Results of PHP General Meeting
1 July 2025
For immediate release
Recommended Combination of
Assura Plc ("Assura")
and
Primary Health Properties PLC ("PHP")
to be implemented by means of a takeover offer
under Part 28 of the Companies Act 2006
Results of PHP General Meeting
Primary Health Properties PLC (the "Company" or "PHP") announces that at the General Meeting of the Company held today 1 July 2025, all of the resolutions were duly passed on a poll by the requisite majority.
Accordingly, the condition to the Revised Offer relating to the approval of the Combination by PHP Shareholders (and set out in Condition 2.1 in Section A (Conditions to the Offer) of Part 2 (Conditions to and further terms of the Offer) of the Original Offer Document has been satisfied.
Commenting on the results of the General Meeting, Harry Hyman, Non-Executive Chair of PHP said:
"We are pleased to announce the passing of all resolutions at our general meeting this morning. The fact that over 99% of our shareholders voting have approved the proposed combination with Assura is a strong endorsement of the Company's ability to deliver an earnings accretive transaction that is strategically valuable, at an inflection point in the cycle, supported by an expected strong investment grade credit rating, and that will deliver future value to shareholders and underpin the Group's progressive dividend policy."
Capitalised terms used in this announcement, unless otherwise defined, have the same meanings as set out in the offer document published by PHP on 13 June 2025 (the "Original Offer Document"), as supplemented and updated by the revised offer document published by PHP on 27 June 2025 (the "Revised Offer Document").
Prior to proposing the resolutions to the meeting, a resolution was passed unanimously on a show of hands to amend the ordinary resolution numbered 1 set out in the notice of the meeting to increase the authority to be given by paragraph 1(B) of that resolution from ordinary shares with a nominal value of £153,144,311.20 to ordinary shares with a nominal value of £157,292,970.00 (being the aggregate maximum nominal value of New PHP Shares which would be issued under the Revised Offer) and to delete paragraph 1(C) of that resolution (as the authority is reflected in the amended paragraph 1(B)). Both of these changes were made to reflect PHP's recommended Revised Offer. Save for these amendments, the resolutions were proposed and passed as set out in full in the notice of the meeting.
Any proxy votes which were at the discretion of the Chair have been included in the "For" total.
For information the votes cast were as follows:
|
Resolution |
For (including discretionary) |
Against |
Votes Total |
% of ISC Voted |
Withheld1 |
||
|
Votes |
% |
Votes |
% |
|
|
|
|
|
1. To: (A) approve the proposed acquisition of all or any part of the issued and to be issued share capital of Assura plc ("Assura") (the "Combination") and (B) authorise the Directors to allot shares in connection with the Combination |
773,703,879 |
99.28 |
5,575,083 |
0.72 |
779,278,962 |
58.31% |
1,083,224 |
|
2. To authorise the Directors to allot shares |
761,239,053 |
97.69 |
18,035,163 |
2.31 |
779,274,216 |
58.31% |
1,087,970 |
|
3. To authorise the Directors to disapply pre-emption rights*
|
763,169,227 |
97.94 |
16,022,582 |
2.06 |
779,191,809 |
58.30% |
1,170,377 |
|
4. To disapply pre-emption rights in connection with an acquisition or specified capital investment*
|
763,194,532 |
97.95 |
16,003,302 |
2.05 |
779,197,834 |
58.30% |
1,164,352 |
1A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes for or against a resolution
* indicates a special resolution
The total issued share capital of PHP is 1,336,493,786 Ordinary Shares. This figure may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
A copy of the resolutions passed as special business at today's general meeting will, in accordance with Listing Rule 6.4.2., be submitted to the National Storage Mechanism and will be available at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
For further information contact:
|
Rory Godson/Elly Williamson/Louisa Henry Sodali & Co. T: +44 (0) 7970 246 725
|
|
|
|
|
Publication on a website
A copy of this announcement will be available at PHP's website at www.phpgroup.co.uk and Assura's website at www.assuraplc.com/investor-relations/shareholder-information/offer- from-php promptly and in any event by no later than 12 noon on the Business Day following this announcement. The content of this website is not incorporated into and does not form part of this announcement
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, shareholders in Assura, persons with information rights and participants in Assura Share Plans may request a hard copy of this Announcement by contacting PHP's company secretary at cosec@phpgroup.co.uk. For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested. Such persons may also request that all future documents, announcements and information to be sent to them in relation to the Combination should be in hard copy form.
For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested. Such persons may also request that all future documents, announcements and information to be sent to them in relation to the Combination should be in hard copy form.
Dealing and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Takeover Code applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
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