New Corporate Structure

RNS Number : 8991Z

Assura Group Limited

16 December 2014

 



THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION OR OFFER TO SELL OR THE SOLICITATION OF AN INVITATION OR OFFER TO BUY ANY SECURITY. NONE OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT SHALL BE SOLD, ISSUED, SUBSCRIBED FOR, PURCHASED, EXCHANGED OR TRANSFERRED IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW

16 December 2014

Assura Group Limited

New Corporate Structure

Assura Group Limited ("Assura") today announces proposals to change the Assura Group's ("Group") corporate structure by establishing Assura plc, a new English-incorporated parent company, at the head of the Group.

Reasons for the proposals

The Board believes that moving to a UK domicile will align the Group with its UK tax jurisdiction and enable it to develop even better commercial relationships with the NHS and GPs, which are the Group's principal customers. In addition, the Board expects that the move to a UK registration will reduce some Group administration costs, as it will no longer be necessary to operate across legal jurisdictions in both England and Guernsey. 

Overview of these proposals

It is proposed to put in place Assura plc as a new parent company for the Group which will be incorporated in the UK and (like Assura Group Limited) be tax resident in the UK. It is intended that this new corporate structure will be implemented by way of a scheme of arrangement under Part VIII of the Companies (Guernsey) Law, 2008, as amended (the "Scheme"). The Scheme will be conditional on a number of matters, including shareholder approvals at a meeting convened by the Royal Court of Guernsey ("Court Meeting") and a separate extraordinary general meeting of Assura Group Limited ("Extraordinary General Meeting"), and Admission of Assura plc shares to the Official List and to trading on the London Stock Exchange.

Details of, inter alia, the reasons for the proposals, the Scheme, the Court Meeting and Extraordinary General Meeting will be conveyed to shareholders through the posting of a circular to shareholders and release of further announcements, as appropriate.

If the conditions are satisfied and the Scheme is approved and implemented, Assura plc will own the entire issued share capital of Assura Group Limited and shareholders in Assura Group Limited will become shareholders in Assura plc. Assura shareholders at the Scheme record time will receive one Assura plc share for each share in Assura Group Limited transferred under the Scheme.

The Scheme will not result in any material changes in the day-to-day conduct of the business of the Group, its strategy or its dividend policy. Assura plc will have the same board and management team as Assura Group Limited on the date that the Scheme becomes effective. The implementation of the Scheme will not result in any material changes to corporate governance or existing investor protections which currently apply in relation to Assura Group Limited and is also not expected to have any material impact on the Group's reported tax rate, or taxation paid.

On the proposals, Simon Laffin, the Chairman of Assura said:

"Assura is the UK's leading developer and owner of GP surgeries. We have been listed on the London Stock Exchange since 2003 and registered in the UK for tax purposes since 2008. Our proposed conversion to a full English domiciled plc will remove any confusion as to our status and reinforce our commitment to serving Britain's primary care sector and the National Health Service."

For more information, please contact:

Assura Group Limited	Tel: [phone]
Jonathan Murphy Carolyn Jones
Finsbury	Tel: [phone]
Gordon Simpson

Key features of the Scheme

In summary, it is intended that the following will occur under the Scheme:

·    all shares in Assura Group Limited will be transferred to Assura plc; and

·    Assura shareholders at the Scheme record time will receive one Assura plc share for each share in Assura Group Limited transferred under the Scheme.

The Scheme will require the approval of Assura Shareholders at the Court Meeting and at the Extraordinary General Meeting. If the Scheme is approved by the requisite majority at the Court Meeting and the resolutions are passed at the Extraordinary General Meeting, an application will be made to the Royal Court of Guernsey ("Court") to sanction the Scheme. If the Scheme is sanctioned by the Court, it is expected that the Court order sanctioning the Scheme will be conditional upon:

·           the formal processes having been put in place to delist the Assura Group Limited shares and to approve the application to admit (subject to the allotment of the Assura plc shares and the satisfaction of the other conditions to the Scheme, save to the extent such conditions are already satisfied) the Assura plc shares to be issued in connection with the Scheme to the Premium segment of the Official List with a premium listing (including a listing hearing having been held); and

·           the FCA and London Stock Exchange having agreed to admit the Assura plc shares to be issued in connection with the Scheme to the Premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities, and its agreement not being withdrawn prior to the effective date of the Scheme.

If the Scheme is sanctioned by the Court, and the other conditions to the Scheme are satisfied or waived, the Scheme is expected to become effective, and dealings in Assura plc Shares to be issued pursuant to the Scheme are expected to commence, at 8.00 am on 28 January 2015, the anticipated effective date. 

If the Scheme has not become effective by 31 March 2015 (or such later date as Assura and Assura plc may agree and the Court may allow), it will lapse, in which event there will not be a new parent company of Assura Group Limited, Assura shareholders will remain shareholders of Assura and the existing Assura Shares will continue to be listed on the Official List and to trading on the London Stock Exchange's main market for listed securities.

Upon the Scheme becoming effective, certificates for Assura Group Limited Shares held in certificated form will cease to be valid. Upon receipt of share certificates for Assura plc shares, shareholders should destroy all existing certificates for their Assura Group Limited shares. 

Assura Employee Share Plans

It is intended that subsisting awards under the Assura Group Limited Executive Recruitment Plan ("ERP") and Assura Group Limited Value Creation Plan ("VCP") will be exchanged for new awards which subsist over Assura plc shares but which are otherwise equivalent in all other respects with the existing awards under the ERP and VCP.

No new awards will be granted under the ERP, VCP or Assura Group Limited Sharesave Plan 2008 after the Scheme.

Prospectus

A Prospectus relating to Assura plc, the Group and admission to trading of Assura plc shares, which will contain prescribed information relating to Assura plc, is expected to be made available on or about 23 January 2015 and in electronic form on the Group's website (www.assuragroup.co.uk) on or around 23 January 2015 after it has been filed with the Financial Conduct Authority in  accordance with the Prospectus Rules.

Expected Timetable of Principal Events⁽¹⁾

Posting of Scheme Circular	17 December 2014
Court Meeting	10.45 a.m. on 14 January  2015
Extraordinary General Meeting	11.00 a.m. on 14 January  2015
Expected date of publication of the Prospectus by Assura plc	23 January 2015
Last day of dealings in, and for registration of transfers of, shares in Assura Group Limited	27 January 2015
Court Hearing to sanction the Scheme	27 January 2015
Scheme effective date	28 January 2015
Cancellation of listing of shares in Assura Group Limited	8.00 a.m. on 28 January 2015
Admission and commencement of dealings in Assura plc shares	8.00 a.m. on 28 January 2015

⁽¹⁾ All dates are indicative and subject to further discussion with/approval by the Court, and may also be adjusted by the Company

This announcement may contain certain forward-looking statements. These forward looking statements include all matters that are not historical facts. These forward looking statements involve risks and uncertainties that could cause the actual results of operations, financial condition, prospects and the development of the sector in which Assura operates to differ materially from the impression created by these forward-looking statements. Assura does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Do not place undue reliance on forward-looking statements, which speak only as of the date of this document.

Notes to Editors

Assura is a long-term investor in and developer of primary care property.  The company, headquartered in Warrington and listed on the London Stock Exchange, works with GPs, health professionals and the NHS to create innovative property solutions in order to facilitate delivery of high quality patient care in the community.  At 30 September 2014, Assura's property portfolio was valued at £809m.

Further information is available at www.assuragroup.co.uk.

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