RECOMMENDED BEST AND FINAL* INCREASED CASH OFFER
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
11 June 2025
RECOMMENDED BEST AND FINAL* INCREASED CASH OFFER
for
Assura plc ("Assura")
by
Sana Bidco Limited ("Bidco")
a newly formed company indirectly wholly owned by (i) funds advised by Kohlberg Kravis Roberts & Co. L.P. and its affiliates and (ii) funds advised by Stonepeak Partners LP and its affiliates
SWITCH FROM SCHEME OF ARRANGEMENT TO TAKEOVER OFFER
Introduction
On 9 April 2025, the boards of directors of Assura and Sana Bidco Limited ("Bidco"), a newly formed company indirectly wholly owned by (i) funds advised by Kohlberg Kravis Roberts & Co. L.P. and its affiliates ("KKR") and (ii) funds advised by Stonepeak Partners LP and its affiliates ("Stonepeak" and together with KKR, the "Consortium"), announced that they had reached agreement on the terms and conditions of a recommended cash acquisition by Bidco of the entire issued and to be issued ordinary share capital of Assura (the "Acquisition" or "Consortium Offer"), to be effected by means of a Court-sanctioned scheme of arrangement (the "Scheme") under Part 26 of the Companies Act 2006 (the "Companies Act").
The scheme document in relation to the Acquisition (the "Scheme Document") was posted to Assura Shareholders on 14 May 2025. Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Scheme Document.
On 16 May 2025, Primary Health Properties plc ("PHP") announced a shares and cash offer to acquire the entire issued, and to be issued, ordinary share capital of Assura, to be effected by means of a takeover offer (as defined in section 974 of the Companies Act) (the "PHP Offer").
On 5 June 2025, Assura announced that it had adjourned the Court Meeting and General Meeting in relation to the Scheme to allow more time for it to engage in further discussions and due diligence with PHP.
This announcement is made with the consent of Assura.
* The financial terms of the Best and Final* Increased Cash Offer (as defined below) are final and will not be increased, except that Bidco reserves the right to increase the financial terms of its offer where the Panel otherwise provides its consent (which will only be provided in wholly exceptional circumstances).
Best and Final* Increased Cash Offer
Bidco is pleased to confirm that it has reached agreement with the board of Assura on the terms of a recommended best and final* increased cash offer by Bidco for the entire issued and to be issued share capital of Assura (the "Best and Final* Increased Cash Offer").
Under the terms of the Best and Final* Increased Cash Offer, Assura Shareholders will be entitled to receive:
for each Assura Share 50.42 pence in cash (the "Cash Consideration")
In addition, Assura Shareholders:
· retained the quarterly interim dividend of 0.84 pence announced on 18 February 2025 and which was paid on 9 April 2025 (the "April Dividend"); and
· will retain the quarterly interim dividend of 0.84 pence announced on 19 May 2025 and which will be paid on 9 July 2025 (the "July Dividend" and, together with the April Dividend, the "Declared Dividends").
The Best and Final* Increased Cash Offer implies a total value of 52.1 pence for each Assura Share inclusive of the Declared Dividends, and values Assura's entire issued and to be issued share capital at approximately £1,696 million.
The Best and Final* Increased Cash Offer together with the Declared Dividends represents an increase of 2.70 pence per Assura Share to the original offer by the Consortium on 9 April 2025 and an attractive premium of approximately:
· 3.4 per cent. to Assura's EPRA Net Tangible Asset Value of 50.4 pence per share as at 31 March 2025;
· 39.2 per cent. to the Closing Price of 37.4 pence per Assura Share on 13 February 2025 (being the last Business Day prior to the commencement of the Offer Period);
· 37.7 per cent. to the three-month Volume Weighted Average Price of 37.8 pence per Assura Share on 13 February 2025 (being the last Business Day prior to the commencement of the Offer Period);
· 32.4 per cent. to the six-month Volume Weighted Average Price of 39.4 pence per Assura Share on 13 February 2025 (being the last Business Day prior to the commencement of the Offer Period); and
· 0.5 per cent. to the offer value of 51.85 pence per share implied by the PHP Offer, based on closing share prices of 10 June 2025, being the last trading day prior to the date of this Announcement.
* The financial terms of the Best and Final* Increased Cash Offer are final and will not be increased, except that Bidco reserves the right to increase the financial terms of its offer where the Panel otherwise provides its consent (which will only be provided in wholly exceptional circumstances).
