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Recommended Offer by Assura Group for AH Medical

19 Jan 2011 07:00

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR

FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION 19 January 2011 Recommended Offer by Assura Group Limited for the entire issued and to be issued share capital of AH Medical Properties plc The board of Assura and the Independent AHMP Directors are pleased to announcethat they have reached agreement on the terms of a recommended offer to be madeby Assura for the entire issued and to be issued share capital of AHMP.

The Acquisition will create the UK's largest listed primary care medical property and pharmacy group with property assets of £504 million, an internally-managed, cost-efficient operating structure and access to an attractive pipeline of future investment opportunities.

HIGHLIGHTS

* The Offer will be on the basis of 0.85 new Assura Shares for each AHMP Share * There is a cash alternative of 40 pence per AHMP Share, subject to the

aggregate amount of cash payable under the Cash Alternative being limited

to £10.5 million

* The Offer values each AHMP Share at 39.2 pence and the existing issued and

to be issued share capital (including the Convertible Loans) of AHMP at approximately £28.3 million1 * The Offer represents a premium1 of: - 22.5 per cent. over the Closing Price of an AHMP Share of 32 pence on 9

August 2010 (being the last Business Day prior to the commencement of the

Offer Period); and - 3.2 per cent. over the Closing Price of an AHMP Share of 38 pence on 18 January 2011 (being the last Business Day prior to the date of this announcement) * The Assura Directors believe that the Acquisition will be earnings per share enhancing in the first full year following completion2 * Assura has received irrevocable undertakings to accept, or procure the

acceptance of, the Offer from certain AHMP Shareholders in respect of, in

aggregate, 50,024,603 AHMP Shares, representing approximately 76.2 per

cent. of AHMP's existing issued share capital. As 41,031,747 AHMP Shares

are additionally subject to irrevocable undertakings not to elect for the

Cash Alternative, the Cash Alternative is sufficient for all other AHMP

Shareholders to receive their entire consideration in cash should they so

elect

* Assura is proposing to raise approximately £11.4 million (before expenses)

by way of the Open Offer and approximately £12.0 million (before expenses)

by way of the Firm Placing through the issue of 52.1 million new Assura

Shares at 45 pence per share in order to provide funding for the Cash

Alternative, for future acquisition and development opportunities for the

Enlarged Group and for the costs of the acquisition * Assura has also entered into a number of arrangements with Ashley House whereby, subject to the satisfaction or waiver of certain conditions

(including the approval of the Independent AHMP Shareholders), Assura will:

- acquire three development properties from Ashley House;

- grant a period of exclusivity to Ashley House to undertake due diligence into

Assura's LIFT operations (but not investments);

- receive a right of first refusal to acquire all future projects developed by

Ashley House for a period of six months;

- make a loan to a joint venture special purpose vehicle established by AHMP

and Ashley House to develop land at Scarborough; and

- conditional upon the Offer becoming unconditional in all respects, terminate

Ashley House's existing asset management agreement with AHMP. * The Independent AHMP Directors, who have been so advised by Altium, consider the terms of the Offer to be fair and reasonable and will unanimously recommend that all AHMP Shareholders accept the Offer

Commenting on the Offer, Rodney Baker-Bates, Chairman of Assura, said:

"This transaction, which is expected to be earnings enhancing, will create theleader in the UK primary healthcare property investment market. It combines twohigh quality medical property portfolios generating excellent returns andenables us to deliver improved value to existing and new shareholders byleveraging our cost-effective, internally-managed structure. We are alsopleased to benefit from AHMP's three development opportunities, as well as thepipeline provided from our arrangements with Ashley House."

Commenting on the Offer, John Gunn, Chairman of AHMP, said:

"The Board is pleased to have delivered a positive outcome for shareholders since the business' inception in late 2004 and particularly since early 2007, when new shareholders came on board. Since 2008 the commercial property and indeed financial markets have been difficult so to have come through such a period and delivered a positive total shareholder return is a source of satisfaction."

There will be a conference call for investors and analysts at 9.00 a.m. today. For details, call Mo Noonan at Financial Dynamics on 020 7831 3113.

1 Based on the value of an Assura Share at the Closing Price of 46.125 pence on 18 January 2011 (being the last Business Day prior to the date of this announcement).

2 Nothing in this announcement is intended, or is to be construed, as a profitforecast or should be interpreted to mean that earnings per Assura Share forthe current or future financial years will match or exceed the historicalearnings per Assura Share.Enquiries:Assura Group Limited 01928 737000 Nigel Rawlings, CEO

Conor Daly, Company Secretary

Cenkos Securities 020 7397 8900 Ian Soanes Adrian Hargrave Investec 020 7597 5970 Gary Clarence Daniel Adams Financial Dynamics 020 7831 3113 Ben Atwell Ben Brewerton AH Medical Properties plc 020 3170 0820 Bruce Walker, CEO Altium 0845 505 4343 Adrian Reed Simon Lord Citigate Dewe Rogerson 020 7638 9571 Sarah Gestetner Ged Brumby This summary should be read in conjunction with the full text of thisannouncement and the Appendices. The conditions to and certain further terms ofthe Offer are set out in Appendix 1. The sources and bases of certain financialinformation contained in this announcement are set out in Appendix 2. Detailsof the irrevocable undertakings received by Assura in relation to the Offer areset out in Appendix 3. Certain definitions and terms used in this announcementare set out in Appendix 4.Cenkos, which is authorised and regulated in the United Kingdom by the FSA, isacting exclusively for Assura and no one else in connection with the Offer andthe Placing and Open Offer and will not be responsible to anyone other thanAssura for providing the protections afforded to its clients nor for providingadvice in relation to the Offer and the Placing and Open Offer or any othermatter described in this announcement.Investec, which is authorised and regulated in the United Kingdom by the FSA,is acting exclusively for Assura and no one else in connection with the Placingand Open Offer and will not be responsible to anyone other than Assura forproviding the protections afforded to its clients nor for providing advice inrelation to the Placing and Open Offer or any other matter described in thisannouncement.Lazard, which is authorised and regulated in the United Kingdom by the FSA, isacting exclusively for Somerston and no one else in connection with the Offerand the Placing and Open Offer and will not be responsible to anyone other thanSomerston for providing the protections afforded to its clients nor forproviding advice in relation to the Offer and the Placing and Open Offer or anyother matter described in this announcement.Altium, which is authorised and regulated in the United Kingdom by the FSA, isacting exclusively for AHMP and no one else in connection with the Offer andwill not be responsible to anyone other than AHMP for providing the protectionsafforded to its clients nor for providing advice in relation to the Offer orany other matter described in this announcement.This announcement is not intended to, and does not, constitute or form part ofany offer, solicitation of an offer to purchase, or an invitation to purchase,otherwise acquire, subscribe for, sell or otherwise dispose of, any securitiesor the solicitation of any vote or approval in any jurisdiction pursuant to theOffer, the Placing and Open Offer or otherwise. This announcement does notconstitute a prospectus or a prospectus equivalent document and the New AssuraShares are not being offered to the public by means of this announcement. AHMPShareholders and Assura Shareholders are advised to read carefully the formaldocumentation in relation to the Offer and the Placing and Open Offer once

ithas been dispatched.Overseas jurisdictionsThe release, publication or distribution of this announcement in certainjurisdictions other than the United Kingdom may be restricted by law. Theavailability of the New Assura Shares under the terms of the Offer (if made)and the Placing and Open Offer to persons who are not resident in and citizensof the United Kingdom may be affected by the laws of the relevant jurisdictionsin which they are located. Persons who are not resident in the United Kingdomor who are subject to the laws and regulations of any jurisdiction other thanthe United Kingdom should inform themselves of, and observe, any applicablerequirements. This announcement has been prepared for the purposes of complyingwith English law and the Code and the information disclosed may not be the sameas that which would have been disclosed if this announcement had been preparedin accordance with the laws and regulations of any jurisdiction outside ofEngland.Unless otherwise determined by Assura or required by the Code and permitted byapplicable law and regulation, copies of this announcement are not being, andmust not be, directly or indirectly, mailed, transmitted or otherwiseforwarded, distributed or sent in, into or from any jurisdiction where to do sowould constitute a breach of the securities laws in that jurisdiction. Anyperson (including, without limitation, any custodian, nominee and trustee) whowould, or otherwise intends to, or who may have a contractual or legalobligation to, forward this announcement and/or any other related document toany jurisdiction outside the United Kingdom should inform themselves of, andobserve, any applicable legal or regulatory requirements of their jurisdiction.This announcement is not an offer of securities for sale in the United Statesand the New Assura Shares, which will be issued in connection with the Offer(if made) and the Placing and Open Offer, have not been, and will not be,registered under the US Securities Act 1933 or under the securities law of anystate, district or other jurisdiction of the United States, Canada, Japan,Australia or the Republic of South Africa (Restricted Territories) and noregulatory clearance in respect of the New Assura Shares has been, or will be,applied for in any jurisdiction other than the United Kingdom.The New Assura Shares may not be offered, sold, or delivered, directly orindirectly, in, into or from the United States except pursuant to an applicableexemption from, or in a transaction not subject to, the registrationrequirements of the US Securities Act 1933 or such other securities laws. TheNew Assura Shares may not be offered, sold or delivered, directly orindirectly, in, into or from any Restricted Territory or to, or for the accountor benefit of, any Restricted Overseas Persons except pursuant to an applicableexemption from, or in a transaction not subject to, applicable securities lawsof those jurisdictions.Forward-looking statementsThis announcement may contain forward-looking statements that are subject torisks and uncertainties. Generally, the words `will', `may', `should',`continue', `believes', `expects', `intends', `anticipates' or similarexpressions identify forward-looking statements. The forward-looking statementsinvolve risks and uncertainties that could cause actual results to differmaterially from those expressed in the forward-looking statements. Many ofthese risks and uncertainties relate to factors that are beyond the companies'abilities to control or estimate precisely, such as future market conditions,changes in the regulatory environment and the behaviours of other marketparticipants, and, therefore, undue reliance should not be placed on suchstatements which speak only as at the date of this announcement. None ofAssura, any member of the Assura Group, AHMP or any member of the AHMP Groupcan give any assurance that such forward-looking statements will prove to havebeen correct. The reader is cautioned not to place undue reliance on theseforward-looking statements, which speak only as at the date of thisannouncement. None of Assura, any member of the Assura Group, AHMP or anymember of the AHMP Group assumes any obligation to update or revise publiclyany of the forward-looking statements set out herein, whether as a result ofnew information, future events or otherwise, except as required pursuant toapplicable law.Nothing contained herein shall be deemed to be a forecast, projection orestimate of the future financial performance of any member of the Assura Group,the AHMP Group or the Enlarged Group following completion of the Offer unlessotherwise stated.

Dealing disclosure requirements

Under Rule 8.3(a) of the Code, any person who is "interested" in 1 per cent. ormore of any class of "relevant securities" of an offeree company or of anypaper offeror (being any offeror other than an offeror in respect of which ithas been announced that its offer is, or is likely to be, solely in cash) mustmake an Opening Position Disclosure following the commencement of the "offerperiod" and, if later, following the announcement in which any paper offeror isfirst identified. An Opening Position Disclosure must contain details of theperson's interests and short positions in, and rights to subscribe for, any"relevant securities" of each of (i) the offeree company and (ii) any paperofferor(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 10thbusiness day following the commencement of the offer period and, ifappropriate, by no later than 3.30 p.m. (London time) on the 10th business dayfollowing the announcement in which any paper offeror is first identified.Relevant persons who deal in the "relevant securities" of the offeree companyor of a paper offeror prior to the deadline for making an Opening PositionDisclosure must instead make a Dealing Disclosure.Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1per cent. or more of any class of "relevant securities" of the offeree companyor of any paper offeror must make a Dealing Disclosure if the person "deals" inany "relevant securities" of the offeree company or of any paper offeror. ADealing Disclosure must contain details of the "dealing" concerned and of theperson's interests and short positions in, and rights to subscribe for, any"relevant securities" of each of (i) the offeree company and (ii) any paperofferor, save to the extent that these details have previously been disclosedunder Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies mustbe made by no later than 3.30 p.m. (London time) on the business day followingthe 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 relevantsecurities" of an offeree company or a paper offeror, they will be deemed to bea single person for the purpose of Rule 8.3.Opening Position Disclosures must also be made by the offeree company and byany 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 (seeRules 8.1, 8.2 and 8.4).Details of the offeree and offeror companies in respect of whose "relevantsecurities" Opening Position Disclosures and Dealing Disclosures must be madecan be found in the Disclosure Table on the Takeover Panel's website atwww.thetakeoverpanel.org.uk, including details of the number of "relevantsecurities" in issue, when the "offer period" commenced and when any offerorwas first identified. If you are in any doubt as to whether you are required tomake an Opening Position Disclosure or a Dealing Disclosure, you should contactthe Panel's Market Surveillance Unit on +44 (0)20 7638 0129.Terms in quotation marks in this section (Dealing disclosure requirements) aredefined in the Code, which can also be found on the Panel's website. If you arein any doubt as to whether or not you are required to disclose a "dealing"under Rule 8, you should consult the Panel.

A copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Territories, for inspection on Assura's website at www.assuragroup.co.uk and on AHMP's website at www.medicalproperties.co.uk by no later than 12.00 p.m. (London time) on 19 January 2011.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR

FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION Recommended Offer by Assura Group Limited for the entire issued and to be issued share capital of AH Medical Properties plc 1. IntroductionThe board of Assura and the Independent AHMP Directors are pleased to announcethat they have reached agreement on the terms of a recommended offer to be madeby Assura for the entire issued and to be issued share capital of AHMP.

The Acquisition will create the UK's largest listed primary care medical property and pharmacy group with property assets of £504 million, an internally-managed, cost-efficient operating structure and access to an attractive pipeline of future investment opportunities.

2. The Offer

The Offer, which will be made on and subject to the terms and conditions setout in Appendix 1 to this announcement and the further terms and conditions tobe set out in the Offer Document and the Form of Acceptance, will be made byAssura on the following basis: for each AHMP Share 0.85 new Assura Shares The Offer values each AHMP Share at 39.2 pence and the existing issued and tobe issued share capital (including the Convertible Loans) of AHMP atapproximately £28.3 million based on the Closing Price of 46.125 pence of anAssura Share on 18 January 2011 (being the last Business Day prior to the dateof this announcement). The Offer represents a premium of approximately 22.5 percent. over the Closing Price of an AHMP Share of 32 pence on 9 August 2010(being the last Business Day prior to the commencement of the Offer Period) andapproximately 3.2 per cent. over the Closing Price of 38 pence of an AHMP Shareon 18 January 2011 (being the last Business Day prior to the date of thisannouncement).Full acceptance of the Offer will result in the issue of up to 55,833,558Consideration Shares by Assura, representing approximately 13.1 per cent. ofAssura's enlarged issued share capital assuming (i) no elections are made byAHMP Shareholders for cash under the Cash Alternative; (ii) the issue of26,666,667 Firm Placed Shares and 25,397,363 Open Offer Shares pursuant to thePlacing and Open Offer; and (iii) the issue of no other Assura Shares or AHMPShares after 18 January 2011 (being the latest practicable date prior to thedate of this announcement).

3. The Cash Alternative

As an alternative to receiving the consideration for their AHMP Shares in theform of new Assura Shares, AHMP Shareholders who validly accept the Offer willbe able to elect in respect of all or part of their holding of AHMP Shares toreceive cash under the Cash Alternative, in which case, such AHMP Shares shallbe acquired on the following basis: for each AHMP Share 40 pence in cash The Cash Alternative represents a premium of 25.0 per cent. to the ClosingPrice of an AHMP Share of 32 pence on 9 August 2010 (being the last BusinessDay prior to the commencement of the Offer Period) and approximately 5.3 percent. over the Closing Price of 38 pence of an AHMP Share on 18 January 2011(being the last Business Day prior to the date of this announcement).The aggregate cash available to all AHMP Shareholders who make a valid electionunder the Cash Alternative is limited to £10.5 million. As AHMP Shareholdersholding, in aggregate, 62.5 per cent. of AHMP's existing issued share capitalhave irrevocably undertaken to accept the Offer and not to elect for the CashAlternative, the valid elections of all remaining AHMP Shareholders for theCash Alternative will be satisfied in full.

The Cash Alternative will remain open until 3.00 p.m. (London time) on the First Closing Date (unless extended by Assura) and may not be available thereafter. The Cash Alternative will be conditional upon the Offer becoming or being declared unconditional in all respects.

4. Recommendation

The Independent AHMP Directors, who have been so advised by Altium, considerthe terms of the Offer to be fair and reasonable and to be in the bestinterests of AHMP Shareholders as a whole. In providing its advice to theIndependent AHMP Directors, Altium has taken into account the Independent AHMPDirectors' commercial assessment of the Offer.Accordingly, the Independent AHMP Directors unanimously recommend that all AHMPShareholders accept the Offer as the Independent AHMP Directors haveirrevocably undertaken to do in respect of their entire beneficial holdings inAHMP which amount to 1,742,856 AHMP Shares, representing, in aggregate, 2.7 percent. Of AHMP's existing issued ordinary share capital. Further details ofthese irrevocable undertakings (including details of the form of considerationthey have elected, or intend to elect, to receive if they have made such anelection or formed such an intention as at the date of this announcement), areset out in Appendix 3 to this announcement. The Independent AHMP Directors makeno recommendation as to the form of consideration which AHMP Shareholdersshould elect to receive as this will be dependent on an individualshareholder's personal circumstances. It may be appropriate for some existingAHMP Shareholders, particularly those to whom cash is important, to take thisopportunity to realise their investment in AHMP. Likewise, AHMP Shareholderswho wish to hold an investment in the Enlarged Group can do so by accepting theOffer and receiving new Assura Shares. In making their decision, AHMPShareholders should pay careful attention to the risk factors in relation toAssura, the New Assura Shares and the Enlarged Group and the additionalfinancial and other information regarding Assura to be contained in theProspectus which will accompany the Offer Document.

Each AHMP Shareholder should consider his own position carefully, and, if in any doubt, should consult his own professional advisers.

5. Further details of the Offer

The AHMP Shares will be acquired by Assura fully paid and free from all liens,equitable interests, charges, encumbrances, rights of pre-emption and otherinterests and third party rights together with all rights attaching to them,now or in the future, including the right to receive and retain all dividendsand other distributions (if any) declared, paid or made on or after the date ofthis announcement.The Consideration Shares will, when issued, be fully paid and rank pari passuin all respects with the Assura Shares in issue at the date of thisannouncement and the New Assura Shares to be issued pursuant to the Placing andOpen Offer described in paragraph 15 of this announcement.

Fractions of Consideration Shares will not be issued pursuant to the Offer. Entitlements to Consideration Shares pursuant to the Offer will be rounded down to the nearest whole number of Consideration Shares.

The Offer will extend to any AHMP Shares which are unconditionally allotted orissued and fully paid (or credited as fully paid) on the date on which theOffer is made together with any further AHMP Shares which are unconditionallyallotted or issued whilst the Offer remains open for acceptance (or by suchearlier date as Assura may, subject to the Code, decide).The Offer will be conditional, inter alia, on the approval by AssuraShareholders of the Acquisition Resolution at the Assura EGM and on Admissionof the Open Offer Shares and the Consideration Shares. Further information onthe Assura EGM is provided in paragraph 22 below.

6. Irrevocable undertakings

Assura has received irrevocable undertakings to accept, or procure theacceptance of, the Offer in respect of, in aggregate, 50,024,603 AHMP Shares,representing 76.2 per cent. Of AHMP's existing issued share capital. Theseinclude irrevocable undertakings to accept, or procure the acceptance of, theOffer and to make no election under the Cash Alternative in respect of, inaggregate, 41,031,747 AHMP Shares, representing 62.5 per cent. Of AHMP'sexisting issued share capital. All the above undertakings to accept the Offerremain binding in the event of a competing takeover offer for AHMP.

Further details of these irrevocable undertakings are set out in Appendix 3 to this announcement.

7. Background to and reasons for the Offer

The Assura Board has completed the return of Assura to being a profitable, dividend-paying company focused principally on its primary healthcare property and pharmacy businesses.

Assura's primary healthcare investment property portfolio has beenindependently valued at £341 million as at 30 September 2010 and has anannualised rent roll of £23.4 million. Assura's other property assets werevalued at £33 million as at that date. Assura also has a significant presencein the LIFT market and a profitable, growing, medical centre-based pharmacybusiness. Assura is an internally-managed company and, therefore, has no fundmanagement contract with an external asset manager. It has the in-houseexpertise and experience to manage the property portfolio, identify investmentopportunities and develop new properties. This enables Assura to operate andgrow its property portfolio in a cost-effective manner and the Assura Directorsconsider that the management team is capable of managing a larger portfolio ofproperties at modest incremental cost. The Assura Directors therefore considerthat the Enlarged Group will be able to make significant cost savings and thatthe Acquisition is expected to be earnings per share enhancing in the firstfull year following completion.AHMP has an externally managed primary healthcare property portfolio withstrong covenants and long lease lengths, which has been independently valued at£124.7 million with an annualised rent roll of £8.1 million, and which theAssura Directors believe is compatible with and enhances the Assura portfolio.The Assura Board considers that investors in the Enlarged Group will benefitfrom being shareholders in a larger business with an increased presence in thehealthcare property marketplace, more cost-effective operations, a morediversified shareholder base and improved access to funding. The Enlarged Groupwill continue to benefit from the support of profitable pharmacy operations andbe able to pay sustainable and growing dividends. 1

The Assura Board also considers that, through the Acquisition and ongoing relationships with Ashley House arising from its history as asset manager of and design and build main contractor for AHMP, Assura will benefit from increased access to development opportunities in the primary healthcare sector.

8. Background to and reasons for the Independent AHMP Directors recommending t he Offer

In September 2004, AHMP was established as Ashley House Properties Limited withthe intention of building up a portfolio of new purpose-built healthcareproperties. Originally a stapled security to the shares of Ashley House, AHMPchanged its name to AH Medical Properties plc in January 2007 when the shareswere de-stapled from Ashley House shares and admitted to trading on PLUSMarkets, where the stapled stock had previously traded. Ashley House wasseparately admitted to trading on the AIM market operated by the London StockExchange at the same time.Since admission to PLUS Markets, AHMP has continued to grow through acombination of acquisitions and forward funding of new primary care propertiesthrough its strategic relationship agreement with Ashley House. As at 31October 2010 AHMP owned a portfolio of 52 properties in England and Scotlandwith an annualised rent roll of £8.1 million and a capital value of £124.7million. Three further properties are currently under construction with costsincurred up to 31 October 2010 amounting to £4.9m. The portfolio is 100 percent. let with zero voids and has 93 per cent. of its rent paid directly orindirectly by the NHS. The AHMP portfolio was the top performing portfolio inthe IPD UK Healthcare Property Index in 2009.Whilst the AHMP Directors believe that the business is performing well, with ahigh-quality modern purpose built portfolio, stable cash flows, a rising rentroll, no significant tenant covenant risk and (for the most part) 20 year fixeddebt, AHMP Shares have continued to trade at a discount to their net assetvalue.

As some of the listed peers of AHMP trade at a premium to their net asset value, the AHMP Directors have continued to examine the options available to eradicate the discount to net asset value at which AHMP Shares trade, in conjunction with other means of delivering shareholder value.

These options have included pursuing a significant fundraising and change ofmarket on which AHMP Shares are traded to deal with the problems of scale andpoor liquidity, which they believe have affected the rating of AHMP's shares aswell as entertaining offers from third parties for AHMP.Between February and May 2010, following receipt of an unsolicited approachfrom a party other than Assura, the AHMP Board engaged in discussions regardinga potential offer for AHMP. The potential approach was withdrawn without aformal offer being made when it became clear that it was not deliverable on theproposed terms, which did not include a cash alternative.The AHMP Directors have committed significant time to exploring the likelihoodof achieving a successful fundraising with AHMP as an independent entity.However, while the AHMP Directors believe the defensive characteristics ofAHMP's business model should represent an attractive long-term investmentopportunity given current equity market volatility, advice received by the AHMPDirectors suggests that uncertainty surrounds the success of a fundraising andthat any fundraising might only be achievable at a discount to the NAV per AHMPShare.The terms of the Offer are broadly comparable to the terms of the previousfailed approach but importantly include the addition of a committed CashAlternative at 40 pence, which provides AHMP Shareholders the option to receivecash for some or all of their AHMP Shares which the previous approach did not.Those AHMP Shareholders who validly accept the Offer and do not elect toreceive all of their consideration as cash under the Cash Alternative, andtherefore receive new Assura Shares as consideration, will be investing in anenlarged group with pro forma combined property assets of approximately £504million, making it the largest listed primary care investment property companyin the UK. In addition, the Independent AHMP Directors believe that the AssuraShares benefit from greater liquidity than AHMP Shares through being listed onthe main market of the London Stock Exchange. There is clear support for theOffer from AHMP's major shareholders who have provided irrevocable commitmentsto accept, or procure the acceptance of, the Offer in respect of, in aggregate,76.2 per cent. of AHMP's existing issued share capital, which make the Offerhighly deliverable.Stephen Minion, Executive Deputy Chairman of AHMP, by virtue of his position asa director of Ashley House, which has been involved in separate commercialnegotiations with the Assura Board regarding its future trading relationshipwith the Enlarged Group, is not considered to be independent for the purpose ofconsidering the recommendation of the Offer and has absented himself from alldeliberations of the AHMP Board in connection with the recommendation of theOffer. Further details of the Ashley House Arrangements are set out below inparagraph 13 of this announcement.The Offer provides an opportunity for AHMP Shareholders to exchange their AHMPShares for shares in Assura which the Independent AHMP Directors believe shouldprovide AHMP Shareholders with greater liquidity than is currently available tothem in respect of their AHMP Shares by virtue of Assura's main market listing.Therefore, those AHMP Shareholders may be able to realise their investment inAHMP more readily, within a reasonable time frame. In addition, the CashAlternative provides AHMP Shareholders with the opportunity to realise theirinvestment in AHMP for cash without incurring dealing costs.

