Primary Health Props - Proposed Placing
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED HEREIN (TOGETHER, THIS "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM
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 ANY JURISDICTION IN WHICH ANY SUCH, OFFER OR SOLICITATION WOULD BE UNLAWFUL.
This announcement is released by
("PHP" or the "Company")
Proposed Placing to raise approximately
PHP today announces its intention to issue new Ordinary Shares (the "Placing Shares") to raise in aggregate gross proceeds of approximately
- Proposed Placing to raise approximately
- The tragic associated impact of COVID-19 brings the ongoing requirement to cater for
- Proceeds will be used to fund continued portfolio growth through acquisition and forward funded developments and to finance asset management projects totalling c.
o Short-term estimated pipeline of
o Active management of existing assets to create additional value with estimated capex on projects in FY20 and FY21 of c.
- Proposed Placing helps to maintain an appropriate loan to value % (LTV) in the short-term reducing the
- Placing Shares will not rank for the third quarterly interim dividend of 1.475p per share declared on
Investors should read this announcement in conjunction with the Company's trading update also released today.
The Placing will be conducted by way of an accelerated bookbuild (the "Bookbuild") which will open immediately following the release of this announcement.
Background to and reasons for the Placing
Since the Company's
During the current year, the Company has continued to see opportunities for funding new developments, both in
As funding the development and acquisition of new medical centres involves committing to make capital available during the length of the development, typically 12-18 months, it is proposed to use equity to finance these investment commitments and accordingly the proceeds of the Placing will be ear-marked to fund the developments identified above. If funded by equity, these developments as they complete will increase the value of unfettered assets in the PHP portfolio and strengthen its balance sheet. The Placing is not conditional upon these developments proceeding and if any of them do not complete then the net proceeds will be retained for use in connection with PHP's acquisition pipeline or for general commercial activities, or a combination thereof.
The Company continues to have a pipeline of further acquisition opportunities for standing let investments which remains significant with the Company currently analysing or negotiating a number of potential transactions. The Company has access to a broad range of financing options, including committed but undrawn debt. In combination, the positive gap between rental yields and financing and management costs remains robust and provides opportunities for PHP to make earnings enhancing and cash generative property investments. Accordingly, the Directors will continue to employ a selective and disciplined approach to acquisitions to support continued portfolio strength through funding selected investment opportunities.
Acquisitions will be supplemented by active management of existing assets, aiming to deliver further income and valuation growth. Capital expenditure of approximately
Dividend and Loan to value policies
Following the Placing, the Company intends to maintain its strategy of paying a progressive dividend that is covered by earnings in each financial year. In addition, following the Placing, the Company has lowered the upper range for its loan to value ratio from 55% to 50%.
Details of the Placing
The Company intends to issue new Ordinary Shares (the "Placing Shares") to raise in aggregate gross proceeds of approximately
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 in respect of such Ordinary Shares after the date of issue of the Placing Shares, other than the dividend declared on
Applications will be made for the Placing Shares to be admitted to the premium listing segment of the Official List of the Financial Conduct Authority (the "
Appendix 2 to this announcement (which forms part of this announcement) sets out the terms and conditions of the Placing. By choosing to participate in the Placing and by making an oral or written offer to acquire Placing Shares, investors will be deemed to have read and understood this announcement in its entirety (including the Appendices) and to be making a legally binding offer on the terms and subject to the terms and conditions in it, and to be providing the representations, warranties and acknowledgements contained in Appendix 2.
For further information contact:
020 7451 7050
0207 466 5066
020 7260 1000
Capel Irwin /
020 7418 8900
The Legal Entity Identifier of the Company is 213800Y5CJHXOATK7X11. The person responsible for arranging the release of this information is
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.
This announcement and the information contained herein is not for release, publication or distribution to persons in
This announcement does not constitute an offer of securities for sale in
The Placing Shares have not been approved or disapproved by the
Each Placee should consult with its own advisers as to the legal, tax, business and related aspects of a purchase of the Placing Shares.
Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this announcement should seek appropriate advice before taking any action.
This announcement has been issued by and is the sole responsibility of the Company.
