The Board of Assura plc (LON:AGR) has begun a thorough review of Primary Health Properties plc (LON:PHP) revised share and cash offer for the entirety of Assura’s issued and to-be-issued ordinary share capital. Announced on 13 June 2025, the amended terms of the PHP Offer introduce two key enhancements designed to appeal to Assura shareholders: the potential acceleration of Assura’s third-quarter dividend without any diminution in the overall value of the offer, and the alignment of PHP’s acceptance condition with that of Sana Bidco Limited’s cash offer by lowering the required threshold to more than 50 per cent of voting rights.
These amendments follow PHP’s initial approach and Sana Bidco’s competing bid, underscoring an increasingly competitive takeover landscape for Assura. By matching Sana Bidco’s acceptance condition, PHP has effectively signaled its commitment to securing control with a simple majority, a significant step from its earlier, more stringent threshold. The potential accelerated dividend option further sweetens the deal, offering immediate cash returns to shareholders while preserving the offer’s aggregate consideration.
In conjunction with these revised terms, PHP published its full Offer Document on 13 June 2025, detailing all relevant conditions, procedures, and timelines. The Assura Board, supported by external financial and legal advisers, is conducting extensive due diligence on the PHP Offer as well as engaging in broad shareholder consultations to gauge investor sentiment and priorities.
Consistent with its fiduciary responsibilities, the Board has committed to delivering a formal circular to all Assura shareholders by no later than 27 June 2025 (unless extended with the Takeover Panel’s consent). This circular will articulate the Board’s collective views and recommendation on the PHP Offer in light of competing proposals. In the interim, shareholders have been advised to refrain from taking any action in respect of the PHP Offer until they have had the opportunity to review the forthcoming circular from the Board.
About Assura plc
Assura plc is a UK-based real estate investment trust (REIT) specializing in the ownership, development, and management of primary care medical centres. The company’s portfolio comprises a diversified mix of properties let predominantly to NHS and other healthcare providers, under long-term leases designed to deliver stable, inflation-linked income streams for investors.
