Wrap Text
Declaration and finalisation announcement in respect of the delisting of Assura from the JSE
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")
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")
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.
FOR IMMEDIATE RELEASE
18 September 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
DECLARATION AND FINALISATION ANNOUNCEMENT IN RESPECT OF THE DELISTING OF ASSURA
FROM THE JSE FOLLOWING THE COMPULSORY ACQUISITION PROCESS IMPLEMENTED
PURSUANT TO THE UK COMPANIES ACT 2006
1. Introduction
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 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. The
Revised Offer closed for acceptances on 10 September 2025.
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 despatched compulsory acquisition notices under sections
979 and 980 of the Companies Act 2006 to Assura Shareholders who had not yet validly accepted the Revised
Offer (the "Compulsory Acquisition Process") to acquire compulsorily any Assura Shares not acquired or
agreed to be acquired by or on behalf of PHP pursuant to the Revised Offer or otherwise on the same terms
as the Revised Offer. For all Assura Shareholders located or resident in South Africa, the consideration in
respect of each Assura Share held and acquired by PHP pursuant to the Compulsory Acquisition Process will
comprise (a) payment of a fixed 12.5 pence in cash; and (b) the net cash proceeds from the sale of the
equivalent of 0.3865 New PHP Shares.
Assura Shareholders are referred to the announcement published by Assura on SENS on 5 September 2025
in which Assura Shareholders were advised that at the request of PHP, Assura had made 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 at around 7.30 a.m. (UK
time) on 6 October 2025.
Assura Shareholders were advised that trading of Assura's Shares on the Main Board of the JSE is expected
to be suspended from 7.30 a.m. (SA time) 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.
3. Salient dates and times
The salient dates and time in terms of the JSE Delisting are outlined below:
2025
Declaration and finalisation announcement published by PHP and Thursday, 18 September
Assura on SENS
JSE Last Date to Trade in Assura Shares on the JSE Thursday, 2 October
Suspension of Assura Shares on JSE – including suspension of Friday, 3 October
movement between South African Register and UK Register
Termination of listing of Assura Shares on the LSE Monday, 6 October
JSE Record Date Tuesday, 7 October
GBP/ZAR Exchange Rate announced by 11h00 (SA time) Friday, 17 October
Payment of consideration to Assura Shareholders pursuant to the Wednesday, 22 October
terms of the Revised Offer and the Compulsory Acquisition Process
Termination of listing of Assura Shares on the JSE Thursday, 23 October
4. South African taxation
General
The summary below describes certain South African taxation consequences associated with the acquisition
and disposal of shares. The summary is not a comprehensive description of all the tax implications that may
be relevant to the transaction involving the Assura Shares, which implications are typically dependent on the
identity and tax residency of the relevant Assura Shareholder. This summary is intended as a general guide
only and should not be regarded as tax advice. Assura Shareholders are strongly advised to consult with
professional tax advisors in relation to their specific tax position.
Basis of taxation
South African tax residents are in principle taxed on their worldwide receipts and accruals, as well as capital
gains, while non-residents are taxed on South African sourced receipts and accruals and certain capital gains.
Disposal of Assura Shares
The disposal of Assura Shares, and the concomitant consideration, will give rise to a receipt or accrual in the
hands of the South African resident Assura Shareholders.
Capital or revenue
It is important to determine whether the receipt or accrual is of a capital or revenue nature, as this will determine
whether the amount is taxed in accordance with the rules pertaining to capital gains and losses, or as ordinary
income.
In determining whether the receipt or accrual is of a capital or revenue nature, section 9C of the South African
Income Tax Act, No. 58 of 1962 ("Income Tax Act") should be considered. The section deems certain amounts
received or accrued from the disposal of shares to be capital in nature if the taxpayer immediately prior to such
disposal was the owner of that share for a continuous period of at least three years.
If section 9C of the Income Tax Act does not apply, the taxpayer must determine the capital or revenue nature
of the receipt or accrual by applying the common law tests formulated by the South African courts.
Capital gains
To the extent that the receipt or accrual pursuant to the disposal of the Assura Shares is capital in nature, and
subject to any applicable double tax treaty, any capital gain realised will be subject to capital gains tax as
determined in accordance with the Eighth Schedule to the Income Tax Act.
Revenue gains
To the extent that the receipt or accrual is revenue in nature, and subject to any applicable double tax treaty,
the amount will be included in gross income, and subject to certain exemptions and allowable deductions, will
result in ordinary taxable income. This will generally be the case if the shares were held for trading purposes.
Dividends tax
The consideration payable to South African resident Assura Shareholders will not constitute a dividend or
foreign dividend subject to dividends tax in terms of the Income Tax Act.
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
+44 (0) 207 280 5000
Rothschild & Co (Joint Lead Financial Adviser to PHP)
Alex Midgen
Alice Squires
Sam Green
Nikhil Walia
Jake Shackleford
+44 (0) 207 260 1000
Deutsche Numis (Joint Lead Financial Adviser and Joint Broker
to PHP)
Kevin Cruickshank
Heraclis Economides
Stuart Ord
Jack McLaren
+44 (0) 20 7986 4000
Citi (Joint Financial Adviser to PHP)
Bogdan Melaniuc
James Ibbotson
Robert Redshaw
James Carton
Michael Mullen
+44 (0) 20 7418 8900
Peel Hunt (Joint Financial Adviser and Joint Broker to PHP)
Capel Irwin
Michael Nicholson
Henry Nicholls
+44 (0) 7970 246 725
Sodali & Co (Communications for PHP)
Rory Godson
Elly Williamson
Assura plc +44 (0) 161 515 2043
Jonathan Davies, Non-Executive Chair
Jonathan Murphy, Chief Executive Officer
Jayne Cottam, Chief Financial Officer
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-
Anjali Unnikrishnan LON@fgsglobal.com
Grace Whelan
CMS Cameron McKenna Nabarro Olswang LLP is acting as legal adviser to PHP.
Travers Smith LLP is acting as legal adviser to Assura.
The LEI of PHP is 213800Y5CJHXOATK7X11 and the LEI of Assura is 21380026T19N2Y52XF72.
Assura and PHP have a primary listing on the London Stock Exchange and a secondary listing on the JSE
Limited.
JSE Sponsor to PHP
PSG Capital
JSE Sponsor to Assura
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
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.
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.
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 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 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.
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.
Neither this Announcement, nor the New PHP Shares, the Original Combined Circular and Prospectus, the
Supplementary Prospectuses, 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.
It may be difficult for Assura Shareholders in the United States 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.
Date: 18-09-2025 04:00:00
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.
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