Delivering
critical social
infrastructure
2025 was a transformational year.
The combination with Assura creates
a £6 billion healthcare REIT investing
in critical social infrastructure in the
UK and Ireland
Strategic report
1 Our 2025 highlights
2 Acquisition of Assura plc
4 At a glance
6 Our portfolio
7 Investment case
8 Government’s 10-year plan for the NHS
10 Chair’s statement
14 Business review
18 Market review
20 Business model
22 Strategy
24 Key performance indicators
26 Financial review
30 EPRA performance measures
32 Responsible business
48 Task Force on Climate-related Financial Disclosures
55 Section 172 statement
56 Risk management and principal risks
63 Viability statement
Governance
64 Chair’s introduction to governance
66 Compliance with the Code
67 Principles of the Code
68 Board of Directors
70 Corporate governance statement
79 Audit Committee report
84 Nomination Committee report
86 Remuneration Committee report
89 Directors’ remuneration report
106 Directors’ report
110 Directors’ responsibility statement
Financial statements
111 Independent auditor’s report
119 Group statement of comprehensive income
120 Group balance sheet
121 Group cash flow statement
122 Group statement of changes in equity
123 Notes to the Group financial statements
148 Company balance sheet
148 Company statement of changes in equity
149 Notes to the Company financial statements
Shareholder information
156 Notice of Annual General Meeting 2026
171 Shareholder information
172 Glossary of terms
175 Advisers and bankers
Discover more at phpgroup.co.uk Read more in our
Responsible Business Report at
phpgroup.co.uk
Shareholder informationFinancial statementsGovernanceStrategic report
Primary Health Properties PLC Annual Report 2025
Our 2025 highlights
* The IFRS profit after tax per share as set out in the summarised
results table on page 26.
** Including joint ventures at share of ownership.
∆ Alternative performance measures (“APMs”): Measures with this
symbol ∆ are APMs defined in the Glossary section on pages 172
to 174, and presented throughout this Annual Report. All measures
reported on a continuing operations and 52-week comparable basis.
Net rental income
∆
£230m
+49%
2025
2024
2023
2022
2021
£230m
£154m
£149m
£142m
£137m
Adjusted earnings
∆
£131m
+41%
2025
2024
2023
2022
2021
£131m
£93m
£91m
£89m
£83m
IFRS profit after tax
£119m
+190%
2025
2024
2023
2022
2021
£119m
£41m
£27m
£56m
£140m
IFRS profit after
tax per share*
6.6p
+113%
2025
2024
2023
2022
2021
6.6p
3.1p
2.0p
4.2p
10.5p
IFRS NTA per share
98p
-5%
2025
2024
2023
2022
2021
98p
103p
107p
111p
113p
Average cost of debt
∆
3.7%
+30bps
2025
2024
2023
2022
2021
3.7%
3.4%
3.3%
3.2%
2.9%
Dividend per share
7.1p
+3%
2025
2024
2023
2022
2021
7.1p
6.9p
6.7p
6.5p
6.2p
Adjusted earnings per share
∆
7.3p
+4%
2025
2024
2023
2022
2021
7.3p
7.0p
6.8p
6.6p
6.2p
Total property portfolio**
£6.0bn
+115%
2025
2024
2023
2022
2021
£6.0bn
£2.8bn
£2.8bn
£2.8bn
£2.8bn
EPRA NTA per share
∆
99p
-4%
2025
2024
2023
2022
2021
99p
103p
106p
110p
114p
Total property return
∆
7.0%
+280bps
2025
2024
2023
2022
2021
7.0%
4.2%
3.5%
2.8%
9.5%
Total EPRA NTA return
∆
2.7%
-90bps
2025
2024
2023
2022
2021
2.7%
3.6%
1.9%
2.1%
8.9%
Transformational
merger to deliver
value from
becoming the
leading UK
investor in critical
healthcare
infrastructure
Primary Health Properties PLC Annual Report 2025
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Strategic report Governance Financial statements Shareholder information
Acquisition of Assura plc
Transformational merger
With overwhelming shareholder support, the acquisition of Assura was completed in August
2025, creating a £6bn Healthcare REIT investing in critical healthcare infrastructure.
Newly enlarged portfolio
Total property value
£6.0bn
Rent roll
£342m
Properties
1,142
WAULT
10.8yrs
Keeping essential healthcare infrastructure
on the listed market
Following a competitive bid process over several months through
the first half of 2025, we were delighted to receive overwhelming
support from both PHP and Assura shareholders to successfully
complete the merger.
PHP is now the largest UK healthcare REIT, with a portfolio of over
1,100 assets which act as essential social infrastructure enabling
the provision of healthcare services across the UK and Ireland.
Our portfolio provides long dated and secure income, supporting
our progressive dividend policy and enabling shareholders to invest
in community-based assets that respond to the changing needs of
the healthcare system in the UK and Ireland.
A disciplined strategy and
financial framework
• 80% to 90% government backed income target range with new
or regeared leases typically in excess of 20 years
• Organic rental growth greater than 3% to deliver sector-leading,
risk-adjusted total property returns
• Risk controlled and capital light asset management and
development projects
• Targeting a strong investment grade credit rating of BBB+ or better
• LTV target between 40% to 50%
• Net debt : EBITDA target of less than 9.5x
• Interest cover target of greater than 2.5x net rental income
with more than 90% of net debt fixed or hedged
• Strong control on costs and overheads with one of the lowest
EPRA cost ratios in the sector at below 10%
Well placed for future growth in attractive
healthcare markets
As well as enhancing the operating metrics of the combined
portfolio, a “best-of-both” approach has been applied to the
integration to ensure the expertise and capabilities of the
enlarged Group allow shareholders to benefit from the growing
healthcare market.
PHP now has a unique portfolio and skill set across primary
care in the UK and Ireland to access asset enhancement and
development opportunities.
In addition, we have the ability to access attractive future
growth opportunities around private hospitals and adjacent
healthcare assets.
Primary Health Properties PLC Annual Report 2025
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Strategic report Governance Financial statements Shareholder information
Compelling strategic and financial rationale
Management remain focused to generate shareholder value and continue our 30-year track
record of dividend growth
Acquisition of Assura plc continued
Delivering shareholder value
Strong early progress against objectives
Following CMA clearance at the end of October, 60% of expected
cost synergies have been delivered by year end (increasing to 83%
at the date of this report), all debt subject to change of control
clauses have been refinanced and strong progress has been made
on our deleveraging plans.
Cost synergies delivered to date
83%
Future growth opportunities
PHP’s unique portfolio and skill set means we can access a growing
pipeline of development and asset enhancement opportunities
across primary care in the UK and Ireland, as well as in the
private hospital market.
Current development pipeline
£62m
Continuing shareholder value
Our resolute focus remains delivering shareholder value. In January
2026, we announced a 2.8% increase in the quarterly dividend, our
30th consecutive year of dividend growth.
Dividend growth
+2.8%
Focus is on delivering transaction objectives
Creating a market leading platform for secure
income in a growth sector
Realising significant value from
cost synergies
Strengthening the combined Group’s
balance sheet
Reducing the cost of capital through
access to new debt and equity markets
Enhancing liquidity in our listed shares
Leveraging the strong experience and
expertise of the combined management team
Delivering cost
synergies
£9 million of expected cost
savings, targeting an EPRA
Cost Ratio of <10%
Integration
Integrating two businesses
with a “best of both”
approach to enhance
the capabilities of the
enlarged Group
Refinancing
Acquisition facilities to be
refinanced in line with our
financial framework
Strong investment grade
credit rating
Managing leverage
Targeting LTV within
40-50% policy through
disposal of assets utilising
strategic joint ventures
Primary Health Properties PLC Annual Report 2025
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Strategic report Governance Financial statements Shareholder information
At a glance
Capturing significant opportunity
We invest in flexible, modern properties for local healthcare services, let on long term leases to secure tenants with a
property portfolio of over 1,100 assets in the UK and Ireland.
Our purpose
To support the NHS in the UK, the HSE in Ireland and other healthcare providers in tackling the underinvestment in primary care facilities
in both countries by being a leading investor in modern healthcare premises.
Our ambition
To create long term sustainable value for shareholders through investment, development and asset management of healthcare real estate.
Our strategy
Approach to sustainability
A strategy and approach to meet the evolving sustainability needs of the healthcare sector. PHP is committed to transitioning to net zero
carbon (“NZC”) by 2030 for all of the Group’s operational, development and asset management activities.
Manage Grow Deliver Fund
Read more in our Strategy section on pages 22 and 23
Read more in our Responsible business section on pages 32 to 47
Primary Health Properties PLC Annual Report 2025
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Strategic report Governance Financial statements Shareholder information
7.5p
7.0p
6.5p
6.0p
5.5p
5.0p
4.5p
4.0p
3.5p
3.0p
2.5p
2.0p
1.5p
1.0p
0.5p
0.0p
At a glance continued
Building on a strong and resilient portfolio
Our portfolio delivers resilient and growing cash flows which, through careful
management and cost control, flows into growing adjusted earnings to support
our progressive
1
dividend policy.
Entering 30 years of consecutive dividend growth
1 Progressive is where it is expected to continue to rise each year, as defined in the Glossary section on pages 172 to 174.
2 7.30 pence is an annualised amount, based on the first quarterly dividend of 1.825 pence.
1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026
1.50p
0.8p
1.40p
1.75p
2.00p
2.25p
2.50p
2.75p
3.00p
3.38p
3.75p
4.13p
4.25p
4.38p
4.50p
4.63p
4.75p
4.88p
5.00p
5.125p
5.25p
5.40p
5.60p
5.90p
6.20p
6.50p
6.70p
6.90p
7.30p
2
7.10p
Our portfolio of growth
Contracted rent roll
£342m
(2024: £154m)
Adjusted earnings
£131m
(2024: £93m)
Number of tenants
2,608
(2024: 1,207)
Number of properties
1,142
(2024: 516)
Primary Health Properties PLC Annual Report 2025
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Strategic report Governance Financial statements Shareholder information
Our portfolio
Like-for-like
rental growth
2.7%
(2024: 2.7%)
Occupancy rate
99%
(2024: 99%)
Our properties and geography
The majority of our healthcare facilities are GP surgeries, with a growing proportion of our portfolio let
to the HSE in Ireland and independent health providers in the UK.
Rental growth outlook
2025 continued to see strong like-for-like organic
rental growth of £9.1 million, with rent review
completions generating £8.3 million of
additional annualised income.
We continue to see an improving outlook for
open market rent reviews, supported by the
40% of our portfolio which is now subject to
indexed or fixed uplifts.
Completed asset management projects
in the year delivering a further £0.8 million
of annualised rental growth.
Portfolio size by location (£m)
Midlands and East Anglia
North East, Yorkshire and Humberside
London
South East
North West
Republic of Ireland
Wales
South West
Scotland
1,319
782
1,015
670
809
340
307
337
360
GP/Government
bodies 76%
Independent
operators 13%
Pharmacy 7%
Other 4%
Tenant covenant analysis
Open market 60%
Indexed 34%
Fixed 6%
Rent review basis
Primary care (UK)
Number of assets
1,059
Value
£4.9bn
Rent roll
£275m
WAULT
8.4yrs
Primary care (Ireland)
Number of assets
28
Value
£0.3bn
Rent roll
£20m
WAULT
16.1yrs
Private hospitals
Number of assets
33
Value
£0.7bn
Rent roll
£44m
WAULT
22.0yrs
JVs & other
Number of assets
22
Value
£0.1bn
1
Rent roll
£3m
1
WAULT
18.5yrs
Read more about our markets on pages 18 and 19
1 JVs included at share of ownership.
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Strategic report Governance Financial statements Shareholder information
Investment case
A proven, long term success story
PHP is a strong business creating progressive
1
returns for shareholders by investing in healthcare real estate let
on long-term leases, backed by a secure underlying covenant where the majority of rental income is funded directly
or indirectly by a government body.
• The UK’s largest healthcare REIT, with over 1,100 properties
across the UK and Ireland, at a combined valuation of £6 billion,
11 year WAULT and 99% occupancy.
• Low risk, long term, non-cyclical, secure government
backed income.
• Progressive income generation with 30-year track record
of consistent dividend growth.
• Confidence in rental growth outlook, targeting 3%
annual growth.
• Demographic tailwind created by growing and ageing
population, generating demand for health services.
• Continued shift of services into primary care setting,
supported by the NHS 10-year plan and Neighbourhood
Health Centre model.
• Significant investment required with 50% of the existing
UK primary care estate deemed “not fit for purpose”
• Relationships with key health stakeholders place PHP at the
centre of the solution to deliver on the Government’s plans.
• Active management of portfolio central to the strategic
priorities of stable income, growth through investment
and a disciplined approach to leverage.
• Strong control on overhead with EPRA Cost Ratio <10%.
• 100% of termed out debt fixed or hedged, with a low average
cost of 3.7%.
• Enhanced total property returns and delivering shareholder
value, with 8% CAGR on 30-year dividend track record.
Annualised growth from rent reviews
3.2%
(2024: 2.9%)
Neighbourhood health centres announced in the
2025 Autumn Budget
250
Growth in quarterly dividend announced
2
2.8%
(2024: 2.9%)
1 Progressive is where it is expected to continue to rise each year, as defined in the Glossary section on pages 172 to 174.
2 Increase in dividend of 2.8% announced on 13 January 2026 with effect from March 2026 quarterly payment.
PHP’s portfolio –
modern healthcare properties
Operating in a growth sector Sector leading financial performance
and cost control
Primary Health Properties PLC Annual Report 2025
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Strategic report Governance Financial statements Shareholder information
Government’s 10-year plan for the NHS
Core vision
The plan aims to address structural failings and make the NHS sustainable by focusing on three major shifts:
1 2 3
From hospital to community Analogue to digital
Sickness to prevention
Move care closer to home, reducing
reliance on hospitals.
Focus on the estate
The Government has recognised that much of the current
primary care estate is ageing and has committed to rolling
out neighbourhood health centres across the country.
250
Neighbourhood health centres planned by 2035
Embrace technology for faster,
more efficient care.
More power to patients
The Government plans for the NHS app to become the front door
to the NHS, with people able to access care and choose their
providers directly, including the private sector.
39m
Registered NHS app users
Prioritise proactive health management
over reactive treatment.
Priority for long term conditions
With a focus on improving well being and increasing life
expectancy, the 10-year plan aims to keep people well for longer,
especially in under-served communities.
46%
Of adults over 16 have a long term condition
Shift in the focus of healthcare and Primary Care
Why this matters to investors
Primary Health Properties PLC Annual Report 2025
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Strategic report Governance Financial statements Shareholder information
Government’s 10-year plan for the NHS continued
Secure government-backed income
Rent reimbursement for GP practices and leases held directly
by NHS organisations with long term covenants will be at the
core of neighbourhood health services.
Mergers and consolidations
of GP practices will continue
Operating at scale supports practices’
sustainability and enhances their ability to
work with the NHS to invest in their premises.
Higher technology specification
The shift to digital along with greater use of
AI requires investment in the estate to unlock
productivity gains.
Primary Care Networks (“PCNs”)
and further models will be backed
New contracting mechanisms will support the
delivery of neighbourhood health services at
scale in all communities.
Providing and hosting a wider
range of services
Co-location and consolidation of services
will bring more care and more professionals
to neighbourhoods.
Care will increasingly move
into community settings
Training of the workforce will also need to shift
to enable professionals to develop the skills to
deliver neighbourhood health services.
Health and wellbeing focus
Getting people back to work and, with an
ageing population, keeping people well for
longer will be an integral part of keeping the
NHS sustainable.
Government favours a hub-
and-spoke model
To ensure that care truly is closer to people’s
home, a mixed model of provision is required
to meet communities’ needs.
Delivering a sustainable NHS
The NHS remains committed on its journey
towards a net zero carbon service by 2045.
Portfolio resilience
Properties with the space to scale and adapt will play a major
role in delivering additional capacity in primary care alongside
new builds.
Structural growth opportunities
The Government is committed to shifting more care into
communities and working with the private sector to deliver
more efficient care to improve patient outcomes.
ESG alignment
Managing costs and increasing the sustainability of services is
key to maintaining the viability of GP partnerships and
neighbourhood health services.
20%
of the current primary care
estate is older than the NHS
>30m
appointments at GP surgeries
a month
>50%
of patients are seen by
practice nurses or an allied
health professional
What will the 10-year plan mean for PHP? Why this matters to investors
Increasing momentum
The momentum is clearly towards a shift in the system, with greater emphasis on community-based care and increasing
investment in Primary Care services and infrastructure. Plan to achieve this shift requires external investment.
Primary Health Properties PLC Annual Report 2025
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Strategic report Governance Financial statements Shareholder information
Chair’s statement
Building momentum
2025 was a transformational year for PHP, obtaining overwhelming
shareholder and wider stakeholder support for the combination
with Assura plc (“Assura”) to create a £6 billion healthcare REIT
invested in critical social infrastructure across the UK and Ireland
which will deliver material financial and strategic benefits to
stakeholders in the future.
I am delighted to welcome former Assura shareholders to the
enlarged Group. The resulting increase in the Company’s market
capitalisation places PHP in the top quartile of the London Stock
Exchange FTSE 250 with the additional benefits of significantly
increased share liquidity, investor reach and a lower cost of capital.
We are pleased to have produced such a good set of results
despite the time spent by the business on the transaction, and
continue to deliver on our track record of continuous dividend
growth, which now enters the 30th consecutive year, highlighting
the benefit of PHP’s long-standing disciplined approach to
managing our portfolio and balance sheet and our cost base.
The performance in the year is a testament to the quality of PHP’s
business model, portfolio and management team. I am proud of
how colleagues across the newly enlarged business have
collaborated together in the short period since the Competition
and Markets Authority (“CMA”) review concluded at the end of
October. We recognise that the future success of the Group
depends on our people and I would again like to warmly thank all
our employees and the Board for their continued commitment,
dedication and professionalism.
Future strategy and financial framework
The combination with Assura has created a UK REIT of significant
scale and liquidity with a portfolio of long-leased, sustainable
infrastructure assets principally let to government tenants and
leading UK healthcare providers, benefiting from high income
security, longevity, diversity of assets, geography and broad
mix of rent review types.
To support the combined Group’s progressive dividend policy,
paid on a quarterly basis, we have set out our future strategy
and financial framework which will focus on:
• 80% to 90% government backed income target with new
or regeared leases typically in excess of 20 years;
• Organic rental growth greater than 3% to deliver sector-leading,
risk-adjusted total property returns;
• Risk controlled and capital light asset management and
development projects;
• Targeting a strong investment grade credit rating of BBB+
or better;
• LTV target of 40% to 50%;
Harry Hyman
Non-executive Chair
“ The dividend increase highlights
the benefit of PHP’s long standing
disciplined approach to managing
our portfolio, balance sheet and
cost base.”
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Strategic report Governance Financial statements Shareholder information
Adjusted earnings per share growth
+4.3%
Dividend per share growth
+2.9%
Chair’s statement continued
Future strategy and financial framework continued
• Net debt : EBITDA target of less than 9.5x;
• Interest cover target of greater than 2.5x net rental income,
with more than 90% of debt fixed or hedged; and
• Strong control on costs and overheads, with one of the lowest
EPRA cost ratios in the sector at below 10%.
Our immediate focus is now on delivering the post combination
objectives of reducing leverage back to our targeted range,
delivering the £9 million of annualised cost synergies identified and
integrate the two businesses effectively, combining their
respective strengths to deliver the best of both organisations.
Joint ventures and disposals
A full portfolio review is currently ongoing and as previously reported
we aim to establish new strategic joint ventures and deliver further
disposals to achieve our goal to reduce leverage back to our
targeted range of 40-50% and optimise shareholder returns.
We continue to make good progress regarding opportunities to
expand our existing joint venture, where we have agreed terms
to transfer a further £103 million of assets from our primary care
portfolio. Additionally, we have received four offers, from highly
credible investors, to establish a new strategic joint venture on our
private hospital portfolio. We are excited about the prospect of
continuing to build a new strategic joint venture of size and scale
which will bring financial benefits to all parties while supporting
investment in critical healthcare infrastructure and generating
positive social impact across the UK.
Following completion of the combination with Assura the enlarged
Group has sold four non-core assets for £8.3 million.
Combination with Assura
On 12 August 2025, PHP obtained control of Assura with 63%
of shareholders accepting our shares and cash offer, which
subsequently increased to 98% before the offer was closed on
10 September 2025. The acquisition of Assura completed in full on
20 October 2025 when the final 2% of Assura shares were legally
acquired, and Phase 1 clearance from the CMA was received on
29 October 2025 which enabled integration of the two businesses
to commence.
In the short space of time since CMA clearance, we have made
strong progress and delivered annualised cost synergies totalling
£7.5 million or 83% of the target, which has been achieved primarily
through a reduction in people costs and elimination of duplicated
professional fees. These synergies do not include any reductions in
the enlarged Group’s cost of funds.
The fair value of the total consideration paid for the acquisition
of Assura was just over £1.6 billion, funded through the issue of
1.26 billion new ordinary shares of 12.5 pence each, at a weighted
average price of 93 pence per share, equivalent to £1,171 million,
cash consideration of £407 million and transaction costs including
stamp duty of £42 million.
Operational performance
Throughout 2025 we have continued to focus on and deliver
a strong and resilient operational performance, reflecting the
security and longevity of our income, which are important drivers
of our predictable, growing income stream and underpin our
progressive dividend policy.
We have maintained our strong operational property metrics,
with high occupancy at 99% (31 December 2024: 99%) and a long
weighted average unexpired lease term (“WAULT”) of 10.8 years (31
December 2024: 9.4 years). Following the combination, 76%
(31 December 2024: 89%) of the Group’s rent is currently funded
directly or indirectly by the UK and Irish governments, with a
further 13% funded by strong and well established private hospital
operators who continue to experience improving operational
performance at our assets.
The value of the property portfolio, including our share of joint
ventures, now stands at £6.0 billion (31 December 2024: £2.8 billion)
across 1,142 assets (31 December 2024: 516 assets), including
28 assets in Ireland, with a total rent roll of £342 million
(31 December 2024: £154 million).
It is pleasing to report that the portfolio generated a valuation
surplus of £48 million (2024: deficit of £38 million), reflecting gains
of approximately £72 million (2024: gain of £63 million) arising from
rental growth and asset management activity, partially offset by
a deficit of £24 million (2024: deficit of £101 million) as a result
of yield expansion of 3 bps (2024: 17 bps), primarily due to small
adjustments to align the valuation approach across the enlarged
portfolio. Following a stabilisation of primary care valuation
yields in the second half of 2024, these have continued to remain
broadly flat in 2025 with a small uptick in transaction volumes.
The portfolio’s average lot size has remained unchanged at
£5.3 million (31 December 2024: £5.3 million).
The reversionary potential of the enlarged Group’s primary care
portfolio continues to remain strong with a current low average
rent, subject to open market reviews, of c.£200 psm. New
asset management and development projects are starting to
see rents being rebased to an average of £218 psm and £277 psm
respectively, to make these schemes economically viable, providing
crucial evidence to support our rent review activities across the
wider portfolio. In 2025, rent reviews and asset management
generated an extra £9.1 million (2024: £4.0 million) of annualised
rental income.
We continue to focus on driving rental growth and unlocking
the reversionary potential from our enhanced rent review, asset
management and development capabilities. The integration of
the two teams will achieve the best of both and unlock further
opportunities in the UK and Ireland across primary and private
healthcare markets.
Primary Health Properties PLC Annual Report 2025
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Strategic report Governance Financial statements Shareholder information
Overview of results
Adjusted earnings increased by £38 million or +41% (2024: +£2 million
or +2.4%) to £131 million (2024: £93 million). The significant increase
reflects just under five months of additional income arising from
the combination with Assura portfolio along with the solid
performance of the underlying portfolio driven by organic growth
from rent reviews and asset management activity in the year. Using
the weighted average number of shares in issue in the year, the
adjusted earnings per share increased to 7.3 pence
(2024: 7.0 pence), an increase of 4.3% (2024: +2.9%).
