Publication and posting of Scheme Document

RNS Number : 4973P

The MedicX Fund Limited

08 February 2019

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

FOR IMMEDIATE RELEASE

8 February 2019

PUBLICATION AND POSTING OF SCHEME DOCUMENT

FOR THE

RECOMMENDED ALL-SHARE MERGER

BETWEEN

MEDICX FUND LIMITED ("MEDICX")

AND

PRIMARY HEALTH PROPERTIES PLC ("PHP")

TO BE EFFECTED BY MEANS OF A SCHEME OF ARRANGEMENT

UNDER PART VIII OF THE COMPANIES (GUERNSEY) LAW, 2008 (AS AMENDED)

Publication and posting of Scheme Document

On 24 January 2019, the MedicX Board and the PHP Board announced that they had reached agreement on the terms of a recommended all-share merger between MedicX and PHP, which is intended to be implemented by way of a scheme of arrangement of MedicX, under which PHP will acquire the entire issued and to be issued share capital of MedicX (the "Merger"). As outlined in that announcement, the Merger is to be effected by means of a Court-sanctioned scheme of arrangement under Part VIII of the Companies (Guernsey) Law, 2008 (as amended) (the "Scheme").

The MedicX Board is pleased to announce that a circular in relation to the Scheme (the "Scheme Document"), setting out, amongst other things, a letter from the Chairman of MedicX, details of the Merger, the full terms and conditions of the Scheme, an expected timetable of principal events, notices convening the Court Meeting and the MedicX General Meeting and details of the actions to be taken by MedicX Shareholders, will be published today on MedicX's website at www.medicxfund.com/investors/ and MedicX Shareholders will receive the Scheme Document in accordance with the notice provisions in the MedicX Articles and any notice elections they may have given.

Publication of Combined Circular and Prospectus

PHP will also publish a combined circular and prospectus in relation to the Merger and the New PHP Shares to be issued in respect of the Merger and Admission, which includes information about the Enlarged Group (the "Combined Circular and Prospectus"). The PHP Directors are responsible for the Combined Circular and Prospectus, which will need to be approved by the UK Listing Authority prior to publication. PHP Shareholders will receive the Combined Circular and Prospectus (including a notice of the PHP General Meeting) and a form of proxy for use at the PHP General Meeting in hard copy form. MedicX Shareholders will receive the Combined Circular and Prospectus in accordance with the notice provisions in the MedicX Articles and any notice elections they may have given and subject to certain restrictions relating to persons with a registered address in, or who are citizens, residents or nationals of, a Restricted Jurisdiction. The Combined Circular and Prospectus will also be available on PHP's website at www.phpgroup.co.uk/investors and on MedicX's website at www.medicxfund.com/investors.

Action required

As further detailed in the Scheme Document, in order to become Effective, the Scheme requires the approval of a majority in number of the Scheme Shareholders present and voting (either in person or by proxy) at the Court Meeting representing not less than 75 per cent. in value of the relevant Scheme Shares voted, and the passing of the Scheme Resolution necessary to implement the Scheme at the MedicX General Meeting. The Scheme must also be sanctioned by the Court.  The Scheme is also subject to the satisfaction or (if applicable) waiver of the Conditions and further terms that are set out in the Scheme Document.

Notices convening the Court Meeting and the MedicX General Meeting, commencing at 2.00 pm and 2.15 pm (or as soon as the Court Meeting has concluded or been adjourned, if later), respectively, on 1 March 2019 at the offices of Ashurst LLP, Broadwalk House, 5 Appold Street, London EC2A 2AG, are contained in the Scheme Document.

The MedicX Directors, who have been so advised by Evercore, consider the financial terms of the Merger to be fair and reasonable. In providing advice to the MedicX Directors, Evercore has taken into account the commercial assessments of the MedicX Directors. Evercore is providing independent financial advice to the MedicX Directors for the purposes of Rule 3 of the Takeover Code.

Accordingly, the MedicX Directors recommend unanimously that Scheme Shareholders vote or procure votes in favour of the resolutions relating to the Scheme at the Court Meeting and that the MedicX Shareholders vote or procure votes in favour of the resolutions relating to the Merger at the MedicX General Meeting as those MedicX Directors who hold MedicX Shares have irrevocably undertaken to do in respect of their own beneficial holdings (and the beneficial holdings which are under their control and those of their close relatives) totalling 189,700 MedicX Shares representing approximately 0.043 per cent. of the issued ordinary share capital of MedicX as at the Last Practicable Date.

