REG - Kohlberg Kravis R. Stonepeak Partners Assura plc - Offer Lapse Announcement

RNS Number : 0519V Kohlberg Kravis Roberts & Co LP 12 August 2025 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 SUCH JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.FOR IMMEDIATE RELEASE12 August 2025BEST AND FINAL INCREASED CASH OFFERforAssura plcbySana Bidco Limiteda newly formed company indirectly wholly-owned by (i) funds advised by Kohlberg Kravis Roberts & Co. L.P. and its affiliates and (ii) funds advised by Stonepeak Partners LP and its affiliatesLAPSE OF OFFERIntroductionOn 11 June 2025, Bidco announced the terms and conditions of a Best and Final Increased Cash Offer by Bidco for the entire issued and to be issued ordinary share capital of Assura, to be effected by means of a takeover offer (as defined in section 974 of the Companies Act) (the "Takeover Offer"). On 1 July 2025, the full terms and conditions of the Takeover Offer and the procedures for acceptance (the "Offer Document"), together with the related Form of Acceptance, were published and posted to Assura Shareholders. Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Offer Document.As at 1:00 p.m. (London time) on 12 August 2025, Bidco had not received sufficient acceptances to satisfy the Acceptance Condition, and the Takeover Offer has now lapsed. Further details are set out in this announcement below.Day 60 Acceptance Level UpdateIn accordance with Rule 31.7 of the Takeover Code, Bidco confirms that, as at 1:00 p.m. (London time) on 12 August 2025, valid acceptances of the Offer ("Valid Acceptances") had been received in respect of 539,558,685 Assura Shares, representing approximately 16.56 per cent. of Assura's existing issued ordinary share capital.Bidco had been informed by Assura that, in respect of 4,927,634 Assura Shares (the "Irrevocable Assura Shares") which were the subject of irrevocable undertakings in favour of Bidco to accept (or procure the acceptance of) the Offer, all Assura Directors who held such Irrevocable Assura Shares had instructed their respective third party brokers, custodians or nominees through which their beneficial holdings of 4,811,471 Irrevocable Assura Shares are held to accept the Offer in respect of their entire relevant Irrevocable Assura Shares, however, Bidco's receiving agent was unable to separately identify these individual acceptances in the total number of acceptances received.Therefore, so far as Bidco is aware, Bidco had received Valid Acceptances in respect of 116,163 Irrevocable Assura Shares, which represents the full amount of Irrevocable Assura Shares held by John Edward Smith. Bidco is unable to confirm whether it has received Valid Acceptances in respect of the remaining 4,811,471 Irrevocable Assura Shares.Interests in SecuritiesAs at 1:00 p.m. (London time) on 12 August 2025, the interests in, or rights to subscribe in respect of, relevant Assura securities held by Bidco were:NameSana Bidco LimitedNature of interestOwnership of Assura SharesNumber of Assura Shares 164,548,145Percentage of Assura's issued ordinary share capital5.05Save as disclosed in this announcement, as at 1:00 p.m. (London time) on 12 August 2025, neither Bidco, nor any Bidco Director, nor, so far as the Bidco Directors' are aware, any other person acting, or presumed to be acting, in concert with Bidco:· had any interest in, or right to subscribe in respect of, any relevant Assura securities;· had any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or any right to require another person to take purchase or take delivery of relevant Assura securities;· had procured an irrevocable commitment or letter of intent to accept the terms of the Offer in respect of relevant Assura securities; or· had borrowed or lent any relevant Assura securities, save for any borrowed shares which have been either on-lent or sold.Acceptance ConditionAs at 1:00 p.m. (London time) on 12 August 2025, Bidco may have counted 539,558,685 Assura Shares, representing approximately 16.56 per cent. of Assura's existing issued ordinary share capital, towards satisfaction of the Acceptance Condition. This comprised 164,548,145 Assura Shares which are currently held by Bidco as set out above.Assura Shareholders are reminded that, as a summary and subject to the fuller description in the Offer Document, the Acceptance Condition required Valid Acceptances to be received in respect of such number of Assura Shares which, together with the Assura Shares acquired or agreed to be acquired, would result in Bidco holding Assura Shares carrying in aggregate more than 50 per cent. of the voting rights normally exercisable at a general meeting of Assura.As such, the Acceptance Condition has not been satisfied and the Takeover Offer has now lapsed.The percentages of Assura Shares referred to in this announcement are based on the figure of 3,256,393,191 ordinary Assura Shares in issue at 6:00 p.m. (London time) on the last Business Day prior to this announcement.Further InformationAs the Takeover Offer has now lapsed, it is no longer open to acceptances and any accepting Assura Shareholders cease to be bound by their acceptances.In the case of Assura Shares held in certificated form, the relevant