Firm Placing and Placing and

RNS Number : 2834Z

Primary Health Properties PLC

18 September 2009

 



THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR THE UNITED STATES OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT. 

THIS ANNOUNCEMENT, WHICH DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT, IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES AND NEITHER THIS ANNOUNCEMENT NOR ANYTHING HEREIN FORMS THE BASIS FOR ANY CONTRACT OR COMMITMENT WHATSOEVER. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION AND THE SECURITIES DESCRIBED HEREIN WILL BE SOLD IN ACCORDANCE WITH ALL APPLICABLE LAWS AND REGULATIONS.

THE DEFINED TERMS SET OUT IN APPENDIX I APPLY IN THIS ANNOUNCEMENT.

18 September 2009

Primary Health Properties PLC

("PHP" or the "Company")

Proposed Firm Placing and Placing and Open Offer

and Notice of General Meeting

The Board of PHP announces a fully underwritten share issue to raise gross proceeds of approximately £60.0 million (approximately £57.5 million net of expenses) through the issue of 26,086,956 new Ordinary Shares by way of a Firm Placing and Placing and Open Offer at a price of 230 pence per New Share. The Open Offer will allow the Company's existing Shareholders the opportunity to participate in the fundraising on the basis of 1 Open Offer Share for every 5 Existing Ordinary Shares.  Qualifying Shareholders are also being offered the opportunity to subscribe for New Shares in addition to their Basic Entitlements under the Excess Application Facility.

The Issue Price represents a discount of 27.0 per cent. to the Closing Price of 315.0 pence per Ordinary Share on 17 September 2009 (being the last Business Day prior to this announcement).  The New Shares to be issued will represent approximately 42.5 per cent. of the enlarged issued share capital of the Company following the Firm Placing and Placing and Open Offer.

PHP will shortly be publishing a Prospectus in connection with the Firm Placing and Placing and Open Offer and will convene a General Meeting to approve certain matters necessary to implement the proposed fundraising.

Highlights

• A fully underwritten Firm Placing and Placing and Open Offer to raise gross proceeds of approximately £60.0 million (approximately £57.5 million net of expenses).

• The net proceeds of the New Issue will initially be used to repay existing debt in order to enable PHP to take advantage of attractive opportunities to invest in additional investment properties to expand PHP's property portfolio.

• Opportunity to capitalise on attractive fundamentals - exploiting positive yield gap in improving market. 

• Development pipeline of 21 properties identified with a total unaudited value of approximately £90 million.

• Trading continues in line with the half year report for the six months ended 30 June 2009 released on 18 August 2009. 

Details of the Firm Placing and Placing and Open Offer

Under the Firm Placing and Placing and Open Offer, PHP intends to issue 26,086,956 new Ordinary Shares, comprising:

• 19,033,667 Firm Placed Shares (representing gross proceeds of approximately £43.8 million), pursuant to the Firm Placing; and

• 7,053,289 Open Offer Shares (representing gross proceeds of approximately £16.2 million) to be made available to Qualifying Shareholders pursuant to the Open Offer. 

The Issue Price is 230 pence per New Ordinary Share.

Under the Open Offer, Qualifying Shareholders have Basic Entitlements of 1 Open Offer Share for every 5 Existing Ordinary Shares registered in their name on the Record Date. In addition, Qualifying Shareholders may also apply, under the Excess Application Facility, for any whole number of Excess Shares in excess of their Basic Entitlements up to a maximum number of Excess Shares equal to approximately 0.54 times the number of Existing Shares registered in their name on the Record Date.

Each of the Directors is supportive of the fundraising and the Directors have irrevocably undertaken to subscribe or apply, in aggregate, for 1,156,771 New Shares under the Firm Placing and Placing and Open Offer. In addition, each of the Directors has irrevocably undertaken to vote in favour of all of the Resolutions in respect of his own beneficial holding to the extent that he has any such holding.

The Firm Placing and Placing and Open Offer are being fully underwritten by Numis subject to, and in accordance with, the terms of the Underwriting Agreement. 

The Firm Placing and Placing and Open Offer are conditional on the passing of the New Issue Resolutions at the General Meeting. If the New Issue Resolutions are passed and the other conditions to the Firm Placing and Placing and Open Offer are satisfied, it is expected that dealings in the New Shares will commence at 8.00 a.m. on 7 October 2009.

The Prospectus concerning the Firm Placing and Placing and Open Offer will shortly be sent to Shareholders. Further details of the Firm Placing and Placing and Open Offer are set out in this announcement and in the Prospectus.

Harry Hyman, Managing Director of PHP said:

"This £60 million capital raising will give PHP the headroom on its existing facilities to enable it to rapidly enlarge its asset base through a series of targeted acquisitions as well as accelerating its debt reduction plan.  PHP is an opportunistic acquirer of healthcare property assets and current market conditions are ideal to make investments at historic valuations that will deliver shareholder returns over many years to come. In essence, the fundraising ensures that the Company is better capitalised to take advantage of the current market conditions."

Further details of the Firm Placing and Placing and Open Offer are set out in this announcement. Readers are referred to the important notice that applies to this announcement. Unless otherwise stated, references to time contained in this announcement are to UK time. This announcement has been issued by and is the sole responsibility of Primary Health Properties PLC.

