SENS

Application for Admission of New PHP Shares:

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")

THIS ANNOUNCEMENT AND THE INFORMATION HEREIN IS NOT FOR RELEASE, PUBLICATION OR

DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,

AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR ANY OTHER JURISDICTION WHERE TO DO SO

WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT

JURISDICTION.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR PROSPECTUS

EQUIVALENT DOCUMENT AND NO INVESTMENT DECISION IN RELATION TO THE REVISED OFFER OR

THE NEW PHP SHARES SHOULD BE MADE EXCEPT ON THE BASIS OF INFORMATION IN THE OFFER

DOCUMENT, THE REVISED OFFER DOCUMENT, THE COMBINED CIRCULAR AND PROSPECTUS AND

THE SUPPLEMENTARY PROSPECTUSES.

FOR IMMEDIATE RELEASE

3 September 2025

Recommended Combination of

Assura Plc ("Assura")

and

Primary Health Properties PLC ("PHP")

to be implemented by means of a takeover offer

under Part 28 of the Companies Act 2006

Admission of New PHP Shares

1. Application for Admission of New PHP Shares

On 23 June 2025, the Boards of PHP and Assura jointly announced the terms of an increased and recommended

shares and cash offer pursuant to which PHP will acquire the entire issued, and to be issued, ordinary share capital of

Assura (the "Revised Offer").

Further to the announcement by PHP on 12 August 2025 in relation to the Revised Offer becoming unconditional in all

respects, PHP announces that application has been made today by PHP for 29,556,535 New PHP Shares to be (a)

admitted to the Equity Shares (Commercial Companies) category of the Official List of the FCA and to trading on the

London Stock Exchange's Main Market for listed securities, respectively and (b) listed and traded on the Main Board

of the JSE (together, "Admission"). The New PHP Shares are expected to be admitted and commencement of

dealings to become effective at 8.00 a.m. (London time) on 4 September 2025, in satisfaction of valid acceptances of

the Revised Offer received by 6.00 p.m. on 2 September 2025.

A further announcement is expected to be made by PHP tomorrow morning confirming that Admission has become

effective.

2. Revised Offer closes on 10 September 2025

As previously announced, Assura Shareholders who have not yet accepted the Revised Offer should note that the

Revised Offer will remain open for acceptances until 1.00 p.m. on 10 September 2025.

3. Acceptance procedure

Details of actions for Assura Shareholders to take are set out in the Original Offer Document (as amended by the

Revised Offer Document) and, for holders of Assura Shares in certificated form, in the Second Form of Acceptance

and Election which accompanies the Revised Offer Document. If you have any questions about the Original Offer

Document or the Revised Offer Document or are in any doubt as to how to complete the Second Form of Acceptance

and Election (if you hold Assura Shares in certificated form), or how to make an Electronic Acceptance (if you hold

Assura Shares in uncertificated form), or if you want to request a hard copy of the Original Combined Circular and

Prospectus, the supplementary prospectus issued on 27 June 2025 (the "First Supplementary Prospectus") or the

supplementary prospectus issued on 28 July 2025 (the "Second Supplementary Prospectus", and together with the

First Supplementary Prospectus, the "Supplementary Prospectuses") or a further copy of the Original Offer

Document or the Revised Offer Document (and/or any information incorporated into them by reference to another

source) please contact the Receiving Agent, Equiniti, on +44 (0) 371 384 2414. Lines are open 8.30 a.m. to 5.30 p.m.

(London time) Monday to Friday (excluding English and Welsh public holidays). Calls to the helpline from outside the

UK 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. The helpline cannot provide

advice on the merits of the Revised Offer nor give any financial, legal or tax advice.

The Mix and Match Facility is now closed and Assura Shareholders who have not yet elected to receive either the

"More Shares" option or the "More Cash" option under the Mix and Match Facility shall now not be able to elect for

either of the options under the Mix and Match Facility and shall instead receive the Base Consideration.

