TIDMAGR
RNS Number : 1426S
Assura PLC
11 November 2021
Legal Entity Identifier (LEI): 21380026T19N2Y52XF72
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR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 IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN ASSURA PLC OR ANY OTHER ENTITY IN
ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS
DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION
WITH, ANY INVESTMENT DECISION IN RESPECT OF ASSURA PLC.
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 ("UK MARKET ABUSE REGULATION").
11 November 2021
Assura PLC
("Assura" or the "Company" or the "Group")
Result of Placing
Assura announces the successful pricing of the placing of new
ordinary shares of 10p each in the share capital of the Company
(the "Ordinary Shares") announced earlier today (the "Placing")
which was oversubscribed.
A total of 267,554,740 new ordinary shares in the Company,
representing approximately 10 per cent of the Company's existing
issued share capital (the "Placing"), will be issued at a price of
68.0 pence per share (the "Placing Price"), raising gross proceeds
of approximately GBP182 million.
Combined with the Directors' subscription (194,117 Ordinary
Shares), a total of 263,350,195 new ordinary shares in the Company
(the "Placing Shares") have been placed with institutional
investors by Barclays Bank PLC ("Barclays"), J.P. Morgan Cazenove,
which conducts its UK investment banking activities as J.P. Morgan
Cazenove ("J.P. Morgan") and Stifel Nicolaus Europe Limited
("Stifel") at the Placing Price. Barclays, J.P. Morgan and Stifel
are acting as Joint Bookrunners (together, the "Joint Bookrunners")
in respect of the Placing.
In addition, retail investors have subscribed in the offer made
by the Company via the PrimaryBid platform for a total of 4,204,545
new ordinary shares in the capital of the Company (the "Retail
Shares") at the Placing Price (the "PrimaryBid Offer").
The Placing Shares and Retail Shares being issued together
represent approximately 10 per cent of the Company's issued share
capital immediately prior to the Placing and PrimaryBid Offer. The
Placing Price represents a discount of approximately 1.4 per cent
to the intraday price on 11 November 2021 at 12:00pm and 16.4 per
cent premium to Assura's EPRA NTA of 58.4p.
Assura consulted with a number of its major shareholders prior
to the Placing and has respected the principles of pre-emption
through the allocation process insofar as possible. The Company is
pleased by the strong support it has received from new and existing
shareholders, including retail shareholders via the PrimaryBid
Offer.
Applications have been made to the Financial Conduct Authority
(the "FCA") and London Stock Exchange plc (the "LSE") respectively
for the admission of the Placing Shares and the Retail Shares to
the premium listing segment of the Official List of the FCA and to
trading on the main market for listed securities of the LSE
(together, "Admission"). It is expected that Admission will become
effective on or before 8.00 a.m. on 15 November 2021. The Placing
is conditional upon, amongst other things, Admission becoming
effective and upon the placing agreement not being terminated in
accordance with its terms. The PrimaryBid Offer is also conditional
upon Admission becoming effective and upon the placing agreement
not being terminated in accordance with its terms.
The Placing Shares and Retail Shares will, when issued, be
credited as fully paid and will rank pari passu in all respects
with the existing Ordinary Shares (other than treasury shares which
are non-voting and do not qualify for dividends), including the
right to receive all dividends and other distributions declared,
made or paid in respect of Ordinary Shares after the date of
issue.
BlackRock, Inc. as agent for and on behalf of its discretionary
managed clients ("Blackrock") is a related party of the Company for
the purposes of Chapter 11 of the Listing Rules as a result of
being entitled to exercise, or to control the exercise of, over 10
per cent. of the votes able to be cast at general meetings of the
Company. Blackrock has agreed to subscribe for 15,356,899 Placing
Shares at an aggregate value of GBP10.4 million under, and on the
terms and conditions of, the Placing. This constitutes a smaller
related party transaction under Listing Rule 11.1.10R. Stifel, in
accordance with Listing Rule 11.1.10R (2)(b), has confirmed that
the terms of the proposed Placing with Blackrock are fair and
reasonable as far as the shareholders of the Company are
concerned.
Following Admission, the total number of shares in issue in the
Company will be 2,945,072,700. Therefore, following Admission, the
total number of voting shares in Assura in issue will be
2,945,072,700.
