TIDMPHP
RNS Number : 6716C
Primary Health Properties PLC
18 June 2019
18 June 2019
NOT FOR DISTRIBUTION IN OR TO THE UNITED STATES, CANADA,
AUSTRALIA, JAPAN OR SOUTH AFRICA, OR IN OR TO ANY OTHER
JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY
APPLICABLE LAW
Primary Health Properties PLC
Convertible Bond Offering
Primary Health Properties PLC (the "Company"), one of the UK's
leading investors in modern primary healthcare facilities, today
announces the pricing and final terms of its offering of GBP150
million of Convertible Bonds due 2025 (the "Bonds").
The Bonds will be issued by PHP Finance (Jersey No 2) Limited, a
wholly-owned subsidiary of the Company incorporated in Jersey (the
"Issuer"), and will be guaranteed by the Company.
The net proceeds of the Bonds are intended to be used to repay
the Company's GBP75 million, 5.375% senior unsecured bonds due 2019
(ISIN: XS0795445823) on its maturity date and otherwise for general
corporate purposes.
The Bonds will be unsecured obligations of the Issuer and will
be subject to a negative pledge. The Bonds will be issued at par
and will carry a coupon of 2.875% per annum payable semi-annually
in arrear. Subject to certain conditions, the Bonds will be
convertible into preference shares of the Issuer which will be
automatically and mandatorily exchangeable into fully paid ordinary
shares of the Company (the "Shares"). The initial exchange price
has been set at 153.25 pence, a premium of 15% above the volume
weighted average price of a Share on 18 June 2019 being 133.26
pence. Under the terms of the Bonds, the Company will have the
right to elect to settle exercise of any conversion rights entirely
in Shares or cash, or with a combination of Shares and cash. The
exchange price will be subject to adjustment in certain
circumstances.
Settlement of the Bonds is expected to take place on or about 15
July 2019 (the "Settlement Date"). If not previously converted,
redeemed or purchased and cancelled, the Bonds will be redeemed at
par on maturity in July 2025. The Issuer will have the option to
redeem all outstanding Bonds on or after the date falling 3 years
and 21 days after the Settlement Date at par plus accrued interest
if the volume weighted average price of the Shares underlying each
GBP1,000 principal amount of Bonds shall have exceeded GBP1,300 on
each of at least 20 dealing days in any period of 30 consecutive
dealing days or, at any time, if 15% or less of the principal
amount of the Bonds remains outstanding.
Application is intended to be made for the Bonds to be admitted
to listing on a recognised stock exchange within the meaning of
section 1005 of the Income Tax Act 2007 or to trading on a
"multilateral" trading facility operated by an EEA regulated stock
exchange after the Settlement Date but prior to the first interest
payment date in respect of the Bonds.
Stifel Nicolaus Europe Limited is acting as Global Coordinator
and Joint Bookrunner. Barclays Bank PLC and HSBC Bank plc are
acting as Joint Bookrunners. IDCM Limited and Peel Hunt LLP are
acting as Co-Managers for the offering.
Harry Hyman, Managing Director of PHP, commented:
"We are delighted to be returning to the convertible bond market
following the completion of our transformative merger with MedicX
Fund Limited. The coupon of 2.875% reflects the confidence with
which the enlarged group is viewed by the capital markets and will
reduce the enlarged group's average cost of finance to 3.8%
following repayment of the 5.375% senior unsecured bond at the end
of July 2019. The proceeds will further strengthen our position for
the continued acquisition of high quality, income generating assets
as we expand our portfolio of modern primary care centres in the UK
and Ireland."
