TIDMPHP
RNS Number : 2444L
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 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 Capital Raising
On 23 March 2018, PHP announced a proposed Firm Placing and
Placing, Open Offer and Offer for Subscription at 108 pence per
share (the "Capital Raising").
PHP is now pleased to announce that it has received valid
applications and commitments for the Capital Raising such that the
Company will issue 106,481,482 New Shares at 108 pence per share,
raising GBP115.0 million and exceeding its initial fundraising
target of up to GBP100 million. The issue of these New Shares is
subject to shareholder approval of the Capital Raising at today's
General Meeting. The issue of New Shares will be split as
follows:
-- 46,296,296 New Shares under the Firm Placing, raising gross proceeds of GBP50.0 million;
-- 30,017,790 New Shares taken up under the Open Offer,
including excess applications, raising gross proceeds of GBP32.4
million;
-- 25,817,826 New Shares under the Placing raising gross proceeds of GBP27.9 million; and
-- 4,349,570 New Shares under the Offer for Subscription raising
gross proceeds of GBP4.7 million.
Applications under the Open Offer (including excess
applications) and the Offer for Subscription will all be met in
full.
A General Meeting of the Company is to be held at 10.45 a.m.
today (or as soon thereafter as the annual general meeting convened
for 10.30 a.m. concludes) at CMS Cameron McKenna Nabarro Olswang
LLP, Cannon Place, 78 Cannon Street, London EC4N 6AF, at which the
Resolutions set out in the notice of general meeting dated 23 March
2018 will be proposed.
Harry Hyman, Managing Director of PHP, said:
"I am delighted to report the success of the Company's GBP115.0
million fundraise and on behalf of the Board, would like to thank
existing and new shareholders for their support. Once again the
fundraise has attracted a diversified range of high-quality
investors, as well as being well received by existing shareholders
with 82% take up under the Open Offer. This demonstrates that
investors firmly believe in the need to deliver an increased number
of next-generation health services to local communities in the UK
and Republic of Ireland, supporting the modernisation of primary
care services and alleviating the growing pressure on the NHS and
state-funded healthcare services in Ireland.
"The proceeds will enable PHP to grow its portfolio and the
Board believes the pipeline of acquisition targets will deliver
significant returns to shareholders. PHP continues to demonstrate
its value as a growing long-term investment opportunity which,
supported by ever-stronger market fundamentals, will continue to
deliver significant returns."
Miscellaneous
The Capital Raising remains conditional upon the Resolutions
being passed by Shareholders at the general meeting today, 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:
+44(0) 20
Primary Health Properties PLC 7451 7050
Harry Hyman, Managing Director
Richard Howell, Finance Director
+44(0) 207
Buchanan PR 7466 5000
David Rydell / Stephanie Watson/ Tilly
Abraham
Numis Securities Limited
Sole Sponsor, Joint Broker and Joint +44(0) 20
Bookrunner 7260 1000
Corporate Finance: Michael Meade /
Kevin Cruickshank
Corporate Broking: James Black / Jamie
Loughborough
Peel Hunt +44(0) 20
Joint Broker and Joint Bookrunner 7418 8900
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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