RECOMMENDED ALL-SHARE MERGER OF PHP & MEDICX FUND
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT IS DEEMED BY PHP AND MEDICX TO CONTAIN INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION NO 596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO THE NEW PHP SHARES EXCEPT ON THE BASIS OF INFORMATION IN THE SCHEME DOCUMENT AND THE COMBINED CIRCULAR AND PROSPECTUS WHICH ARE PROPOSED TO BE PUBLISHED IN DUE COURSE
FOR IMMEDIATE RELEASE
24 January 2019
RECOMMENDED ALL-SHARE MERGER OF
PRIMARY HEALTH PROPERTIES PLC
AND
MEDICX FUND LIMITED
· The Boards of PHP and MedicX are pleased to announce that they have reached agreement on the terms of a recommended all-share merger between MedicX and PHP, which is intended to be implemented by way of a scheme of arrangement of MedicX, under which PHP will acquire the entire issued and to be issued share capital of MedicX.
· Under the terms of the Merger, MedicX Scheme Shareholders will be entitled to receive:
0.77 New PHP Shares for each MedicX Scheme Share held
On this basis, following the Merger, existing PHP Shareholders will hold 69.4 per cent. and MedicX Shareholders 30.6 per cent. respectively of the Enlarged Company.
· The Boards of PHP and MedicX believe that there is a compelling strategic, operational and financial rationale for the Merger.
o The two companies' respective portfolios are highly complementary and the combined business will represent a stronger platform with increased scale and financial resources for further investment into its NHS-supporting estate.
o The Enlarged Group will be more able to meet the increasing demand for high quality primary healthcare facilities across the UK and the Republic of Ireland thereby supporting doctors, alleviating pressure on hospital departments and ultimately aiding the welfare of patients.
o Combining the two businesses is expected to create significant value for both MedicX and PHP shareholders through operational and investment management synergies, leading to a reduced EPRA Cost Ratio, as well as financing savings over the medium term.
· Nexus, which provides property management, administrative and advisory services to PHP, has agreed to provide such services to the Enlarged Group, with certain employees of Octopus Healthcare, MedicX's existing investment adviser, and OAIFM, MedicX's existing investment manager, transferring to Nexus. Octopus Healthcare has entered into a transitional services agreement with, amongst others, MedicX and Nexus to provide for an orderly handover to Nexus of property management, administrative and advisory services in respect of MedicX. Nexus looks forward to welcoming all Octopus Healthcare and OAIFM employees who transfer to it.
· Following completion of the Merger, it is expected that Helen Mahy will join the PHP Board as Deputy Chairman and Senior Independent Non-executive Director, and Laure Duhot will join the PHP Board as Non-executive Director and Chairman of the Adviser Engagement Committee. In order to maintain an appropriately sized board and balance between PHP and MedicX directors post the Merger, Nick Wiles and Geraldine Kennell will step down from the PHP Board.
· The Enlarged Group will benefit from:
o a portfolio of 479 properties in the UK and the Republic of Ireland with a combined value of approximately £2.3 billion;
o a strategic focus on the delivery of primary healthcare reflected in the increase in funding set out in the NHS Long Term Plan published earlier this month;
o an enhanced ability to meet the increasing needs of the primary healthcare sector in the UK and the Republic of Ireland, for the provision of a range of modern, purpose-built and integrated primary healthcare services to the local communities;
o significant cost savings, estimated at £4.0 million per annum from the end of the first full year following the Effective Date (reducing to £3.5 million from the sixth year following the Effective Date), equivalent to an annual saving of 0.4 pence per share in the Enlarged Company, comprising:
§ immediate savings in aggregate management fees arising from the unification of management under Nexus, PHP's existing property adviser, which are estimated to represent an annual saving of £3.0 million (£2.5 million from the sixth year following the Effective Date); and
§ operational cost savings from duplicated listing, administrative and other operational expenses and direct property costs which are estimated at £1.0 million per annum by the end of the first full year of operation following the Effective Date;
o an EPRA Cost Ratio expected to be the lowest in the UK-REIT sector;
o broader access to capital at a reduced cost - over the medium term it is expected that there will be opportunities for material cost savings (in addition to the quantified synergy estimate above) through optimisation of the Enlarged Group's financing arrangements;
o the ability to capitalise on and expand the pipeline of new investment opportunities due to the greater financial flexibility of the Enlarged Group;
o strong, highly predictable cash flows to support further investment and dividends to shareholders of the Enlarged Company; and
o a proven management team that has delivered over 22 years of attractive returns and continued dividend growth to shareholders.
· Based on the Closing Price of 115.2 pence per PHP Share on the Latest Practicable Date, the Merger values each MedicX Share at 88.7 pence and the entire issued and to be issued ordinary share capital of MedicX at £392.9 million. The Merger represents a premium of approximately:
o 14.3 per cent. to 77.6 pence - the Closing Price per MedicX Share on the Latest Practicable Date;
o 15.1 per cent. to 77.1 pence - the volume weighted average Closing Price per MedicX Share in the three months ending on the Latest Practicable Date; and
o 8.5 per cent. to 81.8 pence - MedicX's last reported EPRA NAV per MedicX Share at 30 September 2018.
· MedicX Shareholders will also be entitled to receive and retain the MedicX quarterly dividend in respect of the period October to December 2018, which is expected to be declared at the time of MedicX's announcement of its results for that quarter in February 2019. Based on the expected timetable for Completion, MedicX Scheme Shareholders would receive the PHP second quarterly interim dividend for 2019 expected to be paid in May 2019.
· The Enlarged Group will be committed to maintaining a fully covered dividend, whilst paying out substantially all of its underlying earnings. The Merger is expected to deliver a material uplift in the dividend to be received by MedicX Scheme Shareholders - on the basis of the latest PHP quarterly dividend and the expected MedicX quarterly dividend for the MedicX financial year ending 30 September 2019, this would amount to an increase of 13.5 per cent.
· The MedicX Directors, who have been so advised by Evercore, consider the financial terms of the Merger to be fair and reasonable. In providing advice to the MedicX Directors, Evercore has taken into account the commercial assessments of the MedicX Directors.
· Accordingly, the MedicX Directors intend to recommend unanimously that MedicX Scheme Shareholders vote or procure votes in favour of the resolutions relating to the Scheme at the MedicX Court Meeting and that the MedicX Shareholders vote or procure votes in favour of the resolutions relating to the Merger at the MedicX General Meeting (or in the event that the Merger is implemented by way of a Takeover Offer, accept or procure acceptance of the Takeover Offer) as those MedicX Directors who hold MedicX Shares have irrevocably undertaken to do in respect of their own beneficial holdings (and the beneficial holdings which are under their control and those of their close relatives) totalling 189,700 MedicX Shares representing approximately 0.043 per cent. of the issued ordinary share capital of MedicX as at close of business on the Latest Practicable Date.
· In addition to the irrevocable undertakings received from each of the MedicX Directors, PHP has received an irrevocable undertaking from Investec Wealth & Investment in respect of 26.26 million MedicX Shares, representing approximately 5.929 per cent. of the ordinary share capital of MedicX in issue as at close of business on the Latest Practicable Date, to vote or procure votes in favour of the resolutions relating to the Scheme at the MedicX Shareholder Meetings (or in the event that the Merger is implemented by way of a Takeover Offer, accept or procure acceptance of the Takeover Offer).
· PHP has therefore received, in aggregate, irrevocable undertakings representing approximately 5.972 per cent. of MedicX's issued ordinary share capital as at close of business on the Latest Practicable Date.
· The Merger constitutes a Class 1 transaction for PHP for the purposes of the Listing Rules. Accordingly, the Merger will be conditional, inter alia, on the approval of the PHP Shareholders at the PHP General Meeting.
· As part of the Merger arrangements, certain amendments will be made to the existing Advisory Agreement with Nexus. As a result of these amendments, PHP will, pursuant to the Amendment Deed, benefit from a reduction in the marginal property fee scale applied to calculate the annual property services fee payable by PHP to Nexus. In addition, PHP will, pursuant to the Deed of Variation, receive over a five year period, a rebate of £2.5 million as a contribution by Nexus towards the cost of the one-off contractual termination fee of approximately £10 million (which is payable to Octopus Healthcare on termination of the MedicX Investment Management Agreement). Nexus will, at the same time, benefit from an extension of its term of appointment for an initial period of three years from the date of Completion with two years' notice thereafter to terminate. Nexus and PHP have also entered into an agreement (the TUPE Deed) dealing with potential employment liabilities arising from the termination of the MedicX Investment Management Agreement.
· As Harry Hyman is indirectly the majority shareholder of Nexus, which is the counterparty to the Deed of Variation and the TUPE Deed, as well as being both the managing director of Nexus and PHP and Richard Howell, the finance director of PHP, is an employee of Nexus and PHP, they and Nexus (amongst others) are considered to be related parties of PHP for the purposes of Chapter 11 of the Listing Rules. Accordingly, the Deed of Variation and the TUPE Deed are conditional upon the passing of an ordinary resolution of the Independent PHP Shareholders (which requires more than 50 per cent. of the votes cast by Independent PHP Shareholders to be cast in favour) to approve each of them. The Deed of Variation and the TUPE Deed are also conditional upon Completion. Details of the Deed of Variation, the Amendment Deed and the TUPE Deed are set out in paragraph 3 of this Announcement.
· The Independent PHP Directors consider the reduction in Nexus' net advisory fees, together with the stability created by the extension of the term of the Advisory Agreement, to be fundamental to the Merger. Accordingly, the Merger is conditional on, amongst other things, the approval of the Related Party Resolution by Independent PHP Shareholders at the PHP General Meeting.
· The PHP Board intends to recommend that PHP Shareholders vote or procure votes in favour of the resolutions to be proposed at the PHP General Meeting, as they have irrevocably undertaken to do in respect of their own beneficial holdings (and the beneficial holdings which are under their control and those of their close relatives), to the extent that they are permitted to vote on such resolutions. The PHP Directors who hold PHP Shares have therefore undertaken to vote or procure votes in favour of the Merger Resolution to be proposed at the PHP General Meeting in respect of 13,443,043 PHP Shares, in aggregate, representing approximately 1.742 per cent. of PHP's issued ordinary share capital as at the close of business on the Latest Practicable Date. The Independent PHP Directors who hold PHP Shares have also undertaken to vote or procure votes in favour of the Related Party Resolution to be proposed at the PHP General Meeting in respect of 478,387 PHP Shares, in aggregate, representing approximately 0.062 per cent. of PHP's issued ordinary share capital as at the close of business on the Latest Practicable Date.
· In addition to the irrevocable undertakings received from each of the PHP Directors who hold PHP Shares, PHP has received an undertaking from Investec Wealth & Investment to vote or procure votes in favour of the resolutions to be proposed at the PHP General Meeting in respect of 37.32 million PHP Shares, representing approximately 4.836 per cent. of PHP's issued ordinary share capital as at the close of business on the Latest Practicable Date.
· PHP has therefore received, in aggregate, irrevocable undertakings representing approximately 6.578 per cent. of PHP's issued ordinary share capital as at close of business on the Latest Practicable Date.
· Further details of all irrevocable undertakings, including the circumstances in which they cease to be binding, are set out in Appendix III to this Announcement.
· It is intended that the Merger will be implemented by way of a Court-sanctioned scheme of arrangement under Part VIII of the Companies Law of Guernsey. The Scheme will also be subject to the conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document. It is anticipated that formal documents will be sent to PHP Shareholders and MedicX Shareholders within 28 days of the date of this Announcement and expected that the Merger will have an Effective Date in late March 2019. The Scheme Document will contain an updated portfolio valuation for each of PHP and MedicX reported on in accordance with Rule 29 of the Takeover Code.
Commenting on the Merger, Steven Owen, Chairman of PHP said:
"The Merger represents a major step forward in PHP's strategy which significantly extends the scale of our business and asset value. The highly complementary nature of the two portfolios will allow the combined business to continue to maximise shareholder value through delivering synergies across the businesses and accelerate the Enlarged Group's role in the modernisation of the primary care estate in the UK and Ireland.
I believe we have established a genuine rapport with our colleagues on the MedicX Board. I look forward to working with Helen Mahy and Laure Duhot who are expected to join the PHP Board which I am confident will have the skill, diversity and culture to drive the Enlarged Group forward. I am also very grateful to my colleagues Nick Wiles and Geraldine Kennell for their commitment and dedication to the Company over the past three years and their contribution to and support for the Merger. "
Commenting on the Merger, Helen Mahy CBE, Chairman of MedicX, said:
"I am delighted to announce this all-share merger of MedicX and PHP, a transaction that will create a strong, new healthcare group which can deliver real benefits to doctors, the NHS, and the HSE in the Republic of Ireland as well as our shareholders. Both businesses share a similar focus on high quality, purpose-built primary healthcare assets and have complementary portfolios. The strategic fit of the two businesses is excellent and shareholders in the Enlarged Group will have the opportunity to participate in further growth and share in the significant benefits of scale and operational efficiencies. Financially, the Merger offers MedicX shareholders a premium to NAV as well as attractive accretion to earnings and dividends per share. Therefore, the MedicX Board unanimously recommends the merger to its shareholders.
On behalf of the MedicX Board, I would like to thank the entire team at Octopus Healthcare for their strong support, dedication, professionalism and expertise over the past 12 years as investment adviser of MedicX.
I would also like to thank Steve Le Page and John Hearle, who will be stepping down from the MedicX Board and not joining that of the Enlarged Company, for their important contributions to the development of the fund and their sage advice as Non-executive Directors of MedicX over a number of years."
Commenting on the Merger, Harry Hyman, Managing Director of PHP, said:
"This is a great opportunity for the combined team. After Completion Nexus will manage the enlarged portfolio and I look forward to working with the employees from Octopus transferring to Nexus who will bring highly valued experience to the combined operation."
This summary should be read in conjunction with the full Announcement, including its Appendices. Definitions are set out in Appendix VI.
PHP and MedicX will hold a briefing for analysts at 8:30 am (UK time) today (24 January) to discuss the Merger.
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Enquiries: |
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PHP |
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Tel: +44 (0) 207 451 7050 |
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Steven Owen (Chairman) Harry Hyman (Managing Director) Richard Howell (Finance Director) |
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Numis (Lead Financial Adviser, Sponsor and Joint Broker to PHP) |
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Tel: +44 (0) 207 260 1000 |
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Michael Meade James Black Kevin Cruickshank |
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Huw Jeremy
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Peel Hunt (Joint Financial Adviser and Joint Broker to PHP) |
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Tel: +44 (0) 207 418 8900 |
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James Britton Capel Irwin Harry Nicholas Jock Maxwell Macdonald |
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Buchanan (Public Relations Adviser to PHP) David Rydell Steph Watson Tilly Abraham |
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Tel: +44 (0) 207 466 5000 |
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MedicX |
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Tel: +44 (0) 148 172 3450 |
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Helen Mahy (Non-Executive Chairman) |
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Octopus Healthcare |
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Tel: +44 (0) 203 142 4820 |
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Mike Adams (Executive Chairman, Octopus Healthcare) |
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Evercore (Financial Adviser and Rule 3 Adviser to MedicX) |
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Tel: +44 (0) 207 653 6000 |
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Edward Banks Ollie Clayton |
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Taurus (Independent Adviser to MedicX) |
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Tel: +44 (0) 207 959 7000 |
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Peter Tracey Tom Fyson |
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Canaccord (Joint Corporate Broker to MedicX) |
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Tel: +44 (0) 207 523 8000 |
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Robbie Robertson Helen Goldsmith |
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Liberum (Joint Corporate Broker to MedicX) |
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Tel: +44 (0) 203 100 2000 |
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Richard Crawley Jamie Richards |
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Maitland/AMO (Public Relations Adviser to MedicX) Andy Donald Jason Ochere |
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Tel: +44 (0) 207 379 5151 |
DETAILS OF THE RECOMMENDED ALL-SHARE MERGER OF PHP AND MEDICX
1. The Merger
Under the Merger, which will be subject to the conditions and further terms set out below and in Appendix I to this Announcement (and to be set out in the Scheme Document), MedicX Scheme Shareholders will be entitled to receive:
0.77 New PHP Shares for each MedicX Scheme Share held
The Merger will involve PHP issuing approximately 341.0 million New PHP Shares, with the result that PHP Shareholders will own approximately 69.4 per cent. of the Enlarged Company and MedicX Shareholders will own approximately 30.6 per cent. of the Enlarged Company. On this basis, MedicX Scheme Shareholders will share in the benefits accruing to the Enlarged Group via the enhanced opportunities for the combined business and the realisation of significant cost savings.
Based on the Closing Price of 115.2 pence per PHP Share on the Latest Practicable Date, the Merger values each MedicX Share at 88.7 pence and the entire issued and to be issued ordinary share capital of MedicX at approximately £392.9 million.
The Merger represents a premium of approximately:
o 14.3 per cent. to 77.6 pence - the Closing Price per MedicX Share on the Latest Practicable Date;
o 15.1 per cent. to 77.1 pence - the volume weighted average Closing Price per MedicX Share in the three months ending on the Latest Practicable Date; and
o 8.5 per cent. to 81.8 pence - MedicX's last reported EPRA NAV per MedicX Share at 30 September 2018. It is expected that the Scheme Document will contain an updated portfolio valuation in respect of MedicX's UK and the Republic of Ireland property portfolios as at 31 December 2018 reported on in accordance with Rule 29 of the Takeover Code.
2. Background to and reasons for the Merger
The Directors of PHP and MedicX believe that the businesses are highly complementary - strategically, geographically, operationally and culturally - and that the Enlarged Group would be significantly more attractive for all stakeholders, including investors, the NHS and the HSE.
