Wrap Text
Notice of Special Dividend
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")
NOTICE OF SPECIAL DIVIDEND
THIS ANNOUNCEMENT AND THE INFORMATION HEREIN IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR ANY JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF
THAT JURISDICTION.
1. Introduction
1.1. On 23 June 2025, the Boards of Assura and PHP announced the terms of an
increased and recommended shares and cash offer ("Revised Offer") pursuant to
which PHP would offer to acquire the entire issued, and to be issued, ordinary share
capital of Assura (the "Combination"). The offer document in relation to the Revised
Offer was published and made available to Assura Shareholders on 27 June 2025 (the
"Revised Offer Document").
1.2. Under the terms of the Revised Offer, if declared by the Assura Board, Assura
Shareholders would be entitled to receive a Special Dividend, of up to a maximum of
0.84 pence per Assura Share, in lieu of and representing an acceleration of the
quarterly interim dividend otherwise expected to be paid during October 2025
("Special Dividend"). PHP has confirmed that any such Special Dividend would not
reduce the value of the Revised Offer.
1.3. Capitalised terms in this Announcement, unless otherwise defined, have the same
meanings as set out in the Revised Offer Document.
2. Declaration of the Special Dividend
2.1. Assura is pleased to announce that the Assura Board has now declared the Special
Dividend, settlement of which is conditional upon; (i) the Revised Offer becoming or
being declared Unconditional, and (ii) Assura having received the necessary approval
from the South African Reserve Bank to pay the Special Dividend ("SARB Approval").
2.2. This Special Dividend will be wholly Property Income Distribution ("PID").
Forms to register for gross PIDs are available on Assura's website and must be
returned to the Company registrars, MUFG Corporate Markets at Central Square,
29 Wellington Street, Leeds, LS1 4DL to arrive by 4.30pm on the Record Date
(as defined below). Please refer to Assura's website for more information.
2.3. There is no scrip dividend alternative available for the Special Dividend and it will be
paid in full as cash. For future dividend payments, including the Special Dividend,
CREST holders will automatically receive their dividend via CREST unless they have
specifically opted out.
2.4. Assura Shareholders who are on the register of members of Assura by 6.00 p.m.
(London time) on the date which the Revised Offer becomes or is declared
Unconditional (the "Record Date") will be entitled to the Special Dividend, being 0.84
pence for each Assura Share held at the Record Date.
2.5. The ex-dividend date for the Special Dividend is expected to be the second business
day after the Record Date (currently expected to be 14 August 2025, assuming the
Revised Offer becomes or is declared Unconditional on 12 August 2025).
2.6. Settlement of the Special Dividend will take place no later than 14 days after the
Unconditional Date (currently expected to be no later than 26 August 2025, assuming
the Revised Offer becomes or is declared Unconditional on 12 August 2025). If the
Revised Offer does not become or is not declared Unconditional, the Special Dividend
will not be paid.
3. Indicative dates
3.1. The dates below are indicative, assuming the Revised Offer becomes or is declared
Unconditional on 12 August 2025.
2025
Record Date (Revised Offer becomes or is declared Tuesday, 12 August
Unconditional)
Assura announcement referencing the PHP announcement on Tuesday, 12 August
the Revised Offer being Unconditional by 6.00pm
Finalisation announcement (i.e. SARB Approval and the Wednesday, 13
conversion rate) by 8.00am August
Last day to trade cum dividend on the JSE Wednesday, 13
August
Shares trade ex-dividend on the JSE Thursday, 14 August
Special Dividend record date on the JSE Monday, 18 August
Payment date by Tuesday, 26 August
3.2. To facilitate settlement of the dividend to entitled South African shareholders, share
certificates may not be dematerialised or rematerialised between Thursday,
14 August 2025 and Monday, 18 August 2025, both dates inclusive.
3.3. From the commencement of trade on Tuesday, 12 August 2025 until the close of trade
on Monday, 18 August 2025, no cross-border removals will be permitted.
4. Additional information
In accordance with the Listings Requirements of the JSE Limited, the following additional
information is disclosed for South African resident shareholders:
4.1. The Special Dividend:
4.1.1. has been declared out of income reserves and is being sourced from the United
Kingdom; and
4.1.2. is regarded as a "foreign dividend" (as defined in the South African Income Tax Act
No. 58 of 1962) for South African resident shareholders holding shares on the South
African register.
