Wrap Text
Day 21 Update on Acceptance Levels
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")
THIS ANNOUNCEMENT AND THE INFORMATION HEREIN IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR ANY OTHER JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR PROSPECTUS
EQUIVALENT DOCUMENT AND NO INVESTMENT DECISION IN RELATION TO THE OFFER OR THE
NEW PHP SHARES SHOULD BE MADE EXCEPT ON THE BASIS OF INFORMATION IN THE OFFER
DOCUMENT, THE REVISED OFFER DOCUMENT, THE COMBINED CIRCULAR AND PROSPECTUS AND
THE SUPPLEMENTARY PROSPECTUS.
FOR IMMEDIATE RELEASE
7 July 2025
Recommended Combination of
Assura Plc ("Assura")
and
Primary Health Properties PLC ("PHP")
to be implemented by means of a takeover offer
under Part 28 of the Companies Act 2006
Day 21 Update on Acceptance Levels
Assura Shareholders who have not yet accepted the Revised Offer are urged to do so as soon as possible
and, in any event, no later than 1.00 p.m. (London time) on 12 August 2025
Day 21 Update on Acceptance Levels
On 23 June 2025, the Boards of PHP and Assura were pleased to jointly announce the terms of an increased and
recommended shares and cash offer pursuant to which PHP will acquire the entire issued, and to be issued, ordinary
share capital of Assura (the "Revised Offer").
On 27 June 2025, PHP and Assura jointly published a revised offer document in respect of the Revised Offer (the
"Revised Offer Document"), which supplemented and updated the original offer document published by PHP on
13 June 2025 (the "Original Offer Document").
Capitalised terms used in this announcement (the "Announcement"), unless otherwise defined, have the same
meanings as set out in the Original Offer Document (as amended by the Revised Offer Document).
In accordance with Rule 17 of the Takeover Code, PHP is providing an update on the level of acceptances received
under the Revised Offer.
As at 1.00 p.m. (London time) on 4 July 2025 ("Day 21"), PHP had received valid acceptances of the Revised Offer
in respect of 37,302,373 Assura Shares, representing approximately 1.14 per cent. of the issued ordinary share
capital of Assura.
So far as PHP is aware, none of these acceptances have been received from persons acting in concert with PHP.
DBX Advisors LLC is a party deemed to be acting in concert with PHP. As at 3 July 2025 (being the last Business
Day prior to Day 21), DBX Advisors LLC held 2,847,159 Assura Shares (being approximately 0.08% of Assura's
existing ordinary share capital).
Action to be taken by Assura Shareholders
Assura Shareholders who have not yet accepted the Revised Offer are urged to do so as soon as possible
but, in any event, by no later than 1.00 p.m. (London time) on 12 August 2025.
Details of actions for Assura Shareholders to take are set out in the Original Offer Document (as amended by the
Revised Offer Document) and, for holders of Assura Shares in certificated form, in the Second Form of Acceptance
and Election which accompanies the Revised Offer Document. If you have any questions about the Original Offer
Document or the Revised Offer Document or are in any doubt as to how to complete the Second Form of Acceptance
and Election (if you hold Assura Shares in certificated form), or how to make an Electronic Acceptance (if you hold
Assura Shares in uncertificated form), or if you want to request a hard copy of the Original Combined Circular and
Prospectus or the Supplementary Prospectus or a further copy of the Original Offer Document or the Revised Offer
Document (and/or any information incorporated into them by reference to another source) please contact the
Receiving Agent, Equiniti, on +44 (0) 371 384 2414. Lines are open 8.30 a.m. to 5.30 p.m. (London time) Monday
to Friday (excluding English and Welsh public holidays). Calls to the helpline from outside the UK will be charged at
the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be
recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the
merits of the Revised Offer nor give any financial, legal or tax advice.
