27th Jan 2011 15:00
Assura Group Limited ("Assura" or the "Company") Publication of Prospectus, Circular and Offer Document 27 January 2011
The following announcement is an advertisement and not a prospectus and investors should not subscribe for any Assura Group Limited shares except on the basis of information in the Prospectus being published by Assura Group Limited today.
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 Recommended Offer by Assura Group Limited for the entire issued and to be issued share capital of AH Medical Properties plc
Further to the Company's announcement on 19 January 2011 that the boards ofAssura and the independent directors of AH Medical Properties plc ("AHMP") hadreached agreement on the terms of a recommended offer to be made by Assura forthe entire issued and to be issued share capital of AHMP (the "Offer"), andfurther to the conditional Placing and Open Offer to raise £22.7 million net ofexpenses, the Company today announces that a prospectus, dated 27 January 2011(the "Prospectus"), has been approved by the UK Listing Authority ("UKLA") andwill shortly be available for inspection at the National Storage Mechanism,which is located at:
www.hemscott.com/nsm.do .
In addition, the UKLA has approved a circular, dated 27 January 2011 (the "Circular") convening an extraordinary general meeting of Assura to be held at10.00 a.m. on 17 February 2011 at the offices of Addleshaw Goddard LLP, MiltonGate, 60 Chiswell Street, London EC1Y 4AG. This will be held to allow AssuraShareholders to vote on resolutions to approve, among other things, theacquisition of AHMP. Both the Prospectus and the Circular are being posted tothe Company's shareholders today and will be available on Assura's website at: www.assuragroup.co.uk.
The following timetable sets out the expected timing of principal events. Any changes will be notified via a regulatory information service:
Announcement of the Proposals, including the Open Offer 19 January 2011
Record Date for the Open Offer 26 January 2011
Prospectus published 27 January 2011
Ex-entitlement date for the Open Offer 28 January 2011 Open Offer Entitlements credited to stock accounts of 28 January 2011 Qualifying CREST Shareholders in CREST Recommended latest time for requesting withdrawal of Open 4.30 p.m. on 9 February 2011 Offer Entitlements from CREST Latest time for depositing Open Offer Entitlements into 3.00 p.m. on 10 February 2011 CREST
Latest time and date for splitting Application Forms 3.00 p.m. on 11 February 2011 (to satisfy bona fide market claims only)
Latest time and date for receipt of completed Application 11.00 a.m. on 15 February 2011 Forms and payment in full or settlement of relevant CREST
instructions under the Open Offer Admission and dealings in Open Offer Shares commence 8.00 a.m. on 17 February 2011 Assura EGM 10.00 a.m. on 17 February 2011 First Closing Date of the Offer 3.00 p.m. on 17
February 2011
The Company is also pleased to announce that an offer document (the "OfferDocument") containing the full terms and conditions of the Offer is beingposted to shareholders of AHMP today, together with a Form of Acceptance andthe Prospectus. The Offer Document contains a notice of general meetingconvening a general meeting of AHMP at noon on 15 February 2011 at the officesof Altium Capital Limited, 30 St James's Square, London, SW1 4AL. The firstclosing date of the Offer is 3.00 p.m. on 17 February 2011. To accept theOffer, the Form of Acceptance should be completed, signed and returned inaccordance with the procedure set out in the Offer Document as soon as possibleand in any event so as to be received by no later than 3.00 p.m. on 17 February2011.Copies of the Offer Document and the Form of Acceptance will be available forinspection at the offices of Addleshaw Goddard LLP, Milton Gate, 60 ChiswellStreet, London EC1Y 4AG during normal business hours on any weekday (Saturdays,Sundays and public holidays excepted), for so long as the Offer remains openfor acceptance. The Offer Document and the Form of Acceptance will shortly bepublished on Assura's website: www.assuragroup.co.uk and AHMP's website: www.medicalproperties.co.uk.
Capitalised terms used but not defined in this announcement have the same meaning given to them in the Prospectus, Circular and Offer Document.
Enquiries:Assura Group Limited 01928 737000 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