For further information contact:

Primary Health Properties PLC	[phone]
Harry Hyman, Managing Director
Bell Pottinger Corporate and Financial	[phone]
David Rydell / Victoria Geoghegan
Numis Securities Limited	[phone]
Corporate Finance: Michael Meade / Brent Nabbs
Corporate Broking: David Poutney / Rupert Krefting / Alex Ham

IMPORTANT NOTICE

This announcement is an advertisement and does not constitute a prospectus or prospectus equivalent document. Nothing in this announcement should be interpreted as a term or condition of the Firm Placing and Placing and Open Offer. Investors should not subscribe for or purchase any New Shares except on the basis of the information contained in the Prospectus to be published today and incorporated by reference into the Prospectus. The Prospectus, when published, will be made available on PHP's website and will be available for inspection at the UK Listing Authority's announcement viewing facility.  

This announcement does not constitute or form part of any offer or invitation to purchase, or 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.  

The information contained in this announcement is not for release, publication or distribution to persons in the United States, Canada, Australia, Japan, New Zealand or The Republic of South Africa or in any jurisdiction where to do so would breach any applicable law. The New Shares have not been and will not be registered under the securities laws of such jurisdictions and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within such jurisdictions except pursuant to an exemption from and in compliance with any applicable securities laws.

The information in this announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the US Securities Act or the applicable laws of other jurisdictions.

The New Shares have not been and will not be registered under the US Securities Act, or under the 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 except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US 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 offering of the New Shares in the United States. The New Shares offered outside the United States are being offered in reliance on Regulation S under the US Securities Act.

The availability of the Firm Placing and Placing and Open Offer to persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

Numis Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as sponsor, underwriter and broker exclusively to the Company and for no one else in connection with the Firm Placing and Placing and Open Offer and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Firm Placing and Placing and Open Offer and Admission or any other matters referred to in this announcement.

This announcement has been issued by, and is the sole responsibility of, Primary Health Properties PLC. Apart from the responsibilities and liabilities, if any, which may be imposed by the FSMA, neither Numis nor any of its affiliates, parent undertakings, subsidiary undertakings or subsidiaries of their parent undertakings or any of their respective directors, officers, employees or advisers or any other person accepts any responsibility whatsoever and makes no representation or warranty, express or implied, for or in respect of the contents of this announcement or as to the accuracy or completeness or fairness of the information or opinions contained in this announcement and, without prejudice to the generality of the foregoing, no responsibility or liability is accepted by any of them for any such information or opinions or for any errors or omissions.

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

Note regarding forward-looking statements:

This announcement and some of the materials distributed in connection with this announcement may include forward-looking statements which reflect the Group's or, as appropriate, the Directors' current views with respect to financial performance, business strategy, plans and objectives of management for future operations (including development plans relating to the Group's products and services). These statements include forward-looking statements both with respect to the Group and the sectors and industries in which the Group operates. Statements which include the words "expects", "intends", "plans", "believes", "projects", "anticipates", "will", "targets", "aims", "may", "would", "could", "continue" and similar statements of a future or forward-looking nature identify forward-looking statements. All forward-looking statements address matters that 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 circumstance that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. Accordingly, there are or will be important factors that could cause the Group's actual results to differ materially from those indicated in these statements. These forward-looking statements speak only as of the date of this announcement. Any forward-looking statements in this announcement reflect the Group's current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to the Group's business, results of operations, financial conditions, growth strategy and liquidity. Subject to obligations under applicable laws and regulations, the Company undertakes no obligation publicly to update or review any forward-looking statement to reflect events or circumstances after the date of this announcement, whether as a result of new information, future developments or otherwise. 

No statement in this announcement is intended to be a profit forecast or to imply that earnings of the Company for the current year or future years will necessarily match or exceed the historical or published earnings of the Company.

You are advised to read this announcement and, once available, the Prospectus and the information incorporated by reference therein, in their entirety for a further discussion of the factors that could affect the Company's or the Group's future performance and the industries in which they operate. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this announcement may not occur.

Other than in accordance with their legal or regulatory obligations, neither the Company nor Numis undertakes any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future events or otherwise.

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

Any person receiving this announcement is advised to exercise caution in relation to the Firm Placing and Placing and Open Offer. If in any doubt about any of the contents of this announcement, independent professional advice should be obtained.

This summary should be read in conjunction with the full text of the announcement which follows.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR THE UNITED STATES OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT. 

THIS ANNOUNCEMENT, WHICH DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT, IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES AND NEITHER THIS ANNOUNCEMENT NOR ANYTHING HEREIN FORMS THE BASIS FOR ANY CONTRACT OR COMMITMENT WHATSOEVER. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION AND THE SECURITIES DESCRIBED HEREIN WILL BE SOLD IN ACCORDANCE WITH ALL APPLICABLE LAWS AND REGULATIONS.

THE DEFINED TERMS SET OUT IN APPENDIX I APPLY IN THIS ANNOUNCEMENT.

18 September 2009

Primary Health Properties PLC

("PHP" or the "Company")

Proposed Firm Placing and Placing and Open Offer

and Notice of General Meeting

Introduction

The Board of PHP announces a fully underwritten share issue to raise gross proceeds of approximately £60.0 million (approximately £57.5 million net of expenses) through the issue of 26,086,956 new Ordinary Shares by way of a Firm Placing and Placing and Open Offer at a price of 230 pence per New Share.  Of the 26,086,956 New Shares being issued, 19,033,667 of the New Shares will be issued through the Firm Placing and 7,053,289 of the New Shares will be issued through the Placing and Open Offer. In each case, the New Shares have been conditionally placed with institutional and other investors by Numis (subject, in the case of the Conditional Placed Shares, to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer). The New Issue is being fully underwritten by Numis subject to, and in accordance with, the terms and conditions of the Underwriting Agreement.

