Primary Health Properties PLC

Share Issue/Capital Change • Sep 24, 2019

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RNS Number : 5048N

Primary Health Properties PLC

24 September 2019

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, CANADA, AUSTRALIA, JAPAN, NEW ZEALAND OR 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 78,125,000 new ordinary shares 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 128 pence per Placing Share, with existing and new institutional investors, raising gross proceeds of approximately £100 million. The placing price of 128 pence per Placing Share represents a discount of 4.3 per cent to the intra-day price at 9:31 am (being the time the placing price was agreed). The net placing price of approximately 125 pence per Placing Share to be received by the Company after expenses directly attributable to the Placing represents a discount of approximately 6.4 per cent to that intra-day price.

The Placing Shares represent approximately 6.9 per cent of the issued ordinary share capital of the Company prior to the Placing.

Harry Hyman, Managing Director of PHP said:

"The Board is delighted to have received the support of shareholders for this fundraising.  The capital raised will be used to fund the development and acquisition of properties currently on-site under development, or which the Board has agreed in principle to forward fund. The Placing will also strengthen the Company's balance sheet and reduce gearing in the near term.  The Company has a strong pipeline of opportunities that it is pursuing that together with the improved terms we recently secured in the debt markets and a proportionately reducing cost base will enhance earnings and enable dividend cover to be maintained."

Certain Directors and persons closely associated with Directors of the Company have participated in the Placing. Details of such subscriptions in the Placing are as follows:

Director	Number of Shares held prior to the Placing(1)	Number of Shares subscribed for in the Placing	Number of Shares held after to the Placing(1)
Harry Hyman	12,845,359(2)	39,062	12,884,421
Richard Howell	155,523	15,000	170,523
Peter Cole	50,000	25,000	75,000
Stephen Kell	14,478	7,812	22,290
Ian Krieger	81,481	20,000	101,481
Steven Owen	75,441	7,812(3)	83,253

Notes:

(1)      Includes Shares held by connected parties and persons closely associated with each Director of the Company.

(2)      Includes 12,330,000 Shares held by Nexus Group Holdings Limited.

(3)      Subscription of 7,812 Shares in the Placing made by Siân Owen, wife of Steven Owen.

The Company shortly will also be making a notification and public disclosure of transactions by the Directors and persons discharging managerial responsibilities and persons closely associated with them in accordance with the requirements of the EU Market Abuse Regulation giving more details of the above dealings.

Application has been made to the Financial Conduct Authority for admission of the Placing Shares to the premium listing segment of the Official List maintained by the UK Listing Authority and to the 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 26 September 2019 (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.

Following Admission, the total issued share capital of PHP will be 1,214,413,474 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, 24 September 2019.

For further information contact:

Primary Health Properties PLC Harry Hyman, Managing Director Richard Howell, Finance Director	020 7451 7050
Buchanan 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 / Harry Nicholas	020 7418 8900

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 United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

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