TIDMPHP
RNS Number : 7350E
Primary Health Properties PLC
12 April 2011
12 April 2011
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA
OR JAPAN OR ANY JURISDICTION IN WHICH SUCH PUBLICATION OR
DISTRIBUTION IS UNLAWFUL.
Primary Health Properties PLC
("PHP" or the "Company")
Cash placing to raise GBP16.1 million
Introduction
PHP announces today that it has raised gross proceeds of
GBP16.1million (approximately GBP15.6million net of commissions and
expenses) through the issue of 5,284,041 new ordinary shares of 50
pence each (the "Placing Shares") at a price of 305 pence per
Placing Share (the "Placing Price") with institutional investors
(the "Placing") representing in aggregate approximately 8.4 per
cent of the existing issued share capital of the Company, its
target maximum issue.
The Placing Price represents a discount of 5.3 per cent. to the
closing middle market price of 322 pence per ordinary share on 11
April 2011, being the latest date prior to this announcement.
The full terms and conditions of the Placing are set out in the
Appendix to this announcement.
Background to and reasons for the Placing
Since the placing and open offer in 2009, the Company has
continued to successfully execute its strategy, delivered
significant net asset growth and has acquired GBP117 million of
investment properties, with GBP16.6 million of acquisitions in the
year to date. The Directors believe the pipeline of properties
remains significant, and the positive gap between yields and
financing costs, together with the continued rental growth trend,
provides opportunities for PHP to make immediately earnings
enhancing and cash generating property investments. Accordingly,
the Company intends to use the proceeds of the Placing to finance
selected investment opportunities and expand its property
portfolio.
The Company will persist with its strict policy of maintaining
appropriate headroom on its covenants. In the short term, the
proceeds will be used to reduce the Company's borrowings and
provide the Company with further working capital and overall
financing flexibility.
Current trading of PHP
The Company has also separately announced today an interim
management statement, the key headlines included:
-- Completed acquisition of a further GBP12.3million of
investment properties
-- Commitment to the purchase of a new property in Newark for
GBP4.3million
-- Portfolio continues to be 100% let
-- Rental growth has continued with reviews settled in first
quarter generating an annualised uplift of 3.27%
-- Annual passing rent roll of GBP28.9m at 31 March 2011
(GBP28.0m at 31 December 2010)
-- Continued pipeline of attractive acquisition
opportunities
-- Credit approval for a new GBP50m interest only facility from
Clydesdale Bank
-- Health and Social Care Bill proposals for England expected to
enhance the role of GPs and lead to increased demand for modern
primary healthcare facilities in the medium term
Harry Hyman, Managing Director of PHP said:
"This capital raising will give PHP the capability to continue
enlarging its asset base through targeted acquisitions whilst
maintaining a conservative level of gearing. Current market
conditions continue to present PHP with attractive investment
opportunities at valuations that will deliver long-term shareholder
value. We are delighted our existing shareholders alongside new
investors have demonstrated their support and enabled us to achieve
our maximum target fund raise."
The Placing
The Placing Shares will be issued credited as fully paid and
will rank pari passu in all respects with the existing issued
shares of PHP including the right to receive all dividends and
other distributions declared, made or paid after the date of issue.
Following completion of the Placing, the total number of issued
ordinary shares in the Company will be 68,175,991. The issue of the
Placing Shares, which is being underwritten by Numis Securities
Limited and Peel Hunt LLP, is conditional inter alia upon
Admission.
Application will be made to the UK Listing Authority and to the
London Stock Exchange plc for the new ordinary shares to be
admitted to the Official List maintained by the UK Listing
Authority, and to be admitted to trading by the London Stock
Exchange plc on its market for listed securities. It is expected
that such admissions will become effective at 8 a.m. on 15 April
2011.
The Placing is conditional upon, amongst other things, Admission
becoming effective and on the Placing Agreement between the
Company, Numis Securities Limited and Peel Hunt LLP (together, the
"Underwriters") becoming unconditional and not being terminated
prior to Admission.
For further information contact:
Primary Health Properties PLC +44(0) 20 7451 7050
-------------------------------------------
Harry Hyman, Managing Director
Bell Pottinger Corporate and Financial +44(0) 20 7861 3232
David Rydell / Victoria Geoghegan
Numis Securities Limited +44(0) 20 7260 1000
Corporate Finance: Michael Meade / Andrew
Holloway
Corporate Broking: David Poutney / Rupert
Krefting
Peel Hunt LLP +44(0) 20 7418 8900
Corporate: Capel Irwin / Hugh Preston
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS
AND CONDITIONS SET OUT HEREIN ARE DIRECTED ONLY AT RELEVANT PERSONS
(AS DEFINED IN THE APPENDIX). THIS ANNOUNCEMENT (INCLUDING THE
APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE
ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY
INVESTMENT, CONTROLLED INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS
ANNOUNCEMENT (INCLUDING THE APPENDIX) IS FOR INFORMATION PURPOSES
ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN PHP.
Persons who are invited to and who choose to participate in the
Placing, by making an oral or written offer to subscribe for the
Placing Shares, will be deemed to have read and understood this
Announcement (including the Appendix) in its entirety and to be
making such offer on the terms and conditions, and to be providing
the representations, warranties, acknowledgements and undertakings,
contained in the Appendix.