Growing market with solid fundamentals
· PHP and MedicX both invest in modern purpose-built healthcare properties in the UK and the Republic of Ireland, a sector which has:
o favourable market dynamics arising from ageing and growing populations and increasing demands on underinvested healthcare provision;
o an historically underinvested estate in need of replacement and modernisation; and
o unwavering political support in the UK and the Republic of Ireland for the promotion of a model of integrated care delivered in a modern primary care setting, with, in the UK, proposed increased funding for primary care as set out in the NHS Long Term Plan published earlier this month.
· Combining the two businesses will give the Enlarged Group greater scale with which to participate in this growing market with an enhanced ability to meet the increasing needs of the primary healthcare sector in the UK and the Republic of Ireland for the provision of a range of modern, purpose built and integrated primary healthcare services to the local communities.
Complementary portfolios with attractive characteristics
· Upon Completion, PHP and MedicX will own a portfolio of 479 properties with a combined value of approximately £2.3 billion and annual rental income of over £120.0 million (the combination of the large portfolios having been effected without incurring a stamp duty liability of approximately £40.0 million that would have arisen on an asset transfer). This will create a strong platform for further acquisitions and development opportunities.
· The respective portfolios are highly complementary with little geographic overlap and the Merger will create an attractive investment partner, able to provide significant financing and extensive experience in the primary healthcare sector.
· Both PHP's and MedicX's portfolios have long weighted average unexpired lease terms (WAULT) (12.9 years and 14.2 years respectively) with over 90 per cent. of rents payable by or guaranteed by the NHS or the HSE.
Improved value creation opportunities and strong balance sheet
· The Enlarged Group will be managed by Nexus, which has a successful track record in creating value for shareholders, having managed PHP's portfolio since PHP's founding in 1995. Nexus has managed the successful implementation and integration of a number of acquisitions, including that of Prime Public Partnerships (Holdings) Limited in 2013, which involved the acquisition of a portfolio of 54 properties with an aggregate value of £233.0 million.
· The Directors of MedicX and PHP are confident that the growth prospects of the Enlarged Group will be greater than those of either business on its own.
· An enhanced presence in the primary health sector is expected to provide increased investment opportunities and enable a deeper relationship with the NHS and Department of Health in the UK and HSE in the Republic of Ireland.
· The Enlarged Group will benefit from a strengthened investment case and rental growth prospects from the asset management expertise of the combined teams.
· It will have a strong balance sheet, with a pro-forma loan to value ratio of 48 per cent., with long weighted average debt maturity of over eight years and is anticipated to have greater access to broader and more competitively priced debt facilities, as well as improved access to equity capital markets for fund raisings. The current financing facilities of MedicX are expected to remain in place following the Effective Date with no break fees becoming due as a result of the Merger. The anticipated strong balance sheet is expected to facilitate access to new and cheaper forms of debt funding over the medium term (the actual financial benefits of this have not been quantified for reporting on under the Takeover Code).
· A strengthened balance sheet will provide flexibility for future development activity and underpin an attractive, sustainable dividend policy, fully covered by the combined earnings.
Synergies and efficiencies
· PHP has entered into the Deed of Variation with Nexus which, conditional upon shareholder approval at the PHP General Meeting, amends the Advisory Agreement in respect of services to be provided in relation to the MedicX Group. PHP has also entered into the Amendment Deed with Nexus which amends the Advisory Agreement in relation to the management of the enlarged portfolio. The fee structure of the amended Advisory Agreement is more favourable from shareholders' perspective than the terms in the existing management arrangements of either PHP or MedicX on a standalone basis and will result in lower fees being paid.
Quantified Financial Benefits Statement
· The PHP Directors, having reviewed and analysed the potential synergies of the Enlarged Group, as well as taking into account factors they can influence, believe that the Enlarged Group can deliver shareholder value through expected realisation of approximately £4.0 million of recurring cost synergies from the end of the first year following the Effective Date, reducing to £3.5 million of recurring cost synergies from the sixth year following the Effective Date.
· The cost synergies will be realised principally from:
o Management fee savings: Unification of property management under Nexus delivering approximately £3.0 million of cost savings per annum derived from £2.5 million of lower management fees charged on the MedicX investment properties and a £0.5 million rebate given by Nexus for the management of the investment properties in the first five years following the Effective Date; and
o Administration and direct property cost savings: Rationalisation of duplicated listing, administration and operational expenses and reducing direct property costs through procurement and scale benefits, delivering an estimated £1.0 million of run rate cost savings per annum by the end of the first full year of operation.
· The PHP Directors expect the management fee savings to be achieved from the Effective Date, with the administration and direct property cost savings delivered progressively through the first year, resulting in a first year synergy of £3.8 million, rising to the £4.0 million run rate by the end of the first year following the Effective Date and £3.5 million run rate from the sixth year following the Effective Date.
· In order to achieve the management fee savings, the Enlarged Group will incur a one-off contractual termination payment of approximately £10 million payable to Octopus Healthcare, the current MedicX investment adviser, on termination of the MedicX Investment Management Agreement. This payment will fall due within the first year following the Effective Date. The PHP Directors expect that any costs incurred in the realisation of the other cost synergies will be immaterial.
· The identified cost synergies will accrue as a direct result of the Merger and would not be achieved on a standalone basis. The estimated cost synergies referred to above reflect both the beneficial elements and the relevant costs.
· The PHP Directors do not expect any material dis-synergies to arise in connection with the Merger.
· These statements relating to identified cost savings and estimated savings relate to future actions or circumstances which by their nature involve risks, uncertainties and contingencies. As a consequence, the identified synergies and estimated savings referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated.
· Further information on the bases of belief supporting the Quantified Financial Benefits Statement, including the principal assumptions and sources of information, is set out in Appendix IV to this Announcement. These estimated synergies have been reported on under the Takeover Code by Deloitte, and by PHP's financial advisers, Numis and Peel Hunt. Copies of their letters are included in Parts B and C of Appendix IV. References in this Announcement to those estimated cost savings should be read in conjunction with Appendix IV.
Other efficiencies
· Incremental to these quantified cost synergies, the PHP Directors expect that the Enlarged Group will benefit from further unquantified cost synergies derived from the optimisation of its financing arrangements.
· PHP's EPRA Cost Ratio of 14 per cent. is already amongst the lowest in the UK-REIT sector and is expected to reduce further to 12 per cent. following Completion, estimated on a pro-forma basis of the financial information for PHP for the year to 30 June 2018 and the published accounts for MedicX for the year ended 30 September 2018 and the estimated cost savings above in comparison with published historic results for other UK-REITs.
· The combined asset portfolio will benefit from lower weighted average external management fees (as a percentage of the total portfolio size) together with unquantified reduced professional valuation, audit and other professional advisory fees (as a percentage of the total portfolio size).
Increased liquidity
· The Merger will result in a broadening of the shareholder base and MedicX Scheme Shareholders will benefit from greater liquidity in the secondary market afforded by PHP's inclusion in the FTSE 250 index and a high quality and more diverse shareholder register is expected to develop over time. The Enlarged Group will be one of the largest healthcare UK-REITs, with a pro forma market capitalisation in excess of £1 billion.
· This increased prominence, combined with the attractive investment proposition and opportunity for improved shareholder returns, is expected by PHP to drive increased investor interest in the Enlarged Group and create further value for both sets of existing shareholders, as well as providing a more liquid market in the shares of the Enlarged Company.
3. Strategic plans and intentions with regard to assets, management and employees of the Enlarged Group
Boards of Directors
Following Completion, it is expected that Helen Mahy will join the PHP Board as Deputy Chairman and Senior Independent Non-executive Director, and Laure Duhot will join the PHP Board as a Non-executive Director and Chairman of the Adviser Engagement Committee. Nick Wiles and Geraldine Kennell will step down from the PHP Board on Completion. This will deliver an appropriately sized and balanced Board with the complementary skills necessary to drive the Enlarged Group forward following the Merger. The Board will therefore comprise: Steven Owen, Peter Cole, Laure Duhot, Richard Howell, Harry Hyman, Dr Stephen Kell OBE, Ian Krieger and Helen Mahy. In addition, it is expected that Steve Le Page and John Hearle may act as consultants to PHP for a limited period following Completion, on terms to be agreed, to assist with integration.
PHP intends to delist MedicX following Completion. Consequently, MedicX will not require listed company governance structures and accordingly, it is intended that the MedicX Directors will cease to be directors of MedicX following Completion.
Advisory and transitional services to MedicX
Nexus, which provides property management, administrative and advisory services to PHP, has agreed to provide such services to the Enlarged Group. Accordingly, on Completion, the MedicX Investment Management Agreement will terminate. In order to provide for an orderly handover to Nexus of property management, administrative and advisory services, Octopus Healthcare, the current MedicX investment adviser, and OAIFM, the current MedicX investment manager, have entered into the Transitional Services Agreement with MedicX and Nexus which provides for access to books and records and such other transitional services as the parties may agree on arms' length terms. These arrangements are intended to minimise potential disruption to the Enlarged Group. The arrangements relating to the termination of the MedicX Investment Management Agreement are also provided for in the Transitional Services Agreement. The key terms of the Transitional Services Agreement are described in paragraph 12 below.
Transfer of Octopus employees to Nexus
PHP confirms that, under the terms of the Transitional Services Agreement, Nexus has undertaken to comply with its statutory obligations under TUPE. Under TUPE, certain persons employed by Octopus Healthcare and OAIFM, whose principal role is the carrying out of activities on behalf of MedicX, will transfer their employment to Nexus. Octopus Healthcare and OAIFM have undertaken to MedicX to commence a statutory information and consultation process in connection with the proposed transfer as soon as reasonably practicable prior to Completion (but in any event no later than 28 days prior to Completion). Mike Adams, Executive Chairman of Octopus Healthcare, will not be transferring to Nexus as agreed with Nexus, Octopus and Mike Adams.
TUPE Deed
PHP and Nexus have entered into the TUPE Deed, the key terms of which are:
· the parties offer cross-indemnities in respect of pre and post-TUPE transfer employment liabilities associated with those employees who will transfer under TUPE to Nexus from Octopus Healthcare and OAIFM in consequence of the appointment of Nexus as the adviser for the Enlarged Group;
· the parties offer cross-indemnities in respect of pre and post-TUPE transfer employment liabilities associated with those employees who would transfer under TUPE from Nexus to PHP or a replacement service provider in the event that the Advisory Agreement expires or is terminated without renewal; and
· each party's liabilities under its indemnities are capped at a maximum amount of £3.75 million.
Further details relating to the TUPE Deed will be set out in the Combined Circular and Prospectus.
The TUPE Deed requires the approval of Independent PHP Shareholders at the PHP General Meeting and further details of the requirements for such approval are set out in paragraph 13 of this Announcement.
Advisory Agreement amendments
As part of the Merger arrangements, certain amendments will be made to the existing Advisory Agreement with Nexus. As a result of these amendments, PHP will, pursuant to the Amendment Deed, benefit from a reduction in the marginal property fee scale applied to calculate the annual property services fee payable by PHP to Nexus. In addition, PHP will, pursuant to the Deed of Variation, receive, over a five year period, a rebate of £2.5 million as a contribution by Nexus towards the cost of the one-off contractual termination fee of approximately £10 million which is payable to Octopus Healthcare on termination of the MedicX Investment Management Agreement. Nexus will, at the same time, benefit from an extension of its term of appointment for an initial period of three years from the date of Completion with two years' notice thereafter to terminate. The Independent PHP Directors consider this reduction in Nexus' net advisory fees, together with the stability created by the extension of the term of the Advisory Agreement to be fundamental to the Merger. Accordingly, the Merger is conditional on, amongst other things, the approval of the Related Party Resolution by Independent PHP Shareholders at the PHP General Meeting.
Under the terms of the Advisory Agreement, as amended by the Deed of Variation, the fees payable for the management of the Enlarged Group's portfolio will be lower than the comparable fees paid to Octopus Healthcare for the management of the MedicX portfolio under the MedicX Investment Management Agreement and, accordingly, it is expected that significant cost savings will be realised as a result.
Deed of Variation
The key terms of the Deed of Variation include:
· in respect of the services provided in relation to the properties currently owned by the MedicX Group, PHP shall pay a monthly fee to Nexus equal to 0.225 per cent. per annum of the MedicX Group's gross asset value for a period of five years from the date of Completion, after which PHP's marginal property fee scale will apply - this monthly fee will be reduced by the monthly cost contribution from Nexus referred to in the next paragraph;
· a cost contribution paid by Nexus to PHP equal to 25 per cent. of the payment made by MedicX to terminate the MedicX Investment Management Agreement with Octopus Healthcare (capped at £2.5 million), such contribution to be payable in monthly instalments, over five years, by reducing the fees payable to Nexus under the Advisory Agreement with such contribution terminating five years after the date of Completion or, if earlier, the date on which the Company serves notice terminating the Advisory Agreement;
· the fee payable in respect of the provision of the finance and company secretarial services shall increase by an annual figure of £250,000;
· in respect of property management services, setting an initial term of the appointment of three years from the date of Completion and thereafter continuing until terminated on at least two years' notice; and
· in respect of financial and company secretarial services, setting an initial term of appointment of three years from the date of Completion and thereafter continuing until terminated on at least 12 months' notice.
Further details relating to the Deed of Variation will be set out in the Combined Circular and Prospectus.
The Deed of Variation, which is conditional on Completion, requires the approval of Independent PHP Shareholders at the PHP General Meeting and further details of the requirements for such approval are set out in paragraph 13 of this Announcement.
Amendment Deed
PHP and Nexus have also entered into the Amendment Deed. The key amendments provide that PHP's current marginal property fee scale of 0.275 per cent., applied in calculating the annual property services fee, will reduce in accordance with the following scale - where the gross asset value of the portfolio is:
· between £1.75-£2.00 billion, the rate applied is 0.250 per cent.;
· between £2.00-£2.25 billion, the rate applied is 0.225 per cent.; and
· £2.25 billion and above, the rate applied is 0.200 per cent.
Prior to the amendments made by the Amendment Deed, a rate of 0.250 per cent. was applied in calculating the annual property services fee where the gross asset value of the portfolio was greater than £1.75 billion.
The Amendment Deed is not conditional on Completion and does not require the approval of PHP Shareholders.
Management and employees
MedicX has no employees and therefore does not operate any pension scheme, nor does it have any arrangements in place for any employee involvement in its capital. MedicX has no place of business, research and development function or headquarters.
Following Completion, certain functions which exist in relation to MedicX's status as a publicly traded company will no longer be required or will be reduced in size, reflecting the new structure within the Enlarged Group.
Listing and registered office
Following Completion, the Enlarged Company will remain listed on the London Stock Exchange. The registered office of PHP will remain in London following Completion.
4. PHP Board recommendation
The PHP Board, which has received financial advice from Numis and Peel Hunt in relation to the Merger, consider the Merger to be in the best interests of PHP and the PHP Shareholders as a whole. Accordingly, the PHP Board intends to unanimously recommend that PHP Shareholders vote or procure votes in favour of the Merger Resolution to be proposed at the PHP General Meeting, as those PHP Directors who hold PHP Shares have irrevocably undertaken to do in respect of their own beneficial holdings (and the beneficial holdings which are under their control and those of their close relatives) aggregating 13,443,043 PHP Shares representing approximately 1.742 per cent. of PHP's issued ordinary share capital as at the close of business on the Latest Practicable Date. In providing their advice, Numis and Peel Hunt have relied on the PHP Directors' commercial assessment of the Merger.
The PHP Board, which has been so advised by Numis, also considers the Deed of Variation and the TUPE Deed to be in the best interests of PHP and the PHP Shareholders as a whole and intends to unanimously recommend that Independent PHP Shareholders vote or procure votes in favour of the Related Party Resolution, as Independent PHP Directors who hold PHP Shares have irrevocably undertaken to do in respect of their own beneficial holdings (and the beneficial holdings which are under their control and those of their close relatives) aggregating 478,387 PHP Shares representing approximately 0.062 per cent. of PHP's issued ordinary share capital as at close of business on the Latest Practicable Date. Neither Harry Hyman nor Richard Howell took part in the PHP Board's consideration of the Related Party Transactions. In providing its advice, Numis has relied on the Independent PHP Directors' commercial assessment of the Deed of Variation and the TUPE Deed.
5. MedicX Board recommendation
The MedicX Directors, who have been so advised by Evercore, consider the financial terms of the Merger to be fair and reasonable. In providing advice to the MedicX Directors, Evercore has taken into account the commercial assessments of the MedicX Directors. Evercore is providing independent financial advice to the MedicX Directors for the purposes of Rule 3 of the Takeover Code.
Accordingly, the MedicX Directors intend to recommend unanimously that MedicX Scheme Shareholders vote or procure votes in favour of the resolutions relating to the Scheme at the MedicX Court Meeting and that the MedicX Shareholders vote or procure votes in favour of the resolutions relating to the Merger at the MedicX General Meeting (or in the event that the Merger is implemented by way of a Takeover Offer, accept or procure acceptance of the Takeover Offer) as those MedicX Directors who hold MedicX Shares have irrevocably undertaken to do in respect of their own beneficial holdings (and the beneficial holdings which are under their control and those of their close relatives) totalling 189,700 MedicX Shares representing approximately 0.043 per cent. of the issued ordinary share capital of MedicX as at close of business on the Latest Practicable Date.
6. Background to and reasons for the MedicX Recommendation
As a leading investor in purpose-built primary healthcare properties, MedicX has assembled an attractive portfolio of modern, high quality assets throughout the United Kingdom and the Republic of Ireland. MedicX's strategy of selective investing and its focus on enhancing fundamental portfolio metrics has, over the longer term, delivered good shareholder returns, sustainable NAV growth and tangible benefits to the UK and Irish communities' healthcare infrastructure.
