TIDMPHP
RNS Number : 5228P
Primary Health Properties PLC
08 February 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A
PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD
NOT MAKE ANY INVESTMENT DECISION IN RELATION TO THE NEW SHARES
EXCEPT ON THE BASIS OF THE SCHEME DOCUMENT AND THE COMBINED
CIRCULAR AND PROSPECTUS
8 February 2019
Primary Health Properties PLC
("PHP" or the "Company")
Publication of Combined Circular and Prospectus and Notice of
General Meeting
Further to the announcement on 24 January 2019 in relation to
the proposed recommended all-share merger of PHP and MedicX Fund
Limited ("MedicX") (the "Rule 2.7 Announcement"), PHP announces
that the combined circular and prospectus (the "Combined Circular
and Prospectus") was approved by the UK Listing Authority earlier
today.
The following documents are expected to be posted to PHP
Shareholders shortly:
1. the Combined Circular and Prospectus and the Notice of
General Meeting to be held at CMS Cameron McKenna Nabarro Olswang
LLP, Cannon Place, 78 Cannon Street, London EC4N 6AF at 10.30 a.m.
on 28 February 2019; and
2. a form of proxy for use at the General Meeting.
PHP also notes that a copy of the Combined Circular and
Prospectus and the Scheme Document is expected to be posted or made
available to MedicX Scheme Shareholders today. The Scheme Document
contains, amongst other things, notices convening the MedicX Court
Meeting and the MedicX General Meeting.
The expected timetable of principal events is as follows:
Publication of the Combined Circular 8 February 2019
and Prospectus and notice of the General
Meeting
Latest time and date for receipt of forms 10.30 am on 26 February
of proxy for the General Meeting 2019
General Meeting 10.30 am on 28 February
2019
MedicX Court Meeting 2.00 pm on 1 March
2019
MedicX General Meeting 2.15 pm on 1 March
2019
All references in this announcement to times are to times in
London (unless otherwise stated).
The Combined Circular and Prospectus (and Scheme Document) will
shortly be made available on the Company's website at
www.phpgroup.co.uk. Copies of the Combined Circular and Prospectus
will be available from the registered office of PHP at 5(th) Floor,
Greener House, 66-68 Haymarket, London, SW1Y 4RF from the date of
its publication until Admission free of charge. A copy of the
Combined Circular and Prospectus has also been submitted to the
National Storage Mechanism and will shortly be available for
inspection at: http://www.morningstar.co.uk/uk/NSM.
Capitalised terms used in this announcement have the meanings
given to them in the Combined Circular and Prospectus.
For further information contact:
+44(0) 20 7451
PHP 7050
Steven Owen, Chairman
Harry Hyman, Managing Director
Richard Howell, Finance Director
+44(0) 207 7466
Buchanan (Public Relations Adviser to PHP) 5000
David Rydell
Stephanie Watson
Tilly Abraham
+44(0) 20 7260
Numis Securities Limited (Sponsor to PHP) 1000
Kevin Cruickshank
Huw Jeremy
IMPORTANT NOTICE
Numis, which is authorised and regulated by the FCA, is acting
exclusively as financial adviser to PHP and no one else in
connection with the Proposals and will not be responsible to anyone
other than PHP for providing the protections afforded to clients of
Numis nor for providing advice in connection with the Proposals or
any matter referred to herein.
This announcement is for information purposes only. It is not
intended to and does not constitute, or form part of, any offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Merger or otherwise, nor shall there
be any sale, issuance or transfer of securities of PHP or MedicX
pursuant to the Merger or otherwise in any jurisdiction in
contravention of applicable law. The Merger will be implemented
solely by means of the Scheme Document (or, in the event that the
Merger is to be implemented by means of a Takeover Offer, the offer
document) or any document by which the Merger is made which will
contain the full terms and conditions of the Merger, including
details of how to vote in respect of the Merger.
MedicX has prepared the Scheme Document to be distributed to
MedicX Shareholders. MedicX and PHP urge MedicX Shareholders to
read the Scheme Document carefully as it contains important
information relating to the Merger. MedicX Shareholders are also
advised to read the Combined Circular and Prospectus, which will be
distributed to them by PHP, as it will contain important
information relating to the New Shares. Any vote, decision in
respect of or other response to the Merger (or the Scheme, if
applicable) should only be made on the basis of the information
contained in the Scheme Document and Combined Circular and
Prospectus. Each MedicX Shareholder is urged to consult its
independent professional advisers immediately regarding the tax
consequences of the Merger applicable to them.