Director participation
The following Directors and other persons discharging managerial
responsibilities ("PDMR") and / or persons closely associated
("PCA") with them, have subscribed for a total of 194,117 Ordinary
Shares in the Placing, at the Placing Price, as follows:
Name Number of Ordinary Shares
Jonathan Davies 150,000
Louise Fowler 14,706
Sam Barrell 29,411
This announcement includes inside information as defined in
Article 7 of the UK Market Abuse Regulation and is being released
on behalf of Assura PLC by Orla Ball, Company Secretary.
For further information on the announcement, please contact:
Assura
Jonathan Murphy - CEO
Jayne Cottam - CFO
David Purcell - Head of Investor
Relations +44 1925 420660
Barclays (Joint Bookrunner)
Bronson Albery
Tom Macdonald
Dominic Harper +44 207 623 2323
J.P. Morgan (Joint Bookrunner)
Barry Meyers
Beau Freker
Jessica Murray +44 207 742 4000
Stifel (Joint Bookrunner)
Mark Young
Stewart Wallace
Jonathan Wilkes-Green +44 20 7710 7600
Finsbury
Gordon Simpson
James Thompson +44 20 7251 3801
IMPORTANT NOTICES
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 Placing 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 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
Placing in the United States or to conduct any public offering of
securities in the United States or elsewhere.
Members of the public are not eligible to take part in the
Placing. This Announcement and the terms and conditions set out in
the Appendix are for information purposes only and are directed
only at: (a) persons in Member States of the Economic European Area
who are qualified investors within the meaning of article 2(e) of
the EU Prospectus Regulation ("EU Qualified Investors"); (b) in the
United Kingdom, qualified investors within the meaning of article
2(e) of the UK Prospectus Regulation ("UK Qualified Investors") who
are persons who (i) have professional experience in matters
relating to investments falling within the definition of
"investments professional" in article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order"); (ii) are persons falling within article
49(2)(a) to (d) ("high net worth companies, unincorporated
associations, etc") of the Order; (c) in Israel, qualified
investors listed in the first addendum to the Israeli Securities
Law, 5728-1968; and (d) persons to whom it may otherwise be
lawfully communicated (all such persons together being referred to
as "Relevant Persons"). This Announcement must not be acted on or
relied on by persons who are not Relevant Persons.
Barclays Bank PLC ("Barclays") and J.P. Morgan Securities plc
(which conducts its UK investment banking services as "J.P. Morgan
Cazenove") are authorised by the Prudential Regulation Authority
("PRA") and regulated in the United Kingdom by the FCA and the PRA.
Stifel Nicolaus Europe Limited ("Stifel", and together with
Barclays and J.P. Morgan Cazenove, the "Joint Bookrunners") is
authorised and regulated in the United Kingdom by the FCA.
Barclays, J.P. Morgan Cazenove and Stifel are each acting
exclusively for the Company in connection with the Placing. None of
Barclays, J.P. Morgan Cazenove or Stifel will regard any other
person (whether or not a recipient of this Announcement) as a
client in relation to the Placing 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 the Placing or any transaction, matter or arrangement
described in this announcement. Apart from the responsibilities and
liabilities, if any, which may be imposed upon Barclays, J.P.
Morgan Cazenove and Stifel by the Financial Services and Markets
Act 2000, as amended or the regulatory regime established
thereunder, none of Barclays, J.P. Morgan Cazenove and Stifel 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 Placing
Shares, the Placing, 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 the Joint Bookrunners 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, if given or made, such information or representations must not
be relied on as having been authorised by the Company or Barclays,
J.P. Morgan Cazenove or Stifel. Subject to the Listing Rules, the
Prospectus Regulation 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 the Company since the date of this
Announcement or that the information in it is correct as at any
subsequent date.
Information to Distributors
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements")
and/or any equivalent requirements elsewhere to the extent
determined to be applicable, and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK Product Governance
Requirements and/or any equivalent requirements elsewhere to the
extent determined to be applicable) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval
process, which has determined that such Placing Shares are: (i)
compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and
eligible counterparties, each defined in Chapter 3 of the FCA
Handbook Conduct of Business Sourcebook; and (ii) eligible for
distribution through all permitted distribution channels (the
"Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Placing
Shares may decline and investors could lose all or part of their
investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, the Joint Bookrunners will only procure
investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Chapters 9A or 10A respectively of the FCA
Handbook Conduct of Business Sourcebook; or (b) a recommendation to
any investor or group of investors to invest in, or purchase, or
take any other action whatsoever with respect to the Placing
Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
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END
ROIGPGUWGUPGGQG
(END) Dow Jones Newswires
November 11, 2021 11:32 ET (16:32 GMT)
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