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Admission of new PHP shares
Primary Health Properties PLC
(Incorporated in the United Kingdom)
Company Number: 3033634
LSE Share Code: PHP
JSE Share Code: PHP
ISIN Code: GB00BYRJ5J14
LEI: 213800Y5CJHXOATK7X11
("PHP" or the "Company")
THIS ANNOUNCEMENT AND THE INFORMATION HEREIN IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR ANY OTHER JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR PROSPECTUS
EQUIVALENT DOCUMENT AND NO INVESTMENT DECISION IN RELATION TO THE REVISED OFFER OR
THE NEW PHP SHARES SHOULD BE MADE EXCEPT ON THE BASIS OF INFORMATION IN THE OFFER
DOCUMENT, THE REVISED OFFER DOCUMENT, THE COMBINED CIRCULAR AND PROSPECTUS AND
THE SUPPLEMENTARY PROSPECTUSES.
FOR IMMEDIATE RELEASE
14 August 2025
Recommended Combination of
Assura Plc ("Assura")
and
Primary Health Properties PLC ("PHP")
to be implemented by means of a takeover offer
under Part 28 of the Companies Act 2006
1. Admission of New PHP Shares
On 23 June 2025, the Boards of PHP and Assura jointly announced the terms of an increased and recommended
shares and cash offer pursuant to which PHP will acquire the entire issued, and to be issued, ordinary share capital of
Assura (the "Revised Offer").
Further to the announcement by PHP on 12 August 2025 in relation to the Revised Offer becoming unconditional in all
respects, PHP today announces that in satisfaction of valid acceptances of the Revised Offer received by 2.00 p.m. on
12 August 2025, the admission of 792,655,708 New PHP Shares to (a) the Equity Shares (Commercial Companies)
category of the Official List of the FCA and to trading on the London Stock Exchange's Main Market for listed securities
and (b) the Main Board of the JSE (together, "Admission") and commencement of dealings in the New PHP Shares
became effective at 8.00 a.m. (London time) today.
PHP confirms that, as at the date of this announcement, it has 2,129,149,494 ordinary shares of 12.5p ("PHP Ordinary
Shares") each in issue and admitted to trading on the London Stock Exchange. There are no PHP Ordinary Shares
held in treasury. Therefore, this figure (2,129,149,494) may be used by shareholders (and others with notification
obligations) as the denominator for the calculations by which they will determine if they are required to notify their
interest in, or a change to their interest in, PHP under the FCA's Disclosure and Transparency Rules.
The International Securities Identification Number for the PHP Ordinary Shares is GB00BYRJ5J14 and the LEI number
is 213800Y5CJHXOATK7X11.
Further applications will be made to the FCA, London Stock Exchange and JSE respectively, in relation to further issues
of New PHP Shares required to settle the consideration to which any Assura Shareholder is entitled to receive under
the Revised Offer whilst it remains open for acceptances.
2. Revised Offer remains open for acceptance
Assura Shareholders who have not yet accepted the Revised Offer should note that the Revised Offer will remain open
for acceptance until further notice. PHP will give at least 14 days' notice by an announcement before the Revised Offer
is closed for acceptances.
3. Acceptance procedure
Assura Shareholders who have not yet accepted the Revised Offer are urged to do so as soon as possible in
accordance with the actions set out in the Original Offer Document (as amended by the Revised Offer Document) and,
for holders of Assura Shares in certificated form, in the Second Form of Acceptance and Election which accompanied
the Revised Offer Document. Assura Shareholders who have not yet accepted the Revised Offer should note that the
Mix and Match is now closed.
If you have any questions about the Original Offer Document or the Revised Offer Document or are in any doubt as to
how to complete the Second Form of Acceptance and Election (if you hold Assura Shares in certificated form), or how
to make an Electronic Acceptance (if you hold Assura Shares in uncertificated form), or if you want to request a hard
copy of the Original Combined Circular and Prospectus, the supplementary prospectus issued on 27 June 2025 (the
"First Supplementary Prospectus") or the supplementary prospectus issued on 28 July 2025 (the "Second
Supplementary Prospectus", and together with the First Supplementary Prospectus, the "Supplementary
Prospectuses") or a further copy of the Original Offer Document or the Revised Offer Document (and/or any information
incorporated into them by reference to another source) please contact the Receiving Agent, Equiniti, on +44 (0) 371
384 2414. Lines are open 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (excluding English and Welsh public
holidays). Calls to the helpline from outside the UK will be charged at the applicable international rate. Different charges
may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training
purposes. The helpline cannot provide advice on the merits of the Revised Offer nor give any financial, legal or tax
advice.
