Proposed Share Issue and Notice of EGM

RNS Number : 4605S

Assura Group Limited

24 September 2014

 



THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, JAPAN, NEW ZEALAND, HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR THE REPUBLIC OF SOUTH AFRICA (THE "EXCLUDED TERRITORIES") AND SHOULD NOT BE DISTRIBUTED IN, FORWARDED TO OR TRANSMITTED INTO THOSE COUNTRIES OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF LOCAL SECURITIES LAWS OR REGULATIONS.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT.

INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION CONTAINED IN THE PROSPECTUS TO BE PUBLISHED BY ASSURA GROUP LIMITED (THE "COMPANY") IN DUE COURSE IN CONNECTION WITH THE ADMISSION TO LISTING OF ITS NEW ORDINARY SHARES TO THE PREMIUM SEGMENT OF THE OFFICIAL LIST OF THE UNITED KINGDOM LISTING AUTHORITY AND TO TRADING ON THE LONDON STOCK EXCHANGE PLC'S MAIN MARKET FOR LISTED SECURITIES (TOGETHER "ADMISSION").

NOTHING IN THIS ANNOUNCEMENT SHALL CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR ANY SECURITIES REFERRED TO HEREIN NOR SHOULD IT FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY CONTRACT OR COMMITMENT WHATSOEVER.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE SUMMARY SECTION OF THIS ANNOUNCEMENT.

24 September 2014

Assura Group Limited

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

Proposed Firm Placing and Placing and Open Offer and an Offer for Subscription

and

Notice of Extraordinary General Meeting

The Board of Assura today announces a share issue to raise gross proceeds of £155.2 million (approximately £150.0 million net of expenses) through the issue of 356,781,609 New Ordinary Shares by way of a Firm Placing and Placing and Open Offer, and additional gross proceeds of up to £25.0 million through the issue of up to 57,471,264 New Ordinary Shares by way of an Offer for Subscription (together the "Share Issue"), all at 43.5 pence per New Ordinary Share (the "Offer Price").

The Offer Price represents a discount of 6.95 per cent to the closing price of 46.75 pence per Existing Ordinary Share on 23 September 2014, being the last practicable day prior to the announcement of the Share Issue.

Qualifying Shareholders are being offered the opportunity to participate in the Open Offer on the basis of 1 Open Offer Share for every 4 Existing Ordinary Shares held by them at 5.00 p.m. on 23 September 2014.

The Firm Placing and Placing and Open Offer has been fully underwritten by Liberum Capital Limited ("Liberum") and Oriel Securities Limited ("Oriel"). The Offer for Subscription is not being underwritten.

The New Ordinary Shares will, when issued and fully paid, rank in full for all dividends or other distributions declared, made or paid after Admission and in all other respects will rank pari passu with the Existing Ordinary Shares, including for the Group's next quarterly dividend, which is expected to be paid in November 2014.

Assura will shortly be publishing a Prospectus in connection with the Share Issue and will be convening an Extraordinary General Meeting to approve certain matters necessary to implement the proposed Share Issue.

Highlights of the Share Issue

·     Issue of 213,328,329 New Ordinary Shares through the Firm Placing, raising gross proceeds of £92.8 million at the Offer Price. The Firm Placed Shares are not subject to clawback and are not part of the Placing and Open Offer.

·     Issue of 143,453,280 New Ordinary Shares through the Placing and Open Offer, raising gross proceeds of £62.4 million at the Offer Price.

·     Under the Open Offer, Qualifying Shareholders will have an Open Offer Entitlement of 1 Open Offer Share for every 4 Existing Ordinary Shares held.

·     Qualifying Shareholders are also being offered the opportunity to subscribe for New Ordinary Shares in addition to their Open Offer Entitlements under the Excess Application Facility.

·     Issue of up to 57,471,264 New Ordinary Shares through the Offer for Subscription, in order to raise gross proceeds of up to £25.0 million at the Offer Price.

·     It is expected that the Offer for Subscription will open today and management presentations in certain cities during the offer period will be available, subject to demand.

·     The Share Issue is conditional on the passing of the Resolutions to be proposed at the Extraordinary General Meeting. If the Resolutions are passed and the other conditions to the Share Issue are satisfied, it is expected that dealings will commence at 8.00 a.m. on 15 October 2014.

Reasons for the Share Issue

The Board believes that the Share Issue will enable the Group to:

·     fund the near term pipeline of acquisitions and developments with a cost of approximately £95 million:

o  the Group has agreed non-binding heads of terms to acquire a portfolio of 11 purpose-built medical centres for consideration (for both the equity and debt) of approximately £62 million; and

o  commercial terms have been agreed on 13 further individual asset acquisitions for aggregate consideration of approximately £18 million; and

o  there are seven developments with an estimated future expenditure of approximately £15 million, five of which are already on-site; and

·     reduce the Group's net borrowings by approximately £55 million by repaying debt. This will reduce the Group's total debt to approximately £482 million and result in a decrease in the overall loan to value ratio from 65 per cent. to approximately 52 per cent., including investment of the £95 million proceeds, but excluding any proceeds raised in the Offer for Subscription.

The Board considers that a lower loan to value ratio would be more appropriate in the medium term and would provide greater flexibility for future development and acquisition activity.

NAV increase

The implementation of a focused strategy by the management team over the two years to 31 March 2014 has increased the adjusted net asset value per Ordinary Share by 20 per cent. to 43.4 pence per Ordinary Share. The valuation of the Group's portfolio as at 22 August 2014 provides a further increase of 1.7 pence in the adjusted net asset value per Ordinary Share.

