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Primary Health Props (PHP)

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Friday 15 November, 2013

Primary Health Props

Acquisition of Prime Public Partnerships

RNS Number : 1021T
Primary Health Properties PLC
15 November 2013
 



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.

 

Primary Health Properties PLC

("PHP", the "Company")

Proposed Acquisition of Prime Public Partnerships (Holdings) Limited for £41.1m

The Board of PHP, the UK's leading investor in modern primary healthcare facilities, announces that PHP has agreed to acquire Prime Public Partnerships (Holdings) Limited ("PPP"), an investor in 54 healthcare facilities across the UK, for an estimated consideration of £41.1m (subject to adjustment). The acquisition is subject to PHP shareholder approval.

Highlights:

·       Acquisition of PPP for an estimated consideration of £41.1m (subject to adjustment) representing the expected net asset value of PPP at completion. The consideration will be satisfied by the issue to the PPP vendors of new PHP Ordinary Shares at a price of 320p per share as follows:

o   12,577,771 Initial Consideration Shares will be issued at Completion;

o   up to 513,378 Further Consideration Shares may be issued following preparation of completion accounts, based on the actual net asset value of PPP at Completion; and

o   235,475 Further Consideration Shares may be issued subject to the amendment of a PPP Portfolio property lease within 12 months of Completion

·       If all the Further Consideration Shares are issued this would be on the basis that the final consideration is equal to approximately £42.6 million

·       The acquisition is a key part of the strategy to grow the Group through investment in high quality primary care facilities in the UK

·       Delivers 54 properties with an aggregate valuation of £233m, representing an average lot size of £4.3m

·       Combined portfolio valuation of £880m, excluding PHP acquisitions and forward commitments since 30 June 2013 of £48.7m (as announced on 4 November 2013)

·       Contracted rent of £14.3m and a WAULT of c.17 years.

·       £178.4m of borrowings secured against the PPP properties being assumed

·       Five year development pipeline agreement with Prime Plc ("Prime"), giving PHP the right of first refusal on Prime's future medical centre developments - a valuable source of future portfolio growth opportunities

·       Expected to be earnings enhancing in the first full year following acquisition, with the opportunity to increase this further through asset management and debt refinancing opportunities

·       Expected to accelerate the return to full dividend cover

·       Reinforces PHP's position as the leading UK investor in primary care assets, strengthening the long-term investment case of the Company

Harry Hyman, Managing Director of PHP, said:

"The proposed acquisition of the PPP property portfolio represents a significant development for PHP. Portfolios of this scale and quality are rarely available and the Board are delighted that PHP has been able to secure the agreement. Following completion of the acquisition our strategic position as the market leader in UK primary care assets will be enhanced and, critically, the Group's progression to full dividend cover is likely to be significantly accelerated as a result of the PPP rental income and the potential refinancing opportunity of the PPP borrowings."

Richard Laing, Chief Executive Officer of Prime, said:

"We are delighted to support the ongoing expansion and success of PHP and expect this to be the start of a valuable partnership between the two leading players in the sector. Prime's continued role as an expert primary care developer can play an important role in the future success in PHP and we are looking forward to working closely with its management team to maximise the opportunities available to both parties."

Ends

Conference Call

Harry Hyman, Managing Director of PHP, will host an analyst conference call today at 09.30am. Details of the conference call are as follows:

Dial-in number UK: 020 3059 8125

Passcode: PHP

 

Primary Health Properties PLC            +44 (0) 20 7451 7050

Harry Hyman, Managing Director

Phil Holland

Bell Pottinger                                      +44 (0) 20 7861 3232

David Rydell/Victoria Geoghegan/Elizabeth Snow

Numis Securities Limited                    +44 (0) 20 7260 1000

(Sponsor, joint financial adviser and joint broker to PHP)

Corporate Finance: Michael Meade/Andrew Holloway

Corporate Broking: David Poutney

Peel Hunt LLP                                     +44(0) 20 7418 8900

(Joint financial adviser and joint broker to PHP)

Corporate Finance: Capel Irwin / Hugh Preston

Corporate Broking: Andy Crossley

 

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 Transaction. The Prospectus, when published, will be made available on the Company's website (www.phpgroup.co.uk) and will be 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 any jurisdiction where to do so would breach any applicable law.  The Consideration 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 Consideration Shares is being made by virtue of this announcement into any jurisdiction outside the United Kingdom in which such offer would be lawful. 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 Consideration Shares in any jurisdiction where action for that purpose may be required, other than in the United Kingdom.