9. Information on Assura

Assura operates across four core divisions: Property Investment, Property Development, LIFT and Pharmacy.

Property Investment

As at 30 September 2010, the Assura Group owned 113 completed medical centreinvestment properties around the UK. Assura's portfolio is characterised bylong leases, with the payment of rent for GP surgeries generally reimbursed bythe NHS. Initial lease terms are typically 20-25 years and as at 30 September2010, the weighted average lease length was 16.6 years. As at this date,approximately 85 per cent. Of the rents were receivable from the NHS via PCTsor GP practices whose rent payments are reimbursed by PCTs and the annualisedrent roll stood at £23.4 million.Assura's investment property portfolio has been valued by Savills as at 15December 2010 at £330.9 million, equivalent to an average net initial yield of5.98 per cent. This valuation is lower than the 30 September 2010 valuationprimarily due to the sale of three vacant properties and a further medicalcentre being vacated for relocation, although the investment portfolio showed amodest uplift overall following rent review settlements.

Property Development

Assura is an active developer of medical centre properties. Its policy is to only undertake developments that are substantially pre-let with fixed price build contracts or those subject to a price ceiling and funding agreed in advance and where the Assura Board is confident of achieving regular development gains going forward.

Assura currently has five development sites under construction which have beenvalued by Savills as at 15 December 2010 at an end value of £35.1 million. Inaddition, Assura has a land bank comprising 13 sites and 10 vacant buildingswhich have been valued by Savills as at 15 December 2010 at £12.5 million

and £2.9 million respectively.LIFT

Assura has investments in six LIFT companies, five of which are managed by theAssura Group. These companies are public/private partnerships which procure andsupply capital investment needed by public bodies and other healthcareproviders to deliver health and community services to the public.As at 30 September 2010 Assura has made subordinated debt investments acrossits LIFT portfolio of £8.3 million in aggregate. These investments comprise25-30 year fixed income loans yielding on average 12 per cent. Interest perannum. Assura also has equity interests in each of the six LIFT companies.

Assura also provides management, property development and health planning services to LIFT companies and PCTs through its LIFT operations, which are the subject of non-binding heads of terms between Assura and Ashley House as described in paragraph 13 below of this announcement.

Pharmacy

As at 30 September 2010, Assura owned and operated a portfolio of 27 pharmaciesacross the UK which are predominantly located within primary healthcarecentres. In addition, Assura has a 50 per cent. Interest in seven pharmaciesowned in a joint venture with GP Care Limited branded `GP Care Pharmacy' andlocated in the South West of England, near Bristol.

Assura expects to continue to be able to add value to the business through the opening of new pharmacies, store developments, growth in existing stores, further efficiency savings and productivity improvements.

Other investments

Assura owns a 24.9 per cent. Stake in Virgin Healthcare Holdings Limited, which operates a network of GP Provider Organisations (GPCos) in England.

General

For the six months ended 30 September 2010, Assura reported turnover of £30.7million (2009 (restated): £26.4 million) with an operating profit of £16.7million (2009 (restated): £7.5 million) and a profit before revaluation ofderivative financial instruments and tax of £9.5 million (2009: £1.5 million).As at 30 September 2010, Assura had net assets of £149.8 million, equivalent to48.9p (31 March 2010: 52.7p) per Assura Share and adjusted net assets of £198.6million (31 March 2010: £186.5 million), equivalent to 64.8p (31 March 2010:60.9p) per Assura Share on a fully diluted basis.For the year ended 31 March 2010, Assura reported an operating profit of £9.2million (2009 (restated): loss of £61.1 million) on turnover of £55.8 million(2009 (restated): £47.6 million).

10. Current trading of Assura

On 23 November 2010, Assura released its interim results for the six months ended 30 September 2010 in which it said:

"The Group has a growing investment portfolio that continues to perform well inboth valuation and rental growth. Profitable developments are adding to theportfolio with two schemes completed in the period and five currently on sitein the course of construction.

The Group also benefits from sound LIFT investments that it is adding to steadily with two major schemes under construction."

"The pharmacy division had a very strong first half and produced an operatingprofit of £1.4 million on turnover of £16.8 million in its wholly-ownedpharmacies. Although recent NHS pricing adjustments threaten to impair marginsand reduce profitability in the second half, the Board anticipates that thiswill be partly mitigated through our focus on generating enhanced buying terms,productivity improvements and further organic growth."

"The Board believes that the Group is now well positioned for growth and sustainable dividend payments as a result of its high quality portfolio of property and LIFT investments and pharmacies providing continuing growth."

Since this date Assura has continued to trade in line with the Assura Directors' expectations.

11. Information on AHMP

AHMP is a property investment company whose shares are admitted to trading onPLUS Markets. AHMP's principal activity is the purchase and management ofproperty primarily involving medical facilities delivering NHS-led primarycare. AHMP has a growing portfolio of medical centres, some with on-sitepharmacies and let, for the most part, to GPs and PCTs. AHMP's properties arealmost entirely purpose built and are typically on new 20 or 25 year leaseswith three yearly rent reviews. The portfolio is 100 per cent. Let with zerovoids and has 93 per cent. Of its rent paid directly or indirectly by the NHS.The average unexpired lease term is currently 18.1 years.The entire AHMP property portfolio is managed by Ashley House, a primary careinfrastructure company which provides design and build, project management andasset management services to the primary care sector from eight offices aroundthe UK. Following completion of the Acquisition, Ashley House's role as managerwill be terminated (see paragraph 13 `Ashley House Arrangements' below).As at 15 December 2010, the AHMP property portfolio comprised 52 properties inEngland and Scotland, with an annualised rent roll of £8.1 million, which havebeen valued by DTZ at £124.7 million as at this date, equating to an averagenet initial yield of 5.8 per cent.For the six months ended 31 October 2010, AHMP reported profit before taxincluding property revaluation surplus of £1.5 million (2009: £6.7 million) onturnover of £4.0 million (2009: £3.2 million). At this date, net assets were £25.7 million (2009: £21.4 million). For the year ended 30 April 2010, AHMPreported profit before tax including property revaluation surplus of £10.6million (2009: loss of £8.3 million) on turnover of £7.0 million (2009: £6.0million). At this date, net assets were £25.1 million (2009: £16.5 million).

12. Current trading of AHMP

The interim results of AHMP for the six months ended 31 October 2010 announcedthis morning showed a 22 per cent increase in rental revenue to £4.0m (2009: £3.2m) and trading profit up 5 per cent. To £0.53m (2009: £0.50m). The adjustednet asset value per share has increased to 44.4p (2009: 42.8p).AHMP continues to trade comfortably on an operating basis with rental incomehaving grown from new property acquisitions and from positive rent reviews inthe existing portfolio. New primary health properties were completed at Witham (Essex) andSutton-in-Ashfield (Nottinghamshire) and an extension to an existing propertyat Garstang in Lancashire was completed between 1 May 2010 and 31 October2010. As at 31 October 2010, the annualised rent roll for the AHMP Group's 52properties was £8.1 million and their aggregate value was £124.7m.

Construction work continues on three new primary care property schemes at Crawcrook (Tyne & Wear), Stanwell (Surrey) and Cowplain (Hampshire). These three schemes have a total acquisition cost of £9.9 million.

13. Ashley House Arrangements

Assura and Ashley House have entered into a number of conditional arrangements and agreements as follows:

Termination of Asset Management Agreement

Ashley House presently provides a range of property development, investmentmanagement and property management services to AHMP under an investmentmanagement agreement. Assura regards Ashley House as an important partner andwishes to maintain a relationship with Ashley House in the future. As aninternally-managed property investor, Assura is able to perform many of theservices currently provided by Ashley House to AHMP and therefore Ashley Houseand Assura have agreed that upon completion of the Acquisition the assetmanagement agreement between Ashley House and AHMP will be terminated withimmediate effect and that Ashley House will receive a payment of £1.5 million.

Acquisition of three new developments

Assura has reached agreement with Ashley House in relation to the acquisitionand funding by Assura of three development projects currently being undertakenby Ashley House. These developments are at Corfe Castle, Balsall Common andSilsden. The aggregate consideration for these three development properties is£9.2 million.

The purchase of Silsden and Balsall will be undertaken through the acquisition of special purpose vehicles in which the properties will be held at completion.

Framework Agreement in relation to development pipeline

Ashley House has granted Assura a right of first refusal for a period of sixmonths from the completion of the Acquisition to acquire all third partyprimary care property projects (excluding LIFT developments) which aredeveloped by Ashley House on arm's length commercial terms. If Assura were toexercise its right of first refusal to acquire an Ashley House developmentproject, Assura would typically acquire the land relating to the project (orthe special purpose vehicle in which it is held) and enter into a design andbuild contract with Ashley House. Any such design and build contract would be astandard form Joint Contracts Tribunal design and build contract accompanied byusual warranties or in the form of the development agreements being enteredinto for the development of the above properties. No fee is payable by Assurato Ashley House for the granting of the right of first refusal.

Assura's LIFT operations

Assura and Ashley House have agreed non-binding heads of terms in relation tothe potential purchase by Ashley House of Assura's LIFT operations (other thanits LIFT investments) and, subject to the approval of the Independent AHMPShareholders (as described below), Ashley House will be granted a period ofexclusivity until 18 April 2011 to undertake due diligence and agree detailedterms for the purchase of those operations. The heads of terms envisage thatAshley House will pay an initial consideration of £0.75 million and deferredconsideration of up to £0.75 million depending upon the revenue of thatbusiness for the year ending 31 March 2012. Assura's LIFT operations (which aredistinct from its LIFT investment business, which is not included in theproposed transaction) provide management services to five of Assura's LIFTcompanies, generating revenue of £2.6 million in the year to 31 March 2010. Thenon-binding heads of terms recognise that the parties are yet to agree certainstructural aspects of the transaction and it should be emphasised that there isno certainty that any transaction will be entered into.

Investment in Scarborough Health Park Limited

Ashley House and AHMP are joint venture partners in a development inScarborough via SHPL, their joint venture company. Assura has conditionallyagreed to loan £0.4 million to the joint venture company in order to enablecertain outstanding design fees to be paid to Ashley House and Ashley House hasconditionally agreed to write off £0.4 million of those fees.

Independent AHMP Shareholder approval

As Ashley House is an AHMP Shareholder, the Code requires that each of theabove agreements is approved by the Independent AHMP Shareholders by vote on apoll. It should be noted, however, that the Offer is not conditional on theapproval of the Ashley House Arrangements by the Independent AHMP Shareholders.Assura and Ashley House have confirmed that there are no other arrangements inrelation to the Offer between the parties other than those disclosed in thisannouncement.Altium, which is acting as independent financial adviser to AHMP, considers theterms of the Ashley House Arrangements, for the purposes of Rule 16 of theCode, to be fair and reasonable as far as the Independent AHMP Shareholders areconcerned. In providing advice to the Independent AHMP Directors, Altium hastaken into account the commercial assessments of the Independent AHMPDirectors.

14. Financing of the Cash Alternative

The maximum amount of cash available under the Cash Alternative is £10.5 million. This will be funded through the proceeds of the fully-underwritten Open Offer, which is expected to raise £11.4 million (before expenses).