For further information, please contact:
Primary Health Properties PLC
Harry Hyman Richard Howell
Managing Director Finance Director
Tel: +44 (0) 20 7451 7050 Tel: +44 (0) 20 7104 5599
Stifel Nicolaus Europe Limited
Christopher Thurn Michael Coakley
Managing Director Managing Director
Tel: +44 (0) 20 7663 3210 Tel: +44 (0) 20 7663 3202
Barclays Bank PLC
Ben West
Director
Tel: +44 (0) 20 7773 8300
HSBC Bank plc
Tony Sand
Director
Tel: +44 (0) 20 7991 5271
IDCM Limited
Stuart Bell Elise Huttenga
Executive Director Executive Director
Tel: +44 (0) 20 3542 3921 Tel: +44 (0) 20 3542 3926
Peel Hunt LLP
Scott Beattie Stuart Galvin
Director Director
Tel: +44 (0) 20 7418 8945 Tel: +44 (0) 20 7418 8975
Buchanan Communications
David Rydell / Steph Watson
Tel: +44 (0) 20 7466 5066
IMPORTANT NOTICE
THE INFORMATION CONTAINED IN THIS PRESS RELEASE IS FOR
BACKGROUND PURPOSES ONLY AND DOES NOT PURPORT TO BE FULL OR
COMPLETE. NO RELIANCE MAY BE PLACED FOR ANY PURPOSE ON THE
INFORMATION CONTAINED IN THIS PRESS RELEASE OR ITS ACCURACY OR
COMPLETENESS. THE INFORMATION IN THIS PRESS RELEASE IS SUBJECT TO
CHANGE.
NO ACTION HAS BEEN TAKEN BY THE ISSUER, THE COMPANY, THE JOINT
BOOKRUNNERS, THE CO-MANAGERS OR ANY OF THEIR RESPECTIVE AFFILIATES
THAT WOULD PERMIT AN OFFERING OF THE BONDS OR POSSESSION OR
DISTRIBUTION OF THIS PRESS RELEASE OR ANY OFFERING OR PUBLICITY
MATERIAL RELATING TO THE BONDS IN ANY JURISDICTION WHERE ACTION FOR
THAT PURPOSE IS REQUIRED OTHER THAN IN JERSEY. PERSONS INTO WHOSE
POSSESSION THIS PRESS RELEASE COMES ARE REQUIRED BY THE ISSUER, THE
COMPANY, THE JOINT BOOKRUNNERS AND THE CO-MANAGERS TO INFORM
THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.
THIS PRESS RELEASE IS NOT FOR DISTRIBUTION, DIRECTLY OR
INDIRECTLY IN OR INTO THE UNITED STATES. THIS PRESS RELEASE IS NOT
AN OFFER TO SELL SECURITIES OR THE SOLICITATION OF ANY OFFER TO BUY
SECURITIES, NOR SHALL THERE BE ANY OFFER OF SECURITIES IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SALE WOULD BE UNLAWFUL.
THIS PRESS RELEASE DOES NOT CONSTITUTE OR FORM PART OF AN OFFER
TO SELL SECURITIES OR THE SOLICITATION OF ANY OFFER TO SUBSCRIBE
FOR OR OTHERWISE BUY ANY SECURITIES TO ANY PERSON IN THE UNITED
STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR IN ANY
JURISDICTION TO WHOM OR IN WHICH SUCH OFFER OR SOLICITATION IS
UNLAWFUL. THE SECURITIES REFERRED TO IN THIS PRESS RELEASE HAVE NOT
BEEN AND WILL NOT BE REGISTERED IN THE UNITED STATES UNDER THE US
SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES ACT") AND MAY NOT
BE OFFERED OR SOLD IN THE UNITED STATES UNLESS REGISTERED UNDER THE
SECURITIES ACT OR OFFERED IN A TRANSACTION EXEMPT FROM, OR NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
SUBJECT TO CERTAIN EXCEPTIONS, THE SECURITIES REFERRED TO HEREIN
MAY NOT BE OFFERED OR SOLD IN CANADA, AUSTRALIA, JAPAN OR SOUTH
AFRICA OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY NATIONAL,
RESIDENT OR CITIZEN OF CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA.
THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES IN THE UNITED
STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY OTHER
JURISDICTION.
