Offer Document, Combined Circular and Prospectus
THIS ANNOUNCEMENT AND THE INFORMATION HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO 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 OFFER OR THE NEW PHP SHARES SHOULD BE MADE EXCEPT ON THE BASIS OF INFORMATION IN THE OFFER DOCUMENT AND THE COMBINED CIRCULAR AND PROSPECTUS.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE
13 June 2025
Shares and cash offer
by
Primary Health Properties Plc
for
Assura Plc
to be implemented by means of a takeover offer
under Part 28 of the Companies Act 2006
Publication and Posting of Offer Document and Combined Circular and Prospectus
Notice of General Meeting of Primary Health Properties Plc
Expected timetable of events
On 16 May 2025, PHP announced the terms of a shares and cash offer pursuant to which PHP will acquire the entire issued, and to be issued, ordinary share capital of Assura.
Capitalised terms used in this announcement (the "Announcement"), unless otherwise defined, have the same meanings as set out in the Offer Document. On 13 June 2025, PHP announced responses to certain assertions made by the Assura Board, an amendment to the Acceptance Condition to the Offer and PHP's consent should the Assura Board declare a special dividend to Assura Shareholders conditional on the Offer becoming Unconditional.
Publication of the Offer Document and Combined Circular and Prospectus
The PHP Directors are pleased to announce that:
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the Offer Document, containing, among other things, a letter from the Non-executive Chair of PHP, the full terms of the Offer, an expected timetable of principal events and details of the action to be taken by Assura Shareholders has been published and posted to Assura Shareholders; and |
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the Combined Circular and Prospectus, containing among other things, a letter from the Non-executive Chair of PHP, information on PHP and the New PHP Shares, an expected timetable of principal events, notice of a general meeting of PHP Shareholders to be held at 9.00 a.m. on 1 July 2025 at the offices of CMS Cameron McKenna Nabarro Olswang LLP at Cannon Place, 78 Cannon Street, London EC4N 6AF in relation to the Combination and details of the action to be taken by PHP Shareholders, has been approved by the FCA and published and posted to both Assura Shareholders and PHP Shareholders. |
A copy of the Offer Document and the Combined Circular and Prospectus will shortly be available on PHP's website at www.phpgroup.co.uk.
A copy of the Combined Circular and Prospectus has also been submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Timetable
The Offer Document contains an expected timetable of principal events in relation to the Offer as follows:
Each of the times and dates in the table below is indicative only and may be subject to change.(1) References to a time of day are to London time.
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Publication and posting of the Offer Document, the Combined Circular and Prospectus and the Form of Acceptance and Election |
13 June 2025 |
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PHP General Meeting |
9:00 a.m. on 1 July 2025 |
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Last Business Day on and time at which Assura Shareholders can accept the Offer (unless extended) (2) |
1:00 p.m. on 12 August 2025 |
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Latest date and time by which the Offer may be declared or become unconditional (i.e. "Day 60") (3)(4)(5) |
Midnight on 12 August 2025 |
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Admission of, and dealings (for normal settlement) commence in New PHP Shares on the London Stock Exchange |
By or as soon as possible after 8:00 a.m. on the Business Day following the Unconditional Date or such other date as announced by PHP |
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New PHP Shares issued and credited to CREST accounts |
No later than 14 days after the Unconditional Date |
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Long Stop Date in relation to the Offer(6) |
16 December 2025 |
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Despatch of share certificates in respect of New PHP Shares and cheques in respect of fractional entitlements to New PHP Shares (where applicable) and payment of cash consideration to Assura Shareholders pursuant to the terms of the Offer |
No later than 14 calendar days after the Unconditional Date |
Notes:
(1) The dates and times given are indicative only and are based on current expectations and may be subject to change (as may be agreed with the Panel). Shareholders should in particular note that there is an increased likelihood of the dates and times changing due to there being more than one offer for Assura, and the Panel is expected to determine an offer timetable and "Day 60" for both offers in due course. If any of the times and/or dates above change, the revised times and/or dates will be announced via a Regulatory Information Service.
(2) The Offer is initially open for acceptance until 1.00 p.m. (London time) on 12 August 2025. Subject to the consent of the Panel, PHP reserves the right (but shall not be obliged, other than as may be required by the Takeover Code) at any time or from time to time to extend the Offer after such time. PHP also reserves the right to bring forward the date by which all the Conditions must be satisfied or waived (and therefore shorten the period for which the Offer is open for acceptance) by publishing an Acceleration Statement in accordance with the requirements of the Takeover Code, specifying a new Unconditional Date. PHP also has the right to seek to invoke the Acceptance Condition so as to cause the Offer to lapse by publishing an Acceptance Condition Invocation Notice ("ACIN") in accordance with the requirements of the Takeover Code. In such circumstances, PHP will make an announcement of the new date by which the Form of Acceptance and Election must be received in order to be taken into account for purposes of determining the level of acceptances and/or whether the Acceptance Condition has been satisfied.
