Results of Shareholder Meetings

RNS Number : 1592C

Assura Group Limited

14 January 2015

 



THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION OR OFFER TO SELL OR THE SOLICITATION OF AN INVITATION OR OFFER TO BUY ANY SECURITY. NONE OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT SHALL BE SOLD, ISSUED, SUBSCRIBED FOR, PURCHASED, EXCHANGED OR TRANSFERRED IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW

14 January 2015

Assura Group Limited

Results of Shareholder Meetings

The Board of Assura Group Limited ("Assura") is pleased to announce that, at the Court Meeting and Extraordinary General Meeting held earlier today in connection with the proposals to change the Assura Group's corporate structure by inserting a new English-incorporated parent company at the head of the Assura Group, all of the resolutions proposed were approved by the requisite majorities of shareholders.

The voting results in relation to the Meetings are summarised below.

Court Meeting

At the Court Meeting, a majority in number of Scheme Shareholders who voted (either in person or by proxy) representing approximately 100.0 per cent. by value of those Scheme Shares voted, voted in favour of the resolution to approve the Scheme. The resolution proposed at the Court Meeting was decided on a poll. Details of the votes cast were as follows:

	Number of Scheme Shares voted	Percentage of Scheme Shares voted (%)	Number of Scheme Shareholders who voted	Percentage of Scheme Shareholders voting (%)
FOR	778,131,330	100.0	142	98.6
AGAINST	13,696	0.0	2	1.4

Accordingly, the resolution proposed at the Court Meeting was duly passed by the requisite majority.

Extraordinary General Meeting

At the Extraordinary General Meeting, the special resolutions to (1) approve the Scheme and provide for its implementation (Resolution 1) and (2) approve that a general meeting of Assura plc, other than an annual general meeting, may be called on not less than 14 clear days' notice (Resolution 2) were approved on a poll. Details of the votes cast were as follows:

	Number of shares voted	Percentage of shares voted (%)
Resolution 1
FOR	780,896,525	99.95
AGAINST	388,696	0.05
WITHHELD	691,530	-
Resolution 2
FOR	769,931,009	98.46
AGAINST	12,043,242	1.54
WITHHELD	2,500	-

Next steps

An application will be made to the Court to sanction the Scheme at the Court Hearing. If the Scheme is sanctioned at the Court Hearing, it is expected that the Court Order will be conditional upon the delisting of the Assura Group Limited shares and the admission of the Assura plc shares to be issued in connection with the Scheme to the premium listing segment of the Official List, and to trading on the London Stock Exchange's main market for listed securities.

If the Scheme is sanctioned by the Court, and the other conditions to the Scheme are satisfied or waived, the Scheme is expected to become effective, and dealings in Assura plc Shares to be issued pursuant to the Scheme are expected to commence, at 8.00 am on 28 January 2015, the anticipated Effective Date. 

If the Scheme has not become effective by 31 March 2015 (or such later date as Assura and Assura plc may agree and the Court may allow), it will lapse, in which event there will not be a new parent company of Assura Group Limited, Assura shareholders will remain shareholders of Assura Group Limited and the existing Assura Shares will continue to be listed on the premium listing segment of the Official List and to be traded on the London Stock Exchange's main market for listed securities.

A Prospectus relating to Assura plc, the Group and admission to trading of Assura plc shares, which will contain prescribed information relating to Assura plc, is expected to be made available on or about 23 January 2015 and in electronic form on the Group's website (www.assuragroup.co.uk) on or around 23 January 2015 after it has been filed with the Financial Conduct Authority in accordance with the Prospectus Rules.

Capitalised terms, unless otherwise defined in this announcement, have the meaning given to them in the Circular published on 17 December 2014.

A copy of this announcement will be made available on the Company's website (www.assuragroup.co.uk).

For more information, please contact:

Assura Group Limited	Tel: [phone]
Jonathan Murphy Carolyn Jones
Finsbury	Tel: [phone]
Gordon Simpson

This announcement may contain certain forward-looking statements. These forward looking statements include all matters that are not historical facts. These forward looking statements involve risks and uncertainties that could cause the actual results of operations, financial condition, prospects and the development of the sector in which Assura operates to differ materially from the impression created by these forward-looking statements. Assura does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Do not place undue reliance on forward-looking statements, which speak only as of the date of this document.

Notes to Editors

Assura is a long-term investor in and developer of primary care property.  The company, headquartered in Warrington and listed on the London Stock Exchange, works with GPs, health professionals and the NHS to create innovative property solutions in order to facilitate delivery of high quality patient care in the community.  At 30 September 2014, Assura's property portfolio was valued at £809m.

Further information is available at www.assuragroup.co.uk.

-Ends-

 

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