Dividend increase

The Group's second quarterly dividend payment will remain at 0.45 pence per Ordinary Share and the New Ordinary Shares to be issued pursuant to the Share Issue will also qualify for this dividend. The associated record date is expected to be on or around 24 October 2014.

Subject to completion of the Share Issue, the Board intends to increase the quarterly dividend by 11 per cent. to 0.50 pence per Ordinary Share, or 2.0 pence per Ordinary Share on an annualised basis, with effect from January 2015. At the proposed Offer Price of 43.5 pence per New Ordinary Share, this provides a dividend yield of 4.60 per cent.  This statement does not constitute a profit forecast.

Extraordinary General Meeting

The Share Issue is subject to a number of conditions, including Shareholders' approval of the Resolutions to be proposed at the Extraordinary General Meeting.  An Extraordinary General Meeting will be held at the offices of Addleshaw Goddard LLP, Milton Gate, 60 Chiswell Street, London EC1Y 4AG at 11 a.m. on 14 October 2014. The Notice of this Extraordinary General Meeting will be included in the Prospectus.

Prospectus 

The Prospectus concerning the Share Issue will shortly be sent to Shareholders and will also be made available on the Company's website www.assuragroup.co.uk. Further details are set out in this announcement and in the Prospectus. A copy of the Prospectus will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.hemscott.com/nsm.do.

Group and sector background

·     Assura is a leading developer and investor in primary care premises, providing bespoke, purpose-built General Practitioner space.

·     GPs already provide consultations with almost a million patients every day and the demands on the NHS are increasing, with an ageing population, increasing expectations and an increasing number of people with long-term health conditions.

·     Many GP consultations take place in outdated and unsuitable premises. In the recent Care Quality Commission inspections, 24 per cent. of GP premises failed safety and suitability criteria.

·     The market is highly fragmented. The Group is well placed to benefit from sector consolidation with a strong track record of delivery, its REIT status and its internally managed operating model.

·     The sector displays strong real estate fundamentals:

o  Excellent occupier covenants, backed by the NHS.

o  Limited development risk.

o  Long leases typically without breaks or rent free periods.

o  High occupancy levels.

·     Assura has transformed over the last two years:

o  Since March 2012, adjusted NAV has increased by 20% and underlying EPS from continuing operations increased by 75%.

o  As at 31 March 2014, average weight of maturity of outstanding debt was 10.9 years, at an average rate of 5.31%.

o  £34 million of disposals of non-core assets since April 2012.

·     Successful acquisition track record:

o  £188 million of assets acquired since April 2012, including the £63 million acquisition of the Trinity portfolio in 2013 and the £107 million acquisition of MP Realty in 2014.

·     Assura's internally managed and scalable business model means that as the property portfolio is increased, costs only rise marginally and this supports earnings growth and a progressive dividend policy.

Commenting on the Share Issue, Graham Roberts, Chief Executive Officer, said:

"An ageing population, increasing expectations and rising long-term health conditions are intensifying demands on the NHS.  GPs will need to play an ever increasing role in meeting future healthcare needs, but many currently operate in unsuitable and outdated space.  Assura, through its expertise, leading position and internally managed structure, is well placed to provide this required space.  Today's share issue allows us to build on this leading position, enhancing our strong portfolio and balance sheet and positioning us well for the future." 

For more information, please contact:

Assura Group Limited                                      Tel: [phone]

Graham Roberts

Jonathan Murphy

Carolyn Jones

Oriel Securities Limited                                    Tel: [phone]

Mark Young

Roger Clarke

Stewart Wallace

Tom Yeadon

Liberum Capital Limited                                  Tel: [phone]

Peter Tracey       

Richard Crawley

Tom Fyson

Jamie Richards

Finsbury                                                               Tel: [phone]

Gordon Simpson

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Record Date for entitlements under the Open Offer	5.00 p.m. on 23 September 2014
Announcement of the Share Issue and despatch of the Prospectus, Application Forms and Forms of Proxy	24 September 2014
Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer and the Offer for Subscription	11.00 a.m. on 9 October 2014
Extraordinary General Meeting	11.00 a.m. on 14 October 2014
Admission and commencement of dealings in the New Ordinary Shares	8.00 a.m. on 15 October 2014

The times and dates set out in the table above and mentioned throughout this announcement are indicative only and may be adjusted by the Company (in consultation with Liberum and Oriel), in which event details of the new times and dates will be notified to the Financial Conduct Authority, the London Stock Exchange and, where appropriate, Shareholders.

1.    Introduction

The Board of Assura today announces a share issue to raise gross proceeds of £155.2 million (approximately £150.0 million net of expenses) through the issue of 356,781,609 New Ordinary Shares by way of a Firm Placing and Placing and Open Offer, and additional gross proceeds of up to £25.0 million through the issue of 57,471,264 New Ordinary Shares by way of an Offer for Subscription (together the "Share Issue"), all at 43.5 pence per New Ordinary Share (the "Offer Price").

The Offer Price represents a discount of 6.95 per cent to the closing price of 46.75 pence per Existing Ordinary Share on 23 September 2014, being the last practicable day prior to the announcement of the Share Issue.

Qualifying Shareholders are being offered the opportunity to participate in the Open Offer on the basis of 1 Open Offer Share for every 4 Existing Ordinary Shares held by them at 5.00 p.m. on 23 September 2014.

The Firm Placing and Placing and Open Offer has been fully underwritten by Liberum Capital Limited ("Liberum") and Oriel Securities Limited ("Oriel"). The Offer for Subscription is not being underwritten.

