Assura Group Limited Results of Shareholder Meetings (1592C)
January 14 2015 - 7:42AM
UK Regulatory
TIDMAGR
RNS Number : 1592C
Assura Group Limited
14 January 2015
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
14 January 2015
Assura Group Limited
Results of Shareholder Meetings
The Board of Assura Group Limited ("Assura") is pleased to
announce that, at the Court Meeting and Extraordinary General
Meeting held earlier today in connection with the proposals to
change the Assura Group's corporate structure by inserting a new
English-incorporated parent company at the head of the Assura
Group, all of the resolutions proposed were approved by the
requisite majorities of shareholders.
The voting results in relation to the Meetings are summarised
below.
Court Meeting
At the Court Meeting, a majority in number of Scheme
Shareholders who voted (either in person or by proxy) representing
approximately 100.0 per cent. by value of those Scheme Shares
voted, voted in favour of the resolution to approve the Scheme. The
resolution proposed at the Court Meeting was decided on a poll.
Details of the votes cast were as follows:
Number of Percentage Number of Scheme Percentage of
Scheme Shares of Scheme Shareholders Scheme Shareholders
voted Shares voted who voted voting (%)
(%)
FOR 778,131,330 100.0 142 98.6
AGAINST 13,696 0.0 2 1.4
Accordingly, the resolution proposed at the Court Meeting was
duly passed by the requisite majority.
Extraordinary General Meeting
At the Extraordinary General Meeting, the special resolutions to
(1) approve the Scheme and provide for its implementation
(Resolution 1) and (2) approve that a general meeting of Assura
plc, other than an annual general meeting, may be called on not
less than 14 clear days' notice (Resolution 2) were approved on a
poll. Details of the votes cast were as follows:
Number of shares voted Percentage of shares
voted (%)
Resolution 1
FOR 780,896,525 99.95
AGAINST 388,696 0.05
WITHHELD 691,530 -
Resolution 2
FOR 769,931,009 98.46
AGAINST 12,043,242 1.54
WITHHELD 2,500 -
Next steps
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 delisting of the Assura Group Limited shares and the
admission of the Assura plc shares to be issued in connection with
the Scheme to the premium listing segment of the Official List, and
to trading on the London Stock Exchange's main market for listed
securities.
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 Group Limited and the existing Assura
Shares will continue to be listed on the premium listing segment of
the Official List and to be traded on the London Stock Exchange's
main market for listed securities.
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.
Capitalised terms, unless otherwise defined in this
announcement, have the meaning given to them in the Circular
published on 17 December 2014.
A copy of this announcement will be made available on the
Company's website (www.assuragroup.co.uk).
For more information, please contact:
Assura Group Limited Tel: 01925 420660
Jonathan Murphy
Carolyn Jones
Finsbury Tel: 0207 251 3801
Gordon Simpson
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
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