A soft copy of the Original Offer Document, the Revised Offer Document, the Prospectus and the Supplementary

Prospectuses can also be found at www.phpgroup.co.uk and www.assuraplc.com/investor-relations/shareholder-

information/offer-from-php

4. General

Capitalised terms used in this announcement (the "Announcement"), unless otherwise defined, have the same

meanings as set out in the Original Offer Document (as amended by the Revised Offer Document).

Enquiries:

Primary Health Properties Plc +44 (0) 7970 246 725

Harry Hyman, Non-Executive Chair via Sodali & Co

Mark Davies, Chief Executive Officer

Richard Howell, Chief Financial Officer

+44 (0) 207 280 5000

Rothschild & Co (Joint Lead Financial Adviser to PHP)

Alex Midgen

Alice Squires

Sam Green

Nikhil Walia

Jake Shackleford

+44 (0) 207 260 1000

Deutsche Numis (Joint Lead Financial Adviser and Joint Broker

to PHP)

Kevin Cruickshank

Heraclis Economides

Stuart Ord

Jack McLaren

+44 (0) 20 7986 4000

Citi (Joint Financial Adviser to PHP)

Bogdan Melaniuc

James Ibbotson

Robert Redshaw

James Carton

Michael Mullen

+44 (0) 20 7418 8900

Peel Hunt (Joint Financial Adviser and Joint Broker to PHP)

Capel Irwin

Michael Nicholson

Henry Nicholls

+44 (0) 7970 246 725

Sodali & Co (Communications for PHP)

Rory Godson

Elly Williamson

Louisa Henry

CMS Cameron McKenna Nabarro Olswang LLP is acting as legal adviser to PHP.

The LEI of PHP is 213800Y5CJHXOATK7X11 and the LEI of Assura is 21380026T19N2Y52XF72.

Further information

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the FCA in the United

Kingdom, is acting exclusively as joint lead financial adviser to PHP and for no one else in connection with the

subject matter of this Announcement and will not be responsible to anyone other than PHP for providing the

protections afforded to its clients or for providing advice in connection with the subject matter of this

Announcement. Neither Rothschild & Co 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 Rothschild & Co in

connection with this Announcement, any statement contained herein or otherwise.

Numis Securities Limited ("Deutsche Numis"), which is authorised and regulated in the United Kingdom by the

FCA in the United Kingdom, is acting exclusively as joint lead financial adviser to PHP and for no one else in

connection with the subject matter of this Announcement and will not be responsible to anyone other than PHP

for providing the protections afforded to its clients or for providing advice in connection with the subject matter of

this Announcement. 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.

Citigroup Global Markets Limited ("Citi"), which is authorised by the PRA and regulated by the FCA and the PRA

in the United Kingdom, is acting exclusively as joint financial adviser to PHP and for no one else in connection

with the subject matter of this Announcement and will not be responsible to anyone other than PHP for providing

the protections afforded to its clients or for providing advice in connection with the subject matter of this

Announcement. Neither Citi 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 Citi in connection with this

Announcement, any statement contained herein or otherwise.

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United Kingdom by the FCA, is acting

exclusively as joint financial adviser to PHP and for no one else in connection with the subject matter of this

Announcement and will not be responsible to anyone other than PHP for providing the protections afforded to its

clients or for providing advice in connection with the subject matter of this Announcement. Neither Peel Hunt 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 Peel Hunt in connection with the matters referred to in this

Announcement, any statement contained herein, or otherwise.

This Announcement is for information purposes only and is not intended to, and does not, constitute, or form part

of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise

dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Combination

or otherwise, nor shall there be any sale, issuance or transfer of securities of Assura in any jurisdiction in

contravention of applicable law. In particular, this Announcement does not constitute an offer of securities to the

public as contemplated in the South African Companies Act, 71 of 2008.