Andrew Furze, Managing Director at KKR, said: "After nearly a year of engagement, this is our best and final* offer which we believe is lower risk than other alternatives and higher in value offering a significant premium. We require no disposals to achieve our ambition and importantly the all cash offer poses minimal execution risk."
Nikolaus Woloszczuk, Senior Managing Director at Stonepeak, added: "We firmly believe Assura has a brighter future in the private markets. Our final* offer equips Assura with the long-term capital it has not been able to access as a listed business and will enable the company to invest in upgrading critical healthcare infrastructure, delivering improved outcomes for the NHS. Our offer is about growth, not about cost cutting and disposals."
Financing of the Best and Final* Increased Cash Offer
Jefferies, as financial adviser to Bidco, is satisfied that cash resources are available to Bidco sufficient to satisfy full acceptance of the Best and Final* Increased Cash Offer.
Switch to Takeover Offer
Bidco is of the view that the terms of the Acquisition are in the best interests of Assura Shareholders as a whole, providing them with the opportunity to realise their investment in full and in cash at a time of high market volatility through a transaction that has limited execution risk and which will deliver significant strategic benefits to the business and the NHS going forward, including access to new and flexible long-term capital to invest in healthcare infrastructure across the UK without the need for asset sales to fund growth or repay debt.
Therefore, in order to increase the certainty of its execution, Bidco has determined, with the consent of Assura and the Panel, to implement the Acquisition under the terms of the Best and Final* Increased Cash Offer by way of a recommended takeover offer (as defined in section 974 of the Companies Act) (the "Takeover Offer") rather than by way of the Scheme. The Best and Final* Increased Cash Offer is conditional on, amongst other things, valid acceptances of more than 50 per cent. of the Best and Final* Increased Cash Offer (see Acceptance Condition defined below).
In addition to its statements in its prior announcements and the Scheme Document in respect of its strategic rationale for the Acquisition, the Consortium believes that:
- The Consortium Offer provides certain value
· The Consortium Offer represents full realisation of shareholders' investment in Assura, in cash.
· In the backdrop of a highly volatile equities market, the Consortium Offer provides Assura shareholders with an opportunity to maximise value and liquidity.
· The value that shareholders receive from the Consortium Offer is fixed and not dependent on the future trading performance of the business or the wider markets.
· The Best and Final* Increased Cash Offer by the Consortium is at a higher price than the PHP Offer based on closing prices of 10 June 2025.
- The Consortium Offer provides greater certainty of transaction delivery
· The Consortium continues to make progress in satisfying regulatory conditions to which the Acquisition is subject. As at the time of this announcement, the Consortium has received clearances from the State Administration for Market Regulation of the People's Republic of China, the Israeli Competition Authority and the Korea Fair Trade Commission.
· The Consortium does not foresee material regulatory issues and expects to have obtained all necessary clearances by the end of June 2025.
· The Consortium does not control any competing business in the UK.
- The Consortium Offer provides long term investment and growth opportunities
· KKR and Stonepeak are investing through their respective Core infrastructure strategies, providing long term capital which fits well with the nature of Assura's business of continued significant investment in the UK's healthcare infrastructure.
· KKR and Stonepeak have decades of experience in the infrastructure sector in the UK and globally and a highly successful track record of helping to grow their partner businesses, most recently exemplified with John Laing Infrastructure.
· Away from the constraints of public markets, Assura will have the flexibility to make sustained and substantial capital investments without the requirement for any significant asset disposals to reduce overall leverage.
· The debt structure the Consortium has put in place will allow Assura to immediately focus on growing the business.
· The Consortium does not plan or need to dispose any of the assets to deliver its offer value in cash.
- The Consortium Offer is beneficial to the NHS and the UK healthcare sector
· The Consortium will provide Assura with new and flexible long term capital with which to accelerate the delivery of new healthcare properties, enabling continued and improved support for the delivery of the NHS' services to its patients at this critical time.
· Assura will be a stronger player among providers of healthcare assets to the NHS, improving the competitiveness of the market and resulting in better choice for the NHS.
· The Consortium will continue to offer the NHS a strong, well capitalised, competitive counterparty with the capital to support their ambitions and actively participate in the UK healthcare sector.
