TIDMPHP
RNS Number : 9157G
Primary Health Properties PLC
13 May 2014
News Release
NOT FOR DISTRIBUTION IN OR TO THE U.S., CANADA, AUSTRALIA,
JAPAN, SOUTH AFRICA OR IN 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" or "PHP" and
together with its subsidiaries, the "Group") today announces the
launch of an offering (the "Offering") of approximately GBP75m of
senior, unsecured guaranteed Convertible Bonds due 2019, subject to
a greenshoe option (the "Bonds").
The Company plans to use the proceeds of the Bonds to provide
funds for its portfolio growth programme. Upon issue the net
proceeds will be used to repay existing revolving debt facilities
within the Group so as to maximise the earnings potential that the
Offering creates.
The Bonds will be issued by PHP Finance (Jersey) Limited (the
"Issuer"), a wholly-owned subsidiary of the Company incorporated in
Jersey, and will be guaranteed by the Company. The Bonds will be
senior and unsecured obligations of the Issuer and will be subject
to a negative pledge.
The Bonds will mature in May 2019, will be issued at par and are
expected to carry a coupon of between 3.75% and 4.25% 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 is expected to be set at a premium of between 15%
and 25% above the volume weighted average price of the Shares
between launch and pricing and will be subject to adjustments
pursuant to the terms and conditions of the Bonds. Under the terms
of the Bonds, the Company will have the right to elect to settle
exercise of any conversion rights entirely in Shares, cash or with
a combination of Shares and cash.
If not previously converted, redeemed or purchased and
cancelled, the Bonds will be redeemed at par in May 2019. The final
terms of the Bonds are expected to be announced today and
settlement is expected to take place on or about 20 May 2014 (the
"Settlement Date").
It is intended that an application will be made for the Bonds to
be listed on the Channel Islands Securities Exchange and admitted
to trading after the Settlement Date but prior to the first
interest payment date in respect of the Bonds.
ISM Capital LLP is acting as Sole Global Coordinator and
Bookrunner in relation to the Offering, The Royal Bank of Scotland
plc is acting as Co-Bookrunner in relation to the Offering and Peel
Hunt LLP is acting as Co-Lead Manager and corporate broker to the
Company (together the "Managers").
Further details:
Primary Health Properties PLC ISM Capital LLP
Tel: 020 7451 7050 Tel: 020 7938 8984
Harry Hyman, Managing Director Christopher Thurn, Head of Capital
Markets
Michael Coakley, Partner
Nexus TradeCo Limited Bell Pottinger
Tel: 020 7104 5599 Tel: 020 7861 3925
Phil Holland David Rydell/ Victoria Geoghegan
Peel Hunt LLP
Tel: 020 7418 8900
Andy Crossley / Capel Irwin
/ Hugh Preston
About Primary Health Properties PLC
Primary Health Properties PLC (LSE: PHP) a UK Real Estate
Investment Trust ("REIT") and the UK's leading investor leading
investor in modern primary healthcare premises.
PHP was listed on AIM in 1996 and moved to the Official List of
the London Stock Exchange on 5 November 1998. As at 10 April 2014,
PHP owned some 262 assets with a total book value of GBP981
million. PHPs contracted rent roll as at 31 March 2014 totalled
GBP59.2 million (including assets under development) and its
portfolio had a Weighted Average Unexpired Lease Term of 16
years.
www.phpgroup.co.uk
DISCLAIMER
The information contained in this announcement 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 announcement or its accuracy or completeness. The
information in this announcement is subject to change.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States. The
distribution of this announcement may be restricted by law in
certain jurisdictions and persons into whose possession any
document or other information referred to herein comes, should
inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
This announcement 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, Australia, Canada, Japan, South Africa or in any
jurisdiction to whom or in which such offer or solicitation is
unlawful. The securities referred to in this announcement have not
been and will not be registered in the United States under the US
Securities Act of 1933, as amended (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 Australia, South Africa, Canada or
Japan or to, or for the account or benefit of, any national,
resident or citizen of Australia, South Africa, Canada or Japan.
There will be no public offer of the securities in the United
States, Australia, Canada, Japan or South Africa.
The Offer is addressed to, and directed in member states of the
European Economic Area which have implemented the Prospectus
Directive (the "Prospectus Directive") at, persons who are
"qualified investors" within the meaning of Article 2(1)(e) of the
Prospectus Directive (directive 2003/71/EC, as amended) ("qualified
investors"). In addition, in the United Kingdom, the Offer 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
under the Order (all such persons together being referred to as
"relevant persons"). This communication must not be acted on or
relied on by persons who are not relevant persons in the United
Kingdom or qualified investors as the case may be. Any investment
or investment activity to which this communication relates is
available only to relevant persons and will be engaged in only with
relevant persons or qualified investors as the case may be.
Each of the Managers, each of which is authorised and regulated
by the Financial Conduct Authority, is acting exclusively for the
Company and no one else in connection with the Offering and will
not be responsible to any other person for providing the
protections afforded to clients of such Manager respectively or for
providing advice in relation to the Offering, the Bonds or any
other transaction, matter or arrangement referred to in this
announcement.
Each of the Company, the Issuer, the Managers and their
respective affiliates expressly disclaims any obligation or
undertaking to update, review or revise any statement contained in
this announcement whether as a result of new information, future
developments or otherwise.
Acquiring investments to which this announcement relates may
expose an investor to a significant risk of losing all of the
amount invested. Persons considering making such investments should
consult an authorised person specialising in advising on such
investments. This announcement does not constitute a recommendation
concerning the Bonds. The value of the Bonds can decrease as well
as increase. Potential investors should consult a professional
advisor as to the suitability of the Bonds for the person
concerned.
In connection with the Offering, the Managers and any of their
affiliates, acting as investors for their own accounts, may
subscribe for or purchase securities and in that capacity may
retain, purchase, sell, offer to sell or otherwise deal for their
own accounts in such securities and any other securities of the
Company or the Issuer or related investments in connection with the
Bonds or the Company, the Issuer or otherwise. Accordingly,
references to the securities being issued, offered, subscribed,
acquired, placed or otherwise dealt in should be read as including
any issue or offer to, or subscription, acquisition, placing or
dealing by, the Managers and any of their respective affiliates
acting as investors for their own accounts. The Managers do not
intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
None of the Managers, or any of their respective directors,
officers, employees, affiliates, advisers or agents accepts any
responsibility, duty or liability whatsoever for or makes any
representation or warranty, express or implied, as to the truth,
accuracy or completeness of the information in this announcement
(or whether any information has been omitted from the announcement)
or any other information relating to the Company, the Issuer, its
other subsidiaries or associated companies, whether written, oral
or in a visual or electronic form, and howsoever transmitted or
made available or for any loss howsoever arising from any use of
this announcement or its contents or otherwise arising in
connection therewith.
Stabilisation/FCA. ISM Capital LLP is the Stabilisation
Manager.
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
