Wrap Text
Recommended Cash Acquisition of Assura plc by
Sana Bidco Limited
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" or the "Company")
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
9 April 2025
RECOMMENDED CASH ACQUISITION
of 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
Summary
- The boards of directors of Assura and Bidco are pleased to announce that they have 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 is to be effected by means of a scheme
of arrangement under Part 26 of the Companies Act.
- Under the terms of the Acquisition, which will be subject to the Conditions and further terms set
out in this Announcement and the full terms and conditions to be set out in the Scheme
Document, each Assura Shareholder shall be entitled to receive:
for each Assura Share 49.4 pence in cash (the "Offer Value")
comprising, for each Assura Share held:
- 48.56 pence in cash from Bidco (the "Cash Consideration"); and
- a quarterly interim dividend of 0.84 pence announced on 18 February 2025 and due
to be paid on 9 April 2025 (the "Permitted Dividend").
- The Offer Value represents 100 per cent. of Assura's EPRA NTA per Assura Share of 49.4 pence
as at 30 September 2024.
- The Offer Value represents an attractive premium of approximately:
- 31.9 per cent. to the Closing Price of 37.4 pence per Assura Share on 13 February
2025 (being the last Business Day prior to 14 February 2025, the commencement
of the Offer Period);
- 33.9 per cent. to the volume weighted average price of 36.9 pence per Assura Share
for the one-month period ended 13 February 2025; and
- 30.6 per cent. to the volume weighted average price of 37.8 pence per Assura Share
for the three-month period ended 13 February 2025.
- The Acquisition values the entire issued and to be issued ordinary share capital of Assura at
approximately £1,608 million on a fully diluted basis.
- Where any dividend, distribution or other return of capital is announced, authorised, declared,
made or paid or becomes payable in respect of Assura Shares on or after the date of this
Announcement (other than the Permitted Dividend):
- if such dividend, distribution and/or other return of capital is paid or made prior to
the Effective Date, then Bidco reserves its right to reduce the Cash Consideration
by an amount up to the aggregate amount of such dividend, distribution and/or other
return of capital; or
- if and to the extent that such dividend, distribution and/or other return of capital is
not paid or made or is not payable in respect of Assura Shares prior to the Effective
Date, such dividend, distribution and/or other return of capital shall be cancelled,
and the Cash Consideration shall not be subject to change in accordance with this
paragraph.
- If Bidco exercises its rights to reduce the Cash Consideration as described in the preceding
paragraph, Assura Shareholders would be entitled to retain any such dividend, distribution or
other return of capital, and any reference in this Announcement to the Cash Consideration shall
be deemed to be a reference to the consideration as so reduced. Any exercise of such right by
Bidco shall be the subject of an announcement and not be regarded as constituting any revision
or variation of the terms of the Scheme.
The cash consideration payable under the Acquisition is priced in pounds Sterling. However, Assura
Shareholders on the South African register will, as is required, receive any such cash consideration
due to them under the terms of the Acquisition in South African Rand. The Scheme Document will
include further details in relation to this currency exchange.
Transaction overview
- Cash acquisition of Assura by Bidco, recommended unanimously by the Assura Board.
- Assura is a market leading investor and developer of specialist healthcare infrastructure assets
in the UK and Ireland.
- Against the backdrop of shifting demographic and structural trends, KKR and Stonepeak believe
that Assura has a crucial and growing role to play in the provision of critical healthcare
infrastructure in the UK and Ireland over the long term.
- KKR and Stonepeak further believe that Assura has a highly attractive portfolio of assets and a
management team with significant industry knowledge and experience, which meet the
objectives of KKR's and Stonepeak's respective infrastructure investment strategies.
- KKR and Stonepeak recognise that Assura has a capital-intensive strategy and believe that
private ownership can better access this significant opportunity by allowing Assura to make
sustained capital investments without the need for asset sales
- KKR and Stonepeak intend to support the Assura management team and its strategy of asset
development, enhancement and acquisition in the specialist healthcare infrastructure space as
well as its sustainability and social objectives. KKR's and Stonepeak's extensive access to long
term capital and their global network and expertise will enable the Assura team to accelerate its
investment strategy and grow Assura's asset base under private ownership.
Assura recommendation
- The Assura Directors, 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. In providing their
advice to the Assura Directors, Lazard has taken into account the commercial assessments of
the Assura Directors. Lazard is providing independent financial advice to the Assura Directors for
the purposes of Rule 3 of the Takeover Code.
- Accordingly, the Assura Directors intend to recommend unanimously that Assura Shareholders
vote in favour of the Scheme at the Court Meeting and that Assura Shareholders vote in favour
of the Special Resolutions to be proposed at the Assura General Meeting.
Irrevocable undertakings
- Assura Directors who hold interests in Assura Shares have irrevocably undertaken to vote (or
procure votes) to approve the Scheme at the Court Meeting and to vote (or procure votes) in
favour of the Special Resolutions to be proposed at the Assura General Meeting (or, if the
Acquisition is subsequently structured as a Takeover Offer, to accept (or procure the acceptance
of) any Takeover Offer made by Bidco in accordance with the terms of the irrevocable
undertaking) in respect of their own beneficial holdings for which they control the voting rights
(and the beneficial holdings of their close relatives), amounting to an aggregate of 4,638,828
Assura Shares, representing approximately 0.1 per cent. of Assura's issued ordinary share
capital on the Latest Practicable Date.
- Further details of these irrevocable undertakings are set out in Appendix III to this Announcement.
Information on Assura
- Assura is the UK's leading diversified healthcare real estate investment trust (REIT), specialising
in the development, investment and management of primary care centres, hospitals and other
specialist healthcare properties. Founded and listed on the London Stock Exchange in 2003 as
the Medical Property Investment Fund before being renamed Assura Group Ltd and later Assura
plc, Assura is a constituent of the FTSE 250 and the EPRA indices and has a secondary listing
on the Johannesburg Stock Exchange. In July 2024, Assura became a B Corporation, making it
the first FTSE 250 business to be recognised with the certification. Assura had a market
capitalisation of £1.2 billion as at the Undisturbed Date and has a strong track record of growing
financial returns and dividends for shareholders.
- Assura is the long-term property partner to more than 600 healthcare buildings with access to
four growth markets: GPs, NHS Trusts, private providers and the Republic of Ireland. The
Company leverages its unique understanding of the challenges facing the healthcare sector, and
two decades of experience, to provide high-quality, modern and sustainable facilities that enable
better health outcomes for over six million patients across the UK and Ireland. As at 30
September 2024, Assura's portfolio was valued at over £3.1 billion.
- For the purposes of Rules 29.1(a) and 29.1(d) of the Takeover Code, an updated valuation of
Assura's property portfolio as at 31 March 2025 will be included in the Scheme Document (or, if
applicable, the Offer Document).
Information on Bidco, KKR and Stonepeak
- Bidco is a newly formed company indirectly wholly owned by (i) funds advised by KKR and (ii)
funds advised by Stonepeak.
- KKR is a leading global investment firm with $638 billion in assets under management (as of
December 2024). KKR invests globally across private equity, credit and real assets like
infrastructure and real estate, and also offers capital markets and insurance solutions.
KKR has significant experience and deep roots in infrastructure investing. KKR established its
Global Infrastructure strategy in 2008 and has since been one of the most active infrastructure
investors around the world, with a team of over 160 individuals, including more than 130
investment professionals and over 30 additional value-creation executives that are fully
dedicated to Infrastructure. The firm has made nearly 100 infrastructure investments spanning
the globe across various sectors including renewables, utilities, midstream, transportation, water
and communications, and currently manages in excess of $80 billion in infrastructure AUM.
KKR will invest in the Acquisition through KKR's diversified core infrastructure strategy, which
buys and holds core infrastructure assets within an open-ended structure, which KKR believes
best aligns with the long-term nature of the underlying assets. The stability that this open-ended
capital delivers aligns strongly with Assura's strategy.
The Acquisition would further strengthen KKR's presence and investment activity in the UK,
where KKR has a long track record. KKR's first investment in the UK was in 1996 and its office
in London was opened in 1999, which has since grown to ~130 investment professionals and is
the headquarters of the European infrastructure business. KKR has invested over £20 billion of
capital in the UK across all asset classes, including some of the UK's largest infrastructure
businesses including Hyperoptic, Viridor, SMS, John Laing, ContourGlobal, Northumbrian Water,
Zenob, and Dawsongroup.
- Stonepeak is the world's largest independent infrastructure specialist, managing approximately
$72 billion of assets (as of September 2024). With a team of more than 150 investment
professionals focused exclusively on infrastructure, Stonepeak identifies thematic opportunities
to invest capital into businesses that provide essential services powering economic and social
advancement in sectors with durable tailwinds. Over the past 14 years, Stonepeak has also made
successful investments across Real Estate and Credit, building diversified strategies across
these sectors in support of its core specialism of Infrastructure.
Stonepeak has made more than 70 infrastructure investments operating across more than 60
countries across its target sectors of Digital Infrastructure, Energy and Energy Transition,
Transportation and Logistics, and Social Infrastructure. To date, Stonepeak has invested in Social
Infrastructure subsectors including Education, Healthcare, and Public Safety Infrastructure. The
Acquisition represents a natural fit for Stonepeak as it features classic infrastructure
characteristics including the provision of a highly essential service and an attractive financial
profile with predictable and inflation-linked cashflows.
Stonepeak will invest in the Acquisition through its Global Core strategy, which targets core
infrastructure assets located in developed markets globally, with a focus on cash yields and long-
term, inflation-linked revenue streams.
From its London office, opened in 2022, Stonepeak provides capital, hands-on operational
support and partnership to its critical investments in European infrastructure, committing $6
billion of investment to date. Several of these European investments are headquartered in or
operate in the UK, including euNetworks, The AA, and Inspired Education.
Timetable and Conditions
- The Acquisition will be put to Assura Shareholders at the Court Meeting and at the Assura
General Meeting. The Court Meeting and the Assura General Meeting are required to enable
Assura Shareholders to consider and, if thought fit, vote in favour of the Scheme and the Special
Resolutions required to implement the Scheme. In order to become Effective, the Scheme must
be approved by a majority in number of the Assura Shareholders present and voting at the Court
Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Assura
Shares voted. In addition, the Special Resolutions to implement the Scheme must be passed by
Assura Shareholders representing at least 75 per cent. of votes cast at the Assura General
Meeting.
- The Acquisition is subject to the Conditions and further terms set out in Appendix I to this
Announcement. It is expected that, subject to the satisfaction or waiver of all relevant conditions,
the Acquisition will become Effective early in the third quarter of 2025.
- The Scheme Document, containing the full terms and conditions of the Acquisition, further
information about the Acquisition (including a portfolio valuation as at 31 March 2025 reported
on in accordance with Rule 29 of the Takeover Code) and notices of the Court Meeting and the
Assura General Meeting, together with the forms of proxy, will be published within 28 days of the
date of this Announcement (or such later date as Bidco, Assura and the Panel agree).
Commenting on the Acquisition, Ed Smith, Non-Executive Chair of Assura, said:
"The board of Assura is focused on delivering maximum value for Assura Shareholders. The cash
offer from KKR and Stonepeak allows Assura Shareholders to realise their investment at an
attractive price. At the same time, I am confident that the Company will continue to flourish under
the ownership of KKR and Stonepeak. With the benefit of the additional capital that KKR and
Stonepeak can provide, Assura will be able to continue to support the NHS and other healthcare
providers in delivering improved health outcomes."
Commenting on the Acquisition, Jonathan Murphy, Chief Executive Officer of Assura, said:
"The cash offer from KKR and Stonepeak offers an attractive opportunity for Assura Shareholders
to crystallise value immediately and enables the Company to accelerate its growth via additional
investment in critical healthcare infrastructure in the UK and Ireland. My team and I look forward to
working closely with KKR and Stonepeak in the years ahead."
Commenting on the Acquisition, Tara Davies, Partner, Co-Head of EMEA and Co-Head of European
Infrastructure at KKR, said:
"Assura is a market leader in healthcare infrastructure and we share the company's objective of
building best-in-class facilities to support the delivery of national healthcare objectives. Delivering
this effectively requires significant investment in Assura's platform, a long-term perspective and the
ability to fund Assura's growth through long-term and flexible capital. Together, KKR and Stonepeak
bring deep pockets and understanding of UK infrastructure and real estate, and a shared track
record of accelerating growth and investment."
Commenting on the Acquisition, Nikolaus Woloszczuk, Senior Managing Director at Stonepeak,
said:
"Assura represents a strong fit for our Core infrastructure strategy with its long-term, contracted
customer relationships, the inflation-linked nature of the business, and its essentiality as healthcare
needs increase in the UK. Its primary care centres and hospitals play an important role in the
provision of healthcare services across the country. Ensuring that these assets can continue to fulfil
an essential service to communities, now and in the future, is a core focus of the consortium and we
believe this will be more effectively and more sustainably achieved in private ownership. Stonepeak
and KKR share a common approach to infrastructure investing based on active operational
engagement, and we will bring all our resources to bear in supporting Assura's management team
deliver on their long-term ambitions for the company."
This summary should be read in conjunction with, and is subject to, the full text of this
Announcement. The Acquisition shall be subject to the Conditions and further terms set out
in Appendix I to this Announcement and to the full terms and conditions which shall be set
out in the Scheme Document. Appendix II to this Announcement contains the sources of
information and bases of calculations of certain information contained in this summary and
the Announcement, Appendix III to this Announcement contains a summary of the
irrevocable undertakings received in relation to this Acquisition and Appendix IV to this
Announcement contains definitions of certain expressions used in this summary and in this
Announcement.
Enquiries:
Assura plc +44 (0) 161 515 2043
Ed Smith
Jonathan Murphy
Jayne Cottam
Lazard (Lead Financial Adviser to Assura) +44 (0) 20 7187 2000
Cyrus Kapadia
Patrick Long
Caitlin Martin
Barclays Bank PLC (Joint Corporate Broker +44 (0) 20 7623 2323
and Financial Adviser to Assura)
Bronson Albery
Tom Macdonald
Callum West
Stifel Nicolaus Europe Limited (Joint +44 (0) 20 7710 7600
Corporate Broker and 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-LON@fgsglobal.com
Grace Whelan
Jefferies International Limited (Financial +44 (0) 20 7029 8000
Adviser to Bidco)
Philip Noblet
Dai Clement
Thomas Forrow
Tom Yeadon
Thomas Bective
Andrew Morris
FGS Global (PR Adviser to Bidco) +44 (0) 20 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.
