Result of General Meeting

RNS Number : 2982Y

Assura PLC

04 December 2017

 

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE AN OFFERING OF NEW ORDINARY SHARES.

4 December 2017

ASSURA PLC

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

Result of General Meeting

In connection with the Prospectus published by Assura on 16 November 2017 in respect of the Share Issue, the Board of Assura is pleased to announce that at the Company's General Meeting held at 10.00 a.m. today the Resolution set out within the Notice of General Meeting at pages 196-197 of the Prospectus was passed by the requisite majority on a poll.

Resolution	For		Against		Withheld
	Number	%	Number	%	Number
1	1,432,917,817	98.17	26,708,896	1.83	5,851,019

The Resolution was passed as a special resolution. 

Notes:

1. The percentages above are rounded to two decimal places.

2. Percentages are expressed as a proportion of the total votes cast (which does not include votes withheld).

3. A "vote withheld" is not a vote in law and is not counted in the calculation of the proportion of the votes "for" and "against" a resolution.

4. Any proxy appointments which gave discretion to the Chairman have been included in the "For" totals. 

The voting figures will also be displayed shortly on the Group's website at www.assuraplc.com. 

In accordance with paragraph 9.6.2 of the Listing Rules, two copies of the Resolution will be submitted to the UK Listing Authority and will shortly be available for inspection at the FCA document viewing facility: http://www.morningstar.co.uk/uk/NSM. 

The Share Issue remains conditional upon (i) the Sponsor and Placing Agreement becoming or being declared unconditional in all respects and not having been terminated in accordance with its terms; and (ii) Admission becoming effective. 

Application has been made to the FCA and to the London Stock Exchange for the 545,124,813 New Ordinary Shares to be admitted to the premium segment of the Official List of the UK Listing Authority and to trading on the London Stock Exchange's Main Market for listed securities respectively. It is expected that Admission will become effective, and dealings for normal settlement in the New Ordinary Shares will commence, at 8.00 a.m. on 6 December 2017. 

The New Ordinary Shares will rank pari passu in all respects with the Existing Ordinary Shares, including as regards the right to receive all dividends and other distributions (if any) declared, paid or made by Assura after Admission. The New Ordinary Shares (in uncertificated form) are expected to be credited to CREST accounts on or around 8.00 a.m. on 6 December 2017 and definitive share certificates for the New Ordinary Shares are expected to be despatched to certificated shareholders within 14 days of Admission. 

Following Admission, the number of Ordinary Shares that the Company has in issue will be 2,375,828,966. The total number of voting rights of the Company will be 2,375,828,966 and this figure may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Disclosure and Transparency Rules of the FCA. No shares are held in treasury. 

Unless otherwise defined, the terms used in this announcement shall have the same meaning as set out in the prospectus published by Assura and sent to Shareholders on 16 November 2017 (the "Prospectus"), copies of which are available on the Company's website at www.assuraplc.com.

For more information, please contact:

Assura plc	[phone]
Jonathan Murphy, CEO
Jayne Cottam Orla Ball
Stifel Nicolaus Europe Limited	[phone]
Mark Young Stewart Wallace Tom Yeadon
J.P. Morgan Cazenove	[phone]
Bronson Albery
Barry Meyers

IMPORTANT NOTICE

This announcement is not a prospectus but an advertisement and investors should not make any decision to purchase, subscribe for, otherwise acquire, sell or otherwise dispose of any New Ordinary Shares referred to in this announcement except on the basis of the information contained in the Prospectus published by Assura in connection with the Share Issue.

Copies of the Prospectus are available from the registered office of Assura and on Assura's website at www.assuraplc.com. The Prospectus is not, subject to certain exceptions, available (through the website or otherwise) to Shareholders and prospective investors in the United States, Australia, Canada, Japan and the Republic of South Africa. Neither the content of Assura's website nor any website accessible by hyperlinks on Assura's website is incorporated in, or forms part of, this announcement. The Prospectus provides further details of the New Ordinary Shares being offered pursuant to the Share Issue.

This announcement does not contain or constitute an offer to sell or the solicitation of an offer to purchase securities to any person with a registered address in, or who is resident in, any Excluded Territory or in any jurisdiction in which such an offer or solicitation is unlawful. None of the securities referred to herein have been or will be registered under the relevant laws of any state, province or territory in any Excluded Territory. Subject to certain limited exceptions, none of these materials will be released, published, distributed or forwarded in or into any Excluded Territory.

This announcement does not contain or constitute an offer for sale or the solicitation of an offer to purchase securities in the United States. The New Ordinary Shares have not been and will not be registered under the Securities Act or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from or in a transaction not subject to the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of the New Ordinary Shares in the United States.

This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, any securities in any jurisdiction. No offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, any securities will be made in any jurisdiction in which such an offer or solicitation is unlawful. The information contained in this announcement is not for release, publication or distribution to persons in the United States or any other Excluded Territory, and should not be distributed, forwarded to or transmitted in or into any jurisdiction, where to do so might constitute a violation of local securities laws or regulations.

This announcement has been prepared in accordance with English law, the EU Market Abuse Regulation and the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

The distribution of this announcement into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction. In particular, subject to certain exceptions, this announcement, the Prospectus (once published) and the Application Forms should not be distributed, forwarded to or transmitted in or into the United States or any other Excluded Territory.

Recipients of this announcement and/or the Prospectus should conduct their own investigation, evaluation and analysis of the business, data and property described in this announcement and/or the Prospectus. This announcement does not constitute a recommendation concerning any investor's options with respect to the Share Issue. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

Notice to all investors

Stifel Nicolaus Europe Limited ("Stifel") is authorised and regulated in the United Kingdom by the FCA. J.P. Morgan Securities plc (which conducts its UK investment banking services as "J.P. Morgan Cazenove") is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA. Stifel and J.P. Morgan Cazenove are each acting exclusively for the Company in connection with the Share Issue. Neither Stifel nor J.P. Morgan Cazenove will regard any other person (whether or not a recipient of this announcement) 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 their respective clients or for providing advice in relation to Share Issue or any transaction, matter or arrangement described in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed upon Stifel and J.P. Morgan Cazenove by FSMA or the regulatory regime established thereunder, none of Stifel, J. P. Morgan Cazenove nor any of their respective affiliates directors, officers, employees, agents or advisers accepts any responsibility whatsoever, and no representation or warranty, express or implied, is made or purported to be made by any of them, or on their behalf, for or in respect of the contents of this announcement, including its accuracy, completeness, verification or sufficiency, or concerning any other document or statement made or purported to be made by it, or on its behalf, in connection with the Company, the New Ordinary Shares, the Share Issue, and nothing in this announcement is, or shall be relied upon as, a warranty or representation in this respect, whether as to the past or future. Each of Stifel, J.P. Morgan Cazenove and each of their respective affiliates directors, officers, employees, agents and advisers disclaim, to the fullest extent permitted by law, all and any liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or any such statement.

No person has been authorised to give any information or to make any representations other than those contained in this announcement and the Prospectus and, if given or made, such information or representations must not be relied on as having been authorised by Assura or Stifel or J.P. Morgan Cazenove. Subject to the Listing Rules, the Prospectus Rules and the Disclosure Guidance and Transparency Rules of the FCA, the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of Assura since the date of this announcement or that the information in it is correct as at any subsequent date.

 

END

 

 

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