A soft copy of the Original Offer Document, the Revised Offer Document, the Prospectus and the Supplementary
Prospectuses can also be found at www.phpgroup.co.uk and www.assuraplc.com/investor-relations/shareholder-
information/offer-from-php
4. General
Capitalised terms used in this announcement (the "Announcement"), unless otherwise defined, have the same
meanings as set out in the Original Offer Document (as amended by the Revised Offer Document).
Enquiries:
Primary Health Properties Plc +44 (0) 7970 246 725
Harry Hyman, Non-Executive Chair via Sodali & Co
Mark Davies, Chief Executive Officer
Richard Howell, Chief Financial Officer
Rothschild & Co (Joint Lead Financial Adviser to PHP) +44 (0) 207 280 5000
Alex Midgen
Alice Squires
Sam Green
Nikhil Walia
Jake Shackleford
Deutsche Numis (Joint Lead Financial Adviser and Joint Broker +44 (0) 207 260 1000
to PHP)
Kevin Cruickshank
Heraclis Economides
Stuart Ord
Jack McLaren
Citi (Joint Financial Adviser to PHP) +44 (0) 20 7986 4000
Bogdan Melaniuc
James Ibbotson
Robert Redshaw
James Carton
Michael Mullen
Peel Hunt (Joint Financial Adviser and Joint Broker to PHP) +44 (0) 20 7418 8900
Capel Irwin
Michael Nicholson
Henry Nicholls
Sodali & Co (Communications for PHP) +44 (0) 7970 246 725
Rory Godson
Elly Williamson
Louisa Henry
CMS Cameron McKenna Nabarro Olswang LLP is acting as legal adviser to PHP.
The LEI of PHP is 213800Y5CJHXOATK7X11 and the LEI of Assura is 21380026T19N2Y52XF72.
The person responsible for arranging the release of this Announcement on behalf of PHP is Toby Newman,
Company Secretary.
Further information
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the FCA in the United
Kingdom, is acting exclusively as joint lead financial adviser to PHP and for no one else in connection with the
subject matter of this Announcement and will not be responsible to anyone other than PHP for providing the
protections afforded to its clients or for providing advice in connection with the subject matter of this
Announcement. Neither Rothschild & Co nor any of its affiliates (nor any of their respective directors, officers,
employees or agents), owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild & Co in
connection with this Announcement, any statement contained herein or otherwise.
Numis Securities Limited ("Deutsche Numis"), which is authorised and regulated in the United Kingdom by the
FCA in the United Kingdom, is acting exclusively as joint lead financial adviser to PHP and for no one else in
connection with the subject matter of this Announcement and will not be responsible to anyone other than PHP
for providing the protections afforded to its clients or for providing advice in connection with the subject matter of
this Announcement. Neither Deutsche Numis nor any of its affiliates (nor any of their respective directors, officers,
employees or agents), owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any person who is not a client of Deutsche Numis in
connection with this Announcement, any statement contained herein or otherwise.
Citigroup Global Markets Limited ("Citi"), which is authorised by the PRA and regulated by the FCA and the PRA
in the United Kingdom, is acting exclusively as joint financial adviser to PHP and for no one else in connection
with the subject matter of this Announcement and will not be responsible to anyone other than PHP for providing
the protections afforded to its clients or for providing advice in connection with the subject matter of this
Announcement. Neither Citi nor any of its affiliates (nor any of their respective directors officers, employees or
agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a client of Citi in connection with this
Announcement, any statement contained herein or otherwise.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United Kingdom by the FCA, is acting
exclusively as joint financial adviser to PHP and for no one else in connection with the subject matter of this
Announcement and will not be responsible to anyone other than PHP for providing the protections afforded to its
clients or for providing advice in connection with the subject matter of this Announcement. Neither Peel Hunt nor
any of its affiliates (nor any of their respective directors, officers, employees or agents) owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Peel Hunt in connection with the matters referred to in this
Announcement, any statement contained herein, or otherwise.
