Wrap Text
Admission of New PHP Shares - Revised Offer Closed
Primary Health Properties PLC
(Incorporated in the United Kingdom)
Company Number: 3033634
LSE Share Code: PHP
JSE Share Code: PHP
ISIN Code: GB00BYRJ5J14
LEI: 213800Y5CJHXOATK7X11
("PHP" or the "Company")
THIS ANNOUNCEMENT AND THE INFORMATION HEREIN IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
LAWS OR REGULATIONS OF THAT JURISDICTION.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR PROSPECTUS
EQUIVALENT DOCUMENT AND NO INVESTMENT DECISION IN RELATION TO THE REVISED
OFFER OR THE NEW PHP SHARES SHOULD BE MADE EXCEPT ON THE BASIS OF
INFORMATION IN THE OFFER DOCUMENT, THE REVISED OFFER DOCUMENT, THE COMBINED
CIRCULAR AND PROSPECTUS AND THE SUPPLEMENTARY PROSPECTUSES.
FOR IMMEDIATE RELEASE
11 September 2025
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
Admission of New PHP Shares
Revised Offer Closed
1. Application for Admission of New PHP Shares
On 23 June 2025, the Boards of PHP and Assura jointly announced the terms of an increased and
recommended shares and cash offer pursuant to which PHP will acquire the entire issued, and to be issued,
ordinary share capital of Assura (the "Revised Offer").
Further to the announcement by PHP on 12 August 2025 in relation to the Revised Offer becoming
unconditional in all respects, PHP announces that application has been made today by PHP for 44,845,540
New PHP Shares to be (a) admitted to the Equity Shares (Commercial Companies) category of the Official
List of the FCA and to trading on the London Stock Exchange's Main Market for listed securities, respectively
and (b) listed and traded on the Main Board of the JSE (together, "Admission"). The New PHP Shares are
expected to be admitted and commencement of dealings to become effective at 8.00 a.m. (London time) on
12 September 2025, in satisfaction of valid acceptances of the Revised Offer received by 1.00 p.m. on 10
September 2025.
A further announcement is expected to be made by PHP tomorrow morning confirming that Admission has
become effective.
2. Revised Offer Closed
The Revised Offer closed for acceptances at 1.00 p.m. on 10 September 2025 and is no longer capable of
being accepted.
3. Compulsory Acquisition
As announced on 27 August 2025, PHP has begun the implementation of the compulsory acquisition
procedure to acquire the remaining ordinary shares in respect of which the Revised Offer has not been
accepted under Chapter 3 of Part 28 of the Companies Act.
On 1 September 2025, PHP sent statutory notices under section 979 of the Companies Act informing Assura
Shareholders who have not accepted the Revised Offer (the "Remaining Assura Shareholders") that PHP
will apply the procedure under that section to compulsorily acquire all of the remaining ordinary shares in
respect of which the Revised Offer has not been accepted.
Remaining Assura Shareholders will have their ordinary shares registered in PHP's name and the
consideration due to such Remaining Assura shareholders will be sent to each Remaining Assura
shareholder or will be held on trust under section 981(9) of the Companies Act.
4. General
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).
Enquiries:
Primary Health Properties Plc +44 (0) 7970 246 725
Harry Hyman, Non-Executive Chair via Sodali & Co
Mark Davies, Chief Executive Officer
Richard Howell, Chief Financial Officer
+44 (0) 207 280 5000
Rothschild & Co (Joint Lead Financial Adviser to PHP)
Alex Midgen
Alice Squires
Sam Green
Nikhil Walia
Jake Shackleford
+44 (0) 207 260 1000
Deutsche Numis (Joint Lead Financial Adviser and Joint Broker
to PHP)
Kevin Cruickshank
Heraclis Economides
Stuart Ord
Jack McLaren
+44 (0) 20 7986 4000
Citi (Joint Financial Adviser to PHP)
Bogdan Melaniuc
James Ibbotson
Robert Redshaw
James Carton
Michael Mullen
+44 (0) 20 7418 8900
Peel Hunt (Joint Financial Adviser and Joint Broker to PHP)
Capel Irwin
Michael Nicholson
Henry Nicholls
+44 (0) 7970 246 725
Sodali & Co (Communications for PHP)
Rory Godson
Elly Williamson
Louisa Henry
CMS Cameron McKenna Nabarro Olswang LLP is acting as legal adviser to PHP.