THIS PRESS RELEASE AND THE OFFERING WHEN MADE ARE ONLY ADDRESSED
TO, AND DIRECTED IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA
(THE "EEA") AT, PERSONS WHO ARE "QUALIFIED INVESTORS" WITHIN THE
MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE ("QUALIFIED
INVESTORS"). FOR THESE PURPOSES, THE EXPRESSION "PROSPECTUS
DIRECTIVE" MEANS DIRECTIVE 2003/71/EC, AS AMED.
SOLELY FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS
CONTAINED WITHIN: (A) EU DIRECTIVE 2014/65/EU ON MARKETS IN
FINANCIAL INSTRUMENTS, AS AMED ("MIFID II"); (B) ARTICLES 9 AND 10
OF COMMISSION DELEGATED DIRECTIVE (EU) 2017/593 SUPPLEMENTING MIFID
II; AND (C) LOCAL IMPLEMENTING MEASURES (TOGETHER, THE "MIFID II
PRODUCT GOVERNANCE REQUIREMENTS"), AND DISCLAIMING ALL AND ANY
LIABILITY, WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE, WHICH
ANY "MANUFACTURER" (FOR THE PURPOSES OF THE MIFID II PRODUCT
GOVERNANCE REQUIREMENTS) MAY OTHERWISE HAVE WITH RESPECT THERETO,
THE BONDS HAVE BEEN SUBJECT TO A PRODUCT APPROVAL PROCESS, WHICH
HAS DETERMINED THAT: (I) THE TARGET MARKET FOR THE BONDS IS
ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ONLY, EACH AS
DEFINED IN MIFID II; AND (II) ALL CHANNELS FOR DISTRIBUTION OF THE
BONDS TO ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ARE
APPROPRIATE. ANY PERSON SUBSEQUENTLY OFFERING, SELLING OR RECOMMING
THE BONDS (A "DISTRIBUTOR") SHOULD TAKE INTO CONSIDERATION THE
MANUFACTURERS' TARGET MARKET ASSESSMENT; HOWEVER, A DISTRIBUTOR
SUBJECT TO MIFID II IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET
MARKET ASSESSMENT IN RESPECT OF THE BONDS (BY EITHER ADOPTING OR
REFINING THE MANUFACTURERS' TARGET MARKET ASSESSMENT) AND
DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.
THE TARGET MARKET ASSESSMENT IS WITHOUT PREJUDICE TO THE
REQUIREMENTS OF ANY CONTRACTUAL OR LEGAL SELLING RESTRICTIONS IN
RELATION TO ANY OFFERING OF THE BONDS.
FOR THE AVOIDANCE OF DOUBT, THE TARGET MARKET ASSESSMENT DOES
NOT CONSTITUTE: (A) AN ASSESSMENT OF SUITABILITY OR APPROPRIATENESS
FOR THE PURPOSES OF MIFID II; OR (B) A RECOMMATION TO ANY INVESTOR
OR GROUP OF INVESTORS TO INVEST IN, OR PURCHASE, OR TAKE ANY OTHER
ACTION WHATSOEVER WITH RESPECT TO THE BONDS.
THE BONDS ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE
AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE
AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA. FOR THESE PURPOSES, A
RETAIL INVESTOR MEANS A PERSON WHO IS ONE (OR MORE) OF: (I) A
RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF MIFID II;
OR (II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE 2002/92/EC,
WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS
DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II. CONSEQUENTLY, NO
KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014,
AS AMENDED (THE "PRIIPS REGULATION") FOR OFFERING OR SELLING THE
BONDS OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE
EEA HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE BONDS
OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE
EEA MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION.