The Consideration Shares will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or the relevant laws of any state, province or territory of the United States. There will be no public offer in the United States.

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 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.

If in any doubt about any of the contents of this announcement, independent professional advice should be obtained.

 

 

1.    Introduction & Summary

The Board of PHP today announces that the Company has entered into an agreement to acquire Prime Public Partnerships (Holdings) Limited ("PPP") for an estimated consideration of approximately £41.1 million, representing the expected net asset value of the PPP Group at Completion. The consideration is subject to adjustment on account of the actual net asset value of PPP and the amendment of a PPP Portfolio property lease within 12 months of Completion, such that the maximum consideration would be approximately £42.6 million. The consideration is to be satisfied by the issue to the Sellers of new Ordinary Shares at a price of 320 pence per share. The assets of PPP principally comprise the PPP Portfolio of properties, which will be acquired with the existing external debt secured against it.

Due to its size and pursuant to the Listing Rules, the Acquisition constitutes a class 1 transaction and requires the approval of the Shareholders at the General Meeting. The General Meeting is expected to be held at 10.00 a.m. on 2 December 2013 at the office of the Company at Ground Floor, Ryder Court, 14 Ryder Street, London SW1Y 6QB.

This announcement provides further information including the background to, the reasons for, and the terms of the Acquisition, and explains why the Board of PHP believes it to be in the best interests of the Company and the Shareholders as a whole and accordingly why the Board unanimously recommends that the Shareholders vote in favour of the Resolutions to be proposed at the General Meeting, as each member of the Board intends to do in respect of his own beneficial holding of Ordinary Shares.

Further information on the Acquisition and the notice convening the General Meeting will be included in a combined class 1 circular and prospectus that is expected to be posted to Shareholders shortly.

2.    Background to and reasons for the Acquisition

The Board believes the Acquisition presents an excellent and rare opportunity to acquire a large, high quality portfolio at a fair valuation that significantly increases PHP's assets under management and enhances a number of the Group's key performance indicators. The PPP Portfolio has the following characteristics:

·        54 properties with an aggregate valuation of £233 million, representing an average lot size of £4.3m - enhancing the average lot size of the Group;

·        a WAULT of approximately 17 years with more than 62 per cent. of leases (by rental income) having 15 years or more remaining on their term - enhancing the longevity of the Group's rental income;

·        a contracted rent of £14.3 million;

·        the majority of leases contain rent review clauses where the review is triggered by the landlord only and are therefore considered effectively upward only. 24 per cent. of leases are reviewed linked to RPI; and

·        a number of asset management opportunities have been identified that will provide the opportunity to enhance the assets and increase the term and quantum of income generated from the Acquisition.

The greater scale and portfolio size of the Enlarged Group should provide PHP with increased buying power in respect of potential new acquisition opportunities, as well as access to a broader range of debt financing options to facilitate future growth and increased operating efficiency attributable to the incremental advisory fee structure.

In addition, PHP will enter into a five year Development Pipeline Agreement with Prime Plc which will give PHP a first right of refusal on all future third party medical centre developments to be undertaken by Prime Plc. This will not constitute an obligation to purchase the assets concerned, but it will provide PHP with the opportunity to secure future medical centre developments in partnership with a highly regarded and successful development team within the primary care property sector.

