is being made available to Assura Shareholders (other than Restricted Overseas Persons) in order to enable them to elect, subject to off-setting elections, to vary the proportions in which they receive cash and New PHP Shares in respect of their holdings in Assura. Further details of the Mix and Match Facility were set out in the Original Offer Document (as will be updated in a revised offer document to take into account the Increased PHP Offer (the "Revised Offer Document")).
3. Recommendation
The Assura Directors, who have been so advised by Lazard, consider the terms of the Increased PHP Offer to be fair and reasonable. In providing its 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 that the terms of the Increased PHP Offer are in the best interests of Assura Shareholders. Accordingly, the Assura Directors intend to recommend unanimously that Assura Shareholders accept, or procure the acceptance of, the Increased PHP Offer.
4. Background to and reasons for the recommendation
The recommendation follows careful consideration of the Increased PHP Offer by the Assura Board and its advisers, in conjunction with extensive consultation with Assura Shareholders following the announcement of the Final Consortium Offer on 11 June 2025 and the announcement by PHP on 13 June 2025 (which included a reduction in PHP's acceptance condition from "75%" to "more than 50%" of the voting rights normally exercisable at a general meeting of Assura Shareholders, and the potential acceleration of Assura's Q3 dividend). In addition, in making its decision the Assura Board and its advisers have reviewed the potential risks set out in Assura's announcement on 11 June 2025 and have engaged in further discussions with PHP and its advisers regarding PHP's proposed capital structure and disposal programme.
In relation to its proposed disposal programme, PHP has provided additional comfort to the Assura Board and confirmed that it is in detailed discussions with a number of highly credible investors regarding a planned joint venture in respect of Assura's private hospital portfolio. The Boards of Assura and PHP have agreed that disposals should be undertaken in a timeframe that will ensure best value is achieved for shareholders and the Assura Board will take all reasonable steps to enable this to occur following Completion.
In relation to capital structure, the Assura Board notes (a) progress on the part of PHP in obtaining change of control waivers in respect of Assura's revolving bank facility, thereby reducing the amount required under the acquisition facility, and (b) the agreement of a restated two-year maturity for Assura's term loan from Barclays, plus additional extension options to 2029.
At the same time, the Assura Board recognises the benefits of a combination with PHP including: (i) that Assura Shareholders would remain invested in a larger and more efficient REIT, which would own a combined £6 billion portfolio of social infrastructure assets; (ii) that the combined group would allow Assura Shareholders to continue to benefit from the attractive long-term dynamics of the healthcare real estate sector; (iii) that Assura Shareholders, as shareholders in the Combined Group, would be invested in an enlarged company with increased visibility in the public markets, greater index weighting and improved share liquidity; (iv) that the transaction is expected to be earnings enhancing in the first full financial year post completion of the Combination for both companies' shareholders on a pro forma basis, taking into account expected annualised, run-rate synergies and (v) the premium that the Increased PHP Offer represents compared to both Assura's undisturbed share price and the Final Consortium Offer.
The Assura Board also recognises that the Increased PHP Offer contains a cash component and the entitlement to a Special Dividend (via the acceleration of Assura's Q3 dividend). These cash elements allow Assura Shareholders to crystallise a meaningful portion of their current investment in cash, with flexibility under the Mix and Match Facility, while also allowing them to benefit from remaining invested in the Combined Group.
Against this background, having reviewed the potential risks and the increased benefits of the Combination for Assura Shareholders, the Assura Board has decided to recommend the Increased PHP Offer. Consequently, the Assura Board has withdrawn its recommendation of the Final Consortium Offer and advises Assura Shareholders to take no action in relation to the Final Consortium Offer.
5. Financing
The cash consideration payable by PHP to Assura Shareholders pursuant to the terms of the Combination will be funded by way of an unsecured loan to be made available pursuant to the terms of a facilities agreement (the "Facilities Agreement") between (1) PHP, (2) Citibank, N.A., London Branch, The Royal Bank of Scotland Plc and Lloyds Bank plc as mandated lead arrangers, (3) Citibank, N.A., London Branch, Lloyds Bank plc and The Royal Bank of Scotland plc as original lenders and (4) The Royal Bank of Scotland Plc as agent, with a total aggregate commitments of £1,225,000,000 with a term of 30 months from the date of execution of the Facilities Agreement.
