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
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