The Issue Price represents a discount of approximately 27.0 per cent. to the Closing Price of 315.0 pence per Ordinary Share on 17 September 2009 (being the last business day before the announcement of the Firm Placing and Placing and Open Offer). Given that the Issue Price represents a discount of greater than 10 per cent. to the Closing Price of the Shares on 17 September 2009, the Company is required, under the Listing Rules, to seek the approval of its Shareholders for the issue of the New Shares at the Issue Price. The Firm Placing and Placing and Open Offer is conditional, among other things, upon the approval of the New Issue Resolutions by Shareholders.

The Directors believe that the successful completion of the Firm Placing and Placing and Open Offer will ensure the Company is in a stronger financial position to continue pursuing its corporate strategy.

Background to and reasons for the Firm Placing and Placing and Open Offer 

Overview of the Company, its objectives and investment characteristics

The principal activity of the Company is the generation of rental income and capital growth through investments in primary health care property in the United Kingdom leased principally to GPs, PCTs, health authorities and other associated health care users.

The Directors believe that PHP has little development risk and a relatively low risk portfolio due to strong tenant covenants (relative to the UK property market), long leases and effectively upwards only rent reviews and minimal vacancies. Accordingly, the Directors believe that PHP offers the ability to continue to deliver strong and visible cash flows to Shareholders. Historically, the increase achieved through the rent review process has broadly matched increases in the RPI. If this trend continues, the Directors consider that an investment in PHP may provide a hedge against inflation. The current size of the Group enables it to spread its fixed costs over a relatively large portfolio and the Company expects some further benefit from economies of scale as PHP grows in size. The Board considers that the Joint Managers have considerable expertise in sourcing deals, the Company's cost structure is well-defined, the pipeline of properties is significant, and the current positive gap between yields and financing costs is providing opportunities for PHP to make immediately earnings enhancing and cash generating property investments.

Over the 10 years preceding the date of this announcement, PHP has outperformed the FTSE All Share Real Estate Index, which the Directors consider is due to the attractive investment characteristics of the Company.

The Directors believe that long leases, strong tenant covenants and little or no oversupply in the primary healthcare market are the principal reasons why yields on the Group's portfolio have remained relatively resilient in comparison to other sectors of the property industry.

Reasons for the Firm Placing and Placing and Open Offer and use of proceeds

The Directors believe that the increase in property yields seen during the first half of 2009 and the falling costs of financing have created attractive opportunities for PHP to invest in additional investment properties at valuations lower than those that have been recorded in the last 18 months. At the same time, the rise in property yields has impacted the Group's overall LTV ratio. The Group's LTV ratio as at 30 June 2009 was approximately 66 per cent. compared to the current LTV covenant of 75 per cent. (reducing to 70 per cent. in March 2010). While the Directors believe that the Group will continue to satisfy all banking covenants, both now and in the longer term, its capacity to grow is currently constrained by the amount of available headroom on its covenants.

It is anticipated that following completion of the Firm Placing and Placing and Open Offer, the net proceeds will be used by the Company to reduce outstanding net debt (although the Company is not required to do so) through the temporary repayment of the sum outstanding under the Group's revolving loan facility with the balance to be held as cash. The effect of this will be to reduce the Group's LTV ratio whilst also reducing the Group's interest expense.

Following the initial repayment of debt, the Company intends, whilst continuing its policy of maintaining appropriate headroom on its covenants, to make selected acquisitions of medical properties to expand its property portfolio. These acquisitions would be funded, in part, by redrawing those elements of the Group's bank facilities that can be redrawn. By maintaining LTV levels within covenant levels which will be effective from March 2010, the Group's portfolio (on a gross value basis) would be expanded by up to £204.1 million as a result of the New Issue assuming full investment of the net proceeds.

The Joint Managers have considerable expertise in sourcing suitable transactions. The Company has established relationships with property developers and has identified a development pipeline of 21 properties with a total unaudited value of approximately £90.2 million which the Company believes it could exploit. The Company's REIT status should also enable the Company to unlock latent value in properties held by potential corporate acquisition targets. As a UK-REIT, the Company will be able to extinguish possible latent tax liabilities on payment to HMRC of an entry charge of two per cent. of the aggregate market value of the relevant properties held by the target company at the date such company becomes a subsidiary undertaking of the Group. Accordingly, the Group should be able to make an offer to acquire companies holding properties without having to allow for latent tax liabilities in the price of the shares of such target companies. Therefore the Directors consider the Company to have a significant advantage in acquiring properties through the purchase of such companies compared with other non-REIT purchasers.

The table below sets out a summary of the current pipeline of acquisition opportunities (though there can be no guarantee that the Group will complete any investments in relation to these opportunities):

Geographical region	No. of indicative pipeline opportunities*	Acquisition Cost (£m)*	Rent roll (£m)*
North	7	27.6	-
Midlands	6	36.2	-
South East	3	12.6	-
South West	1	2.2	-
Wales	2	7.2	-
Scotland	2	4.4	-
Total	21	90.2	6.2

* Unaudited.

The Directors believe that the acquisition pipeline, if substantially exploited, will be significant for the Company, increasing the size of the portfolio and the rent roll, generating some economies of scale and helping the Company increase the critical mass regarded by the Directors as important to compete effectively with other property companies.

The Company intends to continue to make investments selectively. The combination of falling interest rates and increasing income yields has led to a positive yield gap making the investments more attractive which, the Directors believe have the potential to have a positive impact on cashflow and return on capital employed.

