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Secondary Listing of Assura on the Main Board of the Johannesburg Stock Exchange – Pre-Listing Announcement
Assura plc
(Incorporated in England and Wales)
(Company Number: 09349441)
LEI number: 21380026T19N2Y52XF72
LSE Share Code: AGR
JSE Share Code: AHR
ISIN Code: GB00BVGBWW93
("Assura" or the "Company" or the "Group")
SECONDARY LISTING OF ASSURA ON THE MAIN BOARD OF THE JOHANNESBURG STOCK EXCHANGE
– PRE-LISTING ANNOUNCEMENT
Assura, the UK's leading diversified healthcare REIT, is pleased to confirm its intention to complete a fast-track
secondary listing on the Main Board of the JSE Limited ("JSE").
This announcement constitutes the Pre-Listing Announcement required by the JSE.
JSE Fast-Track Listing
The JSE has granted approval to Assura for a secondary listing, by way of the fast-track listing process, of all its
issued ordinary shares, on the Main Board of the JSE by way of introduction, with effect from the commencement
of trading on Thursday, 21 November 2024 ("Listing Date").
The secondary listing on the JSE offers Assura a range of benefits. The Company continues to see opportunities
in providing critical healthcare infrastructure and this secondary listing will provide a new potential pool of capital
to fund the Company's continued growth.
In particular, the listing will enable Assura to:
• broaden the Company's shareholder base with new South African investors;
• give South African investors a local platform to more easily invest in and trade Assura shares;
• increase liquidity for shareholders; and
• diversify the Company's shareholder base and position it for future growth.
The fast-track listing process was introduced in 2014 by the JSE for companies seeking a secondary listing in
South Africa. The process was designed to make it easier for companies already listed on an 'accredited exchange',
such as the London Stock Exchange ("LSE"), to access the South African capital markets in a much shorter
timeframe.
Assura will retain its primary listing on the Main Market of the LSE and shares traded on the JSE will be fully
fungible with those on the LSE.
Interim Results
Assura has today separately announced its results for the six months ended 30 September 2024. This
announcement should be read in conjunction with the results announcement.
The person responsible for releasing the announcements is Orla Ball.
The Pre-Listing Announcement is set out in full below, as required by the JSE, for new companies seeking a fast-
track secondary listing on the Main Board of the JSE.
1. PRE-LISTING ANNOUNCEMENT INTRODUCTION
Assura is a leading United Kingdom ("UK") diversified healthcare property specialist and UK Real Estate
Investment Trust ("REIT") listed on the Main Market of the LSE. The JSE has granted approval to Assura for a
secondary listing, by way of the fast-track listing process contemplated in Section 18 of the JSE Listings
Requirements, of all its issued ordinary shares, being 3,250,608,887 ordinary shares, defined below, on the Main
Board of the JSE by way of introduction with effect from the commencement of trading on the Listing Date.
Assura will have an anticipated market capitalisation of approximately £1.3 billion on the Listing Date.
2. OVERVIEW OF THE COMPANY
Assura is the UK's leading diversified healthcare REIT based in Altrincham, UK, caring for more than 600
healthcare buildings, from which over six million patients are served. A constituent of the FTSE 250 and the
European Public Real Estate Association ("EPRA") indices, as at 30 September 2024, Assura's portfolio was
valued at £3.2 billion and has a strong track record of growing financial returns and dividends for shareholders.
The Group has been operating since 2003, initially listing on the Main Market of the LSE on 21 November 2003.
Its first medical property investments were 19 primary care buildings across the UK.
In subsequent years, the Company went on to open key centres across the UK including Waters Green Medical
Centre in Macclesfield as well as Eagle Bridge Health and Wellbeing Centre in Cheshire. The Company's buildings
support the trend of moving a greater range of services out of hospital into a community setting and recent areas
of strategic expansion have included diagnostic treatment centres for NHS Trusts (NHS is the UK's publicly funded
healthcare system), specialist treatment centres for private providers including Ramsay Healthcare, Genesis
CancerCare and also its first properties in Ireland.