Further details in respect of the Facilities Agreement and these arrangements is included in the Original Offer Document (as may be updated, if necessary to take into account the Increased PHP Offer, in the Revised Offer Document).
Rothschild & Co and Deutsche Numis, in their respective capacities as joint lead financial advisers to PHP, are satisfied that sufficient cash resources are available to PHP to enable it to satisfy in full the cash consideration payable to Assura Shareholders under the cash element of the terms of the Increased PHP Offer.
6. Conditions to and further terms of the Increased PHP Offer
Save as set out in this Announcement, the Increased PHP Offer is subject to the same terms and conditions as set out in Part 2 (Conditions to and Further Terms of the Offer) of the Original Offer Document (including any post-offer intention statements under Rule 19.6 of the Takeover Code and any other disclosures contained in the Original Offer Document). The Increased PHP Offer is a revision to the Original Offer and should be construed accordingly.
In particular, the Boards of PHP and Assura note the following:
PHP shareholder approval and listing conditions
The PHP Board reminds Assura Shareholders and PHP Shareholders that, pursuant to Conditions 2.1 and 2.2, the Combination (as amended by the Increased PHP Offer) remains subject to: (i) the passing at the PHP General Meeting by the requisite majority of PHP Shareholders of the PHP Resolution and (ii) the listing conditions.
Foreign direct investment
The PHP Board further reminds Assura Shareholders and PHP Shareholders that, pursuant to Condition 2.3, the Combination (as amended by the Increased PHP Offer) remains subject to foreign direct investment approval in the Republic of Ireland. The PHP Board expects to receive this approval within the next 2 to 3 weeks.
Antitrust, competition and merger control
The Combination (as amended by the Increased PHP Offer) is not conditional on any antitrust, competition or merger control approvals.
7. Intentions of PHP and disclosures
Save as set out in this Announcement, PHP confirms that the Increased PHP Offer does not change its intentions as regards the business of Assura, including as to its employees, management and pension schemes and locations, as detailed in paragraph 14 of Part 1 of the Original Offer Document (Intentions of PHP with regard to Assura's business, employees, and the Assura Pension Scheme).
Board and governance arrangements
It is intended that, following this Announcement of the Increased PHP Offer, the Boards of PHP and Assura will review the structure of the board and management of the Combined Group. No discussions have taken place on this matter to date.
PHP confirms that there have been no material changes to the offer-related arrangements and further confirms there has been no change to the disclosure of interests in Assura as set out in the Original Offer Document.
8. Revised Offer Document and Supplementary Prospectus
The Original Offer Document contains the terms and conditions to the Original Offer. The Revised Offer Document containing updates to those terms and conditions to reflect the Increased PHP Offer and any material updates since the publication of the Original Offer Document will be sent to Assura Shareholders as soon as reasonably practicable. The Revised Offer Document will include the opinion of the Assura Board on the recommended Increased PHP Offer and other relevant information required by Rule 25 of the Takeover Code.
The Revised Offer Document will contain a revised expected timetable of principal events in relation to the Increased PHP Offer.
A second form of acceptance and election (the "Second Form of Acceptance and Election") will also be sent to Assura Shareholders together with the Revised Offer Document. However, Assura Shareholders who have already validly accepted the Original Offer will automatically be deemed to have accepted the terms of the Increased PHP Offer by virtue of their prior acceptance and, if applicable, to have made a Mix and Match Election in the same manner as indicated in such prior acceptance. Such Assura Shareholders therefore will not need to take any further action, and do not need to complete or return this Second Form of Acceptance and Election or make a further electronic acceptance.
The Combined Circular and Prospectus contains further information on PHP and the New PHP Shares. A supplementary prospectus updating the Combined Circular and Prospectus for the Increased PHP Offer and any other material updates since the publication of the Combined Circular and Prospectus (the "Supplementary Prospectus") will be published and sent to Assura Shareholders as soon as reasonably practicable.
The Revised Offer Document, the Second Form of Acceptance and Election, and the Supplementary Prospectus will, subject to certain restrictions relating to persons resident in the United States and other Restricted Jurisdictions, be made available on the respective websites of PHP (www.phpgroup.co.uk) and Assura (www.assuraplc.com/investor-relations/shareholder-information/offer-from-php).
