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Rule 2.9 Announcement
Primary Health Properties PLC
(Incorporated in the United Kingdom)
Company Number: 3033634
LSE Share Code: PHP
JSE Share Code: PHP
ISIN Code: GB00BYRJ5J14
LEI: 213800Y5CJHXOATK7X11
("PHP" or the "Company")
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF
THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
For immediate release
16 July 2025
Rule 2.9 Announcement
Further to the announcement made in accordance with Rule 2.9 of the City Code on Takeovers and Mergers
(the "Code") by Primary Health Properties PLC ("PHP" or the "Company") on 12 March 2025, PHP is updating
its disclosure in relation to Rule 2.9 of the Code.
On 15 July 2025, PHP repaid its £150 million 2.875% Guaranteed Convertible Bonds (the "Convertible
Bonds") issued by the Company's wholly owned subsidiary PHP Finance (Jersey No.2) Limited ("PHP Jersey").
Therefore, PHP's only remaining class of security for the purposes of Rule 2.9 of the Code is its ordinary shares.
PHP confirms that, as at the date of this announcement, it has 1,336,493,786 ordinary shares of 12.5p ("PHP
Ordinary Shares") each in issue and admitted to trading on the London Stock Exchange. The International
Securities Identification Number for the PHP Ordinary Shares is GB00BYRJ5J14 and the LEI number is
213800Y5CJHXOATK7X11.
Enquiries:
+44 (0) 7970 246 725
Primary Health Properties PLC
via Sodali & Co
Harry Hyman, Non-Executive Chair
Mark Davies, Chief Executive Officer
Richard Howell, Chief Financial Officer
+44 (0) 207 280 5000
Rothschild & Co (Joint Lead Financial Adviser to PHP)
Alex Midgen
Sam Green
Nikhil Walia
Jake Shackleford
+44 (0) 207 260 1000
Deutsche Numis (Joint Lead Financial Adviser and Joint Broker
to PHP)
Kevin Cruickshank
Heraclis Economides
Stuart Ord
Ben Stoop
Jack McLaren
+44 (0) 7970 246 725
Sodali & Co (Communications for PHP)
Rory Godson
Elly Williamson
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CMS Cameron McKenna Nabarro Olswang LLP is acting as legal adviser to PHP.
Further information
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the FCA in the United
Kingdom, is acting exclusively as joint lead financial adviser to PHP and for no one else in connection with the
subject matter of this Announcement and will not be responsible to anyone other than PHP for providing the
protections afforded to its clients or for providing advice in connection with the subject matter of this
Announcement. Neither Rothschild & Co nor any of its affiliates (nor any of their respective directors, officers,
employees or agents), owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild & Co in
connection with this Announcement, any statement contained herein or otherwise.
Numis Securities Limited ("Deutsche Numis"), which is authorised and regulated in the United Kingdom by the
FCA in the United Kingdom, is acting exclusively as joint lead financial adviser to PHP and for no one else in
connection with the subject matter of this Announcement and will not be responsible to anyone other than PHP
for providing the protections afforded to its clients or for providing advice in connection with the subject matter of
this Announcement. Neither Deutsche Numis nor any of its affiliates (nor any of their respective directors, officers,
employees or agents), owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any person who is not a client of Deutsche Numis in
connection with this Announcement, any statement contained herein or otherwise.
This announcement is not intended to and does not constitute an offer to sell or the solicitation of an offer to
subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in
any jurisdiction.
The release, publication or distribution of this announcement in jurisdictions outside the United Kingdom may be
restricted by law and therefore persons into whose possession this announcement comes should inform
themselves about, and observe such restrictions. Any failure to comply with such restrictions may constitute a
violation of the securities law of any such jurisdiction.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of
an offeree company or of any securities exchange 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
securities exchange 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 securities exchange 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 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business
day following the announcement in which any securities exchange offeror is first identified. Relevant persons who
deal in the relevant securities of the offeree company or of a securities exchange 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% or more of any class of relevant
securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the
person deals in any relevant securities of the offeree company or of any securities exchange 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 securities exchange
offeror(s), 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 pm (London time) on the business
day following the date of the relevant dealing.
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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 securities exchange 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 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. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position
Disclosure or a Dealing Disclosure.
The Company has a primary listing on the London Stock Exchange and a secondary listing on the JSE Limited.
United Kingdom
Sponsor: PSG Capital
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Date: 17-07-2025 07:05:00
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