Following a strategic review in 2018, the MedicX Directors decided to rebase MedicX's dividend distribution policy, thereby providing for a fully covered dividend, for the financial year ending 30 September 2019 and onwards. This allowed MedicX to better align its dividend distributions with its cash flows and further strengthen its capital structure.
The MedicX Directors believe that MedicX continues to have strong prospects as an independent fund.
However, the MedicX Directors also recognise that the Merger represents an attractive opportunity for MedicX Shareholders and its other stakeholders, including tenants, patients and the wider communities in the UK and the Republic of Ireland. The efficiencies associated with greater scale and the complementary nature of PHP and MedicX's portfolios should enable MedicX Scheme Shareholders to benefit more fully from the opportunities offered by the Enlarged Group.
The MedicX Directors believe that the Enlarged Group's strategy will be consistent with MedicX's current strategy of disciplined investment, maintaining a covered dividend and paying out substantially all of its underlying earnings.
The MedicX Directors note Nexus's undertaking pursuant to the Transitional Services Agreement that certain persons employed by the Octopus Group whose principal role is the carrying out of activities on behalf of MedicX will be offered the opportunity to transfer to Nexus under TUPE. The MedicX Directors believe that such an undertaking will provide additional stability to the day-to-day operations of the Enlarged Group and facilitate strategic continuity.
The MedicX Directors believe that a combination with PHP, resulting in MedicX Shareholders owning approximately 30.6 per cent. of the Enlarged Company, represents a compelling opportunity to create a business capable of achieving significant strategic, operational and financial benefits, including:
· establishing a £2.3 billion portfolio of high quality primary healthcare assets, well positioned to benefit from growing market opportunities;
· unlocking significant operational synergies which are estimated at £4.0 million per annum of recurring cost synergies from the end of the first full year following the Effective Date (reducing to £3.5 million from the sixth year following the Effective Date), comprising £3.0 million per annum (£2.5 million from the sixth year following the Effective Date) in cost savings as a result of a unified management of the combined portfolio, and £1.0 million in further operational run rate cost savings from duplicated overheads, listing, other administrative and direct property costs by the end of the first full year of operation;
· providing broader access to capital at a reduced cost - over the medium term it is expected that there will be material cost saving opportunities (in addition to the quantified synergy estimates above) through optimisation of the Enlarged Group's financing arrangements;
· potentially delivering significant accretion to EPRA EPS (before exceptional costs) and DPS in the first full year of operation for MedicX Scheme Shareholders.
· delivering what is expected to be the lowest EPRA Cost Ratio in the UK-REIT market;
· enhancing balance sheet strength, which will enable access to a broader range of investment opportunities, strengthen the pipeline of acquisitions and optimise the Enlarged Group's financing arrangements; and
· generating strong cash flows to support a disciplined investment strategy, while sustaining a growing dividend for shareholders.
The Merger also offers MedicX Scheme Shareholders the opportunity to benefit from an upfront premium of 14.3 per cent. to the Closing Price per MedicX Share on the Latest Practicable Date.
MedicX Shareholders will also be entitled to receive and retain the MedicX quarterly dividend in respect of the period from October to December 2018, which is expected to be declared at the time of MedicX's announcement of its results for that quarter in February 2019. Based on the expected timetable for Completion, MedicX Scheme Shareholders would receive the PHP second quarterly interim dividend in 2019 expected to be paid in May 2019.
On the basis of the latest PHP quarterly dividend and the expected MedicX quarterly dividend for the MedicX financial year ending 30 September 2019, the uplift in dividends to MedicX Scheme Shareholders expected to be delivered by the Merger would amount to an increase of 13.5 per cent. In addition, MedicX Scheme Shareholders will benefit from an accelerated dividend cycle as PHP pays its quarterly dividends approximately one month before MedicX pays its dividend for the same quarter.
The MedicX Directors believe that the terms of the Merger fairly reflect MedicX's and PHP's respective standalone businesses and their prospects, and an appropriate sharing of the expected synergies resulting from the Merger.
The MedicX Directors are confident that the Enlarged Group will benefit from a strengthened management team, as the Merger will enhance Nexus's management capabilities through the transfer of experienced Octopus employees, which will also help to minimise potential business disruption.
Following consideration of the above factors, the MedicX Directors intend to unanimously recommend that MedicX Scheme Shareholders vote or procure votes in favour of the resolutions relating to the Scheme at the MedicX Court Meeting and that the MedicX Shareholders vote or procure votes in favour of the resolutions relating to the Merger at the MedicX General Meeting (or, in the event that that the Merger is implemented by way of a Takeover Offer, accept or procure the acceptance of the Takeover Offer), as those MedicX Directors who hold MedicX Shares have each irrevocably undertaken to do, in respect of their entire respective beneficial holdings (and the beneficial holdings which are under their control and those of their close relatives) aggregating 189,700 MedicX Shares, representing approximately 0.043 per cent. of the issued ordinary share capital of MedicX as at close of business on the Latest Practicable Date.
7. Irrevocable undertakings
Undertakings from MedicX Shareholders
PHP has received irrevocable undertakings to vote or procure votes in favour of the resolutions relating to the Scheme at the MedicX Shareholder Meetings (or in the event that the Merger is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) from the MedicX Directors who hold MedicX Shares and who beneficially own or control 189,700 MedicX Shares, in aggregate, representing approximately 0.043 per cent. of MedicX's ordinary share capital in issue as at close of business on the Latest Practicable Date.
In addition to the irrevocable undertakings received from each of the MedicX Directors, PHP has received an irrevocable undertaking from Investec Wealth & Investment in respect of 26.26 million MedicX Shares, representing approximately 5.929 per cent. of the ordinary share capital of MedicX in issue as at close of business on the Latest Practicable Date to vote or procure votes in favour of the resolutions relating to the Scheme at the MedicX Shareholder Meetings (or in the event that the Merger is implemented by way of a Takeover Offer, accept or procure acceptance of the Takeover Offer).
PHP has therefore received, in aggregate, irrevocable undertakings representing approximately 5.972 per cent. of MedicX's issued ordinary share capital as at close of business on the Latest Practicable Date.
Undertakings from PHP Shareholders
PHP has also received irrevocable undertakings from each of the PHP Directors who hold PHP Shares to vote or procure votes in favour of the Merger Resolution to be proposed at the PHP General Meeting in respect of their beneficial holdings (and the beneficial holdings which are under their control and those of their close relatives) of 13,443,043 PHP Shares, in aggregate, representing approximately 1.742 per cent. of PHP's issued ordinary share capital as at close of business on the Latest Practicable Date. The Independent PHP Directors who hold PHP Shares have undertaken to vote or procure votes in favour of the Related Party Resolution to be proposed at the PHP General Meeting in respect of 478,387 PHP Shares, in aggregate, representing approximately 0.062 per cent. of PHP's ordinary share capital as at the close of business on the Latest Practicable Date.
In addition to the irrevocable undertakings received from each of the PHP Directors who hold PHP Shares, PHP has received an undertaking from Investec Wealth & Investment to vote or procure votes in favour of the resolutions to be proposed at the PHP General Meeting in respect of 37.32 million PHP Shares representing approximately 4.836 per cent. of PHP's issued ordinary share capital as at the close of business on the Latest Practicable Date.
PHP has therefore received, in aggregate, irrevocable undertakings representing approximately 6.578 per cent. of PHP's issued ordinary share capital as at close of business on the Latest Practicable Date.
Further details of these irrevocable undertakings are set out in Appendix III to this Announcement.
8. Information on PHP
PHP is a UK-REIT incorporated in 1995. The principal activity of the PHP Group is the generation of rental income and capital growth for its shareholders through the acquisition and development of healthcare property in the United Kingdom and the Republic of Ireland. Its properties are leased principally to GPs, the NHS, the HSE and other governmental bodies and other associated healthcare users. It currently has a market capitalisation of approximately £889.0 million, property investments of approximately £1.4 billion and is a member of the FTSE 250 and EPRA indices.
In the most recent results for the six months ended 30 June 2018, PHP reported EPRA earnings per PHP Share of 2.5 pence and EPRA NAV of £762.9 million.
As at 30 June 2018, PHP's property portfolio was independently valued at £1.4 billion. It is expected that the Scheme Document will contain an updated portfolio valuation in respect of PHP's property portfolio as at 31 December 2018 reported on in accordance with Rule 29 of the Takeover Code.
Nexus has provided property management and other services to PHP since 1995 when the business was established. It is majority owned by Harry Hyman, PHP's founder. Under Nexus's management PHP has returned 22 years of continued dividend growth and EPRA NAV and maintained a consistently low EPRA Cost Ratio.
9. Information on MedicX
MedicX is also a specialist primary care infrastructure investor in modern, purpose-built primary healthcare properties in the United Kingdom and the Republic of Ireland. It is a closed-ended investment company and a UK-REIT which was incorporated in Guernsey on 25 August 2006. MedicX is listed on the London Stock Exchange, with a portfolio comprising 166 properties with a value of approximately £806.7 million as at 30 September 2018.
In the most recent annual results for the year ended 30 September 2018, MedicX reported EPRA earnings per share of 3.9 pence and EPRA NAV of £362.2 million.
It is expected that the Scheme Document will contain updated portfolio valuations in respect of MedicX's UK and Republic of Ireland property portfolios as at 31 December 2018 reported on in accordance with Rule 29 of the Takeover Code.
The investment adviser to MedicX is Octopus Healthcare, which is part of the Octopus Group. The Octopus Group invests in and develops properties and creates partnerships to deliver innovative healthcare buildings to improve the health, wealth and wellbeing of the UK with a focus on three core areas: GP surgeries, care homes and retirement housing.
10. MedicX Profit Forecast
On 11 December 2018, MedicX released its results for the year ended 30 September 2018. Included in the results announcement, annual report and annual results presentation was the following guidance for the financial year ending 30 September 2019, which for the purposes of Rule 28.1(c) of the Takeover Code constitutes an ordinary course profit forecast pursuant to Note 2(a) on Rule 28.1 of the Takeover Code:
"Going forward, the Company intends to continue to pay shareholders the dividend on a quarterly basis, in March, June, September and December of each financial year and on a growing covered basis. Subject to unforeseen circumstances and based on the current performance, the Directors are targeting dividends of 3.80p per share for the financial year ended 30 September 2019".
The MedicX Directors confirm that the MedicX Profit Forecast remains valid and confirm that the MedicX Profit Forecast has been properly compiled on the basis of the assumptions stated and that the basis of accounting used is consistent with MedicX's accounting policies.
The MedicX Profit Forecast does not take into account any impact of the Merger.
Appendix V of this Announcement sets out further information in relation to the MedicX Profit Forecast.
11. Dividends
Following Completion, MedicX Scheme Shareholders will benefit from an accelerated dividend cycle as PHP pays its quarterly dividends approximately one month before MedicX pays its dividend for the same quarter.
For each calendar quarter which ends before the Effective Date, MedicX Shareholders will be entitled to receive and retain the Permitted Dividends with any such dividend(s) having a record date of the earlier of: (i) the ordinary course MedicX record date for the dividend declared in respect of that calendar quarter; and (ii) the Scheme Record Time. PHP will ensure that the record date and ex-dividend date on its own dividend for the same quarter is set on or sufficiently before the Effective Date, such that MedicX Shareholders will not be entitled to receive the PHP dividend in respect of that calendar quarter in addition to the relevant Permitted Dividend.
Accordingly, MedicX Shareholders will also be entitled to receive and retain the MedicX quarterly dividend in respect of the period October to December 2018, which is expected to be declared at the time of MedicX's announcement of its results for that quarter in February 2019. Based on the expected timetable for Completion, MedicX Scheme Shareholders would also receive the PHP second quarterly interim dividend in 2019 expected to be paid in May 2019.
The New PHP Shares will be issued credited as fully paid-up and will rank pari passu in all respects with the PHP Shares in issue at the time the New PHP Shares are issued, including the right to receive and retain dividends and other distributions declared, made or paid by reference to a record date on or after the Effective Date.
Prior to Completion, a MedicX Scheme Shareholder will therefore receive, for any completed quarters prior to the Effective Date, the Permitted Dividend in respect of such quarter(s) and, following Completion and assuming the MedicX Scheme Shareholder has retained his/her shares in the Enlarged Company, dividends declared in the ordinary course on New PHP Shares with a record date on or after the Effective Date.
Other than Permitted Dividends, if any dividend or other distribution is authorised, declared, made or paid in respect of MedicX Shares on or after the date of this Announcement and with a record date on or before the Scheme Record Time, PHP reserves the right to adjust the Merger Ratio accordingly by reference to the amount per MedicX Share of all or part of any such dividend or other distribution.
PHP has agreed not to authorise, declare, make or pay any dividend or other distribution in excess of 1.40 pence per PHP Share per quarter on or after the date of this Announcement and prior to the Effective Date.
On 3 January 2019, PHP announced an interim dividend of 1.40 pence per PHP Share which will be paid on 22 February 2019 to PHP Shareholders on the register of members on 11 January 2019, in accordance with PHP's normal dividend timetable. MedicX Scheme Shareholders will not be entitled to receive this dividend.
Following Completion, the Enlarged Group will be committed to maintaining a fully-covered dividend, whilst paying out substantially all of its underlying earnings. The Merger is expected to deliver a material uplift in the dividend to be received by MedicX Scheme Shareholders - on the basis of the latest PHP quarterly dividend and the expected MedicX quarterly dividend for the MedicX financial year ending 30 September 2019, this would amount to an increase of 13.5 per cent.
12. Merger-related arrangements
Confidentiality Agreement
PHP and MedicX have entered into the Confidentiality Agreement, pursuant to which each has undertaken to keep certain information relating to the Merger and to the other party confidential and not to disclose such information to third parties, except to certain permitted disclosees for the purposes of evaluating the Merger or if required by applicable laws or regulations. The confidentiality obligations of each party under the Confidentiality Agreement continue for 24 months from 6 December 2018. The Confidentiality Agreement also contains customary: (a) non-solicit provisions, subject to customary carve-outs, for a period of 12 months from 6 December 2018; and (b) standstill provisions, subject to customary carve-outs, for a period of six months from 6 December 2018.
Transitional Services Agreement
Under the terms of the Transitional Services Agreement, the MedicX Investment Management Agreement is to be terminated immediately upon Completion. Octopus Healthcare, the current MedicX investment adviser, and OAIFM, MedicX's existing investment manager, have agreed to provide access to books and records and such other transitional services as the parties may agree on arms' length terms following Completion. In addition, in the period prior to Completion, Octopus Healthcare and OAIFM will co-operate and consult with MedicX to identify any additional services or requirements which MedicX may require following termination of the MedicX Investment Management Agreement so as to allow MedicX and Nexus to minimise business disruption arising from termination of the MedicX Investment Management Agreement.
Other key terms of the Transitional Services Agreement include:
· a one-off, contractual termination payment of approximately £10 million, which will be payable by MedicX to Octopus Healthcare, on termination of the MedicX Investment Management Agreement (in addition to all accrued and unpaid fees and expenses up to the date of Completion);
· an obligation on Octopus Healthcare to indemnify MedicX for employment claims which relate to the period prior to the date of Completion or the failure by Octopus Healthcare to comply with its obligations under TUPE (save to the extent that such employment claims arise from, or relate to, the determination, act or omission of Nexus); and
· an undertaking by Nexus to comply with its statutory obligations under TUPE and an indemnity given by Nexus in favour of Octopus Healthcare for employment claims arising on or after the date of Completion or from the failure by Nexus to comply with its obligations under TUPE (save to the extent that such employment claims result from the act or omission of Octopus Healthcare or OAIFM.
The parties to the Transitional Services Agreement have agreed that, if the Panel determines that any provision of the Transitional Services Agreement that requires MedicX, Octopus Healthcare, OAIFM or Nexus to take or not to take action, whether as a direct obligation or as a condition to any other person's obligation (however expressed) prior to the date of Completion, is not permitted by Rule 21.2 of the Code, that provision shall have no effect and shall be disregarded.
13. PHP Shareholder approval
Approval of the Merger
The Merger constitutes a Class 1 transaction for PHP for the purposes of the Listing Rules. Accordingly, the Merger will be conditional on, inter alia, the requisite resolutions being passed by the PHP Shareholders at the PHP General Meeting.
Approval of the Deed of Variation and the TUPE Deed
As Harry Hyman is indirectly the majority shareholder of Nexus, which is the counterparty to the Deed of Variation and the TUPE Deed, as well as being both the managing director of Nexus and PHP, and Richard Howell, the finance director of PHP, is an employee of Nexus and PHP, they and Nexus are considered to be related parties of PHP for the purposes of Chapter 11 of the Listing Rules. Anita Hyman, as former spouse of Harry Hyman; and Fiona Howell, as spouse of Richard Howell, are also considered to be related parties of PHP for the purposes of Chapter 11 of the Listing Rules. As (i) Nexus Group Holdings Limited is a wholly owned subsidiary of Nexus Investco Limited, which is owned by Harry Hyman and his children; and (ii) Nexus Central Management Services Limited holds shares as trustee for Richard Howell, they are each considered to be related parties of PHP for the purposes of Chapter 11 of the Listing Rules.