9. Dividends
Assura Dividends
Under the terms the Combination, as well as having received the quarterly dividend of 0.84 pence paid on 9 April 2025, Assura Shareholders will be entitled to receive or retain:
· the Assura July Dividend, being the declared quarterly dividend due to be paid on 9 July 2025 of 0.84 pence per Assura Share; and
· a Special Dividend of up to a maximum of 0.84 pence per Assura Share conditional upon the Increased PHP Offer becoming Unconditional and, if the Increased PHP Offer becomes Unconditional, will be paid to Assura Shareholders on the register of members of Assura at the applicable Dividend Record Time, further details of which will be set out in the Revised Offer Document.
If, on or after 16 May 2025 (being the date of PHP's original firm offer announcement), any dividend, distribution and/or other return of capital or value, is announced, declared, made or paid in respect of the Assura Shares and with a record date on or before the Unconditional Date other than (i) the Assura July Dividend; and (ii) the Special Dividend, PHP reserves the right to reduce the value of the consideration payable for each Assura Share under the terms of the Combination accordingly by reference to the aggregate amount per Assura Share of all or part of any such dividend (or in the case of each of the Assura July Dividend and Special Dividend, to the extent it exceeds 0.84 pence per share) and/or distribution and/or other return of capital or value, in which case any reference in this Announcement to the consideration payable under the terms of the Combination will be deemed to be a reference to the consideration as so reduced.
Save in respect of any Assura Dividends, to the extent that such a dividend and/or distribution and/or other return of capital or value has been declared but reached the ex-dividend date but not been paid prior to the Unconditional Date, and such dividend and/or distribution and/or other return of capital or value is cancelled, then the terms of the Combination shall not be subject to change in accordance with this section.
Any exercise by PHP of its rights referred to in this section shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Increased PHP Offer or the Combination. In such circumstances, Assura Shareholders would be entitled to retain any such dividend, distribution and/or other return of capital or value.
PHP Dividends
Under the ordinary timetable, quarterly dividends for each PHP Share are expected to be paid in each of August and November 2025.
PHP reserves the right to declare, make or pay any dividend or other distribution on or after the date of this Announcement and prior to the Unconditional Date provided that, in each case, such dividend or other distribution is declared, made and/or paid: (i) in accordance with PHP's the ordinary course financial calendar, (ii) in accordance with PHP's dividend policy at the date of this Announcement and (iii) in a manner consistent with past practice.
Taking account of the Assura July Dividend due to be paid on 9 July 2025, to the extent that completion of the Combination occurs before the ex-dividend date of 4 July 2025 of the PHP quarterly dividend expected to be paid on 15 August 2025 (the "PHP August Dividend"), PHP reserves the right to accelerate payment of the PHP August Dividend to ensure that the PHP August Dividend is received by PHP Shareholders on the register of members of PHP prior to the date of completion of the Combination.
Combined Group
Following completion of the Combination, the PHP Board expects the Combined Group to continue its progressive dividend policy. The PHP Directors expect that the dividend will continue to be paid quarterly, in keeping with PHP's existing dividend timetable.
10. How to accept the Increased PHP Offer
Pursuant to the terms of the Increased PHP Offer, Assura Shareholders who have already accepted the Original Offer will automatically be deemed to have accepted the Increased PHP Offer, by virtue of their prior acceptance and do not need to take any further action.
Assura Shareholders holding Assura Shares in certificated form (i.e. not in CREST) who wish to accept the Increased PHP Offer and to make an election under the Mix and Match Facility should complete either (i) the First Form of Acceptance and Election accompanying the Original Offer Document dated 13 June 2025; or (ii) the Second Form of Acceptance and Election which will accompany the Revised Offer Document to be posted in due course.
Assura Shareholders holding Assura Shares in uncertificated form (i.e. in CREST) who wish to accept the Increased PHP Offer and to make an election under the Mix and Match Facility should do so electronically through CREST.
Assura Shareholders with any questions relating to this Announcement or the Revised Offer Document or the completion and return of the Second Form of Acceptance and Election (following their publication) should telephone the Receiving Agent, Equiniti, on +44 (0) 371 384 2414. Calls from outside the UK will be charged at the applicable international rate.
Assura Shareholders who have not yet accepted the Increased PHP Offer are urged to do so as soon as possible and, in any event, by no later than 1.00 p.m. (London time) on 12 August 2025 (London time).
Further details of actions to be taken by Assura Shareholders will be contained in the Revised Offer Document.