A revaluation surplus of £48 million (2024: deficit of £38 million)
was generated in the year from the portfolio, equivalent to 2 pence
(2024: deficit of 3 pence) per share.
Profit after tax as reported under IFRS rose to £119 million
(2024: £41 million).
EPRA NTA reduced by 4% to 99 pence per share (31 December
2024: 103 pence). The combination with Assura impacted the EPRA
NTA by 6 pence per share, reflecting the effects of the share
exchange ratio and transaction costs incurred. On an underlying
basis, a 2 pence per share uplift was delivered from the positive
portfolio revaluation. Including the MtM benefit of fixed rate debt
of 5 pence per share, Adjusted NTA stands at 104 pence.
The Group’s balance sheet remains robust, with significant liquidity
headroom, with cash and collateralised undrawn loan facilities,
after capital commitments, totalling £571 million (31 December 2024:
£271 million). The loan to value ratio of 57% (31 December 2024:
48%) is currently higher than our targeted range of between 40%
and 50%, as a result of the combination with Assura, but as noted
above, we have a clear plan to bring this back within the targeted
range during 2026.
Dividends
The Company distributed a total of 7.1 pence per share in 2025
which was fully covered, an increase of 2.9% over the 2024
dividend of 6.9 pence per share. The total value of dividends
distributed in the year increased by 27% to £117 million (2024:
£92 million), which were fully covered by adjusted earnings. During
2025, the scrip dividend scheme continued to be suspended as a
consequence of the ongoing weakness in the share price and a
Dividend Reinvestment Plan continued to be offered in its place.
The first interim dividend of 1.825 pence per share, equivalent to
7.3 pence on an annualised basis, an increase of 2.8% over the 2025
rate, was paid on 13 March 2026 and the second is payable on 8
May 2026 to shareholders on the register at 27 March 2026.Both
dividends represent a Property Income Distribution of 1.325 pence
and an ordinary dividend of 0.5 pence.
The Company intends to maintain its strategy of paying a
progressive dividend, paid in equal quarterly instalments, that
is covered by adjusted earnings in each financial year. Further
dividend payments are planned to be made on a quarterly basis
in May, August and November 2026 which are expected to
comprise a mixture of both Property Income Distribution and
normal dividend. It is proposed that authority will be sought at
the AGM for the re-introduction of the scrip dividend for future
dividends, at the Directors’ discretion.
Board changes
We were delighted to welcome Jonathan Davies to the Board
following his appointment as an independent Non-executive
Director effective from 1 December 2025. Jonathan brings a deep
understanding of the sector and Assura’s business, having served
as its Senior Independent Director and, latterly, Chair, providing the
Company’s stakeholders with continuity during the integration
period and beyond.
Johannesburg Stock Exchange (“JSE”)
secondary listing
During the year, the Company continued to build on the growing
interest in the Company and its profile in the South African market,
where investors have shown strong interest in the combination with
Assura and the Group’s unique healthcare property investment
opportunity. Since joining the JSE in October 2023, the secondary
listing has helped contribute to liquidity in the Group’s shares and
as at 31 December 2025, approximately 49 million shares or 2%
(31 December 2024: 14 million or 1%) of the register is now listed
on the JSE. We continue to help potential South African investors
acquire PHP shares and provide further liquidity on the JSE with
the objective of increasing the number of shares listed there to
between 5% and 10% of the Group’s total issued share capital.
Environmental, Social and Governance (“ESG”)
PHP has a strong commitment to responsible business and ESG
matters are at the forefront of the Board’s and our various
stakeholders’ considerations. PHP published in 2022 a Net Zero
Carbon (“NZC”) Framework setting out the five key steps we are
taking to achieve a target of being NZC by 2030. However, the
combination with Assura and significant increase in the scale of the
portfolio means now is the right time to review appropriate targets.
Consequently, we will revisit both PHP’s NZC Framework and
Assura’s NZC Pathway, including Science Based Targets initiative
targets, over the course of 2026.
During 2025, we continued to progress the delivery of our original
NZC Framework achieving net zero operations for the third year in
succession and the Group completed three NZC developments at
Croft, West Sussex; South Kilburn, London; and an NHS children’s
therapy centre at Fareham, Hampshire.
We continue to modernise existing buildings and improve the
environmental credentials of our portfolio through the asset
management programme. As at 31 December 2025, 63% of assets
have an EPC rating of A or B (31 December 2024: 47%) and 93%
at A to C (31 December 2024: 88%).
As a leading provider of modern primary care premises, we aim to
create a lasting positive social impact, particularly on the health
outcomes and wellbeing in the communities where we are invested.
We believe that our activities benefit not only our shareholders but
also our wider stakeholders, including occupiers, patients, the NHS
and HSE, suppliers, lenders and the wider communities in both the
UK and Ireland.
Further details on our progress in the year, objectives for the future
and approach to responsible business can be found in
our Responsible Business Report.
Chair’s statement continued
Primary Health Properties PLC Annual Report 2025
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Healthcare market update and outlook
The UK Government’s 10-year plan for the NHS in England was
launched in July 2025 to create a new model of care fit for the
future, setting out three radical shifts – from hospital to
community, analogue to digital, and sickness to prevention.
• The move from hospital to community will be delivered through a
“neighbourhood health service” that will join up multiple services
through local teams to make them patient focused, accessible
and, in time, offer predictive and preventative care, anticipating
need rather than reacting to it.
• The move to digital will be through the NHS app to improve
patient access to services and control their data in a single
patient record.
• The move from sickness to prevention will include an ambition to
end obesity, incentivisation of healthier choices, better support
for people to find and stay in work, an expansion of mental
health support and increased use of genomics to enable
intervention for people at high risk of developing disease.
There is a clear theme of reducing the reliance on hospitals and
an accompanying commitment to shift expenditure away from
expensive hospital care. Consequently, the plan should be a
catalyst for unlocking significant future opportunities in primary
care and community diagnostics.
In support of the shift from hospital to community, the plan
outlines the development of neighbourhood health centres (“NHC”)
in every community acting as a “one stop shop” for patient care
and the place from which multidisciplinary teams operate. The
objective of NHCs is to create an offer that meets population
needs holistically by co-locating NHS, local authority and voluntary
sector services, bringing historically hospital based activities such
as diagnostics, post-operative care and rehabilitation into the
community. They should also offer a variety of services such as
smoking cessation, weight management, employment support and
debt advice providing convenient access to services, particularly
for those with complex needs, and supporting more integrated
working by healthcare and allied professionals. Importantly, much
of the existing UK primary care infrastructure is incapable of
facilitating these broad, multi-disciplinary services in the
community.
The creation of NHCs will therefore mandate the improved
utilisation of existing assets and the delivery of new premises.
The plan recognises that private capital, including third-party
development, will be essential to the delivery of the new estate
and this was enhanced by the announcement of the NHS
Neighbourhood Rebuild Programme in the Autumn 2025 Budget.
PHP is strategically well placed to assist and support the
Government and NHS with the NHC programme by enhancing
its existing estate through both the Group’s pro-active asset
management and development activities.
Investment market update
Primary care asset values have continued to perform well due to
recognition of the security of their government backed income,
crucial role in providing sustainable healthcare infrastructure
and more importantly a stronger rental growth outlook enabling
attractive reversion over the course of long leases. As a result, we
have continued to see a pick-up in transaction volumes in the UK,
across both primary care and private hospital markets, which are
supportive of our property valuations and give us confidence in our
ability to complete our deleveraging objectives in the short term.
Yields adopted by the enlarged Group’s valuers have remained
stable in 2025, moving out by only 3 bps to 5.4%, primarily as a
result of small adjustments to align the valuation approach across
the enlarged portfolio. We believe the sector has reached an
inflexion point with future rental growth driving positive
performance in the future.
PHP outlook
The immediate focus of the business is on delivering the strategic
benefits and priorities following the combination with Assura:
managing leverage through moving assets into joint ventures or
sales, integrating the two businesses and continuing to deliver cost
synergy benefits and refinancing the acquisition facilities.
PHP has delivered another year of strong operational and financial
performance with a focus on driving rental growth from our existing
assets, and we are encouraged by the firmer tone of rental growth
experienced over the last couple of years. We believe the dynamics
of inflation in recent years, including significantly increased build
costs combined with demand for new primary care facilities and
the need to modernise the estate, will continue to drive future
rental growth, and we are starting to see the evidence of this
through our asset management and development pipelines.
Our portfolio has very resilient operating metrics in a healthcare
market with strong fundamental demographic characteristics,
supported by a supportive political backdrop and the need for
greater investment in healthcare infrastructure to support the
delivery of services in local community settings. PHP has a unique
portfolio, strong operational platform and skill-set across primary
care in the UK and Ireland with attractive future growth
opportunities focused around private hospitals and adjacent
healthcare assets.
These factors give us confidence in our ability to continue to
generate attractive shareholder returns which, combined with
our disciplined strategy and financial framework, support our
progressive dividend policy and enable us to look forward to
2026 and beyond with confidence.
Harry Hyman
Non-executive Chair
16 March 2026
Read more in our Responsible
Business Report at phpgroup.co.uk
Read more about our culture
on page 45
Read more about our stakeholders
on pages 45 and 49
Chair’s statement continued
Primary Health Properties PLC Annual Report 2025
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Business review
The leading healthcare
REIT investing in critical
social infrastructure across
the UK & Ireland
2025 has been a very active and transformational year following
the combination with Assura; adding £3.0 billion of assets with
a rent roll of £182 million per annum. The combination provides a
significant increase in the Group’s scale, with a property portfolio
entirely focused on critical social healthcare infrastructure.
The increased scale resulting from the Assura merger provides the
Group with a lower cost of capital and more scope to drive and
improve the organic income growth that can be derived from the
portfolio. We are targeting rental growth in the future in excess of
3% per annum to continue to deliver sector-leading, risk-adjusted
total property returns.
The Assura portfolio increased our exposure to private hospitals
and post year end we have progressed negotiations with offers
received from four credible counterparties to put this portfolio
into a new strategic joint venture to help to reduce the Group’s
leverage back to the target range of 40% to 50% and a
government-backed income target of 80% to 90%.
Rental growth
PHP’s sector-leading metrics remain robust and we continue
to focus on delivering organic rental growth derived from our
portfolio of secure income assets. This growth arises mainly
from rent reviews and asset management projects (extensions,
refurbishments and lease re-gears), which provide an important
opportunity to increase income, extend lease terms and create
value. Enhancing our assets ensures that they continue to meet
their communities’ healthcare needs, often improving their ESG
credentials and ensure they also play a crucial role in helping
the NHS fulfil its 10-year plan.
Throughout 2025, we continued to see strong organic rental
growth from both our existing and the newly acquired Assura
portfolio on a like-for-like basis with rent roll increasing by
£9.1 million or 2.7% (PHP: £4.1 million or 2.6%; Assura: £5.0 million
or 2.8%). The improving rental growth outlook seen over the last
couple of years has continued and it should be noted that most
of the increase comes from rent reviews arising primarily in the
periods prior to 2023, a period when rental growth was muted
and did not reflect the higher levels of construction cost and
general inflation experienced in recent years.
We have also seen the improving rental growth outlook reflected in
the valuation of the portfolio, with the independent valuers’
assessment of estimated rental values (“ERV”) subject to open
market reviews increasing by 2.7% in 2025 (2024: 3.2%).
Rent review performance
The enlarged Group completed 665 (2024: 341) rent reviews with
a combined rental value of £122 million (2024: £42 million), adding
£8 million and delivering an average uplift of 6.8% against the
previous passing rent (2024: £3 million/7.7%).
60% of our rents are reviewed on an open market basis, which
typically takes place every three years. The balance of the portfolio
has either indexed (34%) or fixed uplift (6%) based reviews which
also provide an element of certainty to future rental growth within
the portfolio. Approximately 50% of index-linked reviews, including
private hospitals, in the UK are subject to caps and collars which
typically range from 6% to 12% over a three-year review cycle.
Reviews in Ireland and relating to the private hospital portfolio
performed very strongly, adding over £1 million to rent roll
respectively. In the private hospital portfolio, an uplift of 3.2%
over the previous passing rent was achieved on 20 index-based
reviews, which are annual reviews subject to collars and caps which
typically range from 1.5% to 4% per annum. In Ireland, this related
to 25 index-based reviews (2024: 12) with an uplift of 20.9% (2024:
15.3%) against the previous passing rent. Irish rent reviews
generally occur every five years, linked to the Irish Consumer Price
Index, and are upwards and downwards typically with a cap of 25%
over a five-year cycle.
Mark Davies
Chief Executive Officer
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Business review continued
Rent review performance continued
The growth from reviews completed in the year, noted above,
is summarised below:
Review type Number
Previous
rent
(per annum)
£m
Rent
increase
(per annum)
£m
% increase
total
% increase
annualised
Primary care
– open market
1
324 42 2.7 6.5% 2.1%
Primary care
– indexed 249 33 3.1 9.4% 4.6%
Primary care
– fixed 47 8 0.4 4.8% 2.1%
Primary care
– total 620 83 6.2 7.5% 3.1%
Private hospitals
– indexed/fixed 20 34 1.1 3.2% 3.2%
UK – total 640 117 7.3 6.2% 3.1%
Ireland
– indexed 25 5 1.0 20.9% 4.1%
Total – all
reviews 665 122 8.3 6.8% 3.2%
1 Includes 36 reviews (2024: 35) where no uplift was achieved.
At 31 December 2025, 1,159 (31 December 2024: 600) open market rent
reviews representing £169 million (31 December 2024: £89 million)
of passing rent, were outstanding, out of which 575 (31 December
2024: 326) have been triggered to date. These reviews are expected
to add another £5.1 million (31 December 2024: £2.7 million) to the
contracted rent roll when concluded, representing an uplift of 5.9%
(31 December 2024: 5.5%) against the previous passing rent. The
balance of the outstanding reviews will be actioned when there is
further comparative evidence to support the estimated rental values
.
Valuation and returns
In the year, we have continued to see values stabilise with yields
flat and the impact of rental growth delivering valuation growth.
We expect this trend to continue in 2026.
As at 31 December 2025, the Group’s portfolio comprised 1,142
assets (31 December 2024: 516) independently valued at £6.0 billion
(31 December 2024: £2.75 billion), including the Group’s share of joint
ventures. After allowing for acquisition costs and capital expenditure
on developments and asset management projects, the portfolio
generated a valuation gain of £48 million or 0.8% (2024: deficit
of £38 million or -1.4%).
During the second half of the year, the Group’s portfolio net initial
yield (“NIY”) was flat, albeit the overall yield increased to reflect
the change in portfolio composition, including the private hospital
portfolio following the acquisition of Assura, to stand at 5.4%
(31 December 2024: 5.2%), and the true equivalent yield is 5.7%
at 31 December 2025 (31 December 2024: 5.3%). The movement of
yields created a deficit of approximately £24 million, but this has been
outweighed by gains of approximately £72 million arising from an
improving rental growth outlook and asset management projects.
The movement in the portfolio’s valuation deficit is summarised
in the table below:
£ million H1 2025 H2 2025 FY 2025
NIY expansion (£9m)/
+3bps
(£15m)/
0 bps
(£24m)/
+3 bps
Rental growth £29m £43m £72m
Total surplus £20m £28m £48m
We continue to see evidence of an improving market for healthcare
real estate both in the UK and Ireland which are increasingly viewed
as attractive social infrastructure assets with a growing rental income
stream which is secure, long and predictable. There are new pools
of capital looking at the asset class including global infrastructure
funds, pension funds and life assurance companies, most of whom
manage large pools of capital at a lower cost of capital. This improved
liquidity is likely to enhance asset valuations in the future.
The large number of outstanding reviews reflect the requirement
for all awards to be agreed with the District Valuer. A great deal
of evidence to support open market reviews comes from the
completion of historical rent reviews and the rents set on delivery
of new properties into the sector. Recent asset enhancement
projects and new build developments have shown a willingness
of the District Valuer to accept higher rent levels, and whilst this is
encouraging, further progress is still required.
Asset management projects
The enlarged Group continues to progress an advanced pipeline of 51
projects which highlight the improving rental growth outlook, with the
current weighted average rent of £189 psm due to increase by around
15% to £218 psm post completion. These projects provide important
evidence for future rent review settlements across the wider portfolio.
In the UK, across both PHP and Assura portfolios, we exchanged on
eight (2024: ten) new asset management projects, 21 (2024: eight)
lease re-gears and 20 (2024: seven) new lettings during 2025.
These initiatives will increase rental income by £0.8 million, investing
£5.0 million and extending the leases back to an average of 17 years
for the asset management projects.
The Company will continue to invest capital in a range of physical
extensions or refurbishments through asset management projects
which help avoid obsolescence, including improving energy efficiency,
and which are key to maintaining the longevity and security of our
income through long term occupier retention, increased rental income
and extended occupational lease terms, adding to both earnings and
capital values.
Primary Health Properties PLC Annual Report 2025
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Valuation and returns continued
The total property returns generated by the portfolio in the period
are set out below:
Year ended
31 December 2025
Year ended
31 December 2024
Income return 5.7% 5.5%
Capital return 1.3% (1.3%)
Total return 7.0% 4.2%
The portfolio’s average lot size remained at £5.3 million
(31 December 2024: £5.3 million), with 85% of the portfolio
(31 December 2024: 88%) valued at over £3.0 million.
Number of
properties
Valuation
£m %
Average
lot size
£m
>£10m 131 2,217 37 17
£5m–£10m 244 1,636 28 7
£3m–£5m 312 1,209 20 4
£1m–£3m 417 844 14 2
<£1m (including
land £4m) 38 31 <1 <1
Total
1
1,142 5,937 100 5.3
1 Excludes the £13 million impact of IFRS 16 Leases with ground rents
recognised as finance leases.
Robust portfolio metrics
The portfolio’s annualised contracted rent roll at 31 December 2025
was £342 million (31 December 2024: £154 million), with the majority
of the increase (£182 million) relating to the acquisition of Assura.
The remainder of the increase was driven by organic rent reviews and
asset management totalling £4 million and additions of £1 million, as
well as £1 million of foreign exchange benefit on the portfolio in
Ireland. These increases were offset by £1 million relating to
disposals and tenant expiries. The rent roll includes £2.7 million
which represents PHP’s share of properties held in joint ventures.
The security and longevity of our income are important drivers
of our secure, long term predictable income stream and enable
our progressive dividend policy.
PHP continues to see significant growth opportunities in Ireland,
driven by sustained Government investment in healthcare
infrastructure and a strategic shift towards community-based
healthcare. We completed the acquisition of the Laya Healthcare
facility, Cork, in the year for consideration of €22 million/£18 million
delivering an earnings yield of 7.1%, let to Ireland’s second largest
provider of private health insurance and clinical services, providing
a bespoke urgent care and diagnostic facility utilising the latest
medical technology available. We have also completed the
development of a primary care centre in Ballybay and are on
site with three further new build projects.
We continue to monitor several potential opportunities in Ireland
and in particular two forward funded developments with an
expected cost of approximately €60 million (£52 million) being
progressed by our development partner in Ireland.
Private hospitals
The enlarged Group now has a portfolio of 33 private hospitals,
including one forward funded development on site, with a total
value of approximately £0.7 billion.
In the period since acquisition, PHP has benefited from the strong
income growth from the private hospitals and we have since
identified opportunities to capture upside from asset management
and development.
During the year, the portfolio has continued to demonstrate strong
operating metrics, reflecting the sustained growth of the private
healthcare sector. Private hospital rents increased by 3.2% in 2025
with the weighted average rent cover also improving to 2.8x
(2024: 2.6x).
With the sustained growth of the private sector market, across
the three main payor groups of private medical insurance, NHS
referred and self-pay, we see this asset class as an attractive
investment opportunity offering robust cash flows, typically with
annual indexed-linked rent reviews and strong growth prospects.
We are currently on site with a £21 million forward fund development
in Peterborough and a £6 million extension to Tees Valley Hospitals,
both for Ramsay Healthcare, strengthening our long-standing
relationship with one of the UK’s largest independent providers of
NHS referred services.
Security: PHP continues to benefit from secure, long term cash
flows with 76% (31 December 2024: 89%) of its rent roll funded
directly or indirectly by the NHS in the UK or HSE in Ireland.
The portfolio also benefits from a consistently high occupancy
rate of 99% (31 December 2024: 99%).
Longevity: The portfolio’s WAULT at 31 December 2025 was
10.8 years (31 December 2023: 9.4 years). £58 million or 17%
of our income is currently holding over or expires over the next
three years, of which c.75% have agreed terms or are in advanced
discussions to renew their lease. £157 million or 46% expires
beyond ten years. The table below sets out the current lease expiry
profile of our income:
Income subject to expiry £ million %
Holding over
1
16 5
<3 years 42 12
4–5 years 45 13
5–10 years 81 24
10–15 years 57 17
15–20 years 42 12
>20 years 59 17
Total 342 100
1 Given the unique nature of the portfolio, growing demand and low supply it is
extremely unlikely that the occupiers will not renew their lease.
Ireland
At 31 December 2025, the portfolio in Ireland comprised 28 standing
and fully let properties which includes three developments currently
on site, valued at £341 million or €391 million (31 December 2024:
21 assets/£255 million or €309 million). The portfolio in Ireland has
been valued at a NIY of 5.1% (31 December 2024: 5.0%) and a true
equivalent yield of 5.3% (31 December 2024: 5.3%), reflecting the
acquisition of the Assura Irish assets.
Business review continued
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Private hospitals continued
As previously announced and reported above, we expect the
portfolio will be moved into a new strategic joint venture during
2026, retaining a meaningful economic exposure whilst benefiting
from bringing in a strategic long term partner to reduce leverage
and diversify our funding sources.
Joint ventures
The Group has a strategic joint venture with USS which,
a at 31 December 2025, held assets valued at £176 million
(PHP share: £35 million), including two developments on site at
Weston-super-Mare and Tetbury currently under construction.
The joint venture offers the Group a long term strategic partner
with which to jointly fund essential community-based NHS
infrastructure, including new build primary care schemes,
generating positive social impact across the UK which offer
important rental evidence for the wider portfolio.
PHP has agreed commercial terms, subject to due diligence, to
transfer a further £103 million of assets into the joint venture,
generating a cash receipt of £82 million, net of PHP’s 20% share,
which is due to complete in the second quarter of 2026. If
completed, this will increase the total size of the joint venture
to approximately £290 million, including the two development
schemes under construction.
The Group also holds interests in two smaller joint ventures, acquired
with Assura, with a value of £27 million (PHP share: £14 million).
Risk-controlled development
During the year, the Group completed two net zero carbon
developments at Croft, West Sussex and South Kilburn, London. The
Group also completed a net zero carbon development of an NHS
children’s therapy centre at Fareham, Hampshire, a GP medical
centre development in Winchester, Hampshire and a primary care
centre in Ballybay, Ireland.
The enlarged Group has an improved development capability
at time when the sector needs new healthcare infrastructure and is
currently on site with six developments which are summarised in
the table below:
Development
Estimated
practical
completion
Total
cost
Cost to
complete
Yield on
cost
Birr PCC, Ireland Q2 2026 £13m
€15m)
£3m
(€3m)
5.1%
Castlebar PCC,
Ireland
Q4 2026 £14m
€16m)
£6m
(€7m)
5.3%
Youghal PCC,
Ireland
Q1 2027 £14m
(€16m)
£11m
(€12m)
4.6%
Private hospital,
Peterborough
Q1 2027 £21m £17m 6.1%
Tetbury PCC Q4 2026 £1m
1
£1m
1
5.5%
Weston-super-
Mare PCC Q3 2027 £2m
1
£2m
1
5.1%
Total £65m £40m 5.4%
1 JV assets included at 20% share.
Business review continued
Investment and pipeline
We continue to monitor several potential development opportunities
with a pipeline across primary care in both the UK and Ireland and
private hospitals, as detailed in the table below. These will only be
progressed if accretive to earnings and they deliver the appropriate
risk-adjusted returns.