· The Consortium will facilitate Assura's ability to immediately focus on not just the growth of the portfolio but to upgrade and modernise older assets, helping to improve the quality of NHS services over time.
· Under the Consortium's ownership, Assura will be able to offer these same benefits to its non NHS customers and the Consortium and Assura intend to work with all of Assura's customers to support their ambitions and goals.
All of the irrevocable undertakings of the Assura Directors as described in the Scheme Document continue to remain valid in relation to the Takeover Offer. These commitments comprise irrevocable undertakings in respect of 4,638,828 Assura Shares, in aggregate, representing approximately 0.1 per cent. of Assura's issued ordinary share capital as at 10 June 2025 (being the last Business Day before the date of this announcement).
Intentions for Assura
The Best and Final* Increased Cash offer does not change Bidco's intentions as regards Assura as set out in the Scheme Document.
Disclosures
Bidco confirms that there have been no material changes to the offer-related arrangements and further confirms there has been no change to the disclosure of interests in Assura as set out in the Scheme Document.
General
Jefferies has given and not withdrawn its consent to the publication of this Announcement with the inclusion herein of the references to its name in the form and context in which it appears.
The Appendix to this Announcement contains the sources and bases of certain information contained in this Announcement.
Amendments to the terms of the Bidco Financing Arrangements
On 11 June 2025, Bidco entered into an amendment to the Interim Facilities Agreement to effect certain technical amendments required in connection with the switch to the Takeover Offer. Other than as noted below, the terms of the Interim Facilities Agreement are as described in the "Bidco Financing arrangements" section of the Scheme Document. Terms used in this section but not defined herein or in the Scheme Document shall have the same meanings as set out in the Interim Facilities Agreement (as amended).
The Interim Facilities are available to be drawn, subject to satisfaction of the conditions precedent set out in the Interim Facilities Agreement, from the date of the Interim Facilities Agreement to (and including) 11.59 p.m. on the earliest of:
(a) the date on which the Offer lapses, terminates or is withdrawn in writing in accordance with its terms (other than where it is to be followed within 20 Business Days by an announcement by way of press release made by Bidco to implement the Acquisition by a different offer in accordance with the terms of the Interim Facilities Agreement);
(b) the date on which that Interim Facility (other than the Revolving Facility) has been utilised in full or the commitments in respect of such Interim Facility have been cancelled in full;
(c) the date on which the Target has become a wholly owned subsidiary of Bidco and all of the consideration payable under the Acquisition in respect of the Target Shares or proposals made or to be made under the Takeover Code in connection with the Acquisition, have in each case been paid in full (the "Final Settlement Date"); and
(d) 6 March 2026 (the "Outside Date"), provided that, so long as the first utilisation date under the Interim Facilities Agreement (the "First Utilisation Date") has occurred on or before the Outside Date, the Availability Period shall end on the date falling 120 days after the First Utilisation Date,
provided that notwithstanding the foregoing, if following the occurrence of the Final Settlement Date there are commitments under an Interim Facility which remain undrawn, the Availability Period for such Interim Facility shall be automatically extended (for a utilisation in respect of a Refinancing only) until the earliest to occur of (i) the date on which such Interim Facility has been utilised in full or the remaining undrawn commitments in respect of such Interim Facility have been cancelled in full and (ii) the date falling 120 days after the First Utilisation Date, and further provided that in no event shall the Revolving Facility be available beyond the last day of the Availability Period applicable to any Acquisition Facility; or in each case, such later time as agreed by the Arrangers (acting reasonably and in good faith).
The termination date of the Interim Facilities is the earlier of:
(a) the date falling 90 days after the last day of the Availability Period applicable to that Interim Facility; and
(b) the date of receipt by Bidco of a written demand from the interim facility agent (acting on the instructions of the majority Interim Lenders) following the occurrence of a major default which is continuing requiring prepayment and cancellation in full of the Interim Facilities.
Bidco shall, on the date of receipt by Bidco of the proceeds of a utilisation made under alternative facilities (being such facilities made available pursuant to the commitment letter entered into by Bidco (other than the Interim Facilities)), repay outstanding interim utilisations and cancel the corresponding interim commitments related to such interim utilisation so repaid in an amount equal to the proceeds so received by Bidco under the corresponding term facility (or any one or more term facilities) or revolving facility (as applicable) under such alternative facilities and in an amount equal to the proceeds so received by Bidco (if applicable, free of any escrow or similar arrangements).