11. General
This Announcement should be read in conjunction with the full text of PHP's firm offer announcement published on 16 May 2025, the Original Offer Document, the Combined Circular and Prospectus, the Revised Offer Document and the Supplementary Prospectus (when published), copies of which are (or will be) available on PHP's website at www.phpgroup.co.uk and Assura's website at www.assuraplc.com/investor-relations/shareholder-information/offer-from-php.
Rothschild & Co. and Deutsche Numis (as joint lead financial advisers to PHP) have each given and not withdrawn their consent to the publication of this Announcement and the inclusion herein of the references to their names in the form and context in which they appear.
Peel Hunt and Citi (as joint financial advisers to PHP) have each given and not withdrawn their consent to the inclusion herein of the references to their names in the form and context in which they appear.
Lazard, Barclays and Stifel (as financial advisers to Assura) have each given and not withdrawn their consent to the publication of this Announcement with the inclusion herein of the references to their names in the form and context in which they appear.
Enquiries:
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Assura plc Ed Smith, Non-Executive Chair Jonathan Murphy, Chief Executive Officer Jayne Cottam, Chief Financial Officer
|
+44 (0) 161 515 2043 |
|
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
|
+44 (0) 20 7623 2323 |
|
Stifel Nicolaus Europe Limited (Joint Corporate Broker and Financial Adviser to Assura) Mark Young Jonathan Wilkes-Green Catriona Neville
|
+44 (0) 20 7710 7600 |
|
FGS Global (PR Adviser to Assura) Gordon Simpson Anjali Unnikrishnan Grace Whelan
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+44 (0) 20 7251 3801 Assura-LON@fgsglobal.com |
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Primary Health Properties PLC Harry Hyman, Non-Executive Chair Mark Davies, Chief Executive Officer Richard Howell, Chief Financial Officer
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+44 (0) 7970 246 725 via Sodali & Co |
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Rothschild & Co (Joint Lead Financial Adviser to PHP) Alex Midgen Sam Green Nikhil Walia Jake Shackleford
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+44 (0) 207 280 5000 |
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Deutsche Numis (Joint Lead Financial Adviser and Joint Broker to PHP) Kevin Cruickshank Heraclis Economides Stuart Ord Ben Stoop Jack McLaren
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+44 (0) 207 260 1000 |
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Citi (Joint Financial Adviser to PHP) Bogdan Melaniuc James Ibbotson Robert Redshaw James Carton Michael Mullen
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+44 (0) 20 7986 4000 |
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Peel Hunt (Joint Financial Adviser and Joint Broker to PHP) Capel Irwin Michael Nicholson Henry Nicholls
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+44 (0) 20 7418 8900 |
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Sodali & Co (Communications for PHP) Rory Godson Elly Williamson Louisa Henry
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+44 (0) 7970 246 725 |
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Travers Smith LLP is acting as legal adviser to Assura.
CMS Cameron McKenna Nabarro Olswang LLP is acting as legal adviser to PHP.
The person responsible for arranging the release of this Announcement on behalf of PHP is Toby Newman, Company Secretary.
The LEI of PHP is 213800Y5CJHXOATK7X11 and 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 Combination 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 the Combination or any other 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 Combination 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 the Combination or any other 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 Combination and will not be responsible to anyone other than Assura for providing the protections afforded to clients of Stifel nor for providing advice in relation to the Combination or any other 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.
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as joint lead financial adviser to PHP and for no one else in connection with the subject matter of this Announcement and will not be responsible to anyone other than PHP for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this Announcement. Neither Rothschild & Co 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 Rothschild & Co in connection with this Announcement, any statement contained herein or otherwise.
Numis Securities Limited ("Deutsche Numis"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as joint lead financial adviser to PHP and for no one else in connection with the subject matter of this Announcement and will not be responsible to anyone other than PHP for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this Announcement. Neither Deutsche Numis 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 Deutsche Numis in connection with this Announcement, any statement contained herein or otherwise.
