TIDMMXF TIDMPHP
RNS Number : 8983S
The MedicX Fund Limited
14 March 2019
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 OF
SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
14 March 2019
RECOMMED ALL-SHARE MERGER
BETWEEN
MEDICX FUND LIMITED ("MEDICX")
AND
PRIMARY HEALTH PROPERTIES PLC ("PHP")
TO BE EFFECTED BY MEANS OF A SCHEME OF ARRANGEMENT
UNDER PART VIII OF THE COMPANIES (GUERNSEY) LAW, 2008 (AS
AMED)
COURT SANCTION OF SCHEME OF ARRANGEMENT
Scheme becomes Effective
The boards of MedicX and PHP are pleased to announce that the
Court has today sanctioned the scheme of arrangement under Part
VIII of the Companies (Guernsey) Law, 2008 (as amended) (the
"Scheme") by which the recommended all-share merger of MedicX and
PHP is being implemented. All conditions to the Scheme have now
been satisfied or waived and the Scheme has now become Effective in
accordance with its terms as set out in the scheme document
published by MedicX on 8 February 2019 (the "Scheme Document").
Suspension, delisting and cancellation of trading of MedicX
Shares
Dealings in MedicX Shares on the London Stock Exchange's main
market for listed securities and the listing of MedicX Shares on
the premium listing segment of the Official List of the FCA have
each been suspended with effect from 7.30 am today, 14 March
2019.
It is expected that the admission to trading of MedicX Shares on
the London Stock Exchange's main market for listed securities and
the listing of MedicX Shares on the premium listing segment of the
Official List of the FCA will each be cancelled with effect from
8.00 am tomorrow, 15 March 2019.
Consideration due to Scheme Shareholders
Scheme Shareholders on the register of members of MedicX at the
Scheme Record Time (being 6.00 pm yesterday, 13 March 2019) will
receive 0.77 New PHP Shares for each Scheme Share held at the
Scheme Record Time.
As further described in the Scheme Document, New PHP Shares in
uncertificated form are expected to be credited to CREST accounts
on or soon after 8.00 am on 15 March 2019 (but no later than 28
March 2019) and definitive share certificates for the New PHP
Shares in certificated form are expected to be dispatched by no
later than 28 March 2019. Cash consideration due under the Scheme
in respect of the sale of fractional entitlements will be settled
via CREST (for the New PHP Shares held in uncertificated form) or
by cheque (for the New PHP Shares held in certificated form) by no
later than 28 March 2019.
Resignation of MedicX Directors
As the Scheme has now become Effective, as set out in paragraph
9 of Part 2 of the Scheme Document, Helen Mahy (Non-Executive
Director & Chairman), Steve Le Page (Non-Executive Director
& Senior Independent Director), Laure Duhot (Non-Executive
Director) and John Hearle (Non-Executive Director) have each
resigned from the MedicX Board, with effect from today, 14 March
2019.
Admission of New PHP Shares
Application has been made for the admission of the 341,045,427
New PHP Shares to be listed on the premium listing segment of the
Official List of the FCA and to be admitted to trading on the
London Stock Exchange's main market for listed securities. It is
expected that Admission and commencement of dealings in the New PHP
Shares will become effective at 8.00 am on 15 March 2019.
General
Defined terms used but not defined in this announcement have the
meanings set out in the Scheme Document.
All references in this announcement to times are to times in
London (unless otherwise stated).