As AHMP Shareholders holding, in aggregate, 62.5 per cent. Of AHMP's existingissued share capital have irrevocably undertaken to accept the Offer and not toelect to receive the Cash Alternative, the cash available under the CashAlternative is sufficient for all other AHMP Shareholders to receive theirentire consideration in cash should they so elect.

Cenkos is satisfied that sufficient resources are available to Assura to satisfy in full the cash consideration payable to AHMP Shareholders under the Cash Alternative.

15. The Placing and Open Offer

Assura is proposing to raise approximately £23.4 million (before expenses)pursuant to the Placing and Open Offer which has been fully underwritten byInvestec. The Open Offer is expected to raise approximately £11.4 million(before expenses) and is not conditional on the success of the Offer. In theevent that the Offer does not become unconditional in all respects, the netproceeds of the Open Offer of approximately £11.0 million will be retained bythe Company to fund future property acquisitions and developments within themedical property sector (including those outlined above with Ashley House), aswell as to strengthen the Company's balance sheet.

The Firm Placing is expected to raise approximately £12.0 million (before expenses) and is conditional, inter alia, on the Offer having become unconditional in all respects (other than in relation to Admission of the Open Offer Shares and the Consideration Shares).

The proceeds of the Firm Placing will be used for the equity component of thefunding of the acquisition of three development projects from Ashley House andthe costs of the Acquisition which includes the £1.5 million fee payable toAshley House as a result of the termination of the asset management agreementbetween Ashley House and AHMP. If the Firm Placing does not proceed, existingcash resources will be used. The balance of the net proceeds of the Placing andOpen Offer (including the amount by which aggregate elections under the CashAlternative are less than £10.5 million) will be retained by the Company tofund future property acquisitions and developments within the medical propertysector, as well as to strengthen the Company's balance sheet.

The Open Offer

The Open Offer provides Qualifying Assura Shareholders with an opportunity tosubscribe for Open Offer Shares pro rata to their current holdings at the IssuePrice of 45 pence per share. Cenkos and Investec, as agents for the Company,have conditionally placed the Open Offer Shares with institutional investors atthe Issue Price subject to clawback to satisfy valid applications fromQualifying Assura Shareholders under the Open Offer.The Issue Price represents a discount of 2.4 per cent. To the Closing Price of46.125 pence on 18 January 2011 (being the last Business Day prior to the dateof this announcement).

The Open Offer Shares will be offered to Qualifying Assura Shareholders on the following basis:

2 Open Offer Shares for every 25 Assura Shares

held at the record date for the Open Offer and so in proportion for any other number of existing Assura Shares then held.

Entitlements to Open Offer Shares will be rounded down to the nearest whole number of Open Offer Shares. Any resulting fractions of Open Offer Shares will be aggregated and subscribed for under the Placing for the benefit of the Company.

The Firm Placing

Cenkos and Investec, as agents for the Company, have conditionally placed theFirm Placed Shares with institutional investors at the Issue Price of 45 penceper Ordinary Share pursuant to the Placing Agreement. The Firm Placed Sharesare not subject to clawback and therefore do not form part of the Open Offer.

Conditions of the Placing and Open Offer

The Open Offer, including the placing of the Open Offer Shares subject toclawback, is conditional, inter alia, upon: (i) all conditions relating to theOpen Offer in the Placing Agreement having been fulfilled (other than inrelation to Admission of the Open Offer Shares); and (ii) Admission of the OpenOffer Shares becoming effective on or before the later of (a) the date falling50 business days after the date on which the Prospectus, Circular and OfferDocument are published and (b) the first to occur of (i) the date falling 30business days after the Offer becomes wholly unconditional and (ii) the date onwhich the Offer lapses or is withdrawn (or such later date and time as all ofthe Company, Cenkos and Investec may agree).The Firm Placing is conditional, inter alia, upon: (i) the passing of certainresolutions at the Assura EGM (or any valid adjournment thereof) including aresolution to approve the participation of Somerston in the Firm Placing; (ii)the Offer having become unconditional in all respects (other than in relationto Admission of the Open Offer and Consideration Shares); (iii) all otherconditions relating to the Firm Placing in the Placing Agreement having beenfulfilled or waived (other than in relation to Admission of the Firm PlacedShares); and (iv) Admission of the Firm Placed Shares and the ConsiderationShares becoming effective on or before 8.00 a.m. on the day that is thirtyBusiness Days after the day on which the Offer becomes or is declaredunconditional in all respects (save only for Admission of the Open Offer Sharesand the Consideration Shares) or such later date and/or time as the Company,Cenkos and Investec may in their discretion determine.The participation of Somerston, which is advised by Lazard, in the Firm Placingis a related party transaction by virtue of its current shareholding in Assurabeing in excess of 10 per cent. Of the Company's existing issued share capital,and is accordingly subject to the approval of the independent shareholders ofAssura which will be sought at the Assura EGM.

The EBT Placing

Concurrent with the Placing and Open Offer, Cenkos and Investec, as agents forJupiter Trustees Limited which beneficially holds Assura Shares in its capacityas the trustee of the EBT, have conditionally placed the 6,666,667 EBT Shareswith institutional investors at the Issue Price of 45 pence per EBT Share. TheEBT Placing is expected to raise approximately £3.0 million (before expenses)for the EBT and does not form part of the Placing and Open Offer. The netproceeds of the EBT Placing will be paid to the Company in settlement of anoutstanding loan.

16. Effects of the Proposals on Assura

The Assura Directors believe that the Proposals will enhance earnings perAssura Share in the first full year following their completion. This should notbe interpreted as a profit forecast or that the earnings per Assura Share forthe current or future financial years will match or exceed the historicalearnings per Assura Share.

Additionally, the Assura Directors believe that whilst the Proposals will significantly increase the net asset value of Assura, the Assura net asset value per share on a pro forma basis would decrease slightly as demonstrated in the table below:

Assura AHMP Placing and Acquisition Other Pro forma Open accounting Assura Offer assets Net assets 149.8 25.7 22.7 (12.2) 3.3 189.3 Ordinary 306,427,150 52,064,030 33,500,129 6,666,667 398,655,576shares in issue Fully 317,467,036 52,064,030 33,500,129 5,442,683 408,473,878diluted shares Net asset 48.9 47.5value per share (p) Adjusted 61.3 58.0net asset value per share (p) Fully 59.2 57.1diluted net asset value per share (p)

Detailed notes on this pro forma calculation are available in Appendix 2 (Source and Bases of Information).

17. Directors, employees and location

The AHMP Directors will each resign from the AHMP Board and cease to be employed by AHMP, as will AHMP's only other employee, following the Offer becoming or being declared unconditional in all respects.

Upon completion of the Acquisition, Assura intends to cease AHMP's use of theAshley House offices from which AHMP currently operates its business, and willinstead resource the operation of the AHMP business in-house from Assura's ownoffice locations.

18. AHMP Options, Warrants and Convertible Loans

The Offer will extend to any AHMP Shares which are unconditionally allotted orissued and fully paid upon exercise of Options or Warrants or conversion ofConvertible Loans, before the date on which the Offer closes (or such earlierdate as Assura may, subject to the Code, decide).Assura has confirmed that it will make appropriate proposals to the holders ofOptions and Warrants in due course and, in the case of the Convertible Loans,an equivalent offer on the basis that they will receive compensation relatingto the loss of their ability to convert into AHMP Shares following completionof the Acquisition. It is currently intended that such proposals will be madeonce the Offer becomes or is declared unconditional in all respects.

19. Inducement Fee Agreement

AHMP and Assura have entered into the Inducement Fee Agreement, a brief summary of which is set out below.

Assura Inducement FeeAHMP has agreed to pay Assura an Inducement Fee if, after Assura makes a 2.5Announcement, a Competing Transaction for AHMP is announced or entered intoprior to the Offer having been withdrawn or having lapsed, and that CompetingTransaction either: (a) is approved or recommended by the AHMP Directors; or(b) becomes or is declared unconditional in all respects or completes (asrelevant). The Inducement Fee is also payable by AHMP to Assura if, aftermaking the 2.5 Announcement: (i) the AHMP Directors fail to recommend the Offeror withdraw or alter their recommendation of the Offer; (ii) the Offer proceedsas a scheme of arrangement and fails to obtain the requisite AHMP Shareholderapproval; or (iii) the acceptance condition of the Offer, or any necessary AHMPShareholders' resolution to effect the Offer, fail to be fulfilled or passed(as relevant).AHMP Inducement FeeAssura has agreed to pay AHMP an Inducement Fee if, after Assura makes a 2.5Announcement (and provided the Offer remains recommended by the AHMP Board) anyresolution which is necessary to be passed at a general meeting of Assura toenable the Offer to proceed or become effective is not proposed at a generalmeeting of Assura or fails to be approved by the requisite majority of AssuraShareholders.

20. Compulsory acquisition and cancellation of admission to trading

If Assura receives acceptances under the Offer in respect of, and/or otherwiseacquires, 90 per cent. Or more in value of the AHMP Shares to which the Offerrelates (and not less than 90 per cent. Of the voting rights carried by theAHMP Shares to which the Offer relates), and if all other conditions of theOffer have been satisfied or waived (to the extent that they are capable ofbeing waived), Assura intends, following the Offer becoming or being declaredunconditional in all respects, to exercise its rights pursuant to theprovisions of Part 28 of the Companies Act to acquire compulsorily anyremaining AHMP Shares in respect of which acceptances have not been received onthe same terms as the Offer.If the Offer becomes or is declared unconditional in all respects, and Assurahas by virtue of its shareholders and acceptances of the Offer, acquired oragreed to acquire issued share capital of AHMP carrying 75 per cent. Or more ofthe voting rights of AHMP, and subject to any applicable requirements of PLUSMarkets, Assura intends to procure that AHMP makes an application to cancel theadmission to trading of AHMP Shares on PLUS Markets.It is intended that such cancellation will be effected as soon as is permittedby the rules of PLUS Markets. It is anticipated that the cancellation willoccur 10 Business Days after the earlier of a) Assura attaining 75 per cent. Ormore of the voting rights as described above and b) the first date of issue ofthe notices under Chapter 3 of Part 28 of the Companies Act regardingcompulsorily acquiring any non-assenting AHMP Shares (or such earlier datefollowing a) or b) as may be permitted by PLUS Markets). Assura will notifyAHMP Shareholders when the required threshold has been attained and theanticipated date of cancellation.Cancellation of admission to trading would significantly reduce the liquidityand marketability of any AHMP Shares not assented to the Offer at that time andthe value of any such AHMP Shares may be affected as a consequence.

It is also intended that, following the Offer becoming or being declared unconditional in all respects and after the cancellation of admission to trading referred to above becoming effective, AHMP will be re-registered as a private company under the relevant provisions of the Companies Act.

21. Admission of the New Assura Shares

Application will be made to the FSA and the London Stock Exchange respectivelyfor the Open Offer Shares, the Consideration Shares and the Firm Placed Sharesto be admitted to the Official List and to trading on the London StockExchange's main market for listed securities. It is expected that Admission ofthe Open Offer Shares will become effective and dealings for normal settlementin the Open Offer Shares will commence before the Assura EGM or such later dateand/or time as the Company, Cenkos and Investec may in their discretiondetermine.It is expected that Admission of the Consideration Shares and the Firm PlacedShares will become effective and dealings for normal settlement in theConsideration Shares and the Firm Placing Shares will commence on or before8.00 a.m. on the day that is five Business Day after the after the day on whichthe Offer becomes or is declared unconditional in all respects (save only forthe condition relating to Admission of the Consideration Shares and the OpenOffer Shares) or such later date and/or time as the Company, Cenkos andInvestec may in their discretion determine.

