Wrap Text
Publication and Posting of Scheme Document
Assura plc
(Incorporated in England and Wales)
(Company Number: 09349441)
LEI number: 21380026T19N2Y52XF72
LSE Share Code: AGR
JSE Share Code: AHR
ISIN Code: GB00BVGBWW93
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
14 May 2025
RECOMMENDED CASH OFFER
for
Assura plc ("Assura")
by
Sana Bidco Limited ("Bidco")
a newly formed company indirectly wholly owned by (i) funds advised by
Kohlberg Kravis Roberts & Co. L.P. and its affiliates and (ii) funds advised by
Stonepeak Partners LP and its affiliates
to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006 (the "Act")
Publication and Posting of Scheme Document
On 9 April 2025, the boards of Assura and Bidco announced that they had reached agreement on the
terms of a recommended cash offer for the entire issued and to be issued ordinary share capital of
Assura by Bidco (the "Acquisition") proposed to be effected by means of a scheme of arrangement
under Part 26 of the Act (the "Scheme").
Publication of the Scheme Document
The Assura Directors are pleased to announce the publication of a circular in relation to the Acquisition
(the "Scheme Document") which, together with the associated Forms of Proxy, has today been posted
by Assura to Assura Shareholders. Unless the context provides otherwise, words and expressions used
in this announcement shall have the same meanings as defined in the Scheme Document.
The Scheme Document contains, amongst other things, a letter from the Chair of Assura, the full terms
and conditions of the Acquisition, an explanatory statement pursuant to section 897 of the Act, an
expected timetable of principal events, notices of the Court Meeting and the General Meeting, valuation
reports in respect of Assura's property portfolio pursuant to Rule 29 of the City Code on Takeover and
Mergers (the "Takeover Code"), and details of the actions to be taken by Scheme Shareholders entitled
to vote at the Court Meeting and Assura Shareholders entitled to vote at the General Meeting.
Action required
As further described in the Scheme Document, before the Court is asked to sanction the Scheme and
in order to become Effective, the Scheme will require: (i) the approval of Scheme Shareholders present
and voting either in person or by proxy at the Court Meeting (or any adjournment thereof), which has
been convened by an order of the Court, representing not less than 75 per cent. in value of the Scheme
Shares voted by such Scheme Shareholders; and (ii) the passing of the Special Resolution by the
requisite majority of Assura Shareholders at the General Meeting (or any adjournment thereof). The
Scheme is also subject to the satisfaction or (where applicable) waiver of the Conditions and further
terms that are set out in the Scheme Document.
The Acquisition will require approval of the Scheme Shareholders at the Court Meeting convened with
the permission of the Court to be held at the offices of Lazard &Co., Limited, 20 Manchester Square,
London, W1U 3PZ at 3.00 p.m. on 5 June 2025. Implementation of the Scheme will also require the
approval of Assura Shareholders of the Special Resolution relating to the Acquisition to be proposed at
the General Meeting. The General Meeting will be held at the same place as the Court Meeting, at 3.15
p.m. (or as soon thereafter as the Court Meeting concludes or is adjourned). Notices of the Court
Meeting and the General Meeting are set out in Parts 9 (Notice of Court Meeting) and 10 (Notice of
General Meeting) of the Scheme Document respectively.
Assura Shareholders entitled to attend and vote at the Meetings are entitled to appoint a proxy to
exercise all or any of their rights to attend, speak and vote at the Court Meeting and/or the General
Meeting. A proxy need not be an Assura Shareholder.
It is important that, for the Court Meeting in particular, as many votes as possible are cast so
that the Court may be satisfied that there is a fair representation of the opinion of Scheme
Shareholders. You are therefore strongly urged to complete and return both of your Forms of
Proxy, or to appoint a proxy through CREST or electronically (or make contact with your CSDP
or broker if you are an Underlying SA Shareholder who holds Assura Shares through STRATE)
as soon as possible. Doing so will not prevent you from attending, speaking and voting in
person at the Meetings (or any adjournment thereof) if you wish and are entitled to do so.
Scheme Shareholders are encouraged to appoint the Chair of the Court Meeting and the General
Meeting as their proxy, to ensure that their vote will be counted.
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.