A soft copy of the Original Offer Document and the Revised Offer Document can also be found at
www.phpgroup.co.uk and www.assuraplc.com/investor-relations/shareholder-information/offer-from-php
Assura Shareholders are reminded that, as a summary and subject to the fuller description in the Original
Offer Document (as amended by the Revised Offer Document), the Acceptance Condition shall be satisfied
if valid acceptances of the Revised Offer have been received (and not validly withdrawn) by no later than
1.00 p.m. (London time) on 12 August 2025 (or such later time(s) and/or date(s) as PHP may, with the consent
of the Panel where required, decide) in respect of such number of Assura Shares as shall, when aggregated
with any Assura Shares acquired or unconditionally agreed to be acquired (whether pursuant to the Revised
Offer or otherwise) represent Assura Shares carrying more than 50 per cent. (50%) of the voting rights then
normally exercisable at a general meeting of Assura Shareholders.
Save as disclosed in this Announcement, as at the close of business on 3 July 2025 (being the last Business Day
prior to Day 21), neither PHP nor any PHP Director, nor so far as the PHP Directors are aware any other person
acting, or deemed to be acting, in concert with PHP:
a) had an interest in, or right to subscribe for, relevant securities in Assura;
b) had any short position in (whether conditional or absolute and whether in the money or otherwise), including
any short position under a derivative, any agreement to sell or any delivery obligation or right to require another
person to purchase or take delivery of, relevant securities of Assura;
c) had procured an irrevocable commitment or letter of intent to accept the terms of the Revised Offer in respect
of relevant securities of Assura; or
d) had borrowed or lent any Assura Shares.
Furthermore, neither PHP nor any PHP Director nor, so far as the PHP Directors are aware, any other person acting,
or deemed to be acting, in concert with PHP is party to any arrangement in relation to relevant securities of Assura.
For these purposes, an "arrangement" includes any indemnity or option arrangement, any agreement or any
understanding, formal or informal, of whatever nature, relating to Assura Shares which may be an inducement to
deal or refrain from dealing in such securities as detailed in Note 11 on the definition of acting in concert in the
Takeover Code.
General
The calculations in this Announcement are based upon the issued share capital of 3,250,608,887 Assura Shares.
Enquiries:
Primary Health Properties Plc +44 (0) 7970 246 725
Harry Hyman, Non-Executive Chair via Sodali & Co
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) 20 7986 4000
Citi (Joint Financial Adviser to PHP)
Bogdan Melaniuc
James Ibbotson
Robert Redshaw
James Carton
Michael Mullen
+44 (0) 20 7418 8900
Peel Hunt (Joint Financial Adviser and Joint Broker to PHP)
Capel Irwin
Michael Nicholson
Henry Nicholls
+44 (0) 7970 246 725
Sodali & Co (Communications for PHP)
Rory Godson
Elly Williamson
CMS Cameron McKenna Nabarro Olswang LLP is acting as legal adviser to PHP.
The LEI of PHP is 213800Y5CJHXOATK7X11 and the LEI of Assura is 21380026T19N2Y52XF72.
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.
Citigroup Global Markets Limited ("Citi"), which is authorised by the PRA and regulated by the FCA and the
PRA in the United Kingdom, is acting exclusively as joint 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 Citi 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 Citi in connection
with this Announcement, any statement contained herein or otherwise.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United Kingdom by the FCA, is acting
exclusively as joint 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 Peel
Hunt 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 Peel Hunt in connection with the matters
referred to in this Announcement, any statement contained herein, or otherwise.
This Announcement is for information purposes only and is not intended to, and does not, constitute, or form
part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to
the Combination or otherwise, nor shall there be any sale, issuance or transfer of securities of Assura in any
jurisdiction in contravention of applicable law. In particular, this Announcement does not constitute an offer of
securities to the public as contemplated in the South African Companies Act, 71 of 2008.
The Combination will be implemented solely pursuant to the terms of the Original Offer Document and Revised
Offer Document which will contain the full terms and conditions of the Combination, including details of how to
accept the Revised Offer. Any decision or response in relation to the Combination should be made only on the
basis of the information contained in the Original Offer Document, the Revised Offer Document, the Original
Combined Circular and Prospectus and the Supplementary Prospectus.