The Directors therefore believe that although the current economic climate may have an adverse impact on the net asset value of the Company in the short term, it also presents an attractive opportunity to make investments which may substantially increase shareholder value in the medium term, and accordingly propose to raise additional funds in order to pursue these opportunities.

The Board considers the Firm Placing and Placing and Open Offer to be a suitable fundraising structure as it will allow access to new investors to broaden the Company's shareholder base, whilst providing existing Shareholders with the opportunity to participate in the fundraising to an extent through the Open Offer.

Details of the Firm Placing and Placing and Open Offer

i)    Structure

PHP is proposing to raise gross proceeds of approximately £60.0 million (approximately £57.5 million net of expenses) by the issue of 26,086,956 new Ordinary Shares through the Firm Placing and Placing and Open Offer at 230 pence per New Share. Of the New Shares being issued, 19,033,667 of the New Shares will be issued through the Firm Placing and 7,053,289 of the New Shares will be issued through the Placing and Open Offer. In each case, the New Shares have been conditionally placed with institutional and other investors by Numis (subject, in the case of the Conditional Placed Shares, to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer). Qualifying Shareholders are being offered the right to subscribe for Open Offer Shares in accordance with the terms of the Open Offer. Qualifying Shareholders are not being offered the right to subscribe for the Firm Placed Shares.

The Issue Price was set having regard to the prevailing market conditions and the size of the New Issue. The Issue Price represents a discount of approximately 27.0 per cent. to the Closing Price of 315.0 pence per Ordinary Share on 17 September 2009 (being the last business day before the announcement of the Firm Placing and Placing and Open Offer). Given that the Issue Price represents a discount of greater than 10 per cent. to the Closing Price of the Shares on 17 September 2009, the Company is required, under the Listing Rules, to seek the approval of its Shareholders for the issue of the New Shares at the Issue Price. Accordingly, the General Meeting will consider, amongst other things, approving this matter.

The New Issue is expected to result in 26,086,956 new Ordinary Shares being issued (representing approximately 74.0 per cent. of the existing issued share capital and 42.5 per cent. of the Enlarged Ordinary Share Capital). The New Issue is being fully underwritten by Numis subject to, and in accordance with, the terms and conditions of the Underwriting Agreement, details of which will be set out in the Prospectus.

The New Issue has been structured in a way that is expected to have the effect of creating distributable reserves equal to the net proceeds of the New Issue less the par value of the New Shares issued by the Company. It should be possible for the Company to declare dividends from the aggregate distributable reserves created by the New Issue (together with any other distributable reserves of the Company) provided that the Company has sufficient cash resources to fund such dividends, the distributable reserves have not otherwise been reduced and the Directors consider it appropriate to declare such dividends.

ii)    Firm Placing

The Firm Placees required the Firm Placing in order to give them certainty as to the size of their shareholding in the Company following the fundraising. The Firm Placees have conditionally agreed to subscribe for 19,033,667 of the New Shares at the Issue Price (representing gross proceeds of approximately £43.8 million and approximately 31.0 per cent. of the Enlarged Ordinary Share Capital). The Firm Placed Shares are not subject to clawback to satisfy the valid applications by Qualifying Shareholders under the Open Offer and are not part of the Placing and Open Offer.

iii)    Placing and Open Offer

The Directors recognise the importance of pre-emption rights to Shareholders and consequently 7,053,289 of the New Shares are being offered to existing Shareholders by way of the Open Offer. The Open Offer provides an opportunity for Qualifying Shareholders to participate in the fundraising by both subscribing for their respective Basic Entitlements and by subscribing for Excess Shares under the Excess Application Facility, subject to availability. Under the Placing and Open Offer, the Company intends to issue 7,053,289 New Shares at the Issue Price (representing gross proceeds of approximately £16.2 million and approximately 11.5 per cent. of the Enlarged Ordinary Share Capital).

As part of the Placing and Open Offer, 7,053,289 of the New Shares are being allocated to placees who have agreed to subscribe for the Conditional Placed Shares pursuant to the Placing. The Conditional Placed Shares are subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer.

In the event that valid applications are not received in respect of any of the Open Offer Shares under the Open Offer, unallocated Open Offer Shares may be allotted to Qualifying Shareholders to meet any valid applications under the Excess Application Facility and, to the extent that there remain any unallocated Open Offer Shares, they will be placed under the Placing.

iv)    Basic Entitlements

Qualifying Shareholders are being offered the opportunity to subscribe at the Issue Price for Open Offer Shares on the following basis:

1 Open Offer Share for every 5 Existing Ordinary Shares

registered in their name at the close of business on the Record Date.

Basic Entitlements under the Open Offer 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 under the Excess Application Facility and/or the Placing. The aggregate number of Open Offer Shares available for subscription pursuant to the Open Offer will not exceed 7,053,289 of the New Shares.

If you have sold or otherwise transferred all of your Existing Ordinary Shares before the ex-entitlement date, you are not entitled to participate in the Open Offer.

v)    Excess Application Facility

Subject to availability, the Excess Application Facility enables Qualifying Shareholders to apply for any whole number of Excess Shares in excess of their Basic Entitlements up to a maximum number of Excess Shares equal to approximately 0.54 times the number of Existing Shares registered in their name at the Record Date. Qualifying Non-CREST Shareholders who wish to apply to subscribe for more than their Basic Entitlements should complete the relevant sections on the Application Form. Qualifying CREST Shareholders who wish to apply to subscribe for more than their Basic Entitlements will have Excess CREST Open Offer Entitlements credited to their stock account in CREST and should refer to the Prospectus for information on how to apply for Excess Shares pursuant to the Excess Application Facility.

