Issue of Equity
Primary Health Properties PLC
15 March 2007
15 March 2007
Primary Health Properties PLC
("PHP" or the "Company")
Proposed Placing and Open Offer of up to 9,309,376 New Ordinary Shares at 430p
per share
Primary Health Properties, the Official Listed and dedicated healthcare UK-REIT,
which is one of the UK's largest providers of modern primary healthcare
facilities, today announces that it has agreed, subject to shareholder approval,
to raise approximately £38.6m million (net of expenses) by way of a Placing and
Open Offer at 430p per share. Once approved by shareholders, the funds will
provide increased working capital for PHP, increasing PHP's capacity for further
growth.
The Placing and Open Offer
Highlights
* Placing and Open Offer to raise approximately £38.6 million (net of expenses)
* 7,441,860 New Ordinary Shares to be placed with institutional and other
investors, such Placing is underwritten by Numis Securities
* Open Offer of 1,867,516 New Ordinary Shares to Qualifying Shareholders
* Issue price of 430p per share which represents a discount of approximately 4
per cent to the closing middle market price on 14 March 2007 (the last
business day preceding the announcement of the Placing and Open Offer)
* Use of proceeds:
- provide increased working capital for PHP
- increase PHP's capacity for further growth
- enable the Company to take advantage of increased opportunities to
purchase property portfolios
* The Placing and Open Offer are subject to the approval of Shareholders which
is to be sought at an EGM to be held on 11 April 2007
* The Prospectus describing the terms of the Placing and Open Offer is expected
to be posted to shareholders later today.
* PHP has also today announced its interim results to 31 December 2006.
Highlights include:
o NAV per share of 421p
o Interim dividend of 7.5p per share
Commenting on the proposed Placing and Open Offer, Harry Hyman, Managing
Director of Primary Health Properties, said:
"We are delighted to have secured significant new capital from both new and
existing investors. Our shareholders continue to recognise the long term growth
potential of Primary Health Properties and its commitment to deliver attractive
returns for shareholders. With this additional capital we will look forward to
accelerating the expansion of our property portfolio. We are confident that PHP
will continue to deliver excellent shareholder value."
-ends-
For further information please contact
Primary Health Properties PLC
Harry Hyman, Managing Director Tel: 07973 344768
Numis Securities
David Poutney/ /David Shapton Tel: 020 7776 1500
Bell Pottinger
David Rydell/ Victoria Geoghegan Tel: 020 7861 3232
The Placing and Offer
The Board today announces that it is proposing to raise approximately £38.6
million (net of expenses) by way of the Placing and Open Offer at 430p per share
in order to provide working capital for PHP and thus increase capacity for
further growth. Numis Securities, PHP's sponsor, stockbroker and underwriter,
has agreed to use reasonable endeavours to procure subscribers for, or failing
which itself to subscribe for, new ordinary shares not taken up under the
Placing.
The Placing and Open Offer is conditional upon the approval of Shareholders at
the forthcoming Extraordinary General Meeting. The purpose of the Prospectus
expected to be published later today is to; (i) set out the terms of the Placing
and Open Offer; (ii) explain why the Board considers the Placing and Open Offer
to be in the best interests of the Company and its Shareholders; and (iii)
convene the Extraordinary General Meeting at which the Resolutions will be
proposed.
The Extraordinary General Meeting is to be held on 11 April 2007, at 11am at the
registered office of PHP; Ground Floor, Ryder Court, 14 Ryder Street, London
SW1Y 6QB.
PLACING AND OPEN OFFER STATISTICS
Number of New Ordinary Shares pursuant to the Placing: 7,441,860
Number of New Ordinary Shares pursuant to the Open Offer: Up to 1,867,516
Number of Ordinary Shares in issue following completion of the
Placing and the Open Offer:
(assuming full subscription) 33,587,094
Issue Price: 430p
Estimated net proceeds of the Placing and Open Offer: £38.6 million
Market capitalisation of the Company at the Issue Price following
completion of the Placing and Open offer (assuming full subscription
under the open offer): £144.4 million
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Event Time and Date
Record Date for entitlement under the Open Offer Close of business on 14 March 2007
Despatch Prospectus 15 March 2007
Latest time and date for splitting Application Forms (to satisfy 3pm on 4 April 2007
bona fide market claims only)
Latest time and date for acceptance and payment in full 3pm on 10 April 2007
Latest time and date for receipt of Forms of Proxy 11am on 9 April 2007
Extraordinary General Meeting 11 am on 11 April 2007
Dealings in New Ordinary Shares to commence 8 am on 12 April 2007
CREST Stock Accounts to be credited 12 April 2007
Despatch of definitive certificates for New Ordinary Shares 18 April 2007
Each of the times and dates in the above timetable is subject to change, in
which event details of the new times and/or dates will be notified to the UK
Listing Authority and the London Stock Exchange and, where appropriate,
Shareholders. References to times in this document are to London time. Please
note that any Existing Ordinary Shares sold prior to the close of business on 14
March 2007, the Business Day before the Existing Ordinary Shares will trade
ex-entitlement, will be sold to the purchaser with the right to receive
entitlements under the Open Offer.
