Result of General Meeting

RNS Number : 4599R

Primary Health Properties PLC

28 February 2019

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

28 February 2019

Primary Health Properties PLC

("PHP" or the "Company")

Result of General Meeting

Further to the announcement on 8 February 2019 in relation to the publication of the Combined Circular and Prospectus, including the Notice of General Meeting, PHP announces that, at the General Meeting held earlier today, seeking approval for, amongst other things, the recommended all-share merger with MedicX Fund Limited (the "Merger"), all of the resolutions (as set out in full in the Notice of General Meeting) put to the shareholders were duly passed.  

Full details of the results are set out below.

The Merger is also subject to approval by the MedicX Shareholders at the MedicX Court Meeting and the MedicX General Meeting, which will be held on 1 March 2019.

	Resolution	Votes For (including Discretionary)	% For	Votes Against	% Against	Total Votes Validly Cast	Vote withheld
1.	To (i) approve the proposed acquisition of the entire issued and to be issued share capital of MedicX Fund Limited and (ii) authorise the directors, in accordance with s. 551 of the Companies Act 2006, to allot new ordinary shares in the capital of the Company.	367,923,324	99.98	57,625	0.02	367,980,949	217,664
2.	To approve (i) the deed of variation dated 24 January 2019 between the Company and Nexus Tradeco Limited and (ii) the deed of indemnity dated 24 January 2019 between the Company and Nexus Tradeco Limited.	354,874,155	99.97	119,625	0.03	354,993,780	13,204,833

Votes 'For' and 'Against' are expressed as a percentage of the total votes received. 'Votes Withheld' are not a vote in law and have not been counted in the calculation of the 'Votes For' and 'Votes Against' the resolutions or the total number of votes validly cast.

As at close of business on 26 February 2019, being the last for registration of shareholdings for before the General Meeting, PHP had 784,677,934 Ordinary Shares in issue each carrying one vote and therefore the total number of voting rights in respect of the General Meeting is 784,677,934.

A copy of the resolutions passed at the General Meeting has been submitted to the National Storage Mechanism in accordance with 9.6.2 of the Listing Rules.

The voting results will also shortly be available on PHP's website at www.phpgroup.co.uk/investors.

Capitalised terms used but not defined in this announcement have the meanings given to them in the combined circular and prospectus published by the Company on 8 February 2019.

For further information contact:

PHP	[phone]
Steven Owen, Chairman Harry Hyman, Managing Director Richard Howell, Finance Director
Buchanan (Public Relations Adviser to PHP)	[phone]
David Rydell Stephanie Watson Tilly Abraham
Numis Securities Limited (Lead Financial Adviser, Sponsor and Joint Broker to PHP)	[phone]
Michael Meade James Black Kevin Cruickshank Huw Jeremy
Peel Hunt LLP (Joint Financial Adviser and Joint Broker to PHP)	[phone]
James Britton Capel Irwin Harry Nicholas Jock Maxwell Macdonald

IMPORTANT NOTICE

Numis, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for PHP and no-one else in connection with the proposed Merger and Admission and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the proposed Merger and Admission and will not be responsible to anyone other than PHP for providing the protections afforded to its clients or for providing advice in relation to the proposed Merger and Admission or any matters referred to in this announcement.

Peel Hunt, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for PHP and no-one else in connection with the proposed Merger and Admission and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the proposed Merger and Admission and will not be responsible to anyone other than PHP for providing the protections afforded to its clients or for providing advice in relation to the proposed Merger and Admission or any matters referred to in this announcement.

This announcement is for information purposes only. It is not intended to and does not constitute, or form part of, any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Merger or otherwise, nor shall there be any sale, issuance or transfer of securities of PHP or MedicX pursuant to the Merger or otherwise in any jurisdiction in contravention of applicable law. The Merger will be implemented solely by means of the Scheme Document which contains the full terms and conditions of the Merger, including details of how to vote in respect of the Merger.

Any vote, decision in respect of or other response to the Merger (or the Scheme, if applicable) should only be made on the basis of the information contained in the Scheme Document and Combined Circular and Prospectus.

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them. Nothing contained in this announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of MedicX or the MedicX Group or PHP or the PHP Group except where otherwise stated.

This announcement does not constitute a prospectus or prospectus equivalent document. The New Shares to be issued pursuant to the Merger are not being offered to the public by means of this announcement. The Merger will be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange and the UK Listing Authority.

Overseas Shareholders

This announcement has been prepared for the purpose of complying with Guernsey law, English law, the Takeover Code, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules 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 of jurisdictions outside of England or Guernsey.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom or Guernsey may be restricted by law and/or regulation. Persons who are not resident in the United Kingdom or Guernsey, or who are subject to other jurisdictions should inform themselves of, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom or Guernsey or who are subject to the laws of another jurisdiction to participate in the Merger or to vote their MedicX Scheme Shares in respect of the Scheme at the MedicX Court Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the MedicX Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located or to which they are subject. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Merger disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by PHP or required by the Takeover Code and permitted by applicable law and regulation, participation in the Merger will not be made available, directly or indirectly, in, into or from any jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Merger by any such use, means, instrumentality or form within any such restricted jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documentation relating to the Merger are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any restricted jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Merger (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions as doing so may invalidate any purported vote in respect of the Merger.

If the Merger is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of any restricted jurisdiction and the Takeover Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any restricted jurisdiction.

The availability of the New Shares under the Merger to MedicX Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable legal or regulatory requirements.

Further details in relation to Overseas Shareholders are contained in the Scheme Document and the Combined Circular and Prospectus.