The immediate pipeline of opportunities in legal due diligence
continues to be focused predominantly on PHP’s existing portfolio
through asset management projects, but we see a growing opportunity
for development with the opportunity to fund some of these
through our joint ventures to ensure appropriate risk-adjusted
returns are achieved.
In legal due diligence Advanced pipeline
Pipeline Number Cost Number Cost
UK Primary Care –
asset management 15 £9m 36 £16m
UK Primary Care –
development — — 1 £4m
UK Primary Care
– joint venture at
share — — 3 £6m
Ireland – forward
fund development — — 2
£52m
(€60m)
Total pipeline 15 £9m 42 £78m
Conclusion
This has been a transformational year for PHP and the strong
platform we have created is well placed to deliver value as the
leading investor, manager and developer of critical healthcare
infrastructure across the UK and Ireland. The management are very
focused on delivering on our priorities and excited about the
prospects to create growth in the future.
Mark Davies
CEO
16 March 2026
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“ We are very pleased with
performance of the private hospital
assets and see significant upside
potential from our portfolio. Our
preference remains to hold the
private hospital assets in a strategic
joint venture and very good
progress is being made.”
Market review “ Each of the markets that we
operate in faces growing demand
to support the shifting
demographics and trend for more
services to be delivered out of
hospitals and in the community.”
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Market review continued
Capitalising on our growth drivers
Each of the markets that we operate in faces growing demand to support the shifting demographics and trend for more services to be delivered out of hospitals.
Primary care (UK)
The largest component of our portfolio, GP surgeries and
medical centres are the first point of access for patients,
acting as a central hub for the communities they serve and
housing a growing range of health professionals and services
to ease the pressure on hospitals.
Approximately 50% of primary care buildings in the UK are not
fit for purpose, meaning significant investment is required to
support the aims of the NHS 10-year plan and create a system
of neighbourhood health centres.
Primary care (Ireland)
Like in the UK, Irish primary care facilities play a vital role
in the local population’s access to healthcare services.
With a more rural population, typically a greater range of
services is provided, to avoid patients needing to travel long
distances to hospital. This means primary care and enhanced
community care centres (“ECC”) include technology for
services such as X-rays, MRI scans and blood tests.
The HSE’s Slaintecare programme has identified the locations of
the next wave of ECCs to be developed over the coming years.
Private hospitals
Independent hospitals play a vital and growing role in the
provision of health services in the UK. Whether specialising
in diagnostic testing, investing in technological advancements
such as robotic surgery, or focusing on procedures such as
cataracts, orthopaedic surgery or oncology, each hospital
meets the needs of the local population and health economy.
With growing demand across the three patient routes (private
medical insurance, NHS referral and self-pay), most of the
top operators are looking to add new hospitals, or enhance
existing buildings by adding new theatres or equipment
such as MRI scanners.
Our response
We are working with customers in our buildings to identify
opportunities to enhance our assets with extensions,
reconfigurations or new build development projects that
facilitate a greater range of services being provided –
which benefits both patients and the entire health system.
Our response
PHP’s leading portfolio in Ireland and the specialist expert
capabilities of our Axis Technical Services team mean we are
well placed to capture new building development opportunities.
We have recently moved on site with the €16 million primary
care centre in Youghal.
Our response
Our portfolio of 33 private hospitals has seen growing demand
for services – creating opportunities to enhance these
buildings through the addition of additional theatres or space
for equipment such as MRI scanners. We are also on site with
a £21 million new build hospital in Peterborough.
Private hospitals
+46%
Growth in revenues by independent operators
in the private health sector 2019-2024
Primary care (UK)
250
Planned neighbourhood health centres announced
in Autumn Budget 2025
Primary care (Ireland)
SC2025+
Slaintecare 2025+ Vision to provide high quality health
and social care for all the people of Ireland
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Business model
Creating long term
sustainable value
We invest in flexible, modern properties for local primary healthcare.
The overall objective of the Group is to create progressive returns to
shareholders through a combination of earnings growth and capital
appreciation. To achieve this, PHP has invested in healthcare real
estate let on long term leases, backed by a secure underlying
covenant where the majority of rental income is funded directly
or indirectly by a government body.
Our key strengths
Prudent risk management:
PHP aims to operate in a relatively low risk
environment to generate progressive returns to
shareholders through investment in the
primary healthcare real estate sector, which is
less cyclical than other real estate sectors.
Long term focus:
By providing additional space facilitating the
provision of additional services or extending
the term of underlying leases, PHP can
increase and lengthen its income streams
and create the opportunity to add
capital value.
Experienced and
innovative management:
PHP’s portfolio is managed by an
experienced team within an efficient
management structure, where operating
costs are tightly controlled.
Appropriate capital structure:
PHP funds its portfolio with a diversified
mix of equity and debt, as well as
partnering with selected joint venture
partners, in order to optimise risk-adjusted
returns to shareholders.
Key characteristics of the portfolio
Occupancy rate
of 99%
Weighted average
unexpired lease length
of 10.8 years
UK leases have effectively
upward-only rent reviews
Irish leases linked
to Irish CPI
Strong tenant covenant –
76% of rent roll paid directly/
indirectly by government
bodies
40% of portfolio on
fixed or indexed uplifts.
60% open market
review, typically
every three years
Highly visible
cash flows
and stable
valuation yields
Primary Health Properties PLC Annual Report 2025
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Wider outcomes
Social impact
PHP aims to provide modern premises located within
communities around the UK and Ireland to enable
better access to an increasing range of services
being delivered locally with greater accessibility than
from hospitals.
We own, manage and develop critical social
infrastructure and have a big and positive social
impact on the communities we invest in.
Environmental impact
Environmental impact is an integral consideration
in the development, design and construction of new
PHP properties. When developing new premises,
PHP and its development partners seek to achieve
the highest BREEAM standards in the UK or a nearly
zero energy building (“nZEB”) rating in Ireland, as well
as improving our premises’ energy performance.
We have seen continued improvement in portfolio
EPC ratings with 63% and 93% (2024: 47% and 88%)
rated A–B and A–C respectively, driven by the asset
management programme and Assura merger.
Healthcare targets
The modern, flexible premises that PHP provides
facilitate the provision of more wide ranging and
integrated care services helping to realise the NHS’s
target of 24/7 access to GP services and the HSE’s
expansion of primary care infrastructure.
Investors
The Company’s share price started the year at
93.3 pence per share and closed on 31 December 2025
at 97.9 pence, an increase of 4.9%. Including
dividends, those shareholders who held the
Company’s shares throughout the year achieved a
Total Shareholder Returns of 12.5% (2024: -3.5%).
Values
We employ sustainable design to develop, refurbish
and upgrade our buildings to modern medical and
environmental standards.
NHS/primary healthcare
Our flexible, modern properties benefit not only our
shareholders but also our occupiers, patients, the
NHS and HSE, suppliers and the wider communities in
both the UK and Ireland.
Patients
PHP’s portfolio serves over 11 million patients, which
is expected to further increase as primary healthcare
demands increase to assist with overstretched
Accident & Emergency (“A&E”) departments, and
with the ageing and growing population.
Communities
We support initiatives that further the health,
wellbeing and education of our local communities.
Our buildings enable a growing array of health
services to be delivered by a range of health
professionals, supporting the NHS 10-year plan as
well as the Government’s Neighbourhood Health
Centre model.
People
We conduct our business with integrity and invest
in human capital, with 156 employees in the UK
and Ireland. We have a long standing track record of
supporting employees in their professional
development studies.
People are our biggest asset and following the
transformational merger with Assura, the business
has benefited from the best of both.
Our strategy
1
Grow
The Group looks to selectively grow its
property portfolio by funding and acquiring
high quality developments and newly
developed facilities and investing in
already completed, let properties.
Manage
PHP manages its portfolio effectively
and efficiently, managing the risks faced
by its business in order to achieve its
strategic objectives.
Fund
The Group funds its portfolio with a
diversified mix of equity and debt on
a secured and unsecured basis, in order
to optimise risk-adjusted returns
to shareholders.
Deliver
PHP aims to deliver growing adjusted earnings
to support our progressive dividend policy.
Business model continued
4
3
2
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Strategic report Governance Financial statements Shareholder information
Strategy
Grow
The Group looks to selectively
grow its property portfolio
by funding and acquiring high
quality developments and newly
developed facilities and
investing in already completed,
let healthcare real estate.
Link to KPIs
A
B
C
D
E
F
G
H
Link to risks
1
2
Activity in 2025
• Transformational acquisition of Assura plc,
doubling the size of our portfolio and
enhancing our capabilities for developments
and in the private hospital market
• Portfolio now stands at 1,142 healthcare
assets, including 28 in Ireland, 33 private
hospitals and 22 held in joint ventures
• Total property return in the year of 7.0%,
with the income return remaining strong
at 5.7% supported by 1.3% of capital return
as property valuations have now stabilised
Looking forward
• Sector fundamentals of long leases and
government backed income continue to
drive demand in the sector
• Continue to monitor a number of potential
standing investments, direct and forward
funded developments and asset
management projects with an advanced
pipeline across a number of opportunities
in both the UK and Ireland but these will
only be progressed if accretive to earnings
Manage
PHP manages its portfolio
effectively and efficiently,
managing the risks faced by its
business in order to achieve
its strategic objectives.
Link to KPIs
A
D
E
F
Link to risks
3
4
5
Activity in 2025
• £9.1 million, or 2.7% additional income
from rent reviews and asset
management projects
• Across both the PHP and Assura portfolios
we exchanged on eight new asset
management projects, 21 lease re-gears
and 20 new lettings during the year.
These initiatives will increase rental income
by £0.8 million, investing £5.0 million and
extending the leases back to an average of
17 years for the asset management projects
• EPRA cost ratio of 9.8% continues to be
one of the lowest in the sector, targeting a
reduction to 9% when cost synergies have
been delivered
Looking forward
• Strong pipeline of over 51 advanced asset
management projects and lease regears
across the enlarged Group, aiming to
increase the weighted average rent due
on these schemes by around 15%, providing
important rent review evidence
• Continued discussions with occupiers and
the NHS to discuss requirements and
opportunities as well as continue to
negotiate rents in order to deliver an
acceptable return
Our core strategic objectives
Primary Health Properties PLC Annual Report 2025
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Strategic report Governance Financial statements Shareholder information
Fund
The Group funds its portfolio
with a diversified mix of equity
and debt on a secured and
unsecured basis, in order
to optimise risk-adjusted returns
to shareholders.
Link to KPIs
A
B
C
F
G
H
Link to risks
6
7
Activity in 2025
• Significant activity in the year with support
from a range of lenders to provide
acquisition facilities for the combination
with Assura
• Subsequently, all debt subject to change
of control clauses successfully waived or
facilities refinanced
• Significant liquidity headroom with cash
and collateralised undrawn loan facilities
totalling £571 million (2024: £271 million)
after taking into account capital
commitments of £56 million
Looking forward
• Good progress is being made on expanding
the existing joint ventures and establishing a
strategic joint venture for our private
hospital portfolio where we see exciting
growth opportunities
• Following deleveraging target being
achieved, acquisition facilities to be
refinanced. Demand from debt investors
remains strong, reflecting the secure
income generated by our asset class and the
enhanced scale of our portfolio
Deliver
PHP aims to deliver growing
adjusted earnings, whilst
maintaining a strong balance
sheet, to support our
progressive dividend policy.
Link to KPIs
A
B
C
D
E
F
G
H
Link to risks
8
9
Activity in 2025
• Adjusted earnings per share of 7.3 pence
increased by 4.3% (2024: 7.0 pence)
• Dividend per share increased by 2.9%
to 7.1 pence
• Total EPRA NTA return of 2.7% (2024: 3.6%)
• Strong organic rental growth from rent
reviews and asset management projects
• Acquisition of Assura has grown presence
and expertise in growth markets of private
hospitals and Ireland
Looking forward
• Increased scale and liquidity increases range
of funding options for future growth,
including utilisation of selected joint
ventures to optimise capital structure
• Group maintains close cost control with
clear target for expected cost synergies
and just under 80% of the Group’s termed
out net debt being fixed or hedged, protecting
underlying earnings from potential future
economic changes. This will increase as we
refinance the acquisition facility as part of
the deleveraging strategy.
Strategy continued
KPIs
A
Adjusted earnings per share
B
Dividend cover
C
Total property portfolio
D
Total property return
E
Capital invested in asset management projects
F
EPRA cost ratio
G
Loan to value
H
Average cost of debt
Read more about our Key Performance Indicators
on pages 24 and 25
Risks
1
Property pricing and competition
2
Financing
3
Lease expiry management
4
People
5
Responsible business
6
Debt financing
7
Interest rates
8
Potential over-reliance on the NHS and HSE
9
Foreign exchange risk
Read more about our Risks on pages 56 to 62
Primary Health Properties PLC Annual Report 2025
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Key performance indicators
How our performance is measured
A
Adjusted earnings per share
∆
7.3p
+4.3%
7.3p
7.0p
6.8p
2025
2024
2023
Rationale
Adjusted earnings per share is a key measure of the
Group’s operational performance as it excludes all
elements not relevant to the underlying net income
performance of the properties.
Performance
Adjusted earnings per share increased in the year,
reflecting the strong organic rental growth in the
period and a partial year impact of the Assura
acquisition which completed in August 2025.
B
Dividend cover
∆
112%
+900bps
103%
101%
101%
2025
2024
2023
Rationale
The Group looks to maintain a progressive dividend
policy which it aims to cover from its operational
performance. Dividend cover looks at the proportion
of dividends paid in the year that are funded
by adjusted earnings, presented on a per share basis.
Performance
Dividends paid in 2025 were fully covered by adjusted
earnings and we intend to maintain a strategy of
paying a progressive dividend that is covered by
adjusted earnings in each financial year.
C
Total property portfolio
£6.0bn
+115%
£6.0bn
£2.8bn
£2.8bn
2025
2024
2023
Rationale
The Group looks to selectively grow its portfolio in
order to secure the yield gap between income returns
and the cost of funds.
Performance
The acquisition of Assura in August 2025 saw our
portfolio significantly increase in scale to £6.0 billion.
In addition, two acquisitions were completed (Laya
Healthcare, Ireland and Coatham, Redcar) and three
development projects in South Kilburn (London), Croft
(West Sussex) and Ballybay (Ireland).
D
Total property return
∆
7.0%
+280bps
7.0%
4.2%
3.5%
2025
2024
2023
Rationale
The Group invests in properties that provide
the opportunity for increased returns through
a combination of rental and capital growth.
Performance
Income return of 5.7% in the year (2024: 5.5%) was
boosted by a capital return of 1.3% (2024: deficit of
1.3%) delivering a total property return of 7.0%.
Strategy
1
Grow
2
Manage
3
Fund
4
Deliver
Read more about our strategy on pages 22 and 23
Link to strategy
1
2
3
4
Link to strategy
1
3
4
Link to strategy
1
4
Link to strategy
1
2
4
∆ Alternative performance measures (“APMs”): Measures with this symbol ∆ are APMs defined in the Glossary section on pages 172 to 174,
and presented throughout this Annual Report. All measures reported on a continuing operations and 52-week comparable basis.
Primary Health Properties PLC Annual Report 2025
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Key performance indicators continued
E
Capital invested in asset
management projects
£16m
+21%
£16m
£13m
£13m
2025
2024
2023
Rationale
The Board is committed to keeping its assets fit for
purpose and developing them to meet the needs of the
Group’s occupiers.
Performance
Across both the PHP and Assura portfolios, we
exchanged on eight new asset management projects,
21 lease re-gears and 20 new lettings during the year.
These projects maintain the longevity of the use of its
properties as well as generating enhanced income and
capital growth. A strong pipeline of 51 projects will
continue to achieve this objective.
F
EPRA cost ratio
∆
11.3%
+50bps
11.3%
10.8%
10.7%
2025
2024
2023
Rationale
The EPRA cost ratio is used to provide an indicator
of the efficiency of the management of the Group
looking at total administrative costs as a proportion
of net rental income.
Performance
The slightly higher EPRA cost ratio reflects a temporary
increase during the integration of the Assura business,
with the full benefit of synergies expected in the 2027
financial year. Excluding vacancy and Axis costs, the
EPRA cost ratio is 9.8%.
G
Loan to value
∆
56.9%
+880bps
56.9%
48.1%
47.0%
2025
2024
2023
Rationale
The Board seeks to maintain an appropriate balance
between the use of external debt facilities and
shareholder equity in order to enhance shareholder
returns whilst managing the risks associated with
debt funding.
Performance
The Assura acquisition has resulted in a temporary
increase to the LTV. A clear plan is in place to bring this
within the Group’s targeted range of between 40% and
50% during 2026.
H
Average cost of debt
∆
3.7%
+30bps
3.7%
3.4%
3.3%
2025
2024
2023
Rationale
The combination of a range of maturities and tenors of
debt is key to the Group achieving the lowest blended
cost of debt.
Performance
The Company continues to operate with just under
80% of termed out facilities being fixed or hedged with
interest rate swaps. All facilities inherited from Assura
have had change of control clauses waived or have
been successfully refinanced. Acquisition facilities are
expected to be refinanced during 2026.
Strategy
1
Grow
2
Manage
3
Fund
4
Deliver
Read more about our strategy on pages 22 and 23
Link to strategy
1
2
4
Link to strategy
1
2
3
4
Link to strategy
1
3
4
Link to strategy
1
3
4
∆ Alternative performance measures (“APMs”): Measures with this symbol ∆ are APMs defined in the Glossary section on pages 172 to 174,
and presented throughout this Annual Report. All measures reported on a continuing operations and 52-week comparable basis.
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Financial review
Organic rental growth and effective cost management
The combination with Assura has transformed the portfolio,
more than doubling in size to £6.0 billion (31 December 2024:
£2.8 billion) and increasing our contracted rent roll to £342 million
(31 December 2024: £154 million). The merger also brings
significant additional benefits of increased scale, share liquidity,
investor reach and a lower cost of capital that will continue to
support our progressive dividend policy.
Earnings in the year benefited from the combination with Assura
in August 2025 which contributed approximately 4.5 months of
income to the enlarged Group. Adjusted earnings increased by
41% to £131 million (2024: £93 million) or by 4.3% to 7.3 pence
(2024: 7.0 pence) on a per share basis. Driving this increase was
a 49% increase in net rental income supported by organic rental
growth achieved from the portfolio and a strong culture of cost
control. The full benefits of the merger will be seen in 2026
and beyond.
Richard Howell
Chief Financial Officer
Summarised results
The financial results for the Group are summarised as follows:
£m £m
Net rental income 230 154
Share of joint venture profit and
Axis PHP contribution 1 1
Administrative expenses (19) (12)
Operating profit before
revaluation, net financing costs
and exceptional items 212 143
Net financing costs (81) (50)
Adjusted earnings 131 93
Revaluation gain/(deficit) on
property portfolio 48 (38)
Exceptional revaluation loss arising
on acquisition of Assura
1
(37) —
Total revaluation gain/(deficit) on
property portfolio (inc. share of JVs) 11 (38)
Fair value loss on interest rate
derivatives and convertible bond (9) (8)
Amortisation of debt MtM at
acquisition (Assura and MedicX) (6) 3
Other exceptional items /
amortisation of intangible assets (5) (3)
IFRS profit before tax 122 47
Taxation (corporation and deferred
tax provision) (3) (6)
IFRS profit after tax 119 41
1 The exceptional revaluation loss arising on the acquisition of Assura comprises
transaction costs of £42 million less a £5 million discount arising on the
difference between the total consideration paid and the fair value of the net
assets acquired.
The Group’s balance sheet remains robust, with significant
liquidity headroom, with cash and collateralised undrawn
loan facilities, after capital commitments, totalling £571 million
(31 December 2024: £271 million). The loan to value ratio of
just under 57% (31 December 2024: 48.1%) is currently above
our targeted range of between 40% and 50%, as a result of the
combination with Assura, but we have a clear plan to bring this back
within the targeted range during 2026.
Assura acquisition
On 12 August 2025, PHP obtained control of Assura with 63%
of shareholders accepting our shares and cash offer which
subsequently increased to 98% before the offer was closed on
10 September 2025. The acquisition of Assura was completed
in full on 20 October 2025 when the final 2% of Assura shares were
legally acquired and Phase 1 clearance from the CMA was
received on 29 October 2025 which enabled integration of the
two businesses to commence.
The acquisition of Assura has been accounted for as a property
acquisition and the fair value of the consideration paid and net
assets acquired was just under £1.6 billion, funded through a
combination of shares and cash and summarised in the table below:
£m
Fair value of consideration paid
1,258.6 million shares issued 1,171
Cash 407
Total consideration paid including costs 1,578
Fair value of net assets acquired
Investment property 3,021
Investment in joint ventures and investments 57
Net debt (1,382)
Other net assets and liabilities (118)
Total net assets 1,578
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Financial review continued
Summarised results continued
The increase in adjusted earnings in the year can be summarised as follows:
Year ended
31 December
2025
£m
Year ended
31 December
2024
£m
Year ended 31 December
93 91
Net rental income 74 —
Administrative expenses (5) —
Net interest payable
(30) —
Total contribution from Assura 39 —
PHP like-for-like net rental income growth 3 4
Administrative expenses (2) (1)
Net financing costs (2) (1)
Year ended 31 December 131 93
The largest impact on adjusted earnings came from the acquisition of Assura, which contributed
£39 million reflecting approximately 4.5 months of additional income from 12 August 2025 when
PHP obtained control.
Excluding this contribution, net rental income received in 2025 increased by £3 million, reflecting the
rental growth arising from completed rent reviews and asset management projects across the PHP
portfolio, and the addition of Laya Healthcare facility, Cork and completed developments at South
Kilburn, London and Croft, West Sussex, offset by an increase in non-recoverable property costs.
Administration expenses continue to be tightly controlled and the Group’s EPRA cost ratio remains
one of the lowest in the sector at 9.8% (2024: 10.1%) excluding Axis PHP and direct vacancy costs.
The increase in the year reflects the temporary increase in overheads whilst the targeted £9 million
of synergies are delivered. By December 2025, £5.4 million or 60% of synergies had been agreed
(which has increased to £7.5 million or 83% at the date of reporting on 16 March 2026) but the full year
impact of these savings will be seen in 2026.
EPRA cost ratio
Year ended
31 December
2025
Year ended
31 December
2024
EPRA cost ratio 11.3% 10.8%
EPRA cost ratio excluding Axis overheads and direct vacancy costs 9.8% 10.1%
Total expense ratio
1
(administrative expenses as a percentage of
gross asset value) 0.5% 0.4%
1 Total expense ratio adjusted to reflect a pro-forma full year of administration costs for Assura.
Excluding the impact of acquisition facilities, net finance costs in the period increased by £2 million,
reflecting the increase in net debt since December 2024, as a result of the acquisition of the Laya
Healthcare facility and expenditure on development and asset enhancement activity, as well as the
effect of new swap arrangements entered into January 2025.
IFRS profit after tax increased by £78 million to £119 million (2024: £41 million) predominantly driven by the
contribution from the combination with Assura of £39 million and a £86 million movement in the valuation
of property portfolio with a gain of £48 million in 2025 compared to a deficit of £38 million in 2024.