The Combination is being implemented solely pursuant to the terms of the Original Offer Document and Revised

Offer Document which contains the full terms and conditions of the Combination, including details of how to accept

the Revised Offer. Any decision or response in relation to the Combination should be made only on the basis of

the information contained in the Original Offer Document, the Revised Offer Document, the Original Combined

Circular and Prospectus and the Supplementary Prospectuses.

The statements contained in this Announcement are made as at the date of this Announcement, unless some

other time is specified in relation to them, and publication of this Announcement shall not give rise to any

implication that there has been no change in the facts set forth in this Announcement since such date.

This Announcement does not constitute or form part of, and should not be construed as, any public offer under

any applicable legislation or an offer to sell or solicitation of any offer to buy any securities or financial instruments

or any advice or recommendation with respect to such securities or other financial instruments.

This Announcement does not constitute a prospectus, prospectus equivalent document or exempted document.

PHP has published the Original Combined Circular and Prospectus and Supplementary Prospectuses containing

information on the New PHP Shares and the Combined Group as well as the Original Offer Document and Revised

Offer Document. PHP urges Assura Shareholders to read the Original Offer Document, the Revised Offer

Document, the Forms of Acceptance and Election, the Original Combined Circular and Prospectus and

Supplementary Prospectuses carefully because they contain important information in relation to the Combination,

the New PHP Shares and the Combined Group. Any decision by Assura Shareholders in respect of the

Combination should be made only on the basis of the information contained in the Original Offer Document, the

Revised Offer Document the Original Combined Circular and Prospectus and Supplementary Prospectuses. PHP

urges Assura Shareholders to read the Original Offer Document, the Revised Offer Document, the Forms of

Acceptance and Election, the Original Combined Circular and Prospectus and Supplementary Prospectuses.

If 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 the Financial Services and Markets

Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised

independent financial adviser.

Overseas Shareholders

The information contained herein is not for release, distribution or publication, directly or indirectly, in or into the

United States, Australia, Canada, Japan, New Zealand or any other Restricted Jurisdiction where applicable laws

prohibit its release, distribution or publication.

The release, publication or distribution of this Announcement in, into or from jurisdictions other than the UK may

be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK

should inform themselves of, and observe, any applicable legal or regulatory requirements. 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 Combination disclaim any

responsibility or liability for the violation of such restrictions by any person. This Announcement has been prepared

in accordance with and for the purpose of complying with English law, the Takeover Code, the Market Abuse

Regulation, the UK Listing Rules and the Disclosure Guidance and Transparency Rules 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 England.

The availability of the Revised Offer to Assura Shareholders who are not resident in and citizens of the UK may

be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons

who are not resident in the UK should inform themselves of, and observe, any applicable legal or regulatory

requirements of their jurisdictions.

In particular, the ability of persons who are not resident in the United Kingdom to execute Second Forms of

Acceptance and Election in connection with the Revised Offer; and persons who are not resident in the United

Kingdom to receive New PHP Shares in part consideration pursuant to terms of the Combination, may be affected

by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable

restrictions 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 Combination disclaim any responsibility or liability

for the violation of such restrictions by any person. Further details in relation to Overseas Shareholders are

contained in the Original Offer Document and the Revised Offer Document.

Unless otherwise determined by PHP or required by the Takeover Code, and permitted by applicable law and

regulation, the Revised Offer will not be made available, in whole or in part, directly or indirectly, in, into or from a

Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may accept the

Revised Offer by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other

jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.

Copies of this Announcement and any formal documentation relating to the Combination are not being, and must

not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted

Jurisdiction and persons receiving such documents (including, without limitation, agents, custodians, nominees

and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction.

Doing so may render invalid any related purported acceptance of the Revised Offer. Unless otherwise determined

by PHP and permitted by applicable law and regulation, the Revised Offer may not be made, directly or indirectly,

in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or

other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a

national, state or other securities exchange of any Restricted Jurisdiction, and the Revised Offer may not be

capable of acceptance by any such use, means, instrumentality or facilities.