Excess applications may be allocated in such manner as the Directors determine, in their absolute discretion, and no assurance can be given that applications by Qualifying Shareholders under the Excess Application Facility will be met in full or in part or at all.

vi)    Dilution

If a Qualifying Shareholder does not take up his Basic Entitlements in full, such Qualifying Shareholder's holding will be diluted by up to approximately 42.5 per cent. as a result of the Firm Placing and the Placing and Open Offer. Furthermore, Qualifying Shareholders who take up their Basic Entitlements in full in respect of the Open Offer will suffer dilution of approximately 31.0 per cent. to their shareholdings in the Company as a result of the Firm Placing. 

vii)    Application procedure under the Open Offer

Further information on the application procedure under the Open Offer and the terms and conditions on which it is made, including the procedure for application and payment, will be set out in the Prospectus and, where relevant, in the Application Form.

viii)    Conditionality

The Firm Placing and Placing and Open Offer are conditional, inter alia, upon:

• the passing of the Resolutions without amendment to be proposed at the General Meeting to be held on 6 October 2009;

• the Underwriting Agreement having become unconditional in all respects save for the condition relating to Admission; and

• Admission becoming effective by not later than 8.00 a.m. on 7 October 2009 (or such later time and date as the Company and Numis may agree, not being later than 8.00 a.m. on 21 October 2009).

Prior to Admission, Numis may terminate the Underwriting Agreement in certain defined circumstances. Following Admission, the Underwriting Agreement cannot be terminated.

ix)    Important notice

The New Shares are not being made available in whole or in part to the public except under the terms of the Open Offer. The Open Offer is not being made to Shareholders in the United States or in any jurisdiction in which such an offer or solicitation would be unlawful. 

The Open Offer is not a rights issue. Invitations to apply under the Open Offer are not transferable unless to satisfy bona fide market claims and the Application Form is not a document of title and cannot be traded. Qualifying Shareholders should be aware that, in the Open Offer, unlike in the case of a rights issue, any Open Offer Shares not applied for under the Open Offer will not be sold in the market or placed for the benefit of Qualifying Shareholders, but will be taken up under the Excess Application Facility and/or the Placing, with the proceeds retained for the benefit of the Company.

Current trading and prospects

On 18 August 2009, PHP announced its unaudited half year report for the six months ended 30 June 2009. Since the date of this announcement, trading has been in line with the Directors' expectations.

Capital resources

The Group finances its operations through a combination of equity and debt, with the maximum ratio between them fixed by the Group's loan facilities. During 2008, the Company secured additional facilities of £65.0 million, resulting in total facilities available to the Group of £265.0 million (of which £255 million is on a term loan basis and £10 million is available on an overdraft basis) as at 30 June 2009. The Group's existing term facilities mature in January 2013.

Taking into account existing gross debt of approximately £207.0 million at 30 June 2009 and further commitments of approximately £34.2 million, this leaves approximately £13.8 million of available debt facilities to allow the Company to continue with its acquisition policy. The Group's interest cover and LTV ratio for the six months ended 30 June 2009 were approximately 1.9 times and 66 per cent., respectively.

Under the financial covenants of the Group's banking facilities, the maximum LTV ratio is 75 per cent. which reduces to 70 per cent. in March 2010. Following the New Issue, the Company intends to operate with a maximum target LTV ratio of 70 per cent.

The Group is in discussions with an existing lender with a view to increasing its available banking facilities following completion of the Firm Placing and Placing and Open Offer. Any additional facilities will be used to help fund further investment in the Group's property portfolio.

Intentions of Directors

Each of the Directors is supportive of the fundraising and the Directors have irrevocably undertaken to subscribe or apply, in aggregate, for 1,156,771 New Shares under the Firm Placing and Placing and Open Offer.

Harry Hyman has irrevocably undertaken to apply for his full Basic Entitlement of 9,394 Open Offer Shares in respect of his beneficial holdings of Ordinary Shares and to subscribe for 869,565 Firm Placed Shares in respect of the non-beneficial holdings of Ordinary Shares held on behalf of Nexus Group Holdings Limited in the Firm Placing. Upon Admission, Mr Hyman intends to sell all of the New Shares he has subscribed for on behalf of Nexus Group Holdings Limited in the Firm Placing and simultaneously enter into a contract for difference over the same number of Ordinary Shares.

James Hambro has irrevocably undertaken to apply for his full Basic Entitlements of, in aggregate, 62,969 Open Offer Shares in respect of his beneficial holdings of Ordinary Shares and his non-beneficial holdings of Ordinary Shares held on behalf of J O Hambro Capital Management Limited. In addition, Mr Hambro has irrevocably undertaken to subscribe for, in aggregate, 169,926 Firm Placed Shares in respect of his beneficial and non-beneficial holdings which will ensure that he does not suffer dilution to his economic interest of 0.89 per cent. in the Company.

Graeme Elliot has irrevocably undertaken to apply for his full Basic Entitlement of 1,076 Open Offer Shares and to subscribe for 6,905 Firm Placed Shares. Martin Gilbert has irrevocably undertaken to apply for his full Basic Entitlement of 7,321 Open Offer Shares and to subscribe for 13,231 Firm Placed Shares. Ian Rutter and Mark Creedy have each irrevocably undertaken to subscribe for 5,000 Firm Placed Shares (Dr Rutter and Mr Creedy do not currently hold any Ordinary Shares). Alun Jones has irrevocably undertaken to apply for his full Basic Entitlement, of 1,726 Open Offer Shares and to subscribe for 4,658 Firm Placed Shares to ensure that his economic interest in the Company is not diluted.

