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Assura plc (AGR)

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Thursday 11 November, 2021

Assura plc

Result of Placing

RNS Number : 1426S
Assura PLC
11 November 2021
 

Legal Entity Identifier (LEI): 21380026T19N2Y52XF72

 

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN ASSURA PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF ASSURA PLC.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014) WHICH FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MARKET ABUSE REGULATION").

 11 November 2021

Assura PLC

("Assura" or the "Company" or the "Group")

Result of Placing

Assura announces the successful pricing of the placing of new ordinary shares of 10p each in the share capital of the Company (the "Ordinary Shares") announced earlier today (the "Placing") which was oversubscribed. 

A total of 267,554,740 new ordinary shares in the Company, representing approximately 10 per cent of the Company's existing issued share capital (the "Placing"), will be issued at a price of 68.0 pence per share (the "Placing Price"), raising gross proceeds of approximately £182 million.

Combined with the Directors' subscription (194,117 Ordinary Shares), a total of 263,350,195 new ordinary shares in the Company (the "Placing Shares") have been placed with institutional investors by Barclays Bank PLC ("Barclays"), J.P. Morgan Cazenove, which conducts its UK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan") and Stifel Nicolaus Europe Limited ("Stifel") at the Placing Price. Barclays, J.P. Morgan and Stifel are acting as Joint Bookrunners (together, the "Joint Bookrunners") in respect of the Placing.

In addition, retail investors have subscribed in the offer made by the Company via the PrimaryBid platform for a total of 4,204,545 new ordinary shares in the capital of the Company (the "Retail Shares") at the Placing Price (the "PrimaryBid Offer").

The Placing Shares and Retail Shares being issued together represent approximately 10 per cent of the Company's issued share capital immediately prior to the Placing and PrimaryBid Offer. The Placing Price represents a discount of approximately 1.4 per cent to the intraday price on 11 November 2021 at 12:00pm and 16.4 per cent premium to Assura's EPRA NTA of 58.4p.

Assura consulted with a number of its major shareholders prior to the Placing and has respected the principles of pre-emption through the allocation process insofar as possible. The Company is pleased by the strong support it has received from new and existing shareholders, including retail shareholders via the PrimaryBid Offer.

Applications have been made to the Financial Conduct Authority (the "FCA") and London Stock Exchange plc (the "LSE") respectively for the admission of the Placing Shares and the Retail Shares to the premium listing segment of the Official List of the FCA and to trading on the main market for listed securities of the LSE (together, "Admission"). It is expected that Admission will become effective on or before 8.00 a.m. on 15 November 2021. The Placing is conditional upon, amongst other things, Admission becoming effective and upon the placing agreement not being terminated in accordance with its terms. The PrimaryBid Offer is also conditional upon Admission becoming effective and upon the placing agreement not being terminated in accordance with its terms.

The Placing Shares and Retail Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares (other than treasury shares which are non-voting and do not qualify for dividends), including the right to receive all dividends and other distributions declared, made or paid in respect of Ordinary Shares after the date of issue.

BlackRock, Inc. as agent for and on behalf of its discretionary managed clients ("Blackrock") is a related party of the Company for the purposes of Chapter 11 of the Listing Rules as a result of being entitled to exercise, or to control the exercise of, over 10 per cent. of the votes able to be cast at general meetings of the Company. Blackrock has agreed to subscribe for 15,356,899 Placing Shares at an aggregate value of £10.4 million under, and on the terms and conditions of, the Placing. This constitutes a smaller related party transaction under Listing Rule 11.1.10R. Stifel, in accordance with Listing Rule 11.1.10R (2)(b), has confirmed that the terms of the proposed Placing with Blackrock are fair and reasonable as far as the shareholders of the Company are concerned.

Following Admission, the total number of shares in issue in the Company will be 2,945,072,700. Therefore, following Admission, the total number of voting shares in Assura in issue will be 2,945,072,700.

Director participation

The following Directors and other persons discharging managerial responsibilities ("PDMR") and / or persons closely associated ("PCA") with them, have subscribed for a total of 194,117 Ordinary Shares in the Placing, at the Placing Price, as follows:

 

Name

Number of Ordinary Shares

Jonathan Davies

150,000

Louise Fowler

14,706

Sam Barrell

29,411

 

This announcement includes inside information as defined in Article 7 of the UK Market Abuse Regulation and is being released on behalf of Assura PLC by Orla Ball, Company Secretary.