(3) If the Offer becomes or is declared Unconditional, PHP will keep the Offer open for acceptances for at least 14 days following such date.
(4) The Offer shall lapse unless all of the Conditions have been fulfilled (or, where permitted, waived) by midnight on the earlier of the Unconditional Date and the Long Stop Date (subject to the rules of the Takeover Code and, where applicable, the consent of the Panel).
(5) If the Offer becomes or is declared Unconditional and PHP receives acceptances of the Offer in respect of, and/or otherwise acquires, 90% or more in nominal value of the Assura Shares to which the Offer relates, PHP intends to exercise its rights pursuant to the statutory squeeze-out provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily, on the same terms as the Offer, the remaining Assura Shares to which the Offer relates in respect of which the Offer has not at such time been accepted. If the Offer becomes or is declared Unconditional, PHP will keep the Offer open for acceptances for at least 14 days following the date on which the Offer becomes or is declared Unconditional.
(6) The Long Stop Date is 16 December 2025, or such later date as may be agreed by PHP and, if required, the Panel may allow
Action to be taken by Assura Shareholders
Details of actions for Assura Shareholders to take are set out in the Offer Document and, for holders of Assura Shares in certificated form, in the accompany Form of Acceptance and Election. If you have any questions about the Offer Document or are in any doubt as to how to complete the Form of Acceptance and Election (if you hold Assura Shares in certificated form), or how to make an Electronic Acceptance (if you hold Assura Shares in uncertificated form), or if you want to request a hard copy of the Combined Circular and Prospectus or a further copy of this Offer Document (and/or any information incorporated into it by reference to another source) please contact the Receiving Agent, Equiniti, on +44 (0) 371 384 2414. Lines are open 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (excluding English and Welsh public holidays). Calls to the helpline from outside the UK 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. The helpline cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice.
Amendment to the terms of the PHP Financing Arrangements
On 13 June 2025, PHP entered into an amendment confirmation letter in relation to the Facilities Agreement with The Royal Bank of Scotland plc (in its capacity as agent on behalf of the other finance parties) pursuant to which the definition of "Minimum Acceptance Level" in the Facilities Agreement was amended from not less than 75% to 50% plus one Assura Share. This definition sets the minimum level at which PHP is permitted under the terms of the Facilities Agreement to declare its Offer to be unconditional (which is a requirement before any loans can be borrowed under the Facilities Agreement). A copy of this letter will be made available on PHP's website at www.phpgroup.co.uk in accordance with Rule 26 of the Takeover Code.
Enquiries:
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Primary Health Properties Plc |
+44 (0) 7970 246 725 |
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Harry Hyman, Non-Executive Chair |
via Sodali & Co |
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Mark Davies, Chief Executive Officer |
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Richard Howell, Chief Financial Officer |
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Rothschild & Co (Joint Lead Financial Adviser to PHP) |
+44 (0) 207 280 5000 |
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Alex Midgen |
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Sam Green |
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Nikhil Walia |
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Jake Shackleford |
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Deutsche Numis (Joint Lead Financial Adviser and Joint Broker to PHP) |
+44 (0) 207 260 1000 |
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Kevin Cruickshank |
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Heraclis Economides |
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Stuart Ord |
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Ben Stoop |
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Jack McLaren |
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Citi (Joint Financial Adviser to PHP) |
+44 (0) 20 7986 4000 |
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Bogdan Melaniuc |
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James Ibbotson |
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Robert Redshaw |
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James Carton |
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Michael Mullen |
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Peel Hunt (Joint Financial Adviser and Joint Broker to PHP) |
+44 (0) 20 7418 8900 |
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Capel Irwin |
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Michael Nicholson |
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Henry Nicholls |
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Sodali & Co (Communications for PHP) |
+44 (0) 7970 246 725 |
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Rory Godson |
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Elly Williamson |
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Louisa Henry |
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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
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 in the United Kingdom 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 Offer Document (or, if the Combination is implemented by way of a Scheme, the Scheme Document) which will contain the full terms and conditions of the Combination, including details of how to accept the Offer. Any decision or response in relation to the Combination, or if the Combination is implemented by way of a Scheme, any vote in respect of the Scheme should be made only on the basis of the information contained in the Offer Document (or, if the Combination is implemented by way of a Scheme, the Scheme Document) and the Combined Circular and Prospectus.
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 Offer Document. PHP urges Assura Shareholders to read the Offer Document, the Form(s) of Acceptance, the Form of Election and the Combined Circular and Prospectus carefully because they 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 Offer Document, the Form(s) of Acceptance, the Form of Election and the Combined Circular and 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.
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 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 Form(s) of Acceptance or the Form of Election in connection with the 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 Offer Document (or, if the Combination is implemented by way of a Scheme, the Scheme Document).
