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Delisting of Assura Shares
Assura plc
(Incorporated in England and Wales)
(Company Number: 09349441)
LEI number: 21380026T19N2Y52XF72
LSE Share Code: AGR
JSE Share Code: AHR
ISIN Code: GB00BVGBWW93
Assura Plc ("Assura")
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 CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
Delisting of Assura Shares
1. Introduction
On 23 June 2025, the boards of Primary Health Properties plc ("PHP") and Assura jointly announced the terms
of an increased and recommended shares and cash offer pursuant to which PHP would acquire the entire
issued, and to be issued, ordinary share capital of Assura (the "Revised Offer").
On 27 June 2025, PHP and Assura jointly published a revised offer document in respect of the Revised Offer
(the "Revised Offer Document"), which supplemented and updated the original offer document published by
PHP on 13 June 2025 (the "Original Offer Document").
On 12 August 2025, PHP announced that the Revised Offer had become Unconditional in all respects.
Capitalised terms used in this announcement (the "Announcement"), unless otherwise defined, have the
same meanings as set out in the Original Offer Document (as amended by the Revised Offer Document).
2. Delisting and cancellation of trading
As announced by PHP on 27 August 2025, PHP has now despatched compulsory acquisition notices under
sections 979 and 980 of the Companies Act 2006 to Assura Shareholders who have not yet validly accepted
the Revised Offer (the "Compulsory Acquisition Process").
At the request of PHP, Assura will make requests to the FCA and the London Stock Exchange respectively to
cancel the listing and trading of the Assura Shares on the Equity Shares (Commercial Companies) category
of the Official List and Main Market of the London Stock Exchange (the "LSE Delisting"). It is anticipated that
the LSE Delisting will take effect no earlier than 7.30 a.m. on 6 October 2025.
Trading of Assura's Shares on the Main Board of the JSE is expected to be suspended from 7.30 a.m. on 3
October 2025. The cancellation of the listing and trading of the Assura Shares on the Main Board of the JSE
(the "JSE Delisting"), is expected to take place shortly following the completion of the LSE Delisting and the
Compulsory Acquisition Process. It is intended that Assura will be re-registered as a private limited company
as soon as practicable following the LSE Delisting and the JSE Delisting, and a detailed timetable for the JSE
Delisting will be announced on SENS in due course.
It is expected that following the LSE Delisting and the JSE Delisting, remaining Assura Shareholders
will, in practice, only be able to sell their shares pursuant to the Compulsory Acquisition Process.
Enquiries:
Assura plc +44 (0) 161 515 2043
Jonathan Davies, Non-Executive Chair
Jonathan Murphy, Chief Executive Officer
Jayne Cottam, Chief Financial Officer
Lazard (Lead Financial Adviser to Assura) +44 (0) 20 7187 2000
Cyrus Kapadia
Patrick Long
Caitlin Martin
Barclays Bank PLC (Joint Corporate Broker and Financial +44 (0) 20 7623 2323
Adviser to Assura)
Bronson Albery
Callum West
Ronak Shah
Stifel Nicolaus Europe Limited (Joint Corporate Broker and +44 (0) 20 7710 7600
Financial Adviser to Assura)
Mark Young
Jonathan Wilkes-Green
Catriona Neville
FGS Global (PR Adviser to Assura) +44 (0) 20 7251 3801
Gordon Simpson Assura-
Anjali Unnikrishnan LON@fgsglobal.com
Grace Whelan
Travers Smith LLP is acting as legal adviser to Assura.
The LEI of Assura is 21380026T19N2Y52XF72.
Further information
Lazard & Co., Limited ("Lazard"), which is authorised and regulated by the FCA in the United Kingdom, is
acting exclusively as lead financial adviser to Assura and no one else in connection with the Combination and
will not be responsible to anyone other than Assura for providing the protections afforded to clients of Lazard
nor for providing advice in relation to this Announcement or any other matters referred to in this Announcement.
Neither Lazard nor any of its 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 Lazard in connection with this
Announcement, any statement contained herein or otherwise.
Barclays Bank PLC ("Barclays"), which is authorised by the PRA and regulated by the FCA and the PRA in
the United Kingdom, is acting exclusively as joint corporate broker and financial adviser to Assura and no one
else in connection with this Announcement and will not be responsible to anyone other than Assura for
providing the protections afforded to clients of Barclays nor for providing advice in relation to the Combination
or any other matters referred to in this Announcement. Neither Barclays nor any of its 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 Barclays in connection with this Announcement, any statement contained herein or
otherwise.
Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated by the FCA in the United Kingdom,
is acting exclusively as joint corporate broker and financial adviser to Assura and no one else in connection
with this Announcement and will not be responsible to anyone other than Assura for providing the protections
afforded to clients of Stifel nor for providing advice in relation to the Combination or any other matters referred
to in this Announcement. Neither Stifel nor any of its 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 Stifel in
connection with this Announcement, any statement contained herein or otherwise.
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, and publication of this Announcement shall not give rise to any
implication that there has been no change in the facts set forth in this Announcement since such date.
This Announcement does not constitute or form part of, and should not be construed as, any public offer under
any applicable legislation or an offer to sell or solicitation of any offer to buy any securities or financial
instruments or any advice or recommendation with respect to such securities or other financial instruments.
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 the Financial Services
and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another
appropriately authorised independent financial adviser.
Overseas Shareholders
The information contained herein is not for release, distribution or publication, directly or indirectly, in or into
the United States, Australia, Canada, Japan, New Zealand or any other Restricted Jurisdiction where
applicable laws prohibit its release, distribution or publication.
The release, publication or distribution of this Announcement in, into or from jurisdictions other than the UK
may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than
the UK should inform themselves of, and observe, any applicable legal or regulatory requirements. 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 Combination disclaim
any responsibility or liability for the violation of such restrictions by any person. This Announcement has been
prepared in accordance with and for the purpose of complying with English law, the Takeover Code, the Market
Abuse Regulation, the UK Listing Rules 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 England.
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 Financial Markets Act) that any particular transaction described in this Announcement 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.
Nothing in this Announcement should be viewed, or construed, as "advice", as that term is used in the South
African Financial Markets Act, 19 of 2012, as amended.
Notice relating to the United States
This Announcement has not been approved or disapproved by the SEC, any state securities commission in
the United States or any other U.S. regulatory authority, nor have such authorities passed upon or determined
the adequacy or accuracy of the information contained in this Announcement. Any representation to the
contrary may be a criminal offence in the United States.
It may be difficult for Assura Shareholders in the United States to enforce their rights and any claim arising out
of the U.S. federal securities laws, since Assura is located in a country other than the United States and some
or all of its officers and directors may be residents of countries other than the United States. Assura
Shareholders in the United States may not be able to sue a non-U.S. company or its officers or directors in a
non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel a non-U.S. company
and its affiliates to subject themselves to a U.S. court's jurisdiction and judgement.
Publication on a website
A copy of this Announcement and the documents required to be published pursuant to Rule 26 of the Takeover
Code 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, Assura Shareholders, 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.
5 September 2025
JSE Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Date: 05-09-2025 08:00:00
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The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
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indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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