Therefore, in accordance with the Listing Rules, Nexus, Harry Hyman, Anita Hyman, Richard Howell, Fiona Howell, Nexus Central Management Services Limited and Nexus Group Holdings Limited will not be able to vote on the resolution to approve the Related Party Transactions. Harry Hyman and Richard Howell have each undertaken not to vote on the Related Party Resolution and to take all reasonable steps to ensure that their associates will not vote on the Related Party Resolution. Both Harry Hyman and Richard Howell did not take part in the PHP Board's consideration of the Related Party Transactions.
Accordingly, the Deed of Variation and the TUPE Deed are each conditional upon the passing of an ordinary resolution of the Independent PHP Shareholders (which requires more than 50 per cent. of the votes cast by Independent PHP Shareholders to be cast in favour) to approve them. The Deed of Variation and TUPE Deed are also conditional upon Completion.
The key terms of the Deed of Variation and the TUPE Deed are described in paragraph 3 above.
Combined Circular and Prospectus
Pursuant to the Listing Rules, PHP is required to prepare and send to PHP Shareholders, as soon as is reasonably practicable, an explanatory circular summarising the background to and reasons for the Proposals. PHP is also required to publish a prospectus in connection with the issue of the New PHP Shares. Accordingly, PHP will prepare the Combined Circular and Prospectus which will contain a notice convening the PHP General Meeting and information relating to, amongst other things, the Enlarged Group and the New PHP Shares.
It is expected that the Combined Circular and Prospectus will be published and posted to PHP Shareholders and MedicX Shareholders at the same time as the Scheme Document is posted to MedicX Shareholders. It will also be made available by PHP on its website at www.phpgroup.co.uk/investors and MedicX on its website at http://www.medicxfund.com/investors. The PHP General Meeting will be held shortly before the MedicX Court Meeting and the MedicX General Meeting.
14. Structure of the Merger
Scheme of arrangement and New PHP Shares
It is intended that the Merger will be implemented by means of a Court-sanctioned scheme of arrangement under Part VIII of the Companies Law of Guernsey. The Scheme is an arrangement between MedicX and the MedicX Scheme Shareholders and is subject to the approval of the Court. The procedure involves, among other things, an application by MedicX to the Court to sanction the Scheme. If the Court sanctions the Scheme, the MedicX Scheme Shares held by the MedicX Scheme Shareholders will be transferred to PHP and, in consideration, PHP will issue New PHP Shares to the MedicX Scheme Shareholders on the basis of the Merger Ratio. The purpose of the Scheme is to provide for PHP to become the owner of the entire issued and to be issued ordinary share capital of MedicX.
Upon the Scheme becoming Effective it will be binding on all MedicX Scheme Shareholders, irrespective of whether or not they attended or voted at the MedicX Court Meeting and the MedicX General Meeting (and if they attended and voted, whether or not they voted in favour).
The New PHP Shares will be issued in registered form and will be capable of being held in both certificated and uncertificated form. The New PHP Shares will be issued by PHP to MedicX Scheme Shareholders no later than 14 days after the Effective Date. Fractions of the New PHP Shares will not be allotted or issued pursuant to the Merger, but entitlements of MedicX Scheme Shareholders will be rounded down to the nearest whole number of New PHP Shares and all fractions of New PHP Shares will be aggregated and sold in the market as soon as practicable after the Merger becomes Effective. The net proceeds of such sale (after deduction of all expenses and commissions incurred in connection with the sale) will be distributed in due proportions to MedicX Scheme Shareholders who would otherwise have been entitled to such fractions (rounded down to the nearest penny).
Conditions
The Merger is subject to the terms and conditions in Appendix I to this Announcement and on the further terms and conditions that will be set out in the Scheme Document.
The Merger will be conditional upon the Scheme becoming unconditional and becoming Effective, subject to the Takeover Code, by not later than 11.59 pm on the Long-stop Date.
Election to switch
Subject to obtaining the consent of the Panel, PHP reserves the right to elect to implement the Merger by way of a Takeover Offer as an alternative to the Scheme. In any such event a Takeover Offer would be implemented on the same terms, so far as applicable, as those which apply to the Scheme. Further details relating to this right are set out in the terms and conditions in Appendix I to this Announcement.
15. De-listing and cancellation of trading of MedicX Shares
It is intended that dealings in, and for registration of transfers of, MedicX Shares (other than the registration of the transfer of the MedicX Scheme Shares to PHP pursuant to the Scheme) will be suspended shortly before the Effective Date at a time to be set out in the Scheme Document. It is further intended that applications will be made to the London Stock Exchange to cancel trading in MedicX Shares on the Main Market of the London Stock Exchange, and to the UK Listing Authority to cancel the listing of the MedicX Shares on the Official List, in each case with effect from or shortly following the Effective Date.
On the first Business Day after the Effective Date, entitlements to MedicX Shares held within the CREST system will be cancelled, and share certificates in respect of MedicX Shares will cease to be valid.
16. Listing, dealing and settlement New PHP Shares
Prior to the Effective Date, an application will be made to the FCA and to the London Stock Exchange for the New PHP Shares to be admitted to the premium listing segment of the Official List and for such shares to be admitted to trading on the London Stock Exchange's market for listed securities. It is expected that Admission will become effective and that unconditional dealings in the New PHP Shares will commence on the London Stock Exchange at 8.00 am on the first Business Day following the Effective Date. The New PHP Shares will not be listed on any stock exchange other than the London Stock Exchange.
17. Expected timetable
The Scheme Document containing further details of the Merger will be despatched to MedicX Shareholders (other than to Restricted Overseas Persons) as soon as is reasonably practicable and, in any event, within 28 days of the date of this Announcement. The Scheme Document will include the anticipated timetable and will specify the necessary actions to be taken by MedicX Shareholders. However it is expected that the Merger will have an Effective Date in late March 2019.
18. Overseas
The distribution of this Announcement to, and the availability of the New PHP Shares to be issued pursuant to the Merger to, persons who are not resident in the United Kingdom, Guernsey or the United States may be affected by the laws of their relevant jurisdiction. Such persons should inform themselves of and observe any applicable legal or regulatory requirements of their jurisdiction. Further details in relation to Overseas Shareholders of MedicX will be found in the Scheme Document.
19. Disclosure of interests in MedicX Shares
Save in respect of the irrevocable undertakings referred to in paragraph 7 above, as at the close of business on the Latest Practicable Date neither PHP, nor any of its directors, nor, so far as PHP is aware, any person acting in concert (within the meaning of the Takeover Code) with it:
(i) had any interest in or right to subscribe for any relevant securities of MedicX;
(ii) had any short positions in respect of relevant securities of MedicX (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery;
(iii) had borrowed or lent any relevant securities of MedicX (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Takeover Code) save for any borrowed shares which have been either on-lent or resold; or
(iv) was a party to any dealing arrangement of the kind referred to in Note 11 on the definition of acting in concert in the Takeover Code.
20. Documents available on website
Copies of the following documents will be made available on PHP's and MedicX's websites at www.phpgroup.co.uk/investors and www.medicxfund.com/investors respectively, by no later than 12 noon (London time) on the Business Day following the date of this Announcement until the end of the Offer Period:
· this Announcement;
· the Confidentiality Agreement;
· the Transitional Services Agreement; and
· the irrevocable undertakings referred to in paragraph 7 above and summarised in Appendix III to this Announcement.
None of the contents of MedicX's website, the contents of PHP's website, or the content of any other website accessible from hyperlinks on either such website, is incorporated into or forms part of, this Announcement.
21. General
The bases and sources for certain financial information contained in this Announcement are set out in Appendix II. Details of undertakings received by PHP and given by the PHP Directors are set out in Appendix III. Information relating to the anticipated quantified financial benefits of the Merger is set out in Appendix IV. Further information in relation to the MedicX Profit Forecast is set out in Appendix V. Certain definitions and terms used in this Announcement are set out in Appendix VI.
For the purposes of Rule 28 of the Takeover Code, the Quantified Financial Benefits Statement is the responsibility of PHP and the PHP Directors. Appendix IV sets out the Quantified Financial Benefits Statement relating to cost savings and synergies arising out of the Merger and provides underlying information and bases of belief. Appendix IV also includes reports from PHP's reporting accountant, Deloitte, and its joint financial advisers, Numis and Peel Hunt, in connection with the Quantified Financial Benefits Statement, as required pursuant to Rule 28.1(a) of the Takeover Code, and provides underlying information and bases for the accountant's and advisers' respective reports.
Each of Deloitte, Evercore, Numis and Peel Hunt have given and not withdrawn their consent to the publication of this Announcement with the inclusion herein of the references to their opinions and names in the form and context in which they are included.
Legal advisers
CMS Cameron McKenna Nabarro Olswang LLP is retained as legal adviser to PHP. Ashurst LLP is retained as legal adviser to MedicX.
Financial advisers
Numis, which is authorised and regulated by the FCA, is acting exclusively as financial adviser to PHP and no one else in connection with the Proposals and will not be responsible to anyone other than PHP for providing the protections afforded to clients of Numis nor for providing advice in connection with the Proposals or any matter referred to herein.
Peel Hunt, which is authorised and regulated by the FCA, is acting exclusively as financial adviser to PHP and no one else in connection with the Proposals and will not be responsible to anyone other than PHP for providing the protections afforded to clients of Peel Hunt nor for providing advice in connection with the Proposals or any matter referred to herein.
Evercore, which is authorised and regulated by the FCA in the UK, is acting exclusively as financial adviser to MedicX and no one else in connection with the Merger and will not be responsible to anyone other than MedicX for providing the protections afforded to clients of Evercore nor for providing advice in connection with the matters referred to herein. Neither Evercore nor any of its subsidiaries, branches or affiliates 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 Evercore in connection with this Announcement, any statement contained herein, the acquisition or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by FSMA, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this Announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this Announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with MedicX or the matters described in this Announcement. To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this Announcement or any statement contained therein.
Taurus, a trading name of Liberum which is authorised and regulated by the FCA, is acting exclusively as independent adviser to MedicX and no one else in connection with the Merger and will not be responsible to anyone other than MedicX for providing the protections afforded to clients of Taurus nor for providing advice in connection with the Merger or any matter referred to herein.
Canaccord, which is authorised and regulated by the FCA, is acting exclusively as corporate broker to MedicX and no one else in connection with the Merger and will not be responsible to anyone other than MedicX for providing the protections afforded to clients of Canaccord nor for providing advice in connection with the Merger or any matter referred to herein.
Liberum, which is authorised and regulated by the FCA, is acting exclusively as corporate broker to MedicX and no one else in connection with the Merger and will not be responsible to anyone other than MedicX for providing the protections afforded to clients of Liberum nor for providing advice in connection with the Merger or any matter referred to herein.
Further information
This Announcement is for information purposes only. It is not intended to and does not constitute, or form part of, any 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 Merger or otherwise, nor shall there be any sale, issuance or transfer of securities of MedicX pursuant to the Merger or otherwise in any jurisdiction in contravention of applicable law. The Merger will be implemented solely by means of the Scheme Document (or, in the event that the Merger is to be implemented by means of a Takeover Offer, the offer document) or any document by which the Merger is made which will contain the full terms and conditions of the Merger, including details of how to vote in respect of the Merger.
MedicX will prepare the Scheme Document to be distributed to MedicX Shareholders. MedicX and PHP urge MedicX Shareholders to read the Scheme Document and the Combined Circular and Prospectus carefully as each will contain important information relating to the Merger. MedicX Shareholders are also advised to read the Combined Circular and Prospectus, which will be distributed to them by PHP, as it will contain important information relating to the New PHP Shares. Any vote, decision in respect of or other response to the Merger (or the Scheme, if applicable) should only be made on the basis of the information contained in the Scheme Document and Combined Circular and Prospectus. Each MedicX Shareholder is urged to consult its independent professional advisers immediately regarding the tax consequences of the Merger applicable to them.
It is expected that the Scheme Document (including notices of the MedicX Shareholder Meetings) together with the relevant Forms of Proxy, will be posted to MedicX Shareholders as soon as is reasonably practicable and in any event within 28 days of this Announcement, unless otherwise agreed with the Panel.
PHP will prepare the Combined Circular and Prospectus to be distributed to PHP Shareholders and which will be available on PHP's website at www.phpgroup.co.uk/investors and MedicX's website at www.medicxfund.com/investors. PHP urges PHP Shareholders to read the Combined Circular and Prospectus when it becomes available as it will contain important information relating to the Proposals. Any approval, decision or other response to the Proposals 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 Merger once it has been despatched. It is expected that the Combined Circular and Prospectus (including the notice of the PHP General Meeting) together with the relevant form of proxy, will be posted to PHP Shareholders as soon as is reasonably practicable and in any event within 28 days of this Announcement, unless otherwise agreed with the Panel.
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. Nothing contained in this Announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of MedicX or the MedicX Group or PHP or the PHP Group except where otherwise stated.
This Announcement does not constitute a prospectus or prospectus equivalent document. The New PHP Shares to be issued pursuant to the Merger are not being offered to the public by means of this Announcement. The Merger will be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange and the UK Listing Authority.
Please be aware that addresses, electronic addresses and certain other information provided by MedicX Shareholders, persons with information rights and other relevant persons for the receipt of communication by MedicX may be provided to PHP during the Offer Period as required by Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c).
Overseas Shareholders
This Announcement has been prepared for the purpose of complying with Guernsey law, English law, the Takeover Code, the Market Abuse Regulation 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 of England or Guernsey.
The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom or Guernsey may be restricted by law and/or regulation. Persons who are not resident in the United Kingdom or Guernsey, or who are subject to other jurisdictions should inform themselves of, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom or Guernsey or who are subject to the laws of another jurisdiction to participate in the Merger or to vote their MedicX Scheme Shares in respect of the Scheme at the MedicX Court Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the MedicX Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located or to which they are subject. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Merger disclaim any responsibility or liability for the violation of such restrictions by any person.
Unless otherwise determined by PHP or required by the Takeover Code and permitted by applicable law and regulation, participation in the Merger will not be made available, 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 vote in favour of the Merger by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and all documentation relating to the Merger are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Merger (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions as doing so may invalidate any purported vote in respect of the Merger.
If the Merger is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.
The availability of the New PHP Shares under the Merger to MedicX Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable legal or regulatory requirements.
Further details in relation to Overseas Shareholders will be contained in the Scheme Document.
Notice to US investors
The Merger relates to the securities of a Guernsey company with a listing on the London Stock Exchange and is proposed to be implemented pursuant to a scheme of arrangement provided for under the Companies Law of Guernsey. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Scheme is subject to procedural and disclosure requirements and practices applicable to a scheme of arrangement involving a target company in Guernsey listed on the London Stock Exchange, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules. If in the future PHP exercises its right to implement the Merger by way of a Takeover Offer, such Takeover Offer will be made in compliance with all applicable laws and regulations, including, without limitation, to the extent applicable, Section 14(e) of the US Exchange Act and Regulation 14E thereunder, and subject, in the case of participation by MedicX Shareholders resident in the United States, to the availability of an exemption (if any) from the registration requirements of the US Securities Act and of the securities laws of any state or other jurisdiction of the United States. Such Takeover Offer would be made by PHP and no one else. In addition to any such Takeover Offer, PHP, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in MedicX outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made, they would be made outside the United States and would comply with applicable law, including the US Exchange Act. Any information about such purchases will be disclosed as required in the United Kingdom and Guernsey, will be reported to a Regulatory Information Service of the UK Listing Authority and will be available on the London Stock Exchange website: http://www.londonstockexchange.com/.
The financial information included in this Announcement and other documentation related to the Merger has been or will have been prepared in accordance with International Financial Reporting Standards and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.
The New PHP Shares to be issued under the Scheme have not been and will not be registered under the US Securities Act or under any laws or with any securities regulatory authority of any state or other jurisdiction of the United States and may only be offered or sold in the US in reliance on an exemption from the registration requirements of the US Securities Act. The New PHP Shares are expected to be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. MedicX Shareholders who are or will be affiliates of PHP or MedicX prior to, or of PHP after, the Effective Date will be subject to certain US transfer restrictions relating to the New PHP Shares received pursuant to the Scheme as will be further described in the Scheme Document.
For the purposes of qualifying for the exemption from the registration requirements of the US Securities Act afforded by Section 3(a)(10) thereunder, MedicX will advise the Court through PHP's counsel that its sanctioning of the Scheme will be relied on by PHP as an approval of the Scheme following a hearing on the fairness of the terms and conditions of the Scheme to MedicX Shareholders.
None of the securities referred to in this Announcement have been approved or disapproved by the SEC or any US state securities commission, nor have any such authorities passed judgment upon the fairness or the merits of the Merger or determined if this Announcement is accurate or complete. Any representation to the contrary is a criminal offence in the United States.
US holders of MedicX Shares also should be aware that the transaction contemplated herein may have tax consequences in the United States and that such consequences, if any, are not described herein. US holders of MedicX Shares are urged to consult with independent professional advisors regarding the legal, tax and financial consequences of the Merger applicable to them,
It may be difficult for US holders of MedicX Shares to enforce their rights and claims arising out of the US federal securities laws since PHP and MedicX are organized in countries other than the US and some or all of their officers and directors may be residents of, and some or all of their assets may be located in, jurisdictions other than the US. US holders of MedicX Shares may have difficulty effecting service of process within the US upon those persons or recovering against judgments of US courts, including judgments based upon the civil liability provisions of the US federal securities laws. US holders of MedicX Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.
Further details in relation to US investors will be contained in the Scheme Document.
Forward looking statements
This Announcement (including information incorporated by reference into this Announcement), any oral statements made by PHP or MedicX in relation to the Merger and other information published by PHP or MedicX may contain statements about PHP, MedicX and the Enlarged Group that are or may be forward looking statements. All statements other than statements of historical facts included in this Announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "goals", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects", hopes", "continues", "would", "could", "should" or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements 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; and (ii) business and management strategies and the expansion and growth of PHP's or MedicX's or the Enlarged Group's operations and potential synergies resulting from the Merger.