BACKGROUND TO AND REASONS FOR THE PLACING AND OPEN OFFER AND USE OF PROCEEDS
The Directors believe that following the Company's conversion on 1 January 2007
to a UK-REIT there will be increased opportunities to purchase portfolios of
properties and wish to be in a position to take advantage of these.
The Company is not allowed to have a rental to interest ratio of less than 1.25
times under UK-REIT legislation. Using its existing capital base of some £102
million as at 31 December 2006, the Group could therefore grow its portfolio to
a maximum of some £400m although in practice a slightly lower maximum would
prevail in order to allow operating flexibility to the Group.
The publicity surrounding the launch of UK-REITs and the Company's position in
the vanguard of companies converting to UK-REIT status have also raised the
profile of the Group. The results for the six months to 31 December 2006 also
announced today reflect a period of strong performance and the Directors
consider it an opportune time to increase the capital base of the Company to
take advantage of opportunities in the market place. Although revaluation
surpluses have enabled the Group to increase its potential portfolio size and
may continue to do so, the Directors wish to create further headroom by raising
up to £40 million before costs to further enhance the Group's capital base
taking the opportunity of giving existing shareholders the opportunity to
increase their holding and at the same time widening the Group's shareholder
base. Based on a capital raise of approximately £38.6 million (net of expenses)
this would enable the Group's portfolio to increase by approximately £154
million.
SUMMARY OF THE PLACING AND OPEN OFFER
Under the terms of the Placing and Open Offer, the Company intends to raise up
to £38.6 million (net of expenses). Qualifying Shareholders are being given the
opportunity to participate in the fundraising by way of the Open Offer. Numis
has agreed to use reasonable endeavours to procure subscribers for, or failing
which to subscribe itself for, New Ordinary Shares not taken up under the
Placing. The Open Offer is not underwritten.
Qualifying Shareholders are being offered the opportunity to subscribe at the
Issue Price for Open Offer Shares under the Open Offer on the basis of:
1 Open Offer Share for every 13 Existing Ordinary Shares
held on the Record Date. Fractional entitlements to Open Offer Shares will not
be allocated but will be aggregated and sold for the benefit of the Company.
Valid applications by Qualifying Shareholders may only be made on a personalised
Application Form. Application Forms are personal to Qualifying Shareholders and
may not be transferred except to satisfy bona fide market claims.
Qualifying Shareholders should be aware that the Open Offer is not a rights
issue, and therefore any Open Offer Shares not applied for under the Open Offer
will not be sold in the market for their benefit but may be allocated to those
Qualifying Shareholders electing to subscribe for excess Open Offer Shares.
Whilst Qualifying Shareholders may subscribe for their maximum pro-rata
entitlement under the Open Offer they can also elect to subscribe for any Open
Offer Shares not taken up under the Open Offer.
Further details of the terms and conditions of the Placing and the Open Offer
are set out in the Prospectus, expected to be posted later today.
The latest time and date for acceptance and payment in full will be 3pm on 10
April 2007.
Selected Financial Information
The Prospectus, expected to be published later today, will include the Company's
consolidated unaudited financial information for the six month period to 31
December 2006. The Group's profit after taxation for the six months ended 31
December 2006 was £9.0 million. Adjusted for the UK-REIT conversion charge and
release of the deferred tax provisions, profits for the period were £30 million.
The Group reported an unaudited cash inflow from operating activities of £5.4
million. The Group negotiated increases in its loan facilities in February 2007
amounting to a total loan facility of £150 million with Royal Bank of Scotland
plc (of which £140 million is a term loan) and a £50 million total term loan
facility from Allied Irish Banks plc.
Current Trading and Prospects
The start of the new calendar year has seen continued progress being made on
those schemes where the Company has exchanged contracts and pre-let buildings
are being constructed for the Company at Kettering, Poundbury, Hebburn and
Penkridge. Work has also now commenced on all of the sites acquired as part of
the PHIP CHH acquisition. The development of the new pre-let pharmacy next to
the GP practice at Hoddesdon, the extension of the Milton Keynes property and
the developments at Sheerness and Sutton have commenced while the development at
Handcross is approaching completion. The Group expects all of these projects to
be completed in the next twelve months.
During the period since the turn of the year the Company announced the
completion of an existing surgery and pharmacy in Wednesdbury for £1.5m.
