Result of General Meeting

RNS Number : 3529L

Primary Health Properties PLC

18 April 2018

 

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 IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE AN OFFERING OF NEW SHARES. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY NEW SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS.

18 April 2018

Primary Health Properties PLC

("PHP" or the "Company")

Result of General Meeting

Further to the Result of Capital Raising announcement on 18 April 2018, PHP is pleased to announce that the necessary shareholder approvals to implement the Capital Raising were received at today's General Meeting and the Company will issue 106,481,482 new ordinary shares of 12.5 pence each ("New Shares"), raising £115.0 million and exceeding its initial fundraising target of up to £100 million.   

At the General Meeting of the Company held at 10.45 a.m. today at CMS Cameron McKenna Nabarro Olswang LLP, Cannon Place, 78 Cannon Street, London EC4N 6AF, all Resolutions as set out in the notice of general meeting dated 23 March 2018 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	237,336,050	99.81%	167,374	0.07%	292,786	0.12%	49,824
02	237,305,261	99.78%	186,921	0.08%	327,842	0.14%	26,010
03	237,362,761	99.81%	186,921	0.08%	270,342	0.11%	26,010
04	237,412,245	99.86%	171,721	0.07%	163,088	0.07%	98,980

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 the 106,481,482 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 19 April 2018.

New Shares in uncertificated form are expected to be credited to CREST accounts by 8.00 a.m. on 19 April 2018 and definitive share certificates for the New Shares in certificated form are expected to be dispatched no later than 30 April 2018.

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 27 March 2018, payable on 25 May 2018 to Shareholders on the Company's register as at 6 April 2018.

Following Admission, the total issued share capital of PHP will be 730,732,852 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 Guidance and Transparency Rules.

Capitalised terms used in this announcement have the meanings given to them in the prospectus issued by the Company, dated 23 March 2018.

For further information contact:

Primary Health Properties PLC	[phone]
Harry Hyman, Managing Director
Richard Howell, Finance Director
Buchanan PR	[phone]
David Rydell / Stephanie Watson/ Tilly Abraham
Numis Securities Limited Sole Sponsor, Joint Broker and Joint Bookrunner	[phone]
Corporate Finance: Michael Meade / Kevin Cruickshank
Corporate Broking: James Black / Jamie Loughborough
Peel Hunt Joint Broker and Joint Bookrunner	[phone]
Corporate Finance: Capel Irwin / Carl Gough / Harry Nicholas
ECM Syndicate: Jock Maxwell Macdonald / Sohail Akbar

Legal Entity Identifier: 213800Y5CJHXOATK7X11

IMPORTANT NOTICE

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 the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa 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 and any entitlements pursuant to the open offer and offer for subscription will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or with the securities regulatory authority of any state or other jurisdiction of the United States. Unless so registered, the New Shares and any entitlements pursuant to the open offer and offer for subscription may not be offered, sold, taken up or exercised, within the United States except in a transaction that is exempt from, the registration requirements of the US Securities Act. There will be no public offer of New Shares in the United States. Outside the United States, the New Shares are being offered in reliance on Regulation S under the US Securities Act.

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 Capital Raising 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 Capital Raising or any matters referred to in this announcement.  Numis Securities Limited is not responsible for the contents of this announcement. 

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 Capital Raising 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 Capital Raising or any matters referred to in this announcement.  Peel Hunt LLP is not responsible for the contents of this announcement. 

This announcement has been prepared for the purposes of complying with the applicable laws and regulations 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.

Neither the content of the Company's website (or any other website) nor any website accessible by hyperlinks on the Company's website (or any other website) is incorporated in, or forms part of, this announcement.

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.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America.  This announcement is not an offer of securities for sale into the United States.  The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration.  No public offering of securities is being made in the United States.

 

END

 

 

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