
THIS ANNOUNCEMENT AND THE INFORMATION HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT AND NO INVESTMENT DECISION IN RELATION TO THE 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 PROSPECTUS.
FOR IMMEDIATE RELEASE
Recommended Combination of
and
to be implemented by means of a takeover offer
under Part 28 of the Companies Act 2006
Day 49 Update on Acceptance Levels
Assura Shareholders who have not yet accepted the Revised Offer are urged to do so as soon as possible and, in any event, no later than
Day 49 Update on Acceptance Levels
On
On
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).
In accordance with Rule 17 of the Takeover Code, PHP is today providing an update on the level of acceptances received under the Revised Offer.
As at
So far as PHP is aware, none of these acceptances have been received from persons acting in concert with PHP.
As at
Action to be taken by Assura Shareholders
Assura Shareholders who have not yet accepted the Revised Offer are urged to do so as soon as possible but, in any event, by no later than
Assura Shareholders who have not yet accepted the Revised Offer should note that the Mix and Match Facility will remain open until the date on which the Revised Offer becomes or is declared Unconditional after which time it may be closed by PHP without further notice. PHP intends to close the Mix and Match Facility after the Revised Offer becomes Unconditional (in order to allow allocations to be calculated). Assura Shareholders who have not yet accepted the Revised Offer and wish to make elections under the Mix and Match Facility are therefore recommended to accept the Revised Offer and make their elections under the Mix and Match Facility as soon as possible.
Details of actions for Assura Shareholders to take are 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 accompanies the Revised Offer Document. 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 or the Supplementary Prospectus 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,
A soft copy of the Original Offer Document and the Revised Offer Document can also be found at www.phpgroup.co.uk and www.assuraplc.com/investor-relations/shareholder-information/offer-from-php
Assura Shareholders are reminded that, as a summary and subject to the fuller description in the Original Offer Document (as amended by the Revised Offer Document), the Acceptance Condition shall be satisfied if valid acceptances of the Revised Offer have been received (and not validly withdrawn) by no later than
Save as disclosed in this Announcement, as at the close of business on
a) had an interest in, or right to subscribe for, relevant securities in
b) had any short position in (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, relevant securities of
c) had procured an irrevocable commitment or letter of intent to accept the terms of the Revised Offer in respect of relevant securities of
d) had borrowed or lent any Assura Shares.
Furthermore, neither PHP nor any PHP Director nor, so far as the PHP Directors are aware, any other person acting, or deemed to be acting, in concert with PHP is party to any arrangement in relation to relevant securities of
General
The calculations in this Announcement are based upon the issued share capital of 3,256,393,191 Assura Shares in issue at
Enquiries:
|
+44 (0) 7970 246 725 via Sodali & Co |
|
+44 (0) 207 280 5000 |
Deutsche Numis (Joint Lead Financial Adviser and Joint Broker to PHP) Heraclis Economides
|
+44 (0) 207 260 1000 |
Citi (Joint Financial Adviser to PHP) Bogdan Melaniuc
|
+44 (0) 20 7986 4000 |
Peel Hunt (Joint Financial Adviser and Joint Broker to PHP) Capel Irwin
|
+44 (0) 20 7418 8900 |
Sodali & Co (
|
+44 (0) 7970 246 725 |
The LEI of PHP is 213800Y5CJHXOATK7X11 and the LEI of
Further information
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
The Combination will be implemented solely pursuant to the terms of the Original Offer Document and Revised Offer Document which will 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 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. PHP has published the Original Combined Circular and Prospectus and Supplementary Prospectus containing information on the New PHP Shares and the
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
Overseas Shareholders
The information contained herein is not for release, distribution or publication, directly or indirectly, in or into
The release, publication or distribution of this Announcement in, into or from jurisdictions other than the
The availability of the Offer to Assura Shareholders who are not resident in and citizens of the
In particular, the ability of persons who are not resident in the
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
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
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
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
This document 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
The New PHP Shares have not been and will not be registered under the
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
It is intended that the Combination will be implemented by way of a takeover offer within the meaning of the Companies Act. The Revised Offer will not be subject to the disclosure and other procedural requirements of Regulation 14D under the
No document relating to the Revised Offer or the Combination will be posted into
The receipt of consideration pursuant to the Revised Offer by an Eligible
In accordance with normal
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
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
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 pursuant to Rule 26 of the Takeover Code will be available at PHP's website at www.phpgroup.co.uk and
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
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