The New Ordinary Shares will, when issued and fully paid, rank in full for all dividends or other distributions declared, made or paid after Admission and in all other respects will rank pari passu with the Existing Ordinary Shares, including for the Group's next quarterly dividend, which is expected to be paid in November 2014.

Assura will shortly be publishing a Prospectus in connection with the Share Issue and will be convening an Extraordinary General Meeting to approve certain matters necessary to implement the proposed Share Issue.

2.    Background and Reasons for the Share Issue

Assura's business model

Assura is a developer and investor in primary care premises for the NHS. It provides bespoke, purpose-built premises that meet the evolving needs of GPs as they look to meet the increasing health requirements of the UK population.

Assura maintains a unique position in the listed primary care sector in that its developments provide all of the elements of the property service requirements for GPs and other tenants. This enables the adoption of a long-term partner approach throughout the involvement in the lifecycle of a medical centre.

Assura has a track record in the successful acquisition and integration of accretive acquisitions. It has acquired £188 million of assets since April 2012, including the £63m acquisition of the Trinity portfolio in 2013 and the £107 million acquisition of MP Realty in 2014. Securing further acquisitions is a key priority and management is in regular dialogue with other investors in the sector to identify and secure future opportunities.

To date, Assura has successfully re-invested proceeds from its non-core disposal programme into new developments and acquisitions. As the non-core disposal programme nears completion, the Directors believe there is an investment opportunity for additional capital to be deployed.

Assura's internally managed and scalable business model means that as the property portfolio is increased, costs only rise marginally and this supports earnings growth and a progressive dividend policy.

Favourable market backdrop

The primary care sector displays strong real estate fundamentals: excellent occupier covenants (backed by the NHS); limited development risk; restricted supply with little speculative development; long leases typically without breaks or rent free periods; and high occupancy levels. In addition, the underlying open market rent review mechanism most common in the sector has provided inflation tracking returns over the medium term.

Assura, as one of the leading primary care property investors and developers in the UK, benefits from a secure and predictable income stream with an underpinning of inflation linkage, which together contribute to a strong risk-adjusted return.

The sector remains highly fragmented with the majority of medical centres owned by GPs or other private owners. The Group is well placed to benefit from further consolidation in the sector due to its strong track record of delivery, its status as a listed REIT and its internally managed operating model.

Increasing demand for primary care property

GPs are the cornerstone of the UK health model and provide consultations with almost a million patients every day. Many of these consultations take place in outdated and unsuitable premises that are not able to provide the broad range of services that are available in modern purpose built premises. The Care Quality Commission commenced inspections in primary care in 2013/14 and found that 24 per cent. of the premises they inspected failed the safety and suitability criteria.

The demands on the NHS are increasing. In addition to an ageing population and increasing expectations, the number of people with long-term health conditions is also increasing: the number of people living with more than one long-term health condition is forecast to rise from 1.9 million in 2008 to 2.9 million in 2018.

Primary care infrastructure has already come under strain in recent years with the number of GP consultations rising from 300 million in 2008 to 340 million in 2012. These forecast trends will compound such pressure going forward.

Restricted market supply

The reorganisation of the NHS that was implemented in April 2013 resulted in a significant increase in the role of GPs in the commissioning of services. Over time this should lead to an increase in the delivery of services in the primary care setting. However, in the short-term this has led to a reduction in the number of approvals of new developments as the new organisational structures have taken time to become fully operational. More than a year after implementation there is still a lack of clarity on the processes for commissioning new premises. The pressures on the existing primary estate increase while these delays continue.

It is anticipated that the processes for approving new premises will be clarified and implemented in the near future and the Group remains ready to provide the expertise and the capital to support this essential investment in NHS infrastructure.

The Directors believe that the Company is well positioned to capitalise from this change in policy, given the expertise and experience of its in-house design and development team and its track record of successfully delivering enhanced primary care properties to GPs.

Rent reviews

In the primary care sector rent reviews are agreed with the District Valuers, effectively acting for the NHS and acting to ensure value for money for the public purse, typically on a three year cycle. The majority of these reviews are based on open market rents agreed on primary care premises in the period under review.

The underlying open market rent review mechanism has provided inflation tracking returns over the medium term. The Directors believe that open market reviews are a lagging indicator and, as the economy continues to recover, this should feed through into rent reviews in the future.

Transformation in Assura's business

The implementation of a focused strategy by the management team over the two years to 31 March 2014 has increased the adjusted net asset value per Ordinary Share by 20 per cent. to 43.4 pence per Ordinary Share and the underlying earnings per Ordinary Share from continuing operations by 75 per cent. from 1.2 pence per Ordinary Share to 2.1 pence per Ordinary Share. The valuation of the Group's property portfolio as at 22 August 2014 provides a further increase of 1.7 pence in the adjusted net asset value per Ordinary Share.

Over the same two year period to 31 March 2014, the core portfolio of assets increased by £121 million and since the year-end the core portfolio of assets has increased by a further £123 million following the recently announced acquisitions of MP Realty Holdings Group ("MP Realty") and Park Medical Services Limited ("One Life"). In aggregate, the increase of £261 million since 31 March 2012, together with developments of £42 million, has led to an enlarged core portfolio of £766 million in primary care property as at 22 August 2014 or an increase of over 52 per cent. since 31 March 2012. This growth has been achieved through a combination of acquisitions (£188 million), completed developments (£42 million) and revaluations less disposals (£31 million). The weighted average unexpired lease length of the portfolio is 14.2 years.

