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RNS
Assura PLC  -  AGR   

Completion of Bookbuild

Released 07:00 17-Nov-2017

RNS Number : 7710W
Assura PLC
17 November 2017
 

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN,  THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. 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 ORDINARY SHARES. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY NEW ORDINARY SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU NO. 596/2014).

 

 

 

17 November 2017

ASSURA PLC

("Assura", the "Group" or the "Company")

 

Completion of Bookbuild for Firm Placing, Placing and Open Offer

 

Further to the announcement on 16 November 2017 Assura PLC ("Assura" or the "Company") is pleased to announce the completion of the Bookbuild for the Firm Placing and Placing and Open Offer.

 

Pursuant to the Firm Placing and Placing and Open Offer a total of 526,315,789 New Ordinary Shares will be issued at the Offer Price of 57 pence per New Ordinary Share (subject to the conditions noted below), raising gross proceeds of approximately £300 million.

 

Result of the Firm Placing and the Placing

193,460,489 New Ordinary Shares ("Firm Placed Shares") have been placed under the Firm Placing. 332,855,300 New Ordinary Shares ("Placing Shares") have been placed under the Placing, subject to clawback to satisfy valid applications by Qualifying Shareholders under the terms of the Open Offer and Excess Application Facility. The Firm Placed Shares are not subject to clawback and are not part of the Placing and Open Offer.

 

The Share Issue remains conditional upon, amongst other things, Shareholder approval of the Resolution and the

Sponsor and Placing Agreement becoming or being declared unconditional in all respects by 8.00 a.m. on 6 December 2017 (or such later time and/or date as the Joint Bookrunners may agree, being not later than 8.00 a.m. on 22 December 2017) and the Sponsor and Placing Agreement not being terminated in accordance with its terms.

 

Open Offer

The Open Offer will open on 17 November 2017 with Qualifying Shareholders having an Open Offer Entitlement of 2 Open Offer Shares for every 11 Existing Ordinary Shares, registered in the name of the relevant Qualifying Shareholder on the Record Date. Qualifying Shareholders are also being offered the opportunity to subscribe for New Ordinary Shares in addition to their Open Offer Entitlements under the Excess Application Facility. The Open Offer is expected to close on 1 December 2017.

 

Further details on the Open Offer are included in the Prospectus.

 

Offer for Subscription

Up to 52,631,578 New Ordinary Shares remain available pursuant to the Offer for Subscription to allow interested parties, who cannot participate in the Firm Placing and Placing and Open Offer, an opportunity to subscribe for New Ordinary Shares. The Offer for Subscription will open on 17 November 2017 and the New Ordinary Shares will be issued at the Offer Price. Any New Ordinary Shares issued pursuant to the Offer for Subscription will be in addition to the Firm Placing and Placing and Open Offer. The Offer for Subscription is expected to close on 1 December 2017.

 

Dividend

The Company confirms that the next quarterly interim dividend of 0.655 pence per share will be paid on 24 January 2018 to shareholders on the register on 15 December 2017 (the "Record Date"). The Ex-dividend Date will be 14 December 2017.

 

Related party

 

Invesco Asset Management Limited, as agent for and on behalf of its discretionary managed clients, ("Invesco"), a substantial shareholder of the Company, has subscribed for £12.2 million in the Firm Placing and Placing and Open Offer which is classified as a smaller related party transaction as defined in Listing Rule 11.1.10.

 

Jonathan Murphy, CEO said: "We are pleased with the investor support for this fund raising which was oversubscribed with strong support from shareholders. This allows Assura to continue investing in the primary health care estate of the future and positions us at the forefront of this opportunity."

Unless otherwise defined, the terms used in this announcement shall have the same meaning as set out in the prospectus that has been published by Assura and sent to Shareholders (the "Prospectus"), a copy of which is available on the Company's website at www.assuraplc.com.

 

 

For more information, please contact:

 

Assura plc

 +44 1925 420660

Jonathan Murphy, CEO


Jayne Cottam

Orla Ball


Stifel Nicolaus Europe Limited

+44 20 7710 7600

Mark Young

Stewart Wallace

Tom Yeadon



 

J.P. Morgan Cazenove

+44 207 742 4000

Bronson Albery


Barry Meyers


 

 

 

IMPORTANT NOTICE

Shareholders should note that the Open Offer is not a rights issue. Qualifying CREST Shareholders should note that the Open Offer Entitlements will not be tradeable or listed and that, although the Open Offer Entitlements will be admitted to CREST and be enabled for settlement, applications in respect of entitlements under the Open Offer may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim raised by Euroclear's Claims Processing Unit. Qualifying Non-CREST Shareholders should note that the Application Form is not a negotiable document and cannot be traded.

