Form 8.5 (EPT/NON-RI)Primary Health Properties plc
FORM 8.5 (EPT/NON-RI)
PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY AN
EXEMPT PRINCIPAL TRADER WITHOUT RECOGNISED INTERMEDIARY ("RI") STATUS (OR WHERE RI STATUS IS NOT APPLICABLE)
Rule 8.5 of the Takeover Code (the "Code")
1. KEY INFORMATION
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(a) Name of exempt principal trader: |
Jefferies International Limited |
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(b) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree |
Primary Health Properties Plc |
|
(c) Name of the party to the offer with which exempt principal trader is connected: |
Kohlberg Kravis Roberts & Co. Partners L.L.P. |
|
(d) Date position held/dealing undertaken: For an opening position disclosure, state the latest practicable date prior to the disclosure |
3rd July 2025 |
|
(e) In addition to the company in 1(b) above, is the exempt principal trader making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state "N/A" |
Assura Plc |
2. POSITIONS OF THE EXEMPT PRINCIPAL TRADER
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(b), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)
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Class of relevant security:
|
12.5p ordinary |
|||
|
|
Interests |
Short positions |
||
|
Number |
% |
Number |
% |
|
|
(1) Relevant securities owned and/or controlled: |
0 |
0.000 |
750,559 |
0.056 |
|
(2) Cash-settled derivatives:
|
4,777,020 |
0.357 |
3,037,827 |
0.227 |
|
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: |
|
|
|
|
|
TOTAL: |
4,777,020 |
0.357 |
3,788,386 |
0.283 |
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
(b) Rights to subscribe for new securities (including directors' and other employee options)
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Class of relevant security in relation to which subscription right exists: |
|
|
Details, including nature of the rights concerned and relevant percentages: |
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3. DEALINGS (IF ANY) BY THE EXEMPT PRINCIPAL TRADER
Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(b), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.
The currency of all prices and other monetary amounts should be stated.
(a) Purchases and sales
|
Class of relevant security |
Purchases/ sales
|
Total number of securities |
Highest price per unit paid/received |
Lowest price per unit paid/received |
|
12.5p ordinary |
Purchase
Sale |
5,369,327
3,142,964 |
98.1179 GBX
98.1250 GBX |
96.6500 GBX
96.7500 GBX |
(b) Cash-settled derivative transactions
|
Class of relevant security |
Product description e.g. CFD |
Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position |
Number of reference securities |
Price per unit (GBX) |
|
12.5p ordinary |
Swap Swap Swap Swap Swap Swap Swap Swap Swap Swap |
Opening a short position Increasing a long position Increasing a long position Increasing a long position Increasing a long position Increasing a long position Increasing a long position Increasing a long position Increasing a long position Reducing a long position |
3,037,827 785,134 112,038 63,532 392,046 224,325 32,010 18,151 112,014 56 |
98.0000 97.9509 97.9509 97.9509 97.9509 99.3201 99.3201 99.3201 99.3201 98,1179 |
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
|
Class of relevant security |
Product description e.g. call option |
Writing, purchasing, selling, varying etc. |
Number of securities to which option relates |
Exercise price per unit |
Type e.g. American, European etc. |
Expiry date |
Option money paid/ received per unit |
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|
|
|
|
|
|
|
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(ii) Exercise
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Class of relevant security |
Product description e.g. call option |
Exercising/ exercised against |
Number of securities |
Exercise price per unit |
|
|
|
|
|
|
(d) Other dealings (including subscribing for new securities)
|
Class of relevant security |
Nature of dealing e.g. subscription, conversion |
Details |
Price per unit (if applicable) |
|
|
|
|
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4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
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Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the exempt principal trader making the disclosure and any party to the offer or any person acting in concert with a party to the offer: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none" |
|
None |
(b) Agreements, arrangements or understandings relating to options or derivatives
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Details of any agreement, arrangement or understanding, formal or informal, between the exempt principal trader making the disclosure and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none" |
|
None |
(c) Attachments
|
Is a Supplemental Form 8 (Open Positions) attached? |
NO |
Date of disclosure: |
4th July 2025 |
Contact name: |
Robin Greenwood |
Telephone number: |
020 7029 8595 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.
The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
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