Citigroup Global Markets Limited ("Citi"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively as joint financial adviser to PHP and for no one else in connection with the subject matter of this Announcement and will not be responsible to anyone other than PHP for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this Announcement. Neither Citi 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 Citi in connection with this Announcement, any statement contained herein or otherwise.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as joint financial adviser to PHP and for no one else in connection with the subject matter of this Announcement and will not be responsible to anyone other than PHP for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this Announcement. Neither Peel Hunt 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 Peel Hunt in connection with the matters referred to in 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 or the solicitation of any vote or approval in any jurisdiction pursuant to the Combination or otherwise, nor shall there be any sale, issuance or transfer of securities of Assura in any jurisdiction in contravention of applicable law. 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 Combination will be implemented solely pursuant to the terms of the Original Offer Document (as updated by the Revised Offer Document) which together will contain the full terms and conditions of the Combination, including details of how to accept the Increased PHP Offer. Any decision or response in relation to the Combination should be made only on the basis of the information contained in the Original Offer Document, the Revised Offer Document, the Forms of Acceptance and Election, the Combined Circular and Prospectus and the Supplementary Prospectus.
PHP and Assura will prepare the Revised Offer Document to be distributed to Assura Shareholders. PHP urges Assura Shareholders to read the Revised Offer Document when it becomes available because it will contain important information relating to the Combination.
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. PHP has published the Combined Circular and Prospectus containing information on the New PHP Shares and the Combined Group as well as the Original Offer Document, and will also publish the Revised Offer Document and the Supplementary Prospectus. PHP urges Assura Shareholders to read the Original Offer Document, the Revised Offer Document, the Forms of Acceptance and Election and the Combined Circular and Prospectus and the Supplementary Prospectus carefully, as they become available, because they will contain important information in relation to the Combination, the New PHP Shares and the Combined Group. Any decision by Assura Shareholders in respect of the Combination should be made only on the basis of the information contained in the Original Offer Document, the Revised Offer Document, the Forms of Acceptance and Election and the Combined Circular and Prospectus and the Supplementary Prospectus.
PHP also urges PHP Shareholders to read the Combined Circular and Prospectus as it contains important information relating to the Combination. Any approval, decision or other response to the Combination by PHP Shareholders should be made only on the basis of the information in the Combined Circular and Prospectus. PHP Shareholders are strongly advised to read the formal documentation in relation to the Combination.
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.
Overseas Shareholders
The information contained herein is not for release, distribution or publication, directly or indirectly, in or into South Africa, the United States, Australia, Canada, Japan, New Zealand or any other Restricted Jurisdiction where applicable laws prohibit its release, distribution or publication.
The release, publication or distribution of this Announcement in, into or from jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK should inform themselves of, and observe, any applicable legal or regulatory requirements. 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 Combination disclaim any responsibility or liability for the violation of such restrictions by any person. This Announcement has been prepared in accordance with and for the purpose of complying with English law, the Takeover Code, the Market Abuse Regulation, the UK Listing Rules and the Disclosure Guidance and Transparency Rules 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 England.
The availability of the Increased PHP Offer to Assura Shareholders who are not resident in and citizens of the UK may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the UK should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions.
In particular, the ability of persons who are not resident in the United Kingdom to execute Forms of Acceptance and Election in connection with the Increased PHP Offer; and persons who are not resident in the United Kingdom to receive New PHP Shares in part consideration pursuant to terms of the Combination, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions 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 Combination disclaim any responsibility or liability for the violation of such restrictions by any person. Further details in relation to Overseas Shareholders will be contained in the Revised Offer Document.
Unless otherwise determined by PHP or required by the Takeover Code, and permitted by applicable law and regulation, the Increased PHP Offer will not be made available, in whole or in part, 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 accept the Increased PHP Offer by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.
Copies of this Announcement and any formal documentation relating to the Combination are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including, without limitation, agents, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported acceptance of the Increased PHP Offer. Unless otherwise determined by PHP and permitted by applicable law and regulation, the Increased PHP Offer may not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction, and the Increased PHP Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.
The New PHP Shares to be issued pursuant to the Increased PHP Offer have not been and will not be registered under the US Securities Act nor under any of the relevant securities laws of any securities regulatory authority of any state or other jurisdiction of the United States or of any other Restricted Jurisdiction. Accordingly, the New PHP Shares may not be offered, sold or delivered, directly or indirectly, in or into the United States or any other Restricted Jurisdiction nor to any US Person or Restricted Overseas Person, except pursuant to exemptions from the registration requirements of any such jurisdiction.
Further details in relation to Overseas Shareholders will be included in the Revised Offer Document and Assura Shareholders are advised to read carefully the Revised Offer Document once it has been mailed.
The Combination is subject to English law, the applicable requirements of the Companies Act, the Takeover Code, the Panel, the UK Listing Rules, the Market Abuse Regulation, the FCA, the London Stock Exchange, the Registrar of Companies, the Johannesburg Stock Exchange, the JSE Listing Requirements and applicable securities law.
