Irrevocable Undertaking Update

RNS Number : 0670R

Primary Health Properties PLC

25 February 2019

 

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

For Immediate Release                                                                                       25 February 2019

Primary Health Properties PLC

Recommended All-Share Merger of Primary Health Properties Plc ("PHP" or the "Company") and MedicX Fund Limited ("MedicX") - Irrevocable Undertaking Update

Further to the announcement on 20 February 2019 providing an update to the irrevocable undertaking from Investec Wealth & Investment to PHP, the Company has been notified by Investec Wealth & Investment that it has been obliged to sell a further 12,000 shares in its discretionary holding in MedicX. Accordingly, the irrevocable undertaking from Investec Wealth & Investment is now in respect of:

-     26,107,834 MedicX Shares, representing approximately 5.895% of the ordinary share capital of MedicX in issue as at close of business on 22 February 2019; and

-     37,121,961 PHP Shares, representing approximately 4.736% of the ordinary share capital of PHP in issue as at close of business on 22 February 2019.

The Company has been notified that Harry Hyman has acquired a total of 2,281 PHP Shares and Anita Hyman, his wife and a close relative has acquired a total of 473 PHP Shares in connection with the Company's scrip dividend offer, which took place on 22 February 2019. Per the terms of the irrevocable undertaking given by Mr Hyman, the details of which were contained in the announcement on 24 January 2019 detailing the recommended all-share merger between PHP and MedicX, these additional shares fall to be included in the irrevocable undertaking from Harry Hyman and his close associates, such that it is now given in respect of 12,839,370 PHP Shares, representing approximately 1.636% of the ordinary share capital of PHP in issue as at close of business on 22 February 2019.

In addition, the Company has been notified that Dr Stephen Kell has acquired a total of 155 PHP Shares in connection with the Company's scrip dividend offer, which took place on 22 February 2019. Per the terms of the irrevocable undertaking given by Dr Kell, the details of which were contained in the announcement on 24 January 2019 detailing the recommended all-share merger between PHP and MedicX, these additional shares fall to be included in the irrevocable undertaking from Dr Kell and his close associates, such that it is now given in respect of 14,337 PHP Shares, representing approximately 0.002% of the ordinary share capital of PHP in issue as at close of business on 22 February 2019.

The Company has also been notified that Richard Howell has been granted beneficial ownership of 27,315 PHP Shares purchased by Nexus Central Management Services Limited and held as bare trustee, which took place on 25 February 2019. Per the terms of the irrevocable undertaking given by Mr Howell, the details of which were contained in the announcement on 24 January 2019 detailing the recommended all-share merger between PHP and MedicX, these additional shares fall to be included in the irrevocable undertaking from Richard Howell and his close associates, such that it is now given in respect of 155,523 PHP Shares, representing approximately  0.02% of the ordinary share capital of PHP in issue as at close of business on 22 February 2019.

This announcement is made under Rule 2.10 of the Takeover Code.

Enquiries:

Paul Wright,

for Nexus Management Services Limited, Company Secretary

Telephone: [phone]

LEI: 213800Y5CJHXOATK7X11

This announcement is for information purposes only. It is not intended to and does not constitute, or form part of, any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Merger or otherwise, nor shall there be any sale, issuance or transfer of securities of MedicX pursuant to the Merger or otherwise in any jurisdiction in contravention of applicable law. The Merger will be implemented solely by means of the Scheme Document (or, in the event that the Merger is to be implemented by means of a Takeover Offer, the offer document) or any document by which the Merger is made which will contain the full terms and conditions of the Merger, including details of how to vote in respect of the Merger.

This announcement does not constitute a prospectus or prospectus equivalent document.

This announcement has been prepared for the purpose of complying with Guernsey law, English law, the Takeover Code, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules 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 of jurisdictions outside of England or Guernsey.

A copy of this announcement will be made available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at www.phpgroup.co.uk/investors by no later than 12 noon (London time) on the Business Day following the date of this announcement.

 

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