TIDMPHP
RNS Number : 5048N
Primary Health Properties PLC
24 September 2019
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 THE UNITED STATES, CANADA, AUSTRALIA,
JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR INTO ANY
OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR
BREACH OF ANY APPLICABLE LAW.
FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY
AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION
TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE SHARES IN PRIMARY HEALTH
PROPERTIES PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER
THE MARKET ABUSE REGULATION ("MAR"). UPON THE PUBLICATION OF THE
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION
IS CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL
THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.
Primary Health Properties PLC
("PHP" or the "Company")
Results of the Placing
PHP, a leading investor in modern primary health facilities, is
pleased to announce the successful completion of the placing
announced earlier today (the "Placing").
A total of 78,125,000 new ordinary shares in the Company (the
"Placing Shares") have been placed by Numis Securities Limited
("Numis") and Peel Hunt LLP ("Peel Hunt") (together, the "Banks")
at a price of 128 pence per Placing Share, with existing and new
institutional investors, raising gross proceeds of approximately
GBP100 million. The placing price of 128 pence per Placing Share
represents a discount of 4.3 per cent to the intra-day price at
9:31 am (being the time the placing price was agreed). The net
placing price of approximately 125 pence per Placing Share to be
received by the Company after expenses directly attributable to the
Placing represents a discount of approximately 6.4 per cent to that
intra-day price.
The Placing Shares represent approximately 6.9 per cent of the
issued ordinary share capital of the Company prior to the
Placing.
Harry Hyman, Managing Director of PHP said:
"The Board is delighted to have received the support of
shareholders for this fundraising. The capital raised will be used
to fund the development and acquisition of properties currently
on-site under development, or which the Board has agreed in
principle to forward fund. The Placing will also strengthen the
Company's balance sheet and reduce gearing in the near term. The
Company has a strong pipeline of opportunities that it is pursuing
that together with the improved terms we recently secured in the
debt markets and a proportionately reducing cost base will enhance
earnings and enable dividend cover to be maintained."
Certain Directors and persons closely associated with Directors
of the Company have participated in the Placing. Details of such
subscriptions in the Placing are as follows:
Director Number of Shares Number of Shares Number of Shares
held prior to subscribed for held after to
the Placing(1) in the Placing the Placing(1)
Harry Hyman 12,845,359(2) 39,062 12,884,421
--------------------- --------------------- ---------------------
Richard Howell 155,523 15,000 170,523
--------------------- --------------------- ---------------------
Peter Cole 50,000 25,000 75,000
--------------------- --------------------- ---------------------
Stephen Kell 14,478 7,812 22,290
--------------------- --------------------- ---------------------
Ian Krieger 81,481 20,000 101,481
--------------------- --------------------- ---------------------
Steven Owen 75,441 7,812(3) 83,253
--------------------- --------------------- ---------------------
Notes:
(1) Includes Shares held by connected parties and persons
closely associated with each Director of the Company.
(2) Includes 12,330,000 Shares held by Nexus Group Holdings Limited.
(3) Subscription of 7,812 Shares in the Placing made by Siân Owen, wife of Steven Owen.
The Company shortly will also be making a notification and
public disclosure of transactions by the Directors and persons
discharging managerial responsibilities and persons closely
associated with them in accordance with the requirements of the EU
Market Abuse Regulation giving more details of the above
dealings.
Application has been made to the Financial Conduct Authority for
admission of the Placing Shares to the premium listing segment of
the Official List maintained by the UK Listing Authority and to the
London Stock Exchange (the "LSE") for admission to trading of the
Placing Shares on the LSE's main market for listed securities
(together "Admission"). It is expected that Admission will take
place at or around 8.00 a.m. (London time) on 26 September 2019 (or
such later date as may be agreed between the Company and the Banks)
and that dealings in the Placing Shares will commence at the same
time.
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. This includes the right to receive all dividends
and other distributions declared or paid in respect of such
Ordinary Shares after the date of issue of the Placing Shares.
Following Admission, the total issued share capital of PHP will
be 1,214,413,474 Ordinary Shares of 12.5 pence each. This figure
may be used by Shareholders 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 Guidance and Transparency
Rules.
Capitalised terms used but not defined in this announcement have
the same meanings as set out in the placing announcement of the
Company released at 7am (London time) today, 24 September 2019.
For further information contact:
Primary Health Properties PLC
Harry Hyman, Managing Director
Richard Howell, Finance Director 020 7451 7050
Buchanan
David Rydell / Steph Watson / Tilly Abraham 0207 466 5066
Numis Securities Limited
James Black / Nathan Brown / Kevin Cruickshank
/ Jamie Loughborough 020 7260 1000
Peel Hunt LLP
Capel Irwin / Jock Maxwell-MacDonald / Harry
Nicholas 020 7418 8900
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
ROIFMGZLFDRGLZM
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September 24, 2019 09:45 ET (13:45 GMT)
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