PHP has prepared the Combined Circular and Prospectus to be
distributed to PHP Shareholders and which will be available on
PHP's website at www.phpgroup.co.uk/investors and MedicX's website
at www.medicxfund.com/investors. PHP urges PHP Shareholders to read
the Combined Circular and Prospectus when it becomes available as
it contains important information relating to the Proposals. Any
approval, decision or other response to the Proposals should be
made only on the basis of the information in the Combined Circular
and Prospectus. PHP Shareholders are strongly advised to read the
formal documentation in relation to the Merger once it has been
despatched.
The statements contained in this announcement are made as at the
date of this announcement, unless some other time is specified in
relation to them. Nothing contained in this announcement shall be
deemed to be a forecast, projection or estimate of the future
financial performance of MedicX or the MedicX Group or PHP or the
PHP Group except where otherwise stated.
This announcement does not constitute a prospectus or prospectus
equivalent document. The New Shares to be issued pursuant to the
Merger are not being offered to the public by means of this
announcement. The Merger will be subject to the applicable
requirements of the Takeover Code, the Panel, the London Stock
Exchange and the UK Listing Authority.
Overseas Shareholders
This announcement has been prepared for the purpose of complying
with Guernsey law, English law, the Takeover Code, the Market Abuse
Regulation and the Disclosure Guidance and Transparency Rules 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 of jurisdictions outside of England or
Guernsey.
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom or Guernsey may be
restricted by law and/or regulation. Persons who are not resident
in the United Kingdom or Guernsey, or who are subject to other
jurisdictions should inform themselves of, and observe, any
applicable legal or regulatory requirements. In particular, the
ability of persons who are not resident in the United Kingdom or
Guernsey or who are subject to the laws of another jurisdiction to
participate in the Merger or to vote their MedicX Scheme Shares in
respect of the Scheme at the MedicX Court Meeting, or to execute
and deliver Forms of Proxy appointing another to vote at the MedicX
Court Meeting on their behalf, may be affected by the laws of the
relevant jurisdictions in which they are located or to which they
are subject. Any failure to comply with the applicable requirements
may constitute a violation of the laws and/or regulations of any
such jurisdiction. To the fullest extent permitted by applicable
law, the companies and persons involved in the Merger disclaim any
responsibility or liability for the violation of such restrictions
by any person.
Unless otherwise determined by PHP or required by the Takeover
Code and permitted by applicable law and regulation, participation
in the Merger will not be made available, directly or indirectly,
in, into or from any jurisdiction where to do so would violate the
laws in that jurisdiction and no person may vote in favour of the
Merger by any such use, means, instrumentality or form within any
such restricted jurisdiction or any other jurisdiction if to do so
would constitute a violation of the laws of that jurisdiction.
Accordingly, copies of this announcement and all documentation
relating to the Merger are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from any restricted jurisdiction where to do so would
violate the laws in that jurisdiction, and persons receiving this
announcement and all documents relating to the Merger (including
custodians, nominees and trustees) must not mail or otherwise
distribute or send them in, into or from such jurisdictions as
doing so may invalidate any purported vote in respect of the
Merger.
If the Merger is implemented by way of a Takeover Offer (unless
otherwise permitted by applicable law and regulation), the Takeover
Offer may not be made, directly or indirectly, in or into or by use
of the mails or any other means or instrumentality (including,
without limitation, facsimile, e-mail or other electronic
transmission, telex or telephone) of interstate or foreign commerce
of, or any facility of a national, state or other securities
exchange of any restricted jurisdiction and the Takeover Offer will
not be capable of acceptance by any such use, means,
instrumentality or facilities or from within any restricted
jurisdiction.
The availability of the New Shares under the Merger to MedicX
Shareholders who are not resident in the United Kingdom may be
affected by the laws of the relevant jurisdictions in which they
are resident. Persons who are not resident in the United Kingdom or
who are subject to other jurisdictions should inform themselves of,
and observe, any applicable legal or regulatory requirements.
Further details in relation to Overseas Shareholders will be
contained in the Scheme Document.
Notice to US investors
The Merger relates to the securities of a Guernsey company with
a listing on the London Stock Exchange and is proposed to be
implemented pursuant to a scheme of arrangement provided for under
the Companies Law of Guernsey. A transaction effected by means of a
scheme of arrangement is not subject to the tender offer rules or
the proxy solicitation rules under the US Exchange Act.