This announcement has been prepared for the purposes of complying with the applicable laws and regulations of the
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; Placing Shares offer no guaranteed income and no capital protection; and an investment in Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to Placing Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
Note regarding forward-looking statements:
This announcement includes statements that are, or may be deemed to be, forward-looking statements, including its expectations in relation to the interim financial results for the six months ended
Any forward-looking statements in this announcement reflect the Company's view as at the date of this announcement with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's operations, results of operations and growth strategy. Investors should specifically consider the factors identified in this announcement which could cause actual results to differ before making an investment decision. Subject to the requirements of the rules of the
By participating in the Bookbuilding Process and the Placing, each Placee by choosing to participate in the Placing by making an oral and legally binding offer to acquire Placing Shares will be deemed to have read and understood this announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained in Appendix 2 to this announcement and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in Appendix 2 to this announcement
Neither the content of the Company's website (or any other website) nor any website accessible by hyperlinks on the Company's website (or any other website) is incorporated in, or forms part of, this announcement.
Any person receiving this announcement is advised to exercise caution in relation to the Placing. If in any doubt about any of the contents of this announcement, independent professional advice should be obtained. This announcement does not constitute a recommendation concerning the Placing.
In this announcement, the following expressions have the following meanings unless the context requires otherwise:
the admission of the Placing Shares issued pursuant to the Placing to the Official List becoming effective in accordance with the Listing Rules and the admission of such shares to trading on the premium segment of
Admission and Disclosure Standards
the "Admission and Disclosure Standards" of
the articles of association of the Company
the Directors of the Company
Company or PHP
certificated or in certificated form
in relation to a share or other security, a share or other security which is not in uncertificated form
the US Internal Revenue Code of 1986, as amended
the relevant system, as defined in the CREST Regulations for paperless settlement of share transfers and the holding of shares in uncertificated form (in respect of which Euroclear is the operator as defined in the CREST Regulations)
the Uncertificated Securities Regulations 2001 (SI 2001 No. 01/378), as amended
the executive director and non-executive directors of the Company
Disclosure Guidance and Transparency Rules
the rules relating to the disclosure of information made in accordance with section 73(A)(3) of FSMA
the US Employee Retirement Income Security Act of 1974, as amended
any person that is: (i) an "employee benefit plan" as defined in Section 3(3) of ERISA that is subject to Title 1 of ERISA; (ii) a "plan" as defined in Section 4975 of the Code, including an individual retirement account or other arrangement that is subject to Section 4975 of the Code; (iii) an entity which is deemed to hold the assets of any of the foregoing types of plans, accounts or arrangements that is subject to Title 1 of ERISA or Section 4975 of the Code; or (iv) any governmental, church, non-US or other employee benefit plan that is subject to any federal, state, local or non-US law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the Code whose purchase, holding, and disposition of the Placing Shares could constitute or result in a non-exempt violation of any such substantially similar law
Financial Conduct Authority or
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005
the Financial Services and Markets Act 2000, as amended
the Company and each of its subsidiaries and subsidiary undertakings from time to time
each of Numis and Peel Hunt
the Listing Rules made by the
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the Market Abuse Regulation (EC No. 594/2014)
a sovereign state which is a member of the
the Official List of the Financial Conduct Authority pursuant to Part VI of FSMA
Ordinary Shares or Shares
ordinary shares of
a placee procured by the Joint Bookrunners in connection with the Placing
the conditional placing by the Joint Bookrunners as agents for and on behalf of the Company of the Placing Shares pursuant to the Placing Agreement
the conditional placing agreement dated on or around the date of this announcement between the Company, Numis and Peel Hunt relating to the Placing
the new Ordinary Shares to be issued pursuant to the Placing
Pounds Sterling or £
the lawful currency of the
Regulation (EU) No 2017/1129
Prospectus Regulation Rules
the Prospectus Regulation Rules published by the
a "qualified institutional buyer" as defined in Rule 144A(a)(1) under the Securities Act
Regulation D under the Securities Act
Regulation S under the Securities Act
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one of the regulatory information services authorised by the Financial Conduct Authority to receive, process and disseminate regulatory information in respect of listed companies
a company to which Part 4 of the Finance Act 2006 applies in respect of all of its assets and businesses
the United States Securities Act of 1933, as amended
uncertificated or in uncertificated form
recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST
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Terms And Conditions Of The Placing
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS (WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION")) ("QUALIFIED INVESTORS"), (B) PERSONS IN THE
THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF
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 PLACING SHARES IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE MAY BE REQUIRED, OTHER THAN IN THE
EACH PLACEE SHOULD CONSULT ITS OWN ADVISERS AS TO LEGAL, BUSINESS, FINANCIAL, TAX AND RELATED ASPECTS OF ACQUIRING THE PLACING SHARES.
