Statement re offer by PHP & posting of offer doc
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
16 June 2025
Assura plc
Statement regarding offer by PHP and posting of the PHP Offer Document
The Board of Assura plc ("Assura") notes the announcement made by Primary Health Properties plc ("PHP") on 13 June 2025 containing the revised terms of its share and cash offer for the entire issued and to be issued ordinary share capital of Assura (the "PHP Offer"). These revised terms include: (i) the potential acceleration of Assura's Q3 dividend without a corresponding reduction in the value of the PHP Offer and (ii) the reduction in PHP's acceptance condition in relation to the PHP Offer to a threshold of more than 50 per cent. of the voting rights normally exercisable at a general meeting of Assura Shareholders, which is now the same acceptance condition as the Cash Offer from Sana Bidco Limited announced on 11 June 2025.
The Assura Board also notes the publication on 13 June 2025 of the offer document containing the full terms and conditions of the PHP Offer (the "PHP Offer Document"). The Assura Board is reviewing the revised terms of the PHP Offer with its advisers and will continue to engage in extensive shareholder consultation. The Assura Board has always been, and will remain, objective and resolutely focused on carrying out its fiduciary duties in the interests of Assura Shareholders. The Assura Board will, by no later than 27 June 2025 (except with the consent of the Panel), send a circular to Assura Shareholders setting out its views on the PHP Offer. In the meantime, Assura Shareholders are advised to take no action in relation to the PHP Offer.
Enquiries:
Assura plc 0161 515 2043
Ed Smith
Jonathan Murphy
Jayne Cottam
Lazard (Lead Financial Adviser) 020 7187 2000
Cyrus Kapadia
Patrick Long
Caitlin Martin
Barclays (Joint Corporate Broker and Financial Adviser) 020 7623 2323
Bronson Albery
Callum West
Ronak Shah
Stifel (Joint Corporate Broker and Financial Adviser) 020 7710 7600
Mark Young
Jonathan Wilkes-Green
Catriona Neville
FGS Global (PR Adviser) 020 7251 3801
Gordon Simpson
Anjali Unnikrishnan
Grace Whelan
Important notice
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction. The information disclosed in this announcement 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 announcement does not constitute an offer or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful.
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 PHP Offer 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 PHP Offer 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 PHP Offer, 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.
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.
Rule 26.1 information
In accordance with Rule 26.1 of the Code, a copy of this announcement will 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 no later than 12 noon (London time) on the business day following the date of this announcement.
For the avoidance of doubt, the contents of the website referred to in this announcement are not incorporated into, and do not form part of, this announcement.
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