Form of Acceptance, share certificate(s) and/or other document(s) of title will be returned by post (or by such other method as may be approved by the Panel) within 7 calendar days of the Offer lapsing to the person or agent whose name and address (outside a Restricted Jurisdiction) is set out in the Form of Acceptance or, if none is set out, to the first-named holder at his / her registered address (provided that no such documents will be sent to an address in a Restricted Jurisdiction).In the case of Assura Shares held in uncertificated form (that is, in CREST), the UK Receiving Agent will immediately arrange TFE instructions to Euroclear to transfer all Assura Shares held in escrow balances and in relation to which it is the UK Receiving Agent for the purposes of the Offer to the original available balances of the Assura Shareholders concerned.In the case of Assura Shares held in dematerialised form through the Strate system, Strate will, immediately after the lapsing of the Offer, communicate the lapsing of the Offer and send a cancellation message to the CSDP or broker, and the notification of acceptance made by the CSDP or broker to South African Transfer Secretary shall be disregarded by South African Transfer Secretary. The Underlying SA Shareholders will retain the share entitlements they held prior to their acceptance of the Offer.QuestionsIf Assura Shareholders have any questions about this announcement or the Offer Document, please contact the Shareholder Helpline operated by MUFG Corporate Markets, Corporate Actions, during business hours only (9:00 a.m. to 5:30 p.m. Monday to Friday excluding public holidays in England and Wales) on 0371 664 0321 (from within the UK) or +44 371 664 0321 (from outside the UK) or by submitting a request in writing to MUFG Corporate Markets, Corporate Actions, at Central Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom. 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. Calls may be recorded and randomly monitored for security and training purposes. Please note the shareholder helpline cannot provide advice on the merits of the Takeover Offer nor give any financial, investment, legal or tax advice.If Underlying SA Shareholders have any questions about this announcement or the Offer Document, please contact the Shareholder Helpline operated by JSE Investor Services during business hours (8:00 a.m. to 4:30 p.m. (South African Standard Time) Monday to Friday excluding public holidays in South Africa) on 086 147 2644 (from within South Africa) or +27 11 029 0112 (from outside South Africa) or by submitting a request in writing to JSE Investor Services at One Exchange Square, 2 Gwen Lane, Sandown, Sandton 2196, South Africa or via email at specialprojects@jseinvestorservices.co.za. Calls are charged at the standard geographic rate and will vary by provider. Calls outside South Africa will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note the shareholder helpline cannot provide advice on the merits of the Takeover Offer nor give any financial, investment, legal or tax advice.EnquiriesJefferies International Limited (Financial Adviser to Bidco)Philip NobletDai ClementThomas ForrowTom YeadonThomas BectiveAndrew Morris+44 (0) 20 7029 8000FGS Global (PR Adviser to Bidco)Faeth BirchAlastair ElwenOli Sherwood+44 (0) 20 7251 3801KKR-LON@fgsglobal.comSimpson Thacher & Bartlett LLP is acting as legal adviser to Bidco, KKR and Stonepeak in connection with the Acquisition.Bowmans is acting as legal adviser to Bidco, KKR and Stonepeak as to matters of South African law in connection with the Acquisition.Important NoticesJefferies, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Bidco, KKR and Stonepeak 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 KKR or Stonepeak for providing the protections afforded to clients of Jefferies nor for providing advice in relation to any matter referred to in this announcement. Neither Jefferies nor any of its affiliates (nor 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 Jefferies in connection with this announcement, any statement contained herein or otherwise.This announcement is for information purposes only and does not constitute an offer or inducement to sell or an invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or a solicitation of an offer to buy any securities, pursuant to the Acquisition or otherwise. The Acquisition shall be made solely by means of the Offer Document which shall contain the full terms and Conditions of the Acquisition.This announcement has been prepared for the purpose of complying with English law, the Listing Rules, the JSE Listings Requirements and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England.This announcement does not constitute a prospectus, prospectus equivalent document or an exempted document for purposes of English law, the Listing Rules, the JSE Listings Requirements or any other law in any other jurisdiction.Overseas ShareholdersThe release, publication or distribution of this announcement in or into certain jurisdictions other than the United Kingdom or South Africa may be restricted by law. Persons who are not resident in the United Kingdom or South Africa or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements. Any failure to comply with any such requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such requirements by any person.Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition shall 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 Acquisition 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 receiving this announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.The availability of the Acquisition to Assura Shareholders who are not resident in the United Kingdom or South Africa 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 South Africa should inform themselves of, and observe, any applicable requirements, as any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.The Acquisition shall be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the Financial Conduct Authority, the Listing Rules, the Johannesburg Stock Exchange, Finsurv, the JSE Listings Requirements and the Registrar of Companies. Further details in relation to Overseas Shareholders will be contained in the Offer Document.The information contained in this announcement constitutes factual information as contemplated in section 1(3)(a) of the FAIS Act and should not be construed as express or implied advice (as that term is used in the FAIS Act and/or the South African Financial Markets Act, No 19 of 2012, as amended) that any particular transaction in respect of the Acquisition is appropriate to the particular investment objectives, financial situations or needs of a shareholder, and nothing in this announcement should be construed as constituting the canvassing for, or marketing or advertising of, financial services in South Africa. Bidco is not a financial services provider licensed as such under the FAIS Act.Nothing in this announcement should be viewed, or construed, as "advice", as that term is used in the South African Financial Markets Act, No 19 of 2012, as amended.Additional Information for US InvestorsThe Takeover Offer relates to the shares of an English company and is being made by means of a contractual takeover offer under the Takeover Code and under English law. The Takeover Offer is being made in the United States pursuant to all applicable laws and regulations, including, to the extent applicable, to holders of Assura Shares resident in the United States ("US Assura Shareholders") pursuant to Section 14(e) and Regulation 14E under the US Exchange Act, and otherwise in accordance with the requirements of the Takeover Code. Accordingly, the Takeover Offer is subject to the disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law. The Takeover Offer is being made in the United States by Bidco and no one else. The Takeover Offer will be made to US Assura Shareholders on the same terms and conditions as those made to all other Assura Shareholders to whom an offer is made. Any information documents, including the Offer Document, will be disseminated to US Assura Shareholders on a basis comparable to the method that such documents are provided to the other Assura Shareholders to whom an offer is made.The financial information included in this announcement and the Offer Document has been or will have been prepared in accordance with IFRS and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.The receipt of cash pursuant to the Acquisition by a US Assura Shareholder as consideration for the transfer of its Assura Shares pursuant to the Takeover Offer will likely be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Assura Shareholders are urged to consult their independent professional advisers immediately regarding the tax consequences of the Acquisition applicable to them.It may be difficult for US Assura Shareholders to enforce their rights and claims arising out of the US federal securities laws, since Bidco and Assura are located in countries other than the US, and some or all of their officers and directors may be residents of countries other than the US. US Assura Shareholders 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 jurisdiction and judgement.In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Bidco, certain affiliated companies and their nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Assura outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition becomes Effective, lapses or is otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the US Exchange Act, Jefferies will continue to act as a connected exempt principal trader in Assura Shares on the London Stock Exchange. If such purchases or arrangements to purchase were to be made they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and comply with applicable law, including the US Exchange Act. Any such purchases by Bidco or its affiliates will not be made at prices higher than the price of the Acquisition provided in this announcement unless the price of the Acquisition is increased accordingly. Any information about such purchases or arrangements to purchase will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. To the extent that such information is required to be publicly disclosed in the United Kingdom in accordance with applicable regulatory requirements, this information will, as applicable, also be