TIDMPHP
RNS Number : 4599R
Primary Health Properties PLC
28 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
FOR IMMEDIATE RELEASE
28 February 2019
Primary Health Properties PLC
("PHP" or the "Company")
Result of General Meeting
Further to the announcement on 8 February 2019 in relation to
the publication of the Combined Circular and Prospectus, including
the Notice of General Meeting, PHP announces that, at the General
Meeting held earlier today, seeking approval for, amongst other
things, the recommended all-share merger with MedicX Fund Limited
(the "Merger"), all of the resolutions (as set out in full in the
Notice of General Meeting) put to the shareholders were duly
passed.
Full details of the results are set out below.
The Merger is also subject to approval by the MedicX
Shareholders at the MedicX Court Meeting and the MedicX General
Meeting, which will be held on 1 March 2019.
Resolution Votes % For Votes % Against Total Vote
For Against Votes withheld
(including Validly
Discretionary) Cast
To (i) approve the proposed
acquisition
of the entire issued and to be
issued
share capital of MedicX Fund Limited
and (ii) authorise the directors,
in accordance with s. 551 of the
Companies
Act 2006, to allot new ordinary
shares
1. in the capital of the Company. 367,923,324 99.98 57,625 0.02 367,980,949 217,664
------------------------------------- ---------------- ------ --------- ---------- ------------ -----------
To approve (i) the deed of variation
dated 24 January 2019 between the
Company and Nexus Tradeco Limited
and (ii) the deed of indemnity dated
24 January 2019 between the Company
2. and Nexus Tradeco Limited. 354,874,155 99.97 119,625 0.03 354,993,780 13,204,833
------------------------------------- ---------------- ------ --------- ---------- ------------ -----------
Votes 'For' and 'Against' are expressed as a percentage of the
total votes received. 'Votes Withheld' are not a vote in law and
have not been counted in the calculation of the 'Votes For' and
'Votes Against' the resolutions or the total number of votes
validly cast.
As at close of business on 26 February 2019, being the last for
registration of shareholdings for before the General Meeting, PHP
had 784,677,934 Ordinary Shares in issue each carrying one vote and
therefore the total number of voting rights in respect of the
General Meeting is 784,677,934.
A copy of the resolutions passed at the General Meeting has been
submitted to the National Storage Mechanism in accordance with
9.6.2 of the Listing Rules.
The voting results will also shortly be available on PHP's
website at www.phpgroup.co.uk/investors.
Capitalised terms used but not defined in this announcement have
the meanings given to them in the combined circular and prospectus
published by the Company on 8 February 2019.
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
Numis Securities Limited (Lead Financial Adviser, +44(0) 20 7260
Sponsor and Joint Broker to PHP) 1000
Michael Meade
James Black
Kevin Cruickshank
Huw Jeremy
Peel Hunt LLP (Joint Financial Adviser and Joint +44(0) 20 7418
Broker to PHP) 8900
James Britton
Capel Irwin
Harry Nicholas
Jock Maxwell Macdonald
IMPORTANT NOTICE
Numis, which is authorised and regulated in the United Kingdom
by the FCA, is acting exclusively for PHP and no-one else in
connection with the proposed Merger and Admission and will not
regard any other person (whether or not a recipient of this
announcement) as its client in relation to the proposed Merger and
Admission and will not be responsible to anyone other than PHP for
providing the protections afforded to its clients or for providing
advice in relation to the proposed Merger and Admission or any
matters referred to in this announcement.
Peel Hunt, which is authorised and regulated in the United
Kingdom by the FCA, is acting exclusively for PHP and no-one else
in connection with the proposed Merger and Admission and will not
regard any other person (whether or not a recipient of this
announcement) as its client in relation to the proposed Merger and
Admission and will not be responsible to anyone other than PHP for
providing the protections afforded to its clients or for providing
advice in relation to the proposed Merger and Admission or any
matters referred to in this announcement.
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 which contains the full
terms and conditions of the Merger, including details of how to
vote in respect of the Merger.
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.
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 are
contained in the Scheme Document and the Combined Circular and
Prospectus.
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 and the Combined Circular and Prospectus.
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.
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
ROMLVLFLKLFXBBL
(END) Dow Jones Newswires
February 28, 2019 07:36 ET (12:36 GMT)
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