Balance sheet
A summary of the enlarged Group’s balance sheet along with a reconciliation between Adjusted,
EPRA and IFRS net tangible assets (“NTA”) is detailed in the table below:
Year ended 31 December 2025 2025 2025 2024
Wholly
owned
£m
Share of
JVs and
investments
£m
EPRA
proportionally
consolidated
£m
Wholly
owned
£m
Investment properties 5,891 49 5,940 2,750
Properties held for sale 11 — 11 3
Group investment property 5,902 49 5,951 2,753
Net debt (3,392) — (3,392) (1,323)
Other net (liabilities) / assets (116) 9 (107) (29)
Unamortised fair value of acquired debt 102 — 102 (25)
IFRS NTA
1
2,496 58 2,554 1,376
Deferred tax and intangible assets 8 — 8 2
EPRA NTA
1
2,504 58 2,562 1,378
Fair value of bank debt not recognised under IFRS 129 — 129 150
Adjusted NTA
1
2,633 58 2,691 1,528
IFRS NTA per share (pence) 98p 103p
EPRA NTA per share (pence) 99p 103p
Adjusted NTA per share (pence) 104p 114p
1 See Note 7, net asset value per share, to the financial statements. Adjusted net tangible assets (“NTA”), EPRA NTA, EPRA
net disposal value (“NDV”) and EPRA net reinstatement value (“NRV”) are considered to be alternative performance measures.
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Strategic report Governance Financial statements Shareholder information
Shareholder value
EPRA NTA reduced by 4% to 99 pence per share (31 December 2024: 103 pence). The combination with
Assura impacted the EPRA NTA by 6 pence per share, reflecting the effects of the share exchange ratio
and transaction costs incurred. On an underlying basis, a 2 pence per share uplift was delivered from
the positive portfolio revaluation. Including the MtM benefit of fixed rate debt of 5 pence per share,
Adjusted NTA stands at 104 pence.
The table below sets out the movements in the EPRA NTA and Adjusted NTA over the year:
EPRA & Adjusted NTA per share £m Pence per share
Opening EPRA NTA 1,378 103
Adjusted earnings for the year 131 7.3
Dividends paid (117) (7.1)
Revaluation of property portfolio 48 2
Impact of Assura combination 1,122 (6)
Closing EPRA NTA per share 2,562 99
Fair value of bank debt not recognised under IFRS 129 5
Closing Adjusted NTA 2,691 104
The mark-to-market (“MtM”) of the Group’s fixed rate debt as at 31 December 2025 was an asset of
£231 million (31 December 2024: asset £126 million), equivalent to 9 pence per share (31 December 2024:
asset of 9 pence), illustrating the attractive, long term fixed nature of the Group’s debt book. Of this,
4 pence relates to the Assura debt acquired, with the 5 pence balance relating to existing PHP facilities
and is not reflected in EPRA NTA. The MtM valuation is sensitive to movements in interest rates
assumed in forward yield curves.
Financing
The cash component of the transaction was funded by way of a new £1.225 billion unsecured bridging
loan provided by Citibank, N.A., London Branch, Lloyds Bank plc and The Royal Bank of Scotland Plc.
We have subsequently cancelled £225 million of this facility due to the refinancing work noted below
with £1.0 billion of the facility now remaining.
Subsequent to acquisition, several refinancing steps have been taken:
• Change of control waivers obtained plus term extensions to the unsecured Assura £266 million
term-loan and £200 million revolving credit facility.
• £357 million of Assura private placement debt has been refinanced since completion of the
acquisition, through a combination of a new unsecured Euro denominated private placement
debt and re-couponing of an existing unsecured loan note, as follows:
• A new €120 million (£105 million) private placement loan, maturing in November 2032, has been
issued at an all-in fixed rate of 3.89% providing a natural currency hedge for the Assura Irish
property portfolio and the Laya Healthcare Facility, Cork acquired for €22 million in February 2025;
• £60 million tranche maturing October 2034 has been refinanced and re-couponed at an all-in rate
of 5.60%; and
• The balance of the private placement debt, including £70 million that matured in October 2025,
has been repaid from the bridging facility put in place to finance the acquisition of Assura.
In August 2025, Fitch confirmed Assura’s credit rating as BBB+ (negative outlook) from A- following
completion of the merger, reflecting the execution risk of the planned asset disposals. It is our
intention to seek a credit rating for the enlarged Group in the coming months which we believe will
be beneficial to the cost of finance and will widen the range of funding sources available.
The Group’s balance sheet and financing position remain strong, with cash and committed undrawn
facilities totalling £571 million (31 December 2024: £271 million) after contracted capital commitments
of £56 million (31 December 2024: £36 million) across the development and asset management
projects currently on site.
At 31 December 2025, total available loan facilities were £4,019 million (31 December 2024: £1,630 million),
of which £3,411 million (31 December 2024: £1,327 million) had been drawn. Cash balances of £20 million
(31 December 2024: £4 million) resulted in Group net debt of £3,392 million (31 December 2024: £1,323 million).
The Group’s key debt metrics are summarised in the table below:
Debt metrics
31 December
2025
31 December
2024
Average cost of debt – drawn 3.7% 3.4%
Average cost of debt – fully drawn 4.0% 4.0%
Loan to value 57% 48.1%
Total net debt fixed or hedged 73% 100.0%
Net rental income to net interest cover 2.8 times 3.1 times
Net debt/EBITDA
2
10.4 times 9.3 times
Weighted average debt maturity – drawn facilities 4.1 years 5.7 years
Weighted average debt maturity – all facilities 3.7 years 4.9 years
Total drawn secured debt £1,082m £1,177m
Total drawn unsecured debt £2,330m £150m
Total undrawn facilities and available to the Group
1
£571m £271m
Unfettered assets £3,197m £47m
1 Including the impact of capital commitments at the year end.
2 Net debt/EBITDA adjusted to reflect the pro-forma full year of earnings from Assura.
The unsecured convertible bond with a nominal value of £150 million was repaid, post period end,
at maturity on 15 July 2025 from the Group’s undrawn committed revolving credit facilities.
Financial review continued
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Average cost of debt
The Group’s average cost of debt increased at the year end to 3.7% (31 December 2024: 3.4%) as a
result of the acquisition facilities taken on. As explained above, the Group intends to reduce leverage
back to the targeted range of 40–50% in 2026 through the establishment of new strategic joint
ventures and delivery of further disposals. Following this, the Group expects to partially repay and
refinance these acquisition facilities to fixed rates to protect the Group from interest rate volatility.
Interest rate exposure
The analysis of the Group’s exposure to interest rate risk in its debt portfolio as at 31 December 2025
is as follows:
Facilities Net debt drawn
£m % £m %
Fixed rate debt 2,028 51 2,028 60
Hedged by fixed rate interest rate swaps
1
466 12 466 14
Floating rate debt – unhedged 1,525 37 898 26
Total 4,019 100 3,392 100
Interest rate swap contracts
In January 2025, the Group fixed, for two years, £200 million of nominal debt at a rate of 3.0% and
a new FX forward trade hedge, detailed below, for an all-in premium of £4.9 million. The Group also
inherited from Assura a fixed rate interest rate swap in respect of the £266 million term loan, fixed at a
rate of 4.148% until August 2026. The fixed rate swaps provide further protection to the Group’s
interest rate exposure, especially whilst rates continue to remain elevated and volatile. The fixed rate
swaps in place effectively hedge out the current net debt drawn, with the exception of acquisition
facilities which we expect to refinance during 2026, to bring the level of fixed and hedged proportion
of the net debt drawn to above 95%.
Accounting standards require PHP to mark its interest rate swaps to market at each balance
sheet date. During the year there was a loss of £4 million (2024: loss of £5 million) on the fair value
movement of the Group’s interest rate derivatives due the passage of time and decreases in interest
rates assumed in the forward yield curves used to value the interest rate swaps. The net MtM of the
swap portfolio is an asset value of £0.1 million (31 December 2024: net MtM asset £0.2 million).
Financial review continued
Currency exposure
The Group owns €391 million or £341 million (31 December 2024: €309 million/£255 million) of Euro
denominated assets in Ireland, as at 31 December 2025, and the value of these assets and rental
income represented 6% (31 December 2024: 9%) of the Group’s total portfolio. In order to hedge the
risk associated with exchange rates, the Group has chosen to fund its investment in Irish assets
through the use of Euro denominated debt, providing a natural asset to liability hedge, within the
overall Group loan to value limits set by the Board. At 31 December 2025, the Group had €367 million
(31 December 2024: €274 million) of drawn Euro denominated debt.
Euro rental receipts are used firstly to finance Euro interest and administrative costs and any surpluses
are used to fund further portfolio expansion. Given the large Euro to Sterling fluctuations seen in recent
years and continued uncertainty in the interest rate market, the Group entered, in January 2025, a new
FX forward trade hedge (fixed at €1.1459: £1) for a two-year period to cover the approximate
Euro denominated net annual income of €10 million per annum, minimising the downside risk of the
Euro remaining above €1.1459:£1.
Alternative Performance Measures (“APMs”)
PHP uses adjusted earnings and EPRA net tangible assets amongst other APMs to highlight the
recurring performance of the property portfolio and business, which management believes provide
additional information to help understand the financial performance in the period. The APMs are
in addition to the statutory measures from the financial statements. The measures are defined and
reconciled to amounts presented in the financial statements within this Annual Report at Note 7 and in
the Glossary.
Richard Howell
Chief Financial Officer
16 March 2026
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EPRA performance measures
Providing
transparent
information
Adjusted earnings per share
∆
7.3 pence, up 4% (2024: 7.0 pence).
Definition
Adjusted earnings is EPRA earnings excluding the MtM
adjustments for fixed rate debt acquired with the mergers
with Assura (2025) and MedicX (2019), divided by the weighted
average number of shares in issue during the year.
Purpose
A key measure of a company’s underlying operating results and
an indication of the extent to which current dividend payments
are supported by earnings.
Calculation
See Note 7 to the Group financial statements.
EPRA earnings per share
∆
6.9 pence, down 4% (2024: 7.2 pence).
Definition
EPRA earnings is the profit after taxation excluding investment
and development property revaluations, gains or losses on
disposals, changes in the fair value of financial instruments
and associated close-out costs and their related taxation
and one-off exceptional payments divided by the weighted
average number of shares in issue during the year.
Purpose
A measure of a company’s underlying operating results and
an indication of the extent to which current dividend payments
are supported by earnings.
Calculation
See Note 7 to the Group financial statements.
Adjusted net tangible assets (“NTA”) per share
∆
104 pence, down 9% (2024: 114 pence).
Definition
Adjusted net tangible assets are the EPRA net tangible
assets including the MtM adjustment of the fixed rate debt not
included on the balance sheet under IFRS, divided
by the number of shares in issue at the balance sheet date.
Purpose
Makes adjustments to IFRS net assets to provide stakeholders
with the most relevant information on the fair value of the
assets and liabilities within a true real estate investment
company with a long term investment strategy.
Calculation
See Note 7 to the Group financial statements.
EPRA NTA per share
∆
99 pence, down 4% (2024: 103 pence).
Definition
EPRA net tangible assets are the balance sheet net assets,
excluding the MtM value of derivative financial instruments and
the convertible bond fair value movement, and deferred taxes
divided by the number of shares in issue at the balance
sheet date.
Purpose
Makes adjustments to IFRS net assets to provide stakeholders
with the most relevant information on the fair value of the
assets and liabilities within a true real estate investment
company with a long term investment strategy.
Calculation
See Note 7 to the Group financial statements.
The Company is a member of the European
Public Real Estate Association (“EPRA”). EPRA
has developed a series of measures that aim
to establish best practices in accounting,
reporting and corporate governance and
to provide transparent and comparable
information to investors.
We use EPRA and adjusted measures to illustrate PHP’s underlying
recurring performance and to enable stakeholders to benchmark
the Group against other property investment companies.
Set out opposite is a description of each measure and how
PHP performed.
∆ Alternative performance measures ("APMs"): Measures with this symbol ∆ are APMs defined in the Glossary section on pages 172 to 174, and presented throughout
this Annual Report. All measures are reported on a continuing operations and 52-week comparable basis.
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EPRA performance measures continued
EPRA cost ratio
∆
11.3%, up 50bps (2024: 10.8%) (including direct vacancy cost).
9.8%, down 30bps (2024: 10.1%) (excluding direct vacancy cost).
Definition
EPRA cost ratio is the ratio of net overheads and operating
expenses against gross rental income (with both amounts
excluding ground rents payable). Net overheads and operating
expenses relate to all administrative and operating expenses,
net of any service fees, recharges or other income specifically
intended to cover overhead and property expenses. The Group
has direct vacancy costs of £2.5 million that have been deducted.
Purpose
A key measure to enable meaningful measurement
of the changes in a company’s operating costs.
Calculation
See page 27, Financial Review.
EPRA vacancy rate
∆
1.4%, increase of 60bps (2024: 0.9%).
Definition
EPRA vacancy rate is, as a percentage, the estimated rental value
(“ERV”) of vacant space in the Group’s property portfolio divided
by the ERV of the whole portfolio.
Purpose
A measure of investment property space that is vacant,
based on ERV.
Calculation
2025
£m
2024
£m
ERV of vacant space 5 1
ERV of completed property portfolio 342 154
EPRA vacancy rate 1.4% 0.9%
EPRA net initial yield
∆
5.3%, increase of 1bps (2024: 5.2%).
Definition
Annualised rental income based on the cash rents passing
at the balance sheet date, less non-recoverable property
operating expenses, divided by the market value of the property,
increased with (estimated) purchaser’s costs.
Purpose
A comparable measure for portfolio valuations. This measure
should make it easier for investors to judge for themselves how
the valuation of the Group’s portfolio compares with others.
Calculation
2025
£m
2024
£m
Investment property (including those
held for sale but excluding those
under construction) 5,870 2,745
Estimated purchaser’s costs and
capital commitments 393 195
Grossed-up completed property
portfolio valuation (B) 6,263 2,940
Annualised passing rental income 337 153
Property outgoings net of deemed
rent increases 2 —
Annualised net rents (A) 339 153
EPRA net initial yield (A/B)* 5.3% 5.2%
EPRA LTV
∆
57%, increase of 900bps (2024: 48%).
Definition
Net debt at nominal value, divided by the fair value of properties.
Purpose
A comparable measure to assess gearing.
Calculation
2025
£m
2024
£m
Net debt (see page 28) 3,392 1,323
Total property value 5,960 2,750
EPRA LTV 57% 48%
∆ Alternative performance measures ("APMs"): Measures with this symbol ∆ are APMs defined in the Glossary section on pages 172 to 174, and presented throughout this
Annual Report. All measures are reported on a continuing operations and 52-week comparable basis.
* The Group does not have any material rent free periods and therefore the EPRA "Topped-up" NIY is the same as the EPRA net initial yield.
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Responsible business
Towards net zero
PHP is committed to transitioning to net zero carbon (“NZC”) across its operations and property portfolio.
Our framework focuses on five key steps to achieve this across our operational, development and asset
management activities by 2030 and to help our occupiers achieve NZC by 2040.
Highlights 2025
Development
Net zero projects at Croft, West
Sussex, South Kilburn, London and
Fareham, Hampshire achieved
practical completion in the year
and are now operational and open
to the public
Asset management
First NZC pilot project completed
Tenants and operations
Achieved Toitu Carbon Reduce
certification and purchased 100%
renewable energy
Projects
Committed to applying
science-based targets and
continued EPC reassessments
generate significant improvements
PHP Net Zero Carbon Framework
Our net zero targets relate to the emissions from our direct operations,
embodied carbon from new build and refurbishment projects and our
tenants’ emissions from their use of our buildings. Purchased goods and
services are not yet included in our targets as these are new sources of
emissions being measured for PHP. However, we will consider a suitable
target over time.
By 2023 – operations net zero
• Reduce emissions from offices, transport and assets where we procure
energy for tenants
• We are now procuring 100% renewable energy where PHP
controls supplies
• We are offsetting residual emissions using high quality nature-based
carbon offset projects
By 2025 – all new developments net zero
• Continually reduce energy use intensity of new buildings and ensure
they can operate with net zero emissions
• Measure, minimise, benchmark and improve embodied carbon
performance for all new developments, setting incrementally more
challenging targets for reduction
• Offset residual embodied carbon emissions via high quality projects
By 2030 – net zero asset management and EPC B
• Across the portfolio all properties to have an EPC rating of B or better,
where economically feasible
• Achieve reductions in energy use intensity (kWh/m
2
) through asset
management projects and electrify buildings where feasible, as part
of net zero operational assets
• Measure, target reductions and offset residual embodied carbon
from our asset management activities
• Collect and communicate energy performance data for all our occupiers
and support them to transition to lower energy and carbon operations
By 2035 – 80% carbon reduction of the portfolio
• Continued energy demand reduction through upgrade
and refurbishment
• Remove fossil fuel heating systems from all properties
• Increase proportion of renewable energy generation on our sites
• Reduce the carbon intensity of buildings compared to 2021
portfolio baseline
By 2040 – enabling a net zero portfolio
• Help occupiers to lease and operate our buildings with net zero
carbon emissions
• Offset any remaining occupier residual carbon from 2040 for all
properties where the lease was signed or renewed after 2035
• NZC achieved five years ahead of the NHS’s target of 2045 and
ten years ahead of the UK and Irish governments’ targets of 2050
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Responsible business continued
Members of the ESG Committee
(the “Committee”)
Member
Number of meetings
and attendance
Laure Duhot (Chair) 2 (2)
David Austin 2 (2)
Ivonne Cantú 2 (2)
Jonathan Davies (appointed 1 December 2025) 1 (1)
Mark Davies 1 (2)
Richard Howell 2 (2)
Harry Hyman 1 (2)
Ian Krieger 2 (2)
Bina Rawal 2 (2)
Bracketed numbers indicate the number of meetings the member was
eligible to attend in 2025. The Company Secretary acts as the secretary
to the Committee and attends all the meetings. The Committee became an
Executive Committee in 2026.
Responsible business
and ESG review
Premises, Health and People: investing in the health and wellbeing of our communities.
Laure Duhot
Chair of the ESG Committee
“ The combination with Assura
in 2025 and significant increase
in the scale of the portfolio
requires us to reassess our
previous NZC targets.”
Dear shareholder,
PHP has a strong commitment to responsible business, and ESG
matters are at the forefront of the Board’s and our various
stakeholders’ considerations.
In 2021, we established PHP’s Net Zero Carbon (“NZC”) Framework,
and in 2025 we had intended to establish our corporate targets for
energy use intensity and embodied carbon for approval by the
Science Based Targets initiative (“SBTi”).
However, the combination with Assura and significant increase in
the scale of the portfolio requires us to reassess our previous NZC
targets. Consequently, we will need to revisit both PHP’s NZC
Framework and Assura’s NZC Pathway, including SBTi targets, over
the course of 2026.
Historically, both businesses have made strong progress on achieving
NZC across their operational and development (Scope 1 and 2)
activities, and consequently our occupiers’ (Scope 3) activities will
be the main source of future carbon emissions. The combination
with Assura has significantly increased the reliance on our occupiers’
environmental ambitions, particularly the NHS, and instigating
asset management improvements to the portfolio in the medium to
long term will now be critical in meeting future emissions targets.
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Responsible business continued
Responsible business and ESG review continued
In 2025, we continued to deliver and make good progress on our
NZC Framework and our wider ESG commitments, building on the
strong progress made in previous years.
Through our development and asset management activities, we
have continued to invest in the portfolio, improving energy and
carbon performance, driving rental growth and creating more
sustainable healthcare infrastructure for the future, and notable
achievements included:
• completion of our first pilot NZC asset management project
at Swan Lane Medical Centre, Norfolk;
• completion of our first NZC development at Croft, West Sussex,
in August 2025; and
• completion of our second NZC fit-out project at South Kilburn,
London, in July 2025.
• Assura completed a further NZC development at an NHS therapy
centre at Fareham, Hampshire.
The PHP ESG Committee has also overseen the further development
of our work on energy and carbon reduction and I am pleased to
report that in 2024 we committed to the application of science-
based targets and for the second year in succession achieved
certification from Toitu Carbon Reduce and ISO 14064, which
demonstrates our robust approach to carbon measurement
and reduction. As part of this we continued to improve our
understanding of the energy performance of the wider portfolio
and continued to build on our partnership with ARBNCO Ltd to
move towards 100% data coverage and to enable engagement with
tenants to help them improve their performance.
Following our extensive work on climate risks and scenario
analysis in previous years, we have produced our fifth TCFD
disclosure, which is set out on pages 48 to 54.
We have also amended our social impact programme to focus on
and link with our asset management projects, working directly with
tenants to provide support for their chosen social prescribing
initiatives in favour of their patient list and wider local community.
Additionally, we continue to engage with and support our employees
to allow them to volunteer for the charities of their choice. We also
allow them to focus on professional and personal development.
I trust you find this report helpful and informative and would be
delighted to receive any feedback or comments you may have
on our approach.
Laure Duhot
Chair of the ESG Committee
16 March 2026
Size of Scope 1, 2 and 3 emissions
Scope 1 emissions 2.5%
Scope 2 emissions 0.4%
Scope 3 emissions 97.1%
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Responsible business continued
Our approach
PHP’s approach is based around its core activities of investment, development,
and asset and property management, together with its corporate activities.
PHP supports and links its strategy to the UN Sustainable Development Goals (“SDGs”), focusing on the most relevant SDGs
where it can have a positive impact. Our strategy is based around three core pillars that run through our activities focused on
Premises, Health and People and is supported by our ESG policies (available on our website). These are:
Our approach Performance against our commitments
Approach Purpose Aims Focus Commitments and targets Progress 2025 Focus areas 2026
1. Premises – Built environment
Investing in and
developing
sustainable
buildings.
To employ
sustainable design
to develop,
refurbish and
upgrade our
buildings to
modern medical
and environmental
standards.
Building a more
resilient portfolio
for the long term.
Reducing risk by building purpose-built
new developments and making
quality acquisitions.
Working with occupiers to improve the energy
efficiency of our properties and integrate
more sustainable features.
Having a preference for reusing existing
buildings, upgrading them in an energy and
resource efficient way, reducing reliance on
new resources.
Sourcing responsibly and designing for future
reuse of assets and materials.
All new developments are to be NZC by 2025
and asset management projects by 2030.
Delivering BREEAM and
nZEB certified buildings.
Improving portfolio
EPC ratings.
Increasing visibility of
energy performance
across the portfolio.
Delivering on our net zero
carbon commitments.
During 2025 we continued to progress the delivery of our
original NZC framework achieving net zero operations for
the third year in succession and the Group completed
three NZC developments at Croft, West Sussex; South
Kilburn, London and an NHS children’s therapy centre at
Fareham, Hampshire.
Future development and asset management projects
(in excess of £1.5 million project cost) are targeted to
achieve BREEAM Excellent or Very Good in the UK or
nZEB and BER A3 in Ireland.
The overall portfolio now has 63% A–B ratings and 93%
A–C, by value.
We have energy data points for 79% and continue to
partner with ARBNCO with ambition to get to 100% and
improve data quality.
We also committed to the application of science-based
targets and include our supply chain within our carbon
measurement and gained Toitu Carbon Reduce
certification for our Scope 1, 2 and 3 emissions for the
third year in succession.
100% of PHP procured electricity is now from
renewable sources.
PHP has a strong commitment to
responsible business and ESG matters are
at the forefront of the Board’s and our
various stakeholders’ considerations. PHP
published in 2022 a Net Zero Carbon
(“NZC”) Framework setting out the five
key steps we are taking to achieve a
target of being NZC by 2030. However,
the combination with Assura and
significant increase in the scale of the
portfolio will require us to reassess our
previous targets. Consequently, we will
revisit both PHP’s NZC Framework and
Assura’s NZC Pathway, including Science
Based Targets initiative targets, over the
course of 2026.
Measure embodied carbon from our asset
management projects to understand our
performance and set targets as part of
our NZC commitments.
