Result of Proposed Share Issue

RNS Number : 9657T

Assura Group Limited

10 October 2014

 



10 October 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.

CAPITALISED TERMS USED IN THIS ANNOUNCEMENT HAVE THE MEANINGS GIVEN TO THEM IN THE PROSPECTUS.

Assura Group Limited

("Assura" or the "Company")

Results of Firm Placing, Placing and Open Offer and Offer for Subscription

On 24 September 2014, the Board of Assura announced details of a share issue to raise gross proceeds of approximately £155.2 million by way of a Firm Placing and Placing and Open Offer, and additional gross proceeds of up to £25.0 million by way of an Offer for Subscription (together the "Share Issue"), all at an offer price of 43.5 pence per New Ordinary Share (the "Offer Price"). The Open Offer Shares pursuant to the Placing were subject to clawback to satisfy valid applications by Qualifying Shareholders pursuant to the Open Offer. The Firm Placed Shares were not subject to clawback and were not part of the Placing and Open Offer. The Open Offer and Offer for Subscription closed for acceptance at 11.00 a.m. on 9 October 2014.

The Board of Assura is pleased to now announce the results of the Share Issue. Based on valid applications and commitments received, the gross proceeds of the Share Issue have been determined to be £180.2 million. 

A total of 414,252,873 New Ordinary Shares will be issued at the Offer Price (subject to the conditions noted below), of which 213,328,329 New Ordinary Shares will be issued pursuant to the Firm Placing, 143,453,280 New Ordinary Shares will be issued pursuant to the Open Offer and 57,471,264 New Ordinary Shares will be issued pursuant to the Offer for Subscription.

As applications under the Open Offer and the Offer for Subscription exceeded the total Ordinary Shares available under each of them, applications have been scaled back in the manner detailed in the Prospectus.

The Share Issue remains conditional on, amongst other things, the approval of the Resolutions by Shareholders at the Company's Extraordinary General Meeting to be held on 14 October 2014 (or any adjournment thereof), the satisfaction of certain conditions in the Sponsor and Underwriting Agreement and Admission of the New Ordinary Shares to the Official List of the UK Listing Authority and to trading on the Main Market of the London Stock Exchange.

Application has been made to the Financial Conduct Authority ("FCA") and to the London Stock Exchange for the 414,252,873 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 that dealings for normal settlement in the New Ordinary Shares will commence at 8.00 a.m. on 15 October 2014.

The New Ordinary Shares will rank pari passu in all respects with the Existing Ordinary Shares, including 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 15 October 2014 and definitive share certificates for the New Ordinary Shares are expected to be despatched to certificated shareholders within seven days of Admission.

Following Admission, the number of Ordinary Shares that the Company has in issue will be 988,065,993. The total number of voting rights of the Company will be 988,065,993 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 24 September 2014 (the "Prospectus"), copies of which are available on the Company's website at www.assuragroup.co.uk.

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

"This Share Issue has been significantly oversubscribed reflecting the investment community's clear willingness to support the development of primary care infrastructure in the UK. The proceeds will allow Assura to build on its leading position in the sector and to continue to provide the NHS with the quality, fit for purpose primary care space it needs." 

For further 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

Important Notice

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.

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.

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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