MedicX Fund Limited’ £393m merger with Primary Health Properties

Ashurst is advising MedicX Fund Limited on its all-share merger with Primary Health Properties Plc (PHP).

Under the terms of the merger, which is intended to be implemented by way of a Guernsey law scheme of arrangement of MedicX, PHP will acquire the entire issued and to be issued share capital of MedicX in exchange for new shares in PHP valuing the entire issued and to be issued share capital of MedicX at approximately £393 million.

MedicX is a specialist primary care infrastructure investor in modern, purpose-built primary healthcare properties in the United Kingdom and the Republic of Ireland. It is a closed-ended investment company with UK REIT status, listed on the London Stock Exchange. MedicX’s investment portfolio comprises 166 properties with a value of approximately £806.7 million.

PHP is also a listed UK REIT, whose principal activity is the generation of rental income and capital growth for its shareholders through the acquisition and development of healthcare property in the United Kingdom and the Republic of Ireland. Its properties are leased principally to GPs, the NHS, the HSE and other governmental bodies and other associated healthcare users. It currently has a market capitalisation of approximately £875 million, property investments of approximately £1.5 billion and is a member of the FTSE 250 and EPRA indices.

It is expected that the enlarged group will benefit from a portfolio of 479 properties in the UK and the Republic of Ireland with a combined value of approximately £2.3 billion and a strategic focus on the delivery of primary healthcare, as reflected in the increase in funding set out in the NHS Long Term Plan which was published earlier this month.

Nexus, which provides property management, administrative and advisory services to PHP, has agreed to provide such services to the enlarged group, with certain employees of Octopus Healthcare, MedicX’s existing investment adviser, transferring to Nexus on completion of the merger.

The Ashurst team advising MedicX on the merger is being led by corporate partner Tom Mercer, assisted by associates Hayley Gow, Alli Clark and Duncan Finnie and expertise counsel Caroline Chambers. Corporate partner Tara Waters and associate Kiara De Silva are advising in relation to the enlarged group prospectus to be published by PHP in connection with the merger. Specialist advice is also being provided by partner Ross Mackenzie and associate Danica Barley; real estate finance partner Jessica Jenner and senior associate Stuart Blacklock; and employment partner Ruth Buchanan and senior associate Tom Kavanagh.?

Involved fees earner: Danica Barley – Ashurst; Stuart Blacklock – Ashurst; Ruth Buchanan – Ashurst; Caroline Chambers – Ashurst; Alli Clark – Ashurst; Kiara De Silva – Ashurst; Duncan Finnie – Ashurst; Hayley Gow – Ashurst; Jessica Jenner – Ashurst; Tom Kavanagh – Ashurst; Ross Mackenzie – Ashurst; Tom Mercer – Ashurst; Tara Waters – Ashurst;

Law Firms: Ashurst;

Clients: MedicX Fund Limited ;