PHP will be assuming the existing debt attributable to the PPP Portfolio, adjusted to reflect an agreed mark to market adjustment. Following completion, the Company will enter into discussions with the provider of the current PPP debt facility, with a view to re-setting the contracted interest rates of the assumed debt and potentially refinancing the debt. PHP believes it can secure funding at attractive rates such that the cost of servicing the incremental debt is significantly reduced following completion of the Acquisition, which should enhance the profitability of the PPP Portfolio.

The Board believes the yield attributable to the PPP Portfolio, together with the beneficial effects of renegotiating the terms of PPP's debt, should enhance the future dividend cover of PHP. The Company has a 17 year track record of annual dividend increases, and the Board believes the Acquisition should provide further support to the continuation of PHP's dividend policy and track record.

The Board believes that the Acquisition will consolidate PHP's position as the leading UK investor in primary care assets and thereby strengthen the long-term investment case of the Company.

3.    Information on PPP

The principal activity of PPP is the same as that of PHP, namely the generation of rental income and capital growth through investments in primary healthcare property in the United Kingdom, leased principally to GPs, NHS bodies and other associated healthcare users. The PPP Portfolio comprises 54 purpose built medical centres with associated tenancies. The average lot size is £4.3 million.

In respect of geographic distribution, the PPP Portfolio is spread across the UK, with the portfolio geographically weighted towards the North (53.3 per cent. by value), Scotland (23.3 per cent.) and the Midlands (14.9 per cent.).

In the year ended 31 December 2012, PPP had revenue of £13.9 million and made a profit after tax for the year of £6.8 million. PPP's property assets were externally valued at £233 million as at 31 October 2013.

The average WAULT in the PPP Portfolio is approximately 17 years. Rent is predominantly received from GP leases, with a total of 94 per cent. being paid directly or indirectly by the NHS. The properties are let to a mix of GP practices (58 per cent.), NHS bodies (36 per cent.) and pharmacies (5 per cent.).

Lease duration

Number of leases

Rent roll (£m)*

Per cent.

More than 20 years

15

3.5

24.6%

15 to 20 years

45

5.4

38.0%

5 to 15 years

51

5.4

37.4%

Less than 5 years

-

-

-

Total

111

14.3

100.0%

* unaudited

The majority of PPP's occupational leases contain rent review clauses where the review is triggered by the landlord only and are therefore considered effectively upward only. 21 per cent. of the leases are reviewed with a formal link to RPI.

The debt to be assumed with the Acquisition is expected to total £178.4 million and comprises a number of loans provided by Aviva, each secured against a specific property asset. The loans are long term, fixed rate facilities with terms ranging from 22 years to 30 years from inception of the loan and they have a current contracted interest rates ranging from 5.33 per cent. to 6.09 per cent. Facility covenants include minimum levels of debt service cover by rental income (DSCR), with a range of 91.7 per cent. to 104 per cent.

In agreeing the consideration payable for PPP Group, the parties have agreed a mark to market adjustment of £13.7 million to the nominal value of the debt to reflect an estimate of the cost to re-set its contracted interest rate or its early repayment.

The circular to Shareholders will contain additional financial information on PPP, including audited financial information for the years ended 31 December 2010, 2011 and 2012, prepared in accordance with IFRS and the accounting policies of PHP.

4.    Principal terms of and conditions to the Acquisition

Under the terms of the Acquisition Agreement, PHP has conditionally agreed to acquire the entire issued share capital of PPP for an estimated consideration of approximately £41.1 million, representing the expected net asset value of the PPP Group at Completion, to be satisfied by the issue to the Sellers of new Ordinary Shares at a price of 320 pence per share, as follows:

·        12,577,771 Initial Consideration Shares will be issued at Completion;

·        up to 513,378 Further Consideration Shares may be issued following preparation of completion accounts, based on the actual net asset value of the PPP Group at Completion; and

·        235,475 Further Consideration Shares may be issued subject to the amendment of a PPP Portfolio property lease within 12 months of Completion.

