Result of Proposed Share Issue
12 October 2015
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, JAPAN, NEW ZEALAND, HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR THE REPUBLIC OF SOUTH AFRICA AND SHOULD NOT BE DISTRIBUTED IN, FORWARDED TO OR TRANSMITTED INTO THOSE COUNTRIES OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF LOCAL SECURITIES LAWS OR REGULATIONS.
Assura plc
("Assura" or the "Company")
Results of Firm Placing, Placing and Open Offer and Offer for Subscription
On 24 September 2015, the Board of Assura announced details of a share issue to raise gross proceeds of £278.1 million by way of a Firm Placing and Placing and Open Offer and additional gross proceeds of up to £30.9 million by way of an Offer for Subscription (together the "Share Issue"), all at an offer price of 50 pence per New Ordinary Share (the "Offer Price"). The Open Offer and Offer for Subscription closed for acceptance at 11.00 a.m. on 9 October 2015.
The Board of Assura is pleased to now announce the results of the Share Issue. Based on valid applications and commitments received, the gross proceeds of the Share Issue have been determined to be £309 million (approximately £300 million net of expenses).
A total of 618,000,000 New Ordinary Shares will be issued at the Offer Price (subject to the conditions noted below), of which 353,910,881 New Ordinary Shares ("Firm Placed Shares") will be issued pursuant to the Firm Placing, 202,289,119 New Ordinary Shares ("Placing Shares") will be issued pursuant to the Placing and Open Offer and 61,800,000 New Ordinary Shares will be issued pursuant to the Offer for Subscription.
The Placing Shares were subject to clawback to satisfy valid applications by Qualifying Shareholders pursuant to the Open Offer. The Firm Placed Shares were not subject to clawback and were not part of the Placing and Open Offer.
As applications under the Offer for Subscription significantly exceeded the total number of New Ordinary Shares available, applications have been scaled back in the manner detailed in the Prospectus.
The Share Issue remains conditional on the approval of the Resolutions by Shareholders at the Company's General Meeting to be held later today (or any adjournment thereof), the satisfaction of certain conditions in the Sponsor and Underwriting Agreement and Admission of the New Ordinary Shares to the Official List of the UK Listing Authority and to trading on the Main Market of the London Stock Exchange, occurring at or before 8.00 a.m. on 14 October 2015 (or such later date as the Company, Liberum and Stifel may agree, being not later than 21 October 2015).
Application has been made to the Financial Conduct Authority ("FCA") and to the London Stock Exchange for the 618,000,000 New Ordinary Shares to be admitted to the premium segment of the Official List of the UK Listing Authority and to trading on the London Stock Exchange's Main Market for listed securities respectively. It is expected that Admission will become effective and that dealings for normal settlement in the New Ordinary Shares will commence at 8.00 a.m. on 14 October 2015.
The New Ordinary Shares will rank pari passu in all respects with the Existing Ordinary Shares, including as regards the right to receive all dividends and other distributions (if any) declared, paid or made by Assura after Admission. The New Ordinary Shares (in uncertificated form) are expected to be credited to CREST accounts on or around 8.00 a.m. on 14 October 2015 and definitive share certificates for the New Ordinary Shares are expected to be despatched to certificated shareholders within 14 days of Admission.
Following Admission, the number of Ordinary Shares that the Company has in issue will be 1,632,989,571. The total number of voting rights of the Company will be 1,632,989,571 and this figure may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Disclosure and Transparency Rules of the FCA. No shares are held in treasury.
Unless otherwise defined, the terms used in this announcement shall have the same meaning as set out in the prospectus published by Assura and sent to Shareholders on 24 September 2015 (the "Prospectus"), copies of which are available on the Company's website at www.assuraplc.com.
For further information please contact:
Assura plc Tel: 01925 420660
Graham Roberts
Jonathan Murphy
Carolyn Jones
Stifel Nicolaus Europe Limited Tel: 0207 710 7600
Mark Young
Roger Clarke
Stewart Wallace
Tom Yeadon
Liberum Capital Limited Tel: 0203 100 2000
Peter Tracey
Richard Crawley
Jamie Richards
Tom Fyson
Important Notice
This announcement is not for release, publication or distribution, directly or indirectly, in or into the United States, Canada, Japan, New Zealand, Hong Kong Special Administrative Region of the People's Republic of China, the Republic of South Africa or any other jurisdiction where it would be unlawful to do so (the "Excluded Territories").
This announcement, the Prospectus and any materials distributed in connection with this announcement or the Prospectus are not directed to, or intended for distribution to or use by, any person or entity that is a citizen or resident of, or located in, any Excluded Territory where such distribution, publication, availability or use would be contrary to law or regulation or would require any registration or licensing within such jurisdiction.
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable restrictions.
Liberum and Stifel (together, the "Sponsors") are both regulated and authorised in the United Kingdom by the FCA. The Sponsors are acting exclusively for the Company and for no one else in connection with the Share Issue and will not regard any other person (whether or not a recipient of this announcement or the Prospectus) as a client in relation to the Share Issue and will not be responsible to anyone other than the Company for providing the protections afforded to clients of the Sponsors or for providing advice in relation to the Share Issue, the contents of this announcement and the accompanying documents or any matters or arrangements referred to herein or therein.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.
This announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom 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 and regulations of any jurisdiction outside of the United Kingdom.
This information is provided by RNS
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