As an internally managed business, management has built a focused, scalable platform with capacity to manage a larger portfolio of assets with only marginal increases in associated overheads. Management estimates that for every additional £100 million of assets under management, an incremental £80,000 of overheads would be expected to be incurred. This has enabled growth in the property portfolio to be achieved while increasing the underlying earnings per Ordinary Share.

The recent acquisition of MP Realty was completed for consideration in both shares and cash. This highlights the ability of the Group to fund acquisitions through the issuance of new Ordinary Shares.

The growth in the core portfolio has been assisted by a rigorous approach to capital discipline with over £32 million in asset realisations in the two years to 31 March 2014, increasing to £34 million including disposals subsequent to this date.

The REIT conversion in April 2013 was an important milestone for the Group. This is an important favourable government-backed tax regime that enables the Group to compete effectively with other tax efficient investors. It also confirms the Group's commitment to remain as a property investor.

The Group has an overall policy of funding its borrowings with long-term and fixed rate debt, supplemented by more flexible short-term facilities where required. The long-term and secure nature of the income stream is well suited to this type of borrowing. At 31 March 2014 the average weighted maturity of the outstanding debt was 10.9 years at an average rate of 5.31 per cent., and 98 per cent. of this was at fixed rates.

3.    Use of Proceeds

To capitalise on current opportunities and create the most attractive investment vehicle in the sector, the Company wishes to raise capital to make further investments into primary care properties and reduce the overall level of borrowings.

Fund acquisition and development pipeline

The Group has successfully completed acquisitions for consideration in excess of £188 million since 31 March 2012 and underlying earnings per Ordinary Share have increased by 75 per cent. in the two year period to 31 March 2014. The Board intends to continue to target acquisitions to fund developments to secure new investments at above market yields.  The Group has a near term pipeline of acquisitions and developments with a cost of approximately £95 million.

The Group has agreed non-binding heads of terms to acquire 11 purpose-built medical centres for consideration (for both the equity and debt) of approximately £62 million. The assets have an average unexpired lease term of 20.7 years with over 90 per cent. of the rental income funded by the NHS. This transaction is subject to due diligence and there can be no certainty that the transaction will proceed, although it is currently anticipated to complete before the end of November 2014.

In addition to this portfolio, there are 13 further individual asset acquisitions on which commercial terms have been agreed, solicitors have been instructed and which are subject only to NHS approval. The aggregate consideration for these 13 individual assets is approximately £18 million. These are anticipated to be under contract before the end of the current financial year.

As at 22 August 2014, the Group had another seven developments with an estimated future expenditure of approximately £15 million. Five of these schemes (with an estimated rental value of £1.4 million per year) are already on-site, with the remaining two developments (with an estimated rental value of £0.5 million per year) expected to commence before the end of the current financial year. The estimated value on completion of these individual schemes ranges from £1.4 million to £8.7 million.

The above acquisitions and developments are expected to generate yield on costs or consideration broadly in line with that of the Group's most recent acquisitions and developments.

In addition to this near term pipeline, the Company has further opportunities with a value in excess of £75 million. However, the timing of these projects is more uncertain and they are not anticipated to commence in the current financial year. The Board has identified up to £13.3 million of non-core capital recycling which may provide additional financial resource for acquisitions and developments.

The Group can manage additional acquired properties with only marginal increases in overheads. From 1 April 2012 to 31 March 2014, the administrative overheads of the Group as a percentage of the average portfolio value have improved from 0.87 per cent. to 0.82 per cent. Following completion of the near term pipeline of acquisitions and developments of approximately £95 million described above, this will fall further.

Reduce level of borrowings

As at 31 March 2014, the Group had a loan to value ratio of 62 per cent. Following the acquisition of the MP Realty and One Life portfolios, the current level of debt of £537 million results in a loan to value ratio of 65 per cent. This level of borrowings is supported by the quality and longevity of the rental income stream. However, the Board considers that a lower loan to value ratio would be more appropriate in the medium term and would provide greater flexibility for future development and acquisition activity.

Management intends to reduce the Group's net borrowings by approximately £55 million by repaying debt. This will reduce the Group's total debt to approximately £482 million and result in an overall loan to value ratio of approximately 52 per cent., including investment of the £95 million proceeds. To the extent that additional proceeds are raised through the Offer for Subscription, the Company will in the short term apply them to reducing debt, thereby reducing its loan obligations further and increasing underlying earnings. In the longer term, the Company will deploy these proceeds where it deems the best returns are available. It is expected that reducing borrowings will increase underlying earnings and support future dividend growth. This statement does not constitute a profit forecast.

The Board considers that a loan to value ratio of between 45 per cent. and 55 per cent. would be the optimal capital structure for the Group in the medium term. However, the Board would contemplate increasing this up to 65 per cent. for short periods if a sufficiently value enhancing opportunity presents itself. The Board anticipates drawing down on new debt facilities as and when attractive acquisition opportunities arise.

4.    Dividend Policy

The Group has successfully enhanced its core portfolio and recycled its assets (including proceeds of £34 million from the sale of non-core and LIFT assets), generating increased on-going revenue streams from medical property reinvestments, which has enabled a significant increase in the fully covered dividend per Ordinary Share, which was increased by 49 per cent. to 0.45 pence per Ordinary Share on a quarterly basis in December 2013.

The Group's second quarterly dividend payment for the current financial year will remain at 0.45 pence per Ordinary Share and the New Ordinary Shares to be issued pursuant to the Share Issue will also qualify for this dividend. The associated record date is expected to be on or around 24 October 2014.