Such forward looking statements involve risks and uncertainties that could significantly affect expected results and/or the operations of PHP, MedicX or the Enlarged Group and are based on certain assumptions and assessments made by PHP and MedicX in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. Except as expressly provided in this Announcement, they have not been reviewed by the auditors of PHP or MedicX. Although it is believed that the expectations reflected in such forward looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place reliance on these forward looking statements which speak only as at the date of this Announcement. Neither MedicX nor PHP, nor any of their respective members, directors, officers, employees, advisers and any person acting on behalf of one or more of them assumes any obligation to update or correct the information contained in this Announcement (whether as a result of new information, future events or otherwise) except as required by applicable law (including as required by the Takeover Code, the Listing Rules and the Disclosure Guidance and Transparency Rules).
There are several factors which could cause actual results to differ materially from those expressed or implied in forward looking statements. Among the factors that could cause actual results to differ materially from those described in the forward looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business acquisitions or disposals. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.
No member of PHP or MedicX, nor any of their respective associates, directors, officers, employees 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.
Quantified Financial Benefits Statement
Statements of estimated cost savings and synergies relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. Neither the Quantified Financial Benefits Statement nor any other statement in this Announcement should be construed as a profit forecast (other than the MedicX Profit Forecast) or interpreted to mean that the Enlarged Group's earnings in the first full year following Completion, or in any subsequent period, would necessarily match or be greater than or be less than those of PHP or MedicX for the relevant preceding financial period or any other period. For the purposes of Rule 28 of the Takeover Code, the Quantified Financial Benefits Statement contained in this Announcement is the responsibility of PHP and the PHP Directors.
Profit forecasts and estimates
The MedicX Profit Forecast is a profit forecast for the purposes of Rule 28 of the Takeover Code. The MedicX Profit Forecast is repeated in Appendix V, together with the confirmations by the directors of MedicX in the terms required by Rule 28.1(c)(i) of the Takeover Code, in accordance with Note 2(a) on Rule 28.1 of the Takeover Code.
Other than the MedicX Profit Forecast, no statement in this Announcement is intended to constitute a profit forecast or profit estimate and no statement in this Announcement should be interpreted to mean that the earnings or future earnings per share of or dividends or future dividends per share of PHP and/or MedicX for current or future financial years will necessarily match or exceed the historical or published earnings or dividends per share of PHP or MedicX, as appropriate.
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 the figures that precede them.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. 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 per cent. 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 of the Takeover Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Takeover Code 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 of the Takeover Code.
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 either of them (see Rules 8.1, 8.2 and 8.4 of the Takeover Code).
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 Takeover 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.
Rule 2.9 Disclosure
In accordance with Rule 2.9 of the Takeover Code, MedicX announces that, excluding 2,786,259 ordinary shares of no par value each held in treasury, as at close of business on the Latest Practicable Date, it has 442,916,140 ordinary shares of no par value in issue and admitted to trading on the London Stock Exchange. The International Securities Identification Number (ISIN) of the MedicX Shares is GG00B1DVQL92.
In accordance with Rule 2.9 of the Takeover Code, PHP announces that as at close of business on the Latest Practicable Date, it has 771,730,160 ordinary shares of 12.5 pence each in issue and admitted to issue on the London Stock Exchange. PHP has no ordinary shares held in Treasury. The ISIN of the PHP Shares is GB00BYRJ5J14.
Requesting Hard Copy Documents
Pursuant to Rule 30.3 of the Takeover Code, a person so entitled may request a copy of this Announcement and any information incorporated into it by reference to another source in hard copy form. A person may also request that all future documents, announcements and information to be sent to that person in relation to the Merger 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 from either (1) PHP by contacting the PHP Company Secretary at its principal executive office in London during business hours on +44 (0) 20 7451 7050 or by submitting a request in writing to the PHP Company Secretary at 5th Floor, Greener House, 66-68 Haymarket, London SW1Y 4RF; or (2) MedicX by contacting Link Asset Services on 0371 664 0321 within the United Kingdom or +44 (0) 371 664 0300 from overseas or by submitting a request in writing to The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU or to shareholderenquiries@linkgroup.co.uk.
Publication on website
A copy of this Announcement will be made available, free of charge subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at www.phpgroup.co.uk/investors and http://www.medicxfund.com/investors by no later than 12 noon (London time) on the Business Day following the date of this Announcement.
Neither the content of the websites referred to in this Announcement nor the content of any website accessible from hyperlinks on PHP's website (or any other website) is incorporated into, or forms part of, this Announcement.
The Merger is subject to the provisions of the Takeover Code.
APPENDIX I
CONDITIONS AND FURTHER TERMS OF THE MERGER
Part A: The Conditions
1. The Merger will be conditional upon the Scheme becoming unconditional and becoming Effective, subject to the Takeover Code, by not later than 11.59 pm on the Long-stop Date.
2. The Scheme will be conditional upon:
(a)
i. the approval of the Scheme by a majority in number representing 75 per cent. or more in value of the MedicX Scheme Shareholders entitled to vote and present and voting, either in person or by proxy, at the MedicX Court Meeting and at any separate class meeting which may be required by the Court or at any adjournment of any such meeting; and
ii. the MedicX Court Meeting and any separate class meeting which may be required by the Court or any adjournment of any such meeting being held on or before the 22nd day after the expected date of the MedicX Court Meeting, to be set out in the Scheme Document (or such later date as may be agreed by PHP and MedicX in writing and the Court may allow);
(b)
i. all resolutions in connection with, or necessary to approve and implement the Scheme, as set out in the notice of the MedicX General Meeting, being duly passed by the requisite majority or majorities at the MedicX General Meeting, or at any adjournment of that meeting; and
ii. the MedicX General Meeting or any adjournment of that meeting being held on or before the 22nd day after the expected date of the MedicX General Meeting, to be set out in the Scheme Document (or such later date as may be agreed by PHP and MedicX in writing and the Court may allow); and
(c)
i. the sanction of the Scheme (without modification, or with such modifications as are agreed by PHP and MedicX) by the Court; and
ii. the Court Hearing being held on or before the 22nd day after the expected date of the Court Hearing, to be set out in the Scheme Document (or such later date as may be agreed by PHP and MedicX in writing and the Court may allow).
3. In addition, subject as stated in Part B of this Appendix I and to the requirements of the Panel, the Merger will be conditional upon the following conditions and, accordingly, the necessary actions to make the Scheme Effective will only be taken on the satisfaction or, where relevant, waiver of the following conditions:
(a) the passing at the PHP General Meeting (or at any adjournment of that meeting), in each case by the requisite majority of PHP Shareholders, of such resolution or resolutions to approve, effect and implement the Merger including: (a) the Merger Resolution; and (b) the Related Party Resolution;
(b)
i. the FCA having acknowledged to PHP or its agent (and such acknowledgement not having been withdrawn) that the application for the admission of the New PHP Shares to the Official List with a premium listing has been approved and (after satisfaction of any conditions to which such approval is expressed to be subject ("Listing Conditions")) will become effective as soon as a dealing notice has been issued by the FCA and any Listing Conditions having been satisfied; and
ii. the London Stock Exchange having acknowledged to PHP or its agent (and such acknowledgement not having been withdrawn) that the New PHP Shares will be admitted to trading on the Main Market.
(c) no Third Party having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or having enacted, made or proposed any statute, regulation, decision, order or change to published practice and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to (in any case which is material in the context of the Merger):
i. make the Merger, its implementation or the acquisition or the proposed acquisition by PHP or any member of the Wider PHP Group of any shares or other securities in, or control or management of, MedicX or any member of the Wider MedicX Group void, illegal or unenforceable in any jurisdiction, or otherwise directly or indirectly restrain, prevent, prohibit, restrict, delay or otherwise materially adversely interfere with the same or impose additional conditions or obligations with respect to the Merger (or its implementation) or such acquisition, or otherwise impede, challenge or interfere with the Merger (or its implementation) or such acquisition, or require material adverse amendment to the terms of the Merger or the acquisition or proposed acquisition of any MedicX Shares or the acquisition of control or management of MedicX or any member of the Wider MedicX Group by PHP or any member of the Wider PHP Group;
ii. materially limit or delay the ability of any member of the Wider PHP Group or any member of the Wider MedicX Group to acquire or to hold or to exercise effectively, directly or indirectly, all or any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise voting or management control over, any member of the Wider MedicX Group or any member of the Wider PHP Group, as the case may be, taken as a whole;
iii. require, prevent or materially delay any divestiture or alter the terms envisaged for any proposed divestiture by any member of the Wider PHP Group of any shares or other securities in MedicX or any member of the Wider MedicX Group;
iv. require, prevent or materially delay any divestiture or alter the terms envisaged for any proposed divestiture by any member of the Wider PHP Group or by any member of the Wider MedicX Group of all or any part of their respective businesses, assets or properties or limit the ability of any of them to conduct all or any part of their respective businesses or to own or control any of their respective assets or properties or any part thereof (in any case to an extent which is or is reasonably likely to be material in the context of the Wider PHP Group or the Wider MedicX Group, as the case may be, taken as a whole);
v. require (save as envisaged in the implementation of the Merger or by Part XVIII of the Companies Law of Guernsey), any member of the Wider PHP Group or of the Wider MedicX Group to subscribe for or acquire, or to offer to subscribe for or acquire, any shares or other securities (or the equivalent) or interest in any member of the Wider MedicX Group or the Wider PHP Group;
vi. materially limit the ability of any member of the Wider PHP Group or of the Wider MedicX Group to integrate or co-ordinate its business, or any part of it, with the businesses or any part of the businesses of any other member of the Wider PHP Group and/or of the Wider MedicX Group in each case in a manner which is material in the context of the Merger, or as the case may be, in the context of the Wider PHP Group or the Wider MedicX Group, as the case may be, taken as a whole;
vii. result in any member of the Wider PHP Group or the Wider MedicX Group ceasing to be able to carry on business under any name under which it presently does so (in any case to an extent which is material in the context of the Wider PHP Group or the Wider MedicX Group, as the case may be, taken as a whole); or
viii. otherwise adversely affect the business, assets, profits, financial or trading position or prospects of any member of the Wider PHP Group or of any member of the Wider MedicX Group to an extent which is adverse to and material in the context of the Wider PHP Group or the Wider MedicX Group, as the case may be, in either case, taken as a whole;
and all applicable waiting and other time periods during which any such Third Party could decide to take, institute, implement or threaten such actions, proceedings, suit, investigation, enquiry or reference or take any other step under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or been terminated (as the case may be);
(d) all material notifications, filings and/or applications which are necessary having been made, all appropriate waiting and other time periods (including any extensions of such waiting and other time periods) under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or terminated (as appropriate) and all statutory or regulatory obligations in any relevant jurisdiction having been complied with, in each case in connection with the Merger or the acquisition or proposed acquisition of any shares or other securities in, or control of, MedicX or any other member of the Wider MedicX Group by any member of the Wider PHP Group or the carrying on by any member of the Wider MedicX Group of its business;
(e) all Authorisations which are necessary in any relevant jurisdiction for or in respect of the Merger (or its implementation) or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, MedicX or any other member of the Wider MedicX Group by PHP or any member of the Wider PHP Group or the carrying on by any member of the Wider MedicX Group of its business having been obtained, in terms and in a form reasonably satisfactory to PHP from all appropriate Third Parties or from any persons or bodies with whom any member of the Wider PHP Group or any member of the Wider MedicX Group has entered into contractual arrangements and such Authorisations together with all authorisations necessary for any member of the Wider MedicX Group to carry on its business remaining in full force and effect, and there being no notice or other intimation of any intention to revoke, suspend, restrict, modify or not to renew any of the same having been made in connection with the Merger or any other matter directly, or indirectly, arising from the Merger (or its implementation), in each case where the absence of such Authorisation would have a material adverse effect on the Wider MedicX Group or the Wider PHP Group taken as a whole and all necessary statutory or regulatory obligations in any relevant jurisdiction having been complied with;
(f) save as Disclosed, there being no provision of any arrangement, agreement, lease, licence, permit, franchise or other instrument to which any member of the Wider MedicX Group, is a party, or by or to which any such member or any of its assets is or may be bound, entitled or subject, or any circumstance, which, in each case as a consequence of the Merger (or its implementation) or the acquisition or proposed acquisition by PHP or any member of the Wider PHP Group or otherwise of any shares or other securities (or the equivalent) in, or control or management of, MedicX or any other member of the Wider MedicX Group, could reasonably be expected to result in, in any case to an extent which is or would be material in the context of the Wider MedicX Group taken as a whole:
i. any monies borrowed by or any other indebtedness or liabilities (actual or contingent) of, or any grant available to, any member of the Wider MedicX Group, being or becoming repayable or being capable of being declared repayable immediately or prior to their or its stated maturity or the ability of any member of the Wider MedicX Group to borrow monies or incur any indebtedness being withdrawn or inhibited or becoming capable of being withdrawn or inhibited;
ii. the creation (save in the ordinary and usual course of business) or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property, assets or interests of any member of the Wider MedicX Group or any such mortgage, charge or other security interest (wherever and whenever created, arising or having arisen) becoming enforceable;
iii. any such arrangement, agreement, lease, licence, permit, franchise or instrument, or the rights, liabilities, obligations or interests of any member of the Wider MedicX Group, thereunder, being, or becoming capable of being, terminated or adversely modified or affected or any adverse action being taken or arising thereunder or any onerous obligation or liability arising thereunder;
iv. any asset or interest of any member of the Wider MedicX Group or any asset the use of which is enjoyed by any member of the Wider MedicX Group being or falling to be disposed of or charged or ceasing to be available to any member of the Wider MedicX Group or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any member of the Wider MedicX Group otherwise than in the ordinary course of business;
v. any member of the Wider MedicX Group ceasing to be able to carry on business under any name under which it presently does so;
vi. the creation or assumption of any liabilities (actual or contingent) by any member of the Wider MedicX Group, other than in the ordinary course of business;
vii. the rights, liabilities, obligations or interests of any member of the Wider MedicX Group under any such arrangement, agreement, lease, licence, permit, franchise or other instrument or the interests or business of any such member in or with any other person, firm, company or body (or any agreements or arrangements relating to any such interests or business) being terminated, adversely modified or affected;
viii. the financial or trading position or the value or the profits of MedicX or of any member of the Wider MedicX Group being prejudiced or adversely affected;
ix. the creation of any liability (actual or contingent) by any member of the Wider MedicX Group other than the creation of liabilities incurred in the ordinary course of business; or
x. any member of the Wider MedicX Group being required to acquire or repay any shares in and/or indebtedness of any member of the Wider MedicX Group owed by or owed to any third party;
and no event having occurred which, under any provision of any such arrangement, agreement, lease, license, permit, franchise or other instrument to which any member of the Wider MedicX Group is a party, or by or to which any such member or any of its assets may be found entitled or subject, could result in any of the events or circumstances which are referred to in sub-paragraphs (i) to (x) of this Condition 3(f) in any case to an extent which is or would be material in the context of the Wider MedicX Group as a whole;
(g) save as Disclosed, no member of the Wider MedicX Group having since 30 September 2018:
i. issued or agreed to issue, or authorised or proposed or announced its intention to authorise or propose the issue of, additional shares or securities of any class, or securities convertible into or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities (save as between MedicX and its wholly-owned subsidiaries or between such wholly-owned subsidiaries);
ii. purchased or redeemed or repaid or proposed the purchase, redemption or repayment of any of its own shares or other securities (or the equivalent) or reduced or, made or authorised any other change to any part of its share capital other than pursuant to the implementation of the Merger;
iii. recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus issue, dividend or other distribution, whether payable in cash or otherwise save for the Permitted Dividends and any dividend declared before the Effective Date by any wholly-owned subsidiary of MedicX to MedicX or any of their respective wholly-owned subsidiaries;
iv. save for transactions between MedicX and its respective wholly-owned subsidiaries, or between such wholly-owned subsidiaries, made, authorised, proposed or announced an intention to make, propose or authorise any change in its loan capital, in any such case to an extent which is material in the context of the Wider MedicX Group taken as a whole;
v. undertaken:
(a) a conversion under Part V of the Companies Law of Guernsey;
(b) an amalgamation under Part VI of the Companies Law of Guernsey;
(c) a migration under Part VII of the Companies Law of Guernsey; or
(d) an arrangement or reconstruction (other than the Scheme) under Part VIII of the Companies Law of Guernsey;
vi. save for transactions between MedicX and its respective wholly-owned subsidiaries, or between such wholly-owned subsidiaries, merged with, demerged or acquired any body corporate, partnership or business or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any material assets or any right, title or interest in any material assets (including shares in any undertaking and trade investments) or authorised, proposed or announced the same, in any such case to an extent which is material in the context of the Wider MedicX Group taken as a whole;
vii. issued, authorised or proposed or announced an intention to authorise or propose the issue of, or made any change in or to, any debentures or, other than trade credit incurred in the ordinary course of business, incurred or increased any indebtedness or liability (actual or contingent) except as between MedicX and any of its wholly-owned subsidiaries, or between such wholly-owned subsidiaries, which in any case is material in the context of the Wider MedicX Group taken as a whole;
viii. entered into, varied, authorised, proposed or announced an intention to enter into or vary any contract, agreement, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) which:
(a) is of a long term, onerous or unusual nature or magnitude or which involves or is or is reasonably likely to involve an obligation of such a nature or magnitude;
(b) restricts or could reasonably be expected to restrict the business of any member of the Wider MedicX Group; or
(c) is other than in the ordinary course of business,
and which is, in any such case, material in the context of the Wider MedicX Group taken as a whole;
ix. entered into, implemented, effected or authorised any merger, demerger, reconstruction, amalgamation, scheme, commitment or other transaction or arrangement in respect of itself or another member of the Wider MedicX Group;
x. entered into or varied or made an offer (which remains open for acceptance) to vary the terms of any contract, agreement, letter of appointment, commitment or arrangement with any of the directors of any member of the Wider MedicX Group as appropriate, save for fee increases and bonuses not resulting in total annual remuneration of any individual exceeding the immediately preceding year's remuneration by more than three per cent. or other bonuses or variations of terms in the ordinary course of business, which are not material in the context of the Wider MedicX Group taken as a whole;
xi. other than in respect of any member of the Wider MedicX Group which is dormant and was solvent at the relevant time, taken any corporate action or had any step, application, filing in court, notice or legal proceedings started, served, instituted or threatened against it or petition presented or order made for its winding-up (voluntarily or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of all or any material part of its assets and revenues or any analogous proceedings in any jurisdiction which in any case is material in the context of the Wider MedicX Group taken as a whole;
xii. been unable, or admitted in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or having entered into or taken steps to enter into a moratorium, composition, compromise or arrangement with its creditors in respect of its debts or ceased or threatened to cease carrying on all or a substantial part of its business;
xiii. waived, settled or compromised any claim (other than in the ordinary and usual course of business) to an extent which is material in the context of the Wider MedicX Group taken as a whole;
xiv. terminated or varied the terms of any agreement or arrangement between any member of the Wider MedicX Group and any other person in a manner which would or might reasonably be expected to have a material adverse effect on the financial position or prospects of the Wider MedicX Group taken as a whole;
xv. made any alteration to its articles of association other than as required to implement the Merger;
xvi. put in place any pension schemes for its directors or their dependants or made or agreed or consented to any change to:
(a) the terms of the trust deeds constituting the pension schemes (if any) established for its directors or their dependants; or
(b) the benefits which accrue, or to the pensions which are payable, thereunder; or
(c) the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or
(d) the basis upon which the liabilities (including pensions) of such pension schemes are funded or made,
or agreed or consented to any change to the trustees involving the appointment of a trust corporation; and
xvii. entered into any contract, agreement, commitment or arrangement or passed any resolution or made any offer (which remains open for acceptance) or proposed or announced any intention with respect to any of the transactions, matters or events referred to in this Condition (g);
(h) since 30 September 2018, save as Disclosed:
i. no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits or prospects of any member of the Wider MedicX Group which in any case is material in the context of the Wider MedicX Group taken as a whole;
ii. no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider MedicX Group is or may become a party (whether as plaintiff, defendant or otherwise) having been threatened, announced, implemented or instituted by or against or remaining outstanding against or in respect of any member of the Wider MedicX Group which in any case is material in the context of the Wider MedicX Group taken as a whole;
iii. no enquiry or investigation by, or complaint or reference to, any Third Party having been threatened, announced, implemented, instituted by or against or remaining outstanding against or in respect of any member of the Wider MedicX Group which in any such case might reasonably be expected to be material in the context of the Wider MedicX Group taken as a whole;
iv. outside of the ordinary course of business, no contingent or other liability having arisen or become apparent to any member of the PHP Group or increased which might reasonably be expected to adversely affect any member of the Wider MedicX Group which is material in the context of the Wider MedicX Group taken as a whole;
v. no claim being made and no circumstance having arisen which might reasonably be expected to lead to a claim being made under the insurance of any member of the Wider MedicX Group where such claim would not be covered by such insurance and where such claim is material in the context of the Wider MedicX Group taken as a whole; and
vi. no steps having been taken which are reasonably likely to result in the withdrawal, cancellation or termination or modification of any licence, permit or consent held by any member of the Wider MedicX Group which is necessary for the proper carrying on by such member of its business and which is material in the context of the Wider MedicX Group;
(i) PHP not having discovered (other than to the extent Disclosed):
i. that any financial or business or other information concerning the Wider MedicX Group disclosed at any time by or on behalf of any member of the Wider MedicX Group, whether publicly, to any member of the Wider PHP Group or otherwise, is materially misleading or contains any material misrepresentation of fact or omits to state a fact necessary to make any information contained therein not materially misleading and which has not subsequently been corrected before the date of this Announcement (in the case of information disclosed publicly, by disclosure by or on behalf of the MedicX Group through the publication of an announcement via a Regulatory Information Service); or
ii. that any member of the Wider MedicX Group, is subject to any liability (actual or contingent) which is material in the context of the Wider MedicX Group taken as a whole and which is not disclosed in the annual report and accounts of the MedicX Group for the financial year ended 30 September 2018; or
iii. any information which affects the import of any information disclosed to PHP at any time by or on behalf of any member of the Wider MedicX Group to an extent which is material and adverse in the context of the Wider MedicX Group taken as a whole;
(j) PHP not having discovered that:
i. any past or present member, director, officer or employee of the Wider MedicX Group is or has at any time engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption legislation or any person that performs or has performed services for or on behalf of the Wider MedicX Group is or has at any time engaged in any activity, practice or conduct in connection with the performance of such services which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption legislation; or
ii. any asset of any member of the Wider MedicX Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition); or
iii. any past or present member, director, officer or employee of the Wider MedicX Group, or any other person for whom any such person may be liable or responsible, has engaged in any business with, made any investments in, made any funds or assets available to or received any funds or assets from: (a) any government, entity or individual in respect of which European Union persons, or persons operating in those territories, are prohibited from engaging in activities or doing business, or from receiving or making available funds or economic resources, by European Union laws or regulations, including the economic sanctions administered by HM Treasury in the United Kingdom; or (b) any government, entity or individual targeted by any of the economic sanctions of the United Nations or the European Union or any of its member states; or
iv. a member of the Wider MedicX Group being engaged in any transaction which would cause PHP to be in breach of any law or regulation upon its acquisition of MedicX, including the economic sanctions of HM Treasury in the United Kingdom, or any government, entity or individual targeted by any of the economic sanctions of the United Nations, the European Union or any of its member states; and
(k) save as Disclosed, PHP not having discovered that:
i. any past or present member of the Wider MedicX Group has failed to comply with any applicable legislation, regulations or common law of any jurisdiction or any notice, order or requirement of any Third Party with regard to the use, treatment, handling, storage, transport, release, disposal, discharge, presence, spillage, leak or emission of any waste or hazardous or harmful substance or any substance likely to impair the environment or harm human or animal health, or otherwise relating to environmental matters or the health and safety of any person, or that there has otherwise been any such use, treatment, handling, storage, transport, release, disposal, discharge, presence, spillage, leak or emission (whether or not the same constituted non-compliance by any person with any legislation, regulations or law and wherever the same may have taken place) which, in any case, would be reasonably likely to give rise to any liability (whether actual or contingent) or cost on the part of any member of the Wider MedicX Group which in any case is material in the context of the Wider MedicX Group taken as a whole; or
ii. there is, or is reasonably likely to be, any obligation or liability, whether actual or contingent, to make good, repair, reinstate, remedy or clean up any property now or previously owned, occupied, operated or made use of or controlled by any past or present member of the Wider MedicX Group or any other property or controlled waters under any environmental legislation, regulation, common law, notice, circular, order or other lawful requirement of any relevant authority or Third Party in any jurisdiction or otherwise which in any case is material in the context of the Wider MedicX Group taken as a whole.
Part B: Waiver of Conditions and further terms of the Merger and the Scheme
1. Subject to the requirements of the Panel or, if required, by the Court, PHP reserves the right to waive all or any of the conditions in Part A above in whole or in part save for the conditions contained in Conditions 1, 2(a)(i), 2(b)(i), 2(c)(i), 3(a) and 3(b) which cannot be waived. Conditions 2(a), 2(b) and 3(a) to 3(k) (inclusive) in Part A above must each be fulfilled by, or (if capable of waiver) be waived by, no later than 11.59 pm on the date immediately preceding the date of the Court Hearing (or such later date as PHP, MedicX, the Panel and, if required, the Court may allow) failing which the Merger will lapse.
2. The Merger will lapse if the Scheme does not become Effective by no later than 11.59 pm on the Long-stop Date.
3. PHP shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of the conditions by a date earlier than the latest date of the fulfilment of that condition notwithstanding that the other conditions to the Merger may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any such conditions may not be capable of fulfilment.
4. The Scheme and the Merger will lapse if there is a CMA Phase 2 Reference before the later of the MedicX Court Meeting and the MedicX General Meeting. In such event, PHP will not be bound by the terms of the Scheme.
5. PHP reserves the right to elect to implement the Merger by way of a Takeover Offer (subject to the Panel's consent) as an alternative to the Scheme. In such event, such offer will be implemented on the same terms and conditions (subject to appropriate amendments, including (without limitation) an acceptance condition set at 90 per cent. (or such lower percentage (being more than 50 per cent.) as PHP may decide (subject to the Panel's consent) of the shares to which such offer relates), so far as applicable, as those which would apply to the Scheme (the "Takeover Offer Acceptance Condition"). Further, if sufficient acceptances of such Takeover Offer are received and/or sufficient MedicX Shares are otherwise acquired, it is the intention of PHP to apply Part XVIII of the Companies Law of Guernsey to compulsorily acquire any outstanding MedicX Shares to which such Takeover Offer relates.
6. The MedicX Shares will be acquired pursuant to the Merger fully paid and free from all liens, charges, equitable interests, security interests, encumbrances, rights of pre-emption and any other rights and interests of any nature whatsoever and together with all rights now and hereafter attaching thereto, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, or made on or after the date of this Announcement, save for any Permitted Dividends.
7. Under Rule 13.5 of the Takeover Code, PHP may only invoke a condition to the Merger so as to cause the Merger not to proceed, to lapse or to be withdrawn where the circumstances which give rise to the right to invoke the condition are of material significance to PHP in the context of the Merger. The conditions contained in Condition 2, 3(a) and 3(b) of Part A and the Takeover Offer Acceptance Condition are not subject to this provision of the Takeover Code.
8. The Merger and the Scheme will be governed by the laws of Guernsey and be subject to the jurisdiction of the Court and to the conditions and further terms set out in this Appendix I and to be set out in the Scheme Document. The Merger will also be subject to the applicable requirements of the Companies Law of Guernsey, the Court (as a result of MedicX being incorporated in Guernsey), the GFSC (as a result of MedicX being a closed-ended investment company authorised by the GFSC), the UK Listing Authority, the London Stock Exchange and the Takeover Code. This Announcement does not constitute, or form part of, an offer or invitation to purchase MedicX Shares or any other securities. The availability of the Merger to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements. Further details in relation to Overseas Shareholders will be contained in the Scheme Document.
9. The Merger is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of 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 jurisdiction where to do so would violate the laws of that jurisdiction.
10. If any dividend (other than any Permitted Dividends) or other distribution or return of capital is proposed, declared, made, paid or becomes payable by MedicX in respect of a MedicX Share on or after the date of this Announcement and with a record date on or before the Scheme Record Time, PHP reserves the right to adjust the Merger Ratio accordingly by reference to the amount per MedicX Share of such dividend, distribution or return of capital except where the MedicX Share is or will be acquired pursuant to the Merger on a basis which entitles PHP to receive the dividend and/or distribution and/or return of capital and to retain it. Any exercise by PHP of its rights referred to in this Condition 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 Scheme.
11. Fractions of the New PHP Shares will not be allotted or issued pursuant to the Merger, but entitlements of MedicX Scheme Shareholders will be rounded down to the nearest whole number of New PHP Shares and all fractions of New PHP Shares will be aggregated and sold in the market as soon as practicable after the Merger becomes Effective. The net proceeds of such sale (after deduction of all expenses and commissions incurred in connection with the sale) will be distributed in due proportions to MedicX Scheme Shareholders who would otherwise have been entitled to such fractions (rounded down to the nearest penny).
APPENDIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this Announcement, unless otherwise stated or the context otherwise requires, the following bases and sources have been used.
1. All Closing Prices for MedicX Shares and PHP Shares have been derived from the Daily Official List and represent the Closing Price of the relevant shares on the relevant date.
2. The value of £392.9 million attributed to the issued and to be issued share capital of MedicX is based upon the 442,916,140 MedicX Shares in issue on the Latest Practicable Date (excluding treasury shares) and an exchange ratio of 0.77 New PHP Shares for each MedicX Scheme Share.
3. The financial information relating to MedicX is extracted from the audited consolidated financial statements of MedicX for the year ended 30 September 2018.
4. The financial information relating to PHP is extracted from the:
(i) audited consolidated financial statements of the PHP Group for the year ended 31 December 2017; and
(ii) unaudited consolidated interim financial statements contained in the interim results of the PHP Group for the period ended 30 June 2018.
5. Certain figures in this Announcement have been subject to rounding adjustments.
6. The pro-forma loan to value ratio of 48 per cent. is based on PHP data from its interim results as at 30 June 2018 and announcements since and MedicX data from its full year results as at 30 September 2018.
7. The synergy numbers are unaudited. Further information underlying the Quantified Financial Benefits Statement contained in this Announcement is provided in Appendix IV.
8. The estimated dividend uplift for MedicX Scheme Shareholders as a result of the Merger has been calculated by reference to:
(i) MedicX's intended quarterly dividend for the financial year ending 30 September 2019 of 0.95 pence, as detailed in its reported 30 September 2018 results;
(ii) PHP's first quarterly dividend in 2019 of 1.40 pence, as detailed in its dividend declaration announcement of 3 January 2019; and
(iii) applying the terms of the Merger, MedicX Scheme Shareholders will effectively receive 0.77 times the PHP quarterly dividend, equivalent to 1.078 pence per MedicX Share held, equating to a 13.5 per cent. uplift on the standalone quarterly MedicX dividend expected for the financial year ending 30 September 2019.
9. The volume weighted average price of a MedicX Share is derived from data provided by Bloomberg.
APPENDIX III
IRREVOCABLE UNDERTAKINGS
PART A - Irrevocable undertakings in respect of MedicX Shares from MedicX Directors
The following MedicX Directors have given irrevocable undertakings in respect of their entire beneficial holdings (and the beneficial holdings which are under their control and those of their close relatives) of MedicX Shares to vote or procure votes in favour of the resolutions relating to Scheme at the MedicX Shareholder Meetings (or in the event that the Merger is implemented by way of a Takeover Offer, accept or procure the acceptance of the Takeover Offer), amounting in aggregate to 189,700 MedicX Shares, representing approximately 0.043 per cent. of MedicX's existing issued ordinary share capital as at the Latest Practicable Date:
|
Name |
Number of MedicX Shares |
Percentage of issued share capital of MedicX as at the Latest Practicable Date |
|
Helen Mahy |
52,548 |
0.012 |
|
Laure Duhot |
30,090 |
0.007 |
|
John Hearle |
46,098 |
0.010 |
|
Steve Le Page |
60,964 |
0.014 |
These irrevocable undertakings will continue to be binding in the event that a higher competing offer is made for MedicX.
These irrevocable undertakings will terminate:
· if the Merger is implemented by way of a Takeover Offer, and the offer document is not posted to shareholders of MedicX within the permitted period under the Takeover Code or as otherwise agreed with the Panel;
· if the Merger is implemented by way of a Scheme, and:
o the Scheme Document is not posted to shareholders of MedicX within the permitted period under the Takeover Code or as otherwise agreed with the Panel; or
o the Scheme or any resolution to be proposed is not approved by the requisite majority of the shareholders of MedicX at the MedicX General Meeting or the MedicX Court Meeting;
· if the Scheme does not become effective or, as applicable, the Merger lapses or is withdrawn and no new, revised or replacement Scheme or Takeover Offer is or has been announced in accordance with Rule 2.7 of the Takeover Code at the same time; or
· if any event occurs or becomes known to PHP before despatch of the Scheme Document (or the offer document in the case of Takeover Offer) as a result of which the Panel requires or agrees with PHP that PHP need not make the offer to effect the Merger.
PART B - Irrevocable undertakings in respect of PHP Shares from PHP Directors
The following PHP Directors have given irrevocable undertakings in respect of their entire beneficial holdings (and the beneficial holdings which are under their control and those of their close relatives) of PHP Shares to vote or procure votes in favour of the Merger Resolution to be proposed at the PHP General Meeting, amounting in aggregate to 13,443,043 PHP Shares, representing approximately 1.742 per cent. of PHP's existing issued ordinary share capital as at close of business on the Latest Practicable Date :
|
Name |
Number of PHP Shares |
Percentage of existing issued share capital of PHP as at the Latest Practicable Date |
|
Steven Owen |
73,149 |
0.009 |
|
Richard Howell |
128,208 |
0.017 |
|
Harry Hyman |
12,836,448 |
1.663 |
|
Dr Stephen Kell |
14,182 |
0.002 |
|
Geraldine Kennell |
257,951 |
0.033 |
|
Ian Krieger |
81,481 |
0.011 |
|
Nick Wiles |
51,624 |
0.007 |
|
|
|
|
The following Independent PHP Directors have given irrevocable undertakings in respect of their entire beneficial holdings (and the beneficial holdings which are under their control and those of their close relatives) of PHP Shares to vote or procure votes in favour of the Related Party Resolution to be proposed at the PHP General Meeting, amounting in aggregate to 478,387 PHP Shares, representing approximately 0.0620 per cent. of PHP's existing issued ordinary share capital as at close of business on the Latest Practicable Date:
|
Name |
Number of PHP Shares |
Percentage of existing issued share capital of PHP as at the Latest Practicable Date |
|
Steven Owen |
73,149 |
0.009 |
|
Dr Stephen Kell |
14,182 |
0.002 |
|
Geraldine Kennell |
257,951 |
0.033 |
|
Ian Krieger |
81,481 |
0.011 |
|
Nick Wiles |
51,624 |
0.007 |
These irrevocable undertakings will terminate if:
· the Merger lapses or is withdrawn in accordance with its terms and PHP publicly confirms that it does not intend to proceed with the Merger;
· the Scheme does not become effective by 11:59 pm on the Long-stop Date; or
· the directors of MedicX revoke their recommendation of the Merger.
