18th Feb 2011 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION Assura Group Limited ("Assura" or the "Company") First Closing Date: Offer Unconditional as to acceptances 18 February 2011Introduction
On 19 January 2011, the boards of Assura and AHMP announced the terms of a recommended offer with a cash alternative for the entire issued and to be issued ordinary share capital of AHMP to be made by Assura.
The terms of and conditions to the Offer were set out in an Offer Document and Form of Acceptance, which were posted to AHMP Shareholders on 27 January 2011.
Assura announces today that all of the conditions to its recommended Offer have been satisfied or waived and, accordingly, the Offer is unconditional as to acceptances.
Levels of acceptances
As at 3.00 p.m. (London time) on 17 February 2011 (being the First Closing Dateof the Offer), Assura had received valid acceptances from AHMP Shareholders inrespect of 63,261,042 AHMP Shares, representing approximately 96.30 per cent.of the existing issued share capital of AHMP, which count towards thesatisfaction of the "acceptance condition" to the Offer (as set out inparagraph 1.1 of Part 1 of Appendix 1 to the Offer Document). Of these validacceptances, elections for the Cash Alternative were received in respect of16,374,459 AHMP Shares, amounting in aggregate to approximately £6.5 million.These acceptances include acceptances of the Offer by (a) AHMP Directors(pursuant to the irrevocable undertakings given by them as described in theOffer Document) in respect of, in aggregate, 1,742,856 AHMP Shares,representing approximately 2.65 per cent. of the existing issued share capitalof AHMP and (b) certain of the AHMP Shareholders, including the Ashley HouseConcert Party (pursuant to the irrevocable undertakings given by them asdescribed in the Offer Document) in respect of, in aggregate, 44,777,249 AHMPShares, representing approximately 68.17 per cent. of the existing issued sharecapital of AHMP. In addition, Assura had irrevocable undertakings in respect ofa further 1,752,384 AHMP Shares, representing approximately 2.67 per cent. ofthe existing issued share capital of AHMP, in respect of which acceptances ofthe Offer have not yet been received.
Offer unconditional as to acceptances
In light of the acceptances referred to above, the Offer has become unconditional as to acceptances. All of the other conditions to the Offer save for Admission of the Consideration Shares have now been satisfied or waived and, accordingly, the Offer is unconditional in all respects other than in respect of Admission of the Consideration Shares, which are expected to be admitted to trading on 22 February 2011.
Extension of the Offer and further acceptances
Assura announces that the Offer and the Cash Alternative will remain open foracceptance until further notice. At least 14 days' notice will be given priorto the closing of the Offer and the Cash Alternative to those AHMP Shareholderswho have not then accepted the Offer.
AHMP Shareholders who have not accepted the Offer are urged to do so without delay.
To accept the Offer for AHMP Shares held in certificated form, AHMP Shareholders should complete, sign and return the Form of Acceptance, which accompanies the Offer Document, in accordance with the instructions contained therein and set out in the Offer Document as soon as possible.
To accept the Offer for AHMP Shares held in uncertificated form (that is, inCREST), AHMP Shareholders should follow the procedure for electronic acceptancethrough CREST in accordance with the instructions set out in the Offer Documentas soon as possible.AHMP shareholders who are in any doubt as to what action to take arerecommended to seek their own personal financial advice immediately from theirstockbroker, bank manager, solicitor, accountant or other independent financialadviser authorized under the Financial Services and Markets Act 2000 if theyare resident in the United Kingdom or, if not, from another appropriatelyauthorized financial adviser in their own jurisdiction.Copies of the Offer Document can be downloaded from Assura's website atwww.assuragroup.co.uk and from the AHMP website at www.medicalproperties.co.uk.The Offer Document is available for inspection during normal business hours onany weekday (Saturdays, Sundays and public holidays excepted) at the offices ofAddleshaw Goddard LLP, Milton Gate, 60 Chiswell Street, London, EC1Y 4AG for solong as the Offer remains open for acceptance.
Delisting, cancellation of trading and re-registration
Given the level of valid acceptances received which carry, in aggregate, morethan 75 per cent. of the voting rights attaching to the issued share capital ofAHMP, Assura will request that AHMP apply for the cancellation of admission totrading of AHMP Shares on PLUS, which is anticipated to take effect on orbefore 25 February 2011. Such cancellation and delisting will reduce theliquidity and marketability of any AHMP Shares not assented to the Offer.
Following such cancellation and delisting, Assura intends to procure that AHMP re-registers from a public limited company to a private limited company.
Compulsory acquisition
Given the level of valid acceptances received, Assura intends in due course toexercise its rights pursuant to the relevant provisions of the Companies Act2006 to acquire compulsorily any remaining AHMP Shares to which the Offerrelates on the same terms as the Offer.