Continue partnership with ARBNCO with
ambition to collect 100% of energy data,
enabling tenant engagement and
performance improvement.
Keep under review targets for energy use
intensity and embodied carbon and
submit our corporate targets for approval
by the Science Based Targets initiative.
Reducing our
carbon footprint.
Working with our stakeholders to improve the
energy efficiency of our properties and integrate
more sustainable features with a long term
ambition of the whole portfolio, including
occupiers’ operations, being NZC by 2040.
Policies Net Zero Carbon Framework; Sustainability;
Sustainable Development and Refurbishment.
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Our approach Performance against our commitments
Approach Purpose Aims Focus Commitments and targets Progress 2025 Focus areas 2026
2. Health – Community impact
Engaging with and
enhancing the
right stakeholders
to drive effective
decision making.
To support
initiatives that
further the health,
wellbeing and
education of our
local communities.
Meeting the
healthcare needs
of communities.
Engaging in effective communications and
collaborative practices with our occupiers.
Investing, via our Community
Impact Fund, into causes
which enhance health and
deliver social value.
Demonstrating the
positive impact investment
in primary healthcare
can generate.
We continued grant giving as part of asset
management projects, awarding three grants totalling
£33k to charitable organisations directly linked to our
assets, and will continue in 2026.
Continue to expand our social prescribing
programme, linked to our asset management
projects, focusing on local initiatives
linked directly to PHP’s tenants.
Capture the positive social outcomes
of our initiatives and business activities.
Creating
social value.
Working with partners to enhance wellbeing
and inclusivity through initiatives that
contribute to the creation of healthy,
supportive and thriving communities.
Policies Sustainability.
3. People – Responsible business
Conducting our
business with
integrity and
investing in
human capital.
To create
opportunities and
maximise the
potential of the
stakeholders we
work with.
Providing a good
place to work.
Ensuring effective investment in the
professional development of the
Group’s employees.
Maintaining a culture of empowerment,
inclusion, development, openness and
teamwork for our people.
Continuing to promote
PHP’s culture and
commitment to high levels
of ethics and a workplace
culture of inclusion, diversity
and equal opportunity.
Conducting an independent
annual staff survey to
inform and monitor
continued improvement.
We increased our efforts to guard against modern
slavery in our supply chain, engaging with our supply
partners and conducting third-party audits on two
sites.
We provided enhanced maternity and paternity
benefits to staff and continued to promote volunteering
opportunities, with members of staff.
Continue to engage our supply chain
on ethical labour and sourcing and make
use of targeted audits as part of our
due diligence process.
Continue to support staff with individual
training and development plans.
Continue to monitor levels of employee
satisfaction and implement targeted
action plan for identified areas for
improvement. This is particularly important
following the merger with Assura and
integration of the two teams.
Governing an
ethical business.
Being transparent and compliant in all
our operations.
Policies Business Ethics; Equality, Diversity and
Inclusion; Anti-bribery and Corruption.
Responsible business continued
Our approach continued
Primary Health Properties PLC Annual Report 2025
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Introduction
PHP invests in flexible, modern properties for the delivery of
primary healthcare to the communities they are located in. The
buildings are let on long term leases where the NHS, the HSE, GPs
and other healthcare operators are our principal occupiers. As at 31
December 2025, the Group owned over 1,100 properties valued at
£6.0 billion which are located across the UK and Ireland.
Responsible business reflects PHP’s strong commitment to ESG
matters and addresses the key areas of ESG that are embedded
into our investment, development, asset and property management,
and corporate activities. We are committed to acting responsibly,
having a positive impact on our communities, improving our responsible
business disclosures, mitigating sustainability risks and capturing
environmental opportunities for the benefit of all our stakeholders.
We realise the importance of our assets for the local healthcare
community, making it easier for our GP, NHS and HSE occupiers
to deliver effective services. We are committed to creating great
primary care centres by focusing on the future needs of our
occupiers and thereby ensuring we are creating long term
sustainable buildings.
PHP is committed to helping the NHS achieve its target to become
the world’s first net zero carbon national health system by 2045
and to delivering against the aims of the NHS Net Zero Carbon
Buildings Standard. PHP’s Net Zero Carbon Framework sets out its
own plan to transition the Company’s activities to net zero by 2030
and help its occupiers achieve this for their activities by 2040,
ahead of the NHS and UK and Irish governments’ net zero target
dates. PHP will continue to proactively engage and work with its
various healthcare occupiers to help them achieve this.
This Responsible Business Report sets out our commitment and
approach to environmental and social sustainability. It is reviewed
annually and approved by the Board and sets the framework for
establishing objectives and targets against which we monitor and
report publicly on our performance.
Croft, West Sussex
• PHP’s first net zero carbon development
• Achieved BREEAM Excellent
The development of Eastergate Medical Centre in Croft, West
Sussex, completed in 2025, represents the future of sustainable
primary care in the UK. PHP was appointed to develop the
modern health premises to consolidate and expand services
locally and cater for an expected significant growth in patient
numbers over the next few years.
The premises support the national and local NHS strategies
to move services away from over-stretched hospitals, providing
a greater range of primary and community care services,
including general practice, mental health assessments,
occupational and physiotherapy, social prescribing and
training for GPs, nurses and pharmacists.
The building has an EPC A rating and is PHP’s first net zero
carbon development, with an all-electric energy solution,
enhanced insulation and use of air source heat pumps.
The building was being delivered in a highly sustainable way, with
materials from certified responsible sources, low carbon
products, low waste and water and enhanced ecology on site.
During construction, PHP has also carried out ethical labour
audits and engaged with the main contractor to raise awareness
of modern slavery risks.
Read more about how we are
investing in and developing
sustainable buildings in section 1.
Premises – Built environment
on pages 38 to 44
Read more about how we are
engaging and enhancing the
right stakeholders to drive
effective decision making in
section 2. Health – Community
impact on page 42
Read more about how we are
conducting our business with
integrity and investing in human
capital in section 3. People –
Responsible business on pages
43 to 47
Responsible business continued
Our approach continued
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1. Premises – Built environment
Relationship-based approach in the
South West
PHP’s long track record as a primary care landlord and long
term approach to relationships means we work collaboratively
with health authorities to identify ways to improve the estate.
A good example of this is in the South West, across Devon and
Somerset, where have delivered building upgrades to our
properties at Poole (see page 39), Peacemarsh and South
Petherton, are on site with works at Yeovil and have several
schemes in the pipeline. All schemes were developed in
collaboration and full support from the local Integrated Care
Board (“ICB”).
Each of these schemes deliver positive social impact to the
local community in the form of enhanced healthcare space –
either through full refurbishment, fit out of vacant units
or reconfiguration of space to increase clinical capacity for
new services.
PHP’s approach to sustainability improvements ensures the
environmental impact of the buildings is reduced – with each
scheme designed specifically to the building characteristics
and resulting in an improved EPC rating.
For example at South Petherton in Somerset, the fit out of
space saw an upgrade of the lighting to LED with PIR sensor
controls, and the enhanced car park was upgraded with a
sustainable drainage system to manage surface water run off.
Responsible investment
Key commitments: Minimum EPC rating of C
and capable of being improved to B or better.
Environmental and sustainability performance are integral elements
of PHP’s approach to the acquisition of existing and funding of new
primary healthcare buildings. We use detailed assessments of each
location, looking at building efficiency and performance, enhanced
service provision for the community and support for wider
healthcare infrastructure.
We undertake detailed environmental and building surveys to
assess physical environmental risks for each investment, including
flooding, to ensure the risk is avoided or appropriate prevention
measures are developed (see our TCFD disclosures on pages 48
to 54).
During 2025 we continued applying our net zero and ESG commitments
to investment activities, engaging with developers and asset
owners to challenge standards and leverage our influence.
The acquisition of Laya Healthcare facility, Cork in 2025
demonstrates this with good environmental performance including
an EPC rating of B.
Responsible development
Key commitments: All new developments to be NZC
by 2025, BREEAM Excellent and Very Good for fit-outs
in the UK, and nearly nZEB and BER A3 in Ireland.
PHP, together with its development partners, is committed to
promoting the highest possible standards of environmental and
social sustainability when designing and constructing new assets.
Our Sustainable Development and Refurbishment policy outlines
our minimum requirements for BREEAM Excellent and a range of
environmental issues, including energy and carbon, waste and
resources, biodiversity, climate adaptation and health and wellbeing.
Our development partners are also required to work to the
same standards.
We aim to develop new buildings to be net zero carbon in construction
(minimising embodied carbon and offsetting residual emissions)
and ready to operate with net zero emissions. All developments
aim to be fossil fuel free and we are working towards setting
specific energy intensity benchmarks and targets.
During the year, PHP completed two net zero carbon developments
at Croft, West Sussex and South Kilburn, London. Assura completed
three schemes in 2025 including a net zero carbon development of
an NHS children’s therapy centre at Fareham, Hampshire, a GP
medical centre development in Winchester, Hampshire and a primary
care centre in Ballybay, Ireland.
The enlarged Group has an improved development capability at a
time the sector needs new buildings and is currently on site with
six developments.
Responsible asset and property management
Key commitments: Improve EPC ratings to B,
procure 100% renewable energy, achieve BREEAM
Very Good for refurbishments and extensions over
£1 million and engage tenants on, and improve,
the visibility of energy and carbon performance.
We are committed to creating best-in-class primary care centres,
focusing on the future needs of our occupiers and thereby ensuring
we are creating sustainable buildings for the long term. We invest
in the portfolio of properties to generate enduring occupier and
patient appeal, which provides opportunities to improve rental
values, the security and longevity of income, and the quality of
assets. This is a key route for PHP to deliver energy efficiency
improvements and to introduce low or zero carbon measures for
our occupiers and their patients.
Asset and property management will play a key role in achieving
our NZC target of having an NZC portfolio by 2040, with interim
commitments for all properties to have an EPC rating of at least B
and NZC asset management by 2030 and an 80% reduction in
portfolio emissions by 2035 via targeted improvements to buildings
and occupier engagement.
Responsible business continued
Primary Health Properties PLC Annual Report 2025
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Strategic report Governance Financial statements Shareholder information
Responsible asset and property
management continued
During 2025 we completed nine (2024: six) asset management
refurbishment projects, with all achieving an EPC B rating. We have
a further eight (2024: ten) refurbishment projects on site or
committed, which include energy efficiency upgrades, installation
of roof-mounted solar panels and air source heat pumps and
thermal efficiency upgrades. We have continued to use BREEAM
for refurbishments but several projects during the year could not
be certified due to their scope and size. We agreed 41 (2024: 21)
new leases and regears during the year, with all including Green
Lease clauses.
In addition, we carried out targeted reassessment of building EPC
ratings to better reflect their current performance. Combined with
annual renewals, we now have 63% of properties by value at an
EPC rating of B or better (2024: 47%) and 93% at A–C (2024: 88%).
The successful completion of PHP’s first net zero ready refurbishment
in 2024 enabled us to provide benchmarks for target setting
on future projects and we are assessing embodied carbon for
a number of these which, along with net zero audits of buildings
in operation, will pave the way for future NZC asset management
projects as we aim to accelerate progress ahead of our current
2030 commitment.
Working with our occupiers is essential to improving the performance
of buildings and during 2025 our property management and
facilities management teams engaged with all of our tenants,
carrying out over 2,800 (2024: over 830) site visits at which issues,
including energy and utilities, were discussed. During 2025 we have
continued to review ways to improve the performance of the
portfolio outside of our asset management programme. This includes
93 (2024: 283) facilities management plant and equipment
replacements and upgrades, including LED lighting, more efficient
heating systems and building management systems. We also
supported tenants to make their own building improvements,
including energy efficiency upgrades and solar PV installations.
Poole, Dorset
The GP practice at our medical centre in Poole had strong
demand for additional space to accommodate their growing
patient list size.
With a lack of suitable land for a new development locally, this
was hampering the range of services that could be provided
to the local community.
We developed a solution to add a new build extension onto
the property, as well as converting part of the underutilised
retail unit into additional clinical space.
As well as delivering vital additional medical space for the
local community to help the GP practice serve their patients,
this offered the opportunity to enhance the environmental
performance of the property.
We upgraded the building heating system to an air source
heat pump, installed solar panels, replaced lighting throughout
the building with LEDs and installed 5 electric vehicle charging
points. The scheme is on track to achieve a BREEAM rating
of Very Good.
The works completed in September 2025 at which point a new
25 year lease term was put in place, securing the community
building for the long term.
To build on this, we are planning to roll out larger solar PV
installations to sites where PHP will facilitate this for tenants where
they procure their own energy. This approach offers the potential
to reduce costs for tenants in the long term as well as reducing
carbon emissions.
Progress on energy and carbon performance
As outlined above, during 2025 our investment, development and
asset and property management activities continued to deliver
against targets and to support our net zero carbon commitments.
During 2025 all building electricity supplies procured by PHP
were from renewable energy. We also continued to offset residual
emissions using high quality nature-based carbon offset projects.
Our operational Scope 1, 2 and 3 emissions are provided on pages
40 and 41 in our SECR disclosure.
We have continued to improve our methodology for estimating
whole portfolio emissions and now have data points for 79% of the
portfolio by area (2024: 77%). To move towards 100% coverage and
better data quality and to enable future engagement with tenants
to help improve their performance, we continue to partner with
ARBNCO. This is a cost effective and scalable software solution
providing a direct route to access tenant energy data for our UK
property portfolio and a reporting platform.
As part of our ongoing efforts to improve our approach, during
2025 we were successfully certified, for the third year in succession,
by Toitu Carbon Reduce and ISO 14064 for carbon measurement
and management. We also enhanced our Scope 3 measurement,
carrying out a screening of all 15 Greenhouse Gas Protocol
(“GHGP”) Scope 3 categories. Further details are provided on page
41. We will undergo recertification and assurance of 2025
disclosures in March 2026.
Our most significant and consistent source of Scope 3 emissions
is downstream leased assets (tenants’ use of our buildings), as
previously reported, where we aim to achieve net zero by 2040.
Responsible business continued
1. Premises – Built environment continued
Primary Health Properties PLC Annual Report 2025
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Strategic report Governance Financial statements Shareholder information
Progress on energy and carbon
performance continued
SECR disclosures
PHP measures its emissions in line with the GHGP and takes an
operational control approach. Emissions are based on verified
data currently reviewed by a third party, Sustainable Energy First
(previously called Inenco), and assured by Achilles via the Toitu
Carbon Reduce certification programme (2024 limited assurance
and 2025 pending limited assurance following audit in March 2026).
Our emissions are calculated using activity data, i.e. metered
energy use, with minimal estimates used, e.g. for miles driven by
employees. Scope 1 and 2 emissions are normalised by revenue and
full-time employees as these relate to our direct operations and by
kWh/m² for energy supplied to or procured by tenants. In August
2025, PHP acquired Assura, and we have included emissions that
relate to Assura’s operations arising from the date of acquisition.
PHP’s direct operations result in very limited greenhouse gas
emissions. The table overleaf shows our operational Scope 1, 2
and 3 emissions. Scope 1 relates to gas used in our London office,
business travel by car and diesel used in vans by Axis. The
Stratford-upon-Avon, Altrincham and Cork offices are all electric.
Scope 2 relates to grid electricity used at PHP, Assura and Axis
offices. Scope 3 relates to partial emissions from downstream
leased assets, for properties where PHP supplies energy to
occupiers, which they hold operational control over. We view
these as “operational Scope 3 emissions”.
We have reported Scope 3 emissions from tenant procured
energy separately along with purchased goods and services.
A detailed breakdown of portfolio emissions is provided in our
EPRA sustainability disclosure, which is available on our website.
100% of reported Scope 1, 2 and 3 emissions in the year were
based in the UK and Ireland.
Operational Scope 1, 2 and 3 emissions
2025 2024
Source tCO
2
e MWh tCO
2
e MWh
Scope 1
Business travel (car) 54.8 240 35.9 149
Diesel (vans) 16.0 67 20.7 86
Gas (offices) 10.6 58 12.1 66
Scope 2
Electricity (offices) 14.5 79 14.8 68
Market based
1
— — — —
Total Scope 1 and 2 95.9 444 83.5 369
Market based
1
81.4 — 68.7 —
Operational Scope 3
Landlord supplied electricity 1,750 9,388 1,190 5,440
Market based
1
— — — —
Landlord supplied gas 1,465 8,014 997 5,450
Total operational Scope 3 3,215 17,4 02 2,187 10,890
Market based
1
1,465 — 997 —
Total operational Scope 1, 2 and 3 3,311 17,8 46 2,272 11,259
Market based
1
1,546 — 1,066 —
Upfront embodied carbon from completed development project 1,830 — 184 —
Nature-based carbon credits purchased (3,426) — (1,250) —
Net tCO
2
e — — — —
Intensity metrics
Scope 1 and 2 tCO
2
e per full-time employee 0.9 — 1.0 —
Scope 1 and 2 tCO
2
e per £m revenue 0.4 — 0.5 —
Scope 3 kgCO
2
/m
2
and kWh/m
2
15.9 86.8 13.8 68.8
Market based
1
7.3 — 6.3 —
1 Market-based reporting reflects the emissions from the electricity being purchased, whereas location-based uses national grid average emissions for the reporting year.
Responsible business continued
1. Premises – Built environment continued
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Progress on energy and carbon
performance continued
Operational Scope 1, 2 and 3 emissions continued
During 2025 absolute Scope 1 and 2 emissions have increased
by 15% (2024: -23%) and intensity reduced by 12% (2024: -23%). This
is primarily due to the merger with Assura as well as greater
accuracy of readings. The emissions intensity of grid sourced
electricity also decreased by 15% in 2025 (2024: +5%).
Like-for-like business mileage has increased in the year as a result
of a higher number of business travel. Employees are encouraged
to use
public transport where possible and during the year employees
continued to use the Train Hugger platform, which supports UK
reforestation through every journey. Staff continue to take up our
electric and hybrid vehicle benefit, with 20 (2024: seven) members
of staff across the enlarged Group taking up the option to date.
Our office energy use has remained broadly static during 2025 and
2024, with additional space as a result of the Assura merger offset
by lower consumption in the PHP offices.
We will continue to reduce energy demand from our offices
where possible and emissions from transport; however, our wider
portfolio is where we aim to focus our attention. As shown in
the table below, Scope 3 emissions from landlord supplied energy
(downstream leased assets) have increased on an absolute and
normalised basis. This is primarily due to the merger with Assura
offset by the continued transition to all electric buildings.
Electricity and gas consumption have increased by 47% and 47%
(2024: -5% and -20%) respectively. We have continued to support
tenants to reduce their use of energy and resulting emissions,
including through our asset management programme. We expect to
see results of these and new initiatives over time.
We have now switched all electricity supply to 100% renewable
energy (2024: 100%). Therefore, on a market-based reporting basis,
there has been a 45% reduction (2024: 22% reduction) in absolute
and 16% reduction (2024: 10% reduction) in normalised emissions.
We have offset all residual 2025, 2024 and 2023 emissions, including
the energy we procure on behalf of our tenants, through purchasing
high quality nature-based carbon credits from independently
certified projects.
Wider Scope 3 emissions
During 2025 we have continued to expand our measurement of wider Scope 3 emissions against the 15 categories of the GHGP
Scope 3 Standard.
As part of our certification to Toitu Carbon Reduce, we have determined the most material categories. Categories 3, 8, 9, 10, 11, 12, 14 and
15 are not relevant for PHP’s business. Categories 5, 6 and 7 have been assessed and are de minimis at under 10 tCO
2
e. We will continue to
track emissions from business travel. Category 4, upstream transportation, is included within the calculation for Category 1, purchased
goods and services. Embodied carbon is relevant under Category 2, capital goods. This is being measured for developments and some
refurbishments and will be reported when projects are completed (including associated transport emissions).
2025
2024
Scope 3 source tCO
2
e MWh £m tCO
2
e MWh £m
Purchased goods and services 8,527 — 102 6,659 — 36
Downstream leased assets
Electricity 13,743 76,392 — 11,230 53,029 —
Gas 16,095 87,758 — 11,763 64,419 —
Total wider Scope 3 38,365 164,150 102 29,652 117,4 48 36
Intensity metrics 33kgCO
2
e/m
2
143kWh/m
2
84tCO
2
e/£m 36kgCO
2
e/m
2
143kWh/m
2
185tCO
2
e/£m
Responsible business continued
1. Premises – Built environment continued
Solar panel solution
As part of PHP’s commitment to enhancing our buildings
for tenants, 2025 saw the trial launch of our solar panel
offering for customers.
The initial scheme of nine sites, at locations throughout
the UK, saw a total investment of £0.9 million. These
installations are expected to generate approximately
650,000 kWh per year, more than 70% of which will be
consumed on site. Customers are charged for their usage
at a rate that is at a discount to grid rates.
The scheme offers benefits for tenants in the form of
reduced electricity costs, reduction of energy consumed
from the grid (being renewably generated on site),
improvements in the EPC ratings for the buildings, as well
as offering a good return on investment for shareholders.
Primary Health Properties PLC Annual Report 2025
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Strategic report Governance Financial statements Shareholder information
2. Health – Community impact
Social – health and wellbeing
PHP seeks to have a positive impact on the health and wellbeing of
the communities where its assets are located and has set policies
and targets to improve this through the Group’s asset and property
management activities.
PHP is committed to supporting both the NHS and HSE in tackling
the major underinvestment in primary care facilities in the UK and
Ireland. PHP’s aim is to provide modern, purpose-built properties
let to the NHS, the HSE, GPs and other healthcare operators which
enable them to provide the highest standards of modern healthcare.
The facilities are predominantly located within residential
communities and enable the UK and Irish population to access
better health services locally. This is central to the Group’s
purpose, strategic objectives and business planning processes.
PHP’s portfolio serves around 11 million patients or 15% (2024:
6.3 million or 9.3%) of the UK population and our portfolio is their first
point of contact with the NHS when they start their patient journey.
Our interventions, when we acquire, refurbish or develop new
healthcare facilities, have a significant positive social impact,
whether through enhancement of experience for people using our
facilities, expansion of healthcare provision locally or making
healthcare more accessible to those that need it most.
Modern, high quality primary healthcare facilities also help to
reduce pressure and costs for the secondary care system. Our
active management of the property portfolio seeks to maintain the
centres as fit for purpose and enables PHP to identify and manage
opportunities and risks associated with the provision of its properties.
Occupier engagement and support
PHP is committed to ensuring that the properties it develops and
owns continue to meet its GP, NHS and HSE occupiers’ requirements
and provide flexibility for future change, update and expansion.
Our dedicated teams of asset and property managers look after
our occupiers’ requirements, with a policy of regular communication
and a supportive approach. Our in-house facilities management
(“FM”) team engages with and supports occupiers, carrying out
reactive and planned maintenance to optimise building performance.
Social trends of a growing and ageing population continue
to highlight the need for purpose-built primary care premises
to provide modern healthcare to the UK and Irish populations.
This further reinforces our objectives to continue to invest in
existing and new premises for the benefit of all our stakeholders.
It is crucial that we continually update our understanding of what
issues matter to our occupiers. To support this, we regularly engage
with them and carry out a tenant feedback survey. Throughout
2025 and 2024, we have continued to gather tenant feedback,
conducting surveys directly as part of site visits. In 2025 coverage
of our survey was 39% (2024: 28%) of the PHP portfolio (by number
of buildings). We continue to generate a positive Net Promoter
Score for both 2025 and 2024. While positive feedback is helpful,
where tenants feel more negatively about an issue, it allows us
to work with them on solutions, such as engagement by our asset
management team to discuss building refurbishment options.
A summary of our engagement with and support for tenants is
provided in the tables opposite.