In addition, each of the Directors has irrevocably undertaken to vote in favour of all of the Resolutions in respect of his own beneficial holding to the extent that he has any such holding, which together amount to 102,653 Ordinary Shares representing approximately 0.29 per cent. of the Company's existing issued share capital.

Dividends and dividend policy

On 18 August 2009, the Board announced that it was intending to pay an interim cash dividend of 8.5 pence per Share in respect of the six months ended 30 June 2009. The interim cash dividend will be paid on 20 November 2009 to Shareholders on the register on 9 October 2009. The New Shares, when issued and fully paid, will rank in full for all dividends or distributions made, paid or declared after the date of the Prospectus or otherwise pari passu in all respects with the Existing Ordinary Shares, save that they will not participate in the interim cash dividend for the six months ended 30 June 2009 referred to above. No PIDS have been paid since 1 January 2007, when the Board advised that dividends would either be cash, PIDs or a combination of the two.

The Company intends to continue to pay substantially all of its earnings as dividends in line with current dividend policy, though there can be no guarantee of the level of future dividends, if any.

Scrip dividend 

The authority given by Shareholders in 2002 to enable the Directors to establish a scrip dividend scheme lapsed in 2007.

Accordingly, the Company would like to propose a Resolution giving the Directors authority to offer existing Shareholders on the register of members at the Interim Dividend Record Date the opportunity to elect to receive a scrip dividend instead of receiving the Interim Dividend in cash.

Adoption of New Articles

At the General Meeting, a Resolution will be proposed to adopt the New Articles to take account of changes in English company law brought about by the enactment on 1 October 2009 of the remainder of the 2006 Act and the City of London Law Society guidance on the interpretation of the new 2006 Act provisions.  Further details of the changes to be proposed in the New Articles will be set out in the Prospectus. 

Admission to trading and dealing arrangements

An application will be made to the UKLA for the New Shares to be admitted to the Official List and to the London Stock Exchange's market for listed securities for such shares to be admitted to trading. It is expected that Admission will become effective and that dealings in the New Shares will commence at 8.00 a.m. on 7 October 2009.

No application is currently intended to be made for the Existing Ordinary Shares or the New Shares to be admitted to listing or dealt with on any other exchange.

The results of the Open Offer will be announced on a Regulatory Information Service.

General Meeting

For the purpose of effecting the Firm Placing and Placing and Open Offer, the New Issue Resolutions will be proposed at the General Meeting. The Firm Placing and Placing and Open Offer are conditional on such Resolutions being passed. Shareholders should read the full text of the Resolutions contained in the notice of General Meeting as set out in the Prospectus. Certain of the New Issue Resolutions will be proposed as ordinary resolutions and certain of the Resolutions will be proposed as special resolutions. 

Shareholders should note that if the New Issue Resolutions are not passed the Firm Placing and Placing and Open Offer will not become effective.

Recommendation

The Board considers the Firm Placing and Placing and Open Offer and the passing of the Resolutions to be in the best interests of Shareholders as a whole. Accordingly, the Board recommends unanimously that Shareholders vote in favour of all of the Resolutions, as each of the Directors has irrevocably undertaken to do in respect of his own beneficial holding to the extent that he has any such holding, which together amount to 102,653 Ordinary Shares representing approximately 0.29 per cent. of the Company's existing issued share capital.

Shareholders should also be aware that if the New Issue Resolutions to be proposed at the General Meeting are not passed and Admission does not take place, the Firm Placing and Placing and the Open Offer will lapse and accordingly the net proceeds will not be received by the Company.

Expected timetable of principal events for the Firm Placing and Placing and Open Offer

Each of the times and dates set out below and mentioned in this announcement and the Prospectus may be adjusted by the Company, in which event details of the new times and dates will be notified to the FSA, the London Stock Exchange and, where appropriate, Qualifying Shareholders. References to a time of day are to London time.

Record Date for entitlement under the Open Offer	close of business on 16 September 2009
Announcement of the Firm Placing and Placing and Open Offer, publication and posting of the Prospectus, Form of Proxy and Application Forms	18 September 2009
Ex-entitlement date for the Open Offer	18 September 2009
Basic Entitlements and Excess CREST Open Offer Entitlements credited to stock accounts of Qualifying CREST Shareholders in CREST	as soon as possible after 8.00 a.m. on 21 September 2009
Recommended latest time for requesting withdrawal of Basic Entitlements and Excess CREST Open Offer Entitlements into CREST	4.30 p.m. on 29 September 2009
Latest time for depositing Basic Entitlements and Excess CREST Open Offer Entitlements into CREST	3.00 p.m. on 30 September 2009
Latest time and date for splitting of Application Forms (to satisfy bona fide market claims only)	3.00 p.m. on 1 October 2009
Latest time and date for receipt of Forms of Proxy	10.00 a.m. on 4 October 2009
Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or Settlement of relevant CREST Instruction	11.00 a.m. on 5 October 2009
General Meeting	10.00 a.m. on 6 October 2009
Admission and commencement of dealings in New Shares	by 8.00 a.m. on 7 October 2009
CREST members' accounts credited in respect of New Shares in uncertificated form	as soon as possible after 8.00 a.m. on 7 October 2009
Despatch of definitive share certificates for New Shares in certificated form	within 5 Business Days of Admission

Other

It is anticipated that a Prospectus providing further details of the Firm Placing and Placing and Open Offer and convening the General Meeting will be published today and posted to Shareholders. Copies of the Prospectus will be available from the registered office of PHP at Ground Floor, Ryder Court, 14 Ryder Street, London SW1Y 6QB. 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 its publication until Admission at the offices of Nabarro LLP, Lacon House, 84 Theobald's Road, London WC1X 8RW.