Inside Information
This Announcement contains inside information as defined in the UK version of the Market Abuse
Regulation (EU) No.596/2014, which is part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018. Upon the publication of this Announcement via a Regulatory Information
Service, such inside information will be considered to be in the public domain.
Important Notices
Lazard and Stifel, which are each separately authorised and regulated in the United Kingdom by the
FCA and Barclays which is authorised by the 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, as relevant, 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 this Announcement, any statement contained herein or otherwise.
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 loss of or damage to one or more key customer relationships, changes to customer
ordering patterns, delays in obtaining customer approvals for engineering or price level changes,
the failure of one or more key suppliers, the outcome of business or industry restructuring, the
outcome of any litigation, changes in economic conditions, currency fluctuations, changes in interest
and tax rates, changes in raw material or energy market prices, changes in laws, regulations or
regulatory policies, developments in legal or public policy doctrines, technological developments,
the failure to retain key management, or the timing and success of future acquisition opportunities
or major investment projects. 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. Neither 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 share for Assura.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. 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 p.m. (London time) on the 10th
business day following the commencement of the Offer Period and, if appropriate, by no later than
3.30 p.m. (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 Takeover Code, any person who is, or becomes, interested in 1 per cent.
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 p.m.
(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.
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 to comply with Rule 2.11(c) of the
Takeover Code.
Publication on a website
A copy of this Announcement and the documents required to be published by Rule 26 of the
Takeover Code shall 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/shareholder-information/offer-from-kkr-and-stonepeak by 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 websites referred to in this Announcement are not incorporated into and do 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 the Assura Share Plans may request a hard copy of this Announcement
(and any document or information incorporated by reference into this Announcement), free of
charge, by contacting MUFG Corporate Markets during business hours (9 a.m. to 5.30 p.m. (London
time) Monday to Friday excluding public holidays in England and Wales) on +44 (0) 371 664 0300
or by submitting a request in writing to MUFG Corporate Markets at Central Square, 29 Wellington
Street, Leeds LS1 4DL. Calls are charged at the standard geographic rate and will vary by provider.
Calls from outside the United Kingdom are charged at the applicable international rate.
Assura Shareholders recorded on the South African register may request hard copies of this
Announcement by contacting JSE Investor Services during business hours (8 a.m. to 4.30 p.m.
(South African Standard Time) Monday to Friday excluding public holidays in South Africa) on 086
147 2644 (from within South Africa) and +27 11 029 0112 (from outside South Africa) or by submitting
a request in writing to JSE Investor Services at One Exchange Square, 2 Gwen Lane, Sandown,
Sandton 2196, South Africa or via email at specialprojects@jseinvestorservices.co.za. Calls are
charged at the standard geographic rate and will vary by provider. Calls from outside South Africa
are charged at the applicable international rate.
In accordance with Rule 30.3 of the Takeover Code, a person so entitled may also request that all
future documents, announcements and information in relation to the Acquisition should be sent to
them in hard copy form. If you have received this Announcement in electronic form or via a website
notification, hard copies of this Announcement and any document or information incorporated by
reference into this Announcement will not be provided unless such a request is made.
Rounding
Certain figures included in this Announcement have been subjected to rounding adjustments.
Accordingly, figures shown for the same category presented in different tables may vary slightly and
figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that
precede them.
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.
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
9 April 2025
RECOMMENDED CASH ACQUISITION
of
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
1 Introduction
The boards of directors of Bidco and Assura are pleased to announce that they have 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 is to be effected by means of a scheme of
arrangement under Part 26 of the Companies Act.
2 The Acquisition
Under the terms of the Acquisition, which shall be subject to the Conditions and further terms set
out in Appendix I to this Announcement and to be set out in the Scheme Document, Assura
Shareholders who are on the register of members of Assura at the Scheme Record Time shall be
entitled to receive:
for each Assura Share 49.4 pence in cash (the "Offer Value")
comprised of:
- cash consideration of 48.56 pence per Assura Share (the "Cash Consideration"); and
- the quarterly interim dividend of 0.84 pence per Assura Share announced on 18 February
2025 and due to be paid on 9 April 2025 (the "Permitted Dividend").
The Offer Value represents 100 per cent. of Assura's EPRA NTA per Assura Share of 49.4 pence as
at 30 September 2024.
The Offer Value represents an attractive premium of approximately:
- 31.9 per cent. to the Closing Price of 37.4 pence per Assura Share on 13 February 2025
(being the last Business Day prior to 14 February 2025, the commencement of the Offer
Period);
- 33.9 per cent. to the volume weighted average price of 36.9 pence per Assura Share for the
one-month period ended 13 February 2025; and
- 30.6 per cent. to the volume weighted average price of 37.8 pence per Assura Share for the
three-month period ended 13 February 2025.
The Acquisition values the entire issued and to be issued ordinary share capital of Assura at
approximately £1,608 million on a fully diluted basis.
Where any dividend, distribution or other return of capital is announced, authorised, declared, made
or paid or becomes payable in respect of Assura Shares on or after the date of this Announcement
(other than the Permitted Dividend):
- if such dividend, distribution and/or other return of capital is paid or made prior to the Effective
Date, then Bidco reserves its right to reduce the Cash Consideration by an amount up to the
aggregate amount of such dividend, distribution and/or other return of capital; or
- if and to the extent that such dividend, distribution and/or other return of capital is not paid or
made or is not payable in respect of Assura Shares prior to the Effective Date, such dividend,
distribution and/or other return of capital shall be cancelled, and the Cash Consideration shall
not be subject to change in accordance with this paragraph.
If Bidco exercises its rights to reduce the Cash Consideration as described in the preceding
paragraph, Assura Shareholders would be entitled to retain any such dividend, distribution or other
return of capital, and any reference in this Announcement to the Cash Consideration shall be
deemed to be a reference to the consideration as so reduced. Any exercise of such right by Bidco
shall be the subject of an announcement and not be regarded as constituting any revision or variation
of the terms of the Scheme.
The cash consideration payable under the Acquisition is priced in pounds Sterling. However, Assura
Shareholders on the South African register will, as is required, receive any such cash consideration
due to them under the terms of the Acquisition in South African Rand. The Scheme Document will
include further details in relation to this currency exchange.
The Scheme Document, containing the full terms and conditions of the Acquisition, further
information about the Acquisition (including a portfolio valuation as at 31 March 2025 reported on in
accordance with Rule 29 of the Takeover Code) and notices of the Court Meeting and the Assura
General Meeting, together with the forms of proxy, is expected to be published within 28 days of the
date of this Announcement unless otherwise agreed by the Panel, Bidco and Assura.
It is expected that, subject to the satisfaction or waiver of all relevant conditions, the Acquisition will
become Effective early in the third quarter of 2025.
3 Background to and reasons for the Acquisition
KKR and Stonepeak recognise Assura's market-leading position as a specialist investor, developer
and manager of primary care centres, hospitals and other specialist healthcare properties and its
strong and highly experienced management team. Assura has demonstrated a long track record of
successful asset development, enhancement and acquisition, managing a highly attractive portfolio
of over 600 assets which provide a crucial role in the provision of healthcare infrastructure in the UK
and Ireland.
Assura's specialist purpose-built healthcare assets, underpinned by long term, inflation linked cash
flow streams and public or publicly-backed counterparties, further demonstrate the characteristics
that KKR and Stonepeak seek in their infrastructure investments.
There is demand and opportunity for Assura to pursue investment at scale, both to grow its portfolio
and drive asset enhancement while also continuing to meet its ambitions in sustainability and
delivering social values in the communities it operates in. KKR and Stonepeak believe that Assura's
portfolio of healthcare properties is in prime position to fulfil an important role in the healthcare
system by providing the necessary infrastructure to support the UK Government's priorities in
moving more care into primary and community settings.
To unlock the significant opportunity ahead of Assura requires sustained and substantial capital
investments over the long-term. KKR and Stonepeak do not believe that Assura's current capital
structure and public ownership allows the business to invest at the level required to execute
successfully and make the most of the growth opportunity. Private ownership will allow Assura to
accelerate the delivery of new healthcare buildings and provide a stronger platform for patients,
clinicians and the healthcare system, without the need for asset sales to fund growth initiatives or
repay debt.
To this effect, KKR and Stonepeak believe they have made a highly attractive offer to Assura's
shareholders which delivers the certainty of cash today, in contrast to the risks, uncertainty and
significant capital requirements associated with delivering Assura's strategy and future growth as a
public company.
KKR and Stonepeak will provide Assura with new and flexible capital through their respective Core
infrastructure strategies, which are long-term investment vehicles, to deliver healthcare properties
across a portfolio of assets for GPs, the NHS, private hospitals, pharmacies and other healthcare
properties that serve the public.
KKR's and Stonepeak's experience, operational capabilities, access to capital and commitment to a
highly collaborative, long-term approach to their investments make them a value adding partner to
Assura through its next phase of growth. KKR and Stonepeak have decades of investment
experience in the infrastructure sector in the UK and globally, and a highly successful track record
of helping to grow their partner businesses. KKR and Stonepeak are committed to supporting Assura
and its management team with the full global strength and expertise of both their firms throughout
the value creation process. KKR and Stonepeak intend to deploy further capital to the portfolio to
continue Assura's growth.
4 Recommendation
The Assura Directors, 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. In providing their advice
to the Assura Directors, Lazard has taken into account the commercial assessments of the Assura
Directors. Lazard is providing independent financial advice to the Assura Directors for the purposes
of Rule 3 of the Takeover Code.
Accordingly, the Assura Directors intend to unanimously recommend that Assura Shareholders vote
in favour of the Scheme at the Court Meeting and that Assura Shareholders vote in favour of the
Special Resolutions to be proposed at the Assura General Meeting.
5 Background to and reasons for the Recommendation
Assura is a sector-leading healthcare REIT which owns a high quality, diversified portfolio of
healthcare real estate in the United Kingdom and Ireland. Assura has delivered sustainable growth
in the last 10 years and has built a platform capable of deploying capital into several attractive
verticals. In 2024, Assura enhanced its portfolio through a strategic repositioning, which
complemented the stable income from its portfolio of NHS GP surgeries with higher-returning
investments in private healthcare assets. However, Assura's operational capability, track record and
growth potential have not been reflected in the Company's share price, which has traded at a
discount to EPRA NTA per share since September 2022.
Investing in Assura's substantial pipeline of attractive investment opportunities requires additional
capital and the challenges facing UK REITs such as Assura in raising equity in the public markets
have constrained the Company's growth. This situation has been exacerbated by recent volatility in
the global equity markets.
Over the course of the past six months, KKR has submitted five indicative non-binding proposals to
the Assura Board to acquire the Company, the first four of which were rejected by the Assura Board.
On 14 February 2025, following media speculation regarding an indicative cash offer for the
Company, the Company announced it had received a preliminary and unsolicited proposal from KKR
and USSIM. On 17 February 2025, KKR confirmed that it had made a non-binding offer for the
Company at 48.0 pence per Assura Share, inclusive of the future dividends. On the same day,
USSIM issued an announcement stating that it had no intention of making an offer for the Company.
Following these two announcements, the Assura Board consulted extensively with the Company's
shareholders.
On 10 March 2025, the Assura Board announced that it had received a fifth proposal from KKR, as
part of a consortium with Stonepeak, at a price of 49.4 pence per Assura Share, consisting of 48.56
pence per Assura Share in cash consideration and the quarterly interim dividend of 0.84 pence per
Assura Share which was declared on 18 February 2025. Having carefully assessed this proposal
with its advisers and having consulted with the Company's major shareholders, the Assura Board
indicated to KKR and Stonepeak that, should a firm offer be made on the same financial terms, it
would be minded to recommend such an offer to Assura Shareholders, subject to the agreement of
the other terms of the offer.
On 4 March 2025, the Assura Board received an indicative, non-binding proposal from Primary
Health Properties PLC ("PHP") regarding a possible all-share combination. The Assura Board
rejected this offer on 10 March 2025 on the grounds that the proposal from PHP undervalued the
Company. However, the Assura Board and its advisers engaged with PHP and its advisers and
provided PHP with equivalent due diligence information and access to management as the
Company provided to KKR and Stonepeak.
On 3 April 2025, PHP announced a revised indicative share and cash proposal with the cash
component representing approximately 20 per cent. of the total offer value. On 7 April, the Assura
Board extended PHP's PUSU deadline to 5 May 2025 in order to facilitate ongoing engagement with
PHP.
The Assura Board assessed the proposal from PHP with its advisers, consulted extensively with its
shareholders, and concluded that the offer from KKR and Stonepeak remained more attractive than
the proposal from PHP as the offer from KKR and Stonepeak provided shareholders with the
opportunity to receive cash consideration at a higher value per share than the proposal from PHP
and with materially less risk. Accordingly, the Assura Board announced on 9 April 2025 that it had
rejected the share and cash proposal from PHP.
The Assura Board concluded that the offer from KKR and Stonepeak represents a compelling
opportunity for Assura Shareholders to achieve a significant and immediate realisation of their
investment in the Company at an attractive premium.
In reaching this conclusion, the Board has considered a range of factors including the following:
- that the Offer Value of 49.4 pence per Assura Share, which consists of 48.56 pence of Cash
Consideration per Assura Share and the Permitted Dividend of 0.84 pence per Assura
Share declared on 18 February 2025 and paid on 9 April 2025, represents a premium of:
- 31.9 per cent. to the unaffected share price of 37.4 pence as at 13 February 2025;
- 33.9 per cent. to the volume weighted average share price of 36.9 pence over the
one-month period ended 13 February 2025; and
- 30.6 per cent. to the volume weighted average share price of 37.8 pence over the
three-month period ended 13 February 2025;
- that the Offer Value represents 100 per cent. of Assura's EPRA NTA per Assura Share of
49.4 pence as at 30 September 2024;
- that the Acquisition provides Assura Shareholders with the opportunity to realise the entirety
of their investment in the Company in cash;
- KKR's and Stonepeak's endorsement of the Company's strategy of creating a diversified
healthcare real estate portfolio of scale;
- KKR's and Stonepeak's commitment to accelerating Assura's growth via the additional
capital that they intend to provide, which will allow the Company to invest without the need
for asset recycling;
- the increased flexibility that Assura will enjoy with respect to capital structure, funding policy
and hence, by extension, to the pursuit of new investment opportunities; and
- the benefits to the Company arising from KKR's and Stonepeak's experience, capabilities,
long-term investment horizon and track record of value creation.
Accordingly, following careful consideration of the above factors, the Assura Directors intend to
recommend unanimously that Assura Shareholders vote in favour of the Scheme at the Court
Meeting and that Assura Shareholders vote in favour of the Special Resolutions to be proposed at
the Assura General Meeting.
