TIDMAGR
RNS Number : 7378W
Assura PLC
16 November 2017
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF
AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR
ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A
PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL
CONSTITUTE AN OFFERING OF NEW ORDINARY SHARES. ANY DECISION TO
PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE
DISPOSE OF ANY NEW ORDINARY SHARES MUST BE MADE ONLY ON THE BASIS
OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO
THE PROSPECTUS.
16 November 2017
ASSURA PLC
("Assura" or the "Company")
Publication of Prospectus
Further to the announcement earlier today relating to the
proposed Firm Placing, Placing and Open Offer and Offer for
Subscription (the "Capital Raise Announcement"), the Company is
pleased to announce that the Prospectus has been approved by the UK
Listing Authority and has been published.
Defined terms in this announcement shall have the meaning
ascribed to them in the Capital Raise Announcement unless otherwise
specified.
The Prospectus will be posted to Shareholders today and has also
been submitted to the National Storage Mechanism where it will
shortly be available for inspection on at
www.morningstar.co.uk/uk/NSM. In addition, the Prospectus will
shortly be available to view on the website of the Company,
www.assuraplc.com, and copies of the Prospectus will be made
available at the Company's head office at The Brew House, Greenalls
Avenue, Warrington WA4 6HL.
For more information, please contact:
+44 1925
Assura plc 420660
Jonathan Murphy
Jayne Cottam
Orla Ball
Stifel Nicolaus Europe +44 20 7710
Limited 7600
Mark Young
Stewart Wallace
Tom Yeadon
+44 207 742
J.P. Morgan Cazenove 4000
Bronson Albery
Barry Meyers
IMPORTANT NOTICE
Shareholders should note that the Open Offer is not a rights
issue. Qualifying CREST Shareholders should note that the Open
Offer Entitlements will not be tradeable or listed and that,
although the Open Offer Entitlements will be admitted to CREST and
be enabled for settlement, applications in respect of entitlements
under the Open Offer may only be made by the Qualifying Shareholder
originally entitled or by a person entitled by virtue of a bona
fide market claim raised by Euroclear's Claims Processing Unit.
Qualifying Non-CREST Shareholders should note that the Application
Form is not a negotiable document and cannot be traded.
Qualifying Shareholders should be aware that in the Open Offer,
unlike in a rights issue, any Open Offer Shares not applied for
will not be sold in the market or placed for the benefit of
Qualifying Shareholders who do not apply under the Open Offer, but
will be subscribed for under the Placing with the net proceeds
retained for the benefit of the Company and Qualifying Shareholders
who do not apply to take up their Open Offer Entitlements will have
no rights under the Open Offer to receive any proceeds from it.
This announcement is not a prospectus but an advertisement and
investors should not make any decision to purchase, subscribe for,
otherwise acquire, sell or otherwise dispose of any New Ordinary
Shares referred to in this announcement except on the basis of the
information contained in the Prospectus published by Assura in
connection with the Share Issue.
Copies of the Prospectus will be available from the registered
office of Assura and on Assura's website at www.assuraplc.com. The
Prospectus is not, subject to certain exceptions, available
(through the website or otherwise) to Shareholders and prospective
investors in the United States, Australia, Canada, Japan and the
Republic of South Africa. Neither the content of Assura's website
nor any website accessible by hyperlinks on Assura's website is
incorporated in, or forms part of, this announcement. The
Prospectus provides further details of the New Ordinary Shares
being offered pursuant to the Share Issue.
This announcement does not contain or constitute an offer to
sell or the solicitation of an offer to purchase securities to any
person with a registered address in, or who is resident in, any
Excluded Territory or in any jurisdiction in which such an offer or
solicitation is unlawful. None of the securities referred to herein
have been or will be registered under the relevant laws of any
state, province or territory in any Excluded Territory. Subject to
certain limited exceptions, none of these materials will be
released, published, distributed or forwarded in or into any
Excluded Territory.
This announcement does not contain or constitute an offer for
sale or the solicitation of an offer to purchase securities in the
United States. The New Ordinary Shares have not been and will not
be registered under the Securities Act or under any securities laws
of any state or other jurisdiction of the United States and may not
be offered, sold, taken up, exercised, resold, renounced,
transferred or delivered, directly or indirectly, within the United
States except pursuant to an applicable exemption from or in a
transaction not subject to the registration requirements of the
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 the New Ordinary Shares in the United
States.
This announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer or
invitation to purchase or subscribe for, or any solicitation to
purchase or subscribe for, any securities in any jurisdiction. No
offer or invitation to purchase or subscribe for, or any
solicitation to purchase or subscribe for, any securities will be
made in any jurisdiction in which such an offer or solicitation is
unlawful. The information contained in this announcement is not for
release, publication or distribution to persons in the United
States or any other Excluded Territory, and should not be
distributed, forwarded to or transmitted in or into any
jurisdiction, where to do so might constitute a violation of local
securities laws or regulations.
This announcement has been prepared in accordance with English
law, the EU Market Abuse Regulation and the Disclosure Guidance and
Transparency Rules of the Financial Conduct Authority and
information disclosed may not be the same as that which would have
been prepared in accordance with the laws of jurisdictions outside
England.
The distribution of this announcement into jurisdictions other
than the United Kingdom may be restricted by law, and, therefore,
persons into whose possession this announcement comes should inform
themselves about and observe any such restrictions. Any failure to
comply with any such restrictions may constitute a violation of the
securities laws of such jurisdiction. In particular, subject to
certain exceptions, this announcement, the Prospectus (once
published) and the Application Forms should not be distributed,
forwarded to or transmitted in or into the United States or any
other Excluded Territory.
Recipients of this announcement and/or the Prospectus should
conduct their own investigation, evaluation and analysis of the
business, data and property described in this announcement and/or
the Prospectus. This announcement does not constitute a
recommendation concerning any investor's options with respect to
the Share Issue. The price and value of securities can go down as
well as up. Past performance is not a guide to future performance.
The contents of this announcement are not to be construed as legal,
business, financial or tax advice. Each investor or prospective
investor should consult his, her or its own legal adviser, business
adviser, financial adviser or tax adviser for legal, financial,
business or tax advice.
Notice to all investors
Stifel Nicolaus Europe Limited ("Stifel") is authorised and
regulated in the United Kingdom by the FCA. J.P. Morgan Securities
plc (which conducts its UK investment banking services as "J.P.
Morgan Cazenove") is authorised by the PRA and regulated in the
United Kingdom by the FCA and the PRA. Stifel and J.P. Morgan
Cazenove are each acting exclusively for the Company in connection
with the Share Issue. Neither Stifel nor J.P. Morgan Cazenove will
regard any other person (whether or not a recipient of this
announcement) as a client in relation to the Share Issue and will
not be responsible to anyone other than the Company for providing
the protections afforded to their respective clients or for
providing advice in relation to Share Issue or any transaction,
matter or arrangement described in this announcement. Apart from
the responsibilities and liabilities, if any, which may be imposed
upon Stifel and J.P. Morgan Cazenove by FSMA or the regulatory
regime established thereunder, none of Stifel, J. P. Morgan
Cazenove nor any of their respective affiliates directors,
officers, employees, agents or advisers accepts any responsibility
whatsoever, and no representation or warranty, express or implied,
is made or purported to be made by any of them, or on their behalf,
for or in respect of the contents of this announcement, including
its accuracy, completeness, verification or sufficiency, or
concerning any other document or statement made or purported to be
made by it, or on its behalf, in connection with the Company, the
New Ordinary Shares, the Share Issue, and nothing in this
announcement is, or shall be relied upon as, a warranty or
representation in this respect, whether as to the past or future.
Each of Stifel, J.P. Morgan Cazenove and each of their respective
affiliates directors, officers, employees, agents and advisers
disclaim, to the fullest extent permitted by law, all and any
liability whether arising in tort, contract or otherwise which
they
might otherwise be found to have in respect of this announcement
or any such statement.
No person has been authorised to give any information or to make
any representations other than those contained in this announcement
and the Prospectus and, if given or made, such information or
representations must not be relied on as having been authorised by
Assura or Stifel or J.P. Morgan Cazenove. Subject to the Listing
Rules, the Prospectus Rules and the Disclosure Guidance and
Transparency Rules of the FCA, the issue of this announcement shall
not, in any circumstances, create any implication that there has
been no change in the affairs of Assura since the date of this
announcement or that the information in it is correct as at any
subsequent date.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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