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, AUSTRALIA, CANADA, JAPAN, 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 96,555,000 new ordinary shares of 12.5 pence each 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 145 pence per Placing Share, with existing and new institutional investors, raising gross proceeds of approximately £140 million. The placing was upsized from approximately £120 million due to strong investor demand. The placing price of 145 pence per Placing Share represents a discount of 1.9 per cent to the intra-day price at 10.25 am (being the time the placing price was agreed).
The Placing Shares represent approximately 7.9 per cent of the issued ordinary share capital of the Company prior to the Placing.
Harry Hyman, Managing Director of PHP said:
"On behalf of the Board I would like to thank all of our new and existing shareholders for their support of PHP. As stated in our trading update this morning, operational and financial performance to date remains strong, and our portfolio continues to demonstrate resilience, and the additional funds raised will help further accelerate our growth by funding near-term portfolio expansion, forward funded developments and asset management projects. Now more so than ever, there is a significant need for modern, purpose built primary healthcare facilities and the Group has a strong pipeline of opportunities ahead, which together with our strategic capital management, will deliver further earnings growth with reliable dividends to our shareholders as we move forwards with confidence."
Application has been made to the Financial Conduct Authority (the "FCA") for admission of the Placing Shares to the premium listing segment of the Official List maintained by the FCA and to 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 13 July 2020 (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, other than the dividend declared on 25 June 2020 and payable on 21 August 2020 to shareholders on the register on 3 July 2020.
Following Admission, the total issued share capital of PHP will be 1,314,227,950 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, 9 July 2020.
For further information contact:
Primary Health Properties PLC
Harry Hyman, Managing Director
Richard Howell, Finance Director
020 7451 7050
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 / Carl Gough / Harry Nicholas
020 7418 8900
Legal Entity Identifier of the Company is: 213800Y5CJHXOATK7X11. The person responsible for arranging the release of this information is Nexus Management Services Limited, Company Secretary to the Company.
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 the United States, Canada, Australia, Japan or the Republic of South Africa or in any jurisdiction where to do so would breach any applicable law. The Placing Shares have not been and will not be registered under the securities laws of such jurisdictions and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within such jurisdictions except pursuant to an exemption from and in compliance with any applicable securities laws. No public offer of the Placing Shares is being made by virtue of this announcement in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction outside the United Kingdom in which such offer would be unlawful. 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 United Kingdom.
This announcement does not constitute an offer of securities for sale in the United States. The Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act"), or with the securities regulatory authority of any state or other jurisdiction of the United States. Subject to certain exceptions, the Placing Shares are being offered only outside of the United States pursuant to Regulation S under the US Securities Act and may not be offered, sold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an exemption from the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of Placing Shares in the United States.
The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.
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.
Numis Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for Primary Health Properties PLC and for no-one else in connection with the Placing and will not be responsible to anyone other than Primary Health Properties PLC for providing the protections afforded to clients of Numis Securities Limited, or for providing advice in relation to the Placing or any matters referred to in this announcement. Numis Securities Limited is not responsible for the contents of this announcement.
Peel Hunt LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for Primary Health Properties PLC and for no-one else in connection with the Placing and will not be responsible to anyone other than Primary Health Properties PLC for providing the protections afforded to clients of Peel Hunt LLP, or for providing advice in relation to the Placing or any matters referred to in this announcement. Peel Hunt LLP is not responsible for the contents of this announcement.
This announcement has been prepared for the purposes of complying with the applicable laws and regulations of the United Kingdom 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 and regulations of any jurisdiction outside of the United Kingdom.
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 30 June 2020. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms 'anticipates', 'believes', 'estimates', 'expects', 'intends', 'may', 'plans', 'projects', 'should' or 'will', or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement and include, but are not limited to, statements regarding the Company's and/or Directors' intentions, beliefs or current expectations concerning, amongst other things, the Group's results of operations, financial position, prospects, growth, strategies and expectations for the primary healthcare market.
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 FCA, the London Stock Exchange or by law (and in particular the Prospectus Regulation Rules, the Disclosure Guidance and Transparency Rules, MAR and the Listing Rules), none of the Company, the Directors, Numis and Peel Hunt undertake any obligation publicly to release the result of any revisions to any forward-looking statements in this announcement that may occur due to any change in the Company's expectations or to reflect events or circumstances after the date of this announcement. Past performance of the Company is not necessarily indicative of future performance. No statement in this announcement is or is intended to be a profit forecast or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.
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.