6 Irrevocable undertakings
Assura Directors who hold interests in Assura Shares have irrevocably undertaken to vote (or
procure votes) to approve the Scheme at the Court Meeting and to vote (or procure votes) in favour
of the Special Resolutions to be proposed at the Assura General Meeting (or, if the Acquisition is
subsequently structured as a Takeover Offer, to accept (or procure the acceptance of) any Takeover
Offer made by Bidco in accordance with the terms of the irrevocable undertaking) in respect of their
own beneficial holdings for which they control the voting rights (and the beneficial holdings of their
close relatives), amounting to an aggregate of 4,638,828 Assura Shares, representing
approximately 0.1 per cent. of Assura's issued ordinary share capital on the Latest Practicable Date.
Further details of the irrevocable undertakings described above are set out in Appendix III to this
Announcement.
7 Information on Bidco, KKR and Stonepeak
Bidco is a newly formed private limited company incorporated in Jersey and indirectly wholly owned
by (i) funds advised by KKR and its affiliates and (ii) funds advised by Stonepeak and its affiliates.
Information on KKR
KKR is a leading global investment firm with $638 billion in assets under management (as of
December 2024). KKR invests globally across private equity, credit and real assets like infrastructure
and real estate, and also offers capital markets and insurance solutions.
KKR has significant experience and deep roots in infrastructure investing. KKR established its
Global Infrastructure strategy in 2008 and has since been one of the most active infrastructure
investors around the world, with a team of over 160 individuals, including more than 130 investment
professionals and over 30 additional value-creation executives that are fully dedicated to
Infrastructure. The firm has made nearly 100 infrastructure investments spanning the globe across
various sectors including renewables, utilities, midstream, transportation, water and
communications, and currently manages in excess of $80 billion in infrastructure AUM.
KKR will invest in the Acquisition through KKR's diversified core infrastructure strategy, which buys
and holds core infrastructure assets within an open-ended structure, which KKR believes best aligns
with the long-term nature of the underlying assets. The stability that this open-ended capital delivers
aligns strongly with Assura's strategy.
The Acquisition would further strengthen KKR's presence and investment activity in the UK, where
KKR has a long track record. KKR's first investment in the UK was in 1996 and its office in London
was opened in 1999, which has since grown to ~130 investment professionals and is the
headquarters of the European infrastructure business. KKR has invested over £20 billion of capital
in the UK across all asset classes, including some of the UK's largest infrastructure businesses
including Hyperoptic, Viridor, SMS, John Laing, ContourGlobal, Northumbrian Water, Zenob, and
Dawsongroup.
Information on Stonepeak
Stonepeak is the world's largest independent infrastructure specialist, managing approximately $72
billion of assets (as of September 2024). With a team of more than 150 investment professionals
focused exclusively on infrastructure, Stonepeak identifies thematic opportunities to invest capital
into businesses that provide essential services powering economic and social advancement in
sectors with durable tailwinds. Over the past 14 years, Stonepeak has also made successful
investments across Real Estate and Credit, building diversified strategies across these sectors in
support of its core specialism of Infrastructure.
Stonepeak has made more than 70 infrastructure investments operating across more than 60
countries across its target sectors of Digital Infrastructure, Energy and Energy Transition,
Transportation and Logistics, and Social Infrastructure. To date, Stonepeak has invested in Social
Infrastructure subsectors including Education, Healthcare, and Public Safety Infrastructure. The
Acquisition represents a natural fit for Stonepeak as it features classic infrastructure characteristics
including the provision of a highly essential service and an attractive financial profile with predictable
and inflation-linked cashflows.
Stonepeak will invest in the Acquisition through its Global Core strategy, which targets core
infrastructure assets located in developed markets globally, with a focus on cash yields and long-
term, inflation-linked revenue streams.
From its London office, opened in 2022, Stonepeak provides capital, hands-on operational support
and partnership to its critical investments in European infrastructure, committing $6 billion of
investment to date. Several of these European investments are headquartered in or operate in the
UK, including euNetworks, The AA, and Inspired Education.
8 Information on Assura
Assura is the UK's leading diversified healthcare real estate investment trust (REIT), specialising in
the development, investment and management of primary care centres, hospitals and other
specialist healthcare properties. Founded and listed on the London Stock Exchange in 2003 as the
Medical Property Investment Fund before being renamed Assura Group Ltd and later Assura plc,
Assura is a constituent of the FTSE 250 and the EPRA indices and has a secondary listing on the
Johannesburg Stock Exchange. In July 2024, Assura became a B Corporation, making it the first
FTSE 250 business to be recognised with the certification. Assura had a market capitalisation of
£1.2 billion as at the Undisturbed Date and has a strong track record of growing financial returns
and dividends for shareholders.
Assura is the long-term property partner to more than 600 healthcare buildings with access to four
growth markets: GPs, NHS Trusts, private providers and the Republic of Ireland. The Company
leverages its unique understanding of the challenges facing the healthcare sector, and two decades
of experience, to provide high-quality, modern and sustainable facilities that enable better health
outcomes for over six million patients across the UK and Ireland. As at 30 September 2024, Assura's
portfolio was valued at over £3.1 billion.
For the purposes of Rules 29.1(a) and 29.1(d) of the Takeover Code, an updated valuation of
Assura's property portfolio as at 31 March 2025 will be included in the Scheme Document (or, if
applicable, the Offer Document).
9 Assura trading update
As at 31 March 2025, Assura's portfolio stood at 603 properties with a passing rent roll of £177.9
million.
10 Directors, management, employees, research and development and locations
Bidco's strategic plans for Assura
Bidco recognises the strength of Assura's portfolio of healthcare assets and its market-leading
position as a specialist provider of critical infrastructure whose role in supporting the healthcare
system in the UK and Ireland will continue to grow over the longer term.
Bidco intends to provide long-term capital and access to its global network and operational expertise
to support and accelerate the implementation of the management team's strategy for Assura under
private ownership. KKR and Stonepeak are confident in Assura and its management's skills,
expertise, relationships and know-how within the specialist healthcare infrastructure space, which
are fully aligned with the objectives of KKR's and Stonepeak's respective diversified infrastructure
strategies.
Prior to this Announcement, Bidco has been granted access to Assura's senior management for the
purposes of confirmatory due diligence. However, Bidco has not yet had access to sufficiently
detailed operational information to formulate an agreed strategy for Assura. Following the Scheme
becoming Effective, Bidco intends to conduct, together with the Assura management team, a
detailed evaluation of Assura's business and operations. The scope of the evaluation will include: (i)
a detailed review of Assura's existing portfolio of assets, its asset pipeline and embedded growth
opportunities; (ii) identifying and executing acquisition and development opportunities; and (iii)
assessing Assura's capital structure and ongoing capital requirements with a view to maximising the
opportunities available to Assura (the "Evaluation"). The Evaluation is likely to result in some role
reorganisation, reduction or redeployment, and, if that is the case, the level will be material when
considered and judged on a relative basis against Assura's small employee base of only 79 people.
Bidco expects that the Evaluation will be completed within a period of approximately twelve months
from the Effective Date.
Employees, management and pensions
Bidco attaches great importance to the skills and experience of Assura's management and
employees, recognising the contributions they have made to the Company's achievements to date
and the crucial role they will play in its future success. Bidco is looking forward to working with
Assura's management and employees to support the future development of Assura and to ensure
that it continues to thrive as a private company.
It is intended that, with effect from the Effective Date, each of the non-executive Directors of Assura
shall resign from office. Once Assura ceases to be a listed company, some central management,
corporate and support functions, including listed company-related functions, will be reduced in
scope, which is likely to result in a material reduction of headcount when considered and judged on
a relative basis against Assura's small employee base of only 79 people. Headcount reduction is
also expected to arise from the Evaluation (as described above) and from natural attrition as
employees leave Assura following completion of the Acquisition. Any headcount reduction shall be
carried out in accordance with applicable law.
Other than as described above and subject to the Evaluation discussed above, Bidco does not intend
to make any other material reductions to the Assura employee headcount, or any material change
to the conditions of employment or to the balance of skills and functions, of Assura's employees or
management.
Assura does not have an existing defined benefit pension scheme.
Existing employment rights
Bidco confirms that, following the Acquisition becoming Effective, the existing contractual and
statutory employment rights, including pension rights, of all Assura management and employees will
be fully safeguarded in accordance with applicable law.
Locations, headquarters, headquarter functions and fixed assets
Bidco has no plans to change the locations of Assura's headquarters, headquarter functions (other
than the expected reductions outlined in the section above) or places of business, or to redeploy the
fixed assets of Assura.
Research and development
Assura currently does not have a research and development function and Bidco has no plans in this
regard.
Trading facilities
Assura Shares are currently admitted to trading on the London Stock Exchange's Main Market for
listed securities and as a secondary inward listing and admission on the Main Board of the
Johannesburg Stock Exchange. As set out in paragraph 15 below, subject to the Scheme becoming
Effective, an application will be made to the London Stock Exchange, Finsurv, and the
Johannesburg Stock Exchange, in each case, to cancel the listing and admission to trading of
Assura Shares.
Management incentivisation arrangements
As noted above, Bidco attaches great importance to the skills, experience and expertise of the
existing employees of Assura. At this stage, Bidco has not entered into, and has not discussed any
form of, incentivisation arrangements with members of Assura's management. Bidco expects to put
in place certain incentive arrangements for the management of Assura following the Effective Date
and for the retention of key employees.
No statements in this paragraph 10 constitute "post-offer undertakings" for the purpose of Rule 19.5
of the Takeover Code.
11 Assura Share Plans
Participants in the Assura Share Plans will be contacted regarding the effect of the Acquisition on
their rights under Assura Share Plans and, where required, appropriate proposals will be made to
such participants in due course. Further details of the terms of such proposals will be included in the
Scheme Document (or, where relevant, the Offer Document) and in separate letters to be sent to
participants in the Assura Share Plans.
12 Financing
The cash consideration payable under the Acquisition will be fully funded through a combination of
equity and debt financing.
The financing will comprise:
- equity drawn from funds, vehicles and/or accounts advised and/or managed by KKR and
Stonepeak respectively; and
- senior debt facilities to be made available to Bidco by way of a term loan to be provided through
a senior facilities agreement between Bidco and certain lenders (the "Lenders").
Other potential investors may take indirect minority interests in Bidco during the Offer Period or once
the Acquisition completes.
Jefferies, as financial adviser to Bidco, is satisfied that sufficient cash resources are available to
Bidco to enable it to satisfy in full the cash consideration payable to Scheme Shareholders under
the terms of the Acquisition.
Further information on the financing of the Acquisition will be set out in the Scheme Document.
13 Acquisition-related arrangements
Confidentiality Agreement
On 10 March 2025, Kohlberg Kravis Roberts & Co. Partners LLP (an affiliate of KKR), Stonepeak
Partners (UK) LLP (an affiliate of Stonepeak) and Assura entered into a confidentiality agreement
(the "Confidentiality Agreement"), pursuant to which Kohlberg Kravis Roberts & Co. Partners LLP
and Stonepeak Partners (UK) LLP have undertaken to, subject to certain exceptions, keep
information relating to Assura confidential and not to disclose it to third parties (other than to
permitted recipients). These confidentiality obligations shall remain in force until the earlier of
completion of the Acquisition and two years from the date of the Confidentiality Agreement.
The Confidentiality Agreement includes customary provisions relating to restrictions on share
dealings and non-solicitation provisions.
Co-operation Agreement
On 9 April 2025, Bidco and Assura entered into a co-operation agreement in relation to the
Acquisition (the "Co-operation Agreement"), pursuant to which, amongst other things: (i) Assura
and Bidco have agreed to co-operate to ensure the satisfaction of the Regulatory Conditions, and
Bidco has entered into certain commitments in relation to obtaining regulatory clearances; (ii) Bidco
has agreed to provide Assura with certain information for the purposes of the Scheme Document
and to otherwise assist with the preparation of the Scheme Document; (iii) Bidco has agreed to
certain provisions if the Scheme should switch to a Takeover Offer; and (iv) each of Assura and
Bidco has agreed to take certain actions to implement certain proposals in relation to the Assura
Share Plans.
The Co-operation Agreement will terminate in certain circumstances, including if: (i) the parties
agree in writing prior to the Effective Date that it shall be terminated; or (ii) amongst other things: (a)
(at Bidco's election) the Assura Directors withdraw their recommendation of the Acquisition; (b) (at
Bidco's election) a competing proposal completes, becomes effective or is declared or becomes
unconditional; (c) (at Bidco's election) prior to the Long Stop Date any Condition becomes incapable
of satisfaction; (d) (at either party's election) a third party announces a firm intention to make an
offer under Rule 2.7 of the Takeover Code which completes, becomes effective or is declared or
becomes unconditional; (e) (at either party's election) the Acquisition is withdrawn or lapses; or (f)
(at either party's election) the Effective Date has not occurred on or before the Long Stop Date.
Bid Conduct Agreement
KKR Sana Aggregator L.P. (an affiliate of KKR) and Stonepeak Sana Aggregator LP (an affiliate of
Stonepeak) have entered into the Bid Conduct Agreement, pursuant to which they have agreed
certain principles in accordance with which they intend to cooperate in respect of the Acquisition.
The terms of the Bid Conduct Agreement include an agreement to work with each other on an
exclusive basis in relation to the Acquisition and an undertaking to discuss in good faith in respect
of a competing offer to the Acquisition, in each case for so long as the Bid Conduct Agreement is in
force.
The Bid Conduct Agreement will terminate in certain circumstances, including at such time as the
Acquisition is withdrawn or lapses; at such time as a competing offer in relation to Assura becomes
effective or unconditional in all respects; or at such time as the parties thereto mutually agree.
Contribution Agreement
KKR Sana Aggregator L.P. (an affiliate of KKR), Stonepeak Sana Aggregator LP (an affiliate of
Stonepeak) and Sana Consortium Aggregator L.P. (the "Consortium JV") have entered into a
Contribution Agreement, pursuant to which they have agreed certain principles in accordance with
which:
- (i) KKR Sana Aggregator L.P. and/or funds, investment vehicles and/or accounts managed
or advised by it or its affiliates and (ii) Stonepeak Sana Aggregator LP and/or funds,
investment vehicles and/or accounts managed or advised by it or its affiliates intend to make
funding available to the Consortium JV and Bidco, to enable Bidco to fund the consideration
to be paid by it in connection with the Acquisition; and
- the parties thereto will negotiate, agree and execute certain documents in connection with
KKR's and Stonepeak's investment in Assura (the "Investment Documents") and to
regulate in each case what the position will be if they fail to do so.