Accordingly, the Scheme is subject to procedural and disclosure
requirements and practices applicable to a scheme of arrangement
involving a target company in Guernsey listed on the London Stock
Exchange, which are different from the disclosure requirements of
the US tender offer and proxy solicitation rules. If in the future
PHP exercises its right to implement the Merger by way of a
Takeover Offer, such Takeover Offer will be made in compliance with
all applicable laws and regulations, including, without limitation,
to the extent applicable, Section 14(e) of the US Exchange Act and
Regulation 14E thereunder, and subject, in the case of
participation by MedicX Shareholders resident in the United States,
to the availability of an exemption (if any) from the registration
requirements of the US Securities Act and of the securities laws of
any state or other jurisdiction of the United States. Such Takeover
Offer would be made by PHP and no one else. In addition to any such
Takeover Offer, PHP, certain affiliated companies and the nominees
or brokers (acting as agents) may make certain purchases of, or
arrangements to purchase, shares in MedicX outside such Takeover
Offer during the period in which such Takeover Offer would remain
open for acceptance. If such purchases or arrangements to purchase
were to be made, they would be made outside the United States and
would comply with applicable law, including the US Exchange Act.
Any information about such purchases will be disclosed as required
in the United Kingdom and Guernsey, will be reported to a
Regulatory Information Service of the UK Listing Authority and will
be available on the London Stock Exchange website:
http://www.londonstockexchange.com/.
The financial information included in this announcement and
other documentation related to the Merger has been or will have
been prepared in accordance with International Financial Reporting
Standards and thus may not be comparable to financial information
of US companies or companies whose financial statements are
prepared in accordance with generally accepted accounting
principles in the US.
The New Shares to be issued under the Scheme have not been and
will not be registered under the US Securities Act or under any
laws or with any securities regulatory authority of any state or
other jurisdiction of the United States and may only be offered or
sold in the US in reliance on an exemption from the registration
requirements of the US Securities Act. The New Shares are expected
to be issued in reliance upon the exemption from the registration
requirements of the US Securities Act provided by Section 3(a)(10)
thereof. MedicX Shareholders who are or will be affiliates of PHP
or MedicX prior to, or of PHP after, the Effective Date will be
subject to certain US transfer restrictions relating to the New
Shares received pursuant to the Scheme as will be further described
in the Scheme Document.
For the purposes of qualifying for the exemption from the
registration requirements of the US Securities Act afforded by
Section 3(a)(10) thereunder, MedicX will advise the Court that its
sanctioning of the Scheme will be relied on by PHP as an approval
of the Scheme following a hearing on the fairness of the terms and
conditions of the Scheme to MedicX Shareholders.
None of the securities referred to in this announcement have
been approved or disapproved by the SEC or any US state securities
commission, nor have any such authorities passed judgment upon the
fairness or the merits of the Merger or determined if this
announcement is accurate or complete. Any representation to the
contrary is a criminal offence in the United States.
US holders of MedicX Shares also should be aware that the
transaction contemplated herein may have tax consequences in the
United States and that such consequences, if any, are not described
herein. US holders of MedicX Shares are urged to consult with
independent professional advisors regarding the legal, tax and
financial consequences of the Merger applicable to them.
It may be difficult for US holders of MedicX Shares to enforce
their rights and claims arising out of the US federal securities
laws since PHP and MedicX are organized in countries other than the
US and some or all of their officers and directors may be residents
of, and some or all of their assets may be located in,
jurisdictions other than the US. US holders of MedicX Shares may
have difficulty effecting service of process within the US upon
those persons or recovering against judgments of US courts,
including judgments based upon the civil liability provisions of
the US federal securities laws. US holders of MedicX Shares may not
be able to sue a non-US company or its officers or directors in a
non-US court for violations of US securities laws. Further, it may
be difficult to compel a non-US company and its affiliates to
subject themselves to a US court's judgment.
Further details in relation to US investors will be contained in
the Scheme Document.
Forward looking statements
This announcement (including information incorporated by
reference into this announcement), any oral statements made by PHP
or MedicX in relation to the Merger and other information published
by PHP or MedicX may contain statements about PHP, MedicX and the
Enlarged Group that are or may be forward looking statements. All
statements other than statements of historical facts included in
this announcement may be forward looking statements. Without
limitation, any statements preceded or followed by or that include
the words "targets", "plans", "goals", "believes", "expects",
"aims", "intends", "will", "may", "anticipates", "estimates",
"projects", hopes", "continues", "would", "could", "should" or
words or terms of similar substance or the negative thereof, are
forward looking statements. Forward looking statements include
statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy,
losses and future prospects; and (ii) business and management
strategies and the expansion and growth of PHP's or MedicX's or the
Enlarged Group's operations and potential synergies resulting from
the Merger.