Notice relating to the United States
This Announcement is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction, including the United States, pursuant to the Increased PHP Offer or otherwise. The Combination will be made solely through the Original Offer Document (as amended by the Revised Offer Document) which will contain the full terms and conditions of the Combination, including details of how the Combination may be accepted. Any acceptance or other response to the Combination should be made only on the basis of the information in the Original Offer Document, the Revised Offer Document, the Combined Circular and Prospectus and the Supplementary Prospectus.
The Combination relates to the shares of an English company and is subject to UK procedural and disclosure requirements that are different from certain of those of the United States. The financial statements and other financial information included in this Announcement have been prepared in accordance with non-US accounting standards that may not be comparable to the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. It may be difficult for US holders of shares to enforce their rights and any claims they may have arising under the US federal securities laws in connection with the Combination, since PHP and Assura are located in countries other than the United States, and all or some of their officers and directors may be residents of countries other than the United States. US holders of shares in PHP or Assura may not be able to sue PHP, Assura or their respective officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel PHP, Assura and their respective affiliates to subject themselves to the jurisdiction or judgment of a US court.
The New PHP Shares have not been and will not be registered under the US Securities Act or under the securities laws of any state or other jurisdiction of the United States and may not be offered, taken up, sold, resold, delivered, pledged, renounced, distributed or otherwise transferred, directly or indirectly, in or into the United States or to, or for the account or benefit of, any US Person except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.
None of the New PHP Shares, the Combined Circular and Prospectus, the Original Offer Document, the Revised Offer Document, the Supplementary Prospectus, the Forms of Acceptance and Election, or any other offering document has been approved or disapproved by the SEC, any state securities commission in the United States, or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in any of those documents or passed upon or endorsed the merits of the Combination. Any representation to the contrary is a criminal offence in the United States.
It is intended that the Combination will be implemented by way of a takeover offer within the meaning of the Companies Act. The Increased PHP Offer will not be subject to the disclosure and other procedural requirements of Regulation 14D under the US Exchange Act. If made into the United States, the Increased PHP Offer will be made in accordance with applicable requirements of Regulation 14E under the US Exchange Act. However, the Increased PHP Offer will qualify for "Tier II" exemptions from the tender offer rules included in Regulation 14E under the US Exchange Act. Accordingly, the Increased PHP Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that may be different from those applicable under US domestic tender offer procedures and law.
No document relating to the Increased PHP Offer or the Combination will be posted into the United States, but a "qualified institutional buyer" (as such term is defined in Rule 144A promulgated under the US Securities Act) may be permitted, at PHP's sole discretion, to participate in the Increased PHP Offer upon establishing its eligibility as an Eligible US Holder. PHP will require the provision of a letter by Eligible US Holders (and may require the provision of a letter by subsequent transferees in the United States) with such acknowledgements, warranties, and representations to and agreements with PHP, as PHP may require, to, among other things, confirm compliance with applicable laws as well as other supporting documentation. PHP will refuse to issue or transfer New PHP Shares to investors that do not meet the foregoing requirements.
The receipt of consideration pursuant to the Increased PHP Offer by an Eligible US Holder may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each Assura Shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences of accepting the Increased PHP Offer.
In accordance with normal United Kingdom market practice and to the extent permissible under applicable law or regulatory requirements, including Rule 14e-5 under the U.S. Exchange Act (to the extent applicable), PHP and its affiliates or its brokers and its broker's affiliates (acting as agents for PHP or its affiliates, as applicable) may from time to time whilst the Increased PHP Offer remains open for acceptance make certain purchases of, or arrangements to purchase, Assura Shares outside the United States otherwise than under the Increased PHP Offer, such as in the open market or through privately negotiated purchases. Such purchases, or arrangements to purchase, shall comply with applicable rules in the United Kingdom and the rules of the London Stock Exchange. Details about any such purchases will be available from a Regulatory Information Service and will be available on the London Stock Exchange website (www.londonstockexchange.com).
Forward looking statements
This Announcement (including information incorporated by reference in this Announcement), statements made regarding the Combination, and other information published by PHP and Assura contain statements which are, or may be deemed to be, "forward-looking statements". 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 PHP about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.