In May 2024, Assura and Universities Superannuation Scheme Limited ("USS") announced a new £250 million
20:80 joint venture to support investment into essential NHS community healthcare buildings, which help to address
the current backlog of patients waiting for care. In August 2024, Assura agreed with Northwest Healthcare
Properties ("Northwest") to acquire its fully operational UK Private Hospital Portfolio comprising 14 assets for a
consideration of £500 million which accelerates the delivery of Assura's broader healthcare strategy.
The Company decided to convert to a UK REIT in 2013 and became a constituent of the FTSE 250 Index in 2015.
The Company has its financial year-end at 31 March. The Company is domiciled in England and Wales with its
registered office at 3 Barrington Road, Altrincham WA14 1GY, UK.
The Company has appointed JSE Investor Services as its transfer secretaries in South Africa with its main place
of business at One Exchange Square, Gwen Lane, Sandown, Sandton 2196. The Company's registrar in the UK
is Link Group with its registered address and primary place of business at 10th Floor, Central Square, 29 Wellington
Street, Leeds, LS1 4DL.
3. PROPERTY PORTFOLIO
Property portfolio as at 30 September 2024:
Number of
properties Total value (£m) Total value (%)
Southern England 256 1,368.3 43
Northern England 188 901.8 29
Midlands, England 109 600.5 19
Scotland, Ireland and Northern Ireland 28 151.1 5
Wales 44 129.6 4
Total 625 3,151.3 100
4. PROSPECTS
Assura has delivered strong financial performance for the six months to 30 September 2024. The Company has a
portfolio of 625 properties with an annualised rent roll of £179.1 million and completed the acquisition of 14 private
hospitals for £500m with day one rental income of £29.4 million. Three developments have been completed with a
total combined spend of £46 million: a GP surgery in Shirley, an ambulance hub at Bury St Edmunds and Assura's
largest in-house development project to date of the Northumbria Health & Care Academy at Cramlington. Assura
recently announced the completion of the disposal of 12 assets for cash proceeds of £25 million, and are currently
on site with five developments with a total cost of £44 million and £27 million remaining to be spent.
The Company continues to see many opportunities in providing critical primary care infrastructure. Its leading
market position, strong and sustainable financial position and pipeline of growth opportunities will allow it to
continue to deliver against its proven strategy.
5. RATIONALE FOR THE SECONDARY LISTING ON THE MAIN BOARD OF THE JSE
The rationale for the secondary listing on the Main Board of the JSE is to:
• broaden the Company's shareholder base with new South African investors;
• give South African investors a local platform to more easily invest in and trade Assura shares;
• increase liquidity for shareholders; and
• diversify the Company's shareholder base and position it for future growth.
6. SECONDARY LISTING ON THE MAIN BOARD OF THE JSE
The Financial Surveillance Department of the South African Reserve Bank has approved the secondary listing of
Assura on the Main Board of the JSE which will be classified as 'domestic'.
The Main Market of the LSE is an 'accredited exchange' as defined in paragraph 18.44 of the JSE Listings
Requirements, and therefore the Company qualifies for the JSE's fast-track listing process. The JSE has granted
Assura a secondary listing, by way of the fast-track listing process, of all its issued ordinary shares on the Main
Board of the JSE in the "Health Care REITs" sub-sector, under the abbreviated name "Assura", JSE Share Code:
AHR and ISIN Code: GB00BVGBWW93 with effect from the commencement of trade on the Listing Date.
Assura is not listed on any other exchange other than those mentioned above.
7. SHARE CAPITAL
As per the Company's 31 October 2024 release on total voting rights, the issued share capital is currently
3,250,608,887 ordinary shares of 10 pence each, with no ordinary shares held in treasury.
On the Listing Date all ordinary shares in issue shall rank pari passu with each other in all respects, including in
respect of voting rights, dividends and other distributions declared after the Listing Date and none will have any
restrictions in relation to transferability.
In terms of the articles of association ("Articles") of the Company, in the event that a shareholder has held ordinary
shares for 12 years and after the Company having made enquiries into the whereabouts of the shareholder cannot
trace the shareholder, the Company may sell those ordinary shares. Should the shareholder come forward within
six years of the ordinary shares having been sold, the Company shall make payment to the shareholder of the
proceeds received, failing which the shareholder will lose all claim to the ordinary shares.