To the extent that there are no outstanding interim utilisations, the available commitments under an Interim Facility shall be cancelled and reduced on the date of receipt by Bidco of proceeds under the corresponding term facility (or any one or more term facilities) or revolving facility (as applicable) under such alternative facilities and in an amount equal to the proceeds so received by Bidco.
Side Letter to the Cooperation Agreement
On 11 June 2025, Assura and Bidco entered into a side letter to the Cooperation Agreement, pursuant to which (among other things) Assura provided its consent to the Best and Final* Increased Cash Offer. The terms of the Cooperation Agreement as described in the Scheme Document remain unchanged.
Amendments to the Contribution Agreement
On 11 June 2025, KKR Sana Aggregator L.P., Stonepeak Sana Aggregator, LP and Sana Consortium Aggregator L.P. agreed to amend and restate the Contribution Agreement to reflect the revised funding amounts to be made available to the Consortium JV and Bidco in connection with the switch to the Takeover Offer. The terms of the Contribution Agreement as described in the Scheme Document remain unchanged.
Dividends
Where any dividend, distribution or other return of capital is announced, authorised, declared, made or paid or becomes payable in respect of Assura Shares on or after the Announcement Date (being 9 April 2025) (other than the Declared Dividends):
· if such dividend, distribution and/or other return of capital is paid or made prior to the unconditional date of the Takeover Offer, then Bidco will reduce the Cash Consideration by an amount up to the aggregate amount of such dividend, distribution and/or other return of capital; or
· if and to the extent that such dividend, distribution and/or other return of capital is not paid or made or is not payable in respect of Assura Shares prior to the unconditional date of the Takeover Offer, such dividend, distribution and/or other return of capital shall be cancelled, and the Cash Consideration shall not be subject to change.
If any of the events in the preceeding paragraphs occur, Assura Shareholders would be entitled to retain any such dividend, distribution or other return of capital, and any reference to the Cash Consideration will be deemed to be a reference to the Cash Consideration as so reduced. Any such reduction shall not be regarded as constituting any revision or variation of the terms of the Takeover Offer and will be announced.
Conditions
Save where set out in this announcement, the terms and conditions of the Acquisition remain unchanged from those set out in the Scheme Document (subject to appropriate amendments to reflect the change in structure by which the Acquisition is to be implemented, being by the Takeover Offer rather than the Scheme). The amended conditions will be set out in full in the Offer Document.
The Acquisition is conditional on, among other things, valid acceptances being received (and not validly withdrawn) by not later than 1:00 p.m. (London time) on the unconditional date of the Takeover Offer (or such later time(s) and/or date(s) as Bidco may, subject to the rules of the Takeover Code and with the consent of the Panel, decide) in respect of such number of Assura Shares which, together with the Assura Shares acquired or unconditionally agreed to be acquired during the Offer Period (whether pursuant to the Takeover Offer or otherwise), will result in Bidco or another member of the Bidco Group holding Assura Shares carrying in aggregate more than 50 per cent. of the voting rights normally exercisable at general meetings of Assura including (to the extent, if any, required by the Panel for this purpose) any such voting rights attaching to any Assura Shares that are unconditionally allotted but not issued before the Takeover Offer becomes unconditional as to acceptances (the "Acceptance Condition"). Unless the Panel agrees otherwise, the Acceptance Condition shall only be capable of being satisfied when all other Conditions have been satisfied or waived.
Timetable
It is a requirement of the Takeover Code that an offer document containing, amongst other things, the Conditions (including the Acceptance Condition) of the Acquisition (an "Offer Document") is published. The Offer Document will specify the actions to be taken by Assura Shareholders in respect of the Takeover Offer and it is anticipated that Bidco will publish and post the Offer Document (together with a form of acceptance) (where applicable) to Assura Shareholders (other than Assura Shareholders located in any Restricted Jurisdictions, in each case, where to do so would violate the laws of that jurisdiction) within 28 days of the date of this announcement, or such later date as the Panel may determine in accordance with the Takeover Code. The Offer Document will also be made available by Assura on its website at http://www.assuraplc.com/investor-relations/shareholder-information/offer-from-kkr-and-stonepeak.
Further details of the expected timetable will be set out in the Offer Document.