The Assura Directors consider the Acquisition (including the Scheme) to be in the best interests of the
Assura Shareholders taken as a whole. Accordingly, the Assura Directors unanimously recommend
that Assura Shareholders vote to approve the Scheme at the Court Meeting and to vote in favour of the
Special Resolution at the General Meeting, as the Assura Directors have irrevocably undertaken to do
(or procure to be done) in respect of their own beneficial holdings for which they control the voting rights
(and the beneficial holdings of their close relatives), being, in aggregate, 4,638,828 Assura Shares,
representing approximately 0.1 per cent. of the ordinary share capital of Assura in issue as at the Latest
Practicable Date.
Shareholders should read carefully the whole of the Scheme Document (including any documents
incorporated into the Scheme Document by reference), together with the accompanying Forms of
Proxy, before deciding whether or not to vote, or procure a vote, in favour of the Scheme at the Court
Meeting and the Special Resolution at the General Meeting. Each of these documents contains
important information relating to the Acquisition. Any vote or decision in respect of, or other response
to, the Acquisition or the Scheme (as applicable) should only be made on the basis of the information
contained in the Scheme Document.
Expected timetable of principal events
The Scheme Document contains an expected timetable of principal events relating to the Scheme,
which is set out below. The following indicative timetable is based on Assura's and Bidco's current
expected dates for the implementation of the Scheme and is subject to change. If any of the dates
and/or times in this expected timetable change, the revised dates and/or times will be notified to Assura
Shareholders by announcement through a Regulatory Information Service of the London Stock
Exchange and on SENS. Unless otherwise stated, all times referred to in the timetable are London
times.
Event Time and/or date
General dates applicable to Assura Shareholders
Publication of this Document 14 May 2025
Latest time for lodging Forms of Proxy for the:
Court Meeting (BLUE form) 3.00 p.m. on 3 June 2025(1)
General Meeting (WHITE form) 3.15 p.m. on 3 June 2025(2)
Voting Record Time for the Court Meeting and the 6.30 p.m. on 3 June 2025(3)
General Meeting
Court Meeting 3.00 p.m. on 5 June 2025
General Meeting 3.15 p.m. on 5 June 2025(4)
Additional dates applicable to Underlying SA Shareholders(5)
Last day for Underlying SA Shareholders to trade on 29 May 2025
the Johannesburg Stock Exchange to provide voting
instructions for the Meetings
Latest time and date for Underlying SA Shareholders 4.00 p.m. (South African Standard
to provide voting instructions to their CSDP or broker, Time) on 2 June 2025
as applicable
Record time and date for Underlying SA 4.00 p.m. (South African Standard
Shareholders to participate at the Meetings (via a Time) on 3 June 2025
representation letter from their CSDP or broker, as
applicable)
The following dates are indicative only and are subject to change (6)
Last day for announcement of expected timetable T - 8 Business Days
Last day for cross-border removals T - 5 Business Days
Sanction Hearing (to sanction the Scheme) a Business Day expected to fall during
the third quarter of 2025 ("T"), being
prior to the Long Stop Date(7)
Finalisation announcement with respect to currency by 11.00 a.m. (South African Standard
conversion and the GBP/Rand Exchange Rate Time) on T + 1 Business Day
Last day of dealings in, and for the registration of T + 3 Business Days
transfers of, Assura Shares on the London Stock
Exchange, and disablement of Assura Shares in
CREST
Last day for Underlying SA Shareholders to trade on T + 3 Business Days
the Johannesburg Stock Exchange
Scheme Record Time 6.00 p.m. on T + 3 Business Days
Suspension of listing of, and dealings in, Assura by 7.30 a.m. on T + 4 Business Days
Shares on the London Stock Exchange
Suspension of listing of Assura Shares on the by 9.00 a.m. (South African Standard
Johannesburg Stock Exchange Time) on T + 4 Business Days
Effective Date T + 4 Business Days(8)
Delisting of Assura Shares from the London Stock by 7.30 a.m. on T + 5 Business Days
Exchange
Record date for Underlying SA Shareholders to T + 6 Business Days
receive payment in connection with the Scheme
Latest date for payment to Assura Shareholders via within 14 days of the Effective Date
the dispatch of cheques and crediting of CREST
accounts
Latest date for payment to Underlying SA within 14 days of the Effective Date
Shareholders via the STRATE system and
processing of electronic transfers (the "SA
Settlement Date")
Earliest date for cancellation of Assura Shares from SA Settlement Date + 1 Business Day
the Johannesburg Stock Exchange
Long Stop Date 9 January 2026(9)
____________________
(1) It is requested that BLUE Forms of Proxy for the Court Meeting be lodged not later than 3.00 p.m. on 3 June 2025 or, if
the Court Meeting is adjourned or rescheduled (if postponed), 48 hours prior to the time and date set for any adjourned
or rescheduled (if postponed) Court Meeting (excluding any part of such 48-hour period falling on a non-working day). If
the BLUE Form of Proxy for the Court Meeting is not returned by such time, it may be handed to a representative of
MUFG Corporate Markets, on behalf of the Chair of the Court Meeting, or to the Chair of the Court Meeting before the
start of the Court Meeting (or any adjournment or postponement of it) and it will be valid.