The UK Companies Act 2006 removed the requirement for a company to have an authorised share capital, and
the Articles reflect this. Directors are still limited as to the number of ordinary shares they can allot and issue at any
one time because allotment authority continues to be required under the UK Companies Act 2006.
8. FINANCIAL INFORMATION
All relevant historical financial information of the Company is available on the Company's website (Reports and
Presentations (https://www.assuraplc.com/investor-relations/reports-and-presentations)).
Set out below are the basic, diluted, adjusted and headline earnings per ordinary share of Assura for the six months
ended 30 September 2024:
Six months
Six months ended Year ended 31 Year ended
ended 30 Sep
30 Sep 2024 2023 Mar 2024 31 Mar 2023
£m £m £m £m
Profit/(loss)/profit for the period – IFRS 1 basis 77.1 (17.8) (28.8) (119.2)
Adjustments for Headline 3 & EPRA 2 earnings:
Revaluation (gains)/deficit (25.4) 68.6 131.5 215.3
Share of revaluation losses from investments 0.9 0.1 0.5 0.8
Loss/(gain) on sale of property 0.1 (0.1) (1.0) (0.1)
Refinancing fees - - 0.1 -
Headline 3 earnings & EPRA 2 earnings 52.7 50.8 102.3 96.8
IFRS EPS – basic & diluted1 2.5p (0.6)p (1.0)p (4.0)p
Headline earnings per share – basic &
diluted 3 1.7p 1.7p 3.4p 3.3p
EPRA EPS – basic & diluted 2 1.7p 1.7p 3.4p 3.3p
Notes:
1. Prepared in accordance with UK-adopted international financial reporting standards ("IFRS").
2. EPRA earnings is a non-IFRS performance measure determined in accordance with the Best Practices
Recommendations of the European Public Real Estate Association dated February 2022. EPRA
measures are used to aid comparability between real estate companies. These are used by the Board for
internal performance analysis and incentive compensation arrangements for employees. They are not
intended to be a substitute for, or superior to, GAAP measures.
3. Headline earnings, as defined and calculated in accordance with the circular titled Headline Earnings
issued by South African Institute of Chartered Accountants, as amended from time to time, is equivalent
to EPRA earnings.
9. ASSURA DIRECTORS
The full names and capacities of the Directors are provided below:
Full name Capacity Status
Ed Smith, CBE Non-Executive Chairman Non-Independent*
Jonathan Murphy Chief Executive Officer Non-Independent
Jayne Cottam Chief Financial Officer Non-Independent
Jonathan Davies Senior Non-Executive Director Independent
Emma Cariaga Non-Executive Director Independent
Louise Fowler Non-Executive Director Independent
Noel Gordon Non-Executive Director Independent
Dr Sam Barrell, CBE Non-Executive Director Independent
*Independent upon appointment, but deemed non-independent following his appointment.
10. MAJOR SHAREHOLDERS
The following shareholders, directly or indirectly, beneficially hold more than 5% of the issued ordinary share capital
of the Company:
% of the issued ordinary
Shareholder Number of ordinary shares
share capital
BlackRock, Inc. 324,901,633 9.98%
NWI Thames Acquisition LP 245,298,262 7.58%
Schroders Plc 161,845,569 5.47%
CCLA Investment Management Ltd 153,158,044 5.13%
Legal & General Investment
148,535,217 5.01%
Management Limited
Investec Wealth & Investment Limited 148,186,107 5.00%
Total 1,181,924,832 38.17%
Source: last public disclosures by the relevant shareholders.
11. DIRECTORS' INTERESTS
The direct beneficial interests of the Directors, including Directors who have resigned during the last 18 months, in
Assura ordinary shares are as follows:
Director Number of ordinary shares % of total issued ordinary share capital
Ed Smith, CBE 166,649 0.005%
Jonathan Murphy 3,326,992 0.102%
Jayne Cottam 952,137 0.029%
Jonathan Davies 213,360 0.007%
Emma Cariaga 0 0.000%
Louise Fowler 17,077 0.001%
Noel Gordon 6,130 0.000%
Dr Sam Barrell, CBE 34,153 0.001%
Total 4,714,860 0.145%
12. DIRECTORS' STATEMENTS
The Directors confirm that Assura has, to the best of their knowledge and belief, adhered to all legal and regulatory
requirements of the LSE.