The statements contained in this Announcement are made as at Day 21, unless some other time is specified
in relation to them, and publication of this Announcement shall not give rise to any implication that there has
been no change in the facts set forth in this Announcement since such date.
This Announcement does not constitute or form part of, and should not be construed as, any public offer under
any applicable legislation or an offer to sell or solicitation of any offer to buy any securities or financial
instruments or any advice or recommendation with respect to such securities or other financial instruments.
This Announcement does not constitute a prospectus, prospectus equivalent document or exempted
document. PHP has published the Original Combined Circular and Prospectus and Supplementary Prospectus
containing information on the New PHP Shares and the Combined Group as well as the Original Offer
Document and Revised Offer Document. PHP urges Assura Shareholders to read the Original Offer Document,
the Revised Offer Document, the Forms of Acceptance and Election, the Original Combined Circular and
Prospectus and Supplementary Prospectus carefully because they contain important information in relation to
the Combination, the New PHP Shares and the Combined Group. Any decision by Assura Shareholders in
respect of the Combination should be made only on the basis of the information contained in the Original Offer
Document, the Revised Offer Document the Original Combined Circular and Prospectus and Supplementary
Prospectus. PHP urges Assura Shareholders to read the Original Offer Document, the Revised Offer
Document, the Forms of Acceptance and Election, the Original Combined Circular and Prospectus and
Supplementary Prospectus.
If you are in any doubt about the contents of this Announcement or the action you should take, you are
recommended to seek your own independent financial advice immediately from your stockbroker, bank
manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services
and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another
appropriately authorised independent financial adviser.
Overseas Shareholders
The information contained herein is not for release, distribution or publication, directly or indirectly, in or into
South Africa, the United States, Australia, Canada, Japan, New Zealand or any other Restricted Jurisdiction
where applicable laws prohibit its release, distribution or publication.
The release, publication or distribution of this Announcement in, into or from jurisdictions other than the UK
may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than
the UK should inform themselves of, and observe, any applicable legal or regulatory requirements. Any failure
to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction. To
the fullest extent permitted by applicable law, the companies and persons involved in the Combination disclaim
any responsibility or liability for the violation of such restrictions by any person. This Announcement has been
prepared in accordance with and for the purpose of complying with English law, the Takeover Code, the Market
Abuse Regulation, the UK Listing Rules and the Disclosure Guidance and Transparency Rules and the
information disclosed may not be the same as that which would have been disclosed if this Announcement
had been prepared in accordance with the laws of jurisdictions outside England.
The availability of the Offer to Assura Shareholders who are not resident in and citizens of the UK may be
affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons
who are not resident in the UK should inform themselves of, and observe, any applicable legal or regulatory
requirements of their jurisdictions.
In particular, the ability of persons who are not resident in the United Kingdom to execute Second Forms of
Acceptance and Election in connection with the Revised Offer; and persons who are not resident in the United
Kingdom to receive New PHP Shares in part consideration pursuant to terms of the Combination, may be
affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the
applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons involved in the Combination disclaim any
responsibility or liability for the violation of such restrictions by any person. Further details in relation to
Overseas Shareholders are contained in the Original Offer Document and the Revised Offer Document.
Unless otherwise determined by PHP or required by the Takeover Code, and permitted by applicable law and
regulation, the Revised Offer will not be made available, in whole or in part, directly or indirectly, in, into or from
a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may accept
the Revised Offer by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other
jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.
Copies of this Announcement and any formal documentation relating to the Combination are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any
Restricted Jurisdiction and persons receiving such documents (including, without limitation, agents,
custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from
any Restricted Jurisdiction. Doing so may render invalid any related purported acceptance of the Revised
Offer. Unless otherwise determined by PHP and permitted by applicable law and regulation, the Revised Offer
may not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality
(including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate
or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted
Jurisdiction, and the Revised Offer may not be capable of acceptance by any such use, means, instrumentality
or facilities.