 

For further information on the announcement, please contact:

 

Assura

Jonathan Murphy - CEO
Jayne Cottam - CFO
David Purcell - Head of Investor Relations

 


+44 1925 420660

 

Barclays (Joint Bookrunner)

Bronson Albery
Tom Macdonald
Dominic Harper

 

 


 

+44 207 623 2323

J.P. Morgan (Joint Bookrunner)

Barry Meyers
Beau Freker
Jessica Murray

 


+44 207 742 4000




Stifel (Joint Bookrunner)

Mark Young
Stewart Wallace
Jonathan Wilkes-Green


+44 20 7710 7600

 

Finsbury

Gordon Simpson
James Thompson


 

+44 20 7251 3801




 

IMPORTANT NOTICES

Neither this Announcement, nor any copy of it, may be taken or transmitted, published or distributed, directly or indirectly, in or into the United States, Australia, Canada, Japan, or the Republic of South Africa or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction. This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for any shares in the capital of the Company in the United States, Australia, Canada, Japan or the Republic of South Africa or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation.  Any failure to comply with these restrictions may constitute a violation of securities laws of such jurisdictions. 

The Placing Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. There is no intention to register any portion of the Placing in the United States or to conduct any public offering of securities in the United States or elsewhere.

Members of the public are not eligible to take part in the Placing. This Announcement and the terms and conditions set out in the Appendix are for information purposes only and are directed only at: (a) persons in Member States of the Economic European Area who are qualified investors within the meaning of article 2(e) of the EU Prospectus Regulation ("EU Qualified Investors"); (b) in the United Kingdom, qualified investors within the meaning of article 2(e) of the UK Prospectus Regulation ("UK Qualified Investors") who are persons who (i) have professional experience in matters relating to investments falling within the definition of "investments professional" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) are persons falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order; (c) in Israel, qualified investors listed in the first addendum to the Israeli Securities Law, 5728-1968; and (d) persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as "Relevant Persons"). This Announcement must not be acted on or relied on by persons who are not Relevant Persons.

Barclays Bank PLC ("Barclays") and J.P. Morgan Securities plc (which conducts its UK investment banking services as "J.P. Morgan Cazenove") are authorised by the Prudential Regulation Authority ("PRA") and regulated in the United Kingdom by the FCA and the PRA. Stifel Nicolaus Europe Limited ("Stifel", and together with Barclays and J.P. Morgan Cazenove, the "Joint Bookrunners") is authorised and regulated in the United Kingdom by the FCA. Barclays, J.P. Morgan Cazenove and Stifel are each acting exclusively for the Company in connection with the Placing. None of Barclays, J.P. Morgan Cazenove or Stifel will regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Placing or any transaction, matter or arrangement described in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed upon Barclays, J.P. Morgan Cazenove and Stifel by the Financial Services and Markets Act 2000, as amended or the regulatory regime established thereunder, none of Barclays, J.P. Morgan Cazenove and Stifel nor any of their respective affiliates, directors, officers, employees, agents or advisers accepts any responsibility whatsoever, and no representation or warranty, express or implied, is made or purported to be made by any of them, or on their behalf, for or in respect of the contents of this Announcement, including its accuracy, completeness, verification or sufficiency, or concerning any other document or statement made or purported to be made by it, or on its behalf, in connection with the Company, the Placing Shares, the Placing, and nothing in this announcement is, or shall be relied upon as, a warranty or representation in this respect, whether as to the past or future. Each of the Joint Bookrunners and each of their respective affiliates directors, officers, employees, agents and advisers disclaim, to the fullest extent permitted by law, all and any liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or any such statement.

No person has been authorised to give any information or to make any representations other than those contained in this Announcement and, if given or made, such information or representations must not be relied on as having been authorised by the Company or Barclays, J.P. Morgan Cazenove or Stifel. Subject to the Listing Rules, the Prospectus Regulation Rules and the Disclosure Guidance and Transparency Rules of the FCA, the issue of this Announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this Announcement or that the information in it is correct as at any subsequent date.

Information to Distributors

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements") and/or any equivalent requirements elsewhere to the extent determined to be applicable, and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements and/or any equivalent requirements elsewhere to the extent determined to be applicable) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

 

 

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