Result of Open Offer

RNS Number : 2791A

Primary Health Properties PLC

06 October 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.

6 October 2009

Primary Health Properties PLC

("PHP" or the "Company")

Result of Open Offer

On 18 September 2009, PHP announced 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. The Firm Placing and Placing and Open Offer is conditional, amongst other things, on the approval of Shareholders. 

The Open Offer closed at 11.00 a.m. on 5 October 2009. Under the Open Offer, valid acceptances have been received from Qualifying Shareholders in respect of 6,333,714 Open Offer Shares in aggregate, representing approximately 89.8 per cent. of the Open Offer Shares offered pursuant to the Open Offer. As a consequence, 719,575 Open Offer Shares were available for subscription under the Excess Application Facility. Valid applications under the Excess Application Facility have been received in respect of 5,108,172 Excess Shares. Applications under the Excess Application Facility have therefore been scaled back accordingly. The 19,033,667 Firm Placed Shares were not offered to Qualifying Shareholders under the Open Offer.

Shareholder approval to, inter alia, effect the Firm Placing and Placing and Open Offer will be sought at the General Meeting to be held at 10.00 a.m. today at the offices of the Company at Ground Floor, Ryder Court, 14 Ryder Street, London SW1Y 6QB.

Subject to Shareholder approval, application will be made for the admission of 26,086,956 New Shares to the Official List of the UK Listing Authority and to trading on the London Stock Exchange's 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 7 October 2009.

The New Shares, when issued and fully paid, will rank pari passu with the Existing Ordinary Shares other than in respect of the interim dividend declared on 18 August 2009 relating to the six months ended 30 June 2009.

The total issued share capital of PHP following Admission will be 61,353,404 Ordinary Shares of 50 pence each.

Terms defined in the Prospectus published on 18 September 2009 have the same meanings in this announcement. 

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 and incorporated by reference into the Prospectus. The Prospectus is available on PHP's website and is 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.

 

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