Enquiries:
PHP Tel: +44 (0) 20 7451
7050
Steven Owen, Chairman
Harry Hyman, Managing Director
Richard Howell, Finance Director
Buchanan (Public Relations Adviser to Tel: +44 (0) 20 7466
PHP) 5000
David Rydell
Stephanie Watson
Tilly Abraham
Numis Securities Limited (Lead Financial Tel: +44 (0) 20 7260
Adviser, Sponsor and Joint Broker to 1000
PHP)
Michael Meade
James Black
Kevin Cruickshank
Huw Jeremy
Peel Hunt LLP (Joint Financial Adviser Tel: +44 (0) 20 7418
and Joint Broker to PHP) 8900
James Britton
Capel Irwin
Harry Nicholas
Jock Maxwell Macdonald
Evercore (Financial Adviser and Rule Tel: +44 (0) 207
3 Adviser to MedicX) 653 6000
Edward Banks
Ollie Clayton
Taurus (Independent Adviser to MedicX) Tel: +44 (0) 207
959 7000
Peter Tracey
Tom Fyson
Canaccord (Joint Corporate Broker to Tel: +44 (0) 207
MedicX) 523 8000
Robbie Robertson
Helen Goldsmith
Liberum (Joint Corporate Broker to MedicX) Tel: +44 (0) 203
100 2000
Richard Crawley
Jamie Richards
Important notices
Numis, which is authorised and regulated by the FCA in the UK,
is acting exclusively for PHP and no-one else in connection with
the proposed Merger and Admission and will not regard any other
person (whether or not a recipient of this announcement) as its
client in relation to the proposed Merger and Admission and will
not be responsible to anyone other than PHP for providing the
protections afforded to its clients or for providing advice in
relation to the proposed Merger and Admission or any matters
referred to in this announcement.
Peel Hunt, which is authorised and regulated by the FCA in the
UK, is acting exclusively for PHP and no-one else in connection
with the proposed Merger and Admission and will not regard any
other person (whether or not a recipient of this announcement) as
its client in relation to the proposed Merger and Admission and
will not be responsible to anyone other than PHP for providing the
protections afforded to its clients or for providing advice in
relation to the proposed Merger and Admission or any matters
referred to in this announcement.
Evercore, which is authorised and regulated by the FCA in the
UK, is acting exclusively as financial adviser to MedicX and no one
else in connection with the Merger and will not be responsible to
anyone other than MedicX for providing the protections afforded to
clients of Evercore nor for providing advice in connection with the
matters referred to herein. Neither Evercore nor any of its
subsidiaries, branches or affiliates 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 Evercore in connection with the
matters set out in this announcement, any statement contained
herein, the Merger or otherwise. Apart from the responsibilities
and liabilities, if any, which may be imposed on Evercore by FSMA,
or the regulatory regime established thereunder, or under the
regulatory regime of any jurisdiction where exclusion of liability
under the relevant regulatory regime would be illegal, void or
unenforceable, neither Evercore nor any of its affiliates accepts
any responsibility or liability whatsoever for the matter set out
in this announcement, and no representation, express or implied, is
made by it, or purported to be made on its behalf, in relation to
the contents of this announcement, including its accuracy,
completeness or verification of any other statement made or
purported to be made by it, or on its behalf, in connection with
MedicX or the matters described in this announcement. To the
fullest extent permitted by applicable law, Evercore and its
affiliates accordingly disclaim all and any responsibility or
liability whether arising in tort, contract or otherwise (save as
referred to above) which they might otherwise have in respect of
this announcement or any statement contained therein.
Taurus, a trading name of Liberum Capital Limited which is
authorised and regulated by the FCA, is acting exclusively as
independent adviser to MedicX and no one else in connection with
the Merger and will not be responsible to anyone other than MedicX
for providing the protections afforded to clients of Taurus nor for
providing advice in connection with the Merger or any matter
referred to herein.
Canaccord, which is authorised and regulated by the FCA, is
acting exclusively as corporate broker to MedicX and no one else in
connection with the Merger and will not be responsible to anyone
other than MedicX for providing the protections afforded to clients
of Canaccord, nor for providing advice in connection with the
Merger or any matters referred to herein.
Liberum, which is authorised and regulated by the FCA, is acting
exclusively as corporate broker to MedicX and no one else in
connection with the Merger and will not be responsible to anyone
other than MedicX for providing the protections afforded to clients
of Liberum, nor for providing advice in connection with the Merger
or any matters referred to herein.