This Announcement is for information purposes only and is not intended to, and does not, constitute, or form part
of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Combination
or otherwise, nor shall there be any sale, issuance or transfer of securities of Assura in any jurisdiction in
contravention of applicable law. In particular, this Announcement does not constitute an offer of securities to the
public as contemplated in the South African Companies Act, 71 of 2008.
The Combination is being implemented solely pursuant to the terms of the Original Offer Document and Revised
Offer Document which contains the full terms and conditions of the Combination, including details of how to accept
the Revised Offer. Any decision or response in relation to the Combination should be made only on the basis of
the information contained in the Original Offer Document, the Revised Offer Document, the Original Combined
Circular and Prospectus and the Supplementary Prospectuses.
The statements contained in this Announcement are made as at the date of this Announcement, unless some
other time is specified in relation to them, and publication of this Announcement shall not give rise to any
implication that there has been no change in the facts set forth in this Announcement since such date.
This Announcement does not constitute or form part of, and should not be construed as, any public offer under
any applicable legislation or an offer to sell or solicitation of any offer to buy any securities or financial instruments
or any advice or recommendation with respect to such securities or other financial instruments.
This Announcement does not constitute a prospectus, prospectus equivalent document or exempted document.
PHP has published the Original Combined Circular and Prospectus and Supplementary Prospectuses containing
information on the New PHP Shares and the Combined Group as well as the Original Offer Document and Revised
Offer Document. PHP urges Assura Shareholders to read the Original Offer Document, the Revised Offer
Document, the Forms of Acceptance and Election, the Original Combined Circular and Prospectus and
Supplementary Prospectuses carefully because they contain important information in relation to the Combination,
the New PHP Shares and the Combined Group. Any decision by Assura Shareholders in respect of the
Combination should be made only on the basis of the information contained in the Original Offer Document, the
Revised Offer Document the Original Combined Circular and Prospectus and Supplementary Prospectuses. PHP
urges Assura Shareholders to read the Original Offer Document, the Revised Offer Document, the Forms of
Acceptance and Election, the Original Combined Circular and Prospectus and Supplementary Prospectuses.
If you are in any doubt about the contents of this Announcement or the action you should take, you are
recommended to seek your own independent financial advice immediately from your stockbroker, bank manager,
solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets
Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised
independent financial adviser.
Overseas Shareholders
The information contained herein is not for release, distribution or publication, directly or indirectly, in or into the
United States, Australia, Canada, Japan, New Zealand or any other Restricted Jurisdiction where applicable laws
prohibit its release, distribution or publication.
The release, publication or distribution of this Announcement in, into or from jurisdictions other than the UK may
be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK
should inform themselves of, and observe, any applicable legal or regulatory requirements. Any failure to comply
with such requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons involved in the Combination disclaim any
responsibility or liability for the violation of such restrictions by any person. This Announcement has been prepared
in accordance with and for the purpose of complying with English law, the Takeover Code, the Market Abuse
Regulation, the UK Listing Rules and the Disclosure Guidance and Transparency Rules and the information
disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared
in accordance with the laws of jurisdictions outside England.
The availability of the Revised Offer to Assura Shareholders who are not resident in and citizens of the UK may
be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons
who are not resident in the UK should inform themselves of, and observe, any applicable legal or regulatory
requirements of their jurisdictions.
In particular, the ability of persons who are not resident in the United Kingdom to execute Second Forms of
Acceptance and Election in connection with the Revised Offer; and persons who are not resident in the United
Kingdom to receive New PHP Shares in part consideration pursuant to terms of the Combination, may be affected
by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable
restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted
by applicable law, the companies and persons involved in the Combination disclaim any responsibility or liability
for the violation of such restrictions by any person. Further details in relation to Overseas Shareholders are
contained in the Original Offer Document and the Revised Offer Document.
Unless otherwise determined by PHP or required by the Takeover Code, and permitted by applicable law and
regulation, the Revised Offer will not be made available, in whole or in part, 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 accept the
Revised Offer by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other
jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.