Moreover, the Company's existing pipeline of deals under negotiation remains
strong. On the rental side the Company continues to progress the rent review
programme. The Directors believe that the Company's UK-REIT status will lead to
a larger number of portfolio acquisition opportunities
Dividends and Dividend Policy
The Board today announced the payment of an interim dividend of 7.5p per
Ordinary Share in respect of the six months ended 31 December 2006. The dividend
will be paid on 22 May 2007 to Shareholders who are registered on the Register
of Members on 23 March 2007. The Group will pay a minimum of 90 per cent. of the
profits of its tax exempt business in dividends in line with current dividend
policy and in accordance with UK-REIT legislation
Capital Resources
The Group finances its operations through a combination of equity and debt
albeit that the maximum ratio between them is limited by the Group's loan
facilities. Debt funding has grown in line with increases in the Group's capital
base. The Group currently has available the following facilities; (i) an RBS
revolving advances facility of £10 million; (ii) an RBS long term loan facility
amounting to £140 million; and (iii) an AIB multi-currency revolving loan
facility of £50 million. As at 31 December 2006, the Group's net debt had
increased from £113 million (financial year ended 30 June 2006) to £153.25
million. The net proceeds of the Placing and Open Offer will be used to fund the
investment activities of the Group. Full details of these facilities and share
capital can be found in the Prospectus expected to be published later today
together with a capital and indebtedness table. The Company is not permitted
under its articles of association or under its bank facilities to allow its loan
to value ratio to exceed 75 per cent.
Working Capital
The Company is of the opinion that, taking into account the available bank and
other facilities, and the net proceeds from the Placing and Open Offer, the
working capital available to the Group is sufficient for its present
requirements, that is for at least 12 months following the date of this
document.
Significant Change
There has been no significant change in the financial or trading position of the
Group since 30 June 2006, which is the date to which the Group's accounts were
last audited.
Risk factors
The Prospectus expected to be published later today will set out risk factors
relating to the Group which in summary are:
Industry Specific Risks
• Availability of suitable property on favourable terms and conditions
• Uncertainty over valuations and possible downturns in market
• Loss of UK-REIT status
Specific Risks relating to the Group
• Inability to control primary care initiatives
• Retention of the Joint Managers
• Loss of UK-REIT status
• Interest rate risk
Risks relating to the Placing and Open Offer
• Fluctuation of share price
• Possible issue of additional shares or significant sale of
Ordinary Shares could have an adverse effect on the market price of the
outstanding Ordinary Shares
Additional information
Assuming a full take up of Open Offer Entitlements by Qualifying Shareholders,
the share capital of the Company will, following the Placing and Open Offer, be
increased 0.38 times (38%) to 33,587,094. Those Shareholders who do not
participate in the Open Offer will therefore, assuming a full take up of Open
Offer Entitlements by Qualifying Shareholders, suffer a dilution of 38% in their
proportionate ownership and voting interest in the ordinary share capital of the
Company.
DEFINITIONS
"Application Form" the non-renounceable application form relating to the Open Offer being sent
to Qualifying Shareholders with the Prospectus
"CREST" the relevant system for the paperless settlement of trades in securities
and the holding of uncertificated securities operated by CRESTCo in
accordance with the Regulations
"Directors" or "Board" the directors of the Company whose names are set out in Part II of the
Prospectus
"Existing Ordinary Shares" the 24,277,718 ordinary shares in issue at the date of the Prospectus
"Extraordinary General the Extraordinary General Meeting of the Company convened for 11 April 2007
Meeting" or "Meeting"
"Group" the Company and its subsidiaries
"New Ordinary Shares" new Ordinary Shares proposed to be issued pursuant to the Placing and the
Open Offer
"Numis" Numis Securities Limited
"Open Offer" the conditional open offer to Qualifying Shareholders to apply to subscribe
for New Ordinary Shares at the Issue Price and on the terms and conditions
set out in this document and in the Application Form
"Open Offer Entitlement" an entitlement to subscribe for New Ordinary Shares, allocated to a
Qualifying Shareholder pursuant to the Open Offer
"Open Offer Shares" 1,867,516 New Ordinary Shares, which are the subject of the Open Offer
"Ordinary Shares" the fully paid ordinary shares of 50 pence (50p) each in the Company
"Placing" the conditional placing by Numis on behalf of the Company of the New
Ordinary Shares pursuant to the Placing Agreement
"Placing Agreement" the conditional agreement dated 15 March 2007 between the Company and Numis
described in paragraph 10.1(a) of Part VII of the Prospectus
"Placing Shares" the 7,441,860 New Ordinary Shares which are to be allotted pursuant to the
Placing
"Prospectus" the document detailing, inter alia, the terms of the Placing and Open Offer
"Qualifying Shareholders" holders of Ordinary Shares on the register of the Company on the Record
Date other than certain Overseas Shareholders as set out in paragraph 2 of
Part III of the Prospectus
"Record Date" the close of business on 14 March 2007
"REIT" Real Estate Investment Trust
"Regulations" or "CREST The Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as
Regulations" amended from time to time
"Resolutions" the resolutions set out in the notice of Extraordinary General Meeting on
page 76 and 77 of the Prospectus
"Shareholders" holders of Ordinary Shares
"UK Listing Authority" the Financial Services Authority acting in its capacity as the competent
authority to the purposes of Part VI of the Financial Services and Markets
Act 2000
"UK-REIT" a Real Estate Investment Trust established in the United Kingdom
This information is provided by RNS
The company news service from the London Stock Exchange