Persons who are invited to and who choose to participate in the placing (the "Placing") of the Placing Shares (as defined below) by making an oral or written offer to acquire Placing Shares (including any individuals, funds or others on whose behalf a commitment to acquire Placing Shares is given) ("Placees") will be deemed to have read and understood this announcement in its entirety and to be making such offer on the terms and conditions, and to be providing (and shall only be permitted to participate in the Placing on the basis that they have provided) the representations, warranties, indemnities, acknowledgements, undertakings and agreements, contained in this Appendix. In particular, each such Placee represents, warrants, acknowledges and agrees to each of
1. it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
2. it is acquiring the Placing Shares for its own account or if it is acquiring the Placing Shares for the account of one or more other persons, it has full power and authority to make the representations, warranties, agreements and acknowledgements herein on behalf of each such account;
3. it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this announcement (including this Appendix);
4. it understands that the Placing Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of
5. it and the person(s), if any, for whose account or benefit it is acquiring the Placing Shares are either (a)(i) outside
6. if the Placee is in
7. if it is a Placee resident in
7.1 it is (i) either a "sophisticated investor" within the meaning of Section 708(8) of the Corporations Act 2001 of the
7.1.1 does not constitute an offer of securities for sale in
7.1.2 does not and is not required to contain all the information which would be required under the Corporations Act to be included in such a Disclosure Document;
7.1.3 has not been lodged with the
7.1.4 does not constitute financial product advice in relation to the Placing and nothing in the documentation should be taken to constitute a recommendation or statement of opinion that is intended to influence you in making a decision to participate in the offer; and
7.1.5 does not constitute a Product Disclosure Statement (nor has a Product Disclosure Statement been or will be issued in relation to this offer) and no cooling-off regime applies to the financial products offered pursuant to this announcement or any accompanying documentation;
7.2 it acknowledges and agrees that any securities acquired pursuant to this announcement are not, within 12 months of acquisition of the securities, able to be offered, transferred, assigned or otherwise alienated to investors in
8. the Company, Numis and Peel Hunt will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements.
The Placing Shares have not been approved or disapproved by the
No representation is made by the Company, Numis or Peel Hunt to any Placees regarding an investment in the Placing Shares.
1. Details Of The Placing
1.1 Each of the Joint Bookrunners is acting as bookrunner in connection with the Placing and has entered into the Placing Agreement with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, each of the Joint Bookrunners, as agent for and on behalf of the Company, has severally, and not jointly, or jointly and severally, agreed to use its reasonable endeavours to procure placees for the Placing Shares at the Placing Price.
1.2 The Placing Shares will, when issued, be subject to the Articles, be credited as fully paid up and rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of the Ordinary Shares after the date of issue of the Placing Shares, other than the dividend declared on
1.3 No prospectus or other offering document has been or will be submitted to be approved by the
1.4 As part of the Placing, the Company has agreed that it will not issue or sell any Ordinary Shares for a period of 60 days after Admission (as defined below) without the prior written consent of the Joint Bookrunners. This agreement is subject to certain customary exceptions.
2. Application For Listing And Admission To Trading
2.1 Applications will be made to the
2.2 It is expected that Admission of the Placing Shares will occur at or before
2.3 Admission is subject to the Placing Agreement becoming unconditional in all respects and not having been terminated in accordance with its terms.
3. Bookbuilding Process
3.1 The Joint Bookrunners will today commence the bookbuilding process in respect of the Placing (the "Bookbuilding Process") to determine demand for participation in the Placing by Placees. This appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing.
3.2 The Joint Bookrunners and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuilding Process as they may, in their sole discretion, determine.
4. Participation In, And Principal Terms Of, The Placing
4.1 The Joint Bookrunners are arranging the Placing severally, and not jointly, or jointly and severally, as bookrunners and placing agents of the Company.
4.2 Participation in the Placing will only be available to persons who may lawfully, and are invited to, participate in the Placing. Each of the Joint Bookrunners may itself agree to be a Placee in respect of all or some of the Placing Shares or may nominate any member of its group to do so.
4.3 The Bookbuilding Process will establish a single price per Placing Share payable to the Joint Bookrunners by all Placees whose bids are successful (the "Placing Price"). The Placing Price and the aggregate proceeds to be raised through the Placing will be agreed between the Joint Bookrunners and the Company following completion of the Bookbuilding Process. The Placing Price will be announced through a Placing results announcement (the "Placing Results Announcement") following the completion of the Bookbuilding Process. No commissions will be paid to Placees or by the Placees in respect of any Placing Shares.