The distribution of this announcement in certain jurisdictions
may be restricted by law. Persons into whose possession this
document comes should inform themselves about and observe any
restrictions on the distribution of this announcement. Any failure
to comply with these restrictions may constitute a violation of the
securities laws of any such jurisdictions. Persons receiving this
announcement should not distribute or send it into any jurisdiction
where to do so would or might contravene local securities laws or
regulations.
This announcement is not for publication, release or
distribution, directly or indirectly, in whole or in part, in or
into the United States, Australia, Canada, Japan or South Africa or
any jurisdiction in which the same would be unlawful. The Placing
Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "Securities Act") or under
any state securities laws and may not be offered or sold within the
United States unless registered under the Securities Act or
pursuant to an applicable exemption from, or as part of a
transaction not subject to, the registration requirements of the
Securities Act. The Placing Shares have not been and will not be
registered under the applicable securities laws of Canada,
Australia, South Africa or Japan and subject to certain exceptions,
the Ordinary Shares may not be offered or sold in Canada,
Australia, South Africa or Japan or to, or for the account or
benefit of, any resident of Canada, Australia, South Africa or
Japan. There will be no public offer of securities in the United
States, Canada, Australia, South Africa, Japan, the United Kingdom
or elsewhere.
This announcement is for information purposes only and does not
constitute or form part of an offer to sell or issue or the
solicitation of an offer to subscribe for or buy, any Placing
Shares in the United States or any other jurisdiction in which,
such sale, offer or solicitation is unlawful. In particular, this
Announcement is not for publication, release or distribution, in
whole or in part, in or into the United States, Canada, Australia,
South Africa or Japan.
This announcement has been issued by PHP and is the sole
responsibility of PHP. No representation or warranty express or
implied, is or will be made as to, or in relation to, and no
responsibility or liability is or will be accepted by Numis
Securities Limited or Peel Hunt LLP or by any of their respective
affiliates or agents as to or in relation to the accuracy or
completeness of this Announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed.
Numis Securities Limited, which is authorised and regulated in
the United Kingdom by the Financial Services Authority, is acting
for the Company and for no-one else in connection with the contents
of this announcement and will not be responsible to anyone other
than the Company for providing the protections afforded to clients
of Numis Securities Limited, or for providing advice in relation to
the contents of this document or any matters referred to
herein.
Peel Hunt LLP, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting for the
Company and for no-one else in connection with the contents of this
announcement and will not be responsible to anyone other than the
Company for providing the protections afforded to clients of Peel
Hunt LLP, or for providing advice in relation to the contents of
this document or any matters referred to herein.
The contents of this announcement are not to be construed as
legal, financial or tax advice. If necessary, each recipient of
this announcement should consult his, her or its own legal adviser,
financial adviser or tax adviser for legal, financial or tax
advice.
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future events. These
statements, which sometimes use words such as "anticipate",
"believe", "intend", "estimate", "expect" and words of similar
meaning, reflect the directors' beliefs and expectations and
involve a number of risks, uncertainties and assumptions that could
cause actual results and performance to differ materially from any
expected future results or performance expressed or implied by the
forward-looking statement. Statements contained in this
Announcement regarding past trends or activities should not be
taken as a representation that such trends or activities will
continue in the future. The information contained in this
Announcement is subject to change without notice and neither Numis
Securities Limited, Peel Hunt LLP nor, except as required by
applicable law, the Company assumes any responsibility or
obligation to update publicly or review any of forward-looking
statements contained herein. You should not place undue reliance on
forward-looking statements, which speak only as of the date of this
Announcement. No statement in this Announcement is or is intended
to be a profit forecast or to imply that the earnings of the
Company for the current or future financial years will necessarily
match or exceed the historical or published earnings of the
Company. The price of shares and the income from them may go down
as well as up and investors may not get back the full amount
invested on disposal of the shares.
The Appendix to this announcement (which forms part of this
announcement) sets out the terms and conditions of the Placing.
APPENDIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION REGARDING THE PLACING FOR INVITED PLACEES
ONLY
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR
INDIRECTLY (IN WHOLE OR IN PART) IN, INTO OR FROM THE UNITED
STATES, AUSTRALIA, SOUTH AFRICA, CANADA, JAPAN OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICITON.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING
THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS
APPENDIX ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE
EUROPEAN ECONOMIC AREA WHO ARE 'QUALIFIED INVESTORS' AS DEFINED IN
SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS
AMENDED ("QUALIFIED INVESTORS") BEING PERSONS FALLING WITHIN THE
MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE (WHICH MEANS
DIRECTIVE 2003/71/EC AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE
IN ANY MEMBER STATE); AND (B) IN THE UNITED KINGDOM, QUALIFIED
INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005 (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE
49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT
MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS IN (A) AND
(B) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS
ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS
SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE
NOT RELEVANT PERSONS. ANY INVESTMENT, CONTROLLED INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THE
APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS. THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE
PLACING AND/OR ISSUE OF PLACING SHARES PURSUANT TO THE PLACING IN
CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT OR SEEKING TO PARTICIPATE IN THE
PLACING MUST INFORM THEMSELVES ABOUT AND OBSERVE ANY SUCH
RESTRICTIONS AND MUST SATISFY THEMSELVES THAT IT IS LAWFUL FOR THEM
TO DO SO. IN PARTICULAR, THIS APPENDIX AND THE TERMS AND CONDITIONS
SET OUT HEREIN DO NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE
SOLICITATION OF AN OFFER TO BUY OR ACQUIRE ANY PLACING SHARES IN
THE UNITED STATES, AUSTRALIA, SOUTH AFRICA, CANADA OR JAPAN OR ANY
JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION WOULD BE
UNLAWFUL. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED, (THE
"SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE
OFFERED OR SOLD WITHIN THE UNITED STATES UNLESS REGISTERED UNDER
THE SECURITIES ACT OR PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR
AS PART OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. ACCORDINGLY, THE PLACING SHARES
ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN
RELIANCE ON REGULATION S UNDER THE SECURITIES ACT. NO PUBLIC
OFFERING OF SECURITIES INCLUDING THE PLACING SHARES IS BEING MADE
IN THE UNITED KINGDOM, THE UNITED STATES OR ELSEWHERE. NO MONEY,
SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED
STATES IS BEING SOLICITED PURSUANT TO THIS ANNOUNCEMENT OR THE
PLACING. THE PLACING SHARES ARE NOT BEING OFFERED OR SOLD TO ANY
PERSON IN THE EUROPEAN UNION OTHER THAN TO QUALIFIED INVESTORS.
THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF A PURCHASE OF PLACING
SHARES.
Persons who are invited to and who choose to participate in the
Placing, by making an oral or written offer to subscribe for the
Placing Shares (the "Placees"), will be deemed to have read and
understood this Announcement, including this Appendix, in its
entirety and to be making such offer on the terms and conditions,
and to be providing the representations, warranties,
acknowledgements and undertakings, contained in this Appendix. In
this Appendix, unless the context otherwise requires, "Placee"
means a Relevant Person (including individuals, funds or others) by
whom or on whose behalf a commitment to take up Placing Shares has
been given. In particular, each such Placee represents, warrants
and acknowledges to the Company and the Underwriters that:
a) it is a Relevant Person (as defined above) and undertakes
that it will acquire, hold, manage or dispose of any Placing Shares
that are allocated to it for the purposes of its business;
b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, (a) the Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in any
Relevant Member State other than Qualified Investors or in
circumstances in which the prior consent of the Underwriters has
been given to each proposed offer or resale; or (b) where Placing
Shares have been acquired by it on behalf of persons in any member
state of the EEA other than Qualified Investors, the offer of those
Placing Shares to it is not treated under the Prospectus Directive
as having been made to such persons; and
c) it is outside of the United States and is subscribing for the
Placing Shares in an "offshore transaction" (within the meaning of
Regulation S under the Securities Act) in reliance on Regulation S
under the Securities Act.
The Company and the Underwriters will rely upon the truth and
accuracy of the foregoing representations, warranties,
acknowledgements and undertakings.
This Announcement and the information contained herein is not
for publication or distribution, directly or indirectly, to persons
in the United States, Australia, South Africa, Canada or Japan or
in any other jurisdiction where to do so would constitute a
violation of the relevant laws of such jurisdiction.
The Placing Shares have not been and will not be registered
under the Securities Act or any states securities laws. Unless so
registered, the Placing Shares may not be offered or sold within
the United States except in a transaction that is exempt from, or
not subject to, the registration requirements of the Securities
Act. The Placing Shares are only being offered and sold in offshore
transactions in accordance with Regulation S under the Securities
Act.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission or any other securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States.
The relevant clearances have not been, and nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with or
registered by the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; and the Placing Shares have
not been, and nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of Canada, Australia, South Africa or Japan. Accordingly,
the Placing Shares may not (unless an exemption under the relevant
securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Canada, Australia,
South Africa or Japan or any other jurisdiction outside of the
United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have contractual or other legal obligation to forward a copy of
this Appendix or the Announcement of which it forms part should
seek appropriate professional advice before taking any action.
Details of the Placing Agreement and the Placing Shares
Numis Securities Limited ("Numis") and Peel Hunt LLP ("Peel
Hunt") have entered into a placing agreement (the "Placing
Agreement") with the Company under which Numis and Peel Hunt have
undertaken, on the terms and subject to the conditions set out
therein, to act as placing agent for the Company and to use their
reasonable endeavours to procure Placees to take up the Placing
Shares or, failing which, severally to subscribe for their relevant
proportion of such Placing Shares.
The issue of the Placing Shares is to be effected by way of a
cashbox placing. The allotment and issue of the Placing Shares will
be made by the Company to Placees in consideration for the transfer
to the Company of certain shares in a Jersey-incorporated
subsidiary of the Company ("Newco") by Numis and Peel Hunt.
The Underwriters, as agents of the Company, are offering the
Placing Shares to certain existing institutional shareholders and
certain other potential institutional investors via the Placing at
the Placing Price.
Each Placee will be required to pay to the relevant Underwriter
the Placing Price as the subscription sum for each Placing Share
agreed to be subscribed by it under the Placing in accordance with
the terms set out in this Appendix. Each Placee's obligation to
subscribe and pay for Placing Shares under the Placing will be owed
to each of the Underwriters. Each Placee will be deemed to have
read this Announcement in its entirety.
To the fullest extent permitted by law and applicable FSA rules,
neither Numis nor any other person being (i) an undertaking which
is a subsidiary undertaking of Numis, (ii) a parent undertaking of
Numis or (other than Numis) a subsidiary undertaking of any such
parent undertaking, or (iii) a director, officer, agent or employee
of any such person ("Numis Person") will have any liability to
Placees or to any person other than the Company in respect of the
Placing.