The Directors have no reason to believe that the working capital available to the Group will be insufficient for at
least 12 months from the Listing Date.
13. IMPORTANT DATES RELATING TO THE LISTING
The salient dates relating to the Listing are set out below:
2024
Publish pre-listing announcement on the Stock Exchange News Service ("SENS") Thursday, 14 November
of the JSE
Listing and commencement of trading of Assura ordinary shares on the Main Thursday, 21 November
Board of the JSE from the commencement of trade at 09:00 on
Notes:
1. The above dates and times are subject to amendment at the discretion of the Company. Any such amendment
will be released on SENS and RNS.
14. AVAILABILITY OF DOCUMENTS
Documents, such as financial statements, sustainability and corporate governance policies, public announcements
and investor presentations which Assura has made public over the last two years and the constitutional documents
of Assura are available on the Company's website (Assura Investor Relations (https://www.assuraplc.com/investor-
relations).
15. DIVIDEND POLICY
As a REIT with the requirement to distribute 90% of taxable profits (Property Income Distribution, "PID"), the Group
expects to pay out as dividends at least 90% of recurring cash profits.
The ordinary shares listed on the JSE pursuant to the secondary listing will be ex-dividend and not entitled to the
2024 quarterly dividend of 0.84 pence per ordinary share and the scrip dividend referred to in the announcement
released on RNS on 29 August 2024, or the dividend of 0.84 pence per ordinary share referred to in the
announcement released on RNS on 29 May 2024.
16. MATERIAL CHANGES
There have been no material changes in the financial or trading position of the Company that have occurred since
30 September 2024, being the last financial period for which the unaudited financial results of the Company have
been published, and the date of this announcement.
17. DIFFERENCES BETWEEN THE REGULATORY AND LEGISLATIVE FRAMEWORKS
In compliance with paragraph 18.20 of the JSE Listings Requirements, a comparative table including the
differences between certain provisions of the JSE Listings Requirements and the regulatory and legislative
framework in the UK will be available on the Company's website at:
https://www.assuraplc.com/investor-relations/shareholder-information/sustainability-and-corporate-governance-
policies
14 November 2024
Listing Co-ordinator and Corporate Broker
HSBC
Corporate Advisor and JSE Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Legal Advisor as to UK Law
Travers Smith
Legal Advisor as to South African Law
Webber Wentzel
Transfer Secretaries in South Africa
JSE Investor Services Proprietary Limited
Disclaimers
The announcement does not constitute an offer for the sale of or subscription for, or the solicitation of an offer to
buy and subscribe for, securities to the public as defined in the South African Companies Act, 2008 (the "SA
Companies Act") and will not be distributed to any person in South Africa in any manner which could be construed
as an offer to the public in terms of Chapter 4 of the SA Companies Act. These materials do not, nor are they
intended to, constitute a prospectus prepared and registered under the SA Companies Act. Nothing in these
materials should be viewed, or construed, as "advice" as that term is used in the Financial Markets Act, 2012 and/or
the Financial Advisory and Intermediary Services Act, 2001. This announcement and any offer if subsequently
made is and will only be addressed to and is and will only be directed at persons in South Africa who fall within one
of the categories listed in section 96(1)(a) and/or (b) of the SA Companies Act. This announcement may include
statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements
may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans",
"projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other
variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or
intentions. Forward -looking statements may and often do differ materially from actual results. Any forward-looking
statements reflect the Company's current view with respect to future events and are subject to risks relating to
future events and other risks, uncertainties and assumptions relating to the Company's business, results of
operations, financial position, liquidity, prospects, growth and strategies. Forward -looking statements speak only
as of the date they are made. No representation or warranty is made that any forward -looking statement will come
to pass.
Date: 14-11-2024 09:03:00
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The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
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indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
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