Acquisition: First Closing Date

RNS Number : 4706B

Assura Group Limited

18 February 2011

 



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

Assura Group Limited ("Assura" or the "Company")

First Closing Date: Offer Unconditional as to acceptances

18 February 2011

Introduction

On 19 January 2011, the boards of Assura and AHMP announced the terms of a recommended offer with a cash alternative for the entire issued and to be issued ordinary share capital of AHMP to be made by Assura.

The terms of and conditions to the Offer were set out in an Offer Document and Form of Acceptance, which were posted to AHMP Shareholders on 27 January 2011.

Assura announces today that all of the conditions to its recommended Offer have been satisfied or waived and, accordingly, the Offer is unconditional as to acceptances.

Levels of acceptances

As at 3.00 p.m. (London time) on 17 February 2011 (being the First Closing Date of the Offer), Assura had received valid acceptances from AHMP Shareholders in respect of 63,261,042 AHMP Shares, representing approximately 96.30 per cent. of the existing issued share capital of AHMP, which count towards the satisfaction of the "acceptance condition" to the Offer (as set out in paragraph 1.1 of Part 1 of Appendix 1 to the Offer Document). Of these valid acceptances, elections for the Cash Alternative were received in respect of 16,374,459 AHMP Shares, amounting in aggregate to approximately £6.5 million.

These acceptances include acceptances of the Offer by (a) AHMP Directors (pursuant to the irrevocable undertakings given by them as described in the Offer Document) in respect of, in aggregate, 1,742,856 AHMP Shares, representing approximately 2.65 per cent. of the existing issued share capital of AHMP and (b) certain of the AHMP Shareholders, including the Ashley House Concert Party (pursuant to the irrevocable undertakings given by them as described in the Offer Document) in respect of, in aggregate, 44,777,249 AHMP Shares, representing approximately 68.17 per cent. of the existing issued share capital of AHMP. In addition, Assura had irrevocable undertakings in respect of a further 1,752,384 AHMP Shares, representing approximately 2.67 per cent. of the existing issued share capital of AHMP, in respect of which acceptances of the Offer have not yet been received.

Offer unconditional as to acceptances

In light of the acceptances referred to above, the Offer has become unconditional as to acceptances. All of the other conditions to the Offer save for Admission of the Consideration Shares have now been satisfied or waived and, accordingly, the Offer is unconditional in all respects other than in respect of Admission of the Consideration Shares, which are expected to be admitted to trading on 22 February 2011.

Extension of the Offer and further acceptances

Assura announces that the Offer and the Cash Alternative will remain open for acceptance until further notice. At least 14 days' notice will be given prior to the closing of the Offer and the Cash Alternative to those AHMP Shareholders who have not then accepted the Offer.

AHMP Shareholders who have not accepted the Offer are urged to do so without delay.

To accept the Offer for AHMP Shares held in certificated form, AHMP Shareholders should complete, sign and return the Form of Acceptance, which accompanies the Offer Document, in accordance with the instructions contained therein and set out in the Offer Document as soon as possible.

To accept the Offer for AHMP Shares held in uncertificated form (that is, in CREST), AHMP Shareholders should follow the procedure for electronic acceptance through CREST in accordance with the instructions set out in the Offer Document as soon as possible.

AHMP shareholders who are in any doubt as to what action to take are recommended to seek their own personal financial advice immediately from their stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorized under the Financial Services and Markets Act 2000 if they are resident in the United Kingdom or, if not, from another appropriately authorized financial adviser in their own jurisdiction.

Copies of the Offer Document can be downloaded from Assura's website at www.assuragroup.co.uk and from the AHMP website at www.medicalproperties.co.uk.  The Offer Document is available for inspection during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the offices of Addleshaw Goddard LLP, Milton Gate, 60 Chiswell Street, London, EC1Y 4AG for so long as the Offer remains open for acceptance.

Delisting, cancellation of trading and re-registration

Given the level of valid acceptances received which carry, in aggregate, more than 75 per cent. of the voting rights attaching to the issued share capital of AHMP, Assura will request that AHMP apply for the cancellation of admission to trading of AHMP Shares on PLUS, which is anticipated to take effect on or before 25 February 2011.  Such cancellation and delisting will reduce the liquidity and marketability of any AHMP Shares not assented to the Offer.

Following such cancellation and delisting, Assura intends to procure that AHMP re-registers from a public limited company to a private limited company.

