TIDMAGR
RNS Number : 0169S
Assura PLC
11 November 2021
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION (EU NO.
596/2014) WHICH FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018.
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES
NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE
FOR, ANY SECURITIES OF ASSURA PLC OR ANY OTHER ENTITY IN ANY
JURISDICTION.
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR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 OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE
PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS
AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN
779021).
11 November 2021
ASSURA PLC
(" Assura " or the " Company " )
PrimaryBid Offer
Assura ( LON : AGR ), the primary care property investor and
developer , is pleased to announce, a conditional offer for
subscription via PrimaryBid (the "PrimaryBid Offer") of new
ordinary shares of 10 pence each in the Company (the "PrimaryBid
Shares") . The Company is also conducting a placing of new ordinary
shares at the Offer Price (the "Placing Shares") by way of an
accelerated bookbuild process as announced earlier today (the
"Placing", together with the PrimaryBid Offer, the "Capital
Raise"). As part of the Placing, certain directors of the Company
intend to subscribe for approximately GBP130,000 of new ordinary
shares in the Company in aggregate.
The price at which the new ordinary shares to be issued pursuant
to the Placing are to be placed will be determined following the
closing of the accelerated bookbuild process (the "Offer Price").
The issue price for the PrimaryBid Shares will be the Offer
Price.
The PrimaryBid Offer and the Placing are conditional on the new
Ordinary Shares to be issued pursuant to the PrimaryBid Offer and
the Placing being admitted to trading on the premium segment of the
Official List of the Financial Conduct Authority and to trading on
London Stock Exchange's main market for listed securities
("Admission"). Applications for Admission will be made to the
Financial Conduct Authority for the New Ordinary Shares to be
admitted to the premium listing segment of the Official List and to
the London Stock Exchange. The bookbuild is expected to close no
later than 4.00 p.m. (London time) on 11 November 2021 however it
may close early. Admission is expected to be take place at 8.00
a.m. on 15 November 2021 . The PrimaryBid Offer will not be
completed without Admission of the Placing Shares.
The net proceeds of the Capital Raise will be used to fund the
Company's current short-term pipeline of GBP193 million, split as
follows:
-- GBP102 million of acquisition opportunities all in legal
hands, expected to complete within the next three-six months;
-- GBP72 million of onsite developments, with the majority of these to complete during 2022; and
-- GBP19 million of asset enhancement capital projects, GBP4
million of which (5 projects) are currently on site.
PrimaryBid Offer
The Company values its retail investor base and is therefore
pleased to provide private and other investors the opportunity to
participate in the PrimaryBid Offer by applying exclusively through
the PrimaryBid mobile app available on the Apple App Store and
Google Play. PrimaryBid does not charge investors any commission
for this service.
The PrimaryBid Offer, via the PrimaryBid mobile app, will be
open to individual investors following the release of this
announcement. The PrimaryBid Offer is expected to close no later
than 4.00 p.m. on 11 November, 2021. The PrimaryBid Offer may close
early if it is oversubscribed.
The Company reserves the right to scale back any order at its
discretion. The Company and PrimaryBid reserve the right to reject
any application for subscription under the PrimaryBid Offer without
giving any reason for such rejection.
No commission is charged to investors on applications to
participate in the PrimaryBid Offer made through PrimaryBid. It is
vital to note that once an application for New Ordinary Shares has
been made and accepted via PrimaryBid, an application cannot be
withdrawn.
For further information on PrimaryBid or the procedure for
applications under the PrimaryBid Offer, visit www.PrimaryBid.com
or email PrimaryBid at enquiries@primarybid.com.
The New Ordinary Shares will be issued free of all liens,
charges and encumbrances and will, when issued and fully paid, rank
pari passu in all respects with the Company's existing Ordinary
Shares.
A ssura plc
Jonathan Murphy - CEO
Jayne Cottam - CFO
David Purcell - Head of Investor Relations +44 1925 420660
PrimaryBid Limited enquiries@primarybid.com
Charles Spencer
James Deal
Finsbury
Gordon Simpson
James Thompson +44 20 7251 3801
Details of the PrimaryBid Offer
The Company highly values its retail investor base which has
supported the Company alongside institutional investors over
several years. Given the longstanding support of retail
shareholders, the Company believes that it is appropriate to
provide retail and other interested investors the opportunity to
participate in the PrimaryBid Offer. The Company is therefore
making the PrimaryBid Offer available exclusively through the
PrimaryBid mobile app.
The PrimaryBid Offer is offered under the exemptions against the
need for a prospectus allowed under the Prospectus Regulation
Rules. As such, there is no need for publication of a prospectus
pursuant to the Prospectus Regulation Rules, or for approval of the
same by the Financial Conduct Authority. The PrimaryBid Offer is
being made only in the United Kingdom.