If all the Further Consideration Shares are so issued this would be on the basis that the final consideration is equal to approximately £42.6 million.

Completion of the Acquisition is conditional on, amongst other things, the passing of the Resolutions at the General Meeting and Admission of the Initial Consideration Shares to listing on the Official List and to trading on the LSE's main market for listed securities.

Further details of the terms of the Acquisition Agreement will be set out in the circular to Shareholders.

5.    Financial effects of the Acquisition

An unaudited pro forma statement of the net assets of the Company illustrating the effect of the Acquisition on PHP's financial results as at 30 June 2013 as if the Acquisition had been completed on that date, which has been prepared for illustrative purposes only, will be set out in the circular to Shareholders.

The Board of PHP believes that the Acquisition will be materially earnings accretive in PPP's first full year of PHP ownership, which would be further enhanced by the renegotiation of the terms of the existing PPP debt facilities, thereby supporting the dividend payments and further improving dividend cover.

6.    Information on PHP

The principal activity of the Company is the generation of rental income and capital growth through the acquisition and development of primary healthcare property in the United Kingdom leased principally to GPs, NHS bodies and other associated healthcare users. The Group's principal activities are carried out exclusively within the United Kingdom.

There are three main areas of business undertaken by the Company:

·        Acquisitions: the purchase of completed, standing let, purpose built medical centres in the open market.

·        Development: working with specialist development partners to develop, finance and acquire new primary care assets to be constructed.

·        Proactive Management: adding value to the existing portfolio through rent reviews and expansion and/or modification of existing premises and lease re-gearing to maximise the investment returns, for the benefit of both shareholders and tenants.

The Group looks to minimise any risk it faces with regard to development activities, working closely with specialist primary care developers to create new investments.

The Group will not commit funding to a property development until such development has at least an approved planning consent and an agreement for lease with the GP tenants in place, together with an agreed form lease which is supported by confirmation from the district valuer of the rent to be reimbursed to the GP surgeries.

Approximately 71 per cent. of the Group's rental income is derived from properties leased to GPs whose rental and premises costs are reimbursed to them under the 2004 Costs Directions and the 2013 Costs Directions. The Group also receives approximately 19 per cent. of its rent from NHS bodies leading to approximately 90 per cent. of total rental income deriving directly or indirectly from the NHS.

The Group's portfolio of modern purpose built primary care assets is diversely spread across the United Kingdom. As at 30 June 2013 the Group held 186 primary healthcare assets, 180 completed properties and forward funding commitments for a further six, all with completion dates anticipated in the next 12 months. The portfolio was independently valued at 30 June 2013 at an average net initial yield of 5.71 per cent. (31 December 2012: 5.72 per cent.). The underlying longevity of the income, coupled with the strength of covenant coming from the NHS funding for the majority of the rent roll has led to investment yields being stable and firming as investors demand for long term, secure income increases.

7.    Current trading and future prospects of PHP

On 5 November 2013, the Company issued its interim management statement for the period from 1 July 2013 to 4 November 2013. The information below is extracted from that announcement.

Borrowings and banking facilities

On 5 November 2013 PHP announced the successful issue by the Group of a new twelve year, £70 million secured bond, issued on a floating rate basis paying interest at a margin of 220 basis points over six month LIBOR, extending the average maturity of PHP's debt facilities to more than 6.1 years (30 June 2013: 5.2 years). Following this issue and associated repayments of existing facilities, total facilities available to the Group amount to £486.2 million with drawn borrowings currently totalling £402.4 million.  

Interest Rate hedging

The total mark to model liability of the derivative portfolio was estimated at £32.8 million as at 30 September 2013, a decrease from its value of £34.8 million at 30 June 2013.  This movement has been caused by slight increases in longer term interest rates as global economic markets show initial signs of recovery and growth.

Property portfolio

The Group has completed five new acquisitions since 30 June 2013, comprising 17 separate assets:

·       On 2 July 2013, the Company announced that it had agreed to acquire the entire issued share capital of Primary Health Care Centres Limited, for approximately £10.5m. The acquisition has added 11 fully let properties across the UK, generating a total annual rent roll of £1.7 million.