The New PHP Shares to be issued pursuant to the Revised Offer have not been and will not be registered under

the relevant securities laws of or with any securities regulatory authority of any Restricted Jurisdiction. Accordingly,

the New PHP Shares may not be offered, sold or delivered, directly or indirectly, in or into any Restricted

Jurisdiction nor to any U.S. Person or Restricted Overseas Person, except pursuant to exemptions from the

registration requirements of any such jurisdiction.

Further details in relation to Overseas Shareholders are included in the Original Offer Document and Revised

Offer Document and Assura Shareholders are advised to read carefully the Original Offer Document and Revised

Offer Document.

The Combination is subject to English law, the applicable requirements of the Companies Act, the Takeover Code,

the Panel, the UK Listing Rules, the Market Abuse Regulation, the FCA, the London Stock Exchange, the

Registrar of Companies, the Johannesburg Stock Exchange, the JSE Listing Requirements and applicable

securities law.

The information contained in this Announcement constitutes factual advice as contemplated in section 1(3)(a) of

the South African Financial Advisory and Intermediary Services Act, 37 of 2002, as amended ("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, 19 of 2012, as amended) that any particular transaction in respect of the

Combination, 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. PHP 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, 19 of 2012, as amended.

Notice relating to the United States

This Announcement is not intended to, and does not, constitute or form part of any offer or invitation to purchase,

otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or

approval in any jurisdiction pursuant to the Revised Offer or otherwise. The Combination will be made solely

through the Original Offer Document and the Revised Offer Document which will contain the full terms and

conditions of the Combination, including details of how the Combination may be accepted. Any acceptance or

other response to the Combination should be made only on the basis of the information in the Original Offer

Document and the Revised Offer Document.

The Combination relates to the shares of an English company and is subject to UK procedural and disclosure

requirements that are different from certain of those of the United States. The financial statements and other

financial information included in this Announcement have been prepared in accordance with non-U.S. accounting

standards that may not be comparable to the financial statements of U.S. companies or companies whose

financial statements are prepared in accordance with generally accepted accounting principles in the United

States. It may be difficult for U.S. holders of shares to enforce their rights and any claims they may have arising

under the U.S. federal securities laws in connection with the Combination, since PHP and Assura are located in

countries other than the United States, and all or some of their officers and directors may be residents of countries

other than the United States. U.S. holders of shares in PHP or Assura may not be able to sue PHP, Assura or

their respective officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be

difficult to compel PHP, Assura and their respective affiliates to subject themselves to the jurisdiction or judgment

of a U.S. court.

The New PHP Shares have not been and will not be registered under the U.S. Securities Act or under the

securities laws of any state or other jurisdiction of the United States and may not be offered, taken up, sold, resold,

delivered, pledged, renounced, distributed or otherwise transferred, directly or indirectly, in or into the United

States or to, or for the account or benefit of, any U.S. Person except in transactions exempt from, or not subject

to, the registration requirements of the U.S. Securities Act and in compliance with any applicable securities laws

of any state or other jurisdiction of the United States.

None of the New PHP Shares, the Original Combined Circular and Prospectus, the Supplementary Prospectus',

the Original Offer Document, the Revised Offer Document, the Second Form of Acceptance or any other offering

document has been approved or disapproved by the SEC, any state securities commission in the United States

or any other U.S. regulatory authority, nor have such authorities passed upon or determined the adequacy or

accuracy of the information contained in any of those documents or passed upon or endorsed the merits of the

Combination. Any representation to the contrary is a criminal offence in the United States.