The New PHP Shares to be issued pursuant to the Revised Offer have not been and will not be registered
under the relevant securities laws of or with any securities regulatory authority of any Restricted Jurisdiction.
Accordingly, the New PHP Shares may not be offered, sold or delivered, directly or indirectly, in or into any
Restricted Jurisdiction nor to any U.S. Person or Restricted Overseas Person, except pursuant to exemptions
from the registration requirements of any such jurisdiction.
Further details in relation to Overseas Shareholders are included in the Original Offer Document and Revised
Offer Document and Assura Shareholders are advised to read carefully the Original Offer Document and
Revised Offer Document.
The Combination is subject to English law, the applicable requirements of the Companies Act, the Takeover
Code, the Panel, the UK Listing Rules, the Market Abuse Regulation, the FCA, the London Stock Exchange,
the Registrar of Companies, the Johannesburg Stock Exchange, the JSE Listing Requirements and applicable
securities law.
The information contained in this Announcement constitutes factual advice as contemplated in section 1(3)(a)
of the South African Financial Advisory and Intermediary Services Act, 37 of 2002, as amended ("FAIS Act")
and should not be construed as express or implied advice (as that term is used in the FAIS Act and/or the
South African Financial Markets Act, 19 of 2012, as amended) that any particular transaction in respect of the
Combination, is appropriate to the particular investment objectives, financial situations or needs of a
shareholder, and nothing in this Announcement should be construed as constituting the canvassing for, or
marketing or advertising of, financial services in South Africa. PHP is not a financial services provider licensed
as such under the FAIS Act.
Nothing in this Announcement should be viewed, or construed, as "advice", as that term is used in the South
African Financial Markets Act, 19 of 2012, as amended.
Notice relating to the United States
This document is not intended to, and does not, constitute or form part of any offer or invitation to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Revised Offer or otherwise. The Combination will be made solely
through the Original Offer Document and the Revised Offer Document which will contain the full terms and
conditions of the Combination, including details of how the Combination may be accepted. Any acceptance or
other response to the Combination should be made only on the basis of the information in the Original Offer
Document and the Revised Offer Document.
The Combination relates to the shares of an English company and is subject to UK procedural and disclosure
requirements that are different from certain of those of the United States. The financial statements and other
financial information included in this document have been prepared in accordance with non-U.S. accounting
standards that may not be comparable to the financial statements of U.S. companies or companies whose
financial statements are prepared in accordance with generally accepted accounting principles in the United
States. It may be difficult for U.S. holders of shares to enforce their rights and any claims they may have arising
under the U.S. federal securities laws in connection with the Combination, since PHP and Assura are located
in countries other than the United States, and all or some of their officers and directors may be residents of
countries other than the United States. U.S. holders of shares in PHP or Assura may not be able to sue PHP,
Assura or their respective officers or directors in a non-U.S. court for violations of U.S. securities laws. Further,
it may be difficult to compel PHP, Assura and their respective affiliates to subject themselves to the jurisdiction
or judgment of a U.S. court.
The New PHP Shares have not been and will not be registered under the U.S. Securities Act or under the
securities laws of any state or other jurisdiction of the United States and may not be offered, taken up, sold,
resold, delivered, pledged, renounced, distributed or otherwise transferred, directly or indirectly, in or into the
United States or to, or for the account or benefit of, any U.S. Person except in transactions exempt from, or
not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable
securities laws of any state or other jurisdiction of the United States.
None of the New PHP Shares, the Original Combined Circular and Prospectus, the Supplementary
Prospectus, the Original Offer Document, the Revised Offer Document, the Second Form of Acceptance or
any other offering document has been approved or disapproved by the SEC, any state securities commission
in the United States or any other U.S. regulatory authority, nor have such authorities passed upon or
determined the adequacy or accuracy of the information contained in any of those documents or passed upon
or endorsed the merits of the Combination. Any representation to the contrary is a criminal offence in the
United States.