APPENDIX I

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

"2006 Act"	the Companies Act 2006 as amended.
"Admission"	effective in accordance with the Listing Rules and the admission of such shares to trading on the London Stock Exchange's market for listed securities becoming effective in accordance with the Admission and Disclosure Standards.
"Admission and Disclosure Standards"	the "Admission and Disclosure Standards" of the London Stock Exchange containing, among other things, the admission requirements to be observed by companies seeking admission to trading on the London Stock Exchange's main market for listed securities.
"Application Form"	the application form to accompany the Prospectus on which Qualifying Non-CREST Shareholders may apply for Open Offer Shares under the Open Offer (including under the Excess Application Facility).
"Basic Entitlements"	the pro rata entitlement of Qualifying Shareholders to subscribe for 1 Open Offer Share for every 5 Existing Ordinary Shares registered in their name as at the Record Date.
"Board"	the directors of PHP.
"Business Day"	a day (other than a Saturday, Sunday or public holiday) on which banks are generally open for business in the City of London for the transaction of normal banking business.
"Closing Price"	the closing middle market quotation as derived from the Daily Official List of the London Stock Exchange on a particular day.
"Conditional Placed Shares"	the 7,053,289 Open Offer Shares to be allotted and issued by the Company under the Placing subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer, pursuant to the Underwriting Agreement.
"CREST"	the relevant system, as defined in the CREST Regulations (in respect of which Euroclear is the operator as defined in the CREST Regulations).
"Daily Official List"	the daily record setting out the prices of all trades in shares and other securities conducted on the London Stock Exchange.
"Directors"	the executive director and non-executive directors of the Company whose names are set out in the Prospectus.
"Excess Application Facility"	the arrangement pursuant to which Qualifying Shareholders may apply for additional Open Offer Shares in excess of their Basic Entitlements in accordance with the terms and conditions of the Open Offer.
"Excess CREST Open Offer Entitlement"	in respect of each Qualifying CREST Shareholder, the entitlement (in addition to their basic entitlement) to apply for Existing Ordinary Shares up to 0.5397107 times the number of Existing Shares registered in their names as at the Record Date, credited to their stock account in CREST, pursuant to the Excess Application Facility
"Excess Shares"	Open Offer Shares applied for by Qualifying Shareholders under the Excess Application Facility.
"Existing Ordinary Shares"	the 35,266,448 Ordinary Shares in issue as at the date of this announcement.
"Financial Services Authority" or "FSA"	the Financial Services Authority of the United Kingdom.
"Firm Placed Shares"	the 19,033,667 new Ordinary Shares which are to be allocated pursuant to the Firm Placing.
"Firm Placing"	the conditional placing by Numis on behalf of the Company of the Firm Placed Shares pursuant to the Underwriting Agreement.
"Form of Proxy"	the form of proxy for use at the General Meeting, which will be enclosed with the Prospectus.
"FSMA"	Financial Services and Markets Act 2000, as amended.
"General Meeting"	the general meeting of PHP to be held at 10.00 a.m. on 6 October 2009, notice of which will be set out at the end of the Prospectus.
"GP"	General Practitioner.
"Group"	the Company and its subsidiaries at the date of this announcement..
"Interim Dividend"	the dividend of 8.5 pence per Existing Ordinary Share declared on 18 August 2009 in respect of the six months ended 30 June 2009.
"Interim Dividend Record Date"	5.00 p.m. on 9 October 2009.
"Issue Price"	230 pence per New Share.
"Listing Rules"	the Listing Rules made by the FSA under Part VI of FSMA.
"London Stock Exchange"	London Stock Exchange plc.
"LTV"	loan-to-value.
"New Articles"	new articles of association to be proposed to be adopted pursuant to the Resolutions.
"New Issue"	the issue of 26,086,956 New Shares pursuant to the Firm Placing and Placing and Open Offer.
"New Issue Resolutions"	the Resolutions required to be passed in order to implement the New Issue as will be set out in the Notice of General Meeting.
"New Shares"	the Open Offer Shares and the Firm Placed Shares.
"Notice of General Meeting"	the notice of the General Meeting, a copy of which will be set out at the end of the Prospectus.
"Numis"	Numis Securities Limited.
"Official List"	the Official List of the FSA pursuant to Part VI of FSMA.
"Open Offer"	the conditional invitation to Qualifying Shareholders to subscribe for the Open Offer Shares at the Issue Price on the terms and subject to the conditions set out in the Prospectus and in the case of Qualifying Non-CREST Shareholders only, the Application Form.
"Open Offer Shares"	the 7,053,289 new Ordinary Shares to be allotted and issued pursuant to the Open Offer.
"Ordinary Shares" or "Shares"	ordinary shares of 50 pence each in the share capital of the Company.
"Overseas Shareholders"	Shareholders with registered addresses outside the United Kingdom or who are citizens or residents of countries outside the United Kingdom.
"PCT"	Primary Care Trust.
"PHP" or the "Company"	Primary Health Properties PLC, a public limited company incorporated in England and Wales with registered number 03033634.
"PID"	property income distribution.
"Placing"	the conditional placing by Numis on behalf of the Company of the Conditional Placed Shares pursuant to the Underwriting Agreement.
"Prospectus"	the prospectus to be published by the Company comprising a prospectus under the prospectus rules made by the FSA relating to the Company for the purposes of the Firm Placing and Placing and Open Offer and Admission.
"Qualifying CREST Shareholders"	Qualifying Shareholders holding Ordinary Shares in uncertificated form in CREST at close of Business on the Record Date.
"Qualifying Non-CREST Shareholders"	Qualifying Shareholders holding Ordinary Shares in certificated form at close of business on the Record Date.
"Qualifying Shareholders"	holders of Ordinary Shares on the register of members of the Company at the Record Date with the exclusion (subject to certain exemptions) of Overseas Shareholders.
"Record Date"	5.00 p.m. on 16 September 2009.
"Regulatory Information Service"	one of the regulatory information services authorised by the UK Listing Authority to receive, process and disseminate regulatory information in respect of listed companies.
"REIT"	Real Estate Investment Trust.
"Resolutions"	the resolutions to be proposed at the General Meeting to be set out in the Notice of General Meeting.
"RPI"	retail price index.
"Shareholders"	a holder of Ordinary Shares from time to time.
"UK Listing Authority" or "UKLA"	the FSA acting in its capacity as competent authority for the purposes of Part VI of FSMA.
"Underwriting Agreement"	the underwriting agreement dated 18 September 2009 between the Company and Numis relating to the Firm Placing and Placing and Open Offer, details of which will be set out in the Prospectus.
"United Kingdom" or "UK"	the United Kingdom of Great Britain and Northern Ireland.
"United States"	the United States of America.
"US Securities Act"	the United States Securities Act 1933, as amended.

