Publication of Prospectus

RNS Number : 3129Z

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.

18 September 2009

Primary Health Properties PLC

("PHP" or the "Company")

Publication of Prospectus and notice of General Meeting

Further to the announcement this morning in relation to a 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 Shares by way of a Firm Placing and Placing and Open Offer at a price of 230 pence per New Share, PHP announces that a prospectus relating to the Firm Placing and Placing and Open Offer (the "Prospectus") was approved by the UK Listing Authority (the "UKLA") earlier today. 

The following documents are expected to be posted to Qualifying Shareholders today:

1. the Prospectus, including the notice of General Meeting of the Company to be held at the office of the
   Company at Ground Floor, Ryder Court, 14 Ryder Street, London SW1Y 6QB at 10.00 a.m. on 6 
   October 2009;

  2. a form of proxy for use at the General Meeting; and

3. an application form for use by Qualifying Shareholders whose Ordinary Shares are in uncertificated form 
    (as appropriate).

The Prospectus will shortly be available for inspection during normal business hours on any weekday (excluding public holidays) at the UKLA's Document Viewing Facility, which is situated at Financial Services Authority, 25 North Colonnade, Canary Wharf, London E14 5HS.  

The Prospectus will shortly be available to view on the Company's website (http://www.phpgroup.co.uk/placing). Copies of the Prospectus will be available from the registered office of PHP at Ground Floor, Ryder Court, 14 Ryder Street, London SW1Y 6QB and from the date of its publication until Admission at the offices of Nabarro LLP, Lacon House, 84 Theobald's Road, London WC1X 8RW during normal business hours on any weekday (except public holidays) free of charge.

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.

The prospectus will give further details of the Firm Placing and Placing and Open Offer. A copy of the Prospectus when published will be available from the registered office of the Company and on the Company's website at http://www.phpgroup.co.uk, provided that the Prospectus will not be available through the website to Shareholders in Australia, Canada, Japan, New Zealand, The Republic of South Africa or the United States.

 

END

 

 

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