Assura plc - Delisting of Assura shares

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

5 September 2025

Assura Plc ("Assura")

Delisting of Assura Shares

1. Introduction

On 23 June 2025, the boards of Primary Health Properties plc ("PHP") and Assura jointly announced the terms of an increased and recommended shares and cash offer pursuant to which PHP would acquire the entire issued, and to be issued, ordinary share capital of Assura (the "Revised Offer"). 

On 27 June 2025, PHP and Assura jointly published a revised offer document in respect of the Revised Offer (the "Revised Offer Document"), which supplemented and updated the original offer document published by PHP on 13 June 2025 (the "Original Offer Document").

On 12 August 2025, PHP announced that the Revised Offer had become Unconditional in all respects.

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).

2. Delisting and cancellation of trading

As announced by PHP on 27 August 2025, PHP has now despatched compulsory acquisition notices under sections 979 and 980 of the Companies Act 2006 to Assura Shareholders who have not yet validly accepted the Revised Offer (the "Compulsory Acquisition Process").

At the request of PHP, Assura will make requests to the FCA and the London Stock Exchange respectively to cancel the listing and trading of the Assura Shares on the Equity Shares (Commercial Companies) category of the Official List and Main Market of the London Stock Exchange (the "LSE Delisting"). It is anticipated that the LSE Delisting will take effect no earlier than 7.30 a.m. on 6 October 2025. 

Trading of Assura's Shares on the Main Board of the JSE is expected to be suspended from 7.30 a.m. on 3 October 2025. The cancellation of the listing and trading of the Assura Shares on the Main Board of the JSE (the "JSE Delisting"), is expected to take place shortly following the completion of the LSE Delisting and the Compulsory Acquisition Process.  It is intended that Assura will be re-registered as a private limited company as soon as practicable following the LSE Delisting and the JSE Delisting, and a detailed timetable for the JSE Delisting will be announced on SENS in due course.

It is expected that following the LSE Delisting and the JSE Delisting, remaining Assura Shareholders will, in practice, only be able to sell their shares pursuant to the Compulsory Acquisition Process.

Enquiries:

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 this Announcement 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 this Announcement 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 this Announcement 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.

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.

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 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 described in this Announcement 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.

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 has not 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 this Announcement. Any representation to the contrary may be a criminal offence in the United States.

It may be difficult for Assura Shareholders in the United States to enforce their rights and any claim arising out of the U.S. federal securities laws, since Assura is located in a country other than the United States and some or all of its officers and directors may be residents of countries other than the United States. Assura Shareholders in the United States may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's jurisdiction and judgement.

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.

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.