Harry Hyman and Richard Howell have each undertaken not to vote, and to procure that their close relatives and the registered holders of any shares in respect of which they are the beneficial owner will not vote, on the Related Party Resolution.
PART C - Irrevocable undertakings in respect of PHP Shares and MedicX Shares from Investec Wealth & Investment
Investec Wealth & Investment, in its capacity as discretionary investment manager in respect of certain shares in PHP and MedicX, has given irrevocable undertakings:
· to vote or procure votes in favour of the resolutions to be proposed at the PHP General Meeting in respect of 37.32 million PHP Shares, representing approximately 4.836 per cent. of the ordinary share capital of PHP in issue as at close of business on the Latest Practicable Date; and
· to vote or procure votes in favour of the resolutions relating to the Scheme at the MedicX Shareholder Meetings (or in the event that the Merger is implemented by way of a Takeover Offer, accept or procure acceptance of the Takeover Offer) in respect of 26.26 million MedicX Shares, representing approximately 5.929 per cent. of the ordinary share capital of MedicX in issue as at close of business on the Latest Practicable Date.
These irrevocable undertakings will terminate:
· if the Merger is implemented by way of a Takeover Offer, and the offer document is not posted to shareholders of MedicX within the permitted period under the Takeover Code or as otherwise agreed with the Panel;
· if the Merger is implemented by way of a Scheme and:
o the Scheme Document is not posted to shareholders of MedicX within the permitted period under the Takeover Code or as otherwise agreed with the Panel; or
o the Scheme or any resolution to be proposed is not approved by the requisite majority of the shareholders of MedicX at the MedicX General Meeting or the MedicX Court Meeting;
· if the Scheme does not become effective prior to 11.59 pm on the Long-stop Date;
· if the Scheme does not become effective or, as applicable, the Merger lapses or is withdrawn and no new, revised or replacement Scheme or Takeover Offer is or has been announced in accordance with Rule 2.7 of the Takeover Code at the same time; or
· if a firm intention to make an offer (in accordance with the Takeover Code) for the entire issued and to be issued share capital of MedicX is announced by a person, other than PHP (a "Competing Offer"), where the value of the consideration for the Competing Offer exceeds the value of the consideration offered pursuant to the Merger.
APPENDIX IV
QUANTIFIED FINANCIAL BENEFITS STATEMENT
PART A - QUANTIFIED FINANCIAL BENEFITS STATEMENT
Paragraph 2 of this Announcement contains statements of estimated cost savings and synergies expected to arise from the Merger (together, the "Quantified Financial Benefits Statement").
A copy of the Quantified Financial Benefits Statement is set out below:
"The PHP Directors, having reviewed and analysed the potential synergies of the Enlarged Group, as well as taking into account factors they can influence, believe that the Enlarged Group can deliver shareholder value through expected realisation of approximately £4.0 million of recurring cost synergies from the end of the first year following the Effective Date, reducing to £3.5 million of recurring cost synergies from the sixth year following the Effective Date.
The cost synergies will be realised principally from:
i) Management fee savings: Unification of property management under Nexus delivering approximately £3.0 million of cost savings per annum derived from £2.5 million of lower management fees charged on the MedicX investment properties and a £0.5 million rebate given by Nexus for the management of the investment properties in the first five years following the Effective Date; and
ii) Administration and direct property cost savings: Rationalisation of duplicated listing, administration and operational expenses and reducing direct property costs through procurement and scale benefits, delivering an estimated £1.0 million of run rate cost savings per annum by the end of the first full year of operation.
The PHP Directors expect the management fee savings to be achieved from the Effective Date, with the administration and direct property cost savings delivered progressively through the first year, resulting in a first year synergy of £3.8 million, rising to the £4.0 million run rate by the end of the first year following the Effective Date and £3.5 million run rate from the sixth year following the Effective Date.
In order to achieve the management fee savings, the Enlarged Group will incur a one-off contractual termination payment of approximately £10 million payable to Octopus Healthcare, the current MedicX investment adviser, on termination of the MedicX Investment Management Agreement. This payment will fall due within the first year following the Effective Date. The PHP Directors expect that any costs incurred in the realisation of the other cost synergies will be immaterial.
The identified cost synergies will accrue as a direct result of the Merger and would not be achieved on a standalone basis. The estimated cost synergies referred to above reflect both the beneficial elements and the relevant costs.
The PHP Directors do not expect any material dis-synergies to arise in connection with the Merger.
These statements relating to identified cost savings and estimated savings relate to future actions or circumstances which by their nature involve risks, uncertainties and contingencies. As a consequence, the identified synergies and estimated savings referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated."
Bases of belief and principal assumptions
Following commencement of discussions regarding the Merger, a team of Nexus staff (the "Synergy Team") was established to evaluate and assess the potential synergies available arising from the Merger.
The team, which comprises senior Nexus personnel, has worked to identify, challenge and quantify potential synergies. The assessment and quantification of the potential synergies have been informed by Nexus management's industry experience and knowledge.
In preparing the Quantified Financial Benefits Statement, Octopus has shared certain operating and financial information to facilitate a detailed analysis in support of evaluating the potential synergies available from creation of the Enlarged Group. The Synergy Team has performed a bottom-up analysis of costs included in the Octopus financial information and has sought to include in the synergy analysis those costs which the team believe will be either reduced or eliminated from within the Enlarged Group.
In general, the synergy assumptions related to the administration and direct property synergies have in turn been risk adjusted, exercising a degree of prudence in the calculation of the estimated synergy benefits set out above. The management fee savings are based on the terms of the Deed of Variation.
The cost bases used as the basis for the quantified financial benefits exercise are the Octopus full year budgeted expenses for the financial year ended 30 September 2019, the Nexus full year budgeted expenses for the financial year ended 31 December 2019 and the independent valuation of MedicX's UK and the Republic of Ireland property portfolios as at 30 September 2018.
Attainment of the management fee savings is conditional upon the Deed of Variation being approved by the Independent PHP Shareholders and the terms of the Advisory Agreement remaining as amended (effected by the Deed of Variation) as set out in more detail in paragraph 3 of this Announcement.
The PHP Directors have, in addition, made the following assumptions:
o The value of MedicX's property portfolio remaining at or above the 30 September 2018 independent valuation of £806.7 million.
o PHP retains its status as a UK-REIT in the future.
o There will be no material impact on the underlying operations of either PHP or MedicX or their ability to continue to conduct their business.
o There will be no material change to macroeconomic, political, regulatory or legal conditions in the markets or regions in which PHP and MedicX operate that will materially impact on the implementation of the proposed cost savings.
o There will be no change in tax legislation or tax rates or other legislation in the UK or the Republic of Ireland that could materially impact the ability to achieve any benefits.
Reports
As required by Rule 28.1(a) of the Takeover Code, Deloitte, as reporting accountants to PHP, and Numis and Peel Hunt, as financial advisers to PHP, have provided the opinions required under that Rule. Copies of these reports are included at Parts B and C of this Appendix IV. Each of Deloitte, Numis and Peel Hunt has given and not withdrawn its consent to the publication of its report in this Announcement in the form and context in which it is included.
Notes
These statements are not intended as a profit forecast and should not be interpreted as such. These statements of estimated synergies relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the estimated synergies referred to may not be achieved, or may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. Neither the Quantified Financial Benefits Statement nor any other statement in this Announcement should be construed as a profit forecast or interpreted to mean that PHP's earnings in the first full year following the Effective Date, or in any subsequent period, will necessarily match or be greater than or be less than those of PHP or MedicX for the relevant preceding financial period or any other period.
Due to the scale of the Enlarged Group, there may be additional changes to the Enlarged Group's operations. As a result, and given the fact that the changes relate to the future, the resulting synergies may be materially greater or less than those estimated.
PART B - REPORT FROM DELOITTE
The Board of Directors
Primary Health Properties PLC
5th Floor, Greener House
66-68 Haymarket
London SW1Y 4RF
Numis Securities Limited
10 Paternoster Square
London EC4M 7LT
Peel Hunt LLP
Moor House
120 London Wall
London EC2Y 5ET
24 January 2019
Dear Sirs
Recommended All-Share Merger of Primary Health Properties plc ("PHP") and MedicX Fund Limited ("MedicX")
We report on the statement made by the directors of PHP (the "Directors") of estimated synergy benefits set out in Part A of Appendix IV to the announcement issued pursuant to Rule 2.7 of the Takeover Code dated 24 January 2019 (the "Announcement") issued by PHP (the "Quantified Financial Benefits Statement" or the "Statement"). The Statement has been made in the context of the disclosures within Part A setting out, inter alia, the basis of the Directors' belief (identifying the principal assumptions and sources of information) supporting the Statement and their analysis, explanation and quantification of the constituent elements.
Responsibilities
It is the responsibility of the Directors to prepare the Statement in accordance with Rule 28 of the City Code on Takeovers and Mergers (the "Takeover Code").
It is our responsibility to form our opinion, as required by Rule 28.1(a) of the Takeover Code, as to whether the Statement has been properly compiled on the basis stated and to report that opinion to you.
This report is given solely for the purposes of complying with Rule 28.1(a)(i) of the Takeover Code and for no other purpose. Therefore, to the fullest extent permitted by law we do not assume any other responsibility to any person for any loss suffered by any such person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with Rule 23.2 of the Takeover Code, consenting to its inclusion in the Announcement.
Basis of opinion
We conducted our work in accordance with the Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom.
Our work included considering whether the Statement has been accurately computed based upon the disclosed bases of belief (including the principal assumptions). Whilst the bases of belief (and the principal assumptions) upon which the Statement is based are solely the responsibility of the Directors, we considered whether anything came to our attention to indicate that any of the bases of belief (or principal assumptions) adopted by the Directors which, in our opinion, are necessary for a proper understanding of the Statement have not been disclosed or if any basis of belief (or principal assumption) made by the Directors appears to us to be unrealistic. Our work did not involve any independent examination of any of the financial or other information underlying the Statement.
We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with reasonable assurance that the Quantified Financial Benefits Statement has been properly compiled on the basis stated.
Since the Statement (and the principal assumptions on which it is based) relates to the future, the actual synergy benefits achieved are likely to be different from those anticipated in the Statement and the differences may be material. Accordingly, we can express no opinion as to the achievability of the synergy benefits identified by the Directors in the Statement.
Our work has not been carried out in accordance with auditing or other standards and practices generally accepted in jurisdictions outside the United Kingdom, including the United States of America, and accordingly should not be relied upon as if it had been carried out in accordance with those standards and practices. We have not consented to the inclusion of this report and our opinion in any registration statement filed with the SEC under the US Securities Act of 1933 (either directly or by incorporation by reference) or in any offering document enabling an offering of securities in the United States (whether under Rule 144A or otherwise). We therefore accept no responsibility to, and deny any liability to, any person using this report and opinion in connection with any offering of securities inside the United States of America or who makes a claim on the basis they had acted in reliance on the protections afforded by United States of America law and regulation.
Opinion
In our opinion, based on the foregoing, the Quantified Financial Benefits Statement has been properly compiled on the basis stated.
Yours faithfully
Deloitte LLP
Deloitte LLP is a limited liability partnership registered in England and Wales with registered number OC303675 and its registered office at 1 New Street Square, London EC4A 3HQ, United Kingdom. Deloitte LLP is the United Kingdom affiliate of Deloitte NWE LLP, a member firm of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee ("DTTL"). DTTL and each of its member firms are legally separate and independent entities. DTTL and Deloitte NWE LLP do not provide services to clients.
PART C - REPORTS FROM NUMIS AND PEEL HUNT
The Board of Directors
Primary Health Properties PLC
5th Floor Greener House
66-68 Haymarket
London SW1Y 4RF
24 January 2019
Dear Sirs
Recommended All-Share Merger of Primary Health Properties PLC ("PHP") and MedicX Fund Limited ("MedicX") - Quantified Financial Benefits Statement made by PHP
We refer to the Quantified Financial Benefits Statement, the bases of belief thereof and the notes thereto (together, the "Statement") made by PHP as set out in Part A of Appendix IV to the announcement dated 24 January 2019 of which this letter forms part (the "Announcement"), for which the board of directors of PHP (the "PHP Board") are solely responsible under Rule 28.1(a)(ii) of the City Code on Takeovers and Mergers (the "Code").
We have discussed the Statement (including the assumptions and sources of information referred to therein), with the PHP Board and those officers and employees of PHP who developed the underlying plans as well as with Deloitte LLP. The Statement is subject to uncertainty as described in the Announcement and our work did not involve an independent examination of any of the financial or other information underlying the Statement.
We have also reviewed the work carried out by Deloitte LLP and have discussed with them the opinion set out in Part B of Appendix IV to the Announcement addressed to yourselves and ourselves on this matter and the accounting policies and bases of calculation for the Statement.
We have relied upon the accuracy and completeness of all the financial and other information provided to us by, or on behalf of, PHP, or otherwise discussed with or reviewed by us, and we have assumed such accuracy and completeness for the purposes of providing this letter.
We do not express any opinion as to the achievability of the quantified financial benefits identified by the PHP Board.
This letter is provided to you solely in connection with Rule 28.1(a)(ii) of the Code and for no other purpose. We accept no responsibility to PHP or its shareholders or any person (including, without limitation, the board and shareholders of MedicX) other than the PHP Board in respect of the contents of this letter. Each of us is acting exclusively as financial adviser to PHP and no one else in connection with the transaction between PHP and MedicX referred to in the Announcement and it was solely for the purpose of complying with Rule 28.1(a)(ii) of the Code that PHP requested us to prepare this letter relating to the Statement. No person other than the PHP Board can rely on the contents of, or the work undertaken in connection with, this letter, and to the fullest extent permitted by law, we exclude all liability (whether in contract, tort or otherwise) to any other person, in respect of this letter, its contents, or the work undertaken in connection with this letter, or any of the results or conclusions that can be derived from this letter or any written or oral information provided in connection with this letter, and any such liability is expressly disclaimed except to the extent that such liability cannot be excluded by law.
On the basis of the foregoing, we consider that the Statement, for which you as the PHP Board are solely responsible, for the purposes of the Code has been prepared with due care and consideration.
Yours faithfully
Numis Securities Limited and Peel Hunt LLP
APPENDIX V
MEDICX PROFIT FORECAST
On 11 December 2018, MedicX released its results for the year ended 30 September 2018. Included in the results announcement, annual report and annual results presentation was the following guidance for the financial year ending 30 September 2019, which for the purposes of Rule 28.1(c) of the Takeover Code constitutes an ordinary course profit forecast pursuant to Note 2(a) on Rule 28.1 of the Takeover Code:
"Going forward, the Company intends to continue to pay shareholders the dividend on a quarterly basis, in March, June, September and December of each financial year and on a growing covered basis. Subject to unforeseen circumstances and based on the current performance, the Directors are targeting dividends of 3.80p per share for the financial year ended 30 September 2019".
The MedicX Directors confirm that the MedicX Profit Forecast remains valid and confirm that the MedicX Profit Forecast has been properly compiled on the basis of the assumptions stated and that the basis of accounting used is consistent with MedicX's accounting policies.
The MedicX Profit Forecast does not take into account any impact of the Merger.
The MedicX Directors prepared the MedicX Profit Forecast on the basis of the following assumptions, any of which could turn out to be incorrect and therefore affect whether the MedicX Profit Forecast is achieved:
Factors outside the influence or control of the MedicX Board
a) there will be no material change in the political and / or economic environment that would materially affect MedicX;
b) there will be no material change to the NHS Premises Cost Directions or GP entitlement to rent reimbursements;
c) there will be no material change in market conditions in relation to available acquisition opportunities or the competitive environment;
d) there will be no material change in legislation or regulatory requirements impacting on MedicX's operations or its accounting policies;
e) there will be no material litigation in relation to any of MedicX's properties;
f) there will be no business disruptions that materially affect MedicX or its properties, including natural disasters, acts of terrorism, cyber-attack and / or technological issues;
g) there will be no material changes to the Euro: Pounds Sterling foreign exchange rate of €1.12: £1 (observed on 1 October 2018);
h) there will be no significant one-off events that would have a material impact on the operating results or financial position of MedicX's business; and
i) there will be no material changes to MedicX's obligations to tenants.
Factors within the influence or control of the MedicX Board
a) there will be no adverse new amendments to the MedicX Investment Management Agreement from MedicX's perspective;
b) there will be no additional significant acquisitions, disposals, developments, partnership or joint venture agreements being entered into by MedicX which would have a materially dilutive effect on MedicX's earnings in the financial year ending 30 September 2019;
c) there will be no material change in the dividend or capital policies of MedicX; and
d) there will be no material change in the investment policy or investment objective of MedicX.
