Wrap Text
Grant of extension to deadline for posting of scheme document
Assura plc
(Incorporated in England and Wales)
(Company Number: 09349441)
LEI number: 21380026T19N2Y52XF72
LSE Share Code: AGR
JSE Share Code: AHR
ISIN Code: GB00BVGBWW93
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.
FOR IMMEDIATE RELEASE
6 May 2025
RECOMMENDED 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
to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
Grant of extension to deadline for posting of scheme document
On 9 April 2025, the boards of Assura and Bidco announced that they had reached agreement on the
terms of a recommended cash offer for the entire issued and to be issued ordinary share capital of
Assura by Bidco (the "Acquisition") proposed to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act (the "Scheme").
It was also announced that a scheme document, containing further information about the Acquisition
and notices of a court meeting and general meeting, together with the associated forms of proxy
("Scheme Document"), would be posted to Assura shareholders as soon as practicable and in any
event by 7 May 2025.
Due to a delay in the process of obtaining approval to post the Scheme Document from the
Johannesburg Stock Exchange, it is not possible to post the Scheme Document within the timeframe
specified. Consequently, the Board of Assura has sought, and obtained, from the Panel an extension
of the deadline for posting the Scheme Document to 5.00 p.m. (London time) on 21 May 2025.
Notwithstanding the extended deadline, the Board of Assura intends to finalise and post the Scheme
Document as soon as reasonably practicable, and in any event within two business days, following
receipt of approval from the Johannesburg Stock Exchange.
The Board of Assura, who have been so advised by Lazard as to the financial terms of the Acquisition,
consider the terms of the Acquisition to be fair and reasonable, and intend to unanimously recommend
that Assura shareholders vote in favour of the Scheme at the court meeting and in favour of the special
resolution to be proposed at the general meeting.
This announcement has been made with the consent of 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 Assura-LON@fgsglobal.com
Grace Whelan
Jefferies International Limited (Financial Adviser to Bidco) 020 7029 8000
Philip Noblet
Dai Clement
Thomas Forrow
Tom Yeadon
Thomas Bective
Andrew Morris
FGS Global (PR Adviser to Bidco) 020 7251 3801
Faeth Birch KKR-LON@fgsglobal.com
Alastair Elwen
Travers Smith LLP is acting as legal adviser to Assura in connection with the Acquisition.
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.
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 Acquisition 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 Acquisition 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 Acquisition, 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.
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 Scheme Document (or, if the Acquisition is
implemented by way of a Takeover Offer, the Offer Document) which shall contain the full terms and
Conditions of the Acquisition, including details of how to vote in respect 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, the United States or South Africa may be restricted by law. Persons who are not
resident in the United Kingdom, the United States 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 and no person may vote
in favour of the Acquisition by any such means from or within a Restricted Jurisdiction or any other
jurisdiction if to do so would constitute a violation of the laws of 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 (and, in particular, their ability to vote their Assura Shares with respect to the Scheme
at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf)
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 Scheme 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 Acquisition is being made to acquire the securities of an English company by means of a scheme
of arrangement provided for under English law. A transaction effected by means of a scheme of
arrangement is not subject to the tender offer or proxy solicitation rules under the US Exchange Act.
Accordingly, the Acquisition will be subject to disclosure requirements and practices applicable in the
United Kingdom to schemes of arrangement, which are different from the disclosure requirements of
the US tender offer and proxy solicitation rules.
The financial information included in this Announcement and the Scheme Document (or, if the
Acquisition is implemented by way of a Takeover Offer, 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.
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.
If Bidco were to elect to implement the Acquisition by means of a Takeover Offer and determines to
extend the Takeover Offer into the United States, such Takeover Offer would be made in compliance
with applicable US laws and regulations, including to the extent applicable Section 14(e) of the US
Exchange Act and Regulation 14E thereunder, and in accordance with the Takeover Code. Such a
takeover would be made in the United States by Bidco and no one else. Accordingly, the Acquisition
would be subject to 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 receipt of cash pursuant to the Acquisition by a US Assura Shareholder as consideration for the
transfer of its Assura Shares pursuant to the Scheme 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 and/or Scheme 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 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.
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, Bidco
or Assura 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 and Assura 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
outcome of business or industry restructuring, future market and economic conditions, currency
fluctuations, changes in interests and tax rates, the behaviour of other market participants, the outcome
of any litigation, the actions of governmental regulators and other risk factors such as ability to continue
to obtain financing to meet liquidity needs, the timing and success of future acquisition opportunities,
changes in the political, social, legal and regulatory framework or in economic trends or conditions,
including inflation and consumer confidence, on a global, regional or national basis. 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.
Although Bidco and Assura believe that the expectations reflected in such forward looking statements
are reasonable, Bidco, KKR, Stonepeak, Assura, the Wider Bidco Group nor the Wider Assura 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 the Wider Assura Group, or any of their respective associates, directors, officers,
employees or advisers, are expressly qualified in their entirety by the cautionary statement above.
Bidco, KKR, Stonepeak, Assura, the Wider Bidco Group and the Wider Assura 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.
No profit forecasts, profit estimates or quantified financial benefits statements
No statement in this Announcement, or incorporated by reference in this Announcement, is intended as
a profit forecast, profit estimate or quantified financial benefits statement for any period and no
statement in this Announcement should be interpreted to mean that earnings or earnings per share for
Assura for the current or future financial years would necessarily match or exceed the historical
published earnings or earnings per Assura Share.
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 www.assuraplc.com/investor-relations 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.
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.
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.
6 May 2025
Corporate Advisor and JSE Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Date: 06-05-2025 03:15:00
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