As a result of the successful completion of the recent earnings enhancing acquisitions and following the proposed refinancing from the proceeds of the Share Issue, the Group's underlying profitability and capacity for dividend payments will be increased. Therefore, subject to completion of the Share Issue, the Board intends to increase the quarterly dividend by 11 per cent. to 0.50 pence per Ordinary Share or 2.0 pence per Ordinary Share on an annualised basis with effect from January 2015. At the proposed Offer Price of New Ordinary Shares of 43.5 pence per New Ordinary Share this provides a dividend yield of 4.60 per cent. and represents a fully covered dividend based on the historical underlying earnings per Ordinary Share for the year ended 31 March 2014 of 2.1 pence per Ordinary Share. This statement does not constitute a profit forecast.

Thereafter the Board intends to retain its commitment to a fully covered and progressive dividend policy broadly in line with underlying rental growth.

5.    The Share Issue

The Board of Assura today announces a share issue to raise gross proceeds of £155.2 million (approximately £150.0 million net of expenses) through the issue of 356,781,609 New Ordinary Shares by way of a Firm Placing and Placing and Open Offer, and additional gross proceeds of up to £25.0 million through the issue of up to 57,471,264 New Ordinary Shares by way of an Offer for Subscription (together the "Share Issue"), all at 43.5 pence per New Ordinary Share (the "Offer Price").

The Offer Price of 43.5 pence per New Ordinary Share represents a discount of 6.95 per cent. to the Closing Price of an Ordinary Share of 46.75 pence on 23 September 2014 (being the latest practicable date prior to the announcement of the Share Issue).

Firm Placing

The Firm Placees have agreed to subscribe for 213,328,329 New Ordinary Shares at the Offer Price, representing gross proceeds of £92.8 million at the Offer Price. The Firm Placed Shares are not subject to clawback and are not part of the Placing and Open Offer.

Placing and Open Offer

143,453,280 of the New Ordinary Shares proposed to be issued by the Company are being offered to Qualifying Shareholders by way of the Open Offer (representing gross proceeds of £62.4 million at the Offer Price). Excluded Overseas Shareholders will not be able to participate in the Open Offer.

The Open Offer provides an opportunity for Qualifying Shareholders to participate in the fundraising (subject to compliance with applicable securities laws) by subscribing both for their Open Offer Entitlement and for any Excess Open Offer Entitlement, subject to availability. Qualifying Shareholders will have an Open Offer Entitlement of 1 Open Offer Share for every 4 Existing Ordinary Shares registered in the name of the relevant Qualifying Shareholder on the Record Date and so in proportion to any other number of Existing Ordinary Shares held.

Qualifying Shareholders may also apply, under the Excess Application Facility, for any whole number of New Ordinary Shares. Applications for Excess Shares will be satisfied only to the extent that corresponding applications by other Qualifying Shareholders are not made or are made for less than their pro rata entitlements.

Open Offer Entitlements will be rounded down to the nearest whole number and any fractional entitlements to Open Offer Shares will not be allocated but will be aggregated and sold for the benefit of the Company.

The Open Offer is being made on a pre-emptive basis to Qualifying Shareholders and is not subject to scaling back. The Open Offer Shares have been placed conditionally with certain investors at the Offer Price, subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer. Any New Ordinary Shares that are available under the Open Offer and are not taken up by Qualifying Shareholders pursuant to their Open Offer Entitlements and under the Excess Application Facility may be issued in the Placing.

Offer for Subscription

Up to 57,471,264 New Ordinary Shares are available under the Offer for Subscription at the Offer Price, representing gross proceeds of £25.0 million at the Offer Price. The Offer for Subscription is separate to, and does not form part of, the Firm Placing and Placing and Open Offer.

Dilution

Shareholders will experience dilution in their ownership and voting interests pursuant to the Firm Placing and Offer for Subscription whether or not Qualifying Shareholders take up their Open Offer Entitlements. If Qualifying Shareholders take up the offer of New Ordinary Shares under the Open Offer in full, as a result of the Firm Placing and Offer for Subscription their proportionate ownership and voting interests in the Ordinary Shares will be diluted by 22.9 per cent. (excluding the impact of the Offer for Subscription) or 27.4 per cent. (assuming full take up under the Offer for Subscription). If they do not take up any of their Open Offer Entitlement their holdings will be diluted by 38.3 per cent. (excluding the impact of the Offer for Subscription) or 41.9 per cent. (assuming full take up under the Offer for Subscription). The percentage of the Company's issued share capital that the Existing Ordinary Shares represent will be reduced by 38.3 per cent. to 61.7 per cent. as a result of the Share Issue (excluding the impact of the Offer for Subscription) or by 41.9 per cent. to 58.1 per cent. (assuming full take up under the Offer for Subscription).

Conditions of the Share Issue

The Share Issue is conditional, amongst other things, on:

•     the satisfaction of certain conditions contained in the Sponsor and Underwriting Agreement between the Company, Liberum and Oriel, which are typical for an agreement of that nature;

•     Liberum and Oriel not having terminated the Sponsor and Underwriting Agreement in accordance with its terms;

•     the approval of the Resolutions by Shareholders at the Extraordinary General Meeting (or any adjournment thereof); and

•     Admission occurring on or before 8.00 a.m. on 15 October 2014 (or such later date as the Company, Liberum and Oriel may agree jointly but not later than 22 October 2014).

The Firm Placing and Placing and Open Offer has been fully underwritten by Liberum and Oriel on the terms of the Sponsor and Underwriting Agreement. The Offer for Subscription is not being underwritten.