Such forward looking statements involve risks and uncertainties
that could significantly affect expected results and/or the
operations of PHP, MedicX or the Enlarged Group and are based on
certain assumptions and assessments made by PHP and MedicX in light
of their experience and their perception of historical trends,
current conditions, future developments and other factors they
believe appropriate. Except as expressly provided in this
announcement, they have not been reviewed by the auditors of PHP or
MedicX. Although it is believed that the expectations reflected in
such forward looking statements are reasonable, no assurance can be
given that such expectations will prove to have been correct and
you are therefore cautioned not to place reliance on these forward
looking statements which speak only as at the date of this
announcement. Neither MedicX nor PHP, nor any of their respective
members, directors, officers, employees, advisers and any person
acting on behalf of one or more of them assumes any obligation to
update or correct the information contained in this announcement
(whether as a result of new information, future events or
otherwise) except as required by applicable law (including as
required by the Takeover Code, the Listing Rules and the Disclosure
Guidance and Transparency Rules).
There are several factors which could cause actual results to
differ materially from those expressed or implied in forward
looking statements. Among the factors that could cause actual
results to differ materially from those described in the forward
looking statements are changes in the global, political, economic,
business, competitive, market and regulatory forces, future
exchange and interest rates, changes in tax rates and future
business acquisitions or disposals. Such statements are qualified
in their entirety by the inherent risks and uncertainties
surrounding future expectations.
No member of PHP or MedicX, nor any of their respective
associates, directors, officers, employees or advisers, provides
any representation, assurance or guarantee that the occurrence of
the events expressed or implied in any forward-looking statements
in this announcement will actually occur.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 per cent. or more of any class of relevant
securities of an offeree company or of any securities exchange
offeror (being any offeror other than an offeror in respect of
which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following
the commencement of the Offer Period and, if later, following the
announcement in which any securities exchange offeror is first
identified. An Opening Position Disclosure must contain details of
the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of: (i) the offeree
company; and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) of the Takeover
Code applies must be made by no later than 3.30 pm (London time) on
the 10th Business Day following the commencement of the Offer
Period and, if appropriate, by no later than 3.30 pm (London time)
on the 10th Business Day following the announcement in which any
securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a
securities exchange offeror prior to the deadline for making an
Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each
of: (i) the offeree company; and (ii) any securities exchange
offeror, save to the extent that these details have previously been
disclosed under Rule 8 of the Takeover Code. A Dealing Disclosure
by a person to whom Rule 8.3(b) of the Takeover Code applies must
be made by no later than 3.30 pm (London time) on the Business Day
following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3 of the Takeover Code.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with either of them (see Rules 8.1, 8.2 and 8.4
of the Takeover Code).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the Offer Period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Requesting Hard Copy Documents
Pursuant to Rule 30.3 of the Takeover Code, a person so entitled
may request a copy of this announcement and any information
incorporated into it by reference to another source in hard copy
form. A person may also request that all future documents,
announcements and information to be sent to that person in relation
to the Merger should be in hard copy form. For persons who receive
a copy of this announcement in electronic form or via a website
notification, a hard copy of this announcement will not be sent
unless so requested from either (1) PHP by contacting the PHP
Company Secretary at its principal executive office in London
during business hours on +44 (0) 20 7451 7050 or by submitting a
request in writing to the PHP Company Secretary at 5th Floor,
Greener House, 66-68 Haymarket, London SW1Y 4RF.
Publication on website
A copy of this announcement will be made available, free of
charge subject to certain restrictions relating to persons resident
in Restricted Jurisdictions, at www.phpgroup.co.uk/investors by no
later than 12 noon (London time) on the Business Day following the
date of this announcement.
Neither the content of the websites referred to in this
announcement nor the content of any website accessible from
hyperlinks on PHP's website (or any other website) is incorporated
into, or forms part of, this announcement.
The Merger is subject to the provisions of the Takeover
Code.
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
PDIBBGDDXBGBGCI
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February 08, 2019 06:16 ET (11:16 GMT)
Primary Health Properties (LSE:PHP)
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