Wrap Text
Rule 2.9 Announcement
PRIMARY HEALTH PROPERTIES PLC
(Incorporated in the United Kingdom)
Company Number: 3033634
LSE Share Code: PHP
JSE Share Code PHP
ISIN Code: GB00BYRJ5J14
LEI: 213800Y5CJHXOATK7X11
("PHP" or the "Company")
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION.
For immediate release
Rule 2.9 Announcement
In accordance with Rule 2.9 of the City Code on Takeovers and Mergers (the "Code"), Primary Health
Properties PLC ("PHP" or the "Company") confirms that, as at the date of this announcement, it
has 1,336,493,786 ordinary shares of 12.5p ("PHP Ordinary Shares") each in issue and admitted to
trading on the London Stock Exchange. The International Securities Identification Number for the
PHP Ordinary Shares is GB00BYRJ5J14 and the LEI number is 213800Y5CJHXOATK7X11.
In addition, the Company has £150 million nominal outstanding of the £150 million 2.875%
Guaranteed Convertible Bonds due 2025 (the "Convertible Bonds") issued by the Company's wholly
owned subsidiary PHP Finance (Jersey No.2) Limited ("PHP Jersey") and which were guaranteed by
the Company. The Convertible Bonds are each convertible into new PHP Ordinary Shares and would
result in up to an additional 119.4 million new PHP Ordinary Shares being issued if converting at the
price of 125.64 pence per new PHP Ordinary Share. The International Securities Identification
Number for the Convertible Bonds is XS2016141637.
Enquiries:
PHP
Harry Hyman, Non-Executive Chair +44 (0) 797 334 4768
Mark Davies, Chief Executive Officer +44 (0) 796 812 2448
Richard Howell, Chief Financial Officer
Deutsche Numis (Financial Adviser and Corporate Broker to PHP)
Kevin Cruickshank +44 (0) 207 260 1000
Heraclis Economides
Stuart Ord
Jack McLaren
Burson Buchanan (Financial PR)
Mark Court +44 (0) 207 466 5066
Stephanie Whitmore php@buchanan.uk.com
Verity Parker
Jesse McNab
Further information
Numis Securities Limited ("Deutsche Numis"), which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively for PHP and no one else in
connection with the matters set out in this announcement and will not regard any other person as its
client in relation to the matters in this announcement and will not be responsible to anyone other than
PHP for providing the protections afforded to clients of Deutsche Numis, nor for providing advice in
relation to any matter referred to herein. Neither Deutsche Numis nor any of its affiliates (nor any of
their respective directors, officers, employees or agents), owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Deutsche Numis in connection with this announcement,
any statement contained herein or otherwise.
This announcement is not intended to and does not constitute an offer to sell or the solicitation of an
offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the
solicitation of any vote in any jurisdiction.
The release, publication or distribution of this announcement in jurisdictions outside the United
Kingdom may be restricted by law and therefore persons into whose possession this announcement
comes should inform themselves about, and observe such restrictions. Any failure to comply with
such restrictions may constitute a violation of the securities law of any such jurisdiction.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant
securities of an offeree company or of any securities exchange offeror (being any offeror other than
an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the offer period and, if
later, following the announcement in which any securities exchange offeror is first identified. An
Opening Position Disclosure must contain details of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities
exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must
be made by no later than 3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the
10th business day following the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of the offeree company or of a
securities exchange offeror prior to the deadline for making an Opening Position Disclosure must
instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class
of relevant securities of the offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and
of the person's interests and short positions in, and rights to subscribe for, any relevant securities of
each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that
these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom
Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day
following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or
informal, to acquire or control an interest in relevant securities of an offeree company or a securities
exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and
Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position
Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the
Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was first identified. You
should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt
as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
The Company has a primary listing on the London Stock Exchange and a secondary listing on the JSE
Limited.
United Kingdom
12 March 2025
Sponsor: PSG Capital
Date: 12-03-2025 09:00:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
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,
information disseminated through SENS.
Sharenet Sites 
