Result of Meeting

RNS Number : 0846V

Primary Health Properties PLC

13 April 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, CANADA, 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.

13 April 2016

Primary Health Properties PLC

("PHP" or the "Company")

Result of General Meeting

Further to the Result of Capital Raising announcement on 13 April 2016, PHP is pleased to announce that shareholder approval of the Capital Raising was received at today's General Meeting and the Company will issue 150,000,000 New Shares, raising £150 million and exceeding its initial fundraising target of up to £120 million.   

At the General Meeting of the Company held at 10.00 a.m. today at Nabarro LLP, 125 London Wall, London EC2Y 5AL, all Resolutions as set out in the notice of general meeting dated 22 March 2016 were duly passed.

Details of proxy votes received prior to the General Meeting were as follows: 

Resolution	For		Discretionary		Against		Withheld
	No. of votes	% of votes	No. of votes	% of votes	No. of votes	% of votes	No. of votes
01	153,340,356	99.44	262,700	0.17	602,898	0.39	664,545
02	149,844,362	97.55	346,607	0.23	3,413,633	2.22	1,265,897
03	153,780,934	99.68	278,236	0.18	217,794	0.14	593,535

These will shortly be available on the Company's website at www.phpgroup.co.uk. In accordance with Listing Rule 9.6.2 copies of the Resolutions passed at the General Meeting will be submitted to the National Storage Mechanism and will shortly be available for inspection at: www.hemscott.com/nsm.do

Miscellaneous

The Capital Raising remains conditional upon the Placing Agreement becoming unconditional in all respects and Admission. Application has been made for the admission of 150,000,000 New Shares to the Official List of the Financial Conduct Authority ("FCA") and to trading on the premium segment of the London Stock Exchange's main market for listed securities. It is expected that Admission and commencement of dealings in the New Shares will become effective at 8.00 a.m. on 14 April 2016.

New Shares in uncertificated form are expected to be credited to CREST accounts by 8.00 a.m. on 14 April 2016 and definitive share certificates for the New Ordinary Shares in certificated form are expected to be dispatched by 21 April 2016.

The New Shares, when issued and fully paid, will rank in full for all dividends or distributions made, paid or declared, if any, by reference to a record date after the date of their issue or otherwise pari passu in all respects with the Existing Ordinary Shares. The New Shares will not qualify for the dividend declared on 31 March 2016, payable on 27 May 2016 to Shareholders on the Company's register as at 8 April 2016.

The total issued share capital of PHP following Admission will be 596,627,017 Ordinary Shares of 12.5 pence each. This figure may be used by Shareholders 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 in this announcement have the meanings given to them in the prospectus issued by the Company, dated 22 March 2016.

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.  The Prospectus was published on 22 March 2016 and is available on the Company's website (www.phpgroup.co.uk) and 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, 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. No public offer of the New Shares is being made by virtue of this announcement in or into Australia, Canada, Japan, New Zealand, the Republic of South Africa or the United States 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 have not been, and will not be, registered under the US Securities Act, or under any securities laws of any state or other jurisdiction of the United States. The New Shares may not be offered, directly or indirectly, within the United States, 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 has not been and will not be any public offering of the New Shares in the United States. As part of the Firm Placing and Placing, the New Shares may be offered in the United States only to a limited number of persons that are reasonably believed to be QIBs that (unless otherwise agreed by the Company) are not ERISA Entities in transactions exempt from, or not subject to, the registration requirements under the US Securities Act. The New Shares are being offered and sold outside the United States in reliance on Regulation S.

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 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.

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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