To the fullest extent permitted by law and applicable FSA rules,
neither Peel Hunt nor any other person being (i) an undertaking
which is a subsidiary undertaking of Peel Hunt, (ii) a parent
undertaking of Peel Hunt or (other than Peel Hunt) a subsidiary
undertaking of any such parent undertaking, or (iii) a director,
officer, agent or employee of any such person ("Peel Hunt Person")
will have any liability to Placees or to any person other than the
Company in respect of the Placing.
The Company has undertaken that the Placing Shares will, when
issued, be credited as fully paid and will rank pari passu in all
respects with the existing issued ordinary shares of fifty pence
per share in the capital of the Company (the "Ordinary Shares"),
including the right to receive all dividends and other
distributions declared, paid or made on or in respect of the
Ordinary Shares after the date of issue of the Placing Shares,
together with all rights attaching to them and free from all liens,
charges and encumbrances of any kind.
This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Placing. No commissions will
be paid to Placees or by Placees in respect of any Placing
Shares.
Application for Admission to Trading
Application will be made to the FSA for the admission of the
Placing Shares to the Official List of the UK Listing Authority and
to the London Stock Exchange plc for the admission to trading of
the Placing Shares on its main market for listed securities
("Admission"). It is expected that Admission will become effective
on or around 8.00 a.m. on 15 April 2011 and that dealings in the
Placing Shares will commence at that time.
Participation in, and principal terms of, the Placing
1. The Underwriters (whether themselves or through their
affiliates) are arranging the Placing of the Placing Shares as the
Underwriters and agents of the Company.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by the
Underwriters. The Underwriters and their respective affiliates are
entitled to participate as principal in the Placing.
3. The Placing Price is 305 pence per Placing Share.
4. Each prospective Placee's allocation will be confirmed to the
Placee orally by one of the Underwriters, and a written
confirmation will be despatched as soon as possible thereafter. The
oral confirmation to such Placee shall constitute an irrevocable
legally binding commitment upon that person (who will at that point
become a Placee) in favour of the Underwriters and the Company to
acquire the number of Placing Shares allocated to it at the Placing
Price on the terms and subject to the conditions set out in this
Appendix and in accordance with the Company's memorandum and
articles of association.
5. Each prospective Placee's allocation of Placing Shares and
commitment will be evidenced by a contract note issued to such
Placee by the relevant Underwriter and the terms of this Appendix
will be deemed to be incorporated in that contract note.
6. Each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to the Company and the
Underwriters, to pay to the relevant Underwriter (or as it may
direct) in cleared funds an amount equal to the product of the
Placing Price and such number of Placing Shares that such Placee
has agreed to subscribe and the Company has agreed to allot and
issue to that Placee.
7. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to
be made at the same time, on the basis explained below under
"Registration and Settlement".
8. All obligations under the Placing will be subject to
Admission becoming effective not later than 8.00 a.m. on 15 April
2011 (or such later date as the Company and the Underwriters may
agree, being not later than 8.00 a.m. on 30 April 2011) and to the
Placing Agreement having become unconditional in all respects and
to the Placing Agreement not being terminated on the basis referred
to below under "Right to terminate Placing Agreement".
9. By participating in the Placing, each Placee will agree that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
10. To the fullest extent permissible by law and applicable
rules of the FSA, neither of the Underwriters nor any of their
affiliates shall have any liability to Placees (or to any other
person whether acting on behalf of a Placee or otherwise, whether
or not a recipient of these terms and conditions) in respect of the
Placing. Each Placee acknowledges and agrees that the Company is
responsible for the allotment and transfer respectively of the
Placing Shares to the Placees and the Underwriters shall have no
liability to the Placees for any failure by the Company to fulfil
these obligations.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. The Underwriters' obligations under the Placing Agreement
are conditional on, inter alia:
a) the Company allotting, subject only to Admission (as defined
below) the Placing Shares in accordance with the Placing Agreement;
and
b) Admission (as defined below) becoming effective by not later
than 8.00 a.m. on 15 April 2011 (or such later date as the Company
and the Underwriters may agree, being not later than 8.00 a.m. on
30 April 2011).
If the conditions in the Placing Agreement are not satisfied or
(where applicable) waived in accordance with the Placing Agreement
within the stated time periods (or such later time and/or date as
the Company and the Underwriters may agree), or the Placing
Agreement is terminated in accordance with its terms (see below),
the Placing will lapse and each Placee's rights and obligations
shall cease and terminate at such time and each Placee agrees that
no claim can be made by or on behalf of the Placee (or any person
on whose behalf the Placee is acting) in respect thereof. By
participating in the Placing, each Placee agrees that its rights
and obligations cease and terminate only in the circumstances
described above and under "Right to terminate the Placing
Agreement" below and will not be capable of recission or
termination by it after oral confirmation by either Underwriter as
referred to above.
The Underwriters may, in their absolute discretion and on such
terms as they think appropriate, waive fulfilment of, in whole or
in part, or extend the time and/or date for fulfilment by the
Company of any or all of the conditions to the Placing Agreement
(to the extent permitted by law or regulations) by giving notice in
writing to the Company save that certain conditions, including the
above condition relating to Admission taking place, may not be
waived. Any such extension or waiver will not affect Placees'
commitments as set out in this Appendix.
