TIDMAGR
RNS Number : 1045A
Assura Group Limited
17 December 2014
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION OR OFFER TO
SELL OR THE SOLICITATION OF AN INVITATION OR OFFER TO BUY ANY
SECURITY. NONE OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT
SHALL BE SOLD, ISSUED, SUBSCRIBED FOR, PURCHASED, EXCHANGED OR
TRANSFERRED IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE
LAW
17 December 2014
Assura Group Limited
New Corporate Structure, Posting of Shareholder Circular and
Notice of Meetings
On 16 December 2015, Assura Group Limited ("Assura") announced
proposals to change the Assura Group's ("Group") corporate
structure by establishing Assura plc, a new English-incorporated
parent company, at the head of the Group.
Posting of circular
Assura confirms that it is today posting a circular to
shareholders setting out further details in relation to these
proposals ("Circular"). Save where stated to the contrary, terms
defined in the Circular shall have the same meanings in this
announcement.
It is proposed to put in place Assura plc as a new parent
company for the Group which will be incorporated in the UK and
(like Assura Group Limited) be tax resident in the UK. It is
intended that this new corporate structure will be implemented by
way of a scheme of arrangement under Part VIII of the Companies
(Guernsey) Law, 2008, as amended (the "Scheme"). The Scheme will be
conditional on a number of matters, including shareholder approvals
at a meeting convened by the Royal Court of Guernsey ("Court
Meeting") and a separate extraordinary general meeting of Assura
Group Limited ("Extraordinary General Meeting"), and Admission of
Assura plc shares to the Official List and to trading on the London
Stock Exchange.
These meetings will be held at 10.45 a.m. and 11.00 a.m.
respectively on 14 January 2015 at the offices of Addleshaw Goddard
LLP, Milton Gate, 60 Chiswell Street, London, EC1Y 4AG. The notices
convening the Court Meeting and the Extraordinary General Meeting
are set out in the Circular.
The circular will be made available on the Company's website
(www.assuragroup.co.uk) today and will also be submitted to the
National Storage Mechanism and will shortly be available for
inspection at www.morningstar.co.uk/uk/NSM.
For more information, please contact:
Assura Group Limited Tel: 01925 420660
Jonathan Murphy
Carolyn Jones
Finsbury Tel: 0207 251 3801
Gordon Simpson
Key features of the Scheme
In summary, it is intended that the following will occur under
the Scheme:
-- all shares in Assura Group Limited will be transferred to Assura plc; and
-- Assura shareholders at the Scheme record time will receive
one Assura plc share for each share in Assura Group Limited
transferred under the Scheme.
The Scheme will require the approval of Assura Shareholders at
the Court Meeting and at the Extraordinary General Meeting. If the
Scheme is approved by the requisite majority at the Court Meeting
and the resolutions are passed at the Extraordinary General
Meeting, an application will be made to the Court to sanction the
Scheme at the Court Hearing. If the Scheme is sanctioned at the
Court Hearing, it is expected that the Court Order will be
conditional upon:
-- the formal processes having been put in place to delist the
Assura Group Limited shares and to approve the application to admit
(subject to the allotment of the Assura plc shares and the
satisfaction of the other conditions to the Scheme, save to the
extent such conditions are already satisfied) the Assura plc shares
to be issued in connection with the Scheme to the Premium segment
of the Official List with a premium listing (including a listing
hearing having been held); and
-- the FCA and London Stock Exchange having agreed to admit the
Assura plc shares to be issued in connection with the Scheme to the
Premium segment of the Official List and to trading on the London
Stock Exchange's main market for listed securities, and its
agreement not being withdrawn prior to the effective date of the
Scheme.
If the Scheme is sanctioned by the Court, and the other
conditions to the Scheme are satisfied or waived, the Scheme is
expected to become effective, and dealings in Assura plc Shares to
be issued pursuant to the Scheme are expected to commence, at 8.00
am on 28 January 2015, the anticipated effective date.
If the Scheme has not become effective by 31 March 2015 (or such
later date as Assura and Assura plc may agree and the Court may
allow), it will lapse, in which event there will not be a new
parent company of Assura Group Limited, Assura shareholders will
remain shareholders of Assura and the existing Assura Shares will
continue to be listed on the Official List and to trading on the
London Stock Exchange's main market for listed securities.
Upon the Scheme becoming effective, certificates for Assura
Group Limited Shares held in certificated form will cease to be
valid. Upon receipt of share certificates for Assura plc shares,
shareholders should destroy all existing certificates for their
Assura Group Limited shares.
