Source - RNS
RNS Number : 6480I
Assura PLC
20 June 2017
 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, BY ANY MEANS OR MEDIA, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, JAPAN, THE REPUBLIC OF SOUTH AFRICA, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA") (OTHER THAN THE UNITED KINGDOM) OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO, SAVE WHERE EXPRESSLY PERMITTED BY THE COMPANY.

Neither this announcement nor any part of it constitutes an offer or invitation to underwrite, an offer to sell or issue or the solicitation of an offer to buy, subscribe or acquire any new Ordinary shares in any jurisdiction in which any such offer or solicitation would be unlawful. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933 (as amended), under the securities legislation of any state of the United States or under the securities laws of Canada, Australia, New Zealand, Japan, the Republic of South Africa or any member state of the EEA.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

20 June 2017

Assura plc

("Assura" or the "Company")

Results of Placing

 

Assura is pleased to announce the results of the placing announced earlier today (the "Placing").

 

A total of 163,999,820 new ordinary shares of 10 pence each in the capital of the Company (the "Placing Shares") were placed by Liberum Capital Limited ("Liberum") and Stifel Nicolaus Europe Limited ("Stifel") (Liberum and Stifel together the "Placing Agents"), at a price of 60 pence per Placing Share (the "Placing Price"), raising gross proceeds of approximately £98.4 million. The Placing Shares being issued represent, in aggregate, approximately 9.9 per cent. of Assura's issued ordinary share capital immediately prior to the Placing.

 

The Company consulted with its major institutional shareholders in advance of agreeing to undertake the Placing. The Placing Shares will, when issued, be subject to the Company's articles of association. They will be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares in issue in the capital of the Company, including the right to receive all future dividends and distributions declared, made or paid on or in respect of such ordinary shares by reference to a record date falling after the date of issue of the Placing Shares. For the avoidance of doubt, the Placing Shares shall not qualify for the next quarterly interim dividend of 0.60 pence per share payable on 19 July 2017 to holders of ordinary shares on the register on 16 June 2017.

 

The Placing Price represents a discount of 1.6 per cent. to the middle market intraday price of the Company's ordinary shares at 12.05 p.m. on 20 June 2017 (being the time the Placing Price was agreed) of 60.95 pence and a discount of 3.8 per cent. (after expenses).

 

Application will be made for the Placing Shares to be admitted to listing on the premium listing segment of the Official List of the Financial Conduct Authority (the "FCA") and to be admitted to trading on the main market for listed securities of the London Stock Exchange plc (the "London Stock Exchange") (together, "Admission"). Subject to Admission becoming effective, it is expected that settlement of subscriptions in respect of the Placing Shares and that trading in the Placing Shares will commence at 8.00 a.m. on Friday 23 June 2017.

 

The Placing is conditional upon, inter alia, Admission becoming effective not later than 8.00 a.m. (London time) on Friday 23 June 2017 (or such later time and/or date, being not later than 8.00 a.m. (London time) on 30 June 2017, as Liberum and Stifel may jointly agree with the Company) and the Placing Agreement not being terminated in accordance with its terms before that time.

 

Invesco Asset Management Limited as agent for and on behalf of its discretionary managed clients ("Invesco") is a related party of the Company for the purposes of Chapter 11 of the Listing Rules as a result of being entitled to exercise, or to control the exercise of, over 10 per cent. of the votes able to be cast at general meetings of the Company. Invesco has agreed to subscribe for 26,666,666 Placing Shares at an aggregate value of £15,999,999.60 under, and on the terms and conditions of, the Placing. This constitutes a smaller related party transaction under Listing Rule 11.1.10R. Liberum and Stifel, in accordance with Listing Rule 11.1.10R (2)(b), have jointly confirmed that the terms of the proposed Placing with Invesco are fair and reasonable as far as the shareholders of the Company are concerned.

 

Following Admission becoming effective the total number of voting rights in the Company will be 1,820,555,060. No ordinary shares of the Company are held in treasury. This figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure, Guidance and Transparency Rules.

 

Capitalised terms used but not defined in this announcement have the same meanings as set out in the placing announcement of the Company released at 7.00 a.m. (GMT) on the date hereof.

 

Liberum and Stifel acted as joint bookrunners in respect of the Placing.

 

Commenting on the Placing, Jonathan Murphy, Chief Executive Officer, said:

 

"There is significant support across the UK political spectrum for further investment in primary care premises, and Assura is well placed to help plans become reality in a market that is in critical need of investment. We are pleased with the investor interest in this placement, which was significantly oversubscribed, and this allows us to build on our leading position in the sector by taking advantage of the opportunities in the market while also maintaining a strong balance sheet."

 

 

Enquiries:

 

Assura plc


+44 1925 420660

Jonathan Murphy



Orla Ball



Liberum Capital Limited


+44 203 100 2000

Richard Crawley



Jamie Richards



Stifel Nicolaus Europe Limited


+44 20 7710 7600

Mark Young

Stewart Wallace

Tom Yeadon



Dealing codes

Ticker

AGR

ISIN for the Placing Shares

GB00BVGBWW93

SEDOL for the Placing Shares

BVGBWW9

 

Notes to Editors

Assura plc, a constituent of the FTSE 250 and the EPRA/NAREIT* indices, is a UK REIT and long-term investor in and developer of primary care property. The company, headquartered in Warrington, works with GPs, health professionals and the NHS to create innovative property solutions in order to facilitate delivery of high quality patient care in the community. At 31 March 2017, Assura's property portfolio was valued at £1,345 million.