None of Numis, Peel Hunt, any Numis Person or any Peel Hunt
Person or the Company shall have any liability to any Placee (or to
any other person whether acting on behalf of a Placee or otherwise)
in respect of any decision any of them may make as to whether or
not to waive or to extend the time and/or date for the satisfaction
of any condition to the Placing nor for any decision any of them
may make as to the satisfaction of any condition or in respect of
the Placing generally.
Right to terminate the Placing Agreement
Each Underwriter is entitled, at any time before Admission, to
terminate the Placing Agreement by giving notice to the Company in
certain circumstances, including a material breach of the
warranties given to the Underwriters in the Placing Agreement, the
failure by the Company to comply with its obligations under the
Placing Agreement or the occurrence of a force majeure event.
If the obligations of an Underwriter with respect to the Placing
are terminated in the manner contemplated above, the rights and
obligations of each Placee shall cease and terminate at such time
and no claim can be made by any Placee in respect thereof.
The rights and obligations of the Placees will terminate only in
the circumstances described in these terms and conditions and will
not be subject to termination by the Placee or any prospective
Placee at any time or in any circumstances.
By participating in the Placing, Placees agree that the exercise
by either Underwriter of any right of termination shall be within
such Underwriter's absolute discretion and that neither Underwriter
need make any reference to Placees and that neither Numis, Peel
Hunt, any Numis Person, any Peel Hunt Person nor the Company shall
have any liability to Placees whatsoever in connection with any
such exercise by either Underwriter and by participating in the
Placing, each Placee agrees that any such decision is within the
absolute discretion of the Underwriters.
No Prospectus
No offering document, prospectus or admission document has been
or will be submitted to be approved by the FSA or submitted to the
London Stock Exchange plc in relation to the Placing and Placees'
commitments will be made solely on the basis of the information
contained in this Announcement (including this Appendix) and
subject to the further terms set out in the contract note to be
provided to the prospective Placees.
Each Placee, by participating in the Placing, agrees that the
content of this Announcement (including this Appendix) is
exclusively the responsibility of the Company and confirms that it
has neither received nor relied on any other information,
representation, warranty, or statement made by or on behalf of the
Underwriters or the Company or any other person and that none of
the Underwriters, the Company or any other person will be liable
for any Placee's decision to participate in the Placing based on
any other information, representation, warranty or statement which
the Placees may have obtained or received. Each Placee
acknowledges, agrees and warrants that it has relied on its own
investigation of the business, financial or other position of the
Company in participating in the Placing and with respect to the
Placing Shares. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.
This announcement is not a "prospectus" under the Companies
(Jersey) Law 1991 (as amended). Therefore, this announcement has
not been prepared strictly in accordance with the requirements of
the Companies (General Provisions) (Jersey) Order 2002 and the
Company has not sought and does not intend to seek the consent of
the Registrar of Companies in Jersey, and the Registrar of
Companies in Jersey has not given its consent, to the circulation
of this announcement.
Registration and Settlement
Participation in the Placing is only available to persons who
are invited to participate in it by the Underwriters.
Settlement of transactions in the Placing Shares (ISIN:
GB0007015521) following Admission will take place within the system
administered by Euroclear UK & Ireland Limited ("CREST"),
subject to certain exceptions. The Underwriters and the Company
reserve the right to require settlement for, and delivery of, the
Placing Shares (or a portion of them) to Placees by such other
means that they deem necessary if delivery or settlement is not
possible or practicable within the CREST system within the
timetable set out in this Announcement or would not be consistent
with the regulatory requirements in any Placee's jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent
a written confirmation in accordance with the standing arrangements
in place with the relevant Underwriter stating the number of
Placing Shares to be allocated to it at the Placing Price, the
aggregate amount owed by such Placee to the relevant Underwriter
and settlement instructions. Each Placee agrees that it will do all
things necessary to ensure that delivery and payment is completed
in accordance with either the CREST or certificated settlement
instructions that it has in place with the relevant
Underwriter.
It is expected that the "trade date" for settlement purposes
will be 12 April 2011 in respect of the Placing Shares and the
"settlement date" will be 15 April 2011, on a delivery versus
payment basis.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above the prevailing 3
month sterling LIBOR rate as determined by the relevant
Underwriter.
Each Placee is deemed to agree that if it does not comply with
these obligations, the relevant Underwriter may at its sole
discretion place any or all of the Placing Shares allocated to that
Placee with other acquirers or sell any or all of such Placing
Shares on such Placee's behalf and retain from the proceeds, for
the relevant Underwriter's account and benefit, an amount equal to
the aggregate amount owed by the Placee plus any interest due. The
relevant Placee will, however, remain liable for any shortfall
between the net proceeds of such placing or sale and the placing
proceeds of such Placing Shares and may be required to bear any
stamp duty or stamp duty reserve tax (together with any interest or
penalties due pursuant to the terms set out or referred to in this
Announcement) which may arise upon the sale of such Placee's
Placing Shares on its behalf. Each Placee confers on the relevant
Underwriter all such authorities and powers as are necessary to
carry out any such sale and agrees to ratify and confirm all
actions which the relevant Underwriter lawfully takes in pursuance
of such sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the written
confirmation is copied and delivered immediately to the relevant
person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to United Kingdom stamp duty or stamp duty
reserve tax.
