15th Feb 2011 15:32
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
15 February 2011
AH Medical Properties plc ("AHMP" or the "Company") Recommended Offer by Assura Group Limited ("Assura"): Result of General Meeting
It was announced on 19 January 2011 that agreement had been reached between the board of Assura and the Independent AHMP Directors on the terms of a recommended offer to made by Assura to acquire the entire issued and to be issued share capital of AHMP.
It was also announced on 19 January 2011 that Assura and Ashley House plc had entered into the Ashley House Arrangements, conditional on the approval of the Independent AHMP Shareholders as required under Rule 16 of the Code.
The Board of AHMP announces that at the General Meeting of the Company held today, the Resolution in relation to the Ashley House Arrangements, proposed to the meeting as set out in the notice to shareholders dated 27 January 2011, was duly passed by the Independent AHMP Shareholders. As a result approval is given for Ashley House plc to enter into the Ashley House Arrangements.
Definitions used in the Offer Document which was dated and sent to shareholders on 27 January 2011 have the same meanings when used in this announcement unless the context requires otherwise.
Shareholders are reminded that the First Closing Date of the Offer is 3.00 p.m. (London time) on 17 February 2011 and, further, that the Cash Alternative will remain open until 3.00 p.m. (London time) on 17 February 2011 (unless extended by Assura) and may not be available thereafter. Any AHMP Shareholder who validly accepts the Offer after the Cash Alternative has closed will receive Consideration Shares.
The Offer remains subject to the conditions set out in the Offer Document. A further announcement will be made by Assura by 8.00 a.m. on 18 February 2011, the Business Day following the First Closing Date.
Enquiries:AH Medical Properties plcBruce Walker, CEO020 3170 0820AltiumAdrian Reed / Simon Lord0845 505 4314Citigate Dewe RogersonSarah Gestetner / Ged Brumby020 7638 9571
Dealing disclosure requirements
Under Rule 8.3(a) of the Code, any person who is "interested" in 1 per cent. or more of any class of "relevant securities" of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the "offer period" and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any "relevant securities" of each of (i) the offeree company and (ii) any paper offeror(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 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the "relevant securities" of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of "relevant securities" of the offeree company or of any paper offeror must make a Dealing Disclosure if the person "deals" in any "relevant securities" of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the "dealing" concerned and of the person's interests and short positions in, and rights to subscribe for, any "relevant securities" of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the 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 relevant securities" of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any 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 (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose "relevant securities" Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of "relevant securities" in issue, when the "offer period" commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
Terms in quotation marks in this section (Dealing disclosure requirements) are defined in the Code, which can also be found on the Panel's website. If you are in 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