 

*EPRA is a registered trademark of the European Public Real Estate Association

 

Important Information

 

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

This announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, by any means or media, in or into the United States, Canada, Australia, New Zealand, Japan, the Republic of South Africa, any member state of the European Economic Area ("EEA") (other than the United Kingdom) or any other jurisdiction where it would be unlawful to do so (the "Excluded Territories"), save where expressly permitted by the Company.

This announcement does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security in the capital of the Company in any jurisdiction.

This announcement and any materials distributed in connection with this announcement are not directed to, or intended for distribution to or use by, any person or entity that is a citizen or resident or located in any Excluded Territory where such distribution, publication, availability or use would be contrary to law or regulation or would require any registration or licensing within such jurisdiction.

This announcement is not an offer of securities or an invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities in any Excluded Territory. The Company's securities have not been and will not be registered under the United Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state or other jurisdiction of the United States and, may not be offered, sold, pledged, re-sold, taken up, delivered, distributed or otherwise transferred, directly or indirectly, within the United States (as defined in Regulation S under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable state or local securities laws. There will be no public offer of the securities in the United States.

Stifel Nicolaus Europe Limited, a foreign broker-dealer, is acting as agent for and on behalf of its group affiliate Stifel Nicolaus & Company, Inc., a U.S. SEC registered broker-dealer pursuant to a Rule 15a6 intra-group company agreement.

Members of the public are not eligible to take part in the Placing. This announcement and the information contained herein are for information purposes only and are directed only at: (a) persons in member states of the EEA who are qualified investors as defined in section 86(7) of the Financial Services and Markets Act 2000, as amended, ("Qualified Investors") being persons falling within the meaning of Article 2(1)(e) of the EU Prospectus Directive (which means Directive 2003/71/EC and includes any relevant implementing directive measure in any member state) (the "Prospectus Directive"); (b) in the United Kingdom, to Qualified Investors who are persons who (i) have professional experience in matters relating to investments falling within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order; or (iii) are persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as "Relevant Persons").  Any investment or investment activity in connection with the Placing will only be available to, and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.

This announcement is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000 (as amended) ("FSMA") by, a person authorised under FSMA. This announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.

This announcement has been issued by, and is the sole responsibility, of the Company. No prospectus will be made available in connection with the matters contained in this announcement and no such prospectus is required (in accordance with the Prospectus Directive) to be published. Persons needing advice should consult an independent financial adviser.

This announcement should not be considered a recommendation by the Placing Agents or any of their respective directors, officers, employees, advisers or affiliates in relation to any purchase of or subscription for securities. Neither of the Placing Agents nor any of their respective directors, officers, employees, advisers or affiliates accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy, fairness, sufficiency or completeness of the information or the opinions or the beliefs contained in this announcement (or any part hereof). None of the information contained in this announcement has been independently verified or approved by the Placing Agents or any of their respective directors, officers, employees, advisers or any of their affiliates. Save in the case of fraud, no liability is accepted by the Placing Agents or any of their respective directors, officers, employees, advisers or affiliates for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this announcement or its contents or otherwise in connection with this announcement. No person has been authorised to give any information or to make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been authorised by the Company or either of the Placing Agents. Subject to the Listing Rules, the Prospectus Rules and the Disclosure Rules and Transparency Rules, the issue of this announcement and any subsequent announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Group since the date of this announcement or that the information in it is correct as at any subsequent date.

Liberum and Stifel are both regulated and authorised in the United Kingdom by the FCA. Liberum and Stifel are acting exclusively for the Company and for no one else in connection with the Placing and Admission and will not regard any person (whether or not a recipient of this announcement) as a client in relation to the Placing and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to their clients or for providing advice in relation to the Placing or Admission, the contents of this announcement and the accompanying documents or any matters or arrangements referred to herein or therein.

FORWARD LOOKING STATEMENTS

This announcement includes statements that are, or may be deemed to be "forward-looking statements". The words "believe", "anticipate", "expect", "intend", "estimate", "forecast", "project", "aim", "hope", "plan", "seek", "predict", "continue", "assume", "positioned", "may", "will", "should", "shall", "risk", "assurance" and other similar expressions that are predictions of or indicate future events and future trends identify forward-looking statements. Others can be identified from the context in which they are made. These forward-looking statements include all matters that are not historical facts. An investor should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors that are in many cases beyond the Company's control. By their nature, forward-looking statements involve risks and uncertainties because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things, domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its respective affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company's profitability and ability to access capital and credit, a decline in the Company's credit ratings; the effect of operational risks; and the loss of key personnel. The Company cautions investors that forward-looking statements are not guarantees of future performance and that its actual results of operations and financial condition, and the development of the industry in which it operates, may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. The cautionary statements set forth above should be considered in connection with any subsequent written or oral forward-looking statements that the Company, or persons acting on its behalf, may issue.

Forward-looking statements contained in this announcement that are based on past trends or activities should not be taken as a representation that such trends or activities will continue in the future. No statement in this announcement is intended to be a profit forecast or to imply that the earnings of the Company and its subsidiary undertakings (the "Group") for the current year or future years necessarily will match or exceed the historical or published earnings of the Group.

The information contained in this announcement is subject to change without notice and the Company does not undertake any responsibility or obligation nor does it intend to revise or update publicly or review any of the forward-looking statements in this announcement to reflect events or circumstances after the date of this announcement (except to the extent required by the FCA, the London Stock Exchange or by applicable law, the Listing Rules or the Disclosure, Guidance and Transparency Rules). Prospective investors should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement, as a prediction of actual results or otherwise.

In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this announcement may not occur.

The price of shares and any income expected from them may go down as well as up and an investor may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.

 


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