Copies of this Announcement and any formal documentation relating to the Combination are not being, and must
not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted
Jurisdiction and persons receiving such documents (including, without limitation, agents, custodians, nominees
and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction.
Doing so may render invalid any related purported acceptance of the Revised Offer. Unless otherwise determined
by PHP and permitted by applicable law and regulation, the Revised Offer may not be made, directly or indirectly,
in or into, or by the use of mails or any means or 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 Restricted Jurisdiction, and the Revised Offer may not be
capable of acceptance by any such use, means, instrumentality or facilities.
The New PHP Shares to be issued pursuant to the Revised Offer have not been and will not be registered under
the relevant securities laws of or with any securities regulatory authority of any Restricted Jurisdiction. Accordingly,
the New PHP Shares may not be offered, sold or delivered, directly or indirectly, in or into any Restricted
Jurisdiction nor to any U.S. Person or Restricted Overseas Person, except pursuant to exemptions from the
registration requirements of any such jurisdiction.
Further details in relation to Overseas Shareholders are included in the Original Offer Document and Revised
Offer Document and Assura Shareholders are advised to read carefully the Original Offer Document and Revised
Offer Document.
The Combination is subject to English law, the applicable requirements of the Companies Act, the Takeover Code,
the Panel, the UK Listing Rules, the Market Abuse Regulation, the FCA, the London Stock Exchange, the
Registrar of Companies, the Johannesburg Stock Exchange, the JSE Listing Requirements and applicable
securities law.
The information contained in this Announcement constitutes factual advice as contemplated in section 1(3)(a) of
the South African Financial Advisory and Intermediary Services Act, 37 of 2002, as amended ("FAIS Act") and
should not be construed as express or implied advice (as that term is used in the FAIS Act and/or the South
African Financial Markets Act, 19 of 2012, as amended) that any particular transaction in respect of the
Combination, is appropriate to the particular investment objectives, financial situations or needs of a shareholder,
and nothing in this Announcement should be construed as constituting the canvassing for, or marketing or
advertising of, financial services in South Africa. PHP is not a financial services provider licensed as such under
the FAIS Act.
Nothing in this Announcement should be viewed, or construed, as "advice", as that term is used in the South
African Financial Markets Act, 19 of 2012, as amended.
Notice relating to the United States
This Announcement is not intended to, and does not, constitute or form part of any offer or invitation to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Revised Offer or otherwise. The Combination will be made solely
through the Original Offer Document and the Revised Offer Document which will contain the full terms and
conditions of the Combination, including details of how the Combination may be accepted. Any acceptance or
other response to the Combination should be made only on the basis of the information in the Original Offer
Document and the Revised Offer Document.
The Combination relates to the shares of an English company and is subject to UK procedural and disclosure
requirements that are different from certain of those of the United States. The financial statements and other
financial information included in this Announcement have been prepared in accordance with non-U.S. accounting
standards that may not be comparable to the financial statements of U.S. companies or companies whose
financial statements are prepared in accordance with generally accepted accounting principles in the United
States. It may be difficult for U.S. holders of shares to enforce their rights and any claims they may have arising
under the U.S. federal securities laws in connection with the Combination, since PHP and Assura are located in
countries other than the United States, and all or some of their officers and directors may be residents of countries
other than the United States. U.S. holders of shares in PHP or Assura may not be able to sue PHP, Assura or
their respective officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be
difficult to compel PHP, Assura and their respective affiliates to subject themselves to the jurisdiction or judgment
of a U.S. court.
The New PHP Shares have not been and will not be registered under the U.S. Securities Act or under the
securities laws of any state or other jurisdiction of the United States and may not be offered, taken up, sold, resold,
delivered, pledged, renounced, distributed or otherwise transferred, directly or indirectly, in or into the United
States or to, or for the account or benefit of, any U.S. Person except in transactions exempt from, or not subject
to, the registration requirements of the U.S. Securities Act and in compliance with any applicable securities laws
of any state or other jurisdiction of the United States.