Each Placee's entitlement to receive any Placing Shares will be
conditional upon the relevant Underwriter's receipt of payment by
the time to be stated in the written confirmation or by such later
time and date as such Underwriter may in its absolute discretion
determine, and otherwise in accordance with that confirmation's
terms. Each Underwriter may, in its absolute discretion, waive such
condition, and will not be liable to the Placee in the event of it
deciding whether to waive or not to waive such condition.
Representations and Warranties
By agreeing with an Underwriter to subscribe for Placing Shares
under the Placing, each Placee (and any person acting on such
Placee's behalf) irrevocably represents, warrants, acknowledges,
confirms and undertakes to, and agrees with (for itself and for any
such respective Placee) each of the Company and the Underwriters,
in each case as a fundamental term of the Placee's application for
Placing Shares and of the Company's obligation to allot and/or
issue any Placing Shares to the Placee or at the Placee's
direction, that:
(a) it has read this Announcement in its entirety and that its
purchase of the Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained
herein;
(b) it has not received and will not receive a prospectus or
other offering document in connection with the Placing and
acknowledges that no prospectus or other offering document has been
or will be prepared in connection with the Placing;
(c) its rights and obligations in respect of the Placing are
irrevocable and legally binding and will terminate only in the
circumstances described in this Appendix and will not be subject to
rescission or termination by it in any circumstances;
(d) the Announcement, which has been issued by the Company, is
the sole responsibility of the Company;
(e) it has made its own assessment of the Company, the Placing
Shares and the terms of the Placing based on publicly available
information, such information being all that it deems necessary to
make an investment decision in respect of the Placing;
(f) it has not relied on any representation or warranty in
reaching its decision to subscribe Placing Shares under the
Placing, save as given or made by the Company in the Announcement
in relation to the Placing Shares, the Company and any other member
of the Company's group in connection with the Placing, and in
particular, it has not been, and will not be, given any warranty or
representation by any Numis Person and/or Peel Hunt Person in
relation to any Placing Shares, the Company or any other member of
the Company's group and no Numis Person or Peel Hunt Person will
have any liability to it for any information contained in the
Announcement or which has otherwise been published by or on behalf
of the Company (which is solely the responsibility of the Company)
or for any decision by it to participate in the Placing based on
any such information or on any other information provided to
it;
(g) other than the content of the Announcement (including this
Appendix), which is exclusively the responsibility of the Company,
it has neither received nor relied on any other information,
representation, warranty, or statement made by or on behalf of the
Company (or its affiliates) or either Underwriter or any Numis
Person or any Peel Hunt Person or any other person (nor has it
requested that either of the Underwriters, the Company or any Numis
Person or Peel Hunt Person or any person acting on behalf of any of
them to provide it with any such information) and none of the
Underwriters, any Numis Person, any Peel Hunt Person, the Company
(or its affiliates) nor any other person will be liable for any
Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement which the
Placees may have obtained or received;
(h) the Company's ordinary shares are listed on the Official
List of the UK Listing Authority and the Company is therefore
required to publish certain business and financial information in
accordance with rules and practices of the UK Listing Authority
which includes a description of the nature of the Company's
business and the Company's most recent balance sheet and profit and
loss account and that the Placee is able to obtain or access such
information without undue difficulty and is able to obtain access
to such information or comparable information concerning any other
publicly traded company without undue difficulty;
(i) it is not, and does not regard itself as being, a client of
an Underwriter in relation to the Placing and neither Underwriter
is acting for it in connection with the Placing and neither
Underwriter will be responsible to it in respect of the Placing for
providing protections afforded to their respective clients;
(j) the exercise by the Underwriters of any of their respective
rights or discretions under the Placing Agreement shall be within
the absolute discretion of the Underwriters and the Underwriters
need not have any reference to the Placee and shall have no
liability to the Placee whatsoever in connection with any decision
to exercise or not to exercise any such right and the Placee agrees
that it has no rights against any of the Underwriters or the
Company or any of their respective directors and employees under
the Placing Agreement pursuant to the Contracts (Rights of Third
Parties) Act 1999;
(k) it will pay the full subscription amount as and when
required in respect of all Placing Shares allocated to it (failing
which the relevant Placing Shares may be placed with other Placees
or sold as the relevant Underwriter may in its sole discretion
determine without liability to such Placee) and will do all things
necessary on its part to ensure that payment for such shares and
their delivery to it or at its direction is completed in accordance
with the CREST instructions (or, where applicable, certificated
settlement instructions) that it has in place with an Underwriter
or will put in place with an Underwriter with its agreement;
(l) it is entitled to subscribe for Placing Shares under the
laws of all relevant jurisdictions which apply to it and it has
complied, and will fully comply, with all such laws (including
where applicable, the Criminal Justice Act 1993, the
Anti-Terrorism, Crime and Security Act 2001, the Proceeds of Crime
Act 2002 (as amended) and the Money Laundering Regulations 2007
(the "Regulations")) and has capacity and authority to give its
commitment to subscribe for the Placing Shares and perform its
obligations and has obtained all governmental and other consents
(if any) which may be required for the purpose of, or as a
consequence of, such subscription, and it will provide promptly to
the relevant Underwriters such evidence, if any, as to the identity
or location or legal status of any person which such Underwriter
may request from it in connection with the Placing (for the purpose
