COURT SANCTION OF SCHEME OF ARRANGEMENT

RNS Number : 8950S

Primary Health Properties PLC

14 March 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

14 March 2019

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)

COURT SANCTION OF SCHEME OF ARRANGEMENT

Scheme becomes Effective

The boards of MedicX and PHP are pleased to announce that the Court has today sanctioned the scheme of arrangement under Part VIII of the Companies (Guernsey) Law, 2008 (as amended) (the "Scheme") by which the recommended all-share merger of MedicX and PHP is being implemented. All conditions to the Scheme have now been satisfied or waived and the Scheme has now become Effective in accordance with its terms as set out in the scheme document published by MedicX on 8 February 2019 (the "Scheme Document").

Suspension, delisting and cancellation of trading of MedicX Shares

Dealings in MedicX Shares on the London Stock Exchange's main market for listed securities and the listing of MedicX Shares on the premium listing segment of the Official List of the FCA have each been suspended with effect from 7.30 am today, 14 March 2019.

It is expected that the admission to trading of MedicX Shares on the London Stock Exchange's main market for listed securities and the listing of MedicX Shares on the premium listing segment of the Official List of the FCA will each be cancelled with effect from 8.00 am tomorrow, 15 March 2019.

Consideration due to Scheme Shareholders

Scheme Shareholders on the register of members of MedicX at the Scheme Record Time (being 6.00 pm yesterday, 13 March 2019) will receive 0.77 New PHP Shares for each Scheme Share held at the Scheme Record Time.

As further described in the Scheme Document, New PHP Shares in uncertificated form are expected to be credited to CREST accounts on or soon after 8.00 am on 15 March 2019 (but no later than 28 March 2019) and definitive share certificates for the New PHP Shares in certificated form are expected to be dispatched by no later than 28 March 2019. Cash consideration due under the Scheme in respect of the sale of fractional entitlements will be settled via CREST (for the New PHP Shares held in uncertificated form) or by cheque (for the New PHP Shares held in certificated form) by no later than 28 March 2019.

Resignation of MedicX Directors

As the Scheme has now become Effective, as set out in paragraph 9 of Part 2 of the Scheme Document, Helen Mahy (Non-Executive Director & Chairman), Steve Le Page (Non-Executive Director & Senior Independent Director), Laure Duhot (Non-Executive Director) and John Hearle (Non-Executive Director) have each resigned from the MedicX Board, with effect from today, 14 March 2019.

Admission of New PHP Shares

Application has been made for the admission of the 341,045,427 New PHP Shares to be listed on the premium listing segment of the Official List of the FCA and to be admitted to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission and commencement of dealings in the New PHP Shares will become effective at 8.00 am on 15 March 2019.  

General

Defined terms used but not defined in this announcement have the meanings set out in the Scheme Document.

All references in this announcement to times are to times in London (unless otherwise stated).

Enquiries:
PHP		Tel: [phone]
Steven Owen, Chairman Harry Hyman, Managing Director Richard Howell, Finance Director
Buchanan (Public Relations Adviser to PHP)		Tel: [phone]
David Rydell Stephanie Watson Tilly Abraham
Numis Securities Limited (Lead Financial Adviser, Sponsor and Joint Broker to PHP)		Tel: [phone]
Michael Meade James Black Kevin Cruickshank Huw Jeremy
Peel Hunt LLP (Joint Financial Adviser and Joint Broker to PHP)		Tel: [phone]
James Britton Capel Irwin Harry Nicholas Jock Maxwell Macdonald
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

Important notices

Numis, which is authorised and regulated by the FCA in the UK, is acting exclusively for PHP and no-one else in connection with the proposed Merger and Admission and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the proposed Merger and Admission and will not be responsible to anyone other than PHP for providing the protections afforded to its clients or for providing advice in relation to the proposed Merger and Admission or any matters referred to in this announcement.

Peel Hunt, which is authorised and regulated by the FCA in the UK, is acting exclusively for PHP and no-one else in connection with the proposed Merger and Admission and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the proposed Merger and Admission and will not be responsible to anyone other than PHP for providing the protections afforded to its clients or for providing advice in relation to the proposed Merger and Admission or any matters referred to in this announcement.

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 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. 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 who have received 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 has advised 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.

Publication on website and availability of hard copies

A copy of this announcement will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on PHP's website at www.phpgroup.co.uk/investors and on MedicX's website at www.medicxfund.com/investors/proposed-merger by no later than 12 noon on the Business Day following the date of this announcement. For the avoidance of doubt, save as expressly referred to in this announcement, the contents of the websites are not incorporated, and do not form part of, this announcement. MedicX Shareholders may request a hard copy of this announcement by contacting Link Asset Services on 0371 664 0321. PHP Shareholders may request a hard copy of this announcement by contacting the PHP Company Secretary at its principal executive office in London during business hours on [phone] or by submitting a request in writing to the PHP Company Secretary at 5th Floor, Greener House, 66-68 Haymarket, London SW1Y 4RF. 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.

 

END

 

 

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