(2) In order to be valid, the WHITE Forms of Proxy for the General Meeting must be lodged not later than 3.15 p.m. on 3
June 2025 or, if the General Meeting is adjourned or rescheduled (if postponed), 48 hours prior to the time and date set
for any adjourned or rescheduled (if postponed) General Meeting (excluding any part of such 48-hour period falling on a
non-working day).
(3) If either the Court Meeting or the General Meeting is adjourned or rescheduled (if postponed), the Voting Record Time
for the relevant adjourned or rescheduled (if postponed) Meeting will be 6.30 p.m. on the date which is two days prior to
the date set for such adjourned or rescheduled (if postponed) Meeting.
(4) To commence at 3.15 p.m. or as soon thereafter as the Court Meeting concludes or is adjourned.
(5) If Underlying SA Shareholders wish to attend the Court Meeting and/or the General Meeting, or to send a proxy to
represent them at the Court Meeting and/or the General Meeting, they must advise their CSDP or broker. Without the
necessary letter of representation to attend or to be represented at the Court Meeting and/or the General Meeting,
Underlying SA Shareholders will not be entitled to attend or to be represented at the Court Meeting and/or the General
Meeting.
(6) These dates are indicative only and will depend, amongst other things, on the date upon which: (i) the Conditions are
satisfied or (if capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order is delivered to the
Registrar of Companies. Assura will give adequate notice of all of these dates and times, when known, by issuing an
announcement through a Regulatory Information Service and on SENS, with such announcement being made available
on Assura's website at www.assuraplc.com/investor-relations/shareholder-information/offer-from-kkr-and-stonepeak.
Participants in the Assura Share Plans will be contacted separately to inform them of the effect of the Scheme on their
rights under the Assura Share Plans, including details of any appropriate proposals being made and dates and times
relevant to them.
(7) Subject to the satisfaction or (if capable of waiver) waiver of the Conditions as set out in Part 3 (Conditions to and Further
Terms of the Scheme and the Acquisition) of the Scheme Document (other than Conditions 1 and 2(c)).
(8) Following sanction of the Scheme by the Court, the Scheme will become Effective in accordance with its terms upon a
copy of the Court Order being delivered to the Registrar of Companies. This is presently expected to occur within four
Business Days after the date of the Sanction Hearing, subject to satisfaction or (if capable of waiver) waiver of the
Conditions.
(9) This is the latest date by which the Scheme may become Effective. However, the Long Stop Date may be extended to
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).
Enquiries:
Assura plc 0161 515 2043
Ed Smith
Jonathan Murphy
Jayne Cottam
Lazard (Lead Financial Adviser to Assura) 020 7187 2000
Cyrus Kapadia
Patrick Long
Caitlin Martin
Barclays (Joint Corporate Broker and Financial Adviser to Assura) 020 7623 2323
Bronson Albery
Callum West
Ronak Shah
Stifel (Joint Corporate Broker and Financial Adviser to Assura) 020 7710 7600
Mark Young
Jonathan Wilkes-Green
Catriona Neville
FGS Global (PR Adviser to Assura) 020 7251 3801
Gordon Simpson Assura-LON@fgsglobal.com
Grace Whelan
Nedbank Corporate and Investment Banking, a division of Nedbank Limited (South African
Corporate Adviser and JSE Sponsor to Assura)
Michelle Benade nedbanksponsor@nedbank.co.za
Jefferies International Limited (Financial Adviser to Bidco) 020 7029 8000
Philip Noblet
Dai Clement
Thomas Forrow
Tom Yeadon
Thomas Bective
Andrew Morris
FGS Global (PR Adviser to Bidco) 020 7251 3801
Faeth Birch KKR-LON@fgsglobal.com
Alastair Elwen
Oliver Sherwood
Travers Smith LLP is acting as legal adviser to Assura in connection with the Acquisition.
Simpson Thacher & Bartlett LLP is acting as legal adviser to Bidco, KKR and Stonepeak in connection
with the Acquisition.
Bowmans is acting as legal adviser to Bidco, KKR and Stonepeak as to matters of South African law in
connection with the Acquisition.