Settlement
Except as provided otherwise in the Offer Document, settlement of theconsideration to which AHMP Shareholders are entitled under the Offer will bedespatched to validly accepting AHMP Shareholders: (i) in the case ofacceptances received in relation to the Offer (including acceptances pursuantto the Cash Alternative), valid and complete in all respects on or before thedate of this announcement, as soon as possible but not later than 14 days fromthe date of this announcement; or (ii) in the case of acceptances received,valid and complete in all respects, after such date but while the Offer remainsopen for acceptance, within 14 days of such receipt, and in either case in themanner described in paragraph 25 of Part 2 of the Offer Document.
Except for words and phrases specifically defined in this announcement, capitalised words and phrases shall bear the same meaning given to them in the Offer Document sent to AHMP Shareholders on 27 January 2011.
Enquiries: Assura Group Limited 01928 737 000 Nigel Rawlings, CEO Conor Daly, Company Secretary Cenkos Securities 020 7397 8900 Ian Soanes Adrian Hargrave Investec 020 7597 5970 Gary Clarence Daniel Adams Financial Dynamics 020 7831 3113 Ben Atwell Ben Brewerton AH Medical Properties plc 020 3170 0820 Bruce Walker, CEO Altium 0845 505 4343 Adrian Reed Simon Lord Citigate Dewe Rogerson 020 7638 9571 Sarah Gestetner Ged Brumby Cenkos Securities plc, which is authorised and regulated in the United Kingdomby the FSA, is acting exclusively for Assura and no one else in connection withthe Offer and the Placing and Open Offer and will not be responsible to anyoneother than Assura for providing the protections afforded to its clients nor forproviding advice in relation to the Offer and the Placing and Open Offer or anyother matter described in this announcement.Investec Bank plc, which is authorised and regulated in the United Kingdom bythe FSA, is acting exclusively for Assura and no one else in connection withthe Placing and Open Offer and will not be responsible to anyone other thanAssura for providing the protections afforded to its clients nor for providingadvice in relation to the Placing and Open Offer or any other matter describedin this announcement.Altium Capital Limited, which is authorised and regulated in the United Kingdomby the FSA, is acting exclusively for AHMP and no one else in connection withthe Offer and will not be responsible to anyone other than AHMP for providingthe protections afforded to its clients nor for providing advice in relation tothe Offer or any other matter described in this announcement.This announcement is not intended to, and does not, constitute or form part ofany offer, solicitation of an offer to purchase, or an invitation to purchase,otherwise acquire, subscribe for, sell or otherwise dispose of, any securitiesor the solicitation of any vote or approval in any jurisdiction pursuant to theOffer, the Placing and Open Offer or otherwise. This announcement does notconstitute a prospectus or a prospectus equivalent document and the New AssuraShares are not being offered to the public by means of this announcement. AHMPShareholders and Assura Shareholders are advised to read carefully the formaldocumentation in relation to the Offer and the Placing and Open Offer once
ithas been dispatched.Overseas jurisdictionsThe release, publication or distribution of this announcement in certainjurisdictions other than the United Kingdom may be restricted by law. Theavailability of the New Assura Shares under the terms of the Offer (if made)and the Placing and Open Offer to persons who are not resident in and citizensof the United Kingdom may be affected by the laws of the relevant jurisdictionsin which they are located. Persons who are not resident in the United Kingdomor who are subject to the laws and regulations of any jurisdiction other thanthe United Kingdom should inform themselves of, and observe, any applicablerequirements. This announcement has been prepared for the purposes of complyingwith English law and the Code and the information disclosed may not be the sameas that which would have been disclosed if this announcement had been preparedin accordance with the laws and regulations of any jurisdiction outside ofEngland.Unless otherwise determined by Assura or required by the Code and permitted byapplicable law and regulation, copies of this announcement are not being, andmust not be, directly or indirectly, mailed, transmitted or otherwiseforwarded, distributed or sent in, into or from any jurisdiction where to do sowould constitute a breach of the securities laws in that jurisdiction. Anyperson (including, without limitation, any custodian, nominee and trustee) whowould, or otherwise intends to, or who may have a contractual or legalobligation to, forward this announcement and/or any other related document toany jurisdiction outside the United Kingdom should inform themselves of, andobserve, any applicable legal or regulatory requirements of their jurisdiction.This announcement is not an offer of securities for sale in the United Statesand the New Assura Shares, which will be issued in connection with the Offer(if made) and the Placing and Open Offer, have not been, and will not be,registered under the US Securities Act 1933 or under the securities law of anystate, district or other jurisdiction of the United States, Canada, Japan,Australia or the Republic of South Africa ("Restricted Territories") and noregulatory clearance in respect of the New Assura Shares has been, or will be,applied for in any jurisdiction other than the United Kingdom.The New Assura Shares may not be