Statement re Offer from PHP
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.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
23 May 2025
Assura plc
Statement re Offer from PHP
Adjournment of Shareholder Meetings relating to the Cash Offer from Sana Bidco Limited
On 9 April 2025, the boards of Sana Bidco Limited ("Bidco") and Assura jointly announced that they had reached agreement on the terms and conditions of a recommended cash offer pursuant to which Bidco would acquire the entire issued and to be issued ordinary share capital of Assura (the "Cash Offer"). Bidco is 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. On 14 May 2025, a circular in relation to the Cash Offer (the "Scheme Document") was posted by Assura to Assura Shareholders.
On 16 May 2025, Primary Health Properties plc ("PHP") announced its firm intention to make a share and cash offer for the entire issued and to be issued ordinary share capital of Assura (the "PHP Offer") under Rule 2.7 of the Takeover Code.
Having carefully considered the PHP Offer with its advisers and consulted with Assura's major shareholders, Assura has engaged in further discussions with PHP and commenced due diligence in relation to PHP to determine whether to recommend the PHP Offer to Assura Shareholders.
In the context of this continued engagement, the Assura Board has decided to adjourn the Court Meeting and the General Meeting (together, the "Meetings") required to implement the Cash Offer from Bidco, which are due to be held on 5 June 2025. It is therefore recommended that Assura Shareholders do not attend the Meetings scheduled for 5 June 2025 and take no further action at this stage in relation to the Cash Offer and the PHP Offer.
A further announcement will be made in due course once the Meetings have been formally adjourned.
Capitalised terms in this announcement, unless otherwise defined, have the same meaning as set out in the Scheme Document, a copy of which is available on Assura's website at https://www.assuraplc.com/investor-relations/shareholder-information/offer-from-kkr-and-stonepeak.
This announcement has been made without the consent of either PHP or Bidco.
Enquiries:
Assura plc 0161 515 2043
Ed Smith
Jonathan Murphy
Jayne Cottam
Lazard (Lead Financial Adviser to Assura) 020 7187 2000
Cyrus Kapadia
Patrick Long
Caitlin Martin
Barclays (Joint Corporate Broker and Financial Adviser to Assura) 020 7623 2323
Bronson Albery
Callum West
Ronak Shah
Stifel (Joint Corporate Broker and Financial Adviser to Assura) 020 7710 7600
Mark Young
Jonathan Wilkes-Green
Catriona Neville
FGS Global (PR Adviser to Assura) 020 7251 3801
Gordon Simpson
Grace Whelan
Important notice
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction. The information disclosed in this announcement may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of the United Kingdom. This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful.
Inside information
The information contained within this announcement is deemed by Assura to constitute inside information as stipulated under the Market Abuse Regulation (EU) No.596/2014 (as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018). On the publication of this announcement via a Regulatory Information Service, such information is now considered to be in the public domain.
For the purposes of MAR, this announcement is being made on behalf of Assura by Orla Ball, Company Secretary.
Notices
Lazard & Co., Limited ("Lazard") and Stifel Nicolaus Europe Limited ("Stifel"), which are authorised and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA") and Barclays Bank PLC ("Barclays") which is authorised by the Prudential Regulation Authority ("PRA") and regulated in the United Kingdom by the FCA and the PRA, are acting exclusively as lead financial adviser, joint corporate broker and financial adviser, and joint corporate broker and financial adviser, respectively, to Assura and no one else in connection with the PHP Offer or the Cash Offer and will not be responsible to anyone other than Assura for providing the protections afforded to clients of Lazard or Barclays or Stifel nor for providing advice in relation to the PHP Offer, the Cash Offer or any other matters referred to in this announcement. None of Lazard, Barclays or Stifel or any of their respective affiliates (nor any of their respective directors, officers, employees or agents), owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of theirs in connection with the PHP Offer or the Cash Offer, this announcement, any statement contained herein or otherwise.
In accordance with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the Exchange Act, Barclays and its affiliates will continue to act as exempt principal trader in Assura plc on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.
Disclosure requirements of the Code
Under Rule 8.3(a) of the 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) 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 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, 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. 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.
Rule 26.1 information
In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available free of charge, subject to certain restrictions relating to persons resident in restricted jurisdictions, on Assura's website at https://www.assuraplc.com/investor-relations/shareholder-information 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 website referred to in this announcement are not incorporated into, and do not form part of, this announcement.
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