4.1.3. Assura has no tax registration in South Africa; and
4.1.4. Assura has 3 250 608 887 shares in issue.
4.1.5. Assura shareholders who are in doubt as to their tax status or position, including any
exchange control requirements, should consult an appropriate professional advisor in
their relevant jurisdiction without delay.
Assura expects the Combination to be implemented in accordance with the timetable set out in the
Revised Offer Document. However, Assura notes that the dates and times given are indicative only and
are based on current expectations and may be subject to change (as may be agreed with the Panel).
Pursuant to Section 8(b) of Appendix 7 of the Takeover Code, the Panel has determined that, unless
the Panel consents otherwise, Day 60 of the Revised Offer timetable will be 12 August 2025. If any of
the times and/or dates above change, the revised times and/or dates will be announced via a Regulatory
Information Service.
4.2. Further details on the Special Dividend are set out in the Revised Offer Document. If you have
any questions relating to the Special Dividend, please contact Assura's registrar, MUFG
Corporate Markets during normal business hours only (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 Revised Offer nor
give any financial, investment, legal or tax advice.
Enquiries:
Assura +44 (0) 161 515 2043
Ed Smith, Non-Executive Chair
Jonathan Murphy, Chief Executive Officer
Jayne Cottam, Chief Financial Officer
David Purcell, Investor Relations Director
Lazard (Lead Financial Adviser to Assura) +44 (0) 20 7187 2000
Cyrus Kapadia
Patrick Long
Caitlin Martin
Barclays Bank PLC (Joint Corporate Broker and Financial +44 (0) 20 7623 2323
Adviser to Assura)
Bronson Albery
Callum West
Ronak Shah
Stifel Nicolaus Europe Limited (Joint Corporate Broker and +44 (0) 20 7710 7600
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
Anjali Unnikrishnan
Grace Whelan
Travers Smith LLP is acting as legal adviser to Assura.
The LEI of Assura is 21380026T19N2Y52XF72.
Further information
Lazard & Co., Limited ("Lazard"), which is authorised and regulated by the FCA in the United Kingdom,
is acting exclusively as lead financial adviser to Assura and no one else in connection with the
Combination and will not be responsible to anyone other than Assura for providing the protections
afforded to clients of Lazard nor for providing advice in relation to the Combination or any other matters
referred to in this Announcement. Neither Lazard 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 Lazard in connection with this Announcement, any statement contained herein or
otherwise.
Barclays Bank PLC ("Barclays"), which is authorised by the PRA and regulated by the FCA and the
PRA in the United Kingdom, is acting exclusively as joint corporate broker and financial adviser to
Assura and no one else in connection with the Combination and will not be responsible to anyone other
than Assura for providing the protections afforded to clients of Barclays nor for providing advice in
relation to the Combination or any other matters referred to in this Announcement. Neither Barclays 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 Barclays in connection with this
Announcement, any statement contained herein or otherwise.
Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated by the FCA in the United
Kingdom, is acting exclusively as joint corporate broker and financial adviser to Assura and no one else
in connection with the Combination and will not be responsible to anyone other than Assura for providing
the protections afforded to clients of Stifel nor for providing advice in relation to the Combination or any
other matters referred to in this Announcement. Neither Stifel 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 Stifel in connection with 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 will be implemented solely pursuant to the terms of the Original Offer Document and
Revised Offer Document which contain 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 Forms of Acceptance and Election, the Original Combined Circular and
Prospectus and the Supplementary Prospectus.
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.
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.
Dealing and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the Takeover 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) of the Takeover
Code 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 Takeover 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(s), 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. You should contact the
Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing Disclosure.
Publication on a website
A copy of this Announcement and the documents required to be published under Rule 26 of the
Takeover Code will be made available at www.phpgroup.co.uk and www.assuraplc.com/investor-
relations/shareholder-information/offer-from-php by no later than 12 noon (London time) on the
Business Day following the date of this Announcement. The content of the websites referred to in this
Announcement is not incorporated into and does not form part of this Announcement.
15 July 2025
Corporate Advisor and JSE Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Date: 15-07-2025 05:00:00
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 