Notices
Lazard & Co., Limited ("Lazard") and Stifel Nicolaus Europe Limited ("Stifel"), which are authorised and
regulated in the United Kingdom by the Financial Conduct Authority (the "FCA") and Barclays Bank
PLC ("Barclays") which is authorised by the Prudential Regulation Authority ("PRA") and regulated in
the United Kingdom by the FCA and the PRA, are acting exclusively as lead financial adviser, joint
corporate broker and financial adviser, and joint corporate broker and financial adviser, respectively, to
Assura and no one else in connection with the Acquisition and will not be responsible to anyone other
than Assura for providing the protections afforded to clients of Lazard or Barclays or Stifel nor for
providing advice in relation to the Acquisition or any other matters referred to in this Announcement.
None of Lazard, Barclays or Stifel or any of their respective affiliates (nor any of their respective
directors, officers, employees or agents), owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is
not a client of theirs in connection with the Acquisition, this Announcement, any statement contained
herein or otherwise.
In accordance with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the
Exchange Act, Barclays and its affiliates will continue to act as exempt principal trader in Assura plc on
the London Stock Exchange. These purchases and activities by exempt principal traders which are
required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory
Information Service and will be available on the London Stock Exchange website at
www.londonstockexchange.com. This information will also be publicly disclosed in the United States to
the extent that such information is made public in the United Kingdom.
Jefferies, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for
Bidco, KKR and Stonepeak and no one else in connection with the matters set out in this Announcement
and will not regard any other person as its client in relation to the matters in this Announcement and will
not be responsible to anyone other than KKR or Stonepeak for providing the protections afforded to
clients of Jefferies nor for providing advice in relation to any matter referred to in this Announcement.
Neither Jefferies nor any of its affiliates (nor their respective directors, officers, employees or agents)
owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection
with this Announcement, any statement contained herein or otherwise.
Further information
This Announcement is for information purposes only and does not constitute an offer or inducement to
sell or an invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any
securities or a solicitation of an offer to buy any securities, pursuant to the Acquisition or otherwise. The
Acquisition shall be made solely by means of the Scheme Document (or, if the Acquisition is
implemented by way of a Takeover Offer, the Offer Document) which shall contain the full terms and
Conditions of the Acquisition, including details of how to vote in respect of the Acquisition.
This Announcement has been prepared for the purpose of complying with English law, the Listing Rules,
the JSE Listings Requirements and the Takeover Code and the information disclosed may not be the
same as that which would have been disclosed if this Announcement had been prepared in accordance
with the laws of jurisdictions outside of England.
This Announcement does not constitute a prospectus, prospectus equivalent document or an exempted
document for purposes of English law, the Listing Rules, the JSE Listings Requirements or any other
law in any other jurisdiction.
Overseas Shareholders
The release, publication or distribution of this Announcement in or into certain jurisdictions other than
the United Kingdom, the United States or South Africa may be restricted by law. Persons who are not
resident in the United Kingdom, the United States or South Africa or who are subject to other
jurisdictions should inform themselves of, and observe, any applicable requirements. Any failure to
comply with any such requirements may constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in
the Acquisition disclaim any responsibility or liability for the violation of such requirements by any
person.
Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable
law and regulation, the Acquisition shall not be made available, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote
in favour of the Acquisition by any such means from or within a Restricted Jurisdiction or any other
jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of
this Announcement and all documents relating to the Acquisition are not being, and must not be, directly
or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and
all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail
or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the
laws in that jurisdiction.
The availability of the Acquisition to Assura Shareholders who are not resident in the United Kingdom
or South Africa (and, in particular, their ability to vote their Assura Shares with respect to the Scheme
at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf)
may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are
not resident in the United Kingdom or South Africa should inform themselves of, and observe, any
applicable requirements, as any failure to comply with such requirements may constitute a violation of
the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the
companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation
of such restrictions by any person.
The Acquisition shall be subject to the applicable requirements of the Takeover Code, the Panel, the
London Stock Exchange, the Financial Conduct Authority, the Listing Rules, the Johannesburg Stock
Exchange, FinSurv, the JSE Listings Requirements and the Registrar of Companies. Further details in
relation to Overseas Shareholders will be contained in the Scheme Document.
The information contained in this Announcement constitutes factual information as contemplated in
section 1(3)(a) of the FAIS Act and should not be construed as express or implied advice (as that term
is used in the FAIS Act and/or the Financial Markets Act) 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
Financial Markets Act.