The Contribution Agreement will automatically terminate on the earlier of (i) the time at which the
Investment Documents are duly executed and the funding obligations of Bidco in connection with
the Acquisition are complete, (ii) the termination of the Bid Conduct Agreement, and (iii) the written
agreement of the parties thereto.
14 Structure of and Conditions to the Acquisition
It is intended that the Acquisition will be effected by means of a Court-sanctioned scheme of
arrangement between Assura and the Scheme Shareholders under Part 26 of the Companies Act
(although Bidco reserves the right to effect the Acquisition by way of a Takeover Offer, subject to the
consent of the Panel and the terms of the Co-operation Agreement).
Implementation as a Scheme
The purpose of the Scheme is to provide for Bidco to become the holder of the entire issued and to
be issued ordinary share capital of Assura. This is to be achieved by the transfer of the Scheme
Shares to Bidco, in consideration for which the Scheme Shareholders who are on the register of
members at the Scheme Record Time will receive cash consideration on the basis set out in
paragraph 2 of this Announcement.
The Acquisition is subject to the Conditions and further terms set out in Appendix I to this
Announcement and to be set out in the Scheme Document and the associated forms of proxy and
will only become Effective if, among other things, the following events occur on or before the Long
Stop Date:
(i) the satisfaction or waiver of the Regulatory Conditions;
(ii) the approval of the Scheme by a majority in number of the Scheme Shareholders who are
present and voting (and entitled to vote), whether in person or by proxy, at the Court Meeting (or
any adjournment thereof) and who represent 75 per cent. or more in value of the Assura Shares
voted by those Scheme Shareholders;
(iii) the Special Resolutions required to implement the Scheme being duly passed by 75 per cent.
or more of votes cast at the Assura General Meeting;
(iv) following the Court Meeting and the Assura General Meeting and satisfaction and/or waiver
(where applicable) of the other Conditions, the sanction of the Scheme by the Court (with or
without modification but subject to any modification being on terms acceptable to Assura and
Bidco); and
(v) following the sanction of the Scheme by the Court, the delivery of a copy of the Court Order to
the Registrar of Companies.
Pursuant to the terms of the Facilities Agreement, Bidco may not waive, amend or treat as satisfied
any material term or condition relating to the Acquisition where to do so would be materially adverse
to the interests of the Lenders (taken as a whole) under the Facilities Agreement, subject to certain
exceptions, including where it is reasonably determined by Bidco as being necessary or desirable
to comply with the requirements or requests (as applicable) of the Takeover Code, the Panel or the
Court or any applicable law, regulation or regulatory body.
The Scheme will lapse if:
- the Court Meeting and the Assura General Meeting are not held on or before the 22nd day after
the expected date of such meetings as set out in the Scheme Document in due course (or such
later date (if any) as Bidco may specify, with the agreement of Assura or, in a competitive
situation, with the consent of the Panel, and the approval of the Court if such approval is
required);
- the Sanction Hearing is not held on or before the 22nd day after the expected date of such hearing
as set out in (i) the Scheme Document (or such later date (if any) as Bidco and Assura may
agree, with the consent of the Panel and the approval of the Court if such approval is required),
or (ii) in the event that such expected date remains unknown at the time of publication of the
Scheme Document and the Scheme Document identifies any date as indicative only, in any
update announcement issued through a Regulatory Information Service (or such later date (if
any) as Bidco may specify, with the agreement of Assura or, in a competitive situation, with the
consent of the Panel, and the approval of the Court if such approval is required); or
- the Scheme does not become Effective on or before the Long Stop Date,
provided however that the deadlines for the timing of the Court Meeting, the Assura General Meeting
and the Sanction Hearing as set out above may be waived by Bidco, and the deadline for the
Acquisition to become Effective may be extended to such date as Bidco may specify, with the
agreement of Assura or, in a competitive situation, with the consent of the Panel, and the approval
of the Court if such approval is required.
Upon the Scheme becoming Effective, it will be binding on all Scheme Shareholders, irrespective of
whether or not they attended or voted at the Court Meeting or the Assura General Meeting and, if
they did vote, irrespective of whether or not they voted for or against the resolutions proposed at
those meetings.
Subject, among other things, to the satisfaction or waiver of the conditions, it is expected that the
Acquisition will become Effective early in the third quarter of 2025. In accordance with the applicable
provisions of the Takeover Code, the consideration for the transfer of the Scheme Shares to Bidco
will be despatched no later than 14 days after the Effective Date.
Any Assura Shares issued before the Scheme Record Time will be subject to the terms of the
Scheme. The Special Resolutions to be proposed at the Assura General Meeting will, among other
things, provide that the Articles be amended to incorporate provisions requiring any Assura Shares
issued or transferred after the Scheme Record Time (other than to Bidco and/or its nominees) to be
automatically transferred to Bidco on the same terms as the Scheme (other than terms as to timings
and formalities). The provisions of the Articles (as amended) will avoid any person (other than Bidco
and its nominees) holding Assura Shares after the Effective Date.
Full details of the Scheme, including an indicative timetable for its implementation, will be set out in
the Scheme Document. It is expected that the Scheme Document and the forms of proxy
accompanying the Scheme Document will be published within 28 days of this Announcement (unless
otherwise agreed by the Panel, Bidco and Assura). The Scheme Document and associated forms
of proxy will be made available to all Assura Shareholders at no charge to them.
Implementation as a Takeover Offer
Bidco reserves the right to effect the Acquisition by way of a Takeover Offer, with the consent of the
Panel (where necessary) and subject to the terms of the Co-operation Agreement.
In the event of an Agreed Switch (as defined in the Co-operation Agreement), unless Assura agrees
or the Panel requires otherwise, the acceptance condition that will apply to the Takeover Offer shall
be set at not less than 75 per cent. of the Assura Shares to which the Takeover Offer relates (or
such other percentage as Bidco and Assura may agree with, to the extent necessary, the consent
of the Panel, being in any case more than 50 per cent. of the Assura Shares), and Bidco shall ensure
that the only conditions of the Takeover Offer shall be the conditions set out in Appendix I to this
Announcement (subject to replacing Condition 2 therein with the acceptance condition referred to
above).
In all other respects, in the event of an Agreed Switch (as defined in the Co-operation Agreement),
the Acquisition shall be implemented on substantially the same or improved terms, so far as
applicable, as those which would apply to a Scheme, subject to modifications or amendments which
may be required by the Panel or to which Bidco and Assura agree.
If the Acquisition is effected by way of a Takeover Offer and such Takeover Offer becomes or is
declared unconditional and sufficient acceptances are received, Bidco intends to: (i) apply for the
cancellation of trading of the Assura Shares on the London Stock Exchange's Main Market for listed
securities, and (ii) apply for the cancellation of the secondary inward listing of the Assura Shares on
the Main Board of the Johannesburg Stock Exchange, as described further in paragraph 15. Further,
if sufficient acceptances of such Takeover Offer are received and/or sufficient Assura Shares are
otherwise acquired, it is Bidco's intention to apply the provisions of the Companies Act to acquire
compulsorily any outstanding Assura Shares to which such Takeover Offer relates.
15 De-listing and re-registration
Prior to the Scheme becoming Effective, Assura will make the following applications:
- for the cancellation of trading of the Assura Shares on the London Stock Exchange's Main
Market for listed securities; and
- for the cancellation of the secondary inward listing of the Assura Shares on the Main Board of
the Johannesburg Stock Exchange,
in each case to take effect from or shortly after the Effective Date.
The last day of dealings in Assura Shares on the Main Market for listed securities of the London
Stock Exchange and the Main Board of the Johannesburg Stock Exchange is expected to take place
in the days following the Effective Date, in accordance with the indicative timetable that will be set
out in the Scheme Document.
On the Effective Date, share certificates in respect of Assura Shares shall cease to be valid and all
entitlements to Assura Shares held within the CREST shall be cancelled. Following settlement of
the Cash Consideration to Assura Shareholders on the South African register via the STRATE
system, all entitlements to Assura Shares held within the STRATE systems shall be cancelled.
It is also proposed that, following the Effective Date and after its shares are de-listed, Assura will be
re-registered as a private limited company.
16 Dividends
The quarterly interim dividend of 0.84 pence per Assura Share, previously announced on 18
February 2025 and payable to Assura Shareholders on the register on 7 March 2025, is due to be
paid later today (the "Permitted Dividend").
Where any dividend, distribution or other return of capital is announced, authorised, declared, made
or paid or becomes payable in respect of Assura Shares on or after the date of this Announcement
(other than the Permitted Dividend):
- if such dividend, distribution and/or other return of capital is paid or made prior to the Effective
Date, then Bidco reserves its right to reduce the Cash Consideration by an amount up to the
aggregate amount of such dividend, distribution and/or other return of capital; or
- if and to the extent that such dividend, distribution and/or other return of capital is not paid or
made or is not payable in respect of Assura Shares prior to the Effective Date, such dividend,
distribution and/or other return of capital shall be cancelled, and the Cash Consideration shall
not be subject to change in accordance with this paragraph.
If Bidco exercises its rights to reduce the Cash Consideration as described in the preceding
paragraph, Assura Shareholders would be entitled to retain any such dividend, distribution or other
return of capital, and any reference in this Announcement to the Cash Consideration shall be
deemed to be a reference to the consideration as so reduced. Any exercise of such right by Bidco
shall be the subject of an announcement and not be regarded as constituting any revision or variation
of the terms of the Scheme.
17 Disclosure of interests in Assura
Save in respect of the irrevocable undertakings referred to in paragraph 6 above, as at the close of
business on the Latest Practicable Date, neither Bidco, nor any of its directors, nor, so far as Bidco
is aware, any person acting in concert (within the meaning of the Takeover Code) with it has:
- any interest in or right to subscribe for any relevant securities of Assura;
- any short positions in respect of relevant Assura Shares (whether conditional or absolute and
whether in the money or otherwise), including any short positions under a derivative, any
agreement to sell or any delivery obligation or right to require another person to purchase or
take delivery;
- any dealing arrangement of the kind referred to in Note 11 on the definition of acting in concert
in the Takeover Code, in relation to Assura Shares or in relation to any securities convertible or
exchangeable into Assura Shares; or
- borrowed or lent any relevant Assura Shares (including, for these purposes, any financial
collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Takeover Code), save
for any borrowed shares which had been either on-lent or sold.
'Interests in securities' for these purposes arise, in summary, when a person has long economic
exposure, whether absolute or conditional, to changes in the price of securities (and a person who
only has a short position in securities is not treated as interested in those securities). In particular, a
person will be treated as having an 'interest' by virtue of the ownership, voting rights or control of
securities, or by virtue of any agreement to purchase, option in respect of, or derivative referenced
to, securities.
18 General
The Acquisition will be made subject to the Conditions and further terms set out in Appendix I to this
Announcement and to be set out in the Scheme Document. The bases and sources of certain
financial information contained in this Announcement are set out in Appendix II to this
Announcement. A summary of the irrevocable undertakings given in relation to the Acquisition is
contained in Appendix III to this Announcement. Certain terms used in this Announcement are
defined in Appendix IV to this Announcement.
Jefferies, Lazard, Barclays and Stifel have each given and not withdrawn their consent to the
publication of this Announcement with the inclusion herein of the references to their names in the
form and context in which they appear.
19 Documents available on website
Copies of the following documents shall be made available via a link on Assura's website at
www.assuraplc.com/investor-relations/shareholder-information/offer-from-kkr-and-stonepeak,
subject to certain restrictions relating to persons resident in Restricted Jurisdictions, promptly and in
any event by no later than noon on the Business Day following the date of this Announcement until
the end of the Acquisition:
- this Announcement;
- the irrevocable undertakings listed in Appendix III to this Announcement;
- the Facilities Agreement;
- the Co-operation Agreement;
- the Confidentiality Agreement;
- the Bid Conduct Agreement;
- the Contribution Agreement;
- documents relating to the financing of the Acquisition referred to in paragraph 12 above;
and
- the consent letters from each of Jefferies, Lazard, Barclays and Stifel.
The content of the websites referred to in this Announcement are not incorporated into and do not
form part of this Announcement.
Enquiries:
Assura plc +44 (0) 161 515 2043
Ed Smith
Jonathan Murphy
Jayne Cottam
Lazard (Lead Financial Adviser to Assura) +44 (0) 20 7187 2000
Cyrus Kapadia
Patrick Long
Caitlin Martin
Barclays Bank PLC (Joint Corporate Broker +44 (0) 20 7623 2323
and Financial Adviser to Assura)
Bronson Albery
Tom Macdonald
Callum West
Stifel Nicolaus Europe Limited (Joint +44 (0) 20 7710 7600
Corporate Broker and 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-LON@fgsglobal.com
Grace Whelan
Jefferies International Limited (Financial +44 (0) 20 7029 8000
Adviser to Bidco)
Philip Noblet
Dai Clement
Thomas Forrow
Tom Yeadon
Thomas Bective
Andrew Morris
FGS Global (PR Adviser to Bidco) +44 (0) 20 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.
Inside Information
This Announcement contains inside information as defined in the UK version of the Market Abuse
Regulation (EU) No.596/2014, which is part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018. Upon the publication of this Announcement via a Regulatory Information
Service, such inside information will be considered to be in the public domain.
Important Notices
Lazard and Stifel, which are each separately authorised and regulated in the United Kingdom by the
FCA and Barclays which is authorised by the 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, as relevant, 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 this Announcement, any statement contained herein or otherwise.
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 loss of or damage to one or more key customer relationships, changes to customer
ordering patterns, delays in obtaining customer approvals for engineering or price level changes,
the failure of one or more key suppliers, the outcome of business or industry restructuring, the
outcome of any litigation, changes in economic conditions, currency fluctuations, changes in interest
and tax rates, changes in raw material or energy market prices, changes in laws, regulations or
regulatory policies, developments in legal or public policy doctrines, technological developments,
the failure to retain key management, or the timing and success of future acquisition opportunities
or major investment projects. 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. Neither 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 share for Assura.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. 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 p.m. (London time) on the 10th
business day following the commencement of the Offer Period and, if appropriate, by no later than
3.30 p.m. (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 Takeover Code, any person who is, or becomes, interested in 1 per cent.
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 p.m.
(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.
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 to comply with Rule 2.11(c) of the
Takeover Code.
Publication on a website
A copy of this Announcement and the documents required to be published by Rule 26 of the
Takeover Code shall 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/shareholder-information/offer-from-kkr-and-stonepeak by 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 websites referred to in this Announcement are not incorporated into and do 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 the Assura Share Plans may request a hard copy of this Announcement
(and any document or information incorporated by reference into this Announcement), free of
charge, by contacting MUFG Corporate Markets during business hours (9 a.m. to 5.30 p.m. (London
time) Monday to Friday excluding public holidays in England and Wales) on +44 (0) 371 664 0300
or by submitting a request in writing to MUFG Corporate Markets at Central Square, 29 Wellington
Street, Leeds LS1 4DL. Calls are charged at the standard geographic rate and will vary by provider.