Community Impact Fund
PHP continues to support social and charitable activities and
services linked to the patients and communities of our occupiers,
which cannot be readily accessed elsewhere. In total, the enlarged
group provided £6,000 during 2025 (2024: £12,000). This, and the
numbers in the following paragraphs in this section, represents
information from Assura post merger.
During 2025 we continued with our social impact programme which
is focused around and directly linked with the Group’s asset
management projects, working directly with tenants to provide
support for their chosen local initiatives. Grants have been committed
totalling £33,000 (2024: £13,000) and we are engaging with
practices at a number of projects whose buildings are at varying
stages of refurbishment. Through this work we are delivering much
needed support through social prescribing, and we plan to continue
to offer grants in this way. We continue to monitor the positive
impact of these awards.
Our experience, and that of our award recipients, continues to
demonstrate the important role social prescribing has to play
in addressing direct and indirect health impacts.
PHP has also continued to support a number of charities from the
Community Impact Fund during the year, including The Academy
of Real Assets, Children with Cancer UK, Welsh Air Ambulance,
Children in Need and Insulate Ukraine and charity matched
funding for employees’ chosen charities.
Volunteering
PHP staff benefit from five paid days per annum for volunteering
activities that are personal and meaningful to them, delivering
support to local communities and benefiting from the personal
development that these activities provide. 7 members of staff
have taken up the opportunity to volunteer during 2025.
Responsible business continued
Engaging and supporting tenants…
2,896
property visits by PM, FM
and AM teams
90%
of the portfolio inspected
by PM and/or FM
52,236
help desk jobs processed
93
FM plant upgrades
and replacements
Primary Health Properties PLC Annual Report 2025
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Strategic report Governance Financial statements Shareholder information
3. People – Responsible business
People
PHP recognises the importance of the welfare of the employees
who work on behalf of the Group and are critical to its success.
Their experience and contribution to the business are essential
to the delivery of our business strategy and ESG commitments.
Following the combination with Assura, the enlarged Group now
comprises a highly focused team with 129 (2024: 60) UK employees
at the year end, with a further 27 (2024: 27) employees in the Axis
team in Ireland and six Non-executive Directors, which allows for
a flexible and individual approach. PHP’s Board has a strong
commitment to maintaining, improving and promoting the highest
levels of ethics and conduct and promoting a workplace culture of:
Inclusion and communication We have a flat management structure with clear responsibilities. We strongly encourage input on
decision making from all staff and wide participation in Committee and team meetings. There is
strong collaboration across teams which enables good sharing of information and ideas. Regular
strategy and performance updates are provided to employees from the Executive Directors and
senior management team.
Modern, flexible working practices We have flexible working arrangements allowing employees to work from home one day per week,
ongoing flexibility around start and finish times and a flexible dress code.
Fair remuneration Employee remuneration is aligned to personal, Company and ESG performance with Long Term
Incentive Plans in place for senior employees that replicate arrangements for Executive Directors.
All employees receive a variety of benefits which are noted later in this section.
Diversity and
equal opportunity
We promote diversity across knowledge, experience, gender, age and ethnicity with a published
Equality, Diversity and Inclusion policy in place. Whilst overall female employee representation is good,
we recognised that we needed to specifically promote greater gender diversity in the senior team.
Our female Board representation is now 38% (2024: 43%) as a result of the Board increasing to
eight following the merger and, in the year, we continued to support the training and professional
development of several female members of the property and finance teams.
Recognising the significant diversity imbalance in the real estate sector, we continue to support the
promotion of diversity, both internally and externally.
Employee development and training An appraisal process is undertaken twice a year where career progression, training needs and
performance are discussed. We actively encourage training and we continue to monitor our staff
training each year focusing on professional, including ESG and cyber risk awareness, and
personal development.
Health and safety Health and safety remains central to the execution of PHP’s business strategy and we take our
responsibilities very seriously and are committed to continued improvement but have an excellent
record. See pages 45 and 46 for further details on health and safety.
Wellbeing and
employee satisfaction
During 2025 we continued to make improvements to the IT infrastructure at our offices in London,
Stratford-upon-Avon and Cork, Ireland. Following the combination with Assura we decided to
postpone the annual employee survey until 2026 and the integration of the two business has
been completed.
Laure Duhot, the Company’s designated workforce Non-executive Director, continues to be closely
involved in monitoring employee satisfaction and met the teams based at London, Stratford-upon-
Avon and Cork, Ireland, in 2025 with plan to visit the Assura offices in 2026.
Responsible business continued
Feedback from our tenants…
88%
89%
73%
32%
92%
are happy with PHP’s level
of communication
feel net zero is important
or very important
feel their building meets
their needs
Net Promoter Score
would recommend PHP
as a landlord
– +
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People continued
Laure Duhot is the designated workforce Non-executive Director. In
the year she held meetings in the London, Stratford-upon-Avon and
Cork (Axis) offices, which were open to all employees. The sessions
aimed to gather feedback and ideas from different areas of the
Company, to discuss how people feel and their experiences of
working at PHP, with feedback reported back to the Board.
This resulted in areas for continuing focus through 2026, including
continued development and understanding of PHP’s culture;
continuing to enhance understanding of personal objectives
and remuneration outcomes flowing from them; and cross-team
working to further progress the Company’s people agenda by
acting on employee feedback received.
During 2025 eight (2024: eight) employees left the PHP business
in the year reflecting a staff turnover rate of 13% (2024: 14%).
Following completion of the combination with Assura in August
2025, a further fifteen employees left the enlarged business.
Employee benefits
In addition to fair remuneration which is aligned to personal and
Company performance, including ESG related targets, and as part
of our ongoing commitment to supporting employees and
attracting and retaining talent, the Company offers the following
benefits to all staff:
• Company pension contributions of 6% of salary;
• 25 days of annual leave plus an additional day of annual leave for
each year of continuous service up to a maximum of five days;
• private medical insurance, health cash benefit, income protection
and critical illness insurance;
• a green car salary sacrifice benefit to help individuals move to
low carbon electric and hybrid personal vehicles;
• life assurance given to all employees at four times salary;
• cycle to work and season ticket loan schemes;
• all employees are eligible to participate in the PHP Sharesave
plan; and
• enhanced maternity and paternity pay providing 25 weeks
of leave on full pay for women and four weeks for men.
The Company also has a good balance of flexible working while
retaining the collaboration benefits of in-office working. Overall,
we believe there are significant benefits from working collaboratively
in person and we are stronger together, but people are empowered
to work from home for one day per week.
Employee development
PHP’s human capital is essential to the success of the business and
delivery of outstanding services to our occupiers in the healthcare
sector. Attracting, retaining and developing employees is therefore
a key commitment for the business.
The training programme for 2025 has continued to focus on needs
identified through the appraisal process.
In 2025 we continued to roll out a compulsory online cyber threat
awareness course for all employees who are required to complete a
number of modules regarding online security essentials, email and
instant messaging security and defence against phishing and spear
phishing attacks.
We continued with the sustainability e-learning pathways that
covered net zero and embodied carbon, and a range of
environmental and social impact issues specific to roles.
The enlarged Group supported funding and facilitation of
professional qualification
s for seven (2024: six) employees, and two
(2024: three) employees achieved their professional qualifications
during the year.
The supportive culture of PHP means those training for qualifications
are also mentored and assisted by more experienced colleagues.
Training has been promoted to all employees, on subjects
including sustainable development, business ethics, modern
slavery, climate change and net zero, social value, circular economy
and sustainable procurement.
A total of 1,535 personal development training hours have been
delivered across the enlarged Group during 2025 (2024: 420 hours)
and the Company invested a total of £40,000 (2024: £38,000) or
an average of £300 per employee on professional and personal
development (2024: £635).
Diversity and equal opportunity
We promote diversity across knowledge, experience, gender,
age and ethnicity.
Whilst overall female employee representation is good, we recognised
that we needed to specifically promote greater gender diversity,
particularly in the senior team.
Recognising the significant diversity imbalance in the real estate
sector, we continue to support and promote diversity, both
internally and externally.
UK employee gender diversity at 31 December 2025
Number of employees Male Female
Board of Directors 5/63% 3/37%
Executive Committee 3/75% 1/25%
Directors/Head of Department 13/72% 5/28%
Associate Directors 4/40% 6/60%
Associates and Senior Surveyors 17/50% 17/50%
Other 23/38% 38/62%
Total 65/48% 70/52%
The Irish employee gender diversity at 31 December 2025 for the
Axis team showed 20 of the 27 employees as male, with 7 female
employees. All 7 of the senior management are male.
UK employee ethnicity at 31 December 2025
2025
Ethnic origin No. % ONS
1
White – British, English, Welsh,
Irish, Other 110 82% 82%
Asian – Indian, Pakistani, Other 6 4% 9%
Black – African, Caribbean, Other
4 3% 4%
Mixed heritage 4 3% 3%
Other/prefer not to say 11 8% 2%
Total 135 100% 100%
1 Office for National Statistics: Census 2021 data for England and Wales
published June 2022.
The Irish employee ethnicity at 31 December 2025 for the Axis
team showed 25 of the 27 employees identify as white, with
2 employees from other backgrounds.
Responsible business continued
3. People – Responsible business continued
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People continued
Diversity and equal opportunity continued
Board gender identity or sex as at 31 December 2025
Number
of Board
members
Percentage
of the Board
Number
of senior
positions on
the Board
(CEO, CFO,
SID and Chair)
Number in
executive
management
Percentage
of executive
management
Men 5 63% 4 5 83%
Women 3 37% — 1 17%
Board ethnic background as at 31 December 2025
Number
of Board
members
Percentage
of the Board
Number
of senior
positions on
the Board
(CEO, CFO,
SID and Chair)
Number in
executive
management
Percentage
of executive
management
White British or other White
(including minority White groups) 6 75% 4 6 100%
Mixed/multiple ethnic groups — — — — —
Asian/Asian British 1 13% — — —
Black/African Caribbean/Black British
— — — — —
Other ethnic group, including Arab 1 13% — — —
Not specified/prefer not to say — — — — —
1 The Executive Committee, as set out on page 68, is considered to be the Company’s executive management as defined in
the Listing Rules.
The above data is drawn from internal information supplied by our staff. Refer to page 76 for further
details on required Board diversity disclosures and the Equality, Diversity and Inclusion policy.
UK gender pay gap at 31 December 2025
PHP pays employees equally for doing equivalent jobs across the business and any pay gaps are the
result of our employee profile and do not represent pay discrimination. PHP is not required to publish
details of gender pay gaps; however, we view this as an important metric to ensure equal and fair
treatment regardless of gender.
Gender pay gap Bonus pay gap
Male Female Pay gap Male Female Pay gap
Board – NEDs 61% 39% 37% 75% 25% 67%
Board – Executive 100% — 100% 100% — 100%
Executive Committee 60% 40% 32% 81% 19% 76%
Directors/Head of
Department 53% 47% 12% 61% 39% 36%
Associate Directors 50% 50% 2% 60% 40% 32%
Associates and Senior
Surveyors 52% 48% 7% 57% 43% 26%
Other 51% 49% 4% 55% 45% 14%
Total 66% 34% 48% 90% 10% 89%
Gender pay is the individual average pay divided by the sum of the averages. The Irish gender pay gap
at 31 December 2025 showed 56% weighted to male, 44% to female, and an overall pay gap of 22%.
Health and safety
Health and safety remains central to the execution of PHP’s business strategy and we take our
responsibilities very seriously and are committed to continued improvement but have an excellent
record. The Board is responsible for ensuring appropriate health and safety procedures are in place,
and during 2025 we maintained a regime of inspections utilising both third-party agents, including two
risk management solutions providers, and in-house resources to support the portfolio.
Responsible business continued
3. People – Responsible business continued
Primary Health Properties PLC Annual Report 2025
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Strategic report Governance Financial statements Shareholder information
Responsible business continued
3. People – Responsible business continued
People continued
Health and safety continued
Where risks need to be assessed under a specific duty or regulation,
we ensure that an assessment is carried out and that all actions
are implemented on a priority basis. The key health and safety risk
areas PHP faces are:
1. Managed properties – where there are multiple occupiers in
the same property, a combination of third-party advisers and
internal resources is used to carry out a health and safety
assessment and audits relating to the common parts.
2. Asset management projects, developments and forward funded
developments – all our partners are required to uphold our high
standards. Procedures and processes have been developed to
ensure compliance with current legislation and requirements. A
Project Monitor is also appointed to oversee, manage and
monitor health and safety.
3. Employees are required to uphold our high standards and
separate procedures and processes are in place to ensure
compliance with current legislation and requirements.
During 2025 there were no reported major accidents nor any health
and safety prosecutions or enforcements (2024: no incidents) across
the Group. 18 out of 21 members of the PHP property and facilities
management team hold the Institute of Occupational Safety and
Health (“IOSH”) accreditation, with no training required during the
year. Our Board approved Health and Safety policy is available on
the Company’s website.
Other stakeholders
While our investment, asset management and development activities
focus on the sustainability risks and opportunities that are most
material to our business, there are a number of additional issues
that are of lower material impact but are of interest to specific
stakeholder groups:
• we are transparent and our policies are available on our website
and we expect our principal advisers, suppliers and occupiers to
follow them;
• we expect organisations we employ to meet the standards
we set ourselves; and
• we engage with stakeholders to ensure we are aware of,
and are able to respond to, their expectations.
Contractors and suppliers
Delivering developments, asset management projects and property
services on time, on budget and in adherence with our high standards
is a key priority. Our supply chain is checked (accredited by the
SafeContractor scheme) to ensure it is high quality, has a proven
track record and applies appropriate standards on areas such as
labour, human rights, modern slavery, health and safety and
environmental management. During 2025 we have continued to
engage with all our suppliers to make them aware of our ESG
policies (available on our website) and in particular have focused on
the issue of modern slavery. Our Modern Slavery Statement is
available on our website and no human rights concerns arose within
the year.
We have approximately 1,450 (2024: 820) suppliers across the
enlarged Group ranging from small local businesses to large
multi-national companies. We also acknowledge the importance of
our suppliers, which are often small businesses and sole traders,
especially those involved with the upkeep and maintenance of our
Lenders
Future generations
Investors
NHS
Suppliers
HMRC
Occupiers
People Patients
assets. We aim to pay all invoices and amounts due promptly and
well within stated payment terms in an effort to preserve the cash
flows of these small businesses.
Tax
The Group is committed to complying with tax laws in a responsible
manner and has open and constructive relationships with the UK
and Irish tax authorities. Whilst the Group enjoys REIT status and
therefore is not directly assessable for corporation or capital gains
tax on property investments, the dividends the Group pays are
assessed for income tax when they reach investors. During 2025
the Group has directly paid £53.0 million (2024: £31.3 million) of
taxes in the form of VAT, income tax, stamp duty land tax, stamp
duty and National Insurance contributions to the UK and Irish
governments. The Company has also published a tax strategy
which is available on its website.
Investors and lenders
The support of our shareholders, banking partners and lenders is
crucial to sustaining our investment in the health infrastructure of
the UK and Ireland and we continue to enjoy strong relationships
with these partners.
During 2025 we have successfully continued to value existing and
potential relationships with our investors with a significant number
of investor meetings during the year totalling approximately 350
(2024: c.200).
The majority of the meetings during 2025 focused on the proposed
combination with Assura, with over 99% of PHP shareholders who
voted supporting the transaction and just under 63% of Assura
shareholders accepting the offer on the 12 August 2025 deadline
with a further 35% subsequently accepting the offer before it
closed on 10 September. The final 2% dissenting shareholders
were squeezed out and legally acquired on 15 October 2025.
Shareholders and analysts are regularly updated about our
performance and are given the opportunity to meet management
throughout the year, attend presentations, both physical and
virtual, including a Capital Markets Day held in July 2025, and
attend site visits to gain a better understanding of our business
and strategy.
Governance and business ethics
We conduct our business with integrity and require that our
Directors, employees and other businesses engaged by us, including
developers, contractors, suppliers and agents, do the same.
Primary Health Properties PLC Annual Report 2025
46
Strategic report Governance Financial statements Shareholder information
Responsible business continued
3. People – Responsible business continued
Other stakeholders continued
Governance and business ethics continued
We believe that good governance practices are essential to a
successful and sustainable business and therefore we ensure that
they are integral to us. We are compliant with the provisions of the
UK Corporate Governance Code except one instance where we
have not met criteria, and we have explained why on page 66 in our
Corporate Governance Statement.
We believe in transparency of our business to stakeholders, ensuring
we report comprehensively and fairly in our Annual and Interim
Reports and engage with our stakeholders throughout the year.
Responsibility for business ethics lies with the PHP Board and Chief
Executive Officer and is overseen by the ESG Committee.
We will:
• be honest, open, transparent, helpful and polite;
• obey all relevant laws and regulations;
• be prepared to admit and correct mistakes without delay and
facilitate ‘‘whistleblowing’’ by employees and other stakeholders;
• declare any potential conflicts of interest which may compromise
our business dealings;
• not give or receive illegal or inappropriate inducements in order
to retain or bestow business or financial advantages; and
• at all times promote the ethical conduct of business.
These principles are supported by policies which address anti-bribery
and corruption, business ethics, equality, diversity and inclusion,
sustainability, sustainable development and refurbishment,
whistleblowing, money laundering, prompt payment and management
of the supply chain and which are available on our website.
We provide training to staff on these key issues and communicate
our policies to key stakeholders and our supply chain and expect
them to uphold the same standards in their operations and with
their own supply chains.
Anti-corruption and anti-bribery
The Group’s policy is to conduct all of its business in an honest
and ethical manner. The Group takes a zero-tolerance approach to
bribery and corruption and is committed to acting professionally,
fairly and with integrity in all business dealings and relationships
wherever it operates and implements and enforces effective
systems to counter bribery. There were no reported incidents of
non-compliance during 2025 (2024: no incidents).
Enhanced disclosure and benchmarking
We have published our fifth disclosure against the guidance and
requirements of the Task Force on Climate-related Financial
Disclosures (“TCFD”) which are provided on pages 48 to 54.
GRESB – During 2025, PHP completed its sixth submission to the
Global Real Estate Sustainability Benchmark (“GRESB”). We scored
88% (2024: 95%) for development and 59% (2024: 66%) for standing
assets and maintained our one-star GRESB rating. The decline in
scores is primarily attributed to the updated methodology, which
now applies weighting based on the age of certifications, meaning
older certifications are weighted less than newer ones. This impacted
several of our legacy BREEAM-certified assets completed before
2020. The completion of two NZC developments in 2025, rated
BREEAM Excellent, will position us well for future assessments.
However, circa 30% of the available score is very difficult to
achieve for a portfolio like PHP’s, made up of mainly smaller
healthcare buildings which are largely tenant controlled.
MSCI – In February 2026, MSCI rated PHP as A for the 2025 Annual
Report, retaining our 2024 rating. We will continue to engage with
MSCI to ensure our rating best reflects the actions we are taking,
although the current methodology restricts us in some areas. For
example, a large proportion of our environmental score relies on
having a high proportion of BREEAM certified assets, which is not
an area that we can influence quickly.
CDP – We responded in full for the fourth time to the CDP climate
questionnaire in 2025, retaining our 2024 rating in receiving a B
rating and achieving A levels of performance for several aspects. We
see CDP as a key tool to disclose our performance and approach
and to help us improve over time. Our rating of B demonstrates we
have a high quality approach to managing climate related risks and
being transparent in our disclosures and we believe we will achieve
an A rating as we deliver on our strategy in the coming years.
EPRA – PHP disclosures are in line with EPRA Sustainability Best
Practices Recommendations (“sBPR”). In 2025, 2024 and 2023 PHP
achieved a Gold award in recognition of our enhanced disclosures
and performance.
Our latest disclosures are available in the standalone version
of this Responsible Business Report, on our website.
PHP also received an EPRA Best Practices Recommendations Gold
award for the 2024, 2023 and 2022 Annual Reports.
During 2025, PHP continued to be rated as “Prime” in the
Institutional Shareholder Services Inc. (“ISS”) in its Corporate
Rating Report. ISS considers “Prime” rated companies are industry
leaders which are well equipped to mitigate the most prevalent
ESG risks. This is a testament to our efforts fulfilling ISS ESG’s
requirements regarding sustainability performance.
Non-financial information statement
Following best practice, the Group has included certain non-financial
information within the Strategic Report. This can be found as follows:
The Group’s business model is on pages 20 and 21.
Information regarding the following matters, including policies, the
due diligence process implemented in pursuance of the policies and
the outcomes of those policies, can be found on the following pages:
• environmental matters on pages 32 to 41;
• social matters on page 42;
• health and safety matters on pages 45 and 46;
• respect for human rights on page 47; and
• anti-corruption and anti-bribery matters on this page 47.
Responsible business and ESG matters have been identified as a
principal risk and further details can be found on page 60.
All key performance indicators of the Group are on pages 24 and 25.
The Business Review section on pages 14 to 17 includes, where
appropriate, references to, and additional explanations of, amounts
included in the entity’s annual accounts.
Laure Duhot
Chair of the ESG Committee
16 March 2026
Primary Health Properties PLC Annual Report 2025
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Strategic report Governance Financial statements Shareholder information
Task Force on Climate-related Financial Disclosures
Task Force on Climate-related
Financial Disclosures
PHP TCFD disclosure for 2025 Annual Report
and Accounts
This year, we are making our fifth disclosure against TCFD guidelines
and reporting in line with the TCFD reporting requirements for UK
commercial companies. We have outlined how climate change is
incorporated into our governance processes, its impact on our
business strategy and planning, our approach to risk management
and the climate related metrics, targets and commitments we use.
Governance
Board oversight
The Board is responsible for the Group’s risk management framework,
including the consideration of climate related risks and opportunities
as part of its wider oversight of responsible business. The Board
reviews climate related risks and opportunities within our existing
reporting and governance structure (as detailed on page 60) and
established a specific ESG Committee, which was made up of all
members of the Board and relevant members of the Executive team
to review, plan, approve and act on climate related issues in
previous years. Following the Assura merger the Board re-
evaluated the Board’s inclusion in the ESG Committee and
determined that going forward, whilst the ESG agenda remains
embedded within the organisation, authority should be delegated
to the Executive Committee who then report directly to the Board,
with the Risk Committee reporting into the Audit Committee.
The Board and members of the Executive team consider climate
related issues when setting objectives, in budget setting and
through the Board’s annual strategic review of the business.
The ESG Committee monitors progress against the business’
responsible business objectives and key strategic climate related
workstreams, including progress towards PHP’s NZC commitment
(see page 32) at all meetings of the ESG Committee (which meets
at least three times a year) and at the annual Strategy Day, held in
October.
Climate related issues are also considered by the Board and
Executive team in key investment, development, asset and property
management decision making.
The ESG Committee oversaw and approved PHP’s Net Zero Carbon
Framework in 2022 and subsequent plans and actions to deliver
against it. The Committee reviews and approves the ESG budget
each year, with specific allowances in 2024 and 2025 made for
climate related work, including energy performance measurement
of the portfolio and delivering net zero (operational and embodied)
carbon projects for developments and asset management. The
Board regularly reviews and approves acquisitions made by the
Group and takes into consideration ESG and climate related
commitments, specifically minimum EPC ratings and progress
towards net zero carbon ready buildings.
Management team’s role
The ESG Committee monitors progress on responsible business
matters, including climate risks. Implementation and management
of responsible business are delegated to the Executive team, with
its members leading the ESG working group; other members consist
of a representative from each of the investment, development,
asset management, property and facilities management teams. The
ESG working group met two times during 2025 (2024: five times) to
consider progress against commitments and proposals for
improvement. Climate related action points included a commitment
to apply science-based targets across the Group’s activities,
embodied carbon measurement for asset management and
development projects, EPC improvement, operational energy and
carbon assessments of buildings. Outside of these meetings, the
Executive team ensures that responsible business and ESG targets
are delivered or re-evaluated where not achieved and engages
throughout the year regarding progress against planned actions.