Cancellation of admission to the Official List and to trading on the Main Market of the London Stock Exchange (the "LSE") and the delisting of Assura Shares from the Main Board of the Johannesburg Stock Exchange (the "JSE"), compulsory acquisition and re-registration
Assuming the Takeover Offer becomes or is declared unconditional and that Bidco has, by virtue of acceptances of the Takeover Offer or otherwise, acquired, or agreed to acquire, Assura Shares carrying not less than 75 per cent. of the voting rights then exercisable at a general meeting of Assura Shareholders, it is intended that:
· the admission to the Official List and to trading of the Assura Shares on the Main Market of the LSE will be cancelled; and
· the admission of Assura Shares to the Main Board of the JSE will be cancelled, subject to compliance with any applicable additional requirements (including the JSE Listings Requirements).
If Bidco receives acceptances of the Takeover Offer in respect of, and/or otherwise acquires or unconditionally contracts to acquire, 90 per cent. or more of the Assura Shares by nominal value and voting rights attaching to such shares to which the Takeover Offer relates and the Takeover Offer has become or been declared unconditional, Bidco intends to exercise its rights pursuant to the provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily the remaining Assura Shares in respect of which the Takeover Offer has not been accepted on the same terms as the Takeover Offer. Assuming Bidco acquires all of the remaining Assura Shares by exercising its rights pursuant to Chapter 3 of Part 28 of the Companies Act, Assura will apply to the JSE for cancellation of the admission of Assura Shares to listing and trading on the Main Board of the JSE, which will be cancelled in accordance with the JSE Listings Requirements without Assura having to issue an additional circular to Assura Shareholders or obtain a fairness opinion or approval for the delisting from Assura Shareholders.
It is also intended that, following the Takeover Offer becoming or being declared unconditional and Bidco, by virtue of acceptances of the Takeover Offer or otherwise, having acquired, or having agreed to acquire, Assura Shares carrying not less than 75 per cent. of the voting rights then exercisable at a general meeting of Assura Shareholders, Assura will be re-registered as a private limited company.
Such cancellation of admission to the Official List and to trading on the Main Market of the LSE of Assura Shares and re-registration of Assura as a private limited company would significantly reduce the liquidity and marketability of any Assura Shares in respect of which the Takeover Offer has not been accepted at that time and their value may be affected as a consequence.
Any remaining Assura Shareholders (unless their Assura Shares are acquired by Bidco pursuant to the provisions of Chapter 3 of Part 28 of the Companies Act) would become minority shareholders in a majority controlled private limited company and may therefore be unable to sell their Assura Shares. There can be no certainty that Assura would pay any further dividends or other distributions or that such minority Assura Shareholders would again be offered an opportunity to sell their Assura Shares on terms which are equivalent to or no less advantageous than those under the Takeover Offer.
Other consequences of the Takeover Offer
If Bidco receives acceptances of the Takeover Offer in respect of, and/or otherwise acquires or unconditionally contracts to acquire, more than 50 per cent. of the Assura Shares by nominal value and voting rights attaching to such shares to which the Takeover Offer relates and the Takeover Offer has become or been declared unconditional, then Bidco will have significant control over Assura. Bidco will be in a position to determine, for example, the composition of the Assura Board and management team, the overall strategy of the Assura Group, and the declaration or cessation of any dividends. Bidco could also increase its aggregate shareholding in Assura without restriction and may in due course acquire 75 per cent. or more of the voting rights of Assura, subject to Rule 35.3 of the Code. In the meantime, Assura Shares in respect of which the Takeover Offer has not been accepted at that time are likely to be affected by reduced trading volume and reduced liquidity as a consequence.
Enquiries:
|
Jefferies International Limited (Financial Adviser to Bidco) Philip Noblet Dai Clement Thomas Forrow Tom Yeadon Thomas Bective Andrew Morris |
+44 (0) 20 7029 8000
|
|
FGS Global (PR Adviser to Bidco) Faeth Birch Alastair Elwen Oli Sherwood |
+44 (0) 20 7251 3801 KKR-LON@fgsglobal.com |
Simpson Thacher & Bartlett LLP is acting as legal adviser to Bidco, KKR and Stonepeak in connection with the Acquisition.
Bowmans is acting as legal adviser to Bidco, KKR and Stonepeak as to matters of South African law in connection with the Acquisition.
