TIDMPHP
RNS Number : 8741G
Primary Health Properties PLC
12 June 2013
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 AUSTRALIA, CANADA, JAPAN, NEW ZEALAND,
THE REPUBLIC OF SOUTH AFRICA OR THE UNITED STATES 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 END
OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT, WHICH DOES NOT CONSTITUTE A PROSPECTUS OR
PROSPECTUS EQUIVALENT DOCUMENT, IS NOT AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES AND NEITHER THIS
ANNOUNCEMENT NOR ANYTHING HEREIN FORMS THE BASIS FOR ANY CONTRACT
OR COMMITMENT WHATSOEVER. SECURITIES MAY NOT BE OFFERED OR SOLD IN
THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM
REGISTRATION AND THE SECURITIES DESCRIBED HEREIN WILL BE SOLD IN
ACCORDANCE WITH ALL APPLICABLE LAWS AND REGULATIONS.
12 June 2013
Primary Health Properties PLC
("PHP" or the "Company")
Result of Capital Raising and General Meeting
Capital Raising
On 22 May 2013, PHP announced a proposed Firm Placing and
Placing, Open Offer and Offer for Subscription at 315 pence per
share (the "Capital Raising").
PHP is now pleased to announce that it has received valid
applications and commitments for the Capital Raising for a total of
21,746,032 New Shares at 315 pence per share. Shareholder approval
of the Capital Raising was received at today's General Meeting and
the Company will issue 21,746,032 New Shares, raising
GBP68.5million and exceeding its initial fundraising target of up
to GBP60 million. The issue of New Shares will be split as
follows:
-- 7,301,587 shares under the Firm Placing, raising gross proceeds of GBP23.0 million
-- 5,208,706 shares taken up under the Open Offer raising gross
proceeds of GBP16.4 million, with valid acceptances and excess
applications representing 68.5% of the Open Offer
-- 8,104,710 shares under the Placing raising gross proceeds of GBP25.5 million
-- 1,131,029 shares under the Offer for Subscription raising gross proceeds of GBP3.6 million
Applications under the Open Offer and Offer for Subscription and
commitments under the Placing will all be met in full.
General Meeting
At the General Meeting of the Company held at 10.00 a.m. today
at the offices of the Company at Ground Floor, Ryder Court, 14
Ryder Street, London SW1Y 6QB, all Resolutions as set out in the
notice of general meeting dated 23 May 2013 were duly passed.
Details of proxy votes received prior to the General Meeting
were as follows:
Resolution For Discretionary Against Withheld
----------- ------------------------ --------------------- -------------------- ---------
No. of % of votes No. of % of votes No. of % of votes No. of
votes votes votes votes
----------- ----------- ----------- -------- ----------- ------- ----------- ---------
01 19,975,165 99.11% 109,625 0.54% 70,176 0.35% 59,412
----------- ----------- ----------- -------- ----------- ------- ----------- ---------
02 19,970,439 99.09% 114,341 0.57% 69,486 0.34% 60,112
----------- ----------- ----------- -------- ----------- ------- ----------- ---------
03 19,913,230 98.92% 136,721 0.68% 81,368 0.40% 83,059
----------- ----------- ----------- -------- ----------- ------- ----------- ---------
These will shortly be available on the Company's website at
www.phpgroup.co.uk. In accordance with Listing Rule 9.6.2 copies of
the resolutions passed at the General Meeting will be submitted to
the National Storage Mechanism and will shortly be available for
inspection at: www.hemscott.com/nsm.do
Miscellaneous
The Capital Raising remains conditional upon the Placing
Agreement becoming unconditional in all respects and Admission.
Application has been made for the admission of 21,746,032 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 13 June 2013.
New Shares in uncertificated form are expected to be credited to
CREST accounts by 8.00 a.m. on 13 June 2013 and definitive share
certificates for the New Ordinary Shares in certificated form are
expected to be dispatched by 18 June 2013.
The New Shares, when issued and fully paid, will rank in full
for all dividends or distributions made, paid or declared after the
date of the Prospectus or otherwise pari passu in all respects with
the Existing Ordinary Shares.
The total issued share capital of PHP following Admission will
be 97,844,276 Ordinary Shares of 50 pence each. This figure may be
used by shareholders in the Company 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 and
Transparency Rules.
Capitalised terms used in this announcement have the meanings
given to them in the prospectus issued by the Company, dated 22 May
2013.
Harry Hyman, Managing Director of PHP, said:
"We are delighted to have received such strong support for a
major fundraise from a wide range of both institutional and retail
investors, many of which join our shareholder register for the
first time. Such strong demand reflects the strengths of our
business model as well as the favourable prevailing market
conditions. We look forward to deploying the funds to acquire new
assets that secure attractive returns for the benefit of our
shareholders and return the Company to full dividend cover."
For further information contact:
Primary Health Properties PLC +44(0) 20 7451 7050
Harry Hyman, Managing Director
Phil Holland
Pelham Bell Pottinger +44(0) 20 7861 3232
David Rydell / Victoria Geoghegan / Elizabeth
Snow
Numis Securities Limited +44(0) 20 7260 1000
Corporate Finance: Michael Meade / Andrew
Holloway
Corporate Broking: David Poutney / James Black
Peel Hunt LLP +44(0) 20 7418 8900
Corporate Finance: Capel Irwin / Hugh Preston
Corporate Sales & Syndications: Andy Crossley
/ Jock Maxwell Macdonald
IMPORTANT NOTICE
This announcement is an advertisement and does not constitute a
prospectus or prospectus equivalent document. Nothing in this
announcement should be interpreted as a term or condition of the
Capital Raising. The Prospectus was published on 22 May 2013 and is
available on the Company's website (www.phpgroup.co.uk) and
available for inspection at: http://www.Hemscott.com/nsm.do.
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 into
Australia, Canada, Japan, New Zealand, the Republic of South Africa
or the United States or any other jurisdiction outside the United
Kingdom in which such offer would be lawful. 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
the relevant laws of any state, province or territory 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, or not subject to, the
registration requirements of the US Securities Act. There has not
been and will not be any public offer 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 contents of this 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 contents of this announcement
or any matters referred to herein. Numis Securities Limited is not
responsible for the contents of this announcement. Numis Securities
Limited has given and not withdrawn its written consent to the
issue of this announcement with the inclusion of the reference to
its name in the form and context in which it is included.
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
contents of this announcement 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 contents of this announcement or any
matters referred to herein. Peel Hunt LLP is not responsible for
the contents of this announcement. Peel Hunt LLP has given and not
withdrawn its written consent to the issue of this announcement
with the inclusion of the reference to its name in the form and
context in which it is included.
This announcement has been prepared for the purposes of
complying with the applicable law and regulation 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.
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 information is provided by RNS
The company news service from the London Stock Exchange
END
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Primary Health Properties (LSE:PHP)
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Primary Health Properties (LSE:PHP)
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부터 7월(7) 2023 으로 7월(7) 2024