The LEI of PHP is 213800Y5CJHXOATK7X11 and the LEI of Assura is 21380026T19N2Y52XF72.
Further information
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the FCA in
the United Kingdom, is acting exclusively as joint lead financial adviser to PHP and for no one else in
connection with the subject matter of this Announcement and will not be responsible to anyone other
than PHP for providing the protections afforded to its clients or for providing advice in connection with
the subject matter of this Announcement. Neither Rothschild & Co 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 Rothschild & Co in connection with this Announcement,
any statement contained herein or otherwise.
Numis Securities Limited ("Deutsche Numis"), which is authorised and regulated in the United Kingdom
by the FCA in the United Kingdom, is acting exclusively as joint lead financial adviser to PHP and for
no one else in connection with the subject matter of this Announcement and will not be responsible to
anyone other than PHP for providing the protections afforded to its clients or for providing advice in
connection with the subject matter of this Announcement. Neither Deutsche Numis 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 Deutsche Numis in connection with this
Announcement, any statement contained herein or otherwise.
Citigroup Global Markets Limited ("Citi"), which is authorised by the PRA and regulated by the FCA and
the PRA in the United Kingdom, is acting exclusively as joint financial adviser to PHP and for no one
else in connection with the subject matter of this Announcement and will not be responsible to anyone
other than PHP for providing the protections afforded to its clients or for providing advice in connection
with the subject matter of this Announcement. Neither Citi 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 Citi in connection with this Announcement, any statement contained herein
or otherwise.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United Kingdom by the FCA, is
acting exclusively as joint financial adviser to PHP and for no one else in connection with the subject
matter of this Announcement and will not be responsible to anyone other than PHP for providing the
protections afforded to its clients or for providing advice in connection with the subject matter of this
Announcement. Neither Peel Hunt 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 Peel
Hunt in connection with the matters referred to in this Announcement, any statement contained herein,
or otherwise.
This Announcement is for information purposes only and is not intended to, and does not, constitute, or
form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe
for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Combination or otherwise, nor shall there be any sale, issuance or transfer
of securities of Assura in any jurisdiction in contravention of applicable law. In particular, this
Announcement does not constitute an offer of securities to the public as contemplated in the South
African Companies Act, 71 of 2008.
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.
The New PHP Shares to be issued pursuant to the Revised Offer have not been and will not be
registered under the relevant securities laws of or with any securities regulatory authority of any
Restricted Jurisdiction. Accordingly, the New PHP Shares may not be offered, sold or delivered, directly
or indirectly, in or into any Restricted Jurisdiction nor to any U.S. Person or Restricted Overseas Person,
except pursuant to exemptions from the registration requirements of any such jurisdiction.
The Combination is subject to English law, the applicable requirements of the Companies Act, the
Takeover Code, the Panel, the UK Listing Rules, the Market Abuse Regulation, the FCA, the London
Stock Exchange, the Registrar of Companies, the Johannesburg Stock Exchange, the JSE Listing
Requirements and applicable securities law.
The information contained in this Announcement constitutes factual advice as contemplated in section
1(3)(a) of the South African Financial Advisory and Intermediary Services Act, 37 of 2002, as amended
("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, 19 of 2012, as amended) that any particular
transaction in respect of the Combination, 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. PHP
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, 19 of 2012, as amended.
Notice relating to the United States
This Announcement is not intended to, and does not, constitute or form part of any offer or invitation to
purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation
of any vote or approval in any jurisdiction pursuant to the Revised Offer or otherwise.
The New PHP Shares have not been and will not be registered under the U.S. Securities Act or under
the securities laws of any state or other jurisdiction of the United States and may not be offered, taken
up, sold, resold, delivered, pledged, renounced, distributed or otherwise transferred, directly or
indirectly, in or into the United States or to, or for the account or benefit of, any U.S. Person except in
transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and
in compliance with any applicable securities laws of any state or other jurisdiction of the United States.
None of the New PHP Shares, the Original Combined Circular and Prospectus, the Supplementary
Prospectus', the Original Offer Document, the Revised Offer Document, the Second Form of
Acceptance or any other offering document has 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 any of
those documents or passed upon or endorsed the merits of the Combination. Any representation to the
contrary is a criminal offence in the United States.
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.
The Company has a primary listing on the London Stock Exchange and a secondary listing on the JSE
Limited.
United Kingdom
Sponsor: PSG Capital
Date: 11-09-2025 02:30:00
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