Notice to US investors

The Merger relates to the securities of a Guernsey company with a listing on the London Stock Exchange and is proposed to be implemented pursuant to a scheme of arrangement provided for under the Companies Law of Guernsey. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Scheme is subject to procedural and disclosure requirements and practices applicable to a scheme of arrangement involving a target company in Guernsey listed on the London Stock Exchange, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules. If in the future PHP exercises its right to implement the Merger by way of a Takeover Offer, such Takeover Offer will be made in compliance with all applicable laws and regulations, including, without limitation, to the extent applicable, Section 14(e) of the US Exchange Act and Regulation 14E thereunder, and subject, in the case of participation by MedicX Shareholders resident in the United States, to the availability of an exemption (if any) from the registration requirements of the US Securities Act and of the securities laws of any state or other jurisdiction of the United States. Such Takeover Offer would be made by PHP and no one else. In addition to any such Takeover Offer, PHP, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in MedicX outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made, they would be made outside the United States and would comply with applicable law, including the US Exchange Act. Any information about such purchases will be disclosed as required in the United Kingdom and Guernsey, will be reported to a Regulatory Information Service of the UK Listing Authority and will be available on the London Stock Exchange website: http://www.londonstockexchange.com/.

The financial information included in this announcement and other documentation related to the Merger has been or will have been prepared in accordance with International Financial Reporting Standards and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.

The New Shares to be issued under the Scheme have not been and will not be registered under the US Securities Act or under any laws or with any securities regulatory authority of any state or other jurisdiction of the United States and may only be offered or sold in the US in reliance on an exemption from the registration requirements of the US Securities Act. The New Shares are expected to be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. MedicX Shareholders who are or will be affiliates of PHP or MedicX prior to, or of PHP after, the Effective Date will be subject to certain US transfer restrictions relating to the New Shares received pursuant to the Scheme as will be further described in the Scheme Document.

For the purposes of qualifying for the exemption from the registration requirements of the US Securities Act afforded by Section 3(a)(10) thereunder, MedicX will advise the Court that its sanctioning of the Scheme will be relied on by PHP as an approval of the Scheme following a hearing on the fairness of the terms and conditions of the Scheme to MedicX Shareholders.

None of the securities referred to in this announcement have been approved or disapproved by the SEC or any US state securities commission, nor have any such authorities passed judgment upon the fairness or the merits of the Merger or determined if this announcement is accurate or complete. Any representation to the contrary is a criminal offence in the United States.

US holders of MedicX Shares also should be aware that the transaction contemplated herein may have tax consequences in the United States and that such consequences, if any, are not described herein. US holders of MedicX Shares are urged to consult with independent professional advisors regarding the legal, tax and financial consequences of the Merger applicable to them.

It may be difficult for US holders of MedicX Shares to enforce their rights and claims arising out of the US federal securities laws since PHP and MedicX are organized in countries other than the US and some or all of their officers and directors may be residents of, and some or all of their assets may be located in, jurisdictions other than the US. US holders of MedicX Shares may have difficulty effecting service of process within the US upon those persons or recovering against judgments of US courts, including judgments based upon the civil liability provisions of the US federal securities laws. US holders of MedicX Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.

Further details in relation to US investors will be contained in the Scheme Document and the Combined Circular and Prospectus.

Forward looking statements

This announcement (including information incorporated by reference into this announcement), any oral statements made by PHP or MedicX in relation to the Merger and other information published by PHP or MedicX may contain statements about PHP, MedicX and the Enlarged Group that are or may be forward looking statements. All statements other than statements of historical facts included in this announcement may be forward looking statements.  Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "goals", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects", hopes", "continues", "would", "could", "should" or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; and (ii) business and management strategies and the expansion and growth of PHP's or MedicX's or the Enlarged Group's operations and potential synergies resulting from the Merger.

Such forward looking statements involve risks and uncertainties that could significantly affect expected results and/or the operations of PHP, MedicX or the Enlarged Group and are based on certain assumptions and assessments made by PHP and MedicX in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. Except as expressly provided in this announcement, they have not been reviewed by the auditors of PHP or MedicX. Although it is believed that the expectations reflected in such forward looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place reliance on these forward looking statements which speak only as at the date of this announcement. Neither MedicX nor PHP, nor any of their respective members, directors, officers, employees, advisers and any person acting on behalf of one or more of them assumes any obligation to update or correct the information contained in this announcement (whether as a result of new information, future events or otherwise) except as required by applicable law (including as required by the Takeover Code, the Listing Rules and the Disclosure Guidance and Transparency Rules).

There are several factors which could cause actual results to differ materially from those expressed or implied in forward looking statements. Among the factors that could cause actual results to differ materially from those described in the forward looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business acquisitions or disposals. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.

No member of PHP or MedicX, nor any of their respective associates, directors, officers, employees or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur.

Requesting Hard Copy Documents

Pursuant to Rule 30.3 of the Takeover Code, a person so entitled may request a copy of this announcement and any information incorporated into it by reference to another source in hard copy form. A person may also request that all future documents, announcements and information to be sent to that person in relation to the Merger should be in hard copy form. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested from either (1) PHP by contacting the PHP Company Secretary at its principal executive office in London during business hours on [phone] or by submitting a request in writing to the PHP Company Secretary at 5th Floor, Greener House, 66-68 Haymarket, London SW1Y 4RF.

Publication on website

A copy of this announcement will be made available, free of charge subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at www.phpgroup.co.uk/investors by no later than 12 noon (London time) on the Business Day following the date of this announcement.

Neither the content of the websites referred to in this announcement nor the content of any website accessible from hyperlinks on PHP's website (or any other website) is incorporated into, or forms part of, this announcement.

The Merger is subject to the provisions of the Takeover Code.

 

END

 

 

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