The Executive and management teams make it clear to relevant
employees what is expected and required. Where relevant, specific
actions or targets form part of both team and individual personal
objectives for each year, for example the improvement of EPC
ratings. The Executive team also leads engagement and training
across the Group on responsible business and ESG matters,
including climate related risks.
The Executive and management teams have specific ESG and
climate related performance objectives relevant to their roles
and area of the business along with other personal performance
objectives which are linked to bonuses to incentivise performance.
Strategy
PHP’s NZC Framework (see page 32) details the five key steps
it is taking to achieve an ambitious target of being NZC by 2030
for all of PHP’s operational, development and asset management
activities and to help its occupiers achieve NZC by 2040, five years
ahead of the NHS’s target of becoming the world’s first net zero
carbon national health system by 2045 and ten years ahead of
the UK and Irish governments’ targets of 2050. The Responsible
Business Report on pages 32 to 47 provides further detail on our
strategy, actions taken and progress made in 2025 and objectives
for future years to address climate risks, such as improving EPC
ratings within the portfolio.
Audit Committee
Risk Committee
ESG Committee
ESG working group
Executive team
Management
team
Board
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Task Force on Climate-related Financial Disclosures continued
Strategy continued
Climate related risks and opportunities
During the year, PHP reviewed its existing analysis of climate risks
and opportunities and identified no major changes from its extensive
analysis carried out during 2022. During 2025 we have continued to
operate in a turbulent economic and political climate, particularly in
relation to the new UK government’s approach, including the
transition to clean home-grown energy, and the climate and health
policy landscape causing significant uncertainty, including the UK
government’s approach to future EPC. The merger with Assura has
enlarged the portfolio which is broadly similar in nature. Despite this,
our overarching view on risk and opportunity and our business
strategy in relation to climate change have not changed.
Analysis that was carried out in 2022 by Willis Towers Watson
(“WTW”) to assess physical and transition risks and undertake
quantitative physical and transition scenario analysis is still
applicable in the current year. The analysis included engagement
and input from across PHP’s operational teams.
Transition risks and scenario analysis were assessed over the short
(to 2026) and medium (to 2030) terms. Physical risks and scenario
analysis are assessed over the short, medium and long terms
(2030–2100). We have not assessed beyond 2030 for transition
risks given the high level of uncertainty in determining impacts
of transition risks over the longer term.
The short and medium term time horizons have been chosen based
on the Group’s detailed knowledge of the portfolio and the
estimated time required to implement the NZC Framework (see
page 32). The long term time horizon reflects the nature of real
estate assets and long leases typical of the primary care sector.
To assess the potential impact of transition risks, an initial risk
screening was carried out, based on PHP’s existing identified risks
and with input from WTW and in relation to relevant risks for other
real estate companies. The impact of transition risks was assessed
via workshops with key disciplines within PHP and analysis was
carried out by WTW, based on the findings. The potential
annualised estimated financial impact associated with risks and
opportunities has been quantified where possible and categorised
using PHP’s risk impact scales, which consider impacts to revenue
and/or the balance sheet. Risks are scored 1 (very low) to 5 (very
high) with financial impact bands for each level. Risk 2a has not
been quantified separately as it is included within the impact of
risk 1c.
The current potential climate related risks and opportunities we have identified that could have the most material financial impact are
outlined below. We do not, however, believe these impacts are currently material enough to impact our financial statements.
Very
unlikely (1)
(<20%)
Unlikely
(2)
(20–40%)
Possible
(3)
(40–60%)
Highly
probable (4)
(60–80%)
Almost
certain (5)
(>80%)
Very high (5)
(>£30m)
High (4)
(£10m–£30m)
Medium (3)
(£3m–£10m)
Low (2)
(£1m–£3m)
Very low (1)
(<£1m)
Impact
Likelihood
1e
1a 3a3b
3c
3d 1f 3e
1d
3f
4a
4c 4b
1b 1c
Policy
1a. Pricing of GHG emissions (PHP)
1b. Pricing of GHG emissions (tenant)
1c. EPC requirements
1d. Enhanced emissions reporting obligations
1e. Climate change litigation
1f. Increasingly stringent planning requirements
Technology
2a. Substitution of existing technologies with lower
emissions options (included in 1c)
Market
3a. Increased cost of raw materials
3b. Increased cost and availability of electricity (PHP)
3c. Increased cost and availability of electricity (tenant)
3d. Cost of capital
3e. Change in tenant demands
3f. Emissions offsets
Reputation
4a. Investment risk/opportunities
4b. Stakeholder risk/opportunities
4c. Employee risk/opportunities
Assessed range of annual impact and likelihood of transition risks
Residual risk on medium term time horizon (2030) under an NZC 2050 1.5°C scenario
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Strategic report Governance Financial statements Shareholder information
Strategy continued
Climate related risks and opportunities continued
Below represents the transition and physical risks and opportunities that the Group faces, applicable to both our UK and Ireland businesses.
Category Risk/opportunity Time frame Potential £ impact Business response/mitigation
Transition risks
EPC requirements and change
in customer demands
1e
3e
Transition risks impacted
The NHS, and the HSE, accounts
for 76% of revenue and is targeting
to be NZC by 2045.
Costs related to meeting
proposed Minimum Energy
Efficiency Standards (“MEES”)
and fines associated with
non-compliance.
Medium term Medium
(P&L and BS)
• Commitment to getting all properties to a minimum of EPC B by 2030.
• Group’s asset management programme actively targeting reductions in carbon emissions and improving
energy/EPC performance.
• Assets are being extended and refurbished with improvements made to the environmental performance including the
installation of LED lights, move away from gas heating and integration of renewable energy generation resulting in
improved EPC ratings.
• The additional costs are reflected in appraisals and typically supported by increased lease terms and increases in rent.
Increasing cost of energy
and GHG emissions
1a
1b
3b
3c
Transition risks impacted
The cost of energy has increased
significantly and in the 1.5°C low
carbon world scenario GHG
emissions pricing will need to be
implemented from 2025–2030.
Short–medium
term
PHP – low (P&L)
Tenants – medium
• PHP procures energy for a limited number of properties in the portfolio and has operational control over none of the
buildings’ GHG emissions.
• Consequently, the risk of energy and GHG pricing from energy consumption is minimal to PHP. To mitigate risk in
PHP’s value chain, embodied and supply chain carbon are being measured and actions put in place to minimise and
reduce these over time.
• Tenants are responsible for their own energy bills and large increases in pricing have a significant impact on them,
which could adversely impact the desirability of our assets.
• Improving the energy efficiency and reducing the carbon emissions from buildings mitigate these risks, helping
tenants to save money in the long term.
Restricted access to capital
3d
Transition risks impacted
Investors and debt providers
only willing to invest in climate
resilient businesses.
Medium–long
term
Low (P&L) • PHP has a strong and clearly articulated NZC Framework and strategy developed with clear targets for reduction of
direct and indirect emissions and to reach NZC in the future.
• Strong stewards of underinvested key social infrastructure assets delivering healthcare and wellbeing to the UK and
Irish populations.
• Green loan framework developed for several existing and future loan facilities and ongoing engagement with lenders.
Physical risks
Task Force on Climate-related Financial Disclosures continued
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Category Risk/opportunity Time frame Potential £ impact Business response/mitigation
Flood risk (current and
future climates)
Losses from assets located in
high flood risk zones, primarily
the costs of repair and business
interruption, reflected in increased
insurance costs.
Long term Low (medium for
potential uninsured
losses under high
emissions scenario)
(P&L)
• PHP has flood alleviation and response plans in place, is appropriately insured and assesses these risks for any new
developments and acquisitions.
• Under current climate conditions, nine sites have a moderate risk and 65 sites have a very high risk from flood. This
equates to under 5% of total asset value.
• Our remaining assets have a very low exposure. In a future high emissions climate scenario, the number of sites does
not increase, but the potential frequency and severity of floods increase.
Increased severity and frequency of
extreme weather events
and windstorms
Increased costs to develop climate
resilient properties and physical
damage requiring repair.
Costs of business interruption,
reflected in increased
insurance costs.
Medium term Low (medium for
potential uninsured
losses)
(P&L)
• All assets in the portfolio are insured for physical damage and loss of rent with cost of insurance predominantly recovered
from occupiers.
• Mitigation strategies in operation at assets with identified potential risk.
• Comprehensive business continuity plan in place and commitment to repeat physical risk impact and scenario
analysis periodically.
Heat stress (future climates) The UK has very low exposure to
heat stress today, increasing
beyond 2050 under the 4°C
scenario. Costs associated with
retrofitting buildings to mitigate
overheating and tenant discomfort.
Long term Low
(P&L)
• Sensitivity analysis for heat stress has determined that the overall risk is low.
• Approximately 10% of PHP’s buildings have air conditioning and therefore additional cooling may be necessary in the
future.
• PHP also monitors instances of overheating and works with tenants to mitigate this.
Opportunities
Change in tenant demand The NHS is aiming for net zero and
primary healthcare tenants will
increasingly covet or insist on low
carbon, sustainable buildings.
Short–medium
term
Medium
(P&L and BS)
• PHP’s strategy to improve the performance of buildings via asset management and NZC developments will maximise
rental income in the future.
• Existing buildings brought up to modern, low carbon standards will be best placed to achieve occupier contentment
and lease renewals and attract the highest rents, performing closer to newly built properties.
Substitution of
existing technologies
Potential to help tenants reduce
their carbon footprint and their
energy costs via introduction of
new low carbon technology
to buildings.
Medium PHP – low (P&L)
Tenants – medium
• Introducing renewable energy as part of lease regears will help PHP to secure high quality, long term income
from tenants.
• Supporting and enabling tenants to make use of on-site renewable energy, in particular solar, can reduce tenant
costs. Review of entire portfolio for solar potential and active targeting of installation to suitable properties via
different delivery models.
Strategy continued
Climate related risks and opportunities continued
Task Force on Climate-related Financial Disclosures continued
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Task Force on Climate-related Financial Disclosures continued
Strategy continued
Scenario analysis
In 2022, WTW undertook a physical climate risk assessment of
the PHP’s portfolio on an asset-by-asset basis, assessing exposure
to a range of acute and chronic climate risks, and a transition risk
assessment based on PHP’s current corporate strategy and action
planning.
For physical risks, each is assessed against different scenarios
and potential impact is scored 1–5 with scoring for each different
physical risk based on Munich RE models and projections. For example,
flood risk is scored 1–5 where 1 indicates a minimal flood risk and 5
indicates an asset in a known flood zone with a 1 in 100-year return
period.
Our scenario analysis has been based on the Representative
Concentration Pathways (“RCP”) designed by the IPCC in its Fifth
Assessment Report (“AR5”), which are mapped to the latest IPCC
AR6 report’s Shared Social Economic Pathway (“SSPs”) scenarios.
The methodology evaluates risks and opportunities for PHP’s
business under three plausible climate scenarios: a “low carbon
world” 1.5°C scenario (for physical and transition risks), a 2–3°C
scenario and a 4°C scenario (for physical risks only)
1
.
These scenarios have been chosen as the best available at the time
of assessment. In particular, the “low carbon world” scenario
represents the greatest potential transition risks for PHP and the
“hot house world” scenario the greatest physical risks to
PHP’s portfolio.
In the low carbon world scenario, limiting global warming to
1.5°C will be achieved through stringent climate policies, innovation
and demand-led change, where global net zero CO
2
emissions will
be reached around 2050. The scenario assumes proactive and
sustained action to reduce carbon emissions over the next 30 years
to build a low carbon economy. It assumes a carbon price of $130/
tCO
2
by 2030, low growth in material consumption and increasing
consumer pressure on businesses to drive sustainability.
The hot house world scenario is aligned with RCP 8.5. It envisions
that, due to limited government policy and international effort,
emissions continue to grow and consequently global warming
exceeds a 4°C temperature rise by the end of the century. The
scenario assumes current policies promoting sustainability are
removed, there is no carbon pricing and there is increasing
adoption of resource and energy intensive lifestyles around the
world. As a result, economies fail to transition to a low carbon
world and the physical impacts of climate change become
increasingly severe.
There are assumed to be longer and more severe heatwaves
and droughts and there is an increase in frequency and severity
of flooding and other natural catastrophic events.
We regularly review risks internally and will reassess risks and perform
scenario analysis on a periodic basis (currently every three years,
reflective of changes to real estate climate models, policy, regulatory,
market and technology advances).
Resilience of the business to scenarios
By delivering on the strategy put in place by PHP and commitments
and actions outlined in its Net Zero Carbon Framework, and given
the low exposure to physical climate risks and relatively low potential
financial impact, the business is resilient to the assessed scenarios
under current conditions.
Based on our asset specific assessment of physical hazard exposure
,
our portfolio’s exposure to all physical climate impacts is low. Our
exposure to material levels of flood risk is limited to 5% of properties
(by value). We regularly review flood risks of standing assets, have
plans and appropriate levels of insurance in place for them and
consider resilience to long term flood risk for any new acquisitions
or developments.
In the post 2030 scenarios assessed, only flood and windstorm
risk was assessed as somewhat “material” under the 4°C scenario.
We view heat stress as a potential risk given the nature of our
buildings and the desire to offer optimum comfort levels for our
healthcare related buildings. PHP is already addressing instances of
overheating in today’s climate by working with our tenants and
taking remedial action where necessary. When refurbishing
buildings we consider overheating through the addition of solar
shading, insulation and, where needed, energy efficient cooling.
Through our Net Zero Carbon Framework and commitments and
our asset management activities, we have a robust approach
to meeting energy efficiency, EPC and carbon performance
requirements that are expected as part of the low carbon
world 1.5°C scenario.
Our strategy also supports PHP’s ability to meet or surpass the
NHS’s net zero commitments.
During 2025, we have continued to analyse the published NHS Net
Zero Carbon Building Standard against our current approach and
requirements for new build and refurbishment and intend to align
our projects where relevant.
Under a high emissions scenario from the 2050s, drought stress
and heat stress increase and become a moderate risk, which could
impact water scarcity and tenant wellbeing; however, in the short
term or under a low emissions scenario, these risks are relatively
low. We will continue to assess potential risks in due diligence for
future acquisitions and to make appropriate adaptations
where required.
Impact on business strategy and financial planning
Climate related risks and opportunities impact and inform PHP’s
business strategy for asset management and refurbishment,
property management, development and acquisition of buildings.
The Group’s continued focus on flexible, modern primary care
properties, which generally have low energy consumption, means
the overall carbon footprint of the portfolio is minimised. In addition,
the Group’s continued investment in asset and property management
initiatives means that its typically slightly older and less energy
efficient assets are being upgraded, where feasible, to the latest
energy efficient standards.
We are improving and adapting our assets to be more resilient to
climate change through maintenance, energy efficiency upgrades
and the provision of renewable energy supplies for the Group’s
occupiers. Furthermore, whilst development is only a small part
of our activities, we are focusing on the energy and carbon
performance of our developments, including measuring,
minimising and offsetting residual embodied carbon impacts.
1 This is in line with the Intergovernmental Panel on Climate Change (“IPCC”) Representative Concentration and Shared Social Economic Pathways
(“RCPs” mapped to “SSPs”) RCP 2.6 (“SSP1”), RCP 4.5 (“SSP2”) and RCP 8.5 (“SSP5”) respectively.
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Task Force on Climate-related Financial Disclosures continued
Strategy continued
Impact on business strategy and financial planning
continued
During 2025 we completed work on the Group’s first two net zero
carbon developments, and all new developments in the UK are
being designed to be net zero. During 2025 we have financed and
implemented a number of actions to deliver our strategy, including
completing PHP’s first net zero for asset management project,
targeted reassessment of buildings’ EPC ratings, committing to
applying science-based targets, funding net zero audits of
buildings, extending our carbon measurement including purchased
goods and services, and achieving certification via Toitu Carbon
Reduce and ISO 14064.
During our investment process, we review the locational flood risks,
the building fabric and the energy efficiency of potential
acquisitions and current assets to understand the climate related
risks and costs involved in mitigating those risks.
These actions help to future-proof our buildings and allow us
to take advantage of opportunities with the NHS, and our other
occupiers, as it transitions towards net zero carbon with its
multi-year plan to become the world’s first NZC national health
system by 2045 and with an ambition for an interim 80% reduction
by 2036–2039.
By improving occupier contentment, we enhance the desirability
and value of our assets together with our reputation with the NHS
and GP occupiers.
Risk management
Approach to identifying and assessing climate risks
PHP assesses climate risks alongside other business risks but
also specifically as part of a dedicated climate risk management
process. A climate risks and opportunities register is reviewed and
updated by the ESG working group and the ESG Committee along
with the Risk Committee reporting to the Audit Committee.
The most material (highest scoring) risks are pulled out and action
plans put in place, which are reviewed by the Risk and ESG Committees.
The longlist of risks is revisited annually to ensure changes, such as
to regulation, market or customer demand, have not altered
the likelihood or potential impact of the less material risks.
In identifying and assessing the impact of risks, we consider
impacts to PHP’s direct operations and stakeholders, including our
supply chain, partners and tenants. The size and scope of risks are
assessed using the internal expertise of our teams supplemented
by data relating to impact where available, for example spend data,
GHG emissions and energy and any associated future projections.
The potential financial impact is estimated and quantified against
defined impact scales and value bandings.
To supplement our approach, PHP engages with expert advisers
such as Cushman & Wakefield, WTW, Carbon Trust and MSCI,
accessing the latest climate science and transition data sets, to
further assess and understand potential risks, quantify potential
impacts and consider planned and potential actions to address
risks posed by climate change.
Approach to managing climate risks
The Company’s overall approach to risk management, including
management of climate related risks, is set out on pages 56 to 62.
Strategic risks are recorded in a risk register and are assessed and
rated within a defined scoring system. The Risk Committee reports
its processes of risk management and rating of identified risks to
the Audit Committee. The risk register is reviewed and updated
twice annually by members of the Risk Committee, and assesses
inherent risks the business faces, as well as the residual risk after
specific safeguards, mitigation and/or management actions have
been overlaid. The risk register forms an appendix to the report
which details risks that have: (i) an initial high inherent risk rating;
and (ii) higher residual risk ratings. The Audit Committee in turn
agrees those risks that will be managed by the Executive and
management teams and those where the Board will retain direct
ownership and responsibility for managing and monitoring.
The Board has also undertaken a robust assessment of the
emerging and principal risks faced by the Group that may threaten
its business model, future performance, solvency or liquidity and its
ability to meet the overall objective of the Group of delivering
progressive returns to shareholders through a combination of
earnings growth and capital appreciation. The Group has identified
“responsible business” as a principal risk which includes environmental
issues but a specific climate change risk is still considered to be
emerging within the risk management process.
As a response to these risks, PHP developed and launched the
NZC Framework, which reduces the overall inherent risk to a
much smaller residual risk, should the framework be implemented
successfully over time. Business planning and strategy now take
into account the commitments set out in the framework and key
decisions are made with these commitments in mind, primarily
decisions related to investment, development and asset
management activities.
Integration with wider corporate risk
management process
Responsible business, including climate change, is one of the
principal risks faced by the Group as set out on page 60. Climate
related risks and opportunities are identified and assessed as part
of our risk management framework and are considered by the
Board which recognises that this is an increasingly important area.
The Executive and management teams assist the Board in its
assessment and monitoring of operational and financial risks.
A Risk Committee is formed of members of the senior management
team and chaired by the Chief Financial Officer, who is experienced
in the operation and oversight of risk management processes, with
independent standing invitees attending throughout the year.
The Audit Committee reviews the Group’s systems of risk
management and their effectiveness on behalf of the Board.
Metrics and targets
Details of PHP’s target to achieve NZC across operational,
development and asset management activities by 2030 and to help
our occupiers achieve NZC by 2040 are set out on page 32.
Relevant material energy and carbon metrics include EPC ratings
for our standing assets which are tracked and reported below
along with revenue from BREEAM certified buildings and a rental
increase from energy efficient refurbishments. These directly link to
our targets to achieve NZC, and minimum EPC and BREEAM ratings,
set out in our Responsible Business Report on pages 32 to 47. At
present, PHP does not have an internal carbon price. Under the
Directors’ remuneration, for the 2024, 2025 and 2026 LTIP, an
environmental metric linked to improving portfolio EPC ratings has
been included with a weighting of 15%. Senior management’s
annual bonuses also have wider ESG objectives. This is set out
in more detail on page 96.
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Metrics and targets continued
We measure and disclose Scope 1, 2 and 3 emissions on pages
40 and 41 and in our EPRA sustainability disclosures within the
Responsible Business Report on our website. Our most material
Scope 3 emissions are included, with the exception of capital
goods (embodied carbon), which will be reported for projects in
the future when they are completed. We also measure and track
flood risk across the portfolio based on asset value. These metrics
are consistent with cross-industry climate related metrics for GHG
emissions, and transition and physical risks and opportunities.
We also report our GRESB benchmark performance score, and
ratings provided by the CDP climate programme, MSCI and ISS,
with results set out in our Responsible Business Report on pages
32 to 47. We review our metrics and targets annually and update
TCFD disclosures for any changes made.
Financial category Climate category Metric Unit 2025 2024
Revenues Products and services Revenue from BREEAM Very Good and Excellent properties % revenue 13% 16%
Products and services Revenue from DEC A–C rated properties % revenue 24% 49%
Products and services Rent increase from completed AM projects with energy
improvement measures
£k 185 173
Assets Energy source Portfolio energy data coverage (by m
2
) % 79% 77%
Energy source Electricity procured by PHP from renewable sources % 100% 100%
Policy and legal EPC A % asset value 12% 11%
EPC B % asset value 51% 36%
EPC C % asset value 30% 41%
EPC D % asset value 6% 11%
EPC E–F % asset value 1% 1%
Extreme weather Portfolio value assessed as at material exposure to flood risk % asset value 5% 5%
The current potential climate related risks and opportunities we have identified that could have the most material financial impact are set
out on pages 48 to 51 and these have been used to inform and determine the key metrics and targets noted above.
Compliance statement
PHP confirms that:
1. We believe our climate related financial disclosures for the
year ended 31 December 2025 are consistent with the Task
Force on Climate-related Financial Disclosures (“TCFD”)
Recommendations and Recommended Disclosures (as
defined in Appendix 1 of the Financial Conduct Authority
Listing Rules). Concerning 4b (relating to our Scope 3
emissions), we have assessed all 15 categories but only
disclose our material emissions, which are from downstream
leased assets and purchased goods and services.
2. Our annual disclosures are contained on the previous pages
and in the Responsible Business Report on pages 32 to 47,
including commentary on data gaps and performance
improvement measures. Further details on our policies
and approach to responsible business are also available
on our website.
3. We believe that the details of these climate related financial
disclosures are conveyed in a decision-useful format to the
users of this report.
Task Force on Climate-related Financial Disclosures continued
Primary Health Properties PLC Annual Report 2025
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Section 172 statement
Companies Act 2006
Section 172 Statement
How does the Board consider the
interests of key stakeholders?
Our responsibility to stakeholders, together with
consideration of the long term consequences of
our decisions and maintaining high standards of
business conduct, is integral to the way the
Board operates.
The Board of Directors, both individually and
collectively, is required by law under Section 172
of the Companies Act 2006 to act in the way
that it considers, in its good faith judgement,
would be most likely to promote the success of
the Company for the benefit of its shareholders
as a whole and in doing so needs to take into
account a number of factors, including the views
of the Group’s key stakeholders, and describe in
the Annual Report how their interests have been
considered in Board discussions and decision
making. The Board considers that throughout the
year, it has acted in a way and made decisions
that would most likely promote the success of
the Group for the benefit of its members as a
whole, with particular regard to:
Section 172 matter How the matter is brought into Board decision making Read more
a) The likely consequences of any
decision in the long term
The very nature of our business model means that the Board has to have the long term consequences of its
investment decisions in mind.