Inside Information
This announcement contains inside information as defined in the UK version of the Market Abuse Regulation (EU) No.596/2014, which is part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of this announcement via a Regulatory Information Service, such inside information will be considered to be in the public domain.
Important Notices
Jefferies, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Bidco, KKR and Stonepeak and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than KKR or Stonepeak for providing the protections afforded to clients of Jefferies nor for providing advice in relation to any matter referred to in this announcement. Neither Jefferies nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this announcement, any statement contained herein or otherwise.
Further information
This announcement is for information purposes only and does not constitute an offer or inducement to sell or an invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or a solicitation of an offer to buy any securities, pursuant to the Acquisition or otherwise. The Acquisition shall be made solely by means of the Offer Document which shall contain the full terms and Conditions of the Acquisition.
This announcement has been prepared for the purpose of complying with English law, the Listing Rules, the JSE Listings Requirements and the Takeover Code 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.
This announcement does not constitute a prospectus, prospectus equivalent document or an exempted document for purposes of English law, the Listing Rules, the JSE Listings Requirements or any other law in any other jurisdiction.
Overseas Shareholders
The release, publication or distribution of this announcement in or into certain jurisdictions other than the United Kingdom or South Africa may be restricted by law. Persons who are not resident in the United Kingdom or South Africa or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements. Any failure to comply with any such requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such requirements by any person.
Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition shall 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. Accordingly, copies of this announcement and all documents relating to the Acquisition 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 Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.
The availability of the Acquisition to Assura Shareholders who are not resident in the United Kingdom or South Africa 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 South Africa should inform themselves of, and observe, any applicable requirements, as any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.
The Acquisition shall be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the Financial Conduct Authority, the Listing Rules, the Johannesburg Stock Exchange, Finsurv, the JSE Listings Requirements and the Registrar of Companies. Further details in relation to Overseas Shareholders will be contained in the Offer Document.
The information contained in this announcement constitutes factual information as contemplated in section 1(3)(a) of the FAIS Act and should not be construed as express or implied advice (as that term is used in the FAIS Act and/or the South African Financial Markets Act, No 19 of 2012, as amended) that any particular transaction in respect of the Acquisition is appropriate to the particular investment objectives, financial situations or needs of a shareholder, and nothing in this announcement should be construed as constituting the canvassing for, or marketing or advertising of, financial services in South Africa. Bidco is not a financial services provider licensed as such under the FAIS Act.
Nothing in this announcement should be viewed, or construed, as "advice", as that term is used in the South African Financial Markets Act, No 19 of 2012, as amended.
Additional information for US Investors
The Takeover Offer relates to the shares of an English company and is being made by means of a contractual takeover offer under the Takeover Code and under English law. The Takeover Offer is being made in the United States pursuant to all applicable laws and regulations, including, to the extent applicable, to holders of Assura Shares resident in the United States ("US Assura Shareholders") pursuant to Section 14(e) and Regulation 14E under the US Exchange Act, and otherwise in accordance with the requirements of the Takeover Code. Accordingly, the Takeover Offer is subject to the disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law. The Takeover Offer is being made in the United States by Bidco and no one else. The Takeover Offer will be made to US Assura Shareholders on the same terms and conditions as those made to all other Assura Shareholders to whom an offer is made. Any information documents, including the Offer Document, will be disseminated to US Assura Shareholders on a basis comparable to the method that such documents are provided to the other Assura Shareholders to whom an offer is made.
The financial information included in this announcement and the Offer Document has been or will have been prepared in accordance with IFRS 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 receipt of cash pursuant to the Acquisition by a US Assura Shareholder as consideration for the transfer of its Assura Shares pursuant to the Takeover Offer will likely be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Assura Shareholders are urged to consult their independent professional advisers immediately regarding the tax consequences of the Acquisition applicable to them.
It may be difficult for US Assura Shareholders to enforce their rights and claims arising out of the US federal securities laws, since Bidco and Assura are located in countries other than the US, and some or all of their officers and directors may be residents of countries other than the US. US Assura Shareholders 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 jurisdiction and judgement.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Bidco, certain affiliated companies and their nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Assura outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition becomes Effective, lapses or is otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the US Exchange Act, each of Jefferies, Barclays and Stifel will continue to act as a connected exempt principal trader in Assura Shares on the London Stock Exchange. If such purchases or arrangements to purchase were to be made they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and comply with applicable law, including the US Exchange Act. Any such purchases by Bidco or its affiliates will not be made at prices higher than the price of the Acquisition provided in this announcement unless the price of the Acquisition is increased accordingly. Any information about such purchases or arrangements to purchase will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. To the extent that such information is required to be publicly disclosed in the United Kingdom in accordance with applicable regulatory requirements, this information will, as applicable, also be publicly disclosed in the United States.