IMPORTANT NOTICE

This announcement is an advertisement and does not constitute a prospectus or prospectus equivalent document.  Nothing in this announcement should be interpreted as a term or condition of the Firm Placing and Placing and Open Offer. Investors should not subscribe for or purchase any New Shares except on the basis of the information contained in the Prospectus to be published today and incorporated by reference into the Prospectus. The Prospectus, when published, will be made available on PHP's website and will be available for inspection at the UK Listing Authority's announcement viewing facility.  

This announcement does not constitute or form part of any offer or invitation to purchase, or 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.  

The information contained in this announcement is not for release, publication or distribution to persons in the United States, Canada, Australia, Japan, New Zealand or The Republic of South Africa or in any jurisdiction where to do so would breach any applicable law. The New Shares have not been and will not be registered under the securities laws of such jurisdictions and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within such jurisdictions except pursuant to an exemption from and in compliance with any applicable securities laws.

The information in this announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the US Securities Act or the applicable laws of other jurisdictions.

The New Shares have not been and will not be registered under the US Securities Act, or under the 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 except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US 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 offering of the New Shares in the United States. The New Shares offered outside the United States are being offered in reliance on Regulation S under the US Securities Act.

The availability of the Firm Placing and Placing and Open Offer to persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

Numis Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as sponsor, underwriter and broker exclusively to the Company and for no one else in connection with the Firm Placing and Placing and Open Offer and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Firm Placing and Placing and Open Offer and Admission or any other matters referred to in this announcement.

This announcement has been issued by, and is the sole responsibility of, Primary Health Properties PLC. Apart from the responsibilities and liabilities, if any, which may be imposed by the FSMA, neither Numis nor any of its affiliates, parent undertakings, subsidiary undertakings or subsidiaries of their parent undertakings or any of their respective directors, officers, employees or advisers or any other person accepts any responsibility whatsoever and makes no representation or warranty, express or implied, for or in respect of the contents of this announcement or as to the accuracy or completeness or fairness of the information or opinions contained in this announcement and, without prejudice to the generality of the foregoing, no responsibility or liability is accepted by any of them for any such information or opinions or for any errors or omissions.

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

Note regarding forward-looking statements:

This announcement and some of the materials distributed in connection with this announcement may include forward-looking statements which reflect the Group's or, as appropriate, the Directors' current views with respect to financial performance, business strategy, plans and objectives of management for future operations (including development plans relating to the Group's products and services). These statements include forward-looking statements both with respect to the Group and the sectors and industries in which the Group operates. Statements which include the words "expects", "intends", "plans", "believes", "projects", "anticipates", "will", "targets", "aims", "may", "would", "could", "continue" and similar statements of a future or forward-looking nature identify forward-looking statements. All forward-looking statements address matters that 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 circumstance that may or may not occur in the future. Forward-looking statements are not guarantees of future performance.  Accordingly, there are or will be important factors that could cause the Group's actual results to differ materially from those indicated in these statements. These forward-looking statements speak only as of the date of this announcement. Any forward-looking statements in this announcement reflect the Group's current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to the Group's business, results of operations, financial conditions, growth strategy and liquidity. Subject to obligations under applicable laws and regulations, the Company undertakes no obligation publicly to update or review any forward-looking statement to reflect events or circumstances after the date of this announcement, whether as a result of new information, future developments or otherwise. 

No statement in this announcement is intended to be a profit forecast or to imply that earnings of the Company for the current year or future years will necessarily match or exceed the historical or published earnings of the Company.

You are advised to read this announcement and, once available, the Prospectus and the information incorporated by reference therein, in their entirety for a further discussion of the factors that could affect the Company's or the Group's future performance and the industries in which they operate. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this announcement may not occur.

Other than in accordance with their legal or regulatory obligations, neither the Company nor Numis undertakes any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future events or otherwise.

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

Any person receiving this announcement is advised to exercise caution in relation to the Firm Placing and Placing and Open Offer. If in any doubt about any of the contents of this announcement, independent professional advice should be obtained.

 

END

 

 

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