·        On 1 August 2013, the Company announced that it had acquired a single purpose company whose sole asset is The Gracemount Medical Centre, Edinburgh for £6.35 million. On the same day, the Company announced that a wholly-owned subsidiary had entered into a forward commitment to develop a new primary care centre to be built in Bradford.  The completed property will cost £2.2 million with completion anticipated in mid-2014.

·        On 7 August 2013, the Company announced that a wholly-owned subsidiary had completed the acquisition of three modern, purpose built medical centres for a total consideration of £9.55 million located in Surrey, West Sussex and Ayrshire.  Construction of the Ayrshire property reached completion on 23 October 2013.

·        On 5 November 2013, the Company announced that a wholly-owned subsidiary has contracted to fund and acquire a new medical centre to be developed in Bristol.  The centre will comprise 1,000 square metres of lettable space and will be fully let upon completion to 5 GP practice for an initial 21 year term.  The development will cost £3.1 million and is anticipated to complete in December 2014.

In addition, two development properties already owned by PHP have achieved practical completion and become income producing in the period.  Assets at Rumney, Cardiff and Splott, Cardiff, are now fully rent producing and generate annual rent of £0.6 million.

The Group continues to appraise a strong pipeline of attractive acquisition opportunities, a mix of further forward funding commitments to acquire newly developed assets and standing let investments, all of which has the potential to be accretive to overall rent roll and Group profitability.

The Directors believe that property yields in the Group's portfolio have remained stable at approximately 5.71% in the period under review, as demand continues from property investors in all sectors for quality assets let to strong covenants.  The next valuation of the freehold, leasehold and development properties of the Group will be carried out as at 31 December 2013.

Rent roll and rental growth

Annualised passing rent roll of the Group's completed portfolio as at 4 November 2013 was £41.4 million (30 June 2013: £31.4 million), the increase being due to delivery of new assets, the letting of expansion space areas within the previously acquired Apollo portfolio and rent increases under the rent review programme completed in the period.  This total increases to £42.9m (30 June 2013: £39.7 million) when assets under development are considered. Average rental growth achieved on rent reviews completed to 31 October 2013 showed an annualised rate of 2.4%, matching that achieved for 2012.

Outlook

The number one priority for the Board is to return the Company to full dividend cover at the earliest opportunity. A combination of continuing to purchase assets that yield a satisfactory surplus over the Group's marginal cost of debt, managing the existing portfolio to create added value and income, and agreeing rental increases at review will serve to facilitate this primary objective.

The operating and financial environment remains very positive and the Group is, in the Board's opinion, ideally placed to provide the new modern specialist premises demanded by the healthcare professionals who are our tenants.

8.    Risk factors

The risk factors associated with the Acquisition and the operations of the Enlarged Group will be set out in the circular to Shareholders.

9.    General Meeting

Completion of the Acquisition requires the approval of Shareholders voting in favour of the Acquisition at the General Meeting. The circular to Shareholders will include a notice convening the General Meeting, which is expected to be held at 10.00 a.m. on 2 December 2013 at the Company's offices at Ground Floor, Ryder Court, 14 Ryder Street, London, SW1Y 6QB. This notice contains resolutions to:

·        Approve the Acquisition and to authorise the Director to implement the Acquisition;

·        Allot the Consideration Shares in connection with the Acquisition;

·        Disapply where relevant statutory pre-emption rights set out in section 561 of the Companies Act; and

·        Grant authority for the Company to purchase up to 10 per cent. of the enlarged Ordinary Share capital after Completion in the market.

10.   Recommendation

The Board considers the Acquisition and the passing of the Resolutions to be in the best interests of Shareholders as a whole. Accordingly, the Board recommends unanimously that Shareholders vote in favour of the Resolutions, as each of the Directors has irrevocably undertaken to do in respect of his own beneficial holding, to the extent that he has any such holding, which together amount to 4,707,623 Ordinary Shares, representing approximately 4.8 per cent. of the Ordinary Shares in issue as at 14 November 2013 (being the last practicable date prior to the posting of this announcement).

