Publication of Prospectus

RNS Number : 9278S

Primary Health Properties PLC

22 March 2016

 

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 THE UNITED STATES, AUSTRALIA, JAPAN, NEW ZEALAND, OR THE REPUBLIC OF SOUTH AFRICA 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.

22 March 2016

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 up to £120 million (approximately £116 million net of expenses) through the issue of up to 120,000,000 New Shares by way of a Firm Placing and Placing, Open Offer and Offer for Subscription at a price of 100 pence per New Share, PHP announces that a combined circular and prospectus relating to the Firm Placing and Placing, Open Offer and Offer for Subscription (the "Prospectus") was approved by the UK Listing Authority (the "UKLA") earlier today.

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

1.        the Prospectus, incorporating a Subscription Form and the notice of General Meeting of the Company to be held at Nabarro LLP, 125 London Wall, London EC2Y 5AL at 10.00 a.m. on 13 April 2016;

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 certificated form (as appropriate).

The Prospectus will shortly be made available on the Company's website www.phpgroup.co.uk. Copies of the Prospectus will be available from the registered office of PHP at 5^th Floor, Greener House, 66-68 Haymarket, London, SW1Y 4RF and from the date of its publication until Admission at the offices of Nabarro LLP, 125 London Wall, London EC2Y 5AL during normal business hours on any weekday (except public holidays) free of charge. A copy of the Prospectus has also been submitted to the National Storage Mechanism and will shortly be available for inspection at: http://www.Hemscott.com/nsm.do.

Capitalised terms used in this announcement have the meanings given to them in the Prospectus.

For further information contact:

Primary Health Properties PLC	[phone]
Harry Hyman, Managing Director
Phil Holland, Finance Director
Bell Pottinger	[phone]
David Rydell / Victoria Geoghegan / Elizabeth Snow
Numis Securities Limited Sole Sponsor, Joint Broker and Joint Bookrunner	[phone]
Corporate Finance: Michael Meade / Andrew Holloway
Corporate Broking: James Black / Jamie Loughborough
Peel Hunt Joint Broker and Joint Bookrunner	[phone]
Corporate Finance: Capel Irwin / George Huntley
Corporate Sales & Syndications: Jock Maxwell Macdonald

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 Capital Raising.  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 the Company's website (www.phpgroup.co.uk) and will be available for inspection at: http://www.Hemscott.com/nsm.do.   

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, 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. No public offer of the New Shares is being made by virtue of this announcement in or into the United States, Australia, Canada, Japan, New Zealand, or the Republic of South Africa or any other jurisdiction outside the United Kingdom in which such offer would be unlawful. No action has been or will be taken by the Company, Numis, Peel Hunt or any other person to permit a public offering or distribution of this announcement or any other offering or publicity materials or the New Shares in any jurisdiction where action for that purpose may be required, other than in the United Kingdom.

The New Shares and any entitlements pursuant to the open offer and offer for subscription will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or with the securities regulatory authority of any state or other jurisdiction of the United States. Unless so registered, the New Shares and any entitlements pursuant to the open offer and offer for subscription may not be offered, sold, taken up or exercised, within the United States except in a transaction that is exempt from, or not subject to, the registration requirements of the US Securities Act. There will be no public offer of New Shares in the United States. Outside the United States, the New Shares are being offered in reliance on Regulation S under the US Securities Act.

This announcement has been issued by and is the sole responsibility of the Company.

Numis Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for Primary Health Properties PLC and for no-one else in connection with the contents of this announcement and will not be responsible to anyone other than Primary Health Properties PLC for providing the protections afforded to clients of Numis Securities Limited, or for providing advice in relation to the Capital Raising or any matters referred to in this announcement.  Numis Securities Limited is not responsible for the contents of this announcement. 

Peel Hunt LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for Primary Health Properties PLC and for no-one else in connection with the contents of this announcement and will not be responsible to anyone other than Primary Health Properties PLC for providing the protections afforded to clients of Peel Hunt LLP, or for providing advice in relation to the Capital Raising or any matters referred to in this announcement.  Peel Hunt LLP is not responsible for the contents of this announcement. 

This announcement has been prepared for the purposes of complying with the applicable laws and regulations 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.

Any person receiving this announcement is advised to exercise caution in relation to the Capital Raising. If in any doubt about any of the contents of this announcement, independent professional advice should be obtained.

 

END

 

 

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