22. Assura Shareholder approval, Circular and Prospectus

In view of its size, the Acquisition constitutes a Class 1 transaction forAssura for the purposes of the Listing Rules and, as a consequence, it will benecessary for Assura Shareholders to approve the Acquisition. For the FirmPlacing element of the Placing to be implemented, it is necessary for AssuraShareholders to approve certain resolutions at an extraordinary general meetingof Assura including a resolution approving the participation of Somerston inthe Firm Placing. Further details, including notice of the Assura EGM, will beset out in the Circular to be sent in due course to Assura Shareholders.The Assura Board considers the terms of the Acquisition and the Placing andOpen Offer and the passing of all of the Resolutions to be in the bestinterests of Assura and the Assura Shareholders as a whole. In addition, theAssura Board, which has been so advised by Cenkos, considers the participationof Somerston in the Firm Placing to be fair and reasonable as far as AssuraShareholders are concerned. In providing advice to the Assura Board, Cenkos hastaken into account the commercial assessments of the Assura Board.The Assura Directors intend to recommend unanimously that Assura Shareholdersvote in favour of the Resolutions as the Assura Directors intend to do inrespect of their own beneficial holdings amounting, in aggregate, to 0.63 percent. Of the existing issued share capital of the Company.Somerston will not, and has undertaken to take all reasonable steps to ensurethat its respective associates (as defined in the Listing Rules) will not, voteon the resolution to be proposed at the Assura EGM concerning Somerstonparticipating in the Firm Placing.Assura will also be required to publish a prospectus in connection with theissue of the New Assura Shares. The Prospectus will be published shortly andwill contain information, amongst other things, on the Enlarged Group and theNew Assura Shares.

23. Independent AHMP Shareholder approval

Independent AHMP Shareholders will be required to vote on the Ashley House Arrangements which are described in paragraph 13. A general meeting of AHMP will be convened in due course to consider the appropriate resolution, notice of which will be set out in the Offer Document.

The Independent AHMP Directors, having reviewed the terms and conditions of theAshley House Agreements and having been so advised by Altium, consider theAshley House Arrangements, for the purposes of Rule 16 of the Code, to be fairand reasonable as far as the Independent AHMP Shareholders are concerned. Inproviding advice to the Independent AHMP Directors, Altium has taken intoaccount the commercial assessments of the Independent AHMP Directors.The Independent AHMP Directors intend unanimously to recommend that IndependentAHMP Shareholders vote in favour of the resolution to be proposed at the AHMPGeneral Meeting as the Independent AHMP Directors intend to do in respect oftheir own beneficial holdings amounting, in aggregate, to 3.4 per cent. Of theshares currently held by the Independent AHMP Shareholders.

24. Disclosure of interests in AHMP

Assura released its Opening Position Disclosure (as defined in the Code) in accordance with Rule 8.1(a)(i) of the Code on 24 December 2010. Since that date, Assura has procured the irrevocable undertakings referred to in Appendix 3 of this announcement.

25. GeneralThe Offer Document and the Prospectus will be posted to AHMP Shareholders(other than certain overseas shareholders) as soon as practicable and in anyevent within 28 days of this announcement. The Circular convening the AssuraEGM and the Prospectus, which will contain the Open Offer, will be posted toAssura Shareholders (other than certain overseas shareholders) as soon aspracticable.Enquiries:Assura Group Limited 01928 737000 Nigel Rawlings, CEO

Conor Daly, Company Secretary

Cenkos Securities 020 7397 8900 Ian Soanes Adrian Hargrave Investec 020 7597 5970 Gary Clarence Daniel Adams Financial Dynamics 020 7831 3113 Ben Atwell Ben Brewerton AH Medical Properties plc 020 3170 0820 Bruce Walker, CEO Altium 0845 505 4343 Adrian Reed Simon Lord Citigate Dewe Rogerson 020 7638 9571 Sarah Gestetner Ged Brumby The conditions to and certain further terms of the Offer are set out inAppendix 1. The sources and bases of certain financial information contained inthis announcement are set out in Appendix 2. Details of the irrevocableundertakings received by Assura in relation to the Offer are set out inAppendix 3. Certain definitions and terms used in this announcement are set outin Appendix 4.Cenkos, which is authorised and regulated in the United Kingdom by the FSA, isacting exclusively for Assura and no one else in connection with the Offer andthe Placing and Open Offer and will not be responsible to anyone other thanAssura for providing the protections afforded to its clients nor for providingadvice in relation to the Offer and the Placing and Open Offer or any othermatter described in this announcement.Investec, which is authorised and regulated in the United Kingdom by the FSA,is acting exclusively for Assura and no one else in connection with the Placingand Open Offer and will not be responsible to anyone other than Assura forproviding the protections afforded to its clients nor for providing advice inrelation to the Placing and Open Offer or any other matter described in thisannouncement.Lazard, which is authorised and regulated in the United Kingdom by the FSA, isacting exclusively for Somerston and no one else in connection with the Offerand the Placing and Open Offer and will not be responsible to anyone other thanSomerston for providing the protections afforded to its clients nor forproviding advice in relation to the Offer and the Placing and Open Offer or anyother matter described in this announcement.Altium, which is authorised and regulated in the United Kingdom by the FSA, isacting exclusively for AHMP and no one else in connection with the Offer andwill not be responsible to anyone other than AHMP for providing the protectionsafforded to its clients nor for providing advice in relation to the Offer orany other matter described in this announcement.This announcement is not intended to, and does not, constitute or form part ofany offer, solicitation of an offer to purchase, or an invitation to purchase,otherwise acquire, subscribe for, sell or otherwise dispose of, any securitiesor the solicitation of any vote or approval in any jurisdiction pursuant to theOffer, the Placing and Open Offer or otherwise. This announcement does notconstitute a prospectus or a prospectus equivalent document and the New AssuraShares are not being offered to the public by means of this announcement. AHMPShareholders and Assura Shareholders are advised to read carefully the formaldocumentation in relation to the Offer and the Placing and Open Offer once

ithas been dispatched.Overseas jurisdictionsThe release, publication or distribution of this announcement in certainjurisdictions other than the United Kingdom may be restricted by law. Theavailability of the New Assura Shares under the terms of the Offer (if made)and the Placing and Open Offer to persons who are not resident in and citizensof the United Kingdom may be affected by the laws of the relevant jurisdictionsin which they are located. Persons who are not resident in the United Kingdomor who are subject to the laws and regulations of any jurisdiction other thanthe United Kingdom should inform themselves of, and observe, any applicablerequirements. This announcement has been prepared for the purposes of complyingwith English law and the Code and the information disclosed may not be the sameas that which would have been disclosed if this announcement had been preparedin accordance with the laws and regulations of any jurisdiction outside ofEngland.Unless otherwise determined by Assura or required by the Code and permitted byapplicable law and regulation, copies of this announcement are not being, andmust not be, directly or indirectly, mailed, transmitted or otherwiseforwarded, distributed or sent in, into or from any jurisdiction where to do sowould constitute a breach of the securities laws in that jurisdiction. Anyperson (including, without limitation, any custodian, nominee and trustee) whowould, or otherwise intends to, or who may have a contractual or legalobligation to, forward this announcement and/or any other related document toany jurisdiction outside the United Kingdom should inform themselves of, andobserve, any applicable legal or regulatory requirements of their jurisdiction.This announcement is not an offer of securities for sale in the United Statesand the New Assura Shares, which will be issued in connection with the Offer(if made) and the Placing and Open Offer, have not been, and will not be,registered under the US Securities Act 1933 or under the securities law of anystate, district or other jurisdiction of the United States, Canada, Japan,Australia or the Republic of South Africa (Restricted Territories) and noregulatory clearance in respect of the New Assura Shares has been, or will be,applied for in any jurisdiction other than the United Kingdom.The New Assura Shares may not be offered, sold, or delivered, directly orindirectly, in, into or from the United States except pursuant to an applicableexemption from, or in a transaction not subject to, the registrationrequirements of the US Securities Act 1933 or such other securities laws. TheNew Assura Shares may not be offered, sold or delivered, directly orindirectly, in, into or from any Restricted Territory or to, or for the accountor benefit of, any Restricted Overseas Persons except pursuant to an applicableexemption from, or in a transaction not subject to, applicable securities lawsof those jurisdictions.Forward-looking statementsThis announcement may contain forward-looking statements that are subject torisks and uncertainties. Generally, the words `will', `may', `should',`continue', `believes', `expects', `intends', `anticipates' or similarexpressions identify forward-looking statements. The forward-looking statementsinvolve risks and uncertainties that could cause actual results to differmaterially from those expressed in the forward-looking statements. Many ofthese risks and uncertainties relate to factors that are beyond the companies'abilities to control or estimate precisely, such as future market conditions,changes in the regulatory environment and the behaviours of other marketparticipants, and, therefore, undue reliance should not be placed on suchstatements which speak only as at the date of this announcement. None ofAssura, any member of the Assura Group, AHMP or any member of the AHMP Groupcan give any assurance that such forward-looking statements will prove to havebeen correct. The reader is cautioned not to place undue reliance on theseforward-looking statements, which speak only as at the date of thisannouncement. None of Assura, any member of the Assura Group, AHMP or anymember of the AHMP Group assumes any obligation to update or revise publiclyany of the forward-looking statements set out herein, whether as a result ofnew information, future events or otherwise, except as required pursuant toapplicable law.Nothing in this announcement is intended, or is to be construed, as a profitforecast or should be interpreted to mean that earnings per Assura Share forthe current or future financial years will match or exceed the historicalearnings per Assura Share.

Dealing disclosure requirements

Under Rule 8.3(a) of the Code, any person who is "interested" in 1 per cent. ormore of any class of "relevant securities" of an offeree company or of anypaper offeror (being any offeror other than an offeror in respect of which ithas been announced that its offer is, or is likely to be, solely in cash) mustmake an Opening Position Disclosure following the commencement of the "offerperiod" and, if later, following the announcement in which any paper offeror isfirst identified. An Opening Position Disclosure must contain details of theperson's interests and short positions in, and rights to subscribe for, any"relevant securities" of each of (i) the offeree company and (ii) any paperofferor(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 10thbusiness day following the commencement of the offer period and, ifappropriate, by no later than 3.30 p.m. (London time) on the 10th business dayfollowing the announcement in which any paper offeror is first identified.Relevant persons who deal in the "relevant securities" of the offeree companyor of a paper offeror prior to the deadline for making an Opening PositionDisclosure must instead make a Dealing Disclosure.Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1per cent. or more of any class of "relevant securities" of the offeree companyor of any paper offeror must make a Dealing Disclosure if the person "deals" inany "relevant securities" of the offeree company or of any paper offeror. ADealing Disclosure must contain details of the "dealing" concerned and of theperson's interests and short positions in, and rights to subscribe for, any"relevant securities" of each of (i) the offeree company and (ii) any paperofferor, save to the extent that these details have previously been disclosedunder Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies mustbe made by no later than 3.30 p.m. (London time) on the business day followingthe 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 relevantsecurities" of an offeree company or a paper offeror, they will be deemed to bea single person for the purpose of Rule 8.3.Opening Position Disclosures must also be made by the offeree company and byany 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 (seeRules 8.1, 8.2 and 8.4).Details of the offeree and offeror companies in respect of whose "relevantsecurities" Opening Position Disclosures and Dealing Disclosures must be madecan be found in the Disclosure Table on the Takeover Panel's website atwww.thetakeoverpanel.org.uk, including details of the number of "relevantsecurities" in issue, when the "offer period" commenced and when any offerorwas first identified. If you are in any doubt as to whether you are required tomake an Opening Position Disclosure or a Dealing Disclosure, you should contactthe Panel's Market Surveillance Unit on +44 (0)20 7638 0129.Terms in quotation marks in this section (Dealing disclosure requirements) aredefined in the Code, which can also be found on the Panel's website. If you arein any doubt as to whether or not you are required to disclose a "dealing"under Rule 8, you should consult the Panel. APPENDIX 1 CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER

1. Conditions of the Offer

The Offer will be subject to the following Conditions:

Acceptance condition

1.1 valid acceptances being received (and not, where permitted, withdrawn) bynot later than 3.00 p.m. (London time) on the First Closing Date of the Offer(or such later time(s) and/or date(s) as Assura may, with the consent of thePanel or in accordance with the Code, decide) in respect of not less than 90%(or such lower percentage as Assura may decide) (1) in nominal value of theAHMP Shares to which the Offer relates, and (2) of the voting rights attachedto those shares, provided that this condition shall not be satisfied unlessAssura and/or any other members of the Wider Assura Group shall have acquiredor agreed to acquire, whether pursuant to the Offer or otherwise, AHMP Sharescarrying in aggregate more than 50% of the voting rights then normallyexercisable at general meetings of AHMP, including for this purpose (to theextent, if any, required by the Panel), any such voting rights attaching to anyAHMP Shares that are unconditionally allotted or issued before the Offerbecomes or is declared unconditional as to acceptances, whether pursuant to theexercise of any outstanding subscription or conversion rights or otherwise, andfor the purposes of this Condition:

a. shares which have been unconditionally allotted but not issued before the

Offer becomes or is declared unconditional as to acceptances shall be

deemed to carry the voting rights they will carry on issue;

b. valid acceptances shall be deemed to have been received in respect of AHMP

Shares which are treated for the purposes of section 979 of the Companies

Act 2006 as having been acquired or contracted to be acquired by Assura by

virtue of acceptances of the Offer; and

c. the expression AHMP Shares to which the Offer relates shall be construed in

accordance with Part 28 of the Companies Act.