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.
Assura's financial statements, and all financial information that is included in this Announcement, or any
other documents relating to the Acquisition, have been or will be prepared in accordance with IFRS and
thus may not be comparable to financial statements and financial information of companies in the United
States or companies whose financial statements are prepared in accordance with generally accepted
accounting principles in the United States.
Neither the US Securities and Exchange Commission, nor any US state securities commission or any
securities commission of other jurisdictions, has approved or disapproved the Acquisition, passed
judgement upon the fairness or the merits of the Acquisition or passed judgement upon the adequacy
or accuracy of this Announcement. Any representation to the contrary may be a criminal offence in the
United States.
If Bidco were to elect to implement the Acquisition by means of a Takeover Offer and determines to
extend the Takeover Offer into the United States, such Takeover Offer would be made in compliance
with applicable US laws and regulations, including to the extent applicable Section 14(e) of the US
Exchange Act and Regulation 14E thereunder, and in accordance with the Takeover Code. Such a
takeover would be made in the United States by Bidco and no one else. Accordingly, the Acquisition
would be subject to disclosure and other procedural requirements, including with respect to withdrawal
rights, offer timetable, settlement procedures and timing of payments that are different from those
applicable under US domestic tender offer procedures and law.
The receipt of cash pursuant to the Acquisition by a US Assura Shareholder as consideration for the
transfer of its Assura Shares pursuant to the Scheme will likely be a taxable transaction for United
States federal income tax purposes and under applicable United States state and local, as well as
foreign and other, tax laws. Assura Shareholders are urged to consult their independent professional
advisers immediately regarding the tax consequences of the Acquisition applicable to them.
It may be difficult for US Assura Shareholders to enforce their rights and claims arising out of the US
federal securities laws, since Bidco and Assura are located in countries other than the US, and some
or all of their officers and directors may be residents of countries other than the US. US Assura
Shareholders may not be able to sue a non-US company or its officers or directors in a non-US court
for violations of US securities laws. Further, it may be difficult to compel a non-US company and its
affiliates to subject themselves to a US court's jurisdiction and judgement.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Bidco,
certain affiliated companies and their nominees or brokers (acting as agents) may make certain
purchases of, or arrangements to purchase, shares in Assura outside of the US, other than pursuant to
the Acquisition, until the date on which the Acquisition and/or Scheme becomes Effective, lapses or is
otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the US Exchange Act, each of Jefferies,
Barclays and Stifel will continue to act as a connected exempt principal trader in Assura Shares on the
London Stock Exchange. If such purchases or arrangements to purchase were to be made they would
occur either in the open market at prevailing prices or in private transactions at negotiated prices and
comply with applicable law, including the US Exchange Act. Any information about such purchases or
arrangements to purchase will be disclosed as required in the United Kingdom, will be reported to a
Regulatory Information Service and will be available on the London Stock Exchange website at
www.londonstockexchange.com.
Forward looking statements
This Announcement (including information incorporated by reference in this Announcement), oral
statements made regarding the Acquisition, and other information published by KKR, Stonepeak, Bidco
or Assura contain statements about Bidco, Assura, any member of the Wider Bidco Group or any
member of the Wider Assura Group that are or may be deemed to be forward looking statements. All
statements other than statements of historical facts included in this Announcement may be forward
looking statements. Without limitation, any statements preceded or followed by or that include the words
"targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "shall", "should", "anticipates",
"estimates", "projects", "is subject to", "budget", "scheduled", "forecast" or words or terms of similar
substance or the negative thereof, are forward looking statements. Forward looking statements may
include statements relating to the following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses
and future prospects; (ii) business and management strategies and the expansion and growth of
Bidco's, KKR's, Stonepeak's, Assura's, any member of the Wider Bidco Group's or any member of the
Wider Assura Group's operations and potential synergies resulting from the Acquisition; and (iii) the
effects of global economic conditions and government regulation on Bidco's, KKR's, Stonepeak's,
Assura's, any member of the Wider Bidco Group's or any member of the Wider Assura Group's
business.
Such forward looking statements are prospective in nature and are not based on historical facts, but
rather on current expectations and projections of the management of Bidco and Assura about future
events and are therefore subject to risks and uncertainties that could significantly affect expected results
and are based on certain key assumptions. Many factors could cause actual results to differ materially
from those projected or implied in any forward looking statements, including: increased competition, the
outcome of business or industry restructuring, future market and economic conditions, currency
fluctuations, changes in interests and tax rates, the behaviour of other market participants, the outcome
of any litigation, the actions of governmental regulators and other risk factors such as ability to continue
to obtain financing to meet liquidity needs, the timing and success of future acquisition opportunities,
changes in the political, social, legal and regulatory framework or in economic trends or conditions,
including inflation and consumer confidence, on a global, regional or national basis. Other unknown or
unpredictable factors could cause actual results to differ materially from those in the forward looking
statements. Such forward looking statements should therefore be construed in the light of such factors.