The Combination is being implemented by way of a takeover offer within the meaning of the Companies Act. The

Revised Offer is not be subject to the disclosure and other procedural requirements of Regulation 14D under the

U.S. Exchange Act. If made into the United States, the Revised Offer will be made in accordance with applicable

requirements of Regulation 14E under the U.S. Exchange Act. However, the Revised Offer qualifies for "Tier II"

exemptions from the tender offer rules included in Regulation 14E under the U.S. Exchange Act. Accordingly, the

Revised Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal

rights, offer timetable, settlement procedures and timing of payments that may be different from those applicable

under U.S. domestic tender offer procedures and law.

No document relating to the Revised Offer or the Combination will be posted into the United States, but a "qualified

institutional buyer" (as such term is defined in Rule 144A promulgated under the U.S. Securities Act) may be

permitted, at PHP's sole discretion, to participate in the Revised Offer upon establishing its eligibility as an Eligible

U.S. Holder (as defined in the Original Offer Document (as amended by the Revised Offer Document)). PHP will

require the provision of a letter by Eligible U.S. Holders (and may require the provision of a letter by subsequent

transferees in the United States) with such acknowledgements, warranties, and representations to and

agreements with PHP, as PHP may require, to, among other things, confirm compliance with applicable laws as

well as other supporting documentation. PHP will refuse to issue or transfer New PHP Shares to investors that do

not meet the foregoing requirements.

The receipt of consideration pursuant to the Revised Offer by an Eligible U.S. Holder may be a taxable transaction

for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax

laws. Each Assura Shareholder is urged to consult its independent professional adviser immediately regarding

the tax consequences of accepting the Revised Offer.

In accordance with normal United Kingdom market practice and to the extent permissible under applicable law or

regulatory requirements, including Rule 14e-5 under the U.S. Exchange Act (to the extent applicable), PHP and

its affiliates or its brokers and its brokers' affiliates (acting as agents for PHP or its affiliates, as applicable) may

from time to time whilst the Revised Offer remains open for acceptance make certain purchases of, or

arrangements to purchase, Assura Shares outside the United States otherwise than under the Revised Offer,

such as in the open market or through privately negotiated purchases. Such purchases, or arrangements to

purchase, shall comply with applicable rules in the United Kingdom and the rules of the London Stock Exchange.

Details about any such purchases will be available from a Regulatory Information Service and will be available on

the London Stock Exchange website (www.londonstockexchange.com).

Publication on a website

A copy of this Announcement and the documents required to be published pursuant to Rule 26 of the Takeover

Code will be available at PHP's website at www.phpgroup.co.uk and Assura's website at

www.assuraplc.com/investor-relations/shareholder-information/offer-from-php promptly and in any event by no

later than 12 noon on the Business Day following this Announcement. The content of this website is not

incorporated into and does not form part of this Announcement

General

Investors should be aware that PHP may purchase Assura Shares otherwise than under the Revised Offer,

including pursuant to privately negotiated purchases.

Requesting hard copy documents

In accordance with Rule 30.3 of the Takeover Code, Assura Shareholders, persons with information rights and

participants in Assura Share Plans may request a hard copy of this Announcement by contacting PHP's company

secretary at cosec@phpgroup.co.uk. For persons who receive a copy of this Announcement in electronic form or

via a website notification, a hard copy of this Announcement will not be sent unless so requested. Such persons

may also request that all future documents, announcements and information to be sent to them in relation to the

Combination should be in hard copy form.

For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy

of this Announcement will not be sent unless so requested. Such persons may also request that all future

documents, announcements and information to be sent to them in relation to the Combination should be in hard

copy form.

Electronic communications

Please be aware that addresses, electronic addresses and certain other information provided by Assura

Shareholders, persons with information rights and other relevant persons for the receipt of communications from

Assura may be provided to PHP during the offer period as required under Section 4 of Appendix 4 of the Takeover

Code to comply with Rule 2.11

The Company has a primary listing on the London Stock Exchange and a secondary listing on the JSE Limited.

United Kingdom

Sponsor: PSG Capital

Date: 03-09-2025 03:00:00

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.


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