Information for overseas persons
The release, publication or distribution of this announcement
and the Scheme Document in certain jurisdictions other than the
United Kingdom or Guernsey may be restricted by law and/or
regulation. Persons who are not resident in the United Kingdom or
Guernsey or who are subject to the laws and/or regulations of other
jurisdictions should inform themselves of, and observe, any
applicable legal or regulatory requirements. In particular, the
ability of persons who are not resident in the United Kingdom or
Guernsey or who are subject to the laws of another jurisdiction to
participate in the Merger may be affected by the laws of the
relevant jurisdictions in which they are located or to which they
are subject. Any failure to comply with these applicable
requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Merger disclaim any responsibility or liability for the
violation of such restrictions by any person.
Unless otherwise determined by PHP or required by the Takeover
Code, and permitted by applicable law and regulation, participation
in the Merger will not be made available, directly or indirectly,
in, into or from a Restricted Jurisdiction where to do so would
violate the laws in that jurisdiction. Accordingly, copies of this
announcement and all documents relating to the Merger are not
being, and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in, into or from a Restricted
Jurisdiction where to do so would violate the laws in that
jurisdiction, and persons who have received the Scheme Document and
all documents relating to the Merger (including custodians,
nominees and trustees) must not mail or otherwise distribute or
send them in, into or from such jurisdictions as doing so may
invalidate any purported vote in respect of the Merger. Any person
(including, without limitation, any custodian, nominee and trustee)
who would, or otherwise intends to, or who may have a contractual
or legal obligation to, forward the Scheme Document and/or any
other related document to any jurisdiction outside the United
Kingdom should inform themselves of, and observe, any applicable
legal or regulatory requirements of their jurisdiction.
The availability of the New PHP Shares under the Merger to
Scheme Shareholders who are not resident in the United Kingdom or
Guernsey may be affected by the laws of the relevant jurisdictions
in which they are resident. Persons who are not resident in the
United Kingdom or Guernsey or who are subject to other
jurisdictions should inform themselves of, and observe, any
applicable legal or regulatory requirements.
Further details in relation to Overseas Shareholders are
contained in the Scheme Document.
Notice to US investors in MedicX
The New PHP Shares to be issued under the Scheme have not been
and will not be registered under the US Securities Act, or under
any laws or with any securities regulatory authority of any state
or other jurisdiction of the United States and may only be offered
or sold in the United States in reliance on an exemption from the
registration requirements of the US Securities Act. This
announcement shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of the
New PHP Shares in any state of the United States in which such
offer, solicitation or sale would be unlawful prior to
qualification under the securities laws of any such state. The New
PHP Shares are expected to be issued in reliance upon the exemption
from the registration requirements of the US Securities Act
provided by Section 3(a)(10) thereof. MedicX Shareholders (whether
or not US persons) who are or will be affiliates (within the
meaning of the US Securities Act) of PHP or MedicX prior to, or of
MedicX after, the Effective Date will be subject to certain US
transfer restrictions relating to the New PHP Shares received
pursuant to the Scheme as further described in the Scheme
Document.
For the purposes of qualifying for the exemption from the
registration requirements of the US Securities Act afforded by
Section 3(a)(10) thereunder, MedicX has advised the Court through
its Guernsey counsel that the Court's sanctioning of the Scheme
will be relied on by PHP as an approval of the Scheme following a
hearing on the fairness of the terms and conditions of the Scheme
to MedicX Shareholders, at which hearing all such shareholders are
entitled to attend in person or through counsel to support or
oppose the sanctioning of the Scheme and with respect to which
notification has been given to all such shareholders.
None of the securities referred to in the Scheme Document have
been approved or disapproved by the SEC or any US state securities
commission, nor have any such authorities passed judgment upon the
fairness or the merits of the Merger or determined if the Scheme
Document is accurate or complete. Any representation to the
contrary is a criminal offence in the United States.
It may be difficult for US holders of MedicX Shares to enforce
their rights and claims arising out of the US federal securities
laws, since PHP and MedicX are organized in countries other than
the United States, and some or all of their officers and directors
may be residents of, and some or all of their assets may be located
in, jurisdictions other than the United States. US holders of
MedicX Shares may have difficulty effecting service of process
within the United States upon those persons or recovering against
judgments of US courts, including judgments based upon the civil
liability provisions of the US federal securities laws. US holders
of MedicX Shares may not be able to sue a non-US company or its
officers or directors in a non-US court for violations of US
securities laws. Further, it may be difficult to compel a non-US
company and its affiliates to subject themselves to a US court's
judgment.