Admission of the Open Offer Shares and the Consideration Shares

1.2 the admission to the Official List of the Open Offer Shares and theConsideration Shares becoming effective in accordance with the Listing Rulesand the admission of the Open Offer Shares and the Consideration Shares to theLondon Stock Exchange's main market for listed securities becoming effective inaccordance with the Admission Standards or (if Assura so determines and subjectto the consent of the Panel) the UKLA agreeing or confirming its decision toadmit such shares to the Official List and the London Stock Exchange agreeingto admit such shares to trading subject only to (i) the allotment of suchshares and/or (ii) the Offer becoming or being declared unconditional in allrespects;

Approval of the Assura Shareholders

1.3 the passing at the Assura EGM (or at any adjournment thereof) of the Acquisition Resolution;

Certain matters arising as a result of any arrangement, agreement etc.

1.4 except as disclosed in AHMP's annual report and accounts for the financialyear ended 30 April 2010 or in AHMP's interim report for the six months ended31 October 2010 or as publicly announced by AHMP in accordance with the PLUSRules and/or on a Regulatory Information Service prior to the date of thisannouncement or as otherwise fairly disclosed to Assura or its advisers by oron behalf of AHMP in writing prior to the date of this announcement (Disclosed), there being no provision of any agreement, arrangement, licence, permit orother instrument to which any member of the Wider AHMP Group is a party or byor to which any such member or any of its assets may be bound, entitled orsubject, which, in consequence of the Offer or the proposed acquisition of anyshares or other securities in AHMP or because of a change in the control ormanagement of AHMP or otherwise, would or might reasonably be expected toresult in (to an extent which is material in the context of the Wider AHMPGroup taken as a whole):

a. any monies borrowed by or any other indebtedness (actual or contingent) to,

or grant available to, any such member being or becoming repayable or

capable of being declared repayable immediately or earlier than their or

its stated maturity date or repayment date or the ability of any such

member to borrow moneys or incur any indebtedness pursuant to facilities

which are available to such member as at the date of this announcement

being withdrawn or inhibited or being capable of becoming or being

withdrawn or inhibited;

b. any such agreement, arrangement, licence, permit or instrument or the

rights, liabilities, obligations or interests of any such member thereunder

being terminated or adversely modified or adversely affected or any onerous

obligation or liability arising or any adverse action being taken or

arising thereunder, in any case, otherwise than in the ordinary course of

business;

c. any material assets or interests of any such member being or falling to be

disposed of or charged or any right arising under which any such asset or

interest could be required to be disposed of or charged;

d. the creation or enforcement of any mortgage, charge or other security

interest over the whole or any part of the business, property or assets of

any such member;

e. the rights, liabilities, obligations or interests of any such member in, or

the business of any such member with, any person, firm or body (or any

arrangement or arrangements relating to any such interest or business)

being terminated, adversely modified or adversely affected;

f. the value of any such member or its financial or trading position or

prospects being prejudiced or adversely affected;

g. any such member ceasing to be able to carry on business under any name

under which it presently does so; or

h. the creation of any liability, actual or contingent, by any such member

other than in the ordinary course of business,

and no event having occurred which, under any provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider AHMP Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, could reasonably be expected to result in any of the events or circumstances as are referred to in sub-paragraphs (a) to (h) of this Condition;

General regulatory

1.5 no government or governmental, quasi-governmental, supranational,statutory, regulatory, environmental or investigative body, court, tradeagency, association, institution or any other body or person whatsoever in anyjurisdiction (each a Third Party for the purposes of this Appendix 1) havingdecided to take, institute, implement or threaten any action, proceeding, suit,investigation, enquiry or reference, or enacted, made or proposed any statute,regulation, decision or order, or having taken any other steps which would ormight reasonably be expected to:

a. require, prevent or delay the divestiture, or alter the terms envisaged for

any proposed divestiture by any member of the Wider Assura Group or any

member of the Wider AHMP Group of all or any portion of their respective

businesses, assets or property or impose any limitation on the ability of any of them to conduct their respective businesses (or any of them) or to own any of their respective assets or properties or any part thereof in a

manner or to an extent which is material in the context of the Wider Assura

Group or the Wider AHMP Group, respectively, taken as a whole;

b. require, prevent or delay the divestiture by any member of the Wider Assura

Group of any share or other securities in AHMP;

c. impose any limitation on, or result in a delay in, the ability of any

member of the Wider Assura Group directly or indirectly to acquire or to

hold or to exercise effectively any rights of ownership in respect of

shares or loans or securities convertible into shares or any other

securities (or the equivalent) in any member of the Wider AHMP Group or the

Wider Assura Group or to exercise management control over any such member

thereof in a manner or to an extent which is material in the context of the

Wider Assura Group or the Wider AHMP Group, respectively, taken as a whole;

d. otherwise adversely affect the business, assets, profits or prospects of

any member of the Wider Assura Group or of any member of the Wider AHMP

Group in a manner or to an extent which is material in the context of the

Wider Assura Group or the Wider AHMP Group, respectively, taken as a whole;

e. make the Offer or its implementation or the acquisition or proposed

acquisition by Assura or any member of the Wider Assura Group of any shares

or other securities in, or control of, AHMP void, illegal, and/or

unenforceable under the laws of any jurisdiction, or otherwise, directly or

indirectly, restrain, restrict, prohibit, delay or otherwise interfere with

the same to a material extent, or impose additional material conditions or

obligations with respect thereto, or otherwise challenge or interfere to a

material extent therewith;

f. except in connection with the Offer, require any member of the Wider Assura

Group or the Wider AHMP Group to offer to acquire any shares or other

securities (or the equivalent) or interest in any member of the Wider AHMP

Group or the Wider Assura Group owned by any third party;

g. impose any limitation on the ability of any member of the Wider Assura

Group or the Wider AHMP Group to integrate or co-ordinate its business, or

any part of it, with the businesses of any other members of the Wider AHMP

Group or the Wider Assura Group respectively in an adverse manner which is

material in the context of the Wider AHMP Group and Wider Assura Group

(taken as a whole); or

h. result in any member of the Wider AHMP Group ceasing to be able to carry on

business under any name under which it presently does so,

and all applicable waiting and other time periods during which any such ThirdParty could institute, implement or threaten any action, proceeding, suit,investigation, enquiry or reference or any other step under the laws of anyjurisdiction in respect of the Offer or the acquisition or proposed acquisitionof any AHMP Shares having expired, lapsed or been terminated;

Authorisations

1.6 all necessary filings or applications having been made in connection withthe Offer and all statutory or regulatory obligations in any jurisdictionhaving been complied with in connection with the Offer or the acquisition byany member of the Wider Assura Group of any shares or other securities in, orcontrol of, AHMP and all authorisations, orders, recognitions, grants,consents, licences, confirmations, clearances, permissions, waiver ofpre-emption rights and approvals (Authorisations) necessary in respect of theOffer or the proposed acquisition of any shares or other securities in, orcontrol of, AHMP by any member of the Wider Assura Group having been obtainedin terms and in a form reasonably satisfactory to Assura from all appropriateThird Parties or persons with whom any member of the Wider AHMP Group hasentered into contractual arrangements and all such Authorisations, togetherwith all material Authorisations necessary to permit or enable any member ofthe Wider AHMP Group to carry on its business remaining in full force andeffect, and all filings necessary for such purpose having been made and therebeing no notice or intimation of any intention to revoke or not to renew any ofthe same at the time at which the Offer becomes otherwise unconditional;

No discovery of certain matters regarding information and liabilities

1.7 Save as Disclosed, Assura not having discovered:

a. that any financial, business or other information concerning the Wider AHMP

Group as contained in the information publicly disclosed at any time by or

on behalf of any member of the Wider AHMP Group prior to the date of this

announcement is misleading, contains a misrepresentation of fact or omits

to state a fact necessary to make that information not misleading and which

was not subsequently corrected by the date of this announcement by public

disclosure, which is material and adverse in the context of the Wider AHMP

Group (taken as a whole);

b. that any member of the Wider AHMP Group or a partnership, company or other

entity in which any member of the Wider AHMP Group has a significant

economic interest and which is not a subsidiary undertaking of AHMP is

otherwise than in the ordinary course of business, subject to any material

liability (contingent or otherwise); or

c. any information which affects the import of any information disclosed to

Assura at any time by or on behalf of any member of the Wider AHMP Group

which is adverse and material in the context of the Wider AHMP Group (taken

as a whole);

Certain events occurring since 31 October 2010

1.8 except as disclosed in AHMP's interim report for the six months ended 31October 2010 or publicly announced by AHMP in accordance with the PLUS Rulesand/or on a Regulatory Information Service prior to the date of thisannouncement or as otherwise fairly disclosed to Assura or its advisers by oron behalf of AHMP in writing prior to the date of this announcement, no memberof the Wider AHMP Group having, since 31 October 2010:

a. save as between AHMP and wholly owned-subsidiaries of AHMP, or as between

subsidiaries (directly or indirectly) wholly-owned by AHMP, or for AHMP

Shares issued pursuant to the exercise of options granted under the AHMP

Share Schemes or pursuant to warrants or convertible instruments existing

at the date of this announcement, issued, authorised or proposed the issue

of additional shares of any class;

b. save as between AHMP and wholly owned-subsidiaries of AHMP, or as between

subsidiaries (directly or indirectly) wholly-owned by AHMP, or for the

grant of options under the AHMP Share Schemes in the ordinary course,

issued or agreed to issue, authorised or proposed the issue of securities

convertible into shares of any class or rights, warrants or options to

subscribe for, or acquire, any such shares or convertible securities;

c. other than to another member of the AHMP Group, recommended, declared, paid

or made or proposed to recommend, declare, pay or make any bonus, dividend

or other distribution whether payable in cash or otherwise;

d. save for intra-AHMP Group transactions between subsidiaries (directly or

indirectly) wholly-owned by AHMP, merged with or demerged from any body

corporate or acquired or disposed of or transferred, mortgaged or charged

or created any security interest over any assets or any right, title or

interest in any asset (including shares and trade investments) or

authorised or proposed or announced any intention to propose any merger,

demerger, acquisition or disposal, transfer, mortgage, charge or security

interest, in each case, other than in the ordinary course of business;

e. save for intra-AHMP Group transactions between subsidiaries (directly or

indirectly) wholly-owned by AHMP, made or authorised or proposed or

announced an intention to propose any change in its loan capital;

f. issued, authorised or proposed the issue of any debentures or other debt

securities or incurred or increased any indebtedness or become subject to

any material contingent liability in each case, other than in the ordinary

course of business and to the extent material to the Wider AHMP Group

(taken as a whole);

g. purchased, redeemed or repaid or announced any proposal to purchase, redeem

or repay any of its own shares or other securities or reduced or, save in

respect to the matters mentioned in sub-paragraph (a) above, made any other

change to any part of its share capital;

h. implemented, or authorised, proposed or announced its intention to

implement, any reconstruction, amalgamation, scheme, commitment or other

transaction or arrangement otherwise than in the ordinary course of

business which is material in the context of the Wider AHMP Group (taken as

a whole);

i. entered into or materially changed the terms of any contract with any

director or senior executive of a member of the AHMP Group;

j. entered into or varied or authorised, proposed or announced its intention

to enter into or vary any contract, transaction or commitment (whether in

respect of capital expenditure or otherwise) which is outside of the

ordinary course of business and of a long term, onerous or unusual nature

or magnitude;

k. (other than in respect of a member which is dormant and was solvent at the

relevant time) taken any corporate action or had any legal proceedings

started or threatened against it for its winding-up, dissolution or

reorganisation or for the appointment of a receiver, administrative

receiver, administrator, trustee or similar officer of all or any of its

assets or revenues or any analogous proceedings in any jurisdiction or had

any such person appointed;

l. entered into any contract, transaction or arrangement which would be

restrictive on the business of any member of the Wider AHMP Group or the

Wider Assura Group other than to a nature and extent which is normal in the

context of the business concerned;

m. waived or compromised any claim otherwise than of an immaterial amount

(when taken in the context of the Wider AHMP Group taken as a whole) in the

ordinary course of business;

n. otherwise than in the ordinary course of business, entered into any

contract, commitment, arrangement or agreement or passed any resolution or

made any offer (which remains open for acceptance) with respect to or

announced any intention to, or to propose to, effect any of the

transactions, matters or events referred to in this Condition;

o. proposed, agreed to provide or modified the terms of any AHMP Share Scheme

or other incentive scheme relating to the employment or termination of

employment of any person employed by the AHMP Group;

