16th Feb 2011 07:00
Ashley House response to Result of Extraordinary General Meeting
of
AH Medical Properties plc
Concerning the Recommended Offer by
Assura Group Limited
The board of Ashley House plc ("Ashley House" or "the Company"), the health and social care infrastructure specialist, is pleased to note the outcome of today's Extraordinary General Meeting of AH Medical Properties Plc ("AHMP") in which the proposed arrangements described below (the "'Ashley House Arrangements") were duly passed by the independent AHMP shareholders. As a result, approval has been given for the Company to enter into the Ashley House Arrangements with Assura Group Limited ("Assura"). These arrangements were announced by the Company on 19 January 2011.
The Ashley House Arrangements
The following arrangement is not conditional on the completion of the acquisition of AHMP by Assura:
·; Conditional forward funding contracts with Assura to acquire three schemes from the Company's pipeline. Payment of fees on these projects will generate £1.5m in cash.
The following arrangements are conditional on completion of the acquisition of AHMP by Assura:
·; The termination of the Company's asset management contract with AHMP for which the Company will be paid £1.5m on completion;
·; An exclusivity period to conduct due diligence on the possible acquisition of Assura LIFT Holdings Limited for initial consideration of £0.75m, rising to £1.5m subject to certain performance criteria. Assura would retain the LIFT investments and investment rights in the business;
·; Assura will loan the Company's JV with AHMP the sum of £0.4m to enable it to pay Ashley House a design fee of £0.4m in respect of the project at Scarborough; and
·; An initial 6 month agreement giving Assura first refusal over the Company's available pipeline of schemes.
Assura's offer for AHMP remains subject to the conditions set out in Assura's offer document. A further announcement is expected to be made by Assura by 8.00 a.m. on 18 February 2011, the business day following the first closing date of the offer for AHMP.
Enquiries:
Ashley House plc Jonathan Holmes, Chief Executive Tony Walters, Finance Director
| Tel: 01628 600340 |
Numis Securities (NOMAD and broker to Ashley House) Oliver Cardigan/ Simon Blank/ David Poutney
| Tel: 020 7260 1000 |
Citigate Dewe Rogerson Sarah Gestetner/ Ged Brumby | Tel: 020 7638 9571 |
Related Shares:
ASH.L