Compulsory acquisition

Given the level of valid acceptances received, Assura intends in due course to exercise its rights pursuant to the relevant provisions of the Companies Act 2006 to acquire compulsorily any remaining AHMP Shares to which the Offer relates on the same terms as the Offer.

Settlement

Except as provided otherwise in the Offer Document, settlement of the consideration to which AHMP Shareholders are entitled under the Offer will be despatched to validly accepting  AHMP Shareholders: (i) in the case of acceptances received in relation to the Offer (including acceptances pursuant to the Cash Alternative), valid and complete in all respects on or before the date of this announcement, as soon as possible but not later than 14 days from the date of this announcement; or (ii) in the case of acceptances received, valid and complete in all respects, after such date but while the Offer remains open for acceptance, within 14 days of such receipt, and in either case in the manner described in paragraph 25 of Part 2 of the Offer Document.

Except for words and phrases specifically defined in this announcement, capitalised words and phrases shall bear the same meaning given to them in the Offer Document sent to AHMP Shareholders on 27 January 2011.

Enquiries:

Assura Group Limited	01928 737 000
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 Kingdom by the FSA, is acting exclusively for Assura and no one else in connection with the Offer and the Placing and Open Offer and will not be responsible to anyone other than Assura for providing the protections afforded to its clients nor for providing advice in relation to the Offer and the Placing and Open Offer or any other matter described in this announcement.

Investec Bank plc, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Assura and no one else in connection with the Placing and Open Offer and will not be responsible to anyone other than Assura for providing the protections afforded to its clients nor for providing advice in relation to the Placing and Open Offer or any other matter described in this announcement.

Altium Capital Limited, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for AHMP and no one else in connection with the Offer and will not be responsible to anyone other than AHMP for providing the protections afforded to its clients nor for providing advice in relation to the Offer or any other matter described in this announcement.

This announcement is not intended to, and does not, constitute or form part of any offer, solicitation of an offer to purchase, or an 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 Offer, the Placing and Open Offer or otherwise. This announcement does not constitute a prospectus or a prospectus equivalent document and the New Assura Shares are not being offered to the public by means of this announcement. AHMP Shareholders and Assura Shareholders are advised to read carefully the formal documentation in relation to the Offer and the Placing and Open Offer once it has been dispatched.

Overseas jurisdictions

The release, publication or distribution of this announcement in certain jurisdictions other than the United Kingdom may be restricted by law. The availability 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 citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located. Persons who are not resident in the United Kingdom or who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves of, and observe, any applicable requirements. This announcement has been prepared for the purposes of complying with English law and the Code 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 and regulations of any jurisdiction outside of England.

Unless otherwise determined by Assura or required by the Code and permitted by applicable law and regulation, copies of this announcement are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any jurisdiction where to do so would constitute a breach of the securities laws in that jurisdiction. Any person (including, without limitation, any custodian, nominee and trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement and/or any other related document to any jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.

This announcement is not an offer of securities for sale in the United States and 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 any state, district or other jurisdiction of the United States, Canada, Japan, Australia or the Republic of South Africa ("Restricted Territories") and no regulatory 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 or indirectly, in, into or from the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act 1933 or such other securities laws. The New Assura Shares may not be offered, sold or delivered, directly or indirectly, in, into or from any Restricted Territory or to, or for the account or benefit of, any Restricted Overseas Persons except pursuant to an applicable exemption from, or in a transaction not subject to, applicable securities laws of those jurisdictions.

Forward-looking statements

This announcement may contain forward-looking statements that are subject to risks and uncertainties.  Generally, the words 'will', 'may', 'should', 'continue', 'believes', 'expects', 'intends', 'anticipates' or similar expressions identify forward-looking statements.  The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements.  Many of these 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 market participants, and, therefore, undue reliance should not be placed on such statements which speak only as at the date of this announcement.  None of Assura, any member of the Assura Group, AHMP or any member of the AHMP Group can give any assurance that such forward-looking statements will prove to have been correct.  The reader is cautioned not to place undue reliance on these forward-looking statements, which speak only as at the date of this announcement.  None of Assura, any member of the Assura Group, AHMP or any member of the AHMP Group assumes any obligation to update or revise publicly any of the forward-looking statements set out herein, whether as a result of new information, future events or otherwise, except as required pursuant to applicable law.

Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of any member of the Assura Group, the AHMP Group or the Enlarged Group following completion of the Offer unless otherwise stated.

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 [phone].

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.

 

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