Calls from outside the United Kingdom are charged at the applicable international rate.
Assura Shareholders recorded on the South African register may request hard copies of this
Announcement by contacting JSE Investor Services during business hours (8 a.m. to 4.30 p.m.
(South African Standard Time) Monday to Friday excluding public holidays in South Africa) on 086
147 2644 (from within South Africa) and +27 11 029 0112 (from outside South Africa) or by submitting
a request in writing to JSE Investor Services at One Exchange Square, 2 Gwen Lane, Sandown,
Sandton 2196, South Africa or via email at specialprojects@jseinvestorservices.co.za. Calls are
charged at the standard geographic rate and will vary by provider. Calls from outside South Africa
are charged at the applicable international rate.
In accordance with Rule 30.3 of the Takeover Code, a person so entitled may also request that all
future documents, announcements and information in relation to the Acquisition should be sent to
them in hard copy form. If you have received this Announcement in electronic form or via a website
notification, hard copies of this Announcement and any document or information incorporated by
reference into this Announcement will not be provided unless such a request is made.
Rounding
Certain figures included in this Announcement have been subjected to rounding adjustments.
Accordingly, figures shown for the same category presented in different tables may vary slightly and
figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that
precede them.
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.
APPENDIX I
CONDITIONS AND FURTHER TERMS OF THE SCHEME AND THE ACQUISITION
Part A: Conditions to the Scheme and the Acquisition
1. The Acquisition will be conditional upon the Scheme becoming unconditional and becoming
Effective, subject to the provisions of the Takeover Code, by no later than 11.59 p.m.
(London time) on the Long Stop Date.
Conditions of the Scheme
2. The Scheme will be subject to the following Conditions:
(a)
(i) its approval by a majority in number of Scheme Shareholders representing
not less than 75 per cent. in value of Scheme Shares held by the Scheme
Shareholders who are on the register of members of Assura (or the relevant
class or classes thereof) at the Voting Record Time, present and voting,
whether in person or by proxy, at the Court Meeting and at any separate
class meeting which may be required (or, in each case, any adjournment,
postponement or reconvening thereof); and
(ii) such Court Meeting being held on or before the 22nd day after the expected
date of the Court Meeting to be set out in the Scheme Document (or such
later date as Bidco may specify, with the agreement of Assura or, in a
competitive situation, with the consent of the Panel, and the approval of the
Court if such approval is required);
(b)
(i) the Special Resolutions being duly passed by the requisite majority at the
Assura General Meeting (or any adjournment thereof); and
(ii) such Assura General Meeting and any adjournment thereof being held on
or before the 22nd day after the expected date of the Assura General
Meeting to be set out in the Scheme Document (or such later date as Bidco
may specify, with the agreement of Assura or, in a competitive situation,
with the consent of the Panel, and the approval of the Court if such approval
is required); and
(c)
(i) the sanction of the Scheme by the Court (with or without modification (but
subject to such modification being acceptable to Bidco and Assura)) and
the delivery of the office copy of the Court Order to the Registrar of
Companies; and
(ii) the Sanction Hearing being held on or before the 22nd day after the
expected date of the Sanction Hearing to be set out in: (x) the Scheme
Document (or such later date as Bidco may specify, with the agreement of
Assura or, in a competitive situation, with the consent of the Panel, and the
approval of the Court if such approval is required), or (y) in the event that
such expected date remains unknown at the time of publication of the
Scheme Document and the Scheme Document identifies any date as
indicative only, in any update announcement issued through a Regulatory
Information Service (or such later date as Bidco may specify, with the
agreement of Assura or, in a competitive situation, with the consent of the
Panel, and the approval of the Court if such approval is required).
General Conditions
3. In addition, subject as stated in Part B below and to the requirements of the Panel, Bidco
and Assura have agreed that the Acquisition will be conditional upon the following
Conditions and, accordingly, the necessary actions to make the Scheme Effective will not
be taken unless the following Conditions (as amended if appropriate) have been satisfied
or, where relevant, waived in writing:
Anti-trust
(a) China
(i) one of the following having occurred:
(I) the State Administration for Market Regulation of the People's
Republic of China ("SAMR") having declined in writing jurisdiction
over the Acquisition or all relevant parts of it;
(II) the SAMR having issued a decision under Article 30 or 31 of the
China Anti-monopoly Law ("China AML") to approve (including not
to conduct further review of or not to prohibit) the Acquisition or all
relevant parts of it (whether unconditionally or subject to such
conditions, obligations, undertakings or modifications pursuant to
Article 35 of the China AML); or
(III) the SAMR not having issued any decision, under Article 30 or 31 of
the China AML, but being deemed to have cleared the Acquisition
due to the expiration or termination of the legal statutory limitation
period provided for such purposes;
(b) European Commission
(i) one of the following having occurred:
(I) to the extent that the Acquisition constitutes a concentration
that is subject to review by the European Commission under
Council Regulation (EC) No. 139/2004 (the "EUMR"), the
European Commission having adopted a decision declaring
the Acquisition compatible with the internal market pursuant to
Articles 6(1)(b), 8(1) or 8(2) of the EUMR (or having been
deemed to do so pursuant to Article 10(6) of the EUMR); or
(II) to the extent that all or part of the Acquisition falls within the
exclusive competence of or is referred by the European
Commission to the relevant competent authorities of one or
more Member States of the European Union under Articles 4
or 9 of the EUMR:
i. each such relevant competent authority issuing a
decision with equivalent effect to a decision
referred to in Condition 3(b)(i)(I) with respect to
those parts of the Acquisition referred to it; and
ii. where applicable, the European Commission
issuing a decision referred to in Condition 3(b)(i)(I)
with respect to any part of the Acquisition retained
by the European Commission;
(c) Israel
(i) one of the following having occurred:
(I) an exemption from filing merger notifications having been declared
to apply (by means of a no-action letter); or
(II) the Israeli Competition Authority having issued a decision to
approve the Acquisition or all relevant parts of it pursuant to the
Economic Competition Law 5748-1988 (whether unconditionally or
subject to conditions, obligations, undertakings or modifications);
and
(d) South Korea
(i) the Korea Fair Trade Commission having issued a decision to approve the
Acquisition pursuant to the Monopoly Regulation and Fair Trade Act
(whether unconditionally or subject to conditions, obligations, undertakings
or modifications);
Regulatory
(e) Ireland
(i) a notification having been made to the Minister for Enterprise, Trade and
Employment in Ireland (the "Irish Minister") under the Screening of Third
Country Transactions Act 2023 ("Screening Act") and the Irish Minister
having:
(I) issued a screening decision pursuant to Section 16(2) of the
Screening Act that: (a) the Acquisition does not affect, or would not
be likely to affect, the security or public order of the Republic of
Ireland; or (b) the Acquisition notified affects, or would be likely to
affect, the security or public order of the Republic of Ireland and the
Irish Minister makes a direction under Section 18(3) in relation to
the Acquisition notified;
(II) the Irish Minister has decided not to issue a screening notice under
Section 14(1) of the Screening Act on the grounds that the
Acquisition does not constitute a notifiable transaction, such that
the Acquisition may be put into effect; or
(III) the period specified in Section 16(3) of the Screening Act,
including, if applicable, any period of extension pursuant to Section
20 of the Screening Act, having elapsed without the Irish Minister
having made a screening decision under Section 16(1) of the
Screening Act such that the Acquisition is deemed by virtue of
Section 16(4) of the Screening Act to be subject to a screening
decision to the effect that it has not affected, or would not be likely
to affect, the security or public order of the State;
Approval of other Relevant Authorities
(f) if approval from a Relevant Authority is required for, or a Relevant Authority decides
to review, the Acquisition or any matter arising from or related to the Acquisition
other than as specifically addressed by Conditions 3(a) to 3(e) above, it being
established that such Relevant Authority approves (or is deemed to approve) or will
permit the Acquisition to proceed and/or any applicable waiting periods having been
terminated or expired;
Other Third Party clearances
(g) the waiver (or non-exercise within any applicable time limits) by any relevant
government or governmental, quasi-governmental, supranational, statutory,
regulatory, administrative, environmental, professional or investigative body, court,
trade agency, association, institution, any entity owned or controlled by any relevant
government or state, or any other body or person whatsoever in any jurisdiction
(each a "Third Party") of any termination right, right of pre-emption, first refusal or
similar right (which is material in the context of the Wider Bidco Group taken as a
whole) arising as a result of or in connection with the Acquisition including, without
limitation, its financing or the proposed direct or indirect acquisition of any shares
or other securities in, or control of, Assura by Bidco or any member of the Bidco
Group;
(h) no Third Party having given notice of a decision to take, institute, implement or
threaten any action, proceeding, suit, investigation, enquiry or reference, or having
required any action to be taken or otherwise having done anything or having
enacted, made or proposed any statute, regulation, decision, order or change to
published practice and there is not continuing to be outstanding any statute,
regulation, decision or order which would or might reasonably be expected to:
(i) require, prevent or delay the divestiture, or alter the terms envisaged for
any proposed divestiture by any member of the Wider Bidco Group or any
member of the Wider Assura Group of all or any portion of their respective
businesses, assets or property or impose any limitation on the ability of any
of them to conduct their respective businesses (or any of them) or to own,
control or manage any of their respective assets or properties or any part
thereof which, in either case, is or would be material (x) in the context of
the Wider Bidco Group or the Wider Assura Group taken as a whole or (y)
in the context of the Acquisition;
(ii) require, prevent or delay, or alter the terms envisaged for, any proposed
divestiture by any member of the Wider Bidco Group of any shares or other
securities in Assura;
(iii) impose any material limitation on, or result in a material delay in, the ability
of any member of the Wider Bidco Group directly or indirectly to acquire or
to hold or to exercise effectively, directly or indirectly, all or any rights of
ownership in respect of shares or loans or securities convertible into shares
or any other securities (or the equivalent) in any member of the Wider
Assura Group or to exercise management control over any such member;
(iv) otherwise adversely affect the business, assets, profits or prospects of any
member of the Wider Bidco Group or of any member of the Wider Assura
Group, in either case to an extent which is material in the context of the
Wider Bidco Group or the Wider Assura Group taken as a whole;
(v) make the Acquisition or its implementation or the acquisition or proposed
acquisition by Bidco or any member of the Wider Bidco Group of any shares
or other securities in, or control of Assura void, illegal, and/or unenforceable
under the laws of any relevant jurisdiction, or otherwise, directly or
indirectly, restrain, restrict, prevent, prohibit or delay or otherwise materially
adversely interfere with the same, or impose additional conditions or
obligations with respect thereto (in each case to an extent which is or would
be material in the context of the Wider Bidco Group or the Wider Assura
Group taken as a whole);
(vi) require (other than pursuant to the implementation of the Scheme or, if
applicable, sections 974 to 991 of the Companies Act) any member of the
Wider Bidco Group or the Wider Assura Group to acquire or to offer to
acquire any shares or other securities (or the equivalent) or interest in any
member of the Wider Assura Group or the Wider Bidco Group or any asset
owned by any third party; or
(vii) result in any member of the Wider Assura Group ceasing to be able to carry
on business under any name under which it presently does so to the extent
this would have a material adverse effect on the financial position of the
Wider Assura Group taken as a whole,
and all applicable waiting and other time periods (including any extensions thereof)
during which any such Third Party could decide to take, institute, implement or
threaten any such action, proceeding, suit, investigation, enquiry or reference or
take any other step under the laws of any jurisdiction in respect of the Acquisition
or proposed acquisition of any Assura Shares or otherwise intervene having
expired, lapsed, or been terminated;
(i) in addition to the competition law and regulatory approvals referred to in Conditions
3(a) to 3(e) above, all necessary filings, applications and/or notifications having
been made in connection with the Acquisition, all relevant waiting periods and other
time periods (including any extensions thereof) under any applicable legislation or
regulation of any relevant jurisdiction having expired, lapsed or been terminated and
all material statutory or regulatory obligations in any relevant jurisdiction having
been complied with in connection with the Acquisition or the acquisition by any
member of the Wider Bidco Group of any shares or other securities in, or control or
management of, Assura or any member of the Wider Assura Group where the direct
consequence of a failure to make such filing, application or notification or to wait for
the expiry, lapse or termination of any such waiting or time period would be unlawful
in any relevant jurisdiction;
(j) in addition to the competition law and regulatory approvals referred to in Conditions
3(a) to 3(e) above, all necessary authorisations, orders, recognitions, grants,
consents, licences, confirmations, clearances, permissions and approvals for the
proposed acquisition of any shares or other securities in, or control of, Assura by
any member of the Wider Bidco Group having been obtained from all necessary
Third Parties or persons with whom any member of the Wider Assura Group has
entered into contractual arrangements or other business relationships, and all such
authorisations, orders, recognitions, grants, consents, licences, confirmations,
clearances, permissions and approvals, together with all authorisations, orders,
recognitions, grants, licences, confirmations, clearances, permissions and
approvals, which are necessary or appropriate to carry on the business of any
member of the Wider Assura Group and which are material in the context of the
Wider Assura Group taken as a whole, remaining in full force and effect and all
filings necessary for such purpose having been made and there being no notice or
intimation of any intention to revoke, suspend, restrict, modify or not to renew any
of the same at the time at which the Acquisition becomes otherwise unconditional
and all necessary statutory or regulatory obligations in any jurisdiction having been
complied with;
(k) no temporary restraining order, preliminary or permanent injunction, preliminary or
permanent enjoinment, or other order having been issued and being in effect by a
court or other Third Party which has the effect of making the Acquisition or any
acquisition or proposed acquisition of any shares or other securities or control or
management of, any member of the Wider Assura Group by any member of the
Wider Bidco Group, or the implementation of either of them, void, voidable, illegal
and/or unenforceable under the laws of any relevant jurisdiction, or otherwise
directly or indirectly prohibiting, preventing, restraining, restricting or materially
delaying the completion or the approval of the Acquisition or any matter arising from
the proposed acquisition of any shares or other securities in, or control or
management of, any member of the Wider Assura Group by any member of the
Wider Bidco Group;
Circumstances arising as a result of any arrangement, agreement etc.