Unless otherwise determined by PHP or required by the Takeover Code, and permitted by applicable law and regulation, the 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 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 Offer. Unless otherwise determined by PHP and permitted by applicable law and regulation, the 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 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 Offer have not been and will not be registered under the the relevant securities laws of or with any securities regulatory authority of any Restricted Jurisdiction. Accordingly, the New PHP Shares may not be offered, sold or delivered, directly or indirectly, in or into any Restricted Jurisdiction nor to any U.S. Person or Restricted Overseas Person, except pursuant to exemptions from the registration requirements of any such jurisdiction.
Further details in relation to Overseas Shareholders are included in the Offer Document (or, if the Combination is implemented by way of a Scheme, will be included in the Scheme Document) and Assura Shareholders are advised to read carefully the Offer Document (or Scheme Document, as applicable).
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.
The information contained in this Announcement constitutes factual advice as contemplated in section 1(3)(a) of the South African Financial Advisory and Intermediary Services Act, 37 of 2002, as amended ("FAIS Act") and should not be construed as express or implied advice (as that term is used in the FAIS Act and/or the South African Financial Markets Act, 19 of 2012, as amended) that any particular transaction in respect of the Combination, 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. PHP 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 South African Financial Markets Act, 19 of 2012, as amended.
Notice relating to the United States
This document 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 pursuant to the Offer or otherwise. The Combination will be made solely through the Offer Document or, if PHP elects to switch to a Scheme, a scheme 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 Offer Document or scheme document (as appropriate).
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 document have been prepared in accordance with non-U.S. accounting standards that may not be comparable to the financial statements of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. It may be difficult for U.S. holders of shares to enforce their rights and any claims they may have arising under the U.S. 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. U.S. holders of shares in PHP or Assura may not be able to sue PHP, Assura or their respective officers or directors in a non-U.S. court for violations of U.S. 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 U.S. court.
The New PHP Shares have not been and will not be registered under the U.S. 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 U.S. Person except in transactions exempt from, or not subject to, the registration requirements of the U.S. 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 Offer Document, the Form of Acceptance or any other offering document has been approved or disapproved by the SEC, any state securities commission in the United States or any other U.S. 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 Offer will not be subject to the disclosure and other procedural requirements of Regulation 14D under the U.S. Exchange Act. If made into the United States, the Offer will be made in accordance with applicable requirements of Regulation 14E under the U.S. Exchange Act. However, the Offer will qualify for "Tier II" exemptions from the tender offer rules included in Regulation 14E under the U.S. Exchange Act. Accordingly, the 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 U.S. domestic tender offer procedures and law.
PHP reserves the right to elect, with the consent of the Panel (where necessary), to implement the Combination by way of a Court-sanctioned scheme of arrangement in accordance with Part 26 of the Companies Act. A Scheme is not subject to the tender offer rules under the U.S. Exchange Act and therefore would be subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of the U.S. tender offer rules. If the Combination is implemented by way of a scheme of arrangement, the New PHP Shares would be expected to be issued in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act. Section 3(a)(10) exempts securities issued in exchange for one or more outstanding securities from the general requirements of registration where the terms and conditions of the issuance and exchange of such securities have been approved by a court, after a hearing on the fairness of the terms and conditions of the issuance and exchange at which all persons to whom such securities will be issued have the right to appear and be heard. The Court would hold a hearing on the Scheme's fairness to Assura Shareholders, at which hearing all such shareholders would be entitled to attend in person or through counsel. If the Combination is implemented by way of a Scheme, a person who receives New PHP Shares pursuant to the Scheme and who is an affiliate of PHP may not resell such securities without registration under the U.S. Securities Act or pursuant to the applicable resale provisions of Rule 144 under the U.S. Securities Act or another applicable exemption from registration or in a transaction not subject to registration (including a transaction that satisfies the applicable requirements of Regulation S under the U.S. Securities Act). Whether a person is an affiliate of a company for the purposes of the U.S. Securities Act depends on the circumstances, but affiliates can include certain officers, directors and significant shareholders. Persons who believe that they may be affiliates of PHP should consult their own legal advisers prior to any sale of securities received pursuant to the Scheme.
No document relating to the 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 U.S. Securities Act) may be permitted, at PHP's sole discretion, to participate in the Offer upon establishing its eligibility as an Eligible U.S. Holder (as defined in this document). PHP will require the provision of a letter by Eligible U.S. 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 Offer by an Eligible U.S. Holder may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. 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 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 Offer remains open for acceptance make certain purchases of, or arrangements to purchase, Assura Shares outside the United States otherwise than under the 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).
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
A copy of this Announcement and the documents required to be published pursuant to Rule 26 of the Takeover Code will be available at www.phpgroup.co.uk promptly and in any event by no later than 12 noon on the Business Day following this Announcement. The content of this website is not incorporated into and does not form part of this Announcement
General
Investors should be aware that PHP may purchase Assura Shares otherwise than under the Offer or any scheme of arrangement, including pursuant to privately negotiated purchases.
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.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
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