4.4 To bid in the Bookbuilding Process, Placees should communicate their bid by telephone to their usual sales contact at Numis or Peel Hunt. Each prospective Placee's allocation of Placing Shares will be confirmed to prospective Placees orally by one of the Joint Bookrunners or one of their respective affiliates, and a contract note will be dispatched as soon as practicable thereafter as evidence of such Placee's allocation and commitment. The terms and conditions of this appendix will be deemed incorporated into the contract note. That oral confirmation will constitute an irrevocable legally binding commitment upon that person (who at that point will become a Placee) in favour of the Company and the Joint Bookrunners to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this appendix and in accordance with the Articles.
4.5 The Bookbuilding Process is expected to close no later than
4.6 The Company will release the Placing Results Announcement following the close of the Bookbuilding Process, detailing the aggregate number of the Placing Shares to be issued and the Placing Price at which such shares have been placed.
4.7 An offer to acquire Placing Shares, which has been already communicated by a prospective Placee to either of the Joint Bookrunners which has not been withdrawn or revoked prior to publication of the Placing Results Announcement, shall not be capable of withdrawal or revocation following the publication of this announcement without the consent of the Joint Bookrunners.
4.8 Each Placee has an immediate, separate, irrevocable and binding obligation, owed to the relevant Joint Bookrunner (as agent for the Company), to pay to it (or as it may direct) in cleared funds immediately on the settlement date in accordance with the registration and settlement requirements set out below an amount equal to the product of the Placing Price and such number of Placing Shares that such Placee has agreed to acquire and that the Company has agreed to allot to it.
4.9 Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be subscribed for pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".
4.10 All obligations under the Placing will be subject to fulfilment or (where applicable) waiver of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of the Placing Agreement".
4.11 By participating in the Placing, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee. Each Placee's obligations will be owed to the Company, and to Numis and Peel Hunt (as applicable).
4.12 To the fullest extent permissible by law, neither the Joint Bookrunners, nor the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any responsibility or liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither the Joint Bookrunners, nor the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any responsibility or liability (including to the extent permissible by law, any fiduciary duties) in respect of the Joint Bookrunners' conduct of the Placing.
4.13 The Placing Shares will be issued subject to the terms and conditions of this announcement and each Placee's commitment to subscribe for Placing Shares on the terms set out herein will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Joint Bookrunners' conduct of the Placing.
4.14 All references to times and dates in this announcement are to times and dates in the
5. Conditions Of The Placing
5.1 The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. Each of the Joint Bookrunners' obligations under the Placing Agreement in respect of the Placing Shares are conditional on, amongst other things:
5.1.1 the Company having complied with all of its obligations under the Placing Agreement which fall to be performed or satisfied prior to Admission;
5.1.2 the Company retaining its REIT status at all times up until Admission;
5.1.3 certain publication of announcement obligations (including with respect to this announcement);
5.1.4 none of the warranties in the Placing Agreement being untrue or inaccurate or misleading in any material respect on and as of the date of the Placing Agreement and at all times before Admission by reference to the facts and circumstances then subsisting;
5.1.5 no material adverse change in, or any development likely to involve a prospective material adverse change in or affecting, the operations, the condition (financial, operational, legal or otherwise) or in the trading position, earnings, management, general affairs, solvency or prospects of the Group, taken as a whole, whether or not foreseeable and whether or not arising in the ordinary course of business having occurred, in each case prior to Admission;
5.1.6 the Company allotting, subject only to Admission, the Placing Shares in accordance with the Placing Agreement;
5.1.7 the delivery by the Company the Joint Bookrunners immediately prior to Admission of a certificate signed for and on behalf of the Company by a Director on behalf thereof confirming, inter alia, that the warranties given by the Company in the Placing Agreement remain true and accurate; and
5.1.8 Admission occurring no later than
5.2 The Joint Bookrunners may, at their discretion and upon such terms as they think fit, waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the Conditions or extend the time or date provided for fulfilment of any such Conditions in respect of all or any part of the performance thereof. The condition in the Placing Agreement relating to Admission may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this announcement.