IN ADDITION, IN THE UNITED KINGDOM THIS PRESS RELEASE IS BEING
DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT, QUALIFIED INVESTORS
(I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES
AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED
(THE "ORDER") AND QUALIFIED INVESTORS FALLING WITHIN ARTICLE
49(2)(A) TO (D) OF THE ORDER, AND (II) TO WHOM IT MAY OTHERWISE
LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED
TO AS "RELEVANT PERSONS"). THIS PRESS RELEASE MUST NOT BE ACTED ON
OR RELIED ON (I) IN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT
RELEVANT PERSONS, AND (II) IN ANY MEMBER STATE OF THE EEA OTHER
THAN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT QUALIFIED
INVESTORS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
PRESS RELEASE RELATES IS AVAILABLE ONLY TO (A) RELEVANT PERSONS IN
THE UNITED KINGDOM AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS IN THE UNITED KINGDOM AND (B) QUALIFIED INVESTORS IN MEMBER
STATES OF THE EEA (OTHER THAN THE UNITED KINGDOM).
ANY DECISION TO PURCHASE ANY OF THE BONDS SHOULD ONLY BE MADE ON
THE BASIS OF AN INDEPENDENT REVIEW BY A PROSPECTIVE INVESTOR OF THE
ISSUER'S AND THE COMPANY'S PUBLICLY AVAILABLE INFORMATION. NONE OF
THE JOINT BOOKRUNNERS, THE CO-MANAGERS OR ANY OF THEIR RESPECTIVE
AFFILIATES ACCEPT ANY LIABILITY ARISING FROM THE USE OF, OR MAKE
ANY REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF, THIS
PRESS RELEASE OR THE ISSUER'S AND THE COMPANY'S PUBLICLY AVAILABLE
INFORMATION. THE INFORMATION CONTAINED IN THIS PRESS RELEASE IS
SUBJECT TO CHANGE IN ITS ENTIRETY WITHOUT NOTICE UP TO THE
SETTLEMENT DATE.
EACH PROSPECTIVE INVESTOR SHOULD PROCEED ON THE ASSUMPTION THAT
IT MUST BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE BONDS OR THE
SHARES TO BE ISSUED OR TRANSFERRED AND DELIVERED UPON CONVERSION OF
THE BONDS AND NOTIONALLY UNDERLYING THE BONDS (TOGETHER WITH THE
BONDS, THE "SECURITIES"). NONE OF THE ISSUER, THE COMPANY, THE
JOINT BOOKRUNNERS OR THE CO-MANAGERS MAKE ANY REPRESENTATION AS TO
(I) THE SUITABILITY OF THE SECURITIES FOR ANY PARTICULAR INVESTOR,
(II) THE APPROPRIATE ACCOUNTING TREATMENT AND POTENTIAL TAX
CONSEQUENCES OF INVESTING IN THE SECURITIES OR (III) THE FUTURE
PERFORMANCE OF THE SECURITIES EITHER IN ABSOLUTE TERMS OR RELATIVE
TO COMPETING INVESTMENTS.
THE JOINT BOOKRUNNERS AND THE CO-MANAGERS ARE ACTING ON BEHALF
OF THE COMPANY AND NO ONE ELSE IN CONNECTION WITH THE BONDS AND
WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE
PROTECTIONS AFFORDED TO CLIENTS OF THE JOINT BOOKRUNNERS AND THE
CO-MANAGERS OR FOR PROVIDING ADVICE IN RELATION TO THE SECURITIES
OR THE BONDS.
EACH OF THE ISSUER, THE COMPANY, THE JOINT BOOKRUNNERS, THE
CO-MANAGERS AND THEIR RESPECTIVE AFFILIATES EXPRESSLY DISCLAIMS ANY
OBLIGATION OR UNDERTAKING TO UPDATE, REVIEW OR REVISE ANY STATEMENT
CONTAINED IN THIS PRESS RELEASE WHETHER AS A RESULT OF NEW
INFORMATION, FUTURE DEVELOPMENTS OR OTHERWISE.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCLLFIRRIITLIA
(END) Dow Jones Newswires
June 18, 2019 12:03 ET (16:03 GMT)
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