None of the New PHP Shares, the Original Combined Circular and Prospectus, the Supplementary Prospectus',
the Original Offer Document, the Revised Offer Document, the Second Form of Acceptance or any other offering
document has been approved or disapproved by the SEC, any state securities commission in the United States
or any other U.S. regulatory authority, nor have such authorities passed upon or determined the adequacy or
accuracy of the information contained in any of those documents or passed upon or endorsed the merits of the
Combination. Any representation to the contrary is a criminal offence in the United States.
The Combination is being implemented by way of a takeover offer within the meaning of the Companies Act. The
Revised Offer is not be subject to the disclosure and other procedural requirements of Regulation 14D under the
U.S. Exchange Act. If made into the United States, the Revised Offer will be made in accordance with applicable
requirements of Regulation 14E under the U.S. Exchange Act. However, the Revised Offer qualifies for "Tier II"
exemptions from the tender offer rules included in Regulation 14E under the U.S. Exchange Act. Accordingly, the
Revised Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal
rights, offer timetable, settlement procedures and timing of payments that may be different from those applicable
under U.S. domestic tender offer procedures and law.
No document relating to the Revised Offer or the Combination will be posted into the United States, but a "qualified
institutional buyer" (as such term is defined in Rule 144A promulgated under the U.S. Securities Act) may be
permitted, at PHP's sole discretion, to participate in the Revised Offer upon establishing its eligibility as an Eligible
U.S. Holder (as defined in the Original Offer Document (as amended by the Revised Offer Document)). PHP will
require the provision of a letter by Eligible U.S. Holders (and may require the provision of a letter by subsequent
transferees in the United States) with such acknowledgements, warranties, and representations to and
agreements with PHP, as PHP may require, to, among other things, confirm compliance with applicable laws as
well as other supporting documentation. PHP will refuse to issue or transfer New PHP Shares to investors that do
not meet the foregoing requirements.
The receipt of consideration pursuant to the Revised Offer by an Eligible U.S. Holder may be a taxable transaction
for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax
laws. Each Assura Shareholder is urged to consult its independent professional adviser immediately regarding
the tax consequences of accepting the Revised Offer.
In accordance with normal United Kingdom market practice and to the extent permissible under applicable law or
regulatory requirements, including Rule 14e-5 under the U.S. Exchange Act (to the extent applicable), PHP and
its affiliates or its brokers and its brokers' affiliates (acting as agents for PHP or its affiliates, as applicable) may
from time to time whilst the Revised Offer remains open for acceptance make certain purchases of, or
arrangements to purchase, Assura Shares outside the United States otherwise than under the Revised Offer,
such as in the open market or through privately negotiated purchases. Such purchases, or arrangements to
purchase, shall comply with applicable rules in the United Kingdom and the rules of the London Stock Exchange.
Details about any such purchases will be available from a Regulatory Information Service and will be available on
the London Stock Exchange website (www.londonstockexchange.com).
Publication on a website
A copy of this Announcement and the documents required to be published pursuant to Rule 26 of the Takeover
Code will be available at PHP's website at www.phpgroup.co.uk and Assura's website at
www.assuraplc.com/investor-relations/shareholder-information/offer- from-php promptly and in any event by no later
than 12 noon on the Business Day following this Announcement. The content of this website is not incorporated
into and does not form part of this Announcement
General
Investors should be aware that PHP may purchase Assura Shares otherwise than under the Revised Offer,
including pursuant to privately negotiated purchases.
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, Assura Shareholders, persons with information rights and
participants in Assura Share Plans may request a hard copy of this Announcement by contacting PHP's company
secretary at cosec@phpgroup.co.uk. For persons who receive a copy of this Announcement in electronic form or
via a website notification, a hard copy of this Announcement will not be sent unless so requested. Such persons
may also request that all future documents, announcements and information to be sent to them in relation to the
Combination should be in hard copy form.
For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy
of this Announcement will not be sent unless so requested. Such persons may also request that all future
documents, announcements and information to be sent to them in relation to the Combination should be in hard
copy form.
Electronic communications
Please be aware that addresses, electronic addresses and certain other information provided by Assura
Shareholders, persons with information rights and other relevant persons for the receipt of communications from
Assura may be provided to PHP 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.
The Company has a primary listing on the London Stock Exchange and a secondary listing on the JSE Limited.
United Kingdom
Sponsor: PSG Capital
Date: 14-08-2025 09:00:00
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