UK-based Primary Health Properties (PHP) has made an indicative cash and share proposal to the board of Assura, becoming the latest company to seek to acquire the British healthcare property developer.
Assura is already considering a £1.61bn, or 49.4 pence per share, offer from KKR and Stonepeak Partners, after rejecting four previous offers from another KKR-led consortium.
In February, KKR and pension fund Universities Superannuation Scheme said they had made four indicative, nonbinding proposals to Assura, the last of which was at 48p per share, which was rejected by the British company’s board.
Under PHP’s offer, shareholders of Assura would receive for each Assura share 0.3848 new PHP shares and 9.08p in cash.
Based on the PHP closing share price of 94.35p on April 2, the 9.08p cash consideration would represent 20% of the total consideration. The combination implies an initial value of 46.2p for each Assura share, inclusive of the Assura dividend of 0.84p per share due to be paid on April 9, and values Assura at about £1.5bn.
Should the combination be completed, Assura shareholders would hold about 48% of the combined group’s issued share capital.
Assura shareholders would also retain the declared quarterly dividend of 0.84p per share which is due to be paid on April 9, the quarterly dividend expected to be paid in July of no more than 0.84p per share and further quarterly dividends.
“PHP firmly believes that the combination represents a highly compelling proposition for Assura's shareholders at a significant premium to relevant trading metrics, providing participation in the future potential value creation of the combined group and part of the consideration in cash,” it said in a statement on Thursday.
PHP said a combination of Assura and PHP would deliver significant strategic and financial benefits for both sets of shareholders. It would create a UK real estate investment trust (Reit) of significant scale — the eighth-largest UK-listed Reit benefiting from increased public markets presence, greater index weighting and improved investor flows.
It would also create a specialist of greater scale in a growth sector, underpinned by critical infrastructure assets, supported by government policy placing greater focus on primary care and increasing the demand for modern healthcare facilities.
It would have a combined £6bn portfolio of long-leased, sustainable infrastructure assets principally let to government tenants and leading UK providers, benefiting from increased income security, longevity, diversity of product type, geography and mix of rent review types, PHP said.
Assura listed on the JSE in November 2024 and has its primary listing on the London Stock Exchange.
Based in Altrincham in England, Assura cares for more than 600 healthcare buildings, from which more than 6-million patients are served, according to the company’s prelisting announcement.
A constituent of the FTSE 250 and the European Public Real Estate Association (EPRA) indices, its portfolio was valued at £3.2bn at the end of September.
The group has been operating since 2003. For the six months to end-September, Assura had a portfolio of 625 properties with an annualised rent roll of £179.m.
PHP listed on the JSE in October 2023 and is included in several key SA indices, including the FTSE/JSE all share index and all property index.
The group generates almost 90% of its rental income from government bodies such as the National Health Service in the UK and Ireland’s Health Service Executive has been listed on the London Stock Exchange since 1998 and became a Reit in 2007. It owns medical centres and surgeries across England, Scotland, the Republic of Ireland and Wales.
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