The receipt of New PHP Shares pursuant to the Merger by a US
MedicX Shareholder may be a taxable transaction for US federal
income tax purposes and under applicable state and local tax laws.
Each MedicX Shareholder is urged to consult his independent
professional adviser immediately regarding the tax consequences of
the Merger.
Further details in relation to US MedicX Shareholders are
contained in the Scheme Document.
Forward looking statements
This announcement (including information incorporated by
reference in this announcement), any oral statements made by PHP or
MedicX in relation to the Merger and other information published by
PHP or MedicX, may contain statements about PHP, MedicX and the
Enlarged Group that are or may be forward-looking statements. All
statements other than statements of historical facts included in
this announcement may be forward-looking statements. Without
limitation, any statements preceded or followed by or that include
the words "targets", "plans", "goals", "believes", "expects",
"aims", "intends", "will", "may", "anticipates", "estimates",
"projects", "hopes", "continues", "would", "could", "should", or
words or terms of similar substance or the negative thereof, are
forward-looking statements. Forward-looking statements include
statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy,
losses and future prospects; and (ii) business and management
strategies and the expansion and growth of PHP's or MedicX's or the
Enlarged Group's operations and potential synergies resulting from
the Merger.
Such forward-looking statements involve risks and uncertainties
that could significantly affect expected results and/or operations
of PHP, MedicX or the Enlarged Group and are based on certain
assumptions and assessments made by PHP and MedicX in light of
their experience and their perception of historical trends, current
conditions, future developments and other factors they believe
appropriate. Except as expressly provided, they have not been
reviewed by the auditors of PHP or MedicX. Although it is believed
that the expectations reflected in such forward looking statements
are reasonable, no assurance can be given that such expectations
will prove to have been correct and you are therefore cautioned not
to place reliance on these forward looking statements which speak
only as at the date thereof. Neither MedicX nor PHP, nor any of
their respective members, directors, officers, employees, advisers
and any person acting on behalf of one or more of them assumes any
obligation to update or correct the information contained in this
announcement (whether as a result of new information, future events
or otherwise) except as required by applicable law (including as
required by the Takeover Code, the Listing Rules and the Disclosure
Guidance and Transparency Rules).
There are several factors which could cause actual results to
differ materially from those expressed or implied in
forward-looking statements. Among the factors that could cause
actual results to differ materially from those described in the
forward looking statements are changes in the global, political,
economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax rates and future
business acquisitions or disposals. Such statements are qualified
in their entirety by the inherent risks and uncertainties
surrounding future expectations.
No member of PHP or MedicX, nor any of their respective
associates, directors, officers, employees or advisers, provides
any representation, assurance or guarantee that the occurrence of
the events expressed or implied in any forward-looking statements
in this announcement will actually occur.
Publication on website and availability of hard copies
A copy of this announcement will be available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, for inspection on PHP's website at
www.phpgroup.co.uk/investors and on MedicX's website at
www.medicxfund.com/investors/proposed-merger by no later than 12
noon on the Business Day following the date of this announcement.
For the avoidance of doubt, save as expressly referred to in this
announcement, the contents of the websites are not incorporated,
and do not form part of, this announcement. MedicX Shareholders may
request a hard copy of this announcement by contacting Link Asset
Services on 0371 664 0321. PHP Shareholders may request a hard copy
of this announcement by contacting the PHP Company Secretary at its
principal executive office in London during business hours on +44
(0) 20 7451 7050 or by submitting a request in writing to the PHP
Company Secretary at 5th Floor, Greener House, 66-68 Haymarket,
London SW1Y 4RF. Calls are charged at the standard geographic rate
and will vary by provider. Calls outside the United Kingdom will be
charged at the applicable international rate.
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.
END
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