The forward-looking statements contained in this Announcement include statements with respect to the final condition, results of operations and business of PHP and Assura and relating to the expected effects of the Combination on PHP and Assura (including their future prospects, developments and strategies), the expected timing and scope of the Combination and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the fact that they do not relate only to historical or current facts and by the use of forward-looking words such as "prepares", "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "projects", "synergy", "strategy", "scheduled", "goal", "estimates", "forecasts", "cost-saving", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. 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 PHP's, Assura's, any member of the PHP Group's or any member of the Assura Group's operations and potential synergies resulting from the Combination; and (iii) the effects of global economic conditions and governmental regulation on PHP's, Assura's, any member of the PHP Group's or any member of the Assura Group's business.
Although PHP and Assura believe that the expectations reflected in such forward-looking statements are reasonable, PHP and Assura can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve known and unknown risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could be beyond the control of PHP and/or Assura which may cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements.
These factors include, but are not limited to: the ability to complete the Combination; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms and schedule; changes in the global political, economic, business and competitive environments and in market and regulatory forces; changes in future exchange and interest rates; changes in tax rates; future business combinations or disposals; changes in general economic and business conditions; changes in the behaviour of other market participants; changes in the anticipated benefits from the Combination not being realised as a result of changes in general economic and market conditions in the countries in which PHP and Assura operate, weak, volatile or illiquid capital and/or credit markets, changes in tax rates, interest rate and currency value fluctuations, the degree of competition in the geographic and business areas in which PHP and Assura operate and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results to differ materially from those expected, estimated or projected in the forward-looking statements. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions proves incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors. Neither PHP or Assura, nor any of its affiliates or any of their respective directors, officers, employees, agents 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. You are cautioned not to place any reliance on these forward-looking statements.
Specifically, statements of estimated cost savings and synergies related to future actions and circumstances, by their nature, involve risks, uncertainties and contingencies. As a result, the cost savings and synergies, if referred to, may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. Due to the relative scales of the PHP and Assura, there may be additional changes to the PHP and/or Assura operations. As a result, and given the fact that the changes relate to the future, the resulting cost synergies may be materially greater or less than those estimated.
Other than in accordance with their legal or regulatory obligations, PHP and Assura is not under any obligation, and PHP and Assura expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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.
Publication on a website
In accordance with Rule 26.1 of the Takeover Code, a copy of this Announcement and the documents required to be published under Rule 26 of the Takeover Code will be made available at www.phpgroup.co.uk and www.assuraplc.com/investor-relations/shareholder-information/offer-from-php by no later than 12 noon (London time) on the Business Day following the date of this Announcement. The content of the websites referred to in this Announcement is not incorporated into and does not form part of this Announcement.
No profit forecasts or estimates
No statement in this Announcement (including any statement of estimated synergies) is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share or dividend per share for PHP, Assura or the Combined Group, as appropriate, for the current or future financial periods would necessarily match or exceed the historical published earnings or earnings per share or dividend per share for PHP, Assura or the Combined Group as appropriate.
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, Assura Shareholders, persons with information rights and participants in Assura Share Plans may request a hard copy of this Announcement by contacting PHP's company secretary at cosec@phpgroup.co.uk. For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested. Such persons may also request that all future documents, announcements and information to be sent to them in relation to the Combination should be in hard copy form.
For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested. Such persons may also request that all future documents, announcements and information to be sent to them in relation to the Combination should be in hard copy form.
Electronic communications
Please be aware that addresses, electronic addresses and certain other information provided by Assura Shareholders, persons with information rights and other relevant persons for the receipt of communications from Assura may be provided to PHP 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.
Rounding
Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them.
Appendix 1
Sources and Bases of Information
In this Announcement, unless otherwise stated or the context otherwise requires, the following sources and bases have been used:
1. Issued share capital of PHP is 1,336,493,786 ordinary shares of 12.5 pence each, with no shares held in treasury
2. Issued share capital of Assura is 3,250,608,887 ordinary shares of 10.0 pence each, with no shares held in treasury
3. Share price and volume weighted average share price data is derived from FactSet and Bloomberg
4. Financial information relating to PHP is extracted from the audited financial results for the year ended 31 December 2024, released on 28 February 2025
5. Financial information relating to Assura is extracted from the unaudited financial results for the six months ended 30 September 2024, released on 14 November 2024 and the annual report for the year
6. Certain figures included in this Announcement have been subject to rounding adjustments
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