On 13 February 2015, PSPI announced that it has entered into a conditional agreement to sell its remaining UK companies, businesses and assets to Embrace, the Group’s UK tenant.
Under the SPA, PSPI has conditionally agreed to sell and Embrace has conditionally agreed to acquire the Group’s remaining UK business, comprising nine UK care home freeholds, office premises, a school and resource centre and domiciliary care and related businesses (together the Wellcare Portfolio).
The terms of the Disposal under the SPA value the Wellcare Portfolio on a cash free, debt free basis at £34.5 million (being £35 million less rent and business licence fees received by the Company from Embrace in respect of any period after 1 January 2015). Implementation of the Disposal will result in the Company receiving, after debt repayment, taxation and transaction costs, £14.2 million in cash. In addition deferred consideration of a further £2.5 million is payable in cash by 31 December 2015 if Embrace is successful in tendering for ongoing domiciliary care contracts in Liverpool, the outcome of which is expected to be known by Embrace in or around April 2015.
Following completion of the sale, the Company and its remaining subsidiaries (the Continuing Group) will have no interests, business or debt in the UK and after completion of the sale of the Lichtenberg property described below, the Continuing Group’s assets will comprise five German properties, with outstanding debt secured against three of these properties, and cash.
Due to its size, and given its importance to the Company, the Disposal is subject to the approval of Shareholders in a general meeting of the Company to be held at 11.00 a.m. on 3 March 2015 at Governance Partners, L.P., First Floor, 7 Bond Street, St. Helier, Jersey JE2 3NP, notice of which is set out in in a circular to be posted to Shareholders.
Certain Shareholders (being Elliott International, L.P. and DBH Global Holdings Limited) who in aggregate hold in excess of 50 per cent. of the Company’s issued share capital have given undertakings (subject to certain qualifications) to vote in favour of the Resolutions. Richard Barnes and Neel Sahai, Non‐Executive Directors of the Company, have also given undertakings to vote in favour of the Resolutions.
For further information please visit www.pspiltd.com or call:
Dr. D. Srinivas
020 7766 7000
Smith Square Partners
0203 696 7260
(Nomad and Broker)
020 7601 6100