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Form 8 (OPD) – Primary Health Properties plc
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")
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser: Primary Health Properties PLC
(the "Company")
(b) Owner or controller of interests and short
positions disclosed, if different from 1(a):
The naming of nominee or vehicle companies is
insufficient. For a trust, the trustee(s), settlor and
beneficiaries must be named.
(c) Name of offeror/offeree in relation to whose Primary Health Properties plc
relevant securities this form relates:
Use a separate form for each offeror/offeree
(d) Is the discloser the offeror or the offeree? OFFEROR
(e) Date position held: 21 March 2025
The latest practicable date prior to the disclosure
(f) In addition to the company in 1(c) above, is the Yes – in relation to Assura plc
discloser making disclosures in respect of any
other party to the offer?
If it is a cash offer or possible cash offer, state
"N/A"
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in more than one class of relevant
securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each
additional class of relevant security.
(a) Interests and short positions in the relevant securities of the offeror or offeree
to which the disclosure relates
Class of relevant security: Ordinary shares of 12.5 pence each
Interests Short positions
Number % Number %
(1) Relevant securities owned Nil - Nil -
and/or controlled:
(2) Cash-settled derivatives: Nil - Nil -
(3) Stock-settled derivatives Nil - Nil -
(including options) and
agreements to purchase/sell:
Nil - Nil -
TOTAL:
Class of relevant security: Convertible Bond (ISIN:
XS2016141637)
Interests Short positions
Number % Number %
(1) Relevant securities owned Nil - Nil -
and/or controlled:
(2) Cash-settled derivatives: Nil - Nil -
(3) Stock-settled derivatives Nil - Nil -
(including options) and
agreements to purchase/sell:
Nil - Nil -
TOTAL:
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded options), or agreements
to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open
Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements
should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in relation to N/A
which subscription right exists:
Details, including nature of the rights N/A
concerned and relevant percentages:
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE
OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe (including directors'
and other employee options) of any person acting in concert with the party to the
offer making the disclosure:
a) Holdings of ordinary shares of 12.5p each in the Company and holdings in the Convertible
Bond (ISIN: XS2016141637) by directors and their close relatives and related trusts
Name No. of ordinary shares Percentage of Holdings in the
of no par value each issued share Convertible Bond
held capital
Harry Hyman 12,154,376 0.909 Nil
Anita Hyman 51,736 0.003 Nil
Nexus Group Holdings 12,330,000 0.922 Nil
Limited
Mark Davies 287,610 0.021 Nil
Richard Howell 262,826 0.019 Nil
Claire Murphy 281,633 0.021 Nil
Simon Briscoe 23,169 0.001 Nil
Ian Krieger 101,481 0.007 Nil
Ivonne Cantú 25,000 0.001 Nil
Dr Bandhana (Bina) 27,549 0.002 Nil
Rawal
(1) Anita Hyman is the wife of Harry Hyman
(2) Nexus Group Holdings Limited is a wholly owned subsidiary of Nexus Investco Limited
which is owned by Harry Hyman and his children Adam Hyman and Sarah Bates.
(3) Claire Murphy is the wife of Richard Howell
(4) Simon Briscoe is the husband of Laure Duhot, a Non-Executive Director of the Company
b) Share options with performance conditions over ordinary shares of 12.5p each in the
Company held by directors and their close relatives and related trusts
Name No. of conditional Vesting date Expiry date Exercise price
unvested interests
Harry Hyman 7,411 1 June 2026 (for 1 June 2026 £0.8096
2023 Sharesave
option in respect
of 7,411 ordinary
shares)
Mark Davies 912,207 8 May 2027 (for 8 May 2027 £nil per share
2024 LTIP award
in respect of
886,824 ordinary
shares)
1 June 2027 (for 1 June 2027 £0.7308 per
2024 Sharesave share
option in respect
of 25,383 ordinary
shares)
Richard Howell 1,290,631 5 March 2025 (for 5 March £nil per share
2022 LTIP award 2025 - not
in respect of yet vested
313,745 shares – subject to
not yet vested scheme rules
subject to scheme due to close
rules due to close period at
period at vesting vesting date
date
27 February 2026 27 February £nil per share
(for 2023 LTIP 2026
award in respect
of 414,874
ordinary shares)
7 March 2027 (for 7 March £nil per share
2024 LTIP award 2027
in respect of
539,779 ordinary
shares)
1 June 2026 (for 1 June 2026 £0.8096
2023 Sharesave
option in respect
of 22,233
ordinary shares)
c) Holdings of ordinary shares of 12.5p each in the Company and holdings in the Convertible
Bond (ISIN: XS2016141637) by connected advisers of the Company
Name No. of ordinary shares Percentage of Holdings in the
of no par value each issued share Convertible Bond
held capital
DBX Advisors LLC 1,230,095 0.092 Nil
JPMorgan Chase Bank, Nil
National Association 29 0.000
Details of any open stock-settled derivative positions (including traded options), or agreements
to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open
Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements
should be disclosed on a Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding,
formal or informal, relating to relevant securities which may be an inducement to
deal or refrain from dealing entered into by the party to the offer making the
disclosure or any person acting in concert with it:
Irrevocable commitments and letters of intent should not be included. If there are no such
agreements, arrangements or understandings, state "none"
None
(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal,
between the party to the offer making the disclosure, or any person acting in concert
with it, and any other person relating to:
5
(i) the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant securities to
which any derivative is referenced:
If there are no such agreements, arrangements or understandings, state "none"
None
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) NO
Supplemental Form 8 (SBL) NO
Date of disclosure: 24 March 2025
Contact name: Toby Newman
Telephone number: 0203 8241 841
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.
The Panel's Market Surveillance Unit is available for consultation in relation to the Code's
disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
The Company has a primary listing on the London Stock Exchange and a secondary listing on
the JSE Limited.
United Kingdom
24 March 2025
Sponsor: PSG Capital
Date: 24-03-2025 01:50:00
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