Wrap Text
The Admission of new shares is just PHP - but waiting for time of release
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)
JSE Share Code: AHR
ISIN Code: GB00BVGBWW93
LEI number: 21380026T19N2Y52XF72
("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
17 October 2025
Recommended Combination of
Assura plc
and
Primary Health Properties PLC
to be implemented by means of a takeover offer
under Part 28 of the Companies Act 2006
UPDATE TO TIMETABLE IN RESPECT OF THE DELISTING OF ASSURA FROM THE JSE FOLLOWING
THE COMPULSORY ACQUISITION PROCESS IMPLEMENTED PURSUANT TO THE UK COMPANIES
ACT 2006
Further to the announcement released on the Stock Exchange News Service on Thursday, 18 September
2025, PHP confirms that, due to a misalignment in the timing of the FCA admissions application process with
the timeline for the sale of the New PHP Shares attributable to Assura Shareholders in Restricted Jurisdictions,
the following salient dates relating to the JSE Delisting (as defined in the announcement made on 18
September 2025) will supersede those published in any previous announcement:
2025
GBP/ZAR Exchange Rate announced by 11h00 (SA time) Friday, 24 October
Payment of consideration to Assura Shareholders pursuant to the Tuesday, 28 October
terms of the Revised Offer and the Compulsory Acquisition Process
(as defined in the announcement made on 18 September 2025)
Termination of listing of Assura Shares on the JSE Wednesday, 29 October
Capitalised terms used in this announcement (the "Announcement"), unless otherwise defined, have the
same meanings as set out in the original offer document published by PHP on 13 June 2025 (as amended by
the revised offer document published jointly by PHP and Assura on 27 June 2025).
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.
PHP has 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: 17-10-2025 12:15:00
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The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
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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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