5.3 If: (i) any of the Conditions are not fulfilled or (where permitted) waived by the Joint Bookrunners by the relevant time or date specified (or such later time or date as the Joint Bookrunners may agree with the Company, being no later than the Long Stop Date); or (ii) the Placing Agreement is terminated in the circumstances specified below under "Termination of the Placing Agreement", the Placing will not proceed and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by it or on its behalf (or any person on whose behalf the Placee is acting) in respect thereof.
5.4 Neither the Joint Bookrunners, nor the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any Condition to the Placing, nor for any decision they may make as to the satisfaction of any Condition or in respect of the Placing generally, and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Joint Bookrunners.
6. Termination Of The Placing Agreement
6.1 Each of the Joint Bookrunners is entitled, at any time before Admission, to terminate the Placing Agreement in accordance with its terms in certain circumstances, including (amongst other things) if at any time before Admission, either of the Joint Bookrunners becomes aware that:
6.1.1 any statement contained in this announcement or the investor presentation has become or been discovered to be untrue, inaccurate or misleading in any material respect or that there has been an omission therefrom; or
6.1.2 any of the warranties in the Placing Agreement was, when given, untrue, inaccurate or misleading in any material respect; or
6.1.3 any of the warranties in the Placing Agreement has ceased to be true, accurate or not misleading in any material respect (or would not be true, accurate or not misleading in any material respect if then repeated) by reference to the facts subsisting at the time; or
6.1.4 any material adverse change in the operations, the condition (financial, operational, legal or otherwise) or in the trading position, earnings, management, general affairs, solvency or prospects of the Group, taken as a whole has occurred; or
6.1.5 a material breach by the Company of any of its obligations under the Placing Agreement has occurred.
6.2 If the Placing Agreement is terminated in accordance with its terms, the parties to the Placing Agreement shall be released and discharged (except for any liability arising in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement subject to certain exceptions.
6.3 By participating in the Placing, each Placee agrees that (i) the exercise by a Joint Bookrunner of any right of termination or of any other discretion under the Placing Agreement shall be within the absolute discretion of such Joint Bookrunner and that it need not make any reference to, or consult with, Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise or failure to so exercise and (ii) its rights and obligations terminate only in the circumstances described above under "Termination of the Placing Agreement" and "Conditions of the Placing", and its participation will not be capable of rescission or termination by it after the oral confirmation of its allocation and commitment pursuant to the terms and conditions set out in this appendix. Without limitation to the foregoing, Placees will have no rights against the Joint Bookrunners, the Company or any of their respective directors, officers or employees under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended).
7. Registration And Settlement
7.1 Settlement of transactions in the Placing Shares (ISIN: GB00BYRJ5J14) following Admission will take place within the CREST system, subject to certain exceptions. The Joint Bookrunners each reserve the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees in certificated form if, in the Joint Bookrunners' opinion, delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.
7.2 Following the close of the Bookbuilding Process, each Placee to be allocated Placing Shares in the Placing will be sent a contract note stating the number of Placing Shares allocated to them at the Placing Price, the aggregate amount owed by such Placee to the relevant Joint Bookrunner and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions that it has in place with the relevant Joint Bookrunner.
7.3 Placees should settle against the CREST ID provided to them by either Numis or Peel Hunt. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.
7.4 It is expected that settlement will take place on
7.5 Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by the Joint Bookrunners.
7.6 Each Placee is deemed to agree that, if it does not comply with these obligations, the Joint Bookrunners may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Joint Bookrunners' account, and to the extent applicable, the Company's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and will be required to bear any stamp duty or stamp duty reserve tax or other taxes or duties (together with any interest or penalties) imposed in any jurisdiction which may arise upon the sale of such Placing Shares on such Placee's behalf.
7.7 If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the contract note is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject to as provided below, be so registered free from any liability to
