Result of EGM

RNS Number : 4782U

Primary Health Properties PLC

02 December 2013

 



Primary Health Properties PLC

("PHP", the "Company")

Results of General Meeting, Completion of Acquisition, Allotment and Listing of Consideration Shares in the Company

PHP is pleased to announce that all resolutions proposed at its general meeting held earlier today in connection with the proposed acquisition by the Company of Prime Public Partnerships (Holdings) Limited (the "Acquisition) were voted on, and passed, by way of a poll. The results of the poll for each resolution are shown below:

Resolution	Votes in favour	Votes against	Votes withheld
1.  To approve the Acquisition and to authorise the Directors to implement the Acquisition.	37,053,951	103,249	287,253
2.  To grant the Directors authority to allot shares generally and in connection with the Acquisition.	37,004,726	107,599	332,128
3.  To disapply where relevant statutory pre-emption rights.	37,027,036	105,499	311,918
4.  To Grant authority for the Company to purchase up to 10% of the enlarged Ordinary Share capital after Completion in the market.	37,027,823	128,617	288,013

The poll results will be available shortly on PHP's website at www.phpgroup.co.uk.

A copy of each of the resolutions passed at the general meeting has been submitted to the Financial Conduct Authority and will be available for inspection via the National Storage Mechanism website at http://www.hemscott.com/nsm.do. These resolutions are also set out in the Notice of General Meeting contained in the combined circular and prospectus relating to the Acquisition dated 15 November 2013 (the "Prospectus"), which is available on PHP's website at www.phpgroup.co.uk.

Completion of the Acquisition is expected to occur on 3 December 2013, when PHP will issue 12,577,771 ordinary shares of 50 pence each with ISIN GB0007015521 (the "Consideration Shares") to the Sellers. It is expected that the Consideration Shares will be admitted to the premium listing segment of the Official List and to trading on the Main Market of the London Stock Exchange and that such admission and dealings on the London Stock Exchange will commence at 8.00 a.m. on this date.

The total issued share capital of PHP following Admission will be 110,474,230 Ordinary Shares of 50 pence each. This figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.

Capitalised terms used but not defined in this announcement have the same meanings as set out in the Prospectus.

For further information contact:

Primary Health Properties PLC             [phone]

Harry Hyman, Managing Director

Phil Holland

Bell Pottinger                                       [phone]

David Rydell / Victoria Geoghegan / Elizabeth Snow

Numis Securities Limited                      [phone]

Corporate Finance: Michael Meade / Andrew Holloway

Corporate Broking: David Poutney

Peel Hunt LLP                                     [phone]

Corporate Finance: Capel Irwin / Hugh Preston

Corporate Broking: Andy Crossley

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 theAcquisition.

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 any jurisdiction where to do so would breach any applicable law.  The Consideration 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 Consideration Shares is being made by virtue of this announcement into any jurisdiction outside the United Kingdom in which such offer would be lawful. 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 Consideration Shares in any jurisdiction where action for that purpose may be required, other than in the United Kingdom.

The Consideration Shares will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or the relevant laws of any state, province or territory of the United States. There will be no public offer in the United States.

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 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 contents of this announcement or any matters referred to herein.  Numis Securities Limited is not responsible for the contents of this announcement.  Numis Securities Limited has given and not withdrawn its written consent to the issue of this announcement with the inclusion of the reference to its name in the form and context in which it is included.

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 contents of this announcement or any matters referred to herein.  Peel Hunt LLP is not responsible for the contents of this announcement.  Peel Hunt LLP has given and not withdrawn its written consent to the issue of this announcement with the inclusion of the reference to its name in the form and context in which it is included.

This announcement has been prepared for the purposes of complying with the applicable law and regulation 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.

If in any doubt about any of the contents of this announcement, independent professional advice should be obtained.

 

END

 

 

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