The New Ordinary Shares will, when issued and fully paid, rank in full for all dividends or other distributions declared, made or paid after Admission and in all other respects will rank pari passu with the Existing Ordinary Shares, including for the Group's next quarterly dividend, payable in November 2014.

6.    Admission

Application will be made to the FCA and to the London Stock Exchange for the New Ordinary Shares to be issued in the Share Issue to be admitted to the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities respectively. It is expected that Admission will become effective on 15 October 2014 and that dealings for normal settlement in the New Ordinary Shares will commence at 8.00 a.m. on the same day.

7.    Extraordinary General Meeting

The Share Issue is subject to a number of conditions, including Shareholders' approval of the Resolutions to be proposed at the Extraordinary General Meeting. An Extraordinary General Meeting will be held at the offices of Addleshaw Goddard LLP, Milton Gate, 60 Chiswell Street, London EC1Y 4AG at 11 a.m. on 14 October 2014. The Notice of the Extraordinary General Meeting will be included in the Prospectus.

The Resolutions will propose that (i) the Directors be authorised to allot and issue up to 414,252,873 New Ordinary Shares in connection with the Share Issue and (ii) the participation of Invesco in the Firm Placing be approved as a related party transaction for the purposes of the Listing Rules (further details of which are set out in paragraph 9).

The Share Issue will not proceed unless each of the Resolutions is passed.

8.    Director participation

The Directors are interested in an aggregate of 4,190,257 Ordinary Shares (representing approximately 0.73 per cent. of the Existing Ordinary Shares). All the Directors intend to participate in the Share Issue and have, in aggregate, indicated that they intend to apply to subscribe for 2,990,802 New Ordinary Shares pursuant to the Share Issue, which is an amount greater than their Open Offer Entitlements, as follows:

	Number of New Ordinary intended to be subscribed for pursuant to the Share Issue
Directors
Simon Laffin (1)	1,034,482
Graham Roberts	1,600,000
Jonathan Murphy	172,413
Jenefer Greenwood	45,977
David Richardson	137,930

⁽¹⁾ The interests of Simon Laffin above include 114,942 New Ordinary Shares, which he has subscribed for pursuant to the Share Issue under power of attorney on behalf of a family member who will hold such shares beneficially.

Of the above, the issue of 2,326,849 New Ordinary Shares to certain Directors for a consideration of £1,012,179 pursuant to the Firm Placing constitutes a smaller related party transaction as defined in Listing Rule 11.1.10.

9.    Related Party Transaction

Invesco is a related party of the Company for the purposes of Chapter 11 of the Listing Rules as a result of it being entitled to exercise or control the exercise of over 10 per cent. of the votes able to be cast at general meetings of the Company.

The subscription by Invesco for 89,655,172 New Ordinary Shares at the Offer Price under, and on the terms and conditions of, the Firm Placing, is classified as a related party transaction for the purposes of Chapter 11 of the Listing Rules.

One of the Resolutions to be proposed at the Extraordinary General Meeting will propose that the Invesco Participation be approved as a related party transaction. Invesco will not vote on this Resolution and has undertaken to take all reasonable steps to procure that its associates (as defined in the Listing Rules) will not vote on this Resolution.

The Board, which has been so advised by Liberum and Oriel, considers the terms of the Invesco Participation to be fair and reasonable as far as Shareholders as a whole are concerned. In providing this advice to the Board, Liberum and Oriel have taken into account the Board's commercial assessment of the Invesco Participation.

10.  Recommendation

The Board considers the terms of the Share Issue and the Invesco Participation to be in the best interests of Assura and the Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolutions, as the Directors intend to do in respect of their own beneficial holdings and those of their connected persons, which amount in aggregate to 4,190,257 Ordinary Shares, representing approximately 0.73 per cent. of the Company's issued ordinary share capital as at 23 September 2014 (being the latest practicable date prior to the publication of this announcement).

Shareholders should also be aware that if the Resolutions to be proposed at the Extraordinary General Meeting are not passed, the Share Issue will lapse.

Assura will shortly be publishing a Prospectus in connection with the Share Issue and will be convening an Extraordinary General Meeting to approve certain matters necessary to implement the proposed Share Issue. Copies of the Prospectus will be available from the registered office of Assura at The Brew House, Greenalls Avenue, Warrington, Cheshire, WA4 6HL. The Prospectus will also be available free of charge during normal business hours on any weekday (except Saturdays, Sundays and public holidays) from the date of publication until Admission at the offices of Addleshaw Goddard LLP, Milton Gate, 60 Chiswell Street, London EC1Y 4AG.

Appendix

In this announcement, the following expressions have the following meanings unless the context requires otherwise:

DEFINED TERM	DEFINITION
Admission	admission of the New Ordinary Shares (i) to the premium segment of the Official List and (ii) to trading on the main market of the London Stock Exchange
Application Form	the personalised application form which accompanies the Prospectus for Qualifying non-CREST Shareholders for use in connection with the Open Offer
Board	the Directors of the Company at the date of this announcement or from time to time as the context may require
Closing Price	the closing, mid market quotation of an Existing Ordinary Share on 23 September 2014 (the latest practicable date prior to the announcement of the Share Issue) as published by the London Stock Exchange
CREST	the relevant system (as defined in the Regulations) for the paperless settlement of trades and the holding of securities in uncertificated form operated by Euroclear UK & Ireland in accordance with the Regulations
CTA 2010	Corporation Tax Act 2010
Directors	the directors of the Company at the date of this announcement, or the directors from time to time of the Company, as the context requires, and Director shall be construed accordingly
Excess Application Facility	the facility for Qualifying Shareholders to apply for Excess Shares in excess of their Open Offer Entitlements
Excess Open Offer Entitlement	in respect of each Qualifying CREST Shareholder who has taken up his Open Offer Entitlement in full, the entitlement (in addition to the Open Offer Entitlement) to apply for Excess Shares up to the number of Open Offer Shares credited to his stock account in CREST pursuant to the Excess Application Facility, which may be subject to scaling down
Excess Shares	Open Offer Shares which may be applied for in addition to Open Offer Entitlements
Excluded Overseas Shareholders	(other than as agreed in writing by the Company and as permitted by applicable law) Shareholders who are resident or otherwise located in any Excluded Territory
Existing Ordinary Shares	the 573,813,120 existing Ordinary Shares of 10 pence each in nominal value in the capital of the Company as at the date of this announcement
Extraordinary General Meeting	the general meeting of the Company to be convened pursuant to the Notice of Extraordinary General Meeting in order to, amongst other things, pass the Resolutions, including any adjournment thereof
FCA or Financial Conduct Authority	the Financial Conduct Authority of the United Kingdom
Firm Placed Shares	the 213,328,329 New Ordinary Shares which the Company is proposing to issue pursuant to the Firm Placing
Firm Placees	any person who has agreed to subscribe for Firm Placed Shares pursuant to the Firm Placing
Firm Placing	the subscription by the Firm Placees for the Firm Placed Shares
Forms of Proxy	the form of proxy to be enclosed with the Prospectus for use in connection with the Extraordinary General Meeting
FSMA	the Financial Services and Markets Act 2000, as amended
Group	the Company together with its subsidiaries and subsidiary undertakings (and its 75 per cent. subsidiaries from time to time (as defined in section 606 of CTA 2010)) and, where the context permits, each of them as at the date of this announcement
Invesco	Invesco Asset Management Limited, acting as agent for and on behalf of its discretionary clients
Invesco Participation	the subscription by Invesco for 89,655,172 New Ordinary Shares under, and on the terms and conditions of the Firm Placing
Listing Rules	the listing rules made by the FCA under section 73A of FSMA
London Stock Exchange	London Stock Exchange Plc
New Ordinary Shares	the 414,252,873 new Ordinary Shares of 10 pence each in nominal value in the capital of the Company to be issued in connection with the Share Issue
Offer for Subscription	the offer for subscription of Ordinary Shares at the Offer Price on the terms to be set out in the Prospectus
Offer Price	43.5 pence per New Ordinary Share
Official List	the official list maintained by the UK Listing Authority pursuant to Part VI of FSMA
Open Offer	the conditional invitation to Qualifying Shareholders to apply for up to 143,453,280 New Ordinary Shares at the Offer Price on a pre-emptive basis
Open Offer Entitlement	the pro rata entitlement to subscribe for Open Offer Shares allocated to a Qualifying Shareholder pursuant to the Open Offer
Open Offer Shares	the 143,453,280 New Ordinary Shares for which Qualifying Shareholders are being invited to apply at the Offer Price to be issued pursuant to the terms of the Open Offer
Ordinary Shares	ordinary shares of 10 pence each in the capital of the Company
Placing	the conditional placing by Liberum and Oriel of the Placing Shares, subject to clawback pursuant to the Open Offer, on behalf of the Company on the terms and subject to the conditions contained in the Sponsor and Underwriting Agreement
Prospectus	the Prospectus to be issued by the Company in connection with the Share Issue, together with any supplements or amendments thereto
Prospectus Rules	the Prospectus Rules of the FCA made under Part VI of FSMA
Regulations	the Uncertificated Securities Regulations 2001 (as amended)
REIT or Real Estate Investment Trust	a company or group to which Part 12 of the CTA 2010 applies
Qualifying CREST Shareholders	Qualifying Shareholders holding Ordinary Shares in uncertificated form
Qualifying non-CREST Shareholders	Qualifying Shareholders holding Ordinary Shares in certificated form
Qualifying Shareholders	holders of Ordinary Shares (other than Excluded Overseas Shareholders) on the Company's register of members at close of business on the Record Date
Record Date	the record date for the Open Offer, being 5.00 p.m. on 23 September 2014
Resolutions	the resolutions to be proposed at the Extraordinary General Meeting, to be set out in the Notice of Extraordinary General Meeting
Shareholders	holders of Ordinary Shares
Share Issue	the Firm Placing, Placing and Open Offer and Offer for Subscription
Sponsor and Underwriting Agreement	the Sponsor, Placing, Open Offer and Underwriting Agreement between the Company, Liberum and Oriel relating to the Share Issue

Important Notice

This announcement is not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan, New Zealand, Hong Kong Special Administrative Region of the People's Republic of China, the Republic of South Africa or any other jurisdiction where it would be unlawful to do so (the "Excluded Territories").

This announcement is an advertisement and does not constitute a prospectus or prospectus equivalent document. Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information in the Prospectus to be published by the Company in connection with the Firm Placing, Placing and Open Offer and Offer for Subscription ("Share Issue").  Nothing in this announcement should be interpreted as a term or condition of the Share Issue. Copies of the Prospectus will, following publication, be available from the Company's website.

This announcement does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security in the capital of the Company in any jurisdiction. Any decision to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities in the Company should only be made on the basis of information contained in and incorporated by reference into the Prospectus which contains further details relating to the Company in general as well as a summary of the risk factors to which an investment in the securities of the Company is subject.