7.8 Placees are not entitled to receive any fee or commission in connection with the Placing.
8. Representations And Warranties
8.1 By receiving this announcement, each Placee and, in the case of paragraph 8.1.24 of this appendix, any person confirming his agreement to subscribe for Placing Shares on behalf of a Placee or participating in the Bookbuilding process by submitting a bid to the Joint Bookrunners, is deemed to acknowledge, agree, undertake, represent and warrant to each of the Joint Bookrunners, the Registrars and the Company that:
8.1.1 the Placee has read and understood this announcement, including this appendix, in its entirety and acknowledges that its participation in the Placing shall be made solely on the terms and subject to the conditions set out in this appendix, the Placing Agreement and the Articles. Such Placee agrees that this appendix and the terms and conditions contained herein and the contract note issued by the Joint Bookrunners to such Placee represents the whole and only agreement between the Placee, the Joint Bookrunners and the Company in relation to the Placee's participation in the Placing and supersedes any previous agreement between any of such parties in relation to such participation. Accordingly, all other terms, conditions, representations, warranties and other statements which would otherwise be implied (by law or otherwise) shall not form part of this appendix and the terms and conditions contained herein. Such Placee agrees that none of the Joint Bookrunners nor any of their officers or directors will have any liability for any such other information or representation and irrevocably and unconditionally waives any rights it may have in respect of any such other information or representation;
8.1.2 it has not received a prospectus or other offering document in connection with the Placing and acknowledges that no prospectus or other offering document: (a) is required under the Prospectus Regulation or any other applicable law; and (b) has been or will be prepared in connection with the Placing;
8.1.3 the Placee has the power and authority to subscribe for the Placing Shares under the Placing and to execute and deliver all documents necessary for such subscription;
8.1.4 neither the Joint Bookrunners nor any person affiliated with the Joint Bookrunners or acting on their behalf is responsible for or shall have any liability for any information, representation or statement contained in this announcement or any information previously published by or on behalf of the Company or any member of the Group and will not be liable for any decision by a Placee to participate in the Placing based on any information, representation or statement contained in this announcement or otherwise;
8.1.5 the Placee acknowledges that the Placing Shares will be admitted to the Official List, and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the
8.1.6 the Placee acknowledges that neither of the Joint Bookrunners, nor any person affiliated with the Joint Bookrunners, nor any person acting on their behalf is making any recommendations to it or advising it regarding the suitability or merits of any transaction it may enter into in connection with the Placing, and that participation in the Placing is on the basis that it is not and will not be a client of the Joint Bookrunners for the purposes of the Placing and the Placee acknowledges that neither the Joint Bookrunners, nor any person affiliated with the Joint Bookrunners, nor any person acting on its behalf has any duties or responsibilities to the Placee for providing the protections afforded to its clients or for providing advice in relation to the Placing or in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or for the exercise or performance of any of the Joint Bookrunners' rights and obligations thereunder, including any right to waive or vary any condition or exercise any termination right contained therein;
8.1.7 (i) it has knowledge and experience in financial, business and international investment matters and is required to evaluate the merits and risks of subscribing for the Placing Shares; (ii) it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain a complete loss in connection with the Placing; and (iii) it has relied upon its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved and has satisfied itself concerning the relevant tax, legal, currency and other economic consideration relevant to its subscription for Placing Shares;
8.1.8 the Placee has not relied on the Joint Bookrunners or any person affiliated with the Joint Bookrunners in connection with any investigation of the accuracy of any information contained in this announcement or its investment decision and the Placee has relied on its own investigation with respect to the Placing Shares and the Company in connection with its investment decision;
8.1.9 in agreeing to purchase Placing Shares under the Placing, the Placee is relying on this announcement including this appendix issued by the Company in connection with the Placing or any regulatory announcement that may be issued by the Company and not on any other information or representation concerning the Group, the Placing or the Placing Shares;
8.1.10 save in the event of fraud on its part (and to the extent permitted by the rules of the
8.1.11 the Placee has complied with all such laws and such Placee will not infringe any applicable law as a result of such Placee's agreement to purchase Placing Shares under the Placing and/or acceptance thereof or any actions arising from such Placee's rights and obligations under their agreement to purchase Placing Shares under the Placing and/or acceptance thereof or under the Articles;
8.1.12 the Placee has accepted that its application is irrevocable and if for any reason it becomes necessary to adjust the expected timetable as set out in this announcement including this appendix, the Company will make an appropriate announcement to a
8.1.13 to the fullest extent permitted by law, the Placee acknowledges and agrees to the disclaimers contained in this announcement including this appendix and acknowledges and agrees to comply with the selling restrictions set out in this announcement including this appendix;