Assura Employee Share Plans
It is intended that subsisting awards under the Assura Group
Limited Executive Recruitment Plan ("ERP") and Assura Group Limited
Value Creation Plan ("VCP") will be exchanged for new awards which
subsist over Assura plc shares but which are otherwise equivalent
in all other respects with the existing awards under the ERP and
VCP.
No new awards will be granted under the ERP, VCP or Assura Group
Limited Sharesave Plan 2008 after the Scheme.
Prospectus
A Prospectus relating to Assura plc, the Group and admission to
trading of Assura plc shares, which will contain prescribed
information relating to Assura plc, is expected to be made
available on or about 23 January 2015 and in electronic form on the
Group's website (www.assuragroup.co.uk) on or around 23 January
2015 after it has been filed with the Financial Conduct Authority
in accordance with the Prospectus Rules
Expected Timetable of Principal Events (1) (2)
Posting of Scheme Circular 17 December 2014
Latest time for lodging Forms of 10.45 a.m. on 12 January
Proxy for the Court Meeting (blue 2014
form)
Latest time for lodging Forms of 11.00 a.m. on 12 January
Proxy for the Extraordinary General 2015
Meeting (purple form)
Scheme Voting Record Time for the 5.00 p.m. on 12 January 2015
Court Meeting (3)
Scheme Voting Record Time for the 5.00 p.m. on 12 January 2015
Extraordinary General Meeting for (4)
holders of shares in Assura Group
Limited in uncertificated form
Court Meeting 10.45 a.m. on 14 January
2015
Scheme Voting Record Time for the the time of the vote at the
Extraordinary General Meeting for Extraordinary General Meeting
holders of shares in Assura Group (5)
Limited in certificated form
Extraordinary General Meeting 11.00 a.m. on 14 January
2015 (6)
Expected date of publication of the 23 January 2015
Prospectus by Assura plc
Last day of dealings in, and for 27 January 2015
registration of transfers of, shares
in Assura Group Limited
Scheme Record Time 6.00 p.m. on 27 January 2015
Court Hearing to sanction the Scheme 27 January 2015
Scheme Effective Date 28 January 2015
Cancellation of listing of shares 8.00 a.m. on 28 January 2015
in Assura Group Limited
Admission and commencement of dealings 8.00 a.m. on 28 January 2015
in Assura plc Shares
Crediting of Assura plc Shares to 8.00 a.m. on 28 January 2015
CREST accounts
Share certificates for Assura plc within 7 days of Admission
Shares expected to be despatched
NOTES
(1) Each of the times and dates in the table above is indicative
only and may be subject to change. Final dates and times will
depend on, amongst other things, the date upon which the Court
sanctions the Scheme.
(2) References to times in this document are to London time.
(3) If the Court Meeting is adjourned, the Scheme Voting Record
Time for the adjourned Court Meeting will be 5.00 p.m. on the day
which is two days before the date for holdng the adjourned
meeting.
(3) If the Extraordinary General Meeting is adjourned, the
Scheme Voting Record Time for the adjourned Extraordinary General
Meeting for holders of Assura Shares in uncertificated form will be
5.00 p.m. on the day which is two days before the date for holdng
the adjourned meeting.
(4) The Assura Articles do not permit a Scheme Voting Record
Time to be set in advance of the vote at the Extraordinary General
Meeting for holders of Assura Shares in certificated form . If the
Extraordinary General Meeting is adjourned, the Scheme Voting
Record Time for the adjourned Extraordinary General Meeting for
holders of Assura Shares in certificated form will the time of the
vote at the adjourned meeting.
(6) Or as soon thereafter as the Court Meeting has been
concluded or adjourned.
This announcement may contain certain forward-looking
statements. These forward looking statements include all matters
that are not historical facts. These forward looking statements
involve risks and uncertainties that could cause the actual results
of operations, financial condition, prospects and the development
of the sector in which Assura operates to differ materially from
the impression created by these forward-looking statements. Assura
does not undertake any obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise. Do not place undue reliance on
forward-looking statements, which speak only as of the date of this
document.
Notes to Editors
Assura is a long-term investor in and developer of primary care
property. The company, headquartered in Warrington and listed on
the London Stock Exchange, works with GPs, health professionals and
the NHS to create innovative property solutions in order to
facilitate delivery of high quality patient care in the community.
At 30 September 2014, Assura's property portfolio was valued at
GBP809m.
Further information is available at www.assuragroup.co.uk.
-Ends-
This information is provided by RNS
The company news service from the London Stock Exchange
END
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