Although Bidco and Assura believe that the expectations reflected in such forward looking statements
are reasonable, Bidco, KKR, Stonepeak, Assura, the Wider Bidco Group nor the Wider Assura Group,
nor any of their respective associates or directors, officers or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed or implied in any forward looking
statements in this Announcement will actually occur. Due to such uncertainties and risks, readers are
cautioned not to place any reliance on such forward looking statements, which speak only as of the
date hereof. All subsequent oral or written forward looking statements attributable to any member of the
Wider Bidco Group or the Wider Assura Group, or any of their respective associates, directors, officers,
employees or advisers, are expressly qualified in their entirety by the cautionary statement above.
Bidco, KKR, Stonepeak, Assura, the Wider Bidco Group and the Wider Assura Group expressly
disclaim any obligation to update any forward looking or other statements contained herein, except as
required by applicable law or by the rules of any competent regulatory authority, whether as a result of
new information, future events or otherwise.
No profit forecasts, profit estimates or quantified financial benefits statements
No statement in this Announcement, or incorporated by reference in this Announcement, is intended as
a profit forecast, profit estimate or quantified financial benefits statement for any period and no
statement in this Announcement should be interpreted to mean that earnings or earnings per Assura
Share for the current or future financial years would necessarily match or exceed the historical published
earnings or earnings per Assura Share.
Publication on website
A copy of this Announcement, the Scheme Document and the other 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. Save as
expressly referred to in this Announcement, the content of Assura's website is not incorporated into and
does not form part of this Announcement.
Information relating to Assura Shareholders
Please be aware that addresses, electronic addresses and certain information provided by Assura
Shareholders, persons with information rights and other relevant persons for the receipt of
communications from Assura may be provided to Bidco, KKR and Stonepeak during the Offer Period
as required under Section 4 of Appendix 4 of the Takeover Code.
Right to receive documents in hard copy form
Any person entitled to receive a copy of documents, announcements and information relating to the
Acquisition is entitled to receive such documents in hard copy form free of charge. A person may also
request that all future documents, announcements and information in relation to the Acquisition are sent
to them in hard copy form.
Assura Shareholders may request hard copies of the Scheme Document by contacting MUFG
Corporate Markets during business hours (9.00 a.m. to 5.30 p.m. Monday to Friday excluding public
holidays in England and Wales) on 0371 664 0321 (from within the UK) or +44 371 664 0321 (from
outside the UK) or by submitting a request in writing to MUFG Corporate Markets, Corporate Actions at
Central Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom. Calls are charged at the
standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged
at the applicable international rate. Calls may be recorded and randomly monitored for security and
training purposes. Please note the Shareholder helpline cannot provide advice on the merits of the
Scheme nor give any financial, investment, legal or tax advice.
Underlying SA Shareholders may request hard copies of the Scheme Document by contacting JSE
Investor Services during business hours (8.00 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) or +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 outside South Africa 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. Please note the Shareholder helpline cannot provide advice on the
merits of the Scheme nor give any financial, investment, legal or tax advice.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant
securities of an offeree company or of any securities exchange offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must
make an Opening Position Disclosure following the commencement of the offer period and, if later,
following the announcement in which any securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies
must be made by no later than 3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the
10th business day following the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class
of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the
person's interests and short positions in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b)
applies must be made by no later than 3.30 pm (London time) on the business day following the date
of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or
informal, to acquire or control an interest in relevant securities of an offeree company or a securities
exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and
Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position
Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's
website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first identified. If you are in any doubt as
to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0) 20 7638 0129.
General
If you are in any doubt as to the contents of this announcement or the action you should take, you are
recommended to seek your own personal financial advice immediately from your stockbroker, bank
manager, solicitor, accountant or other independent financial adviser authorised under FSMA if you are
resident in the United Kingdom, or a financial services provider duly authorised under the FAIS Act if
you are resident in South Africa, or from another appropriately authorised independent financial adviser
if you are in a territory outside the United Kingdom or South Africa.
Date: 14-05-2025 05:50:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Sharenet Sites 