No adverse change, litigation, regulatory enquiry or similar

1.9 except as Disclosed since 31 October 2010:

a. no adverse change or deterioration having occurred in the business, assets,

financial or trading position or profits or prospects of any member of the

Wider AHMP Group which is material in the context of the Wider AHMP Group

(taken as a whole);

b. no litigation, arbitration proceedings, prosecution or other legal

proceedings to which any member of the Wider AHMP Group is or may become a

party (whether as a plaintiff, defendant or otherwise) and no investigation

by any Third Party against or in respect of any member of the Wider AHMP

Group having been instituted announced or threatened or remaining

outstanding in respect of any member of the Wider AHMP Group which, in any

such case, could reasonably be expected to have a material adverse effect

on the Wider AHMP Group taken as a whole;

c. no contingent or other liability having arisen or become apparent to Assura

which, in any such case, could reasonably be expected to have a material

adverse effect on the Wider AHMP Group taken as a whole; and

d. no steps having been taken which are likely to result in the withdrawal,

cancellation, termination or material adverse modification of any licence

held by any member of the Wider AHMP Group which is necessary for the

proper carrying on of its business and which is material in the context of

the Wider AHMP Group (taken as a whole); and

No discovery of environmental issues

1.10 except as Disclosed, Assura not having discovered that (to an extent which is material in the context of the Wider AHMP Group taken as a whole):

a. any past or present member of the Wider AHMP Group has failed to comply

with any and/or all applicable legislation or regulation, of any

jurisdiction with regard to the disposal, spillage, release, discharge,

leak or emission of any waste or hazardous substance or any substance

likely to impair the environment or harm human health or animal health or

otherwise relating to environmental matters, or that there has otherwise

been any such disposal, spillage, release, discharge, leak or emission

(whether or not the same constituted a non-compliance by any person with

any such legislation or regulations, and wherever the same may have taken

place) any of which disposal, spillage, release, discharge, leak or

emission would be likely to give rise to any liability (actual or

contingent) on the part of any member of the Wider AHMP Group; or

b. there is, or is likely to be, for that or any other reason whatsoever, any

liability (actual or contingent) of any past or present member of the Wider

AHMP Group to make good, repair, reinstate or clean up any property or any

controlled waters now or previously owned, occupied, operated or made use

of or controlled by any such past or present member of the Wider AHMP

Group, under any environmental legislation, regulation, notice, circular or

order of any government, governmental, quasi-governmental, state or local

government, supranational, statutory or other regulatory body, agency,

court, association or any other person or body in any jurisdiction.

2. Certain further terms of the Offer

2.1 Assura reserves the right to waive, in whole or in part, all or any of the Conditions above, except for Condition 1.1.

2.2 Conditions 1.2 to 1.10 (inclusive) must be fulfilled, or waived, bymidnight on the 21st day after the later of the First Closing Date and the dateon which Condition 1.1 is fulfilled (or in each such case such later date asAssura may, with the consent of the Panel, decide). Assura shall be under noobligation to waive or treat as satisfied any of Conditions 1.2 to 1.10(inclusive) by a date earlier than the latest date specified above for thesatisfaction thereof, notwithstanding that the other Conditions of the Offermay at such earlier date have been waived or fulfilled and that there are atsuch earlier date no circumstances indicating that any of such Conditions maynot be capable of fulfilment.2.3 If Assura is required by the Panel to make an Offer for AHMP Shares underthe provisions of Rule 9 of the Code, Assura may make such alterations to anyof the above Conditions as are necessary to comply with the provisions of thatRule.2.4 AHMP Shares acquired under the Offer will be acquired fully paid and freefrom all liens, equities, charges, encumbrances, options, rights of pre-emptionand any other third party rights and interests of any nature and together withall rights now or hereafter attaching or accruing to them, including votingrights and the right to receive and retain in full all dividends and otherdistributions (if any) declared, made or paid on or after the date of thisannouncement. Accordingly, insofar as a dividend and/or a distribution and/or areturn of capital is proposed, declared, made, paid or becomes payable by AHMPin respect of an AHMP Share on or after the date of this announcement and priorto the Offer becoming or being declared unconditional in all respects orlapsing or being withdrawn, the price payable under the Offer in respect of anAHMP Share will be reduced by the amount of the dividend and/or distributionand/or return of capital except insofar as the AHMP Share is or will betransferred pursuant to the Offer on a basis which entitles Assura alone toreceive the dividend and/ or distribution and/or return of capital and toretain it. To the extent that a reduction in the price payable pursuant to theOffer in respect of an AHMP Share is to apply in respect of a dividend and/ordistribution and/or return of capital but that reduction in price has not beeneffected, the person to whom the consideration under the Offer is paid inrespect of that AHMP Share will be obliged to account to Assura for the amountof such dividend or distribution or return of capital.2.5 Assura reserves the right, with the agreement of the AHMP Board and thePanel (if required), to elect to implement the Offer by way of scheme(s) ofarrangement pursuant to Part 26 of the Companies Act (Scheme). In such event,such Offer will be implemented on the same terms (subject to appropriateamendments as may be required by law or regulation), so far as applicable, asthose that would apply to the Offer. In particular, Condition 1.1 will notapply and the Scheme will become effective and binding following:

a. approval of the Scheme at the court meeting (or any adjournment thereof) by

a majority of the AHMP Shareholders present and voting either in person or

by proxy representing 75% or more in value of AHMP Shareholders;

b. the resolutions required to approve and implement the Scheme being those

set out in the notice of general meeting of the AHMP Shareholders being

passed by the requisite majority at such general meeting; and

c. the sanction of the Scheme and confirmation of any associated reduction of

capital by the court (in each case with or without modification, and any

such modification to be on terms reasonably acceptable to AHMP and Assura)

and an office copy of the order of the court sanctioning the Scheme and

confirming the cancellation of share capital which forms part of it being

delivered for registration to the Registrar of Companies and being

registered by him.

2.6 If the Offer lapses it will cease to be capable of further acceptance. AHMP Shareholders who have accepted the Offer and Assura shall then cease to be bound by acceptances delivered on or before the date on which the Offer lapses.

2.7 The availability of the Offer to persons not resident in the United Kingdommay be affected by the laws of the relevant jurisdictions. Persons who are notresident in the United Kingdom should inform themselves about and observe anyapplicable requirements.2.8 The Offer is not being made, directly or indirectly, in or into, or by useof the mails of, or by any means or instrumentality (including, withoutlimitation, facsimile transmission, telex, telephone, internet or e-mail) ofinterstate or foreign commerce of, or of any facility of a national securitiesexchange of, any Restricted Territory and the Offer will not be capable ofacceptance by any such use, means, instrumentality or facility or from withinany Restricted Territory.2.9 The Offer is governed by English law and is subject to the jurisdiction ofthe English courts and to the Conditions set out in this Appendix 1 (and, inthe case of certificated AHMP Shares, the Form of Acceptance).

2.10 If:

a. Assura waives, in whole or in part, all or any of the Conditions above

(excluding Condition 1.1), as set out in paragraph 2.1 above; or

b. Assura is required by the Panel to make an offer for AHMP Shares under the

provisions of Rule 9 of the Code, and Assura alters any of the above

Conditions as necessary to comply with the provisions of that Rule; or

c. the price payable under the Offer in respect of an AHMP Share is reduced by

the amount of a dividend and/or a distribution and/or a return of capital

(where the AHMP Share is or will not be transferred pursuant to the Offer

on a basis which entitles Assura alone to receive the dividend and/or

distribution and/or return of capital and to retain it), as set out in

paragraph 2.4 above,

Assura will extend the Offer Period and take such further action as required by the Panel, the Code or other applicable law.

APPENDIX 2 SOURCES AND BASES OF INFORMATION

Save as otherwise stated, the following constitute the sources and basis of certain information referred to in this announcement:

1. Financial information relating to the Assura Group has been extracted or

derived (without any adjustment) from Assura's audited annual report and

accounts for the financial year ended 31 March 2010 and the unaudited

interim results of Assura for the six months ended 30 September 2010.

2. Financial information relating to the AHMP Group has been extracted or

derived (without any adjustment) from AHMP's audited annual report and

accounts for the financial year ended 30 April 2010 and the unaudited

interim results of AHMP for the six months ended 31 October 2010.

3. The terms of the Offer value the entire issued and to be issued share

capital (including the Convertible Loans) of AHMP at £28.3 million, based

on the Closing Price of 46.125 pence of an Assura Share on 18 January 2011

(being the last Business Day prior to the date of this announcement) and

the number of AHMP Shares in issue of 65,686,539 on 18 January 2011 and

additional AHMP Shares to be issued in relation to Options, Warrants and

Convertible Loans totalling 6,403,157.

4. The maximum number of Consideration Shares that may be issued by Assura,

assuming full acceptance of the Offer and assuming no AHMP Shareholder

makes a valid election under the Cash Alternative, of 55,833,558

Consideration Shares, is calculated by multiplying the entire issued share

capital of AHMP by 0.85 Consideration Shares.

5. The percentage that Consideration Shares represent as a proportion of the

issued share capital of the Enlarged Group, of 13.1 per cent, was

calculated by dividing 55,833,558 Consideration Shares by the aggregate of

317,467,036 Assura Shares in issue on 18 January 2011 (being the last

Business Day prior to the date of this announcement) and 107,897,588 New

Assura Shares to be issued pursuant to the Proposals.

6. The pro forma net asset value calculation is based on the following

assumptions:

a. The consolidated net assets of Assura Group at 30 September 2010 have

been extracted without material adjustment from the unaudited interim

financial statements of Assura for the six months ended 30 September

2010.

b. The consolidated net assets of AHMP Group have been extracted without

material adjustment from the unaudited interim financial statements of AHMP for the six months ended 31 October 2010. c. The adjustment for the net proceeds of the Placing and Open Offer reflects the estimated funds to be raised of £22.7 million (gross

proceeds of £12.0 million from the Firm Placing plus gross proceeds of

£11.4 million from the Open Offer, less expenses of £0.7 million).

d. The acquisition accounting adjustments reflect the cash outflows of £

12.2 million comprising cash consideration of £10.5 million payable

under the Cash Alternative (assuming it is taken up to the full extent

available) and estimated acquisition expenses of £1.6 million and estimated goodwill and other intangibles arising of £0.1 million. e. The Other adjustment reflects: i. an accounting policy alignment adjustment reflecting the impact of aligning AHMP's policy of accounting for its joint venture investment in AH Scarborough Health Park Limited using

proportional

consolidation with Assura's policy of equity accounting for its investments in joint ventures; ii. an adjustment for the EBT Placing reflecting the estimated funds to be raised by Assura through the EBT's sale of 6.7 million Assura Shares held by the EBT (gross proceeds of £3.0 million less expenses), the proceeds of which are repaid to Assura; iii. an adjustment for the revaluation of Assura's property portfolio reflecting the increase in value of Assura's properties held at 30 September 2010 to their value at 15 December 2010; and iv. an adjustment in respect of the potential dilutive effect of the maximum Assura Shares to be issued pursuant to the Options, Warrant and Convertible Loan. f. Fully diluted number of Assura Shares is derived from the current issued number of Assura Shares including the Assura Shares held by the EBT.

g. Adjusted net asset value per share shows the effect of removing AHMP's

deferred tax liabilities and the mark to market value of Assura's

interest rate swaps.

h. No account has been taken of the financial performance of Assura since

30 September 2010 or of AHMP since 31 October 2010, nor of any other

event save as disclosed above. APPENDIX 3 SCHEDULE OF IRREVOCABLE UNDERTAKINGS 1. The following Independent AHMP Directors who are AHMP Shareholders or havean interest in AHMP Shares have given irrevocable undertakings to accept theOffer:Party Form of Number of AHMP Percentage of Consideration Shares issued share capital John Gunn Cash 1,281,356 1.95% Bruce Walker Unspecified 400,000 0.61% Ken Brown Cash 50,000 0.08% Peter Wilkinson Cash 11,500 0.02% 2. The following Ashley House Concert Party members who are AHMP Shareholdersor have an interest in AHMP Shares have given irrevocable undertakings toaccept the Offer:Party Form of Number of AHMP Percentage of issued Consideration Shares share capital Steven Minion Shares 5,666,190 8.63% Ashley House plc Shares 4,404,762 6.71% Melanie Minion 1,880,586 in 2,030,586 3.09% shares and 150,000 in cash Jonathan Holmes Shares 1,490,136 2.27% Mary Holmes Shares 1,431,550 2.18% Kate Centauro Shares 447,250 0.68% Kate Holmes Shares 320,834 0.49% Roger Holmes Shares 320,834 0.49% William Wells Shares 285,000 0.43% Jill McKnight Shares 81,690 0.12% Samantha Holmes Shares 33,333 0.05% 3. The following AHMP Shareholders have given irrevocable undertakings toaccept the Offer:Party Form of Number of AHMP Percentage of issued Consideration Shares share capital Somerston Investments Shares 19,689,620 29.97% Limited