APPENDIX VI
DEFINITIONS
The following definitions apply throughout this Announcement unless the context requires otherwise:
Admission means admission of the New PHP Shares to the premium listing segment of the Official List and to trading on the Main Market;
Adviser Engagement Committee means the established committee of PHP responsible for reviewing the terms of the Advisory Agreement and the performance of Nexus;
Advisory Agreement means the amended and restated advisory agreement dated 25 September 2013 between (1) Nexus, (2) PHP and (3) JO Hambro Capital Management Limited as amended by deeds of variation dated 27 January 2014, 19 April 2017, 26 July 2017, 12 December 2018 and 24 January 2019 including, where the context requires, as amended by: (a) the Amendment Deed; and (b) subject to the passing of the Related Party Resolution and Completion, the Deed of Variation;
Amendment Deed means the deed of variation to the Advisory Agreement dated 24 January 2019 between (1) Nexus and (2) PHP;
Announcement means this announcement made pursuant to Rule 2.7 of the Takeover Code, including its Appendices;
Appendices means the appendices to this Announcement and the Appendix has a corresponding meaning;
Authorisations means authorisations, orders, grants, recognitions, determinations, certificates, confirmations, consents, licences, clearances, provisions, permissions and approvals;
Business Day means a day, (other than a Saturday, Sunday, public or bank holiday) on which banks are generally open for business in London and Guernsey;
Canaccord means Canaccord Genuity London;
Closing Price means the closing middle market quotation of a share derived from the Daily Official List of the London Stock Exchange;
CMA means the UK Competition and Markets Authority (or any successor body or bodies carrying out the same functions in the United Kingdom from time to time);
CMA Phase 2 Reference means a reference pursuant to sections 22, 33, 45 or 62 of the Enterprise Act 2002 (as amended) of the Merger to the chair of the CMA for the constitution of a group under Schedule 4 to the Enterprise and Regulatory Reform Act 2013 (as amended);
Combined Circular and Prospectus means the combined circular and prospectus to be published by PHP and to be sent to PHP Shareholders and MedicX Shareholders outlining, amongst other things, the Merger and containing the notice convening the PHP General Meeting and information on PHP, the Enlarged Group and the New PHP Shares;
Companies Act means the Companies Act 2006 (as amended);
Companies Law of Guernsey means The Companies (Guernsey) Law, 2008 (as amended);
Completion means the Merger becoming Effective;
Conditions means the conditions to the Merger set out in Part A of Appendix I;
Confidentiality Agreement means the confidentiality agreement entered into between PHP and MedicX dated 22 August 2018 as amended by an amendment deed entered into by the same parties dated 7 December 2018;
Court means the Royal Court of Guernsey;
Court Hearing means the Court hearing at which MedicX will seek an order sanctioning the Scheme;
CREST the computerised settlement system (as defined in the CREST Regulations) operated by Euroclear UK & Ireland Limited which facilitates the transfer of title to shares in uncertificated form;
CREST Regulations means the Uncertificated Securities (Guernsey) Regulations, 2009, including (i) any enactment or subordinate legislation which amends or supersedes those regulations and (ii) any applicable rules made under those regulations or any such enactment or subordinate legislation for the time being in force;
Daily Official List means the daily official list of the London Stock Exchange;
Dealing Disclosure means an announcement pursuant to Rule 8 of the Takeover Code containing details of dealings in the relevant securities of a party to an offer;
Deed of Variation means the deed of variation to the Advisory Agreement dated 24 January 2019 between (1) Nexus and (2) PHP which is conditional on: (a) the approval of the Independent PHP Shareholders at the PHP General Meeting; and (b) Completion;
Deloitte means Deloitte LLP;
Disclosed means the information disclosed by or on behalf of MedicX: (i) in the annual report and accounts of MedicX for the financial year ended 30 September 2018; (ii) in any other public announcement made in accordance with the Disclosure Guidance and Transparency Rules or the Listing Rules by MedicX before the date of the Announcement; (iii) in the Announcement; or (iv) as otherwise fairly disclosed in writing by or on behalf of MedicX to PHP (or its officers, employees, agents or advisers) before the date of the Announcement;
Disclosure Guidance and Transparency Rules means the disclosure rules and transparency rules made by the FCA pursuant to section 73A of FSMA;
DPS means dividends per share;
Effective means:
(a) if the Merger is implemented by way of the Scheme, the Scheme having become effective pursuant to its terms; or
(b) if the Merger is implemented by way of a Takeover Offer, the Takeover Offer having been declared or become unconditional in all respects in accordance with the requirements of the Takeover Code;
Effective Date means the date on which the Merger becomes Effective;
Enlarged Company means PHP immediately following the Merger becoming Effective;
Enlarged Group means PHP and its subsidiaries, including MedicX following completion of the Proposals;
EPRA means European Public Real Estate Association;
EPRA Cost Ratio means the ratio of net overheads and operating expenses against gross rental income (with both amounts excluding ground rents payable and net overheads and operating expenses relating to all administrative and operating expenses, net of any service fees, recharges or other income specifically intended to cover overhead and property expenses);
EPRA NAV means a NAV calculated in accordance with the guidelines issued by EPRA from time to time;
EPS means earnings per share;
Evercore means Evercore Partners International LLP;
FCA means the Financial Conduct Authority;
Forms of Proxy means the form of proxy in connection with each of the MedicX Court Meeting and the MedicX General Meeting, which shall accompany the Scheme Document;
FSMA means the Financial Services and Markets Act 200 (as amended from time to time);
GFSC means the Guernsey Financial Services Commission;
GP means general practitioner;
Guernsey means the Island of Guernsey;
HSE means the Health Service Executive in the Republic of Ireland;
Independent PHP Directors means Steven Owen, Stephen Kell, Geraldine Kennell, Ian Krieger, Peter Cole and Nick Wiles;
Independent PHP Shareholders means the PHP Shareholders other than Harry Hyman, Anita Hyman, Nexus Central Management Services Limited, Nexus Group Holdings Limited, Richard Howell and Fiona Howell and each of their associates;
Latest Practicable Date means 23 January 2019, being the latest practicable date before the date of this Announcement;
Liberum means Liberum Capital Limited;
Listing Rules means the listing rules, made by the FCA under Part 6 of FSMA, as amended from time to time;
London Stock Exchange means London Stock Exchange plc;
Long-stop Date means 31 August 2019, or such later date (if any) as PHP and MedicX may agree, with the consent of the Panel, and (if required) the Court may allow;
Main Market means the Main Market of the London Stock Exchange;
Market Abuse Regulation means the Market Abuse Regulation (EU) (No 596/2014);
MedicX means MedicX Fund Limited, a non-cellular company incorporated under the laws of Guernsey with registration number 45397;
MedicX Board or the Board of MedicX means the board of directors of MedicX as at the date of this Announcement;
MedicX Court Meeting means the meeting or meetings of the MedicX Scheme Shareholders to be convened by order of the Court pursuant to section 107 of the Companies Law of Guernsey for the purpose of considering and, if thought fit, approving the Scheme (with or without amendment approved or imposed by the Court and agreed to by PHP and MedicX) including any adjournment, postponement or reconvention of any such meeting, notice of which shall be contained in the Scheme Document;
MedicX Directors means the directors of MedicX as at the date of this Announcement;
MedicX General Meeting means the general meeting of the MedicX Shareholders (including any adjournment thereof) to be convened for the purpose of considering, and if thought fit, approving the shareholder resolutions necessary to enable MedicX to implement the Merger, notice of which shall be contained in the Scheme Document;
MedicX Group means MedicX and its subsidiary undertakings and, where the context permits, each of them;
MedicX Investment Management Agreement means the investment advisory and management agreement dated 29 September 2017 between (1) Octopus Healthcare, (2) MedicX and (3) Octopus AIF Management Limited, as amended by a deed of amendment dated 10 December 2018;
MedicX Profit Forecast means the profit forecast of MedicX as set out in Appendix V;
MedicX Scheme Shareholder means the holders of MedicX Scheme Shares from time to time;
MedicX Scheme Shares means the MedicX Shares:
(a) in issue at the date of the Scheme Document;
(b) issued after the date of the Scheme Document and before the Voting Record Time; and
(c) issued at or after the Voting Record Time and before the Scheme Record Time, either on terms that the original or any subsequent holders of such shares are to be bound by the Scheme or in respect of which their holders are, or shall have agreed in writing to be, bound by the Scheme,
and, in each case, remaining in issue at the Scheme Record Time but excluding any MedicX Shares held as treasury shares at any relevant date or time and any MedicX Shares registered in the name of or beneficially owned by PHP or its nominees or any other member of the PHP Group at any relevant date or time;
MedicX Shareholder Meetings means, together, the MedicX Court Meeting and the MedicX General Meeting;
MedicX Shareholders means the registered holders of MedicX Shares from time to time;
MedicX Shares means the ordinary shares of no par value each in the capital of MedicX;
Merger means the direct or indirect acquisition of the entire issued and to be issued share capital of MedicX by PHP (other than MedicX Shares already held by the PHP Group) to be implemented by way of the Scheme or (should PHP so elect, subject to the consent of the Panel (where necessary)) by way of a Takeover Offer;
Merger Ratio means the ratio of 0.77 New PHP Shares for each MedicX Scheme Share;
Merger Resolution means the resolution to be proposed at the PHP General Meeting to approve the Merger and the allotment of the New PHP Shares;
Net Asset Value or NAV means:
(a) in relation to PHP or the Enlarged Group, the value of the assets of the PHP Group or the Enlarged Group, as applicable, less its liabilities, determined in accordance with the accounting principles adopted by the PHP Group or the Enlarged Group, as applicable, from time to time or, as the context requires, the net asset value per ordinary share calculated in accordance with PHP's accounting policies;
(b) in relation to MedicX, the value of the assets of the MedicX Group less its liabilities, determined in accordance with the accounting principles adopted by the MedicX Group, as applicable, from time to time or, as the context requires, the net asset value per ordinary share calculated in accordance with MedicX's accounting policies;
New PHP Shares means the PHP Shares proposed to be issued credited as fully paid pursuant to the Merger;
NHS means the National Health Service;
NHS Premises Cost Directions means The National Health Service (General Medical Services - Premises Costs) Directions 2013;
Nexus means Nexus Tradeco Limited, a private limited company incorporated under the laws of England and Wales with registration number 07685933;
Numis means Numis Securities Limited;
OAIFM means Octopus AIF Management Limited, a private limited company incorporated under the laws of England and Wales with registration number 08802172;
Octopus means Octopus Capital Limited, a private limited company incorporated under the laws of England and Wales with registration number 03981143;
Octopus Group means Octopus and its subsidiary undertakings and, where the context permits, each of them;
Octopus Healthcare means Octopus Healthcare Adviser Limited, a private limited company incorporated under the laws of England and Wales with registration number 5857926;
Offer Period means the period commencing on 24 January 2019 and ending on (i) the earlier of the date on which the Scheme becomes Effective and/or the date on which the Scheme lapses or is withdrawn (or such other date as the Panel may decide) or (ii) the earlier of the date on which the Takeover Offer has become or has been declared unconditional as to acceptances and/or the date on which the Takeover Offer lapses or is withdrawn (or such other date as the Panel may decide), in each case other than where such lapsing or withdrawal is a result of PHP exercising its right to implement the Merger by way of a Takeover Offer;
Official List means the official list maintained by the FCA pursuant to Part 6 of FSMA;
Opening Position Disclosure means an announcement containing details of interests or short positions in, or rights to subscribe for, any relevant securities of a party to the offer if the person concerned has such a position, as defined in Rule 8 of the Takeover Code;
Overseas Shareholders means MedicX Shareholders who have a registered address in a jurisdiction outside the UK or Guernsey, or whom PHP reasonably believes to be citizens, residents or nationals of a jurisdiction outside the UK or Guernsey;
Panel means the UK Panel on Takeovers and Mergers;
Peel Hunt means Peel Hunt LLP;
Permitted Dividend means any dividend in respect of MedicX Shares declared in respect of any calendar quarter which ends before the Effective Date by MedicX subject to an agreed maximum amount of 0.95 pence per MedicX Share per quarter;
PHP means Primary Health Properties PLC, a public limited company incorporated under the laws of England and Wales with registration number 03033634;
PHP Board or the Board of PHP means the board of directors of PHP as at the date of this Announcement;
PHP Directors means the directors of the PHP as at the date of this Announcement;
PHP General Meeting means the general meeting of PHP to be convened by the PHP Board and expected to be held on or around late February 2019;
PHP Group means PHP and its subsidiary undertakings and, where the context permits, each of them;
PHP Shares means the ordinary shares of nominal value 12.5 pence each in the capital of PHP;
PHP Shareholders means the holders of PHP Shares;
Proposals means the Merger, the issue and allotment of the New PHP Shares in connection with the Merger, the Admission and the approval of the Related Party Transactions;
Quantified Financial Benefits Statement means the statement described as such and set out in Appendix IV;
Regulatory Information Service means a regulatory information service as defined in the FCA's Handbook of rules and guidance as amended from time to time;
Related Party Resolution means the resolution to the be proposed at the PHP General Meeting approving the Related Party Transactions;
Related Party Transactions means the Deed of Variation and the TUPE Deed, each of which are conditional on: (a) the approval of the Independent PHP Shareholders at the PHP General Meeting and; (b) Completion;
Restricted Jurisdiction means any jurisdiction where the relevant action would constitute a violation of the relevant laws and regulations of such jurisdiction or would result in a requirement to comply with any governmental or other consent or any registration, filing or other formality which PHP or MedicX regards as unduly onerous;
Restricted Overseas Person means a person (including an individual, partnership, unincorporated syndicate, limited liability company, unincorporated organisation, trust, trustee, executor, administrator or other legal representative) in, or resident in, or any person whom PHP believes to be in, or resident in, a Restricted Jurisdiction (or any custodian, nominee or trustee for such persons) and person in any other jurisdiction (other than persons in the UK) whom PHP is advised to treat as a restricted overseas person in order to observe the laws of such jurisdiction or to avoid the requirement to comply with any governmental or other consent or any registration, filing or other formality which PHP regards as unduly onerous;
Scheme means a Court-sanctioned scheme of arrangement between MedicX and MedicX Scheme Shareholders in connection with the Merger under Part VIII of the Companies Law of Guernsey;
Scheme Document means the document to be dispatched to MedicX Shareholders including, among other things, the Scheme, an explanatory statement in compliance with Part VIII of the Companies Law of Guernsey and the notices convening the MedicX Court Meeting and the MedicX General Meeting;
Scheme Record Time means the time and date specified in the Scheme Document by reference to which the entitlements of MedicX Scheme Shareholders under the Scheme will be determined, expected to be 6.00 pm on the Business Day before the Scheme becomes Effective;
SEC means the US Securities and Exchange Commission;
Significant Interest means, in relation to an undertaking, a direct or indirect interest of 20 per cent. or more of: (i) the total voting rights conferred by the equity share capital (as defined in section 548 of the Companies Act) of such undertaking or (ii) the relevant partnership interest;
Takeover Code means the City Code on Takeovers and Mergers;
Takeover Offer means, if the Merger is implemented by way of a takeover offer (which shall be an offer for the purposes of section 337 of the Companies Law of Guernsey), the offer to be made by or on behalf of PHP, or an associated undertaking thereof, to acquire the entire issued and to be issued ordinary share capital of MedicX including, where the context admits, any subsequent revision, variation, extension or renewal of such offer;
Taurus means Taurus London;
Third Party means any government, government department or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body or association, institution or agency (including, without limitation, any trade agency and the UK Gambling Commission) or authority (including, without limitation, any anti-trust or merger control authority), any court or professional or environmental body or any other person or body whatsoever in any relevant jurisdiction;
Transitional Services Agreement means the termination and transitional support agreement dated the date of this Announcement between (1) MedicX, (2) Octopus Healthcare, (3) Octopus AIF Management Limited and (4) Nexus;
TUPE means the Transfer of Undertakings (Protection of Employment) Regulations 2006, as amended from time to time;
TUPE Deed means the deed in respect of the obligations of Nexus under TUPE arising on termination of the MedicX Investment Management Agreement dated 24 January 2019 between (1) Nexus and (2) PHP and which is conditional on: (a) the approval of the Independent PHP Shareholders at the PHP General Meeting; and (b) Completion;
UK or United Kingdom means the United Kingdom of Great Britain and Northern Ireland;
UK Listing Authority means the FCA as the authority for listing in the UK when it is exercising its powers under Part 6 of FSMA as amended;
UK-REIT means a UK Real Estate Investment Trust under Part 12 of the Corporation Tax Act 2010;
US or the United States means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia;
US Exchange Act means the US Securities Exchange Act of 1934, as amended;
US Securities Act means the United States Securities Act of 1933, as amended;
Voting Record Time means the time and date specified in the Scheme Document by reference to which entitlement to vote at the MedicX Court Meeting will be determined, expected to be 6.00pm on the day two days prior to the MedicX Court Meeting or any adjournment thereof (as the case may be);
Wider MedicX Group means MedicX and its subsidiaries, subsidiary undertakings, associated undertakings and any other body corporate, partnership, joint venture or person in which MedicX and all such undertakings (aggregating their interests) have a Significant Interest; and
Wider PHP Group means PHP and its parent undertakings and its and such parent undertakings' subsidiary undertakings and associated undertakings and any other body corporate partnership, joint venture or person in which PHP and all such undertakings (aggregating their interests) have a Significant Interest (other than any member of the Wider MedicX Group).
For the purposes of this Announcement, "subsidiary", "subsidiary undertaking", "undertaking" and "associated undertaking" have the respective meanings given by the Companies Act.
All references to GBP, pence, Sterling, Pounds sterling, p or £ are to the lawful currency of the United Kingdom.
All references to statutory provision or law or to any order or regulation shall be construed as a reference to that provision, law, order or regulation as extended, modified, replaced or re-enacted from time to time and all statutory instruments, regulations and orders from time to time made thereunder or deriving validity therefrom.
All the times referred to in this Announcement are London times unless otherwise stated. References to the singular include the plural and vice versa.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
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