It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of opinion of the Scheme Shareholders. You are therefore strongly urged to complete, sign and return your Forms of Proxy or make an electronic appointment of a proxy or submit a proxy vote via CREST as soon as possible. You should note that if there is insufficient Scheme Shareholder support for the Scheme at the Court Meeting, the Scheme will not become Effective.

MedicX Shareholders should read carefully the whole of the Scheme Document and the Combined Circular and Prospectus (including any documents incorporated into the Scheme Document and/or the Combined Circular and Prospectus by reference), together with the accompanying Forms of Proxy. MedicX Shareholders will receive the Combined Circular and Prospectus in accordance with the notice provisions in the MedicX Articles and any notice elections they may have given. The Combined Circular and Prospectus will also be available on PHP's website at www.phpgroup.co.uk/investors and MedicX's website at www.medicxfund.com/investors (in each case, subject to any restrictions relating to persons resident in Restricted Jurisdictions).

Timetable

The Scheme Document contains an expected timetable of principal events relating to the Scheme, which is also set out in the Appendix to this announcement. Subject to the approval of MedicX Shareholders and the Court, and to the satisfaction of the other Conditions, which are set out in full in the Scheme Document, the Scheme is expected to become Effective on 14 March 2019.

It is intended that following the Scheme becoming Effective, the London Stock Exchange and FCA will be requested respectively to cancel trading in MedicX Shares on the London Stock Exchange's Main Market and to cancel the listing of the MedicX Shares on the Official List. Such cancellation is expected to take effect on 15 March 2019.

Information for MedicX Shareholders

If you have any questions about the Scheme Document, the Court Meeting or the MedicX General Meeting or are in any doubt as to how to complete the Forms of Proxy, please call Link Asset Services on 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 am - 5.30 pm, Monday to Friday excluding public holidays in England and Wales.  Please note that Link Asset Services cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. 

General 

Capitalised terms in this announcement, unless otherwise defined, have the same meanings as set out in the Scheme Document. All references to times in this announcement are to London times unless otherwise stated.

Enquiries:
MedicX		Tel: [phone]
Helen Mahy (Non-Executive Chairman)
Octopus Healthcare		Tel: [phone]
Mike Adams (Executive Chairman, Octopus Healthcare)
Evercore (Financial Adviser and Rule 3 Adviser to MedicX)		Tel: [phone]
Edward Banks Ollie Clayton
Taurus (Independent Adviser to MedicX)		Tel: [phone]
Peter Tracey Tom Fyson
Canaccord (Joint Corporate Broker to MedicX)		Tel: [phone]
Robbie Robertson Helen Goldsmith
Liberum (Joint Corporate Broker to MedicX)		Tel: [phone]
Richard Crawley Jamie Richards
Maitland/AMO (Public Relations Adviser to MedicX) Andy Donald Jason Ochere		Tel: [phone]

Important notices

You should read this announcement and the Scheme Document and if you are in any doubt as to the action you should take, consult an independent financial adviser. In making any investment decision you must rely on your own examination of the terms of the Scheme and the Merger, including the merits and risks involved. If you have any questions about the Scheme Document, the Court Meeting or the MedicX General Meeting or are in any doubt as to how to complete the Forms of Proxy, please contact Link Asset Services on the number set out above.

Evercore, which is authorised and regulated by the FCA in the UK, is acting exclusively as financial adviser to MedicX and no one else in connection with the Merger and will not be responsible to anyone other than MedicX for providing the protections afforded to clients of Evercore nor for providing advice in connection with the matters referred to herein. Neither Evercore nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Evercore in connection with the matters set out in this announcement, any statement contained herein, the Merger or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by FSMA, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the matter set out in this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with MedicX or the matters described in this announcement. To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any statement contained therein.

Taurus, a trading name of Liberum Capital Limited which is authorised and regulated by the FCA, is acting exclusively as independent adviser to MedicX and no one else in connection with the Merger and will not be responsible to anyone other than MedicX for providing the protections afforded to clients of Taurus nor for providing advice in connection with the Merger or any matter referred to herein.

Canaccord, which is authorised and regulated by the FCA, is acting exclusively as corporate broker to MedicX and no one else in connection with the Merger and will not be responsible to anyone other than MedicX for providing the protections afforded to clients of Canaccord, nor for providing advice in connection with the Merger or any matters referred to herein.