offered, sold, or delivered, directly orindirectly, in, into or from the United States except pursuant to an applicableexemption from, or in a transaction not subject to, the registrationrequirements of the US Securities Act 1933 or such other securities laws. TheNew Assura Shares may not be offered, sold or delivered, directly orindirectly, in, into or from any Restricted Territory or to, or for the accountor benefit of, any Restricted Overseas Persons except pursuant to an applicableexemption from, or in a transaction not subject to, applicable securities lawsof those jurisdictions.Forward-looking statementsThis announcement may contain forward-looking statements that are subject torisks and uncertainties. Generally, the words `will', `may', `should',`continue', `believes', `expects', `intends', `anticipates' or similarexpressions identify forward-looking statements. The forward-looking statementsinvolve risks and uncertainties that could cause actual results to differmaterially from those expressed in the forward-looking statements. Many ofthese risks and uncertainties relate to factors that are beyond the companies'abilities to control or estimate precisely, such as future market conditions,changes in the regulatory environment and the behaviours of other marketparticipants, and, therefore, undue reliance should not be placed on suchstatements which speak only as at the date of this announcement. None ofAssura, any member of the Assura Group, AHMP or any member of the AHMP Groupcan give any assurance that such forward-looking statements will prove to havebeen correct. The reader is cautioned not to place undue reliance on theseforward-looking statements, which speak only as at the date of thisannouncement. None of Assura, any member of the Assura Group, AHMP or anymember of the AHMP Group assumes any obligation to update or revise publiclyany of the forward-looking statements set out herein, whether as a result ofnew information, future events or otherwise, except as required pursuant toapplicable law.Nothing contained herein shall be deemed to be a forecast, projection orestimate of the future financial performance of any member of the Assura Group,the AHMP Group or the Enlarged Group following completion of the Offer unlessotherwise stated.
Dealing disclosure requirements
Under Rule 8.3(a) of the Code, any person who is "interested" in 1 per cent. ormore of any class of "relevant securities" of an offeree company or of anypaper offeror (being any offeror other than an offeror in respect of which ithas been announced that its offer is, or is likely to be, solely in cash) mustmake an Opening Position Disclosure following the commencement of the "offerperiod" and, if later, following the announcement in which any paper offeror isfirst identified. An Opening Position Disclosure must contain details of theperson's interests and short positions in, and rights to subscribe for, any"relevant securities" of each of (i) the offeree company and (ii) any paperofferor(s). An Opening Position Disclosure by a person to whom Rule 8.3(a)applies must be made by no later than 3.30 p.m. (London time) on the 10thbusiness day following the commencement of the offer period and, ifappropriate, by no later than 3.30 p.m. (London time) on the 10th business dayfollowing the announcement in which any paper offeror is first identified.Relevant persons who deal in the "relevant securities" of the offeree companyor of a paper offeror prior to the deadline for making an Opening PositionDisclosure must instead make a Dealing Disclosure.Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1per cent. or more of any class of "relevant securities" of the offeree companyor of any paper offeror must make a Dealing Disclosure if the person "deals" inany "relevant securities" of the offeree company or of any paper offeror. ADealing Disclosure must contain details of the "dealing" concerned and of theperson's interests and short positions in, and rights to subscribe for, any"relevant securities" of each of (i) the offeree company and (ii) any paperofferor, save to the extent that these details have previously been disclosedunder Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies mustbe made by no later than 3.30 p.m. (London time) on the business day followingthe date of the relevant "dealing".If two or more persons act together pursuant to an agreement or understanding,whether formal or informal, to acquire or control an "interest in relevantsecurities" of an offeree company or a paper offeror, they will be deemed to bea single person for the purpose of Rule 8.3.Opening Position Disclosures must also be made by the offeree company and byany 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 (seeRules 8.1, 8.2 and 8.4).Details of the offeree and offeror companies in respect of whose "relevantsecurities" Opening Position Disclosures and Dealing Disclosures must be madecan be found in the Disclosure Table on the Takeover Panel's website atwww.thetakeoverpanel.org.uk, including details of the number of "relevantsecurities" in issue, when the "offer period" commenced and when any offerorwas first identified. If you are in any doubt as to whether you are required tomake an Opening Position Disclosure or a Dealing Disclosure, you should contactthe Panel's Market Surveillance Unit on +44 (0)20 7638 0129.Terms in quotation marks in this section (Dealing disclosure requirements) aredefined in the Code, which can also be found on the Panel's website. If you arein any doubt as to whether or not you are required to disclose a "dealing"under Rule 8, you should consult the Panel.
vendorRelated Shares:
Assura