of its complying with the Regulations or ascertaining the
nationality of any person or the jurisdiction(s) to which any
person is subject or otherwise) in the form and manner requested by
such Underwriter on the basis that any failure by it to do so may
result in the number of Placing Shares that are to be allotted
and/or issued to it or at its direction pursuant to the Placing
being reduced to such number, or to nil, as such Underwriter may
decide at its sole discretion;
(m) it has complied and will comply with all applicable
provisions of the FSMA with respect to anything done or to be done
by it in relation to any Placing Shares in, from or otherwise
involving the United Kingdom and it has not made or communicated or
caused to be made or communicated, and it will not make or
communicate or cause to be made or communicated, any "financial
promotion" in relation to Placing Shares in contravention of
section 21 of FSMA;
(n) it falls within Article 19(5) and/or 49 (2) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended, or it is otherwise a person at or to whom any
communication relating to the Company that is a "financial
promotion" (as such term is used in relation to FSMA) may lawfully
be issued, directed or otherwise communicated without the need for
it to be approved, made or directed by an "authorised person" as
referred to in FSMA and undertakes that it will acquire, hold,
manage and (if applicable) dispose of any Placing Shares that are
allocated to it for the purposes of its business only;
(o) it is a Qualified Investor;
(p) it has not offered or sold and, prior to the expiry of a
period of six months from Admission, will not offer or sell any
Placing Shares to persons in the United Kingdom except to persons
whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for
the purposes of their business or otherwise in circumstances which
have not resulted and which will not result in an offer to the
public in the United Kingdom within the meaning of section 85(1)
FSMA;
(q) it has not offered or sold and will not offer or sell any
Placing Shares to persons in the EEA prior to Admission except to
persons whose ordinary activities involve them in acquiring,
holding, managing or disposing of investments (as principal or
agent) for the purposes of their business or otherwise in
circumstances which have not resulted and which will not result in
an offer to the public in any member state of the EEA within the
meaning of the Prospectus Directive;
(r) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, (a) the Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in any
Relevant Member State other than Qualified Investors or in
circumstances in which the prior consent of the Underwriters has
been given to each proposed offer or resale; or (b) where Placing
Shares have been acquired by it on behalf of persons in any member
state of the EEA other than Qualified Investors, the offer of those
Placing Shares to it is not treated under the Prospectus Directive
as having been made to such persons;
(s) nothing has been done or will be done by it in relation to
the Placing or to any Placing Shares that has resulted or will
result in any person being required to publish a prospectus in
relation to the Company or to any Ordinary Shares in accordance
with FSMA or the UK Prospectus Rules of the FSA or in accordance
with any other laws applicable in any part of the European Union or
the European Economic Area;
(t) (i) it is not acting in relation to the Placing as nominee
or agent for a person who is or may be liable to stamp duty or
stamp duty reserve tax in respect of any agreement to acquire (or
any acquisition of) shares or other securities at a rate in excess
of 0.5% (including, without limitation, under sections 67, 70, 93
or 96 of the Finance Act 1986 concerning depositary receipts and
clearance services), and the allocation, allotment, issue and/or
delivery to it, or any person specified by it for registration as
holder, of Placing Shares will not give rise to a liability under
any such section, (ii) the person whom it specifies for
registration as holder of Placing Shares will be it or its nominee
or (as applicable) the person for whom it is acting or its nominee,
(iii) it and any person for whom it is acting will acquire Placing
Shares on the basis that they will be allotted to the CREST stock
account of the relevant Underwriter and that such Underwriter will
then hold them as settlement agent and as nominee for it or such
person until settlement in accordance with such Underwriter's
settlement instructions, (iv) payment for Placing Shares will be
made simultaneously on their receipt in its stock account on a
delivery versus payment basis, and (v) neither the Underwriters nor
the Company will be responsible to it or anyone else for any
liability to pay stamp duty or stamp duty reserve tax resulting
from any breach of, or non-compliance, with this paragraph;
(u) it will not treat any Placing Shares in any manner that
would contravene any legislation applicable in any territory or
jurisdiction and no aspect of its participation in the Placing will
contravene any legislation applicable in any territory or
jurisdiction in any respect or cause the Company or the
Underwriters to contravene any such legislation in any respect;
(v) (applicable terms and expressions used in this paragraph
have the meanings that they have in Regulation S made under the
Securities Act) (1) the Placing Shares have not been and will not
be registered under the Securities Act or any state securities
laws, (2) the Placing Shares may not be offered, sold, resold, or
delivered, directly or indirectly, into or within the United States
or to any US person (as such term is defined in Regulation S under
the US Securities Act), (3) it is not within the United States and
it is not a US person (as such term is defined in Regulation S
under the Securities Act), (4) it has not offered, sold or
delivered and will not offer sell or deliver any of the Placing
Shares to persons within the United States, directly or indirectly,
(5) neither it, its affiliates (as such term is defined under Rule
501(b) under the Securities Act), nor any persons acting on its
behalf, have engaged or will engage in any directed selling efforts
with respect to the Placing Shares, (6) it will not be subscribing
for Placing Shares with a view to resale in or into the United
States, and (7) it will not distribute this Announcement or any
offering material relating to Placing Shares, directly or
indirectly, in or into the United States or to any US persons (as
such term is defined in Regulation S under the Securities Act);
(w) it is, or at the time the Placing Shares are acquired that
it will be, the beneficial owner of such Placing Shares, or that
the beneficial owner of such Placing Shares is not a resident of
Australia, Canada, Japan or South Africa;