(l) except as Disclosed, there being no provision of any arrangement, agreement,
licence, permit, franchise, lease or other instrument to which any member of the
Wider Assura Group is a party or by or to which any such member or any of its
assets is or may be bound, entitled or be subject or any event or circumstance
which, as a consequence of the Acquisition or the proposed acquisition by any
member of the Wider Bidco Group of any shares or other securities in Assura or
because of a change in the control or management of any member of the Wider
Assura Group or otherwise, would reasonably be expected to result in, in each case
to an extent which is material in the context of the Wider Assura Group taken as a
whole or in the context of the Acquisition, including the financing thereof:
(i) any monies borrowed by, or any other indebtedness or liabilities, actual or
contingent of, or any grant available to, any member of the Wider Assura
Group being or becoming repayable, or capable of being declared
repayable, immediately or prior to its or their stated maturity date or
repayment date, or the ability of any such member to borrow monies or
incur any indebtedness being withdrawn or inhibited or being capable of
becoming or being withdrawn or inhibited;
(ii) the rights, liabilities or obligations of any member of the Wider Assura
Group under any such arrangement, agreement, licence, permit, lease or
instrument or the interests or business of any member of the Wider Assura
Group in or with any other firm or company or body or person (or any
agreement or arrangement relating to any such business or interests) being
terminated or adversely modified or affected or any onerous obligation or
liability arising thereunder;
(iii) any member of the Wider Assura Group ceasing to be able to carry on
business under any name under which it presently carries on business;
(iv) any assets or interests of any member of the Wider Assura Group ceasing
to be available to any such member or any right arising under which any
such asset or interest could be required to be disposed of or charged or
could cease to be available to any member of the Wider Assura Group
otherwise than in the ordinary course of business;
(v) other than in the ordinary course of business, the creation or enforcement
of any mortgage, charge or other security interest over the whole or any
part of the business, property or assets of any member of the Wider Assura
Group or any such mortgage, charge or other security interest (whenever
created, arising or having arisen), becoming enforceable;
(vi) the value, financial or trading position of any member of the Wider Assura
Group being prejudiced or adversely affected;
(vii) the creation or acceleration of any liabilities (actual or contingent) by any
member of the Wider Assura Group other than trade creditors or other
liabilities incurred in the ordinary course of business;
(viii) any liability of any member of the Wider Assura Group to make any
severance, termination, bonus or other payment to any of its directors or
other officers other than in the ordinary course of business; or
(ix) any requirement of any member of the Wider Assura Group to acquire,
subscribe, pay up or repay any shares or other securities (or the
equivalent),
and no event having occurred which, under any provision of any such agreement,
arrangement, licence, permit or other instrument to which any member of the Wider
Assura Group is a party or by or to which any such member or any of its assets may
be bound, entitled or subject, would or might reasonably be expected to result in
any of the events or circumstances as are referred to in sub-paragraphs (i) to (ix) of
this Condition occurring, in each case which is or would be material in the context
of the Wider Assura Group taken as a whole, or in the context of the Acquisition,
including the financing thereof;
No material transactions, claims or changes in the conduct of the business of the
Wider Assura Group
(m) except as Disclosed, no member of the Wider Assura Group having since 31
December 2024:
(i) save as between Assura and the Wider Assura Group and/or on the
exercise of options or vesting of awards granted in the ordinary course
under the Assura Share Plans, issued or agreed to issue or authorised or
proposed or announced its intention to authorise or propose the issue of
additional shares of any class, or securities or securities convertible into, or
exchangeable for, or rights, warrants or options to subscribe for or acquire,
any such shares or convertible securities or transferred or sold or agreed
to transfer or sell or authorised or proposed the transfer or sale of Assura
Shares out of treasury;
(ii) recommended, declared, paid or made any bonus issue, dividend or other
distribution (whether payable in cash or otherwise) other than: (a) to Assura
or one of its wholly-owned subsidiaries; or (b) the Permitted Dividend;
(iii) save as between Assura and its wholly-owned subsidiaries or between
such wholly-owned subsidiaries, merged with (by statutory merger or
otherwise) or demerged from or acquired any body, corporate, partnership
or business or acquired or disposed of, or transferred, mortgaged or
charged or created any security interest over, any assets or any right, title
or interest in any asset (including shares and trade investments) or
authorised, proposed or announced any intention to do so, in each case
other than in the ordinary course of business (excluding the disposal of
certain assets as announced by Assura on 3 March 2025);
(iv) save as between Assura and its wholly-owned subsidiaries or between
such wholly-owned subsidiaries, made, authorised, proposed or
announced an intention to propose any change in its loan capital or issued
or authorised the issue of any debentures or incurred or increased any
indebtedness or contingent liability, in each case other than in the ordinary
course of business consistent with past practice;
(v) issued, authorised, or proposed or announced an intention to authorise or
propose the issue of, or made any change in or to the terms of, any
debentures or (save in the ordinary course of business and as between
Assura and its wholly-owned subsidiaries or between such wholly-owned
subsidiaries) incurred or increased any indebtedness or become subject to
any contingent liability;
(vi) entered into, varied, authorised or proposed entry into or variation of, or
announced its intention to enter into or vary, any contract, transaction,
arrangement or commitment (whether in respect of capital expenditure or
otherwise) which is of a long term, unusual or onerous nature or magnitude,
or which is or is likely to be restrictive on the business of any member of
the Wider Assura Group or the Wider Bidco Group, other than in the
ordinary course of business, in any such case to an extent which is material
in the context of the Wider Assura Group taken as a whole or in the context
of the Acquisition, including the financing thereof;
(vii) save to the extent arising as a result of any change in applicable law,
entered into, varied, authorised or proposed entry into or variation of, or
announced its intention to enter into or vary the terms of or made any offer
(which remains open for acceptance) to enter into or vary the terms of, any
contract, commitment, arrangement or any service agreement with any
director or senior executive of the Wider Assura Group (save for salary
increases, bonuses or variations of terms in the ordinary course);
(viii) save to the extent arising as a result of any change in applicable law,
proposed, agreed to provide or modified the terms of any share option
scheme, incentive scheme, or other benefit relating to the employment or
termination of employment of any employee of the Wider Assura Group and
in each case which is material in the context of the Wider Assura Group
taken as a whole or in the context of the Acquisition, including the financing
thereof;
(ix) in relation to any pension scheme or other retirement, leaving service or
death benefit arrangement established for any directors, former directors,
employees or former employees of any entity in the Wider Assura Group or
their dependants and established by a member of the Wider Assura Group
(a "Relevant Pension Plan"):
(I) made, agreed or consented to or procured any significant change
to: (a) the terms of the trust deeds, rules, policy or other governing
documents constituting a Relevant Pension Plan; (b) the
contributions payable to any such scheme(s) or the benefits which
accrue or to the pensions which are payable thereunder; (c) the
basis on which benefits accrue, pensions are payable or the
persons entitled to accrue or be paid benefits, under any Relevant
Pension Plan; (d) the basis on which the liabilities of any Relevant
Pension Plan are funded, valued or made; (e) the basis or rate of
employer contribution to a Relevant Pension Plan; or (f) the
exercise of any discretion in relation to a Relevant Pension Plan, in
each case which is material in the context of the Wider Assura
Group taken as a whole or in the context of the Acquisition,
including the financing thereof, and other than as required in
accordance with applicable law;
(II) entered into or proposed to enter into one or more bulk annuity
contracts in relation to any Relevant Pension Plan; or
(III) carried out any act: (a) which would or could reasonably be
expected to lead to the commencement of the winding up of any
Relevant Pension Plan; (b) which would or is reasonably likely to
create a material debt owed by an employer to any Relevant
Pension Plan; (c) which would or might accelerate any obligation
on any employer to fund or pay additional contributions to any
Relevant Pension Plan; or (d) which would, having regard to the
published guidance of the Pensions Regulator give rise directly or
indirectly to a liability in respect of a Relevant Pension Plan arising
out of the operation of sections 38 and 38A of the Pensions Act
2004 in relation to a Relevant Pension Plan, in each case which is
material in the context of the Wider Assura Group taken as a whole
or in the context of the Acquisition, including the financing thereof,
and other than as required in accordance with applicable law;
(x) entered into, implemented or effected, or authorised, proposed or
announced its intention to implement or effect, any joint venture, asset or
profit sharing arrangement, partnership, composition, assignment,
reconstruction, amalgamation, commitment, scheme or other transaction or
arrangement (other than the Scheme and otherwise than in the ordinary
course of business);
(xi) purchased, redeemed or repaid or announced any proposal to purchase,
redeem or repay any of its own shares or other securities or reduced or,
save in respect of the matters mentioned in sub-paragraph (i) above, made
any other change to any part of its share capital;
(xii) other than with respect to claims between Assura and its wholly owned
subsidiaries (or between such subsidiaries), waived, compromised or
settled any claim or admitted any dispute, claim or counter-claim whether
by or against any member of the Wider Assura Group and which is material
in the context of the Wider Assura Group taken as a whole or in the context
of the Acquisition, including the financing thereof;
(xiii) made any alteration to its articles of association or other constitutional
documents which is material in the context of the Acquisition (in each case,
other than in connection with the Scheme);
(xiv) (other than in respect of a member of the Wider Assura Group which is
dormant and was solvent at the relevant time) taken or proposed any steps,
corporate action or had any legal proceedings instituted or threatened
against it in relation to the suspension of payments, a moratorium of any
indebtedness, its winding-up (voluntary or otherwise), dissolution,
reorganisation or for the appointment of any administrator, receiver,
manager, administrative receiver, trustee or similar officer of all or any of its
assets or revenues or any analogous proceedings in any jurisdiction or
appointed any analogous person in any jurisdiction or had any such person
appointed;
(xv) been unable or deemed unable, or admitted in writing that it is unable, to
pay its debts, or having stopped or suspended (or threatened to stop or
suspend) payment of its debts generally or ceased or threatened to cease
carrying on all or a substantial part of its business in any such case with a
material adverse effect on the financial position of the Wider Assura Group
taken as a whole or in the context of the Acquisition, including the financing
thereof;
(xvi) commenced negotiations with any of its creditors or taken any step with a
view to rescheduling or restructuring any of its indebtedness or entered into
a composition, compromise, assignment or arrangement with any of its
creditors whether by way of a voluntary arrangement, scheme of
arrangement, deed of compromise or otherwise in any such case with a
material adverse effect on the financial position of the Wider Assura Group
taken as a whole or in the context of the Acquisition, including the financing
thereof;
(xvii) terminated or varied the terms of any agreement or arrangement between
any member of the Wider Assura Group and any other person in a manner
which would or might be expected to have a material adverse effect on the
financial position of the Wider Assura Group taken as a whole; or
(xviii) other than with the consent of Bidco and (if required) the Panel or on a basis
permitted by the Takeover Code, having taken (or agreed or proposed to
take) any action which requires, or would require, the approval of Assura
Shareholders in general meeting in accordance with, or as contemplated
by, Rule 21.1 of the Takeover Code;
No material adverse change, litigation or regulatory enquiry
(n) since 31 December 2024, and except as Disclosed, there having been:
(i) no adverse change or deterioration in the business, assets, value, financial
or trading position, profits, prospects or operational performance of any
member of the Wider Assura Group to an extent which is material to the
Wider Assura Group taken as a whole or to the financing of the Acquisition,
but excluding any such change or deterioration directly arising as a result
of the Acquisition;
(ii) other than as a direct result of the Acquisition, no litigation, arbitration
proceedings, prosecution or other legal or regulatory proceedings to which
any member of the Wider Assura Group is or may become a party (whether
as claimant or defendant or otherwise), and no enquiry, review,
investigation or enforcement proceedings by any Third Party against or in
respect of any member of the Wider Assura Group having been threatened,
announced or instituted by or against, or remaining outstanding in respect
of, any member of the Wider Assura Group which is material in the context
of the Wider Assura Group taken as a whole or in the context of the
Acquisition, including the financing thereof;
(iii) no contingent or other liability having arisen, increased or become apparent
which is reasonably likely to adversely affect the business, assets, financial
or trading position, profits, prospects or operational performance of the
Wider Assura Group, taken as a whole;
(iv) no steps having been taken which are likely to result in the withdrawal,
cancellation, termination or modification of any licence held by any member
of the Wider Assura Group, which is necessary for the proper carrying on
of its business and the withdrawal, cancellation, termination or modification
of which would reasonably be expected to have a material adverse effect
on the Wider Assura Group taken as a whole; and
(v) no member of the Wider Assura Group having conducted its business in
breach of any applicable laws and regulations which in any case is material
in the context of the Wider Assura Group taken as a whole or in the context
of the Acquisition, including the financing thereof;
(o) except as Disclosed, Bidco not having discovered:
(i) that any financial, business or other information concerning the Wider
Assura Group publicly announced or disclosed to any member of the Wider
Bidco Group at any time prior to this Announcement by or on behalf of any
member of the Wider Assura Group or to any of their advisers is misleading,
contains a misrepresentation of fact or omits to state a fact necessary to
make that information not misleading and which was not subsequently
corrected before the date of this Announcement by disclosure by or on
behalf of the Wider Assura Group through the publication of an
announcement via a Regulatory Information Service or otherwise, in any
case, which is material in the context of the Wider Assura Group taken as
a whole or in the context of the Acquisition, including the financing thereof;
(ii) that any member of the Wider Assura Group is subject to any liability (actual
or contingent) which is material in the context of the Wider Assura Group
taken as a whole or in the context of the Acquisition, including the financing
thereof; or
(iii) any information which affects the import of any information disclosed to
Bidco at any time prior to this Announcement by or on behalf of any member
of the Wider Assura Group and which is material in the context of the Wider
Assura Group taken as a whole or in the context of the Acquisition, including
the financing thereof.