publicly disclosed in the United States.Neither the US Securities and Exchange Commission, nor any US state securities commission or any securities commission of other jurisdictions, has approved or disapproved the Acquisition, passed judgement upon the fairness or the merits of the Acquisition or passed judgement upon the adequacy or accuracy of this announcement. Any representation to the contrary may be a criminal offence in the United States.Forward Looking StatementsThis announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by KKR, Stonepeak, or Bidco contain statements about Bidco, Assura, any member of the Wider Bidco Group or any member of the Wider Assura Group that are or may be deemed to 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", "believes", "expects", "aims", "intends", "will", "may", "shall", "should", "anticipates", "estimates", "projects", "is subject to", "budget", "scheduled", "forecast" or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements may 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; (ii) business and management strategies and the expansion and growth of Bidco's, KKR's, Stonepeak's, Assura's, any member of the Wider Bidco Group's or any member of the Wider Assura Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and government regulation on Bidco's, KKR's, Stonepeak's, Assura's, any member of the Wider Bidco Group's or any member of the Wider Assura Group's business.Such forward looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Bidco about future events and are therefore subject to risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements, including: increased competition, the loss of or damage to one or more key customer relationships, changes to customer ordering patterns, delays in obtaining customer approvals for engineering or price level changes, the failure of one or more key suppliers, the outcome of business or industry restructuring, the outcome of any litigation, changes in economic conditions, currency fluctuations, changes in interest and tax rates, changes in raw material or energy market prices, changes in laws, regulations or regulatory policies, developments in legal or public policy doctrines, technological developments, the failure to retain key management, or the timing and success of future acquisition opportunities or major investment projects. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward looking statements. Such forward looking statements should therefore be construed in the light of such factors. None of Bidco, KKR, Stonepeak, the Wider Bidco Group, nor any of their respective associates or directors, officers 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. Due to such uncertainties and risks, readers are cautioned not to place any reliance on such forward looking statements, which speak only as of the date hereof. All subsequent oral or written forward looking statements attributable to any member of the Wider Bidco Group, or any of their associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.Bidco, KKR, Stonepeak, and the Wider Bidco Group expressly disclaim any obligation to update any forward looking or other statements contained herein, except as required by applicable law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.Disclosure Requirements of the Takeover CodeUnder Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. 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 p.m. (London time) on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (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 Takeover Code, any person who is, or becomes, interested in 1 per cent. 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, 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 p.m. (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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0) 20 7638 0129.Information Relating to Assura ShareholdersPlease be aware that addresses, electronic addresses and certain information provided by Assura Shareholders, persons with information rights and other relevant persons for the receipt of communications from Assura may be provided to Bidco, KKR and Stonepeak during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.Publication on a WebsiteA copy of this announcement and the documents required to be published by Rule 26 of the Takeover Code shall be made available, free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions on Bidco's website at https://www.documentdisplay.com/offer-for-assura/disclaimer/ by no later than 12 noon (London time) on the Business Day following the date of this announcement. For the avoidance of doubt, the contents of the websites referred to in this announcement are not incorporated into and do not form part of this announcement.RoundingCertain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.GeneralIf you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or financial services provider duly authorised under the FAIS Act if you are resident in South Africa or, if not, from another appropriate authorised independent financial adviser.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. 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