It is intended that the Combination will be implemented by way of a takeover offer within the meaning of the
Companies Act. The Revised Offer will not be subject to the disclosure and other procedural requirements of
Regulation 14D under the U.S. Exchange Act. If made into the United States, the Revised Offer will be made
in accordance with applicable requirements of Regulation 14E under the U.S. Exchange Act. However, the
Revised Offer will qualify for "Tier II" exemptions from the tender offer rules included in Regulation 14E under
the U.S. Exchange Act. Accordingly, the Revised Offer will be subject to disclosure and other procedural
requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of
payments that may be different from those applicable under U.S. domestic tender offer procedures and law.
No document relating to the Revised Offer or the Combination will be posted into the United States, but a
"qualified institutional buyer" (as such term is defined in Rule 144A promulgated under the U.S. Securities Act)
may be permitted, at PHP's sole discretion, to participate in the Revised Offer upon establishing its eligibility
as an Eligible U.S. Holder (as defined in this document). PHP will require the provision of a letter by Eligible
U.S. Holders (and may require the provision of a letter by subsequent transferees in the United States) with
such acknowledgements, warranties, and representations to and agreements with PHP, as PHP may require,
to, among other things, confirm compliance with applicable laws as well as other supporting
documentation. PHP will refuse to issue or transfer New PHP Shares to investors that do not meet the
foregoing requirements.
The receipt of consideration pursuant to the Revised Offer by an Eligible U.S. Holder may be a taxable
transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign
and other, tax laws. Each Assura Shareholder is urged to consult its independent professional adviser
immediately regarding the tax consequences of accepting the Revised Offer.
In accordance with normal United Kingdom market practice and to the extent permissible under applicable law
or regulatory requirements, including Rule 14e-5 under the U.S. Exchange Act (to the extent applicable), PHP
and its affiliates or its brokers and its broker's affiliates (acting as agents for PHP or its affiliates, as applicable)
may from time to time whilst the Revised Offer remains open for acceptance make certain purchases of, or
arrangements to purchase, Assura Shares outside the United States otherwise than under the Revised Offer,
such as in the open market or through privately negotiated purchases. Such purchases, or arrangements to
purchase, shall comply with applicable rules in the United Kingdom and the rules of the London Stock
Exchange. Details about any such purchases will be available from a Regulatory Information Service and will
be available on the London Stock Exchange website (www.londonstockexchange.com).
Dealing and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the Takeover 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) of the Takeover Code 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 Takeover 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.
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.
Publication on a website
A copy of this Announcement and the documents required to be published pursuant to Rule 26 of the Takeover
Code will be available at PHP's website at www.phpgroup.co.uk and Assura's website at
www.assuraplc.com/investor-relations/shareholder-information/offer- from-php promptly and in any event by no
later than 12 noon on the Business Day following this Announcement. The content of this website is not
incorporated into and does not form part of this Announcement
General
Investors should be aware that PHP may purchase Assura Shares otherwise than under the Revised Offer,
including pursuant to privately negotiated purchases.
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, Assura Shareholders, persons with information rights and
participants in Assura Share Plans may request a hard copy of this Announcement by contacting PHP's
company secretary at cosec@phpgroup.co.uk. For persons who receive a copy of this Announcement in
electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so
requested. Such persons may also request that all future documents, announcements and information to be
sent to them in relation to the Combination should be in hard copy form.
For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard
copy of this Announcement will not be sent unless so requested. Such persons may also request that all future
documents, announcements and information to be sent to them in relation to the Combination should be in
hard copy form.
Electronic communications
Please be aware that addresses, electronic addresses and certain other information provided by Assura
Shareholders, persons with information rights and other relevant persons for the receipt of communications
from Assura may be provided to PHP during the offer period as required under Section 4 of Appendix 4 of the
Takeover Code to comply with Rule 2.11(c) of the Takeover Code.
United Kingdom
Sponsor: PSG Capital
Date: 07-07-2025 04:16:00
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