Environmental liabilities
(p) except as Disclosed, Bidco not having discovered that:
(i) any past or present member of the Wider Assura Group has failed to comply
in any material respect with any and/or all applicable legislation or
regulations, of any jurisdiction with regard to the use, storage, carriage,
disposal, spillage, release, discharge, leak or emission of any waste or
hazardous substance or any substance likely to impair materially the
environment (including property) or harm human health or animal health or
otherwise relating to environmental matters or the health and safety of
humans, or that there has otherwise been any such storage, carriage,
disposal, spillage, release, discharge, leak or emission (whether or not the
same constituted a non-compliance by any person with any such legislation
or regulations, and wherever the same may have taken place) any of which
storage, carriage, disposal, spillage, release, discharge, leak or emission
would be likely to give rise to any material liability (actual or contingent) on
the part of any member of the Wider Assura Group which is material in the
context of the Wider Assura Group taken as a whole or in the context of the
Acquisition, including the financing thereof; or
(ii) there is, or is likely to be, for that or any other reason whatsoever, any
material liability (actual or contingent) of any past or present member of the
Wider Assura Group to make good, repair, reinstate or clean up any
property now or previously owned, occupied, operated or made use of or
controlled by any such past or present member of the Wider Assura Group,
under any environmental legislation, regulation, notice, circular or order of
any government, governmental, quasi-governmental, state or local
government, supranational, statutory or other regulatory body, agency,
court, association or any other person or body in any jurisdiction and which
is material in the context of the Wider Assura Group taken as a whole or in
the context of the Acquisition, including the financing thereof;
Intellectual property
(q) except as Disclosed, no circumstance having arisen or event having occurred in
relation to any intellectual property owned or used by any member of the Wider
Assura Group which would be reasonably likely to have a material adverse effect
on the Wider Assura Group taken as a whole, including:
(i) any member of the Wider Assura Group losing its title to any intellectual
property material to its business, or any intellectual property owned by the
Wider Assura Group and material to its business taken as a whole being
revoked, cancelled or declared invalid; or
(ii) any claim being asserted in writing by any person challenging the
ownership of any member of the Wider Assura Group to, or the validity or
effectiveness of, any intellectual property that is material to the business of
the Wider Assura Group taken as a whole;
Anti-corruption and sanctions
(r) except as Disclosed, Bidco not having discovered that:
(i) any past or present member, director, officer or employee of the Wider
Assura Group or any person that performs or has performed services for or
on behalf of any such company is or has, in their capacity as such, at any
time engaged in any activity, practice or conduct (or omitted to take any
action) which (at the time of the relevant activity, practice, conduct or
omission) constituted an offence under the UK Bribery Act 2010, the US
Foreign Corrupt Practices Act of 1977, as amended or any other applicable
anti-corruption legislation;
(ii) any past or present member, director, officer or employee of the Wider
Assura Group, or any other person for whom any such person is liable or
responsible, has, in their capacity as such, engaged in any activity or
business with, or made any investments in, or made any funds or assets
available to or received any funds or assets from: (a) any government, entity
or individual in respect of which United States or European Union persons,
or persons operating in those territories, were (at the time of the relevant
activity, business, investment or making available funds or assets)
prohibited from engaging in activities or doing business, or from receiving
or making available funds or economic resources, by United States or
European Union laws or regulations, including the economic sanctions
administered by the United States Office of Foreign Assets Control, or HM
Treasury; or (b) any government, entity or individual targeted by any of the
economic sanctions of the United Nations, the United States, the European
Union or any of its member states, except as may have been licensed by
the relevant authority; and
(iii) any member of the Wider Assura Group has engaged in any transaction
which would cause any member of the Assura Group to be in breach, on
completion of the Acquisition, of the economic sanctions administered by
the United States Office of Foreign Assets Control or HM Treasury or any
government entity or individual targeted by any of the economic sanctions
of the United Nations, United States or the European Union or any of its
member states; and
No criminal property
(s) except as Disclosed, Bidco not having discovered that any asset of any member of
the Wider Assura Group constitutes criminal property as defined by section 340(3)
of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition).
Part B: Further terms of the Acquisition
1. Subject to the requirements of the Panel in accordance with the Takeover Code, Bidco
reserves the right in its sole discretion to waive:
(a) any of the deadlines set out in paragraph 2 of Part A of this Appendix I for the timing
of the Court Meeting, the Assura General Meeting and/or the Sanction Hearing. If
any such deadline is not met, Bidco shall make an announcement by 8.00 a.m.
(London time) on the Business Day following such deadline confirming whether it
has invoked or waived the relevant Condition or agreed with Assura (or, in a
competitive situation, with the consent of the Panel (with the approval of the Court,
if such approval is required)) to extend the deadline in relation to the relevant
Condition; and
(b) in whole or in part, all or any of the Conditions listed in Part A above, except for
Conditions 1, 2(a)(i), 2(b)(i) and 2(c)(i) (Conditions of the Scheme) which cannot be
waived.
2. Conditions 2(a), 2(b) and 3(a) to (s) (inclusive) must each be fulfilled, determined by Bidco
to be or to remain satisfied or (if capable of waiver) be waived by Bidco by no later than
11.59 p.m. (London time) on the date immediately preceding the date of the Sanction
Hearing, failing which the Acquisition will lapse. Bidco shall be under no obligation to waive
(if capable of waiver) or treat as satisfied any of the Conditions that it is entitled (with the
consent of the Panel) to invoke, by a date earlier than the latest date specified above for the
fulfilment or waiver thereof, notwithstanding that the other Conditions may at such earlier
date have been waived or fulfilled and that there are at such earlier date no circumstances
indicating that any of such Conditions may not be capable of fulfilment.
3. If Bidco is required by the Panel to make an offer for Assura Shares under the provisions of
Rule 9 of the Takeover Code, Bidco may make such alterations to any of the above
Conditions and terms of the Acquisition as are necessary to comply with the provisions of
that Rule.
4. Under Rule 13.5(a) of the Takeover Code, Bidco may only invoke a Condition to the
Acquisition so as to cause the Acquisition not to proceed, to lapse or to be withdrawn with
the consent of the Panel. The Panel will normally only give its consent if the circumstances
which give rise to the right to invoke the Condition are of material significance to Bidco in
the context of the Acquisition. This will be judged by reference to the facts of each case at
the time that the relevant circumstances arise. The Conditions contained in paragraphs 1
and 2 of Part A above and, if applicable, any acceptance condition if the Acquisition is
implemented by means of a Takeover Offer, are not subject to Rule 13.5(a) of the Takeover
Code. Any Condition that is subject to Rule 13.5(a) of the Takeover Code may be waived
by Bidco.
5. Bidco reserves the right to elect to implement the Acquisition by way of a Takeover Offer as
an alternative to the Scheme (subject to the Panel's consent and the terms of the Co-
operation Agreement).
6. In such event, the Acquisition will be implemented on the same terms (subject to appropriate
amendments including (without limitation) the inclusion of an acceptance condition set at a
level permitted by the Panel and by the terms of the Co-operation Agreement (for so long
as it remains in force) of the voting rights attaching to the Assura Shares) as those which
would apply to the Scheme. Further, if sufficient acceptances of such offer are received
and/or sufficient Assura Shares are otherwise acquired, it is the intention of Bidco to apply
the provisions of the Companies Act to acquire compulsorily any outstanding Assura Shares
to which such Takeover Offer relates.
7. In the event of an Agreed Switch (as defined in the Co-operation Agreement) the acceptance
condition that will apply to the Takeover Offer shall be set at not less than 75 per cent. of
the Assura Shares to which the Takeover Offer relates (or such other percentage as Bidco
and Assura may agree with, to the extent necessary, the consent of the Panel, being in any
case more than 50 per cent. of the Assura Shares), and the only conditions of the Takeover
Offer shall be the conditions set out in Part A of this Appendix I (subject to replacing
Condition 2 therein with the acceptance condition referred to above).
8. The Scheme will be governed by English law and be subject to the jurisdiction of the English
courts and to the Conditions set out above. The Acquisition will be subject to the applicable
requirements of the Takeover Code, the Panel, the London Stock Exchange, the Financial
Conduct Authority, the Listing Rules, the Registrar of Companies, the Johannesburg Stock
Exchange, Finsurv and the JSE Listings Requirements.
9. Each of the Conditions shall be regarded as a separate Condition and shall not be limited
by reference to any other Condition.
10. The Assura Shares will be acquired by Bidco fully paid and free from all liens, equities,
charges, encumbrances, options, rights of pre-emption and any other third party rights and
interests of any nature and together with all rights attaching to them as at the Effective Date,
including (without limitation) voting rights and the right to receive and retain in full all
dividends and other distributions (if any) declared, made or paid, or any other return of
capital (whether by way of reduction of share capital, repurchase or redemption or
otherwise) made, on or after the Effective Date.
11. If, on or after the date of this Announcement and prior to the Effective Date, any dividend,
distribution or other return of capital (excluding the Permitted Dividend) is, paid or made by
Assura in respect of the Assura Shares, Bidco reserves its right (without prejudice to any
right of Bidco, with the consent of the Panel, to invoke the Condition set out in paragraph
3(m)(ii) of Part A of this Appendix I) to reduce the consideration payable under the terms of
the Acquisition for the Assura Shares up to the aggregate amount of such dividend,
distribution or other return of capital (or, in respect of the Permitted Dividend, by the amount
in excess of the Permitted Dividend). In such circumstances, Assura Shareholders would
be entitled to retain any such dividend, distribution or other return of capital, made or paid.
If and to the extent that any such dividend, distribution or other return of capital is paid or
made in respect of the Assura Shares prior to the Effective Date, and Bidco exercises its
rights under this paragraph 11 to reduce the consideration payable under the terms of the
Acquisition for the Assura Shares, any reference in this Announcement to the consideration
payable under the terms of the Acquisition shall be deemed to be a reference to the
consideration as so reduced.
If and to the extent that such dividend, distribution and/or other return of capital is not paid
or made or is not payable in respect of Assura Shares prior to the Effective Date, such
dividend, distribution and/or other return of capital shall be cancelled, and the Cash
Consideration shall not be subject to change in accordance with this paragraph 11.
Any exercise by Bidco of its rights referred to in this paragraph 11 shall be the subject of an
announcement and, for the avoidance of doubt, shall not be regarded as constituting any
revision or variation of the Scheme or the Acquisition.
12. The Acquisition is not being made, directly or indirectly, in, into or from, or by use of the
mails of, or by any means of instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or
of any facility of a national, state or other securities exchange of, any jurisdiction where to
do so would violate the laws of that jurisdiction.
13. The Acquisition will be subject, inter alia, to the satisfaction (or waiver, if permitted) of the
Conditions and certain further terms which are set out in this Appendix I and those terms
which will be set out in the Scheme Document and such further terms as may be required
to comply with the Listing Rules, the Takeover Code and the JSE Listings Requirements.
14. The availability of the Acquisition to persons not resident in the United Kingdom may be
affected by the laws of the relevant jurisdiction. 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. Further information in relation to Overseas Shareholders will
be contained in the Scheme Document.
APPENDIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this Announcement, unless otherwise stated or the context otherwise requires, the following
sources and bases have been used:
1. As at the Latest Practicable Date, there were 3,250,613,852 Assura Shares in issue.
2. As at the Latest Practicable Date, a further 6,100,191 Assura Shares are expected to be issued
on or after the date of this Announcement on the exercise of options or vesting of awards under
the Assura Share Plans, less 968,439 Assura Shares held in the Assura employee benefit trust
which can be used to satisfy the exercise of options and vesting of awards under the Assura
Performance Share Plan. The resulting 5,131,752 Assura Shares figure includes estimates of (i)
the additional shares representing "dividend equivalents" arising on options and awards granted
under the Assura Performance Share Plan; and (ii) the number of Assura Shares that are
expected to be issued and will be subject to ordinary course options and awards granted following
the date of this Announcement.
3. Any references to the issued and to be issued ordinary share capital of Assura are each based
on:
(a) the 3,250,613,852 Assura Shares referred to in paragraph (1) above; and
(b) the 5,131,752 Assura Shares that may be issued pursuant to the Assura Share Plans referred
to in paragraph (2) above.
4. The value attributed to the existing issued and to be issued ordinary share capital of the Company
is based upon a fully diluted share capital figure of 3,255,745,604 Assura Shares as calculated
in paragraph (3) above.
5. The fully diluted equity value is based on the issued and to be issued ordinary share capital of
Assura as set out above.
6. Unless stated otherwise, all prices quoted for Assura Shares are Closing Prices.
7. Volume weighted average prices are derived from FactSet.
8. Any references to EPRA NTA per Assura Share are to unaudited EPRA NTA per Assura Share
as at 30 September 2024:
£m unless stated otherwise Unaudited EPRA NTA
IFRS net assets 1,601.4
Deferred tax (0.6)
Fair value of derivative 0.8
EPRA adjusted net asset value 1,601.6
EPRA NTA per Assura Share 49.4 pence
For the purposes of Rules 29.1(a) and 29.1(d) of the Takeover Code, an updated valuation of
Assura's property portfolio as at 31 March 2025 will be included in the Scheme Document (or, if
applicable, the Offer Document).
9. Certain figures included in this Announcement have been subject to rounding adjustments.
APPENDIX III
IRREVOCABLE UNDERTAKINGS
Assura Directors' Irrevocable Undertakings
The following Assura Directors have given irrevocable undertakings to vote (or procure votes) to
approve the Scheme at the Court Meeting and to vote (or procure votes) in favour of the Special
Resolutions to be proposed at the Assura General Meeting (or, if the Acquisition is subsequently
structured as a Takeover Offer, to accept (or procure the acceptance of) any Takeover Offer made
by Bidco in accordance with the terms of the irrevocable undertaking) in relation to the following
Assura Shares:
Name of Assura Director Number of Assura Shares in Percentage of Assura issued
respect of which ordinary share capital*
undertaking is given
Edward Smith 166,649 0.0%
Jonathan Murphy 3,288,157 0.1%
Jayne Cottam 913,302 0.0%
Louise Fowler 17,077 0.0%
Jonathan Davies 213,360 0.0%
Noel Gordon 6,130 0.0%
Samantha Barrell 34,153 0.0%
Total 4,638,828 0.1%
* based on the number of Assura Shares in issue on the Latest Practicable Date.
These undertakings will cease to be binding only if:
- Bidco announces, with the consent of the Panel, that it does not intend to make or proceed
with the Acquisition and no new, revised or replacement offer or scheme is announced in
accordance with Rule 2.7 of the Takeover Code at the same time; or
- the Acquisition lapses or is withdrawn in accordance with its terms, and Bidco is prevented
from making a revised offer under the Takeover Code; or
- the Scheme has not become effective by 11.59 p.m. (London time) on the Long Stop Date
(other than in circumstances where Bidco has, prior to such date, elected to exercise its
right to proceed by way of a takeover offer and announced the same in accordance with the
requirements of Paragraph 8 of Appendix 7 to the Takeover Code, and such takeover offer
has not lapsed or been withdrawn); or
- any competing offer for the entire issued and to be issued share capital of the Company is
declared unconditional or, if implemented by way of a scheme of arrangement, becomes
effective.
If Bidco exercises the right to switch to a Takeover Offer, these irrevocable undertakings shall
continue to be binding in accordance with their terms.