(x) the Placing Shares have not been and will not be registered
under the securities legislation of Australia, Canada, Japan or
South Africa and, subject to certain exceptions, may not be
offered, sold, taken up, renounced or delivered or transferred,
directly or indirectly, within those jurisdictions;;
(y) it will (or will procure), if applicable, make notification
to the Company of the interest in its ordinary shares in accordance
with the Disclosure and Transparency Rules;
(z) the Underwriters may (at their absolute discretion) satisfy
their obligations to procure Placees by themselves agreeing to
become a Placee in respect of some or all of the Placing Shares or
by nominating any other Numis Person or any other Peel Hunt Person
or any person associated with any Numis Person or Peel Hunt Person
to do so or by allowing officers of the Company and/or employees of
Group companies to subscribe Placing Shares under the Placing at
the Placing Price;
(aa) time is of the essence as regards its obligations under
this Appendix;
(bb) no action has been or will be taken by any of the Company,
the Underwriters or any other person acting on its or their behalf
that would, or is intended to, permit a public offer of the Placing
Shares in any country or jurisdiction where any action for that
purpose is required;
(cc) this Appendix and any contract which may be entered into
between it and the Underwriters and/or the Company pursuant to it
or the Placing will be governed by and construed in accordance with
the laws of England, for which purpose it submits (for itself and
on behalf of any person on whose behalf it is acting) to the
exclusive jurisdiction of the English courts as regards any claim,
dispute, or matter arising out of or relating to this Appendix or
such contract, except that each of the Company and the Underwriters
will have the right to bring enforcement proceedings in respect of
any judgment obtained against it in the English courts or in the
courts of any other relevant jurisdiction;
(dd) each right or remedy of the Company or the Underwriters
provided for in this Appendix is in addition to any other right or
remedy which is available to such person and the exercise of any
such right or remedy in whole or in part will not preclude the
subsequent exercise of any such right or remedy;
(ee) it will indemnify and hold the Company, Numis, Peel Hunt
and their respective affiliates harmless from any and all costs,
claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings in this Appendix and the provisions of this Appendix
shall survive after completion of the Placing;
(ff) any document that is to be sent to it in connection with
the Placing will be sent at its risk and may be sent to it at any
address provided by it to the relevant Underwriter;
(gg) nothing in this Appendix will exclude any liability of any
person for fraud upon its part and all times and dates in this
Announcement are subject to amendment at the discretion of the
Underwriters; and
(hh) none of its rights or obligations in respect of the Placing
is conditional on any other person agreeing to subscribe for any
Placing Shares under the Placing and no failure by any other Placee
to meet any of its obligations in respect of the Placing shall
affect any of its obligations in respect of the Placing.
The agreement to settle a Placee's subscription (and/or the
subscription of a person for whom such Placee is contracting as
agent) free of stamp duty and stamp duty reserve tax depends upon
the settlement relating only to a subscription by it and/or such
person direct from the Company for the Placing Shares in question.
Such agreement assumes that the Placing Shares are not being
subscribed for in connection with arrangements to issue depositary
receipts or to issue or transfer the Placing Shares into a
clearance service and will not give rise to a liability under any
of sections 67, 70, 93 or 96 of the Finance Act 1986. If there are
any such arrangements, or the settlement relates to any other
dealing in the Placing Shares, stamp duty or stamp duty reserve tax
may be payable, for which neither the Company nor the Underwriters
will be responsible. If this is the case, each Placee should seek
its own advice and notify an Underwriter accordingly. Furthermore,
each Placee agrees to indemnify on an after-tax basis and hold the
Underwriters and/or the Company and their respective affiliates
harmless from any and all interest, fines or penalties in relation
to stamp duty, stamp duty reserve tax and all other similar duties
or taxes to the extent that such interest, fines or penalties arise
from the unreasonable default or delay of that Placee or its
agent.
In addition, Placees should note that they will be liable for,
and each Placee agrees to indemnify on an after-tax basis and hold
the Underwriters and/or the Company and their respective affiliates
harmless from, any stamp duty and all other stamp, issue,
securities, transfer, registration, documentary or other duties or
taxes (including any interest, fines or penalties relating thereto)
payable outside the UK by such Placee or any other person on the
subscription by them of any Placing Shares or the agreement by them
to subscribe for any Placing Shares.
Each Placee, and any person acting on behalf of the Placee,
acknowledges: (i) that the Underwriters do not owe any fiduciary or
other duties to any Placee with respect to it or its interests and
accordingly, owes it no obligations of any nature whatsoever, other
than those expressly set out in this Appendix; and (ii) that the
Company, the Underwriters and their affiliates and others will rely
on the truth and accuracy of the foregoing representations,
warranties, undertakings and acknowledgements.
When a Placee or person acting on behalf of the Placee is
dealing with an Underwriter, any money held in an account with such
Underwriter on behalf of the Placee and/or any person acting on
behalf of the Placee will not be treated as client money within the
meaning of the rules and regulations of the FSA made under the
FSMA. The Placee acknowledges that the money will not be subject to
the protections conferred by the client money rules; as a
consequence, this money will not be segregated from the relevant
Underwriter's money in accordance with the client money rules and
will be used by such Underwriter in the course of its own business
and the Placee will rank only as a general creditor of such
Underwriter.
All times and dates in this Announcement may be subject to
amendment. The Underwriters shall notify the Placees and any person
acting on behalf of the Placees of any changes.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEKMGMDKZNGMZG
Primary Health Properties (LSE:PHP)
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Primary Health Properties (LSE:PHP)
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