Qualifying Shareholders should be aware that in the Open Offer, unlike in a rights issue, any Open Offer Shares not applied for will not be sold in the market or placed for the benefit of Qualifying Shareholders who do not apply under the Open Offer, but will be subscribed for under the Placing with the net proceeds retained for the benefit of the Company and Qualifying Shareholders who do not apply to take up their Open Offer Entitlements will have no rights under the Open Offer to receive any proceeds from it.

This announcement is not a prospectus but an advertisement and investors should not make any decision to purchase, subscribe for, otherwise acquire, sell or otherwise dispose of any New Ordinary Shares referred to in this announcement except on the basis of the information contained in the Prospectus published by Assura in connection with the Share Issue.

Copies of the Prospectus are available from the registered office of Assura and on Assura's website at www.assuraplc.com. The Prospectus is not, subject to certain exceptions, available (through the website or otherwise) to Shareholders and prospective investors in the United States, Australia, Canada, Japan and the Republic of South Africa. Neither the content of Assura's website nor any website accessible by hyperlinks on Assura's website is incorporated in, or forms part of, this announcement. The Prospectus provides further details of the New Ordinary Shares being offered pursuant to the Share Issue.

This announcement does not contain or constitute an offer to sell or the solicitation of an offer to purchase securities to any person with a registered address in, or who is resident in, any Excluded Territory or in any jurisdiction in which such an offer or solicitation is unlawful. None of the securities referred to herein have been or will be registered under the relevant laws of any state, province or territory in any Excluded Territory. Subject to certain limited exceptions, none of these materials will be released, published, distributed or forwarded in or into any Excluded Territory.

This announcement does not contain or constitute an offer for sale or the solicitation of an offer to purchase securities in the United States. The New Ordinary Shares have not been and will not be registered under the Securities Act or under any 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, within the United States except pursuant to an applicable exemption from or in a transaction not subject to the registration requirements of the 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 offer of the New Ordinary Shares in the United States.

This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, any securities in any jurisdiction. No offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, any securities will be made in any jurisdiction in which such an offer or solicitation is unlawful. The information contained in this announcement is not for release, publication or distribution to persons in the United States or any other Excluded Territory, and should not be distributed, forwarded to or transmitted in or into any jurisdiction, where to do so might constitute a violation of local securities laws or regulations.

This announcement has been prepared in accordance with English law, the EU Market Abuse Regulation and the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

The distribution of this announcement into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction. In particular, subject to certain exceptions, this announcement, the Prospectus (once published) and the Application Forms should not be distributed, forwarded to or transmitted in or into the United States or any other Excluded Territory.

Recipients of this announcement and/or the Prospectus should conduct their own investigation, evaluation and analysis of the business, data and property described in this announcement and/or the Prospectus. This announcement does not constitute a recommendation concerning any investor's options with respect to the Share Issue. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

Notice to all investors

Stifel Nicolaus Europe Limited ("Stifel") is authorised and regulated in the United Kingdom by the FCA. J.P. Morgan Securities plc (which conducts its UK investment banking services as "J.P. Morgan Cazenove") is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA. Stifel and J.P. Morgan Cazenove are each acting exclusively for the Company in connection with the Share Issue. Neither Stifel nor J.P. Morgan Cazenove will regard any other person (whether or not a recipient of this announcement) as a client in relation to the Share Issue and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to Share Issue or any transaction, matter or arrangement described in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed upon Stifel and J.P. Morgan Cazenove by FSMA or the regulatory regime established thereunder, none of Stifel, J. P. Morgan Cazenove nor any of their respective affiliates directors, officers, employees, agents or advisers accepts any responsibility whatsoever, and no representation or warranty, express or implied, is made or purported to be made by any of them, or on their behalf, for or in respect of the contents of this announcement, including its accuracy, completeness, verification or sufficiency, or concerning any other document or statement made or purported to be made by it, or on its behalf, in connection with the Company, the New Ordinary Shares, the Share Issue, and nothing in this announcement is, or shall be relied upon as, a warranty or representation in this respect, whether as to the past or future. Each of Stifel, J.P. Morgan Cazenove and each of their respective affiliates directors, officers, employees, agents and advisers disclaim, to the fullest extent permitted by law, all and any liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or any such statement.

No person has been authorised to give any information or to make any representations other than those contained in this announcement and the Prospectus and, if given or made, such information or representations must not be relied on as having been authorised by Assura or Stifel or J.P. Morgan Cazenove. Subject to the Listing Rules, the Prospectus Rules and the Disclosure Guidance and Transparency Rules of the FCA, the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of Assura since the date of this announcement or that the information in it is correct as at any subsequent date.

 


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Completion of Bookbuild - RNS