Liberum, which is authorised and regulated by the FCA, is acting exclusively as corporate broker to MedicX and no one else in connection with the Merger and will not be responsible to anyone other than MedicX for providing the protections afforded to clients of Liberum, nor for providing advice in connection with the Merger or any matters referred to herein.

Information for overseas persons

The release, publication or distribution of this announcement and the Scheme Document in certain jurisdictions other than the United Kingdom or Guernsey may be restricted by law and/or regulation. Persons who are not resident in the United Kingdom or Guernsey or who are subject to the laws and/or regulations of other jurisdictions should inform themselves of, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom or Guernsey or who are subject to the laws of another jurisdiction to participate in the Merger or to vote their Scheme Shares in respect of the Scheme at the Court Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located or to which they are subject. Any failure to comply with these applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Merger disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by PHP or required by the Takeover Code, and permitted by applicable law and regulation, participation in the Merger will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and no person may vote in favour of the Scheme by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Merger are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving the Scheme Document and all documents relating to the Merger (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions as doing so may invalidate any purported vote in respect of the Merger. 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 the Scheme Document 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.

The availability of the New PHP Shares under the Merger to Scheme Shareholders who are not resident in the United Kingdom or Guernsey may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom or Guernsey or who are subject to other jurisdictions should inform themselves of, and observe, any applicable legal or regulatory requirements.

Further details in relation to Overseas Shareholders are contained in the Scheme Document.

Notice to US investors in MedicX

The New PHP Shares to be issued under the Scheme have not been and will not be registered under the US Securities Act, or under any laws or with any securities regulatory authority of any state or other jurisdiction of the United States and may only be offered or sold in the United States in reliance on an exemption from the registration requirements of the US Securities Act. This announcement shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the New PHP Shares in any state of the United States in which such offer, solicitation or sale would be unlawful prior to qualification under the securities laws of any such state. The New PHP Shares are expected to be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. MedicX Shareholders (whether or not US persons) who are or will be affiliates (within the meaning of the US Securities Act) of PHP or MedicX prior to, or of MedicX after, the Effective Date will be subject to certain US transfer restrictions relating to the New PHP Shares received pursuant to the Scheme as further described in the Scheme Document.

For the purposes of qualifying for the exemption from the registration requirements of the US Securities Act afforded by Section 3(a)(10) thereunder, MedicX will advise the Court through its Guernsey counsel that the Court's sanctioning of the Scheme will be relied on by PHP as an approval of the Scheme following a hearing on the fairness of the terms and conditions of the Scheme to MedicX Shareholders, at which hearing all such shareholders are entitled to attend in person or through counsel to support or oppose the sanctioning of the Scheme and with respect to which notification has been given to all such shareholders.

None of the securities referred to in the Scheme Document have been approved or disapproved by the SEC or any US state securities commission, nor have any such authorities passed judgment upon the fairness or the merits of the Merger or determined if the Scheme Document is accurate or complete. Any representation to the contrary is a criminal offence in the United States.

It may be difficult for US holders of MedicX Shares to enforce their rights and claims arising out of the US federal securities laws, since PHP and MedicX are organized in countries other than the United States, and some or all of their officers and directors may be residents of, and some or all of their assets may be located in, jurisdictions other than the United States. US holders of MedicX Shares may have difficulty effecting service of process within the United States upon those persons or recovering against judgments of US courts, including judgments based upon the civil liability provisions of the US federal securities laws. US holders of MedicX Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.

The receipt of New PHP Shares pursuant to the Merger by a US MedicX Shareholder may be a taxable transaction for US federal income tax purposes and under applicable state and local tax laws. Each MedicX Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Merger.

Further details in relation to US MedicX Shareholders are contained in the Scheme Document.

Forward looking statements

This announcement (including information incorporated by reference in this announcement), any oral statements made by PHP or MedicX in relation to the Merger and other information published by PHP or MedicX, may contain statements about PHP, MedicX and the Enlarged Group that are or may be forward-looking statements. All statements other than statements of historical facts included in this announcement may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "goals", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects", "hopes", "continues", "would", "could", "should", or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; and (ii) business and management strategies and the expansion and growth of PHP's or MedicX's or the Enlarged Group's operations and potential synergies resulting from the Merger.

Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and/or operations of PHP, MedicX or the Enlarged Group and are based on certain assumptions and assessments made by PHP and MedicX in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. Except as expressly provided, they have not been reviewed by the auditors of PHP or MedicX. Although it is believed that the expectations reflected in such forward looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place reliance on these forward looking statements which speak only as at the date thereof. Neither MedicX nor PHP, nor any of their respective members, directors, officers, employees, advisers and any person acting on behalf of one or more of them assumes any obligation to update or correct the information contained in this announcement (whether as a result of new information, future events or otherwise) except as required by applicable law (including as required by the Takeover Code, the Listing Rules and the Disclosure Guidance and Transparency Rules).

There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business acquisitions or disposals. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.

No member of PHP or MedicX, nor any of their respective associates, directors, officers, employees or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur.

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Event	Time/date
Publication of the Scheme Document and the Combined Circular and Prospectus	8 February 2019
Latest time for lodging Blue Forms of Proxy for the Court Meeting	2.00 pm on 27 February 2019 (1)
Latest time for lodging White Forms of Proxy for the MedicX General Meeting	2.15 pm on 27 February 2019(2)
Voting Record Time for the Court Meeting and the MedicX General Meeting	6.30 pm on 27 February 2019(3)
PHP General Meeting	10.30 am on 28 February 2019
Court Meeting	2.00 pm on 1 March 2019
MedicX General Meeting	2.15 pm on 1 March 2019(4)
Last day of dealings in, and for registration of transfers of, and disablement in CREST of, MedicX Shares	13 March 2019(5)
Scheme Record Time	6.00 pm on 13 March 2019(5)
Suspension of listing of, and dealings in, MedicX Shares	7.30 am on 14 March 2019(5)
Court Hearing to sanction the Scheme	9.30 am on 14 March 2019(5)
Effective Date of the Scheme	14 March 2019(5)(6)
Admission and commencement of dealings in New PHP Shares on the London Stock Exchange	by 8.00 am on 15 March 2019(5)
Cancellation of listing of MedicX Shares	by 8.00 am on 15 March 2019(5)
CREST accounts of MedicX Shareholders to be credited with New PHP Shares and any cash due to Restricted Shareholders under the Scheme and in respect of the sale of fractional entitlements	Within 14 days of the Effective Date
Despatch of share certificates in respect of New PHP Shares and cheques for any cash due to Restricted Shareholders under the Scheme and in respect of the sale of fractional entitlements	Within 14 days of the Effective Date
Long-stop Date	31 August 2019(7)

All times shown are London times unless otherwise stated.

The Court Meeting and the MedicX General Meeting will each be held at the offices of Ashurst LLP, Broadwalk House, 5 Appold Street, London, EC2A 2HA.

(1)  It is requested that Blue Forms of Proxy for the Court Meeting be lodged before 2.00 pm on 27 February 2019 or, if the Court Meeting is adjourned, not later than 48 hours (excluding any part of a day that is not a working day) before the time appointed for the holding of the adjourned meeting. However, Blue Forms of Proxy not so lodged may be handed to the Chairman of the Court Meeting, or to Link Asset Services, on behalf of the Chairman, before the start of the Court Meeting and will still be valid.

(2)  White Forms of Proxy for the MedicX General Meeting must be lodged before 2.15 pm on 27 February 2019 in order to be valid or, if the MedicX General Meeting is adjourned, not later than 48 hours (excluding any part of a day that is not a working day) before the time appointed for the holding of the adjourned meeting. White Forms of Proxy cannot be handed to the Chairman of the MedicX General Meeting or Link Asset Services at that meeting.

(3)  If either of the MedicX Shareholder Meetings is adjourned, the Voting Record Time for the relevant adjourned meeting will be 6.30 pm on a day which not more than 48 hours before the time set for the adjourned meeting (excluding any part of a day that is not a working day).

(4)  To commence at the time fixed or, if later, immediately after the conclusion or adjournment of the Court Meeting.

(5)  These dates and times given are indicative only and are based on MedicX's current expectations and may be subject to change (including as a result of changes to the regulatory timetable). If any of the times and/or dates above change, the revised times and/or dates will be notified to Scheme Shareholders by announcement through a Regulatory Information Service.

(6)  A copy of the order of the Court which sanctions the Scheme must be filed with the Guernsey Registry as promptly as practicable and in any event within seven days after the date on which it is made.

(7)  This is the latest date by which the Scheme may become Effective unless MedicX and PHP agree upon, and (if required) the Court and the Panel allow, a later date.

 

END

 

 

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