This announcement, and the Prospectus and any materials distributed in connection with this announcement or the Prospectus are not directed to, or intended for distribution to or use by, any person or entity that is a citizen or resident or located in any Excluded Territory where such distribution, publication, availability or use would be contrary to law or regulation which would require any registration or licensing within such jurisdiction.

This announcement is not an offer of securities or an invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities in any Excluded Territory. The Company's securities may not be offered or sold in the United States. The Company's securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state or other jurisdiction of the United States and, may not be offered, sold, pledged, re-sold, taken up, delivered, distributed or otherwise transferred, directly or indirectly, within the United States (as defined in Regulation S under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable state or local securities laws. Accordingly, the securities being offered by the Company in the Share Issue are being offered only outside the United States in offshore transactions in accordance with Regulation S under the Securities Act. There will be no public offer of the securities in the United States. This announcement is not a prospectus or other offering document. No money, securities or other consideration from any person inside the United States is being solicited and, if sent in response to the information contained in this announcement, will not be accepted.

This announcement does not constitute an offer of securities to any person with a registered address in, or who is resident in, Australia, Canada, Japan, New Zealand, Hong Kong Special Administrative Region of the People's Republic of China, the Republic of South Africa or any other jurisdiction where such an offer would be unlawful. None of the securities has been or will be registered under the relevant laws of any state, province or territory of Australia, Canada, Japan, New Zealand, Hong Kong Special Administrative Region of the People's Republic of China, the Republic of South Africa.

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable restrictions.

Liberum Capital Limited ("Liberum") and Oriel Securities Limited ("Oriel") (together, the "Sponsors") are both regulated and authorised in the United Kingdom by the FCA. The Sponsors are acting exclusively for the Company and for no one else in connection with the Share Issue and will not regard any person (whether or not a recipient of this announcement or the Prospectus) as a client in relation to the Share Issue and will not be responsible to anyone other than the Company for providing the protections afforded to clients of the Sponsors for providing advice in relation to the Share Issue, the contents of this announcement and the accompanying documents or any matters or arrangements referred to herein or therein.

The Sponsors may, in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the securities and/or related instruments for their own account for the purpose of hedging their underwriting exposure or otherwise. Except as required by applicable law or regulation, the Sponsors do not propose to make any public disclosure in relation to such transactions.

This announcement should not be considered a recommendation by the Sponsors or any of their respective directors, officers, employees, advisers or affiliates in relation to any purchase of or subscription for securities. Neither of the Sponsors nor any of their respective directors, officers, employees, advisers or affiliates accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy, fairness, sufficiency or completeness of the information or the opinions or the beliefs contained in this announcement (or any part hereof). None of the information contained in this announcement has been independently verified or approved by the Sponsors or any of their respective directors, officers, employees, advisers or any of their affiliates. Save in the case of fraud, no liability is accepted by the Sponsors or any of their respective directors, officers, employees, advisers or affiliates for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this announcement or its contents or otherwise in connection with this announcement. No person has been authorised to give any information or to make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been authorised by the Company or the Sponsors. Subject to the Listing Rules, the Prospectus Rules and the Disclosure Rules and Transparency Rules, the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Group since the date of this announcement or that the information in it is correct as at any subsequent date.

The statements contained in this announcement that are not historical facts are "forward-looking" statements. These forward-looking statements are subject to a number of substantial risks and uncertainties, many of which are beyond the Company's control and actual results and developments may differ materially from those expressed or implied by these statements for a variety of factors. These forward-looking statements are statements based on the Company's current intentions, beliefs and expectations about, among other things, the Company's results of operations, financial condition, prospects, growth, strategies and the industry in which the Company operates. Forward-looking statements are typically identified by the use of forward-looking terminology such as "believes", "expects", "may", "will", "could", "should", "intends", "estimates", "plans", "assumes" or "anticipates" or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. By their nature, forward-looking statements involve risks and uncertainties, including, without limitation, the risks and uncertainties to be set forth in the Prospectus, because they relate to events and depend on circumstances that may or may not occur in the future. In addition, from time to time, the Company or its representatives have made or may make forward-looking statements orally or in writing. Furthermore, such forward-looking statements may be included in, but are not limited to, press releases or oral statements made by or with the approval of an authorised executive officer of the Company. No assurance can be given that such future results will be achieved; actual events or results may differ materially from those expressed in or implied by these statements as a result of risks and uncertainties facing the Company and its subsidiaries. Many of these risks and uncertainties relate to factors that are beyond the Company's ability to control or estimate precisely, such as changes in taxation and fiscal policy, future market conditions, currency fluctuations, the behaviour of other market participants, the actions of governmental regulators and other risk factors such as the Company's ability to continue to obtain financing to meet its liquidity needs, changes in the political, social and regulatory framework in which the Company operates or in economic or technological trends or conditions, including inflation and consumer confidence, on a global, regional or national basis. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements. The forward-looking statements contained in this announcement speak only as of the date of this announcement and the Company undertakes no duty to update any of them publicly in light of new information or future events, except to the extent required by applicable law, the Prospectus Rules, the Listing Rules and the Disclosure Rules and Transparency Rules.

No statement in this announcement is intended as a profit forecast or a profit estimate and no statement in this announcement should be interpreted to mean that earnings per Ordinary Share for the current or future financial years would necessarily match or exceed the historical published earnings per Ordinary Share. Prices and values of, and income from, shares may go down as well as up and an investor may not get back the amount invested. It should be noted that past performance is no guide to future performance. Persons needing advice should consult an independent financial adviser.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.

This announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom 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 the United Kingdom.

 

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MSCLIFSEAIISFIS