8.1.14 all actions, conditions and things required to be taken, fulfilled and done (including the obtaining of necessary consents) in order: (i) to enable the Placee to exercise its rights and perform and comply with its obligations to acquire the Placing Shares under the Placing; and (ii) to ensure that those obligations are legally binding and enforceable, have been taken, fulfilled and done. The Placee's exercise of its rights and/or performance under, or compliance with its obligations under, the Placing does not and will not violate: (a) its constitutive documents; or (b) any agreement to which the Placee is a party or which is binding on the Placee or its assets;
8.1.15 the Placing Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of
8.1.16 the Placee and the person(s), if any, for whose account and benefit it is subscribing for the Placing Shares is, and at the time the Placing Shares are acquired will be, either:
(a) located outside of
(b) if specifically agreed with the Company and the Joint Bookrunners, located within
(i) is a QIB that is acquiring the Placing Shares in a transaction that is exempt from the registration requirements under the Securities Act for its own account (or for the account of a QIB as to which it has sole investment discretion);
(ii) is not (unless otherwise agreed by the Company) an ERISA Entity; and
(iii) has duly executed an investor letter in a form provided to it and delivered the same to Peel Hunt and/or Numis or their respective affiliates;
8.1.17 it understands and acknowledges that, under
8.1.18 it is not acquiring Placing Shares as a result of any "directed selling efforts" as defined in Regulation S or as a result of any form of "general solicitation" or "general advertising" (within the meaning of Rule 502(c) of Regulation D of the Securities Act);
8.1.19 it is acquiring the Placing Shares for investment purposes and is not acquiring the Placing Shares with a view to, or for offer or sale in connection with, any distribution thereof (within the meaning of the Securities Act) that would be in violation of the securities laws of
8.1.20 it acknowledges that any Placing Shares offered and sold in
8.1.21 if it is acquiring the Placing Shares for the account of one or more other persons, it has full power and authority to make the representations, warranties, agreements and acknowledgements herein on behalf of each such account;
8.1.22 the Company, and any registrar or other agent of the Company, will not be required to accept the registration of transfer of any Placing Shares acquired by the Placee, except upon presentation of evidence satisfactory to the Company that the foregoing restrictions on transfer set out in this announcement, including this appendix, have been complied with;
8.1.23 the Placee is not a resident of the Excluded Territories and acknowledges that the Placing Shares have not been and will not be registered nor will a prospectus be prepared in respect of the Placing Shares under the securities legislation of the Excluded Territories and, subject to certain exceptions, may not be offered or sold, directly or indirectly, in or into those jurisdictions;
8.1.24 if the Placee is in
8.1.25 it understands, and each account it represents has been advised that, (i) any offer and sale of the Placing Shares in
8.1.26 if it is a Placee resident in
(a) is (i) either a "sophisticated investor" within the meaning of Section 708(8) of the Corporations Act 2001 of the
(b) understands, and each account it represents has been advised that: (i) no offer of securities may be made in
(i) does not constitute an offer of securities for sale in
(ii) does not and is not required to contain all the information which would be required under the Corporations Act to be included in such a Disclosure Document; and
(iii) has not been lodged with the
(iv) does not constitute financial product advice in relation to the Placing and nothing in the documentation should be taken to constitute a recommendation or statement of opinion that is intended to influence you in making a decision to participate in the offer; and
(v) does not constitute a Product Disclosure Statement (nor has a Product Disclosure Statement been or will be issued in relation to this offer) and no cooling-off regime applies to the financial products offered pursuant to this announcement or any accompanying documentation;
(c) acknowledges and agrees that any securities acquired pursuant to this announcement are not, within 12 months of acquisition of the securities, able to be offered, transferred, assigned or otherwise alienated to investors in
8.1.27 in the case of a person who confirms to the Joint Bookrunners on behalf of a Placee an agreement to purchase Placing Shares under the Placing and/or who authorises the Joint Bookrunners to notify such Placee's name to the Registrars, that person represents and warrants that he has authority to do so on behalf of the Placee;
8.1.28 the Placee has complied with its obligations under the Criminal Justice Act 1993, MAR, Section 118 of FSMA and in connection with money laundering and terrorist financing under the Criminal Justice Act 1993, the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Anti-Terrorism Crime and Security Act 2001, and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (the "Regulations") and undertakes to provide satisfactory evidence of its identity within such reasonable time (in each case to be determined in the absolute discretion of the Joint Bookrunners) to ensure compliance with the Regulations and that if it is making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;
8.1.29 the Placee is not, and is not applying as nominee or agent for, a person to whom the issue would give rise to a liability under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depository receipts and clearance services) and that the Placing Shares are not being acquired in connection with arrangements to issue depository receipts or to issue or transfer Placing Shares into a clearing system;