The quantum of the PrimaryBid Offer shall not exceed the
sterling equivalent of EUR8 million.
There is a minimum subscription of GBP250 per investor under the
terms of the PrimaryBid Offer which is open to existing
shareholders and other investors subscribing via the PrimaryBid
mobile app.
For further details please refer to the PrimaryBid website at
www.PrimaryBid.com . The terms and conditions on which the
PrimaryBid Offer is made, including the procedure for application
and payment for New Ordinary Shares, is available to all persons
who register with PrimaryBid.
Investors should make their own investigations into the merits
of an investment in the Company. Nothing in this announcement
amounts to a recommendation to invest in the Company or amounts to
investment, taxation or legal advice.
It should be noted that a subscription for New Ordinary Shares
and investment in the Company carries a number of risks. Investors
should consider the risk factors set out on www.PrimaryBid.com
before making a decision to subscribe for New Ordinary Shares.
Investors should take independent advice from a person experienced
in advising on investment in securities such as the New Ordinary
Shares if they are in any doubt.
IMPORTANT NOTICE
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
AMED, 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.
Neither this Announcement, nor any copy of it, may be taken or
transmitted, published or distributed, directly or indirectly, in
or into the United States, Australia, Canada, Japan, or the
Republic of South Africa or to any persons in any of those
jurisdictions or any other jurisdiction where to do so would
constitute a violation of the relevant securities laws of such
jurisdiction. This Announcement is for information purposes only
and does not constitute an offer to sell or issue, or the
solicitation of an offer to buy, acquire or subscribe for any
shares in the capital of the Company in the United States,
Australia, Canada, Japan or the Republic of South Africa or any
other state or jurisdiction in which such offer or solicitation is
not authorised or to any person to whom it is unlawful to make such
offer or solicitation. Any failure to comply with these
restrictions may constitute a violation of securities laws of such
jurisdictions.
The PrimaryBid Shares have not been, and will not be, registered
under the US Securities Act of 1933, as amended (the "US Securities
Act"), or under any securities laws of any state or other
jurisdiction of the United States and may not be offered, sold,
resold, transferred or delivered, directly or indirectly, in or
into the United States or to a US person as defined in the US
Securities Act 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 the securities laws of
any state or other jurisdiction of the United States. There is no
intention to register any portion of the PrimaryBid Offer in the
United States or to conduct any public offering of securities in
the United States or elsewhere.
All offers of PrimaryBid Shares will be made pursuant to an
exemption (i) under the UK version of the EU Prospectus Regulation,
which forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 (the "UK Prospectus Regulation"), in each
case as amended from time to time; and (ii) under section 86(1)(e)
of the Financial Services and Markets Act 2000, as amended
("FSMA"), from the requirement to produce a prospectus. No
prospectus will be made available in connection with the matters
contained in this Announcement and no such prospectus is required
(in accordance with the EU Prospectus Regulation and/or the UK
Prospectus Regulation) to be published. Persons needing advice
should consult an independent financial adviser.
Recipients of this Announcement should conduct their own
investigation, evaluation and analysis of the business, data and
property described in this Announcement. This announcement does not
constitute a recommendation concerning any investor's options with
respect to the Placing or the PrimaryBid Offer. 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.
Any indication in this Announcement of the price at which
ordinary shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. No statement in this
Announcement is intended as a profit forecast or estimate for any
period.
The PrimaryBid Shares to be issued or sold pursuant to the
PrimaryBid Offer will not be admitted to trading on any stock
exchange other than the London Stock Exchange.
Neither the content of the Company's website (nor any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (nor any other website) is incorporated
into or forms part of this Announcement.
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in 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 the United Kingdom.
Cautionary statement regarding forward-looking statements
This announcement contains forward-looking statements. These
statements relate to the future prospects, developments and
business strategies of the Company. Forward-looking statements are
identified by the use of such terms as "believe", "could",
"envisage", "estimate", "potential", "intend", "may", "plan",
"will" or variations or similar expressions, or the negative
thereof. The forward-looking statements contained in this
announcement are based on current expectations and are subject to
risks and uncertainties that could cause actual results to differ
materially from those expressed or implied by those statements. If
one or more of these risks or uncertainties materialise, or if
underlying assumptions prove incorrect, the Company's actual
results may vary materially from those expected, estimated or
projected. Given these risks and uncertainties, certain of which
are beyond the Company's control, potential investors should not
place any reliance on forward-looking statements. These
forward-looking statements speak only as at the date of this
announcement. Except as required by law, neither the Company nor
PrimaryBid undertakes any obligation to publicly release any update
or revisions to the forward-looking statements contained in this
announcement to reflect any change in events, conditions or
circumstances on which any such statements are based after the time
they are made.
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END
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November 11, 2021 02:01 ET (07:01 GMT)
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