 

 

 

APPENDIX

The following definitions apply to words and phrases used in this announcement except where the context requires otherwise:

Acquisition

the proposed acquisition by the Company of the entire issued share capital of PPP Holdings

 

Acquisition Agreement

the agreement dated 14 November 2013 between the Company, as purchaser, and the Sellers for the proposed acquisition of the entire issued share capital of PPP Holdings

 

Admission

one or more admissions of the Consideration Shares to the Official List becoming effective in accordance with the Listing Rules and the admission of such shares to trading on the premium listing segment of the London Stock Exchange's main market for listed securities becoming effective in accordance with the Admission and Disclosure Standards

 

Aviva

Aviva Public Private Finance Limited

 

Board

the Directors of PHP

 

Completion

completion of the Acquisition in accordance with the terms of the Acquisition Agreement

 

Consideration Shares

the new Ordinary Shares to be issued to the Sellers under the terms of the Acquisition Agreement

 

Costs Directions

the National Health Service (General Medical Services Premises Costs) Directions 2004 (the "2004 Cost Directions") and the National Health Service (General Medical Services Premises Costs) Directions 2013 (the "2013 Costs Directions")

 

Directors

the executive director and non-executive directors of the Company

 

Enlarged Group

the Group including, following Completion, the PPP Group

 

Existing Ordinary Shares

the Ordinary Shares in issue

 

Financial Conduct Authority or FCA

 

the Financial Conduct Authority of the United Kingdom

Further Consideration Shares

up to 748,853 Consideration Shares to be issued to the Sellers under the terms of the Acquisition Agreement

 

General Meeting

the general meeting of PHP to be held at 10.00 a.m. on 2 December 2013

 

GP

General Practitioner

 

IFRS

International Financial Reporting Standards as issued by the International Accounting Standards Board and, for the purposes of this document, as adopted by the European Union

 

Initial Consideration Shares

12,577,771 Consideration Shares to be issued to the Sellers at Completion under the terms of the Acquisition Agreement

 

LIBOR

London inter-bank offered rate

 

Listing Rules

the Listing Rules made by the FCA under Part VI of FSMA

 

London Stock Exchange

London Stock Exchange plc

 

NHS

the National Health Service

 

Numis

Numis Securities Limited

 

Official List

the Official List of the Financial Conduct Authority pursuant to Part VI of FSMA

 

Ordinary Shares or Shares

ordinary shares of 50 pence each in the share capital of the Company

 

Peel Hunt

Peel Hunt LLP

 

PHP or the Company

Primary Health Properties PLC, a public limited company incorporated in England and Wales with registered number 03033634

 

PHP Group or Group

the Company and each of its subsidiaries and subsidiary undertakings at the date of this document

 

PHP Share Scheme

the Primary Health Properties Share Scheme operated by Equiniti

 

Pounds Sterling or £

the lawful currency of the United Kingdom

 

PPP Holdings

Prime Public Partnerships (Holdings) Limited

 

PPP

PPP Holdings and Prime Public Partnerships Limited, the wholly owned subsidiary of PPP Holdings

 

PPP Group

PPP Holdings and PPP

 

PPP Portfolio

the 54 real estate properties owned by the PPP Group

 

Resolutions

the resolutions to be proposed at the General Meeting

 

RPI

retail price index

 

Sellers

the holders of the entire issued share capital of PPP Holdings

 

Shareholder

a holder of Ordinary Shares from time to time

 

United Kingdom or UK

the United Kingdom of Great Britain and Northern Ireland

 

US Securities Act

the United States Securities Act 1933, as amended

 

United States

the United States of America, its territories and possessions, any state of the United States and the District of Columbia

 

WAULT

weighted average unexpired lease term

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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