8.1.30 if the Placee is a resident in the European Economic Area ("EEA"), it is a "qualified investor" within the meaning of Article 2(e) of the Prospectus Regulation;
8.1.31 the Placee has not offered or sold and will not offer or sell any Placing Shares to persons in the
8.1.32 if the Placee is in the
8.1.33 if the Placee is in the EEA, the person is a "Professional Client/Eligible Counterparty" within the meaning of Annex II/Article 24 (2) of MiFID and is not participating in the Placing on behalf of persons in the EEA other than professional clients or persons in the
8.1.34 in the case of any Placing Shares acquired by the Placee as a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation: (A) the Placing Shares acquired by the Placee in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their placing or resale to, persons in any relevant member state other than qualified Placees, as that term is defined in the Prospectus Regulation, or in other circumstances falling within Article 5(1) of the Prospectus Regulation and the prior consent of the Joint Bookrunners has been given to the placing or resale; or (B) where Placing Shares have been acquired by the Placee on behalf of persons in any relevant Member State other than qualified Placees, the Placing of those Placing Shares to it is not treated under the Prospectus Regulation as having been made to such persons;
8.1.35 the Placee has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21(1) of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;
8.1.36 the exercise by the Joint Bookrunners of any rights or discretions under the Placing Agreement shall be within their absolute discretion and the Joint Bookrunners need not have any reference to any Placee and shall have no liability to any Placee whatsoever in connection with any decision to exercise or not to exercise any such right and each Placee agrees that it shall have no rights against the Joint Bookrunners or their directors or employees under the Placing Agreement;
8.1.37 the Placee acknowledges that any money held in an account with the Joint Bookrunners on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the
8.1.38 the Placee is liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest fines or penalties relating thereto) payable outside the
8.1.39 the Placee irrevocably appoints any director of the Company, Numis or Peel Hunt as its agent for the purposes of executing and delivering to the Company and/or the Registrar any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing and otherwise to do all acts, matters and things as may be necessary for, or incidental to, its acquisition of any Placing Shares in the event of its failure so to do;
8.1.40 Numis and/or Peel Hunt may, in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the Placing Shares and/or related instruments for their own account for the purpose of hedging their underwriting exposure or otherwise and, except as required by applicable law or regulation, Numis and/or Peel Hunt will not make any public disclosure in relation to such transactions;
8.1.41 Peel Hunt and/or Numis and each of their respective affiliates, each acting as a Placee for its or their own account(s), may bid or subscribe for and/or purchase Placing Shares and, in that capacity, may retain, purchase, place to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in this announcement including in this appendix to the Placing Shares being issued, subscribed, acquired or otherwise dealt with should be read as including any issue, subscription, acquisition or dealing by Peel Hunt, Numis and/or any of their respective affiliates, acting as a Placee for its or their own account(s). Neither Numis, Peel Hunt nor the Company intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so; and
8.1.42 if the Placee has received any inside information (as defined in MAR) about the Company in advance of the Placing, it has not: (a) dealt in the securities of the
8.2 The Placee acknowledges and understands that the Company and the Joint Bookrunners will rely upon the truth and accuracy of the foregoing representations, warranties, agreements, acknowledgements and undertakings.
8.3 The Placee indemnifies on an after-tax basis and agrees to hold harmless the Joint Bookrunners and each person affiliated with the Joint Bookrunners and any person acting on their behalf in respect of any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings set out in this appendix and further agrees that the provisions of this appendix shall survive after completion of the Placing.
9.1 The rights and remedies of the Joint Bookrunners, the Registrars and the Company under this appendix and the terms and conditions contained herein are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.
9.2 On application, each Placee may be asked to disclose, in writing or orally to the Joint Bookrunners:
9.2.1 if he is an individual, his nationality; or
9.2.2 if he is a discretionary fund manager, the jurisdiction in which the funds are managed or owned.
9.3 All documents will be sent at the Placee's risk. They may be sent by post to such Placee at an address notified to the Joint Bookrunners.
9.4 The provisions of these terms and conditions of the Placing may be waived, varied or modified as regards specific Placees or on a general basis by the Joint Bookrunners.
9.5 The contract to subscribe for Placing Shares and the appointments and authorities mentioned herein will be governed by, and construed in accordance with, the laws of
9.6 In the case of a joint agreement to subscribe for Placing Shares, references to a "Placee" in these terms and conditions are to each of such Placees and such joint Placees' liability is joint and several.
9.7 In addition to the provisions of paragraph 5 of this appendix, the Joint Bookrunners and the Company each expressly reserve the right to modify the Placing (including, without limitation, its timetable and settlement) at any time before allocations of Placing Shares under the Placing are determined.
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
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