Neither the US Securities and Exchange Commission, nor any US state securities commission or any securities commission of other jurisdictions, has approved or disapproved the Acquisition, passed judgement upon the fairness or the merits of the Acquisition or passed judgement upon the adequacy or accuracy of this announcement. Any representation to the contrary may be a criminal offence in the United States.
Forward looking statements
This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by KKR, Stonepeak, or Bidco contain statements about Bidco, Assura, any member of the Wider Bidco Group or any member of the Wider Assura Group that are or may be deemed to 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", "believes", "expects", "aims", "intends", "will", "may", "shall", "should", "anticipates", "estimates", "projects", "is subject to", "budget", "scheduled", "forecast" or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements may 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; (ii) business and management strategies and the expansion and growth of Bidco's, KKR's, Stonepeak's, Assura's, any member of the Wider Bidco Group's or any member of the Wider Assura Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and government regulation on Bidco's, KKR's, Stonepeak's, Assura's, any member of the Wider Bidco Group's or any member of the Wider Assura Group's business.
Such forward looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Bidco about future events and are therefore subject to risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements, including: increased competition, the loss of or damage to one or more key customer relationships, changes to customer ordering patterns, delays in obtaining customer approvals for engineering or price level changes, the failure of one or more key suppliers, the outcome of business or industry restructuring, the outcome of any litigation, changes in economic conditions, currency fluctuations, changes in interest and tax rates, changes in raw material or energy market prices, changes in laws, regulations or regulatory policies, developments in legal or public policy doctrines, technological developments, the failure to retain key management, or the timing and success of future acquisition opportunities or major investment projects. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward looking statements. Such forward looking statements should therefore be construed in the light of such factors. None of Bidco, KKR, Stonepeak, the Wider Bidco Group, nor any of their respective associates or directors, officers 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. Due to such uncertainties and risks, readers are cautioned not to place any reliance on such forward looking statements, which speak only as of the date hereof. All subsequent oral or written forward looking statements attributable to any member of the Wider Bidco Group, or any of their associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.
Bidco, KKR, Stonepeak, the Wider Bidco Group expressly disclaim any obligation to update any forward looking or other statements contained herein, except as required by applicable law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.
Disclosure requirements of the Takeover Code
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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. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
Information relating to Assura Shareholders
Please be aware that addresses, electronic addresses and certain information provided by Assura Shareholders, persons with information rights and other relevant persons for the receipt of communications from Assura may be provided to Bidco, KKR and Stonepeak during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.
Publication on a website
A copy of this announcement and the documents required to be published by Rule 26 of the Takeover Code shall be made available, free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions on Assura's website at www.assuraplc.com/investor-relations/shareholder-information/offer-from-kkr-and-stonepeak by no later than 12 noon (London time) on the Business Day following the date of this announcement. For the avoidance of doubt, the contents of the websites referred to in this announcement are not incorporated into and do not form part of this announcement.
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.
Bases and sources
In this Announcement, unless otherwise stated or the context otherwise requires, the following bases and sources have been used:
· references to the issued, and to be issued, ordinary share capital of Assura are based on (i) the 3,250,608,887 ordinary Assura Shares in issue on the Business Day prior to this Announcement, and (ii) the 5,131,752 Assura Shares that may be issued pursuant to the Assura Share Plans as described in the Scheme Document;
· unless otherwise stated, all prices quoted for Assura Shares are Closing Prices;
· share price and volume weighted average share price data is derived from FactSet and Bloomberg;
· Assura plc closing share price of 48.90 pence as at 10 June 2025;
· Primary Health Properties plc closing share price of 99.95 pence as at 10 June 2025; and
· implied PHP Offer of 51.85 pence, being 0.3769 PHP Share plus 12.50 pence per Assura Share, as per the Shares and Cash Offer announcement by PHP on 16 May 2025
General
If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or financial services provider duly authorised under the FAIS Act if you are resident in South Africa or, if not, from another appropriate authorised independent financial adviser.
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