Flintshire County Council Unspecified 6,000,000 9.13%

Gail Mosley 3,202,185 in 3,302,185 5.03% shares; 100,000 in cash Geoffrey Mosley 1,777,777 in 2,777,777 4.23% shares; 1,000,000 in cash APPENDIX 4 DEFINITIONS

The following definitions apply throughout this announcement, unless the context requires otherwise:

2.5 Announcement an announcement by Assura of an offer pursuant to Rule 2.5 of the Code for the entire issued and to be issued share capital of AHMP at an agreed minimum level of consideration of 0.85 Assura Shares per AHMP Share with a cash alternative of 40 pence per AHMP Share Acquisition the proposed acquisition by Assura of the entire issued and to be issued share capital of AHMP pursuant to the Offer Acquisition the Resolution required to be passed by the Assura Resolution Shareholders at the Assura EGM pursuant to the Listing Rules to approve the Acquisition Admission admission by the UK Listing Authority to the Official List and to trading on the London Stock Exchange AHMP AH Medical Properties plc, a public limited company incorporated in England and Wales and registered with number 4188281 AHMP Board or AHMP the directors of AHMP Directors

AHMP General Meeting the general meeting of AHMP to be held to approve the

Ashley House Arrangements, notice of which will be contained in the Offer Document AHMP Group AHMP, its subsidiaries and subsidiary undertakings AHMP Shareholders holders of AHMP Shares AHMP Shares the existing unconditionally allotted or issued and fully paid ordinary shares of 0.01 pence each in the capital of AHMP and any further such shares (excluding any treasury shares (as defined in section 724(5) of the Companies Act)) which may be unconditionally allotted or issued and fully paid (or credited as fully paid) prior to the time and date on which the Offer closes or by such other date and time as Assura may, subject to the Code, decide (other than any such shares held in treasury) and AHMP Share means any such share Altium Altium Capital Limited Ashley House Ashley House plc Ashley House the arrangements summarised in paragraph 13 of this Arrangements announcement

Ashley House Concert Ashley House and all AHMP Shareholders connected with

Party Ashley House Assura or Company Assura Group Limited, a limited company incorporated in Guernsey and registered with number 41230 Assura Board or the directors of Assura Assura Directors Assura EGM the extraordinary general meeting of Assura to be held to approve, inter alia, the Acquisition, notice of which will be contained in the Circular Assura Group or Assura, its subsidiaries and subsidiary undertakings Group

Assura Shareholders holders of Assura Shares

Assura Shares ordinary shares of 10 pence each in the capital of the Company and Assura Share means any such share Business Day a day, not being an English public holiday, Saturday or Sunday, on which clearing banks in London are open for normal business Cash Alternative the alternative under which AHMP Shareholders who validly accept the Offer will be able to elect to receive cash in lieu of some or all of the Consideration Shares to which they would otherwise be entitled under the Offer on the terms to be set out in the Offer Document Cenkos Cenkos Securities plc

certificated or in in relation to a share or other security, a share or other certificated form security title to which is recorded in the relevant

register of the share or other security as being held in certificated form (that is, not in CREST) Circular the circular to be sent to Assura Shareholders in due course convening the Assura EGM to approve, inter alia, the Acquisition Closing Price the closing middle market quotation of an Assura Share or an AHMP Share on the relevant date as derived from the Stock Exchange Daily Official List or PLUS Markets, as the case may be Code the City Code on Takeovers and Mergers Companies Act the Companies Act 2006 Competing a possible offer for all or any part of the issued and to Transaction be issued share capital of AHMP (whether structured as a takeover offer, scheme of arrangement or otherwise), or any transaction that would require AHMP Shareholder approval under Rule 21.1 of the Code or any other transaction which is inconsistent with the Offer Competition the UK Competition Commission Commission Conditions the conditions to the Offer which are set out in paragraph 1 of Appendix 1 to this announcement Consideration Shares up to 55,833,558 new Assura Shares proposed to be issued and credited as fully paid to AHMP Shareholders pursuant to the Acquisition Convertible Loans the convertible loan notes of £2,000,000 issued in July 2010 by AHMP CREST the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator (as defined in the CREST Regulations) in accordance with which securities may be held in uncertificated form CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001/ 3755)

Daily Official List the daily official list of the London Stock Exchange

DTZ DTZ Debenham Tie Leung Limited EBT the Assura Employee Benefit Trust EBT Placing the conditional placing by Cenkos and Investec of the EBT Shares EBT Shares 6,666,667 Assua Shares, which have been conditionally placed firm by Cenkos and Investec on behalf of the EBT with certain institutional investors Enlarged Group the Group following completion of the Proposals

Firm Placed Shares 26,666,667 new Assura Shares, which have been

conditionally placed firm by Cenkos and Investec on behalf of the Company on a non-pre-emptive basis with certain institutional investors pursuant to the Placing Agreement Firm Placing the conditional placing by Cenkos and Investec of the Firm Placed Shares First Closing Date the first closing date for the Offer, expected to fall 21 days after the date on which the Offer Document is posted Form of Acceptance the form of acceptance and authority relating to the Offer which will accompany the Offer Document FSA or Financial the Financial Services Authority of the United Kingdom Services Authority FSMA the Financial Services and Markets Act 2000, as amended GP General Practitioner IFRS International Financial Reporting Standards as adopted for use in the European Union Independent AHMP the AHMP Directors excluding Stephen Minion Directors Independent AHMP the AHMP Shareholders other than members of the Ashley Shareholders House Concert Party Inducement Fee the sum of £260,000 (inclusive of any irrecoverable VAT payable, but exclusive of any recoverable VAT payable), however, should the value of the Offer be such that this sum exceeds the maximum amount permitted by law or the Code, the amount shall be reduced accordingly Inducement Fee the agreement between Assura and AHMP entered into on 9 Agreement November 2010 containing certain obligations and undertakings in relation to the implementation of the Offer Investec Investec Bank plc IPD Investment Property Databank Issue Price 45 pence per share Lazard Lazard & Co., Limited

LIFT or Local a financing vehicle introduced by the Department of Health Improvement Finance for developing frontline primary and community care

Trust facilities Listing Rules the listing rules made by the FSA under section 73A of the FSMA London Stock London Stock Exchange plc Exchange New Assura Shares the new Assura Shares to be issued pursuant to the Acquisition and the Placing and Open Offer and which constitute the Consideration Shares, the Firm Placed Shares and the Open Offer Shares NAV net asset value NHS the National Health Service Offer the recommended takeover offer to be made by Assura to acquire all the AHMP Shares on the terms and subject to the conditions set out in this announcement and to be set out in the Offer Document and, in relation to the AHMP Shares held in certificated form, the Form of Acceptance (including, where the context so requires, any subsequent waiver, revision, variation or extension thereof) Offer Document the document to be sent to AHMP Shareholders in due course containing the full terms and conditions of the Offer Offer Period the period beginning on and including 10 August 2010 Official List the official list of the UK Listing Authority maintained by the FSA pursuant to Part VI of the FSMA Open Offer the invitation to Qualifying Assura Shareholders inviting them to apply for Open Offer Shares at the Issue Price, on the terms and subject to the conditions to be set out in the Prospectus Open Offer Shares the 25,397,363 new Assura Shares to be offered to Qualifying Assura Shareholders pursuant to the Open Offer Options the options to acquire AHMP Shares granted to employees and directors of AHMP and Ashley House Overseas AHMP Shareholders resident in or nationals or citizens of Shareholders jurisdictions outside the UK or who are nominees of, or custodians, trustees or guardians for, citizens, residents or nationals of such other jurisdictions Panel the Panel on Takeovers and Mergers PCT or Primary Care a body corporate established by the Secretary of State forTrust Health pursuant to the National Health Service Act 1977 (as amended) or the National Health Service Act 2006 which has the responsibility for planning and procuring the health care for the population within the area it serves and, where relevant, Health Boards being the bodies corporate established in Scotland for the same purposes pursuant to pursuant to the National Health Service (Scotland) Act 1978 (as amended) and the Public Health etc. (Scotland) Act 2008, or Local Health Boards, being the bodies corporate established in Wales for the same purposes pursuant to the National Health Service Act 1977 (as amended) or the National Health Service (Wales) Act 2006 Placing the Firm Placing and the conditional placing by Cenkos and Investec of the Open Offer Shares with institutional investors, subject to clawback to satisfy valid applications by Qualifying Assura Shareholders under the Open Offer Placing Agreement the conditional agreement dated 18 January 2011 entered into between Assura, Cenkos and Investec in relation to the Placing and Open Offer PLUS Markets PLUS Markets Group plc Proposals the Acquisition and the Placing and Open Offer Prospectus the prospectus relating to the New Assura Shares to be published by Assura in due course in connection with Admission Qualifying Assura Assura Shareholders on the register of members of the Shareholders Company at the record date for the Open Offer, other than certain overseas Assura Shareholders Registrar of the Registrar of Companies in England and Wales Companies Regulatory any information service authorised from time to time by

Information Service the Financial Services Authority for the purpose of

or RIS disseminating regulatory announcements Resolutions the resolutions to be set out in the notice of the Assura EGM at the end of the Circular Restricted Overseas Overseas Shareholders resident in or nationals or citizensPerson of Restricted Territories or who are nominees or custodians, trustees or guardians for, citizens, residents or nationals of such Restricted Territories Restricted the United States, Canada, Japan, Australia and the Territories Republic of South Africa and any other jurisdiction where the extension or availability of the Offer and the Open Offer would breach any applicable law and Restricted Territory shall mean any one of them Savills Savills Commercial Limited Somerston Somerston Investments Limited Subsidiaries the subsidiaries of the Company Third Party a third party which is not acting in concert (as defined in the Code) with Assura UK Listing Authority the Financial Services Authority acting in its capacity as the competent authority for the purposes of Part VI of the FSMA Uncertificated or in a share or shares recorded on the register of members as uncertificated form being held in uncertificated form in CREST and title to which may be transferred by means of CREST

United Kingdom or UK the United Kingdom of Great Britain and Northern Ireland

United States or USA the United States of America, its territories and

possessions, any state of the United States of America and the district of Columbia and any other area subject to its jurisdiction Warrants the warrants in relation to 180,000 AHMP Shares granted by AHMP to Bruce Layland Walker

Wider AHMP Group AHMP and its subsidiary undertakings, associated

undertakings and any other undertaking in which AHMP and/ or any such subsidiary or associated undertakings (aggregating their interests) has or together have a direct or indirect interest in twenty per cent. or more of the equity share capital (as defined in the Companies Act)

Wider Assura Group Assura and its subsidiary undertakings, associated

undertakings and any other undertaking in which Assura and /or any such subsidiary or associated undertakings (aggregating their interests) has or together have a direct or indirect interest in twenty per cent. or more of the equity share capital (as defined in the Companies Act)Interpretation

For the purposes of this announcement:

a. subsidiary, subsidiary undertaking, associated undertaking and parent

undertaking have the respective meanings given to them by the Companies

Act;

b. references to one gender include all genders and references to the singular

include the plural and vice versa, unless the context requires otherwise;

c. any reference to any provision of any legislation shall include any

amendment, modification, re-enactment or extension thereof; and

d. all references to time in this announcement are to local time in London,

England, unless otherwise stated.

Nothing in this announcement is intended, or is to be construed, as a profitforecast or should be interpreted to mean that earnings per Assura Share forthe current or future financial years will match or exceed the historicalearnings per Assura Share.

vendor
Date   Source Headline
11th Dec 20205:30 pmRNSAshley House
11th Dec 20207:00 amRNSReverse Takeover Update and Administration
26th Aug 20201:27 pmRNSProposed Company Voluntary Arrangement
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1st Aug 201811:34 amRNSDirectors' & PDMRs' Dealings

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