APPENDIX IV
DEFINITIONS
The following definitions apply throughout this Announcement unless the context otherwise requires:
"2024 Assura Annual the annual report and audited accounts of the Assura Group for the
Report" financial year ended 31 March 2024;
"Acquisition" the proposed acquisition by Bidco of the entire issued, and to be
issued, ordinary share capital of Assura, other than any Excluded
Shares, to be implemented by means of the Scheme, or should Bidco
elect in accordance with the terms of the Co-operation Agreement and
subject to the consent of the Panel, by means of a Takeover Offer, and
where the context requires, any subsequent revision, variation,
extension or renewal thereof;
"Announcement" this announcement made pursuant to Rule 2.7 of the Takeover Code,
including the summary and the Appendices;
"Appendices" the appendices to this Announcement and "Appendix" has a
corresponding meaning;
"Articles" the articles of association of Assura from time to time;
"Assura" or Assura plc;
"Company"
"Assura Board" or the directors of Assura at the time of this Announcement or, where the
"Assura Directors" context requires, the directors of Assura from time to time;
"Assura General the general meeting of Assura Shareholders to be convened in
Meeting" connection with the Scheme to consider and, if thought fit, pass, inter
alia, the Special Resolutions (with or without amendment), including
any adjournment, postponement or reconvening thereof;
"Assura Group" Assura and its subsidiaries and subsidiary undertakings and where the
context permits, each of them;
"Assura Share Plans" each of: (i) the Assura Performance Share Plan, as amended from time
to time; (ii) any deferred share bonus arrangements pursuant to which
deferred Assura Share awards have been granted; and (iii) the Assura
Share Incentive Plan, as amended from time to time;
"Assura Share(s)" the existing unconditionally allotted or issued and fully paid ordinary
shares of £0.10 each in the capital of Assura and any further such
ordinary shares which are unconditionally allotted or issued before the
Scheme becomes Effective but excluding in both cases any such
shares held or which become held in treasury;
"Assura holders of Assura Shares from time to time;
Shareholder(s)"
"AUM" assets under management;
"Barclays" Barclays Bank PLC;
"Bidco" Sana Bidco Limited, a newly formed private limited company
incorporated in Jersey;
"Bidco Group" Bidco and its parent undertakings and its and such parent
undertakings' subsidiaries and subsidiary undertakings and associated
undertakings and where the context permits, each of them;
"Business Day" a day, not being a public holiday, Saturday or Sunday, on which
clearing banks in London are open for normal business;
"Cash Consideration" the cash consideration payable by Bidco in connection with the
Scheme, being 48.56 pence per Assura Share;
"Closing Price" the closing middle market price of an Assura Share as derived from the
Daily Official List on any particular date;
"Companies Act" the Companies Act 2006, as amended from time to time;
"Conditions" the conditions to the Acquisition, as set out in Appendix I to this
Announcement and to be set out in the Scheme Document and
"Condition" shall mean any one of them;
"Confidentiality the confidentiality agreement between Kohlberg Kravis Roberts & Co.
Agreement" Partners LLP, Stonepeak Partners (UK) LLP, and Assura dated 10
March 2025;
"Co-operation the co-operation agreement between Bidco and Assura dated 9 April
Agreement" 2025;
"Court" the High Court of Justice in England and Wales;
"Court Meeting" the meeting of Scheme Shareholders to be convened at the direction
of the Court pursuant to Part 26 of the Companies Act at which a
resolution will be proposed to approve the Scheme, including any
adjournment, postponement or reconvening thereof;
"Court Order" the order of the Court sanctioning the Scheme under Part 26 of the
Companies Act;
"CREST" the relevant system (as defined in the Regulations) in respect of which
Euroclear is the operator (as defined in the Regulations);
"Daily Official List" the daily official list of the London Stock Exchange;
"Dealing Disclosure" an announcement by a party to an offer or a person acting in concert
as required by Rule 8 of the Takeover Code;
"Disclosed" the information fairly disclosed by or on behalf of Assura: (i) in the 2024
Assura Annual Report, the announcement of Assura's interim results
for the six months ended 30 September 2024 as dated 14 November
2024, and/or the announcement of Assura's trading update for the third
quarter to 31 December 2024 as dated 9 January 2025; (ii) in this
Announcement; (iii) in any other announcement to a Regulatory
Information Service by or on behalf of Assura before the date of this
Announcement; (iv) to KKR, Stonepeak or Bidco (including to their
respective officers, employees, agents or advisers in their capacity as
such in respect of the Acquisition), including via the virtual data room
operated by or on behalf of Assura in respect of the Acquisition or via
e-mail, before the date of this Announcement; or (v) in filings made with
the Registrar of Companies and appearing in Assura's file or the file of
any member of the Wider Assura Group at Companies House within
the two years immediately preceding 5.00 p.m. on the day that is two
Business Days before the Latest Practicable Date;
"Effective" (i) if the Acquisition is implemented by way of the Scheme, the Scheme
having become effective pursuant to its terms; or (ii) if the Acquisition
is implemented by way of a Takeover Offer, the Takeover Offer having
been declared or having become unconditional in accordance with the
requirements of the Takeover Code;
"Effective Date" the date on which the Acquisition becomes Effective;
"EPRA" the European Public Real Estate Association, who produce best
practice recommendations for financial reporting;
"EPRA NTA" EPRA Net Tangible Assets;
"Euroclear" Euroclear UK & International Limited;
"Excluded Shares" any Assura Shares at the Scheme Record Time which (if any) are (i)
registered in the name of, or beneficially owned by Bidco or any other
member of the Wider Bidco Group or (ii) held as treasury shares (within
the meaning of the Companies Act);
"Facilities the interim facilities agreement between, amongst others, Bidco as
Agreement" borrower, Sana Reitco Limited as holdco, Wilmington Trust (London)
Limited as interim facility agent and interim security agent and the
Interim Lenders as original interim lenders;
"FAIS Act" the South African Financial Advisory and Intermediary Services Act, 37
of 2002, as amended from time to time;
"FCA" or "Financial Financial Conduct Authority of the UK, or its successor from time to
Conduct Authority" time, acting in its capacity as the competent authority for the purposes
of Part VI of FSMA;
"FCA Handbook" the FCA's Handbook of rules and guidance as amended from time to
time;
"Finsurv" the Financial Surveillance Department of the South African Reserve
Bank;
"FSMA" the Financial Services and Markets Act 2000, as amended from time
to time;
"IFRS" International Financial Reporting Standards;
"Interim Lenders" ABN AMRO Bank N.V., National Westminster Bank Plc, Banco
Santander, S.A., London Branch, Mizuho Bank, Ltd., HSBC Bank plc
and BNP Paribas, London Branch;
"Jefferies" Jefferies International Limited;
"Johannesburg Stock JSE Limited, a public company incorporated in accordance with the
Exchange" laws of the Republic of South Africa and licensed as an exchange
under the South African Financial Markets Act, 19 of 2012, or the
securities exchange operated by JSE Limited, as the context indicates;
"JSE Listings the Listings Requirements of the Johannesburg Stock Exchange, as
Requirements" amended from time to time;
"KKR" Kohlberg Kravis Roberts & Co. L.P. and its affiliates;
"Latest Practicable 8 April 2025, being the latest practicable date prior to publication of this
Date" Announcement;
"Lazard" Lazard & Co., Limited;
"Listing Rules" the listing rules made under Part VI of FSMA by the FCA and contained
in the FCA's publication of the same name, as amended from time to
time;
"London Stock London Stock Exchange plc or its successor;
Exchange"
"Long Stop Date" 9 January 2026 or such later date as Bidco may specify, with the
agreement of Assura or, in a competitive situation, with the consent of
the Panel, and the approval of the Court (if such approval is required);
"Main Market" the main market for trading in listed securities operated by the London
Stock Exchange;
"Meetings" the Court Meeting and/or the Assura General Meeting, as the case may
be;
"Offer Document" should the Acquisition be implemented by way of a Takeover Offer, the
document which would be sent to Assura Shareholders containing,
amongst other things, the terms and conditions of the Takeover Offer;
"Offer Period" the offer period (as defined by the Takeover Code) relating to Assura
which commenced on 14 February 2025;
"Offer Value" 49.4 pence per Assura Share, being the sum total of the Cash
Consideration and the Permitted Dividend;
"Official List" the Official List of the FCA;
"Opening Position an announcement pursuant to Rule 8 of the Takeover Code containing
Disclosure" details of interests or short positions in, or rights to subscribe for, any
relevant securities of a party to the Acquisition;
"Overseas holders of Scheme Shares who are resident in, ordinarily resident in,
Shareholders" or citizens of, jurisdictions outside the United Kingdom;
"Panel" the Panel on Takeovers and Mergers;
"PRA" Prudential Regulation Authority of the UK, or its successor from time to
time;
"Registrar of the Registrar of Companies in England and Wales;
Companies"
"Regulations" the Uncertificated Securities Regulations 2001 (SI 2001/3755),
including as it forms part of the domestic law of the United Kingdom by
virtue of the European Union (Withdrawal) Act 2018, as amended from
time to time;
"Regulatory the Conditions set out in paragraphs 3(a) to 3(f) of Part A of Appendix
Conditions" I to this Announcement;
"Regulatory a regulatory information service as defined in the FCA Handbook;
Information Service"
"Relevant Authority" any central bank, ministry, governmental, quasi-governmental,
supranational (including the European Union), statutory, regulatory or
investigative body, authority or tribunal (including any national or
supranational antitrust, competition or merger control authority, any
sectoral ministry or regulator and any foreign investment review body),
national, state, municipal or local government (including any
subdivision, court, tribunal, administrative agency or commission or
other authority thereof), any entity owned or controlled by them, any
private body exercising any regulatory, taxing, importing or other
authority, trade agency, association, institution or professional or
environmental body in any jurisdiction;
"relevant securities" relevant securities as defined in the Takeover Code;
"Restricted any jurisdiction where local laws or regulations may result in a
Jurisdiction" significant risk of civil, regulatory or criminal exposure if information
concerning the Acquisition (including this Announcement) is sent or
made available to Assura Shareholders in that jurisdiction;
"Sanction Hearing" the Court hearing to sanction the Scheme and any adjournment,
postponement or reconvening thereof;
"Scheme" the proposed scheme of arrangement under Part 26 of the Companies
Act between Assura and the holders of the Scheme Shares, with or
subject to any modification, addition or condition approved or imposed
by the Court and agreed by Assura and Bidco;
"Scheme Document" the document to be sent to Assura Shareholders and persons with
information rights containing, amongst other things, the Scheme,
notices of the Meetings and information regarding the proxy forms in
respect of the Meetings;
"Scheme Record the time and date to be specified in the Scheme Document, expected
Time" to be 6.00 p.m. (London time) on the Business Day immediately
preceding the Effective Date (or such other date and/or time as Bidco
may agree with Assura);
"Scheme registered holders of Scheme Shares;
Shareholders"
"Scheme Shares" all Assura Shares which remain in issue at the Scheme Record Time
and which are: (i) in issue at the date of the Scheme Document; (ii) (if
any) issued after the date of the Scheme Document but before the
Voting Record Time; and/or (iii) (if any) issued at or after the Voting
Record Time but before the Scheme Record Time on terms that the
holder thereof shall be bound by the Scheme or shall have agreed in
writing to be bound by the Scheme, excluding, in each case, any
Excluded Shares;
"South Africa" the Republic of South Africa;
"Special Resolutions" the special resolutions to be proposed at the Assura General Meeting
necessary to implement the Scheme, including (without limitation) a
resolution to implement certain amendments to be made to the Articles;
"Stifel" Stifel Nicolaus Europe Limited;
"Stonepeak" Stonepeak Partners LP and its affiliates;
"STRATE" the settlement and clearing system used by the Johannesburg Stock
Exchange, managed by Strate Proprietary Limited, a limited liability
company duly incorporated and registered under the laws of the
Republic of South Africa under registration number 1998/022242/07,
and licensed as a central securities depository under the South African
Financial Markets Act, 19 of 2012;
"Takeover Code" the City Code on Takeovers and Mergers issued by the Panel on
Takeovers and Mergers, as amended from time to time;
"Takeover Offer" subject to the consent of the Panel and the terms of the Co-operation
Agreement, should the Acquisition be implemented by way of a
takeover offer as defined in Chapter 3 of Part 28 of the Companies Act,
the offer to be made by or on behalf of Bidco to acquire the entire
issued and to be issued ordinary share capital of Assura, other than
any Excluded Shares and, where the context admits, any subsequent
revision, variation, extension or renewal of such offer;
"UK" or "United United Kingdom of Great Britain and Northern Ireland;
Kingdom"
"Undisturbed Date" 13 February 2025;
"US" or "United the United States of America, its territories and possessions, any state
States" of the United States of America, the District of Columbia, and all other
areas subject to its jurisdiction;
"US Exchange Act" the US Securities Exchange Act of 1934, as amended;
"USSIM" USS Investment Management Limited (as agent for and on behalf of
Universities Superannuation Scheme Limited (acting in its capacity as
sole corporate trustee of the Universities Superannuation Scheme));
"Voting Record Time" the time and date to be specified in the Scheme Document by reference
to which entitlement to vote at the Meetings will be determined;
"Wider Assura Assura and its subsidiaries, subsidiary undertakings, associated
Group" undertakings and any other body corporate, partnership, joint venture
or person in which Assura and such undertakings (aggregating their
interests) have a direct or indirect interest of more than 30 per cent. of
the voting or equity capital or the equivalent (excluding, for the
avoidance of doubt, Bidco, funds and separately managed accounts
advised and/or managed by KKR or Stonepeak and all of their
respective associated undertakings which are not members of the
Assura Group); and
"Wider Bidco Group" Bidco Group, as well as funds, separately managed accounts and
vehicles advised and/or managed by KKR, Stonepeak and/or their
respective associated undertakings, and any other body corporate
partnership, joint venture or person in which Bidco and all such
undertakings (aggregating their interests) have a direct or indirect
interest of more than 30 per cent. of the voting or equity capital or the
equivalent.
For the purposes of this Announcement, "subsidiary", "subsidiary undertaking", "undertaking"
and "associated undertaking" have the respective meanings given thereto by the Companies Act.
All references to "pounds", "pounds Sterling", "Sterling", "GBP", "£", "pence" and "p" are to the
lawful currency of the United Kingdom.
All references to "US dollars", "USD", "US$", "$" and "cents" are to the lawful currency of the United
States.
All references to "ZAR", "Rand" and "South African Rand" are to the lawful currency of South Africa.
All references to statutory provision or law or to any order or regulation shall be construed as a
reference to that provision, law, order or regulation as extended, modified, replaced or re-enacted
from time to time and all statutory instruments, regulations and orders from time to time made
thereunder or deriving validity therefrom.
All times referred to are London time unless otherwise stated.
References to the singular include the plural and vice versa.
9 April 2025
Corporate Advisor and JSE Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Date: 09-04-2025 08:58:00
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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,
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