The leases which we grant on primary care medical centres are generally over 20 years in length as these
facilities form a key component in the delivery of healthcare in a locality. The practices operating from these
premises need modern, flexible premises from which to operate and the security of a long term commitment
from the landlord to deliver their crucial front-line health services.
We seek to improve and enhance existing premises so they remain fit for purpose, incorporate new
technologies and meet the latest environmental standards.
We strive to build lasting relationships with our occupiers and build a partnership with them.
The Board undertook a comprehensive review and update of the business’ long term strategy during the year.
Our business model
(page 20)
Financial Review (page 26)
Responsible Business
Report (page 32)
Corporate Governance
Statement (page 70)
b) The interests of the
Company’s employees
The Group’s employees are at the heart of the business and our people strategy focuses on delivering a
culture of empowerment, inclusion, development, openness and teamwork.
Staff turnover remains low and the small number of staff allows for a flexible and individual approach.
Laure Duhot is the Non-executive Director representative for workforce engagement and attended five staff
meetings during the year.
People (pages 43 to 47)
c) The need to foster the
Company’s business
relationships with suppliers,
customers and others
The relationships with our occupiers, suppliers and key partners are critical to our ability to maintain our
high quality, resilient rental income. Strong relationships with occupiers support retention and we treat
our suppliers fairly, ensuring prompt settlement of their invoices.
Stakeholders (page 46)
Directors’ Report (page 106)
Corporate Governance
Statement (page 70)
d) The impact of the Company’s
operations on the community
and the environment
We have continued to support our tenants during the year with dedicated property and facilities management
services and in adapting their premises to ensure they provide modern, fit for purpose and energy efficient
healthcare premises.
This year we continued our ESG focus to enable the Group’s operational, development and asset management
activities to transition to NZC by 2030 and help our occupiers achieve NZC by 2040.
Responsible Business
Report (page 32)
Corporate Governance
Statement (page 70)
e) The desirability of the
Company maintaining
a reputation for
high standards of
business conduct
We have a clear purpose to deliver progressive returns for shareholders through creating outstanding spaces
for primary healthcare services in our communities.
We adhere to the highest standards of good governance and business conduct in interaction with all our
stakeholders and seek to comply with all legal and regulatory standards.
Responsible Business
Report (page 32)
Corporate Governance
Statement (page 70)
f) The need to act fairly
as between members
of the Company
The Board embraces open dialogue with shareholders and engages with them through a range of channels
and has communicated with them on the most important corporate events through the year, including the
combination with Assura plc in 2025 together with a Capital Markets Day and the interim and full year results,
to understand their views.
Stakeholders – investors
and lenders (page 46)
Corporate Governance
Statement (page 70)
Examples of how we have exercised our Section 172 duties in practice are set out in the case studies on pages 37, 38, 39 and 41.
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Risk management and principal risks
Flexible and responsive to risks
Our risk management processes enable us to be flexible and responsive to the impact of risks on the business.
Risk management overview
Effective risk management is a key element of the Board’s
operational processes. Risk is inherent in any business, and the
Board has determined the Group’s risk appetite, which is reviewed
on an annual basis. Group operations have been structured in order
to accept risks within the Group’s overall risk appetite and to
oversee the management of these risks to minimise exposure and
optimise the returns generated for the accepted risk. The Group
aims to operate in a low risk environment appropriate for its
strategic objective of generating progressive returns for shareholders
which are as follows:
• investment predominantly focuses on the primary healthcare real
estate sector which is traditionally much less cyclical than other
real estate sectors;
• the majority of the Group’s rental income is received directly
or indirectly from government bodies in the UK and Ireland;
• the Group benefits from long initial lease terms, largely with
upwards-only review terms, providing clear visibility of income;
• the Group has a small (€0.4 million) exposure as a direct
developer of real estate, which means that the Group is not
exposed to risks that are inherent in property development;
• the Board funds its operations so as to maintain an appropriate
mix of debt and equity; and
• debt funding is procured from a range of providers, maintaining a
spread of maturities and a mix of terms so as to fix or hedge the
majority of interest costs.
The structure of the Group’s operations includes rigorous, regular
review of risks and how these are mitigated and managed across
all areas of the Group’s activities. The Group faces a variety of risks
that have the potential to impact on its performance, position and
longer term viability. These include external factors that may arise
from the markets in which the Group operates, government and
fiscal policy, general economic conditions and internal risks that
arise from how the Group is managed and chooses to structure its
operations.
Approach to risk management
Risk is considered at every level of the Group’s operations and
is reflected in the controls and processes that have been put in
place across the Group. The Group’s risk management process is
underpinned by strong working relationships between the Board
and the management team which enables the prompt assessment
and response to risk issues that may be identified at any level of
the Group’s business.
The Board is responsible for effective risk management across the
Group and retains ownership of the significant risks that are faced
by the Group. This includes ultimate responsibility for determining
and reviewing the nature and extent of the principal risks faced by
the Group and assessing the Group’s risk management processes
and controls. These systems and controls are designed to identify,
manage and mitigate risks that the Group faces but will not eliminate
such risks and can provide reasonable but not absolute assurance.
The management team assists the Board in its assessment and
monitoring of operational and financial risks and PHP has in place
robust systems and procedures to ensure risk management is
embedded in its approach to managing the Group’s portfolio and
operations. PHP has established a Risk Committee that comprises
the Chair of the Audit Committee and members of its senior
management team and is chaired by the Chief Financial Officer,
who is experienced in the operation and oversight of risk
management processes, along with independent standing
invitees attending throughout the year.
The Board has delegated to the Audit Committee the process
of reviewing the Group’s systems of risk management and their
effectiveness. These systems and processes have been in place
for the year under review and remained in place up to the date
of approval of the Annual Report and Accounts.
PHP has implemented a wide-ranging system of internal controls
and operational procedures that are designed to manage risk as
effectively as possible, but it is recognised that risk cannot be
totally eliminated. Staff employed by PHP are intrinsically involved
in the identification and management of risk. Strategic risks are
recorded in a risk register and are assessed and rated within a
defined scoring system.
The Risk Committee reports its processes of risk management
and rating of identified and emerging risks to the Audit Committee.
The risk register is reviewed and updated every six months by the
Director of Finance assisted by members of the Risk Committee,
and assesses inherent and emerging risks the business faces, as
well as the residual risk after specific safeguards, mitigation and/or
management actions have been overlaid.
The risk register forms an appendix to the report which details
risks that have: (i) an initial high inherent risk rating; and (ii) higher
residual risk ratings. The Board retains ultimate responsibility for
determining and reviewing the effectiveness of risk management
but has delegated the process to the Audit Committee which is
assisted by the Risk Committee. The Audit Committee agrees
which risks are to be prioritised by management in fulfilling its
duties, which is monitored by the Risk Committee.
The Board recognises that it has limited ability to control a number
of the external risks that the Group faces, such as the macroeconomic
environment and government policy, but keeps the possible impact
of such risks under review and considers them as part of its
decision-making process.
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Monitoring of identified and emerging risks
The Board continues to monitor recently identified and emerging
risks and their potential impact on the Group. The manner in which
we have addressed the challenges of the last few years has
demonstrated the resilience of our business model, and our robust
risk management approach, to protect our business through
periods of uncertainty and adapt to a changing environment.
2025 saw four rate cuts to 3.75% as inflation pressures eased
during the year but economic growth remained largely subdued.
Despite inflation falling in the period it remained persistently above
the Bank’s 2% target rate which has limited the pace of rate
reductions. Financial markets experienced intermittent volatility,
driven by shifting expectations around inflation, growth, and the
timing of further rate cuts as well as wider macroeconomic and
political changes, while overall economic growth remained modest
and business and consumer confidence cautious. Despite this, quiet
optimism remains in the market that there will be several further
interest rate cuts during 2026. We welcome the Labour
governments commitment to the NHS and their support to shift
medical care from hospitals to the community.
The potential adverse impact of these factors on our business
includes reduced demand for our assets impacting property values
in the investment market, increased financing costs and our ability
to continue to execute our acquisition, disposal and development
strategy which could impact our rental income and earnings. The
Board and key Committees have overseen the Group’s response to
the impact of these challenges on our business and the wider
economic influences throughout the year.
The Board has considered the principal risks and uncertainties as
set out in this Annual Report, in light of the Assura merger and the
challenging macroeconomic environment, and does not consider that
the fundamental principal risks and uncertainties facing the Group
have changed. We have set out in our principal risk tables on the
following pages an update on the changes to our principal risks and
expected impact on our business, along with the mitigating actions
and controls we have in place. The Group’s continued ability to be
flexible to adjust and respond to these external risks as they evolve
will be fundamental to the future performance of our business. The
Group’s immediate focus remains reducing the leverage to within
policy.
The Board also considered, at its annual Strategy Day, emerging
risks affecting the current primary care delivery model, in particular
the impact of artificial intelligence increasing cyber and security
threats on our digital technologies, and accordingly this is sharply
in focus as we progress our best of both approach to integration.
Mapping our key risks and residual risk movement
We use a risk-scoring matrix to ensure we take a consistent approach
when assessing the overall impact of risks. The acquisition of
Assura, which is a very similar business, has not altered the type of
risks faced by the Group, although certain risks are more elevated in
the short term as a result of the merger, notably debt financing and
people. The residual risk exposures of the Company’s principal risks
are shown in the heat map below, being the risk after mitigating
actions have been taken to reduce the initial inherent risks.
Our risk management structure
Structure Responsibility
Board
Sets strategic objectives and considers
risk as part of this process.
Determines appropriate risk appetite levels.
Audit
Committee
Reports to the Board on the effectiveness
of risk management processes and controls:
• External audit
• Risk surveys
• Health and safety
• Insurance
• Need for an internal audit function
Risk
Committee
Reports to and assists the Audit
Committee, monitoring and reviewing:
• Attitude to and appetite for risk
and future risk strategy
• Company’s systems of internal
controls and risk management
• How risk is reported internally
and externally
• Processes for compliance with law,
regulators and ethical codes of practice
• Prevention of fraud
Senior
management
Implements and monitors risk
mitigation processes:
• Policies and procedures
• Risk management and compliance
• Key performance indicators
• Specialist third-party reviews
Likelihood
Impact
8
9
1
2
3
4
5
6
7
Grow property portfolio
1. Property pricing
and competition
2. Financing
Manage effectively
and efficiently
3. Lease expiry management
4. People
5. Responsible business
Diversified, long term funding
6. Debt financing
7. Interest rates
Deliver progressive returns
8. Potential over-reliance on
the NHS and HSE
9. Foreign exchange risk
Indicates risk movement
from last year
Risk management and principal risks continued
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Principal risks and uncertainties
The Board has undertaken a robust assessment of the emerging and principal risks faced by the Group that may threaten its business model, future performance, solvency or liquidity and its ability to meet the
overall objective of the Group of delivering progressive returns to shareholders through a combination of earnings growth and capital appreciation. As a result of this assessment there have been no changes to
the number of principal risks faced by the business in the year, which are all still deemed appropriate. These are set out below, presented within the strategic objective that they impact:
Residual risk movement in the year
Increased Unchanged Decreased Low 0–5 Medium 6–14 High 15–20
Grow property portfolio
1. Property pricing and competition
A
C
D
KPIs impacted
The primary care property market continues
to be attractive to investors attracted by the
secure, government backed income, low void
rates and long lease.
The emergence of new purchasers in the sector
and the recent slowing in the level of approvals
of new centres in the UK may restrict the ability
of the Group to secure new investments.
Commentary on
risk in the year
In terms of values, the
Group has previously
benefited from a flight to
income as a consequence
of the wider economic
uncertainty seen in previous
years, with demand
increasing from investors
seeking its long term,
secure, government backed
cash flows against a
backdrop of limited supply.
We have seen an inflexion
point in the market with
deficits in recent years now
returning some positive
revaluation gains during
2025, driven by rental
growth and yields remaining
consistent. The primary
focus by the enlarged
Group on core government
backed income positions us
well for future valuations.
Elevated interest rates,
including volatility, in
particular, for gilts and
bonds, continues to hold
back property yields in
the sector.
Mitigation
The reputation and track
record of the Group in the
sector mean it is able to
source forward funded
developments and existing
standing investments from
developers, investors and
owner-occupiers. Our
increased scale following
the merger to create the
largest UK’s healthcare
REIT has further aided
our position.
As a result, the Group has
several formal pipeline
agreements and
long-standing development
relationships that provide
an increased opportunity
to secure developments
that come to market in the
UK and Ireland.
Despite the subdued
economic and investment
market conditions faced,
the Group continues to
have a strong, identified
pipeline of investment
opportunities in the UK
and Ireland.
Inherent risk rating
2
4
6
8
10
12
14
16
18
20
High
Likelihood is high and impact of occurrence
could be major.
Residual risk rating
2
4
6
8
10
12
14
16
18
20
Medium
The Group’s position within the sector and
commitment to and understanding of the asset
class mean PHP is aware of a high proportion
of transactions in the market and potential
opportunities coming to market.
Active management of the property portfolio
generates regular opportunities to increase
income and lease terms and enhance value.
2. Financing
G
H
KPIs impacted
The Group uses a mix of shareholder equity
and external debt to fund its operations.
A restriction on the availability of funds would
limit the Group’s ability to fund investment
and development opportunities and
implement strategy.
Furthermore, a more general lack of equity
or debt available to the sector could reduce
demand for healthcare assets and therefore
impact values.
Commentary on
risk in the year
This has been a transformation year for
PHP following the merger which
included putting in place a two-year
£1.2 billion acquisition debt facility
with £0.2bn of this facility cancelled
post completion. We were supported
by all our existing relationship banks
during the merger including several
new banks, highlighting the support
and appetite for lenders in our sector.
We were also supported unanimously
from our equity investors for the merger.
Following the merger we refinanced
several Assura debt instruments, with
the £266 million Barclays facility and
£200 million RCF both extended by
one year with expiries to 2027, with
further extensions available. We also
refinanced the £60 million US PP and
issued a new €120 million US PP. 2026
will be another significant year in
terms of our debt strategy as we
continue our transition of the enlarged
business to an unsecured structure.
The Group’s undrawn facilities mean it
currently has headroom of £571 million,
after capital commitments.
All covenants have been met with
regard to the Group’s debt facilities
and these all remain available for their
contracted term.
Mitigation
Existing and new
debt providers are
keen to provide
funds to the sector
and specifically to
the Group, attracted
by the strength of
its cash flows.
We have several
offers from highly
credible investors
to establish a new
joint venture of the
private hospitals
with funds to be
used to pay down
acquisition
financing.
The Board
monitors its capital
structure and
maintains regular
contact with
existing and
potential equity
investors and
debt funders.
Management also
closely monitors
debt markets
to formulate its
most appropriate
funding structure.
Inherent risk rating
2
4
6
8
10
12
14
16
18
20
High
Likelihood is high and impact of occurrence
could be major.
Residual risk rating
2
4
6
8
10
12
14
16
18
20
Medium
The Group takes positive action to ensure
continued availability of resource, maintains
a prudent ratio of debt and equity funding
and refinances debt facilities in advance of
their maturity.
Risk management and principal risks continued
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Residual risk movement in the year
Increased Unchanged Decreased Low 0–5 Medium 6–14 High 15–20
Risk management and principal risks continued
Principal risks and uncertainties continued
Manage effectively and efficiently
3. Lease expiry management
E
F
KPIs impacted
The bespoke nature of the Group’s assets can
lead to limited alternative use. Their continued
use as fit-for-purpose medical centres is key to
delivering the Group’s strategic objectives.
Commentary on risk
in the year
Lease terms for all property
assets will erode and the
importance of active
management to extend
the use of a building
remains unchanged.
The amount of income that
is currently holding over or
is expiring in the next three
years has increased slightly
to 17% in the year. Shorter
leases and holding over
assets mute rental growth
whilst being a negative
drag on valuations.
Mitigation
The asset and property
management teams meet
with occupiers on a regular
basis to discuss the specific
property and the tenants’
aspirations and needs for
its future occupation.
We exchanged on eight
new asset management
projects, 21 lease re-gears
and 20 new lettings in
2025, enhancing income
and extending
occupational lease terms.
In addition, there is a
strong pipeline of 51
projects that will be
progressed in 2026 and the
coming years.
Despite the income holding
over or expiring in the next
three years increasing, all
these leases are expected
to renew; 75% of these
have agreed terms or are in
advanced discussions to
renew the lease.
The increase is driven by a
delay in NHS approval as
ICBs finalise their future
estate strategies together
with the requirement for
new rents to be approved
by the District Valuer. We
continue to maintain a close
relationship with all parties
concerned and receive
NHS rent reimbursement in
a timely manner.
Inherent risk rating
2
4
6
8
10
12
14
16
18
20
Medium
Likelihood of limited alternative use value is
moderate but the impact of such values could
be serious.
Residual risk rating
2
4
6
8
10
12
14
16
18
20
Medium
Management employs an active asset and
property management programme and has a
successful track record of securing enhancement
projects and securing new long term leases.
4. People
F
KPI impacted
The inability to attract, retain and develop
our people to ensure we have the appropriate
skill base in place in order for us to implement
our strategy.
Commentary on risk
in the year
Following the merger
and coming together
of two complementary
management teams, finding
the right mix and balance
of the teams is critical. We
have adopted a best of
both approach within the
enlarged Group, with key
personnel being retained.
The merger will create
many opportunities for the
combined teams and this is
a key focus of the Board to
ensure PHP continues to
meet its strategic
objectives.
There is a risk associated
with any merger that key
staff will leave and it is of
paramount importance that
this is navigated with
appropriate benchmarking
of the enlarged business
against similar sized REITs.
PHP established an
Integration Working Group
has been established
across teams to ensure
business as usual activities
continue and we work
towards full integration of
systems and processes.
Mitigation
Succession planning
is in place for all key
positions and will be
reviewed regularly by the
Nomination Committee.
We welcomed the Chief
People Officer from Assura
into the enlarged Group
who has huge experience
dealing with the many
obstacles that comes
with integrating two
teams.
Remuneration incentives
are in place, such as
bonuses and an LTIP for
Executive Directors and
senior management to
incentivise and motivate
the team, which are renewed
annually and benchmarked
to the market.
Notice periods are in place
for key employees.
Inherent risk rating
2
4
6
8
10
12
14
16
18
20
Medium
Likelihood and potential impact could
be medium.
Residual risk rating
2
4
6
8
10
12
14
16
18
20
Medium
The Remuneration Committee has benchmarked
remuneration with the help of remuneration
consultants, and reviewed and updated policies
to ensure retention and motivation of the
management team.
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Residual risk movement in the year
Increased Unchanged Decreased Low 0–5 Medium 6–14 High 15–20
Risk management and principal risks continued
Principal risks and uncertainties continued
Manage effectively and efficiently continued
5. Responsible business
D
E
H
KPIs impacted
Risk of non-compliance with responsible business practices, including
climate mitigation and ethical business consideration, not meeting
stakeholders’ expectations, leading to possible reduced access to
debt and capital markets, weakened stakeholder relationships and
reputational damage.
Commentary on risk in the year
Risk that properties no longer meet occupiers’ expected environmental
requirements.
Stakeholders including investors and debt providers see ESG as a key issue
and want to see a sufficiently developed plan to decarbonise the property
portfolio and to operate to the highest standards of business ethics and
due diligence.
There is a risk that we may not meet the hurdles sought by stakeholders
including equity and debt investors should PHP not focus enough on ESG
matters, potentially impacting the funding of the business significantly.
Additionally, political and regulatory changes to corporate governance
and disclosure, energy efficiency and net zero carbon requirements are
expected to be mandated in the short to medium term. The recent introduction
of the Corporate Sustainability Reporting Directive (“CSRD”) and International
Sustainability Standards Board (“ISSB”), amongst other policies, is a key
example of increasing requirements, although not all are applicable to PHP
at present.
Following the Assura merger the Board reevaluated the Board’s inclusion in the
ESG Committee and determined that authority should be delegated to the
Executive Committee who then report directly to the Board.
Mitigation
PHP’s ESG credentials remain at the forefront of its strategic planning
and continue to drive the Group’s ESG agenda forward. During the
year PHP has:
• worked with Achilles to provide limited third-party assurance of
our disclosures and achieved certification to Toitu Carbon Reduce
and ISO 14064;
• provided staff training covering individual personal development and
ESG;
• commissioned third-party audits for development and refurbishment
projects to guard against the risks of modern slavery and unethical
supply chain standards;
• engaged with external experts to assess and inform our net zero
carbon approach for developments and refurbishments including
engaging consultants to advise on the appropriate alignment of
ESG policies and targets for the Enlarged Group;
• set, monitored and reported sustainability targets and hurdles
to ensure acquired assets or asset management schemes meet
specific ESG criteria, with these same criteria aligned to investors
and debt providers;
• achieved EPC rating benchmarks to ensure compliance with the
Minimum Energy Efficiency Standards (‘‘MEES’’) that could
otherwise impact the quality and desirability of our assets, leading
to higher voids, lost income and reduced liquidity;
• worked with its occupiers to improve the resilience of its assets to
climate change as well as with contractors which are required to
conform to PHP's sustainable development and refurbishment
requirements; and
• reported sustainability performance under EPRA sBPR guidelines,
reported to external rating benchmarks including GRESB and CDP,
and been rated by MSCI and ISS ESG Corporate Rating.
Inherent risk rating
2
4
6
8
10
12
14
16
18
20
High
Likelihood is high and impact of occurrence could be major.
Residual risk rating
2
4
6
8
10
12
14
16
18
20
Medium
The Group is committed to meeting its obligations in line with its
Responsible Business Framework and feels it has introduced sufficient
mitigants to continue to deliver its objectives.
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Strategic report Governance Financial statements Shareholder information
Risk management and principal risks continued
Principal risks and uncertainties continued
Diversified, long term funding
6. Debt financing
G
H
KPIs impacted
Without appropriate confirmed debt facilities,
PHP may be unable to meet current and future
commitments or repay or refinance debt
facilities as they become due.
Commentary on risk
in the year
As already outlined 2025
has been a pivotal year with
staunch support from our
lenders whilst adding
important new lenders. This
confirms that the Group
enjoys the confidence of the
lending markets both in
terms of the traditional high
street lenders and the
private placement markets.
The Company secured
a two-year £1.2 billion
acquisition debt facility
during the year, whilst also
refinancing several inherited
Assura debt instruments.
This included the £266
million Barclays facility and
£200 million RCF both
extended by one year to
2027, with further extensions
available. We also refinanced
a £60 million private
placement to 2034 and
issued a new €120 million
private placement to 2032.
Following the merger, Fitch
confirmed that the Assura
investment grade rate (BBB+,
negative outlook) remains in
place.
Mitigation
Existing lenders remain
keen to support PHP and
new entrants to debt
capital markets have
indicated willingness to
join as new lenders.
Credit margins agreed on
the acquisition financing
were more favourable than
what had been achieved in
previous years, reiterating
the confidence in PHP’s
business model shown by
the lending banks.
Management regularly
monitors the composition
of the Group’s debt
portfolio to ensure
compliance with covenants
and continued funding.
Management regularly
reports to the Board on
current debt positions
and provides projections
of future covenant
compliance to ensure
early warning of any
possible issues.
PHP has commenced an
EMTN programme with our
key relationship banks and it
is our intention to commence
this programme issuance
once our short term
deleveraging plan has been
actioned in order to obtain a
credit rating for the enlarged
Group.
Inherent risk rating
2
4
6
8
10
12
14
16
18
20
Medium
The likelihood of insufficient facilities is
moderate but the impact of such an event would
be serious.
Residual risk rating
2
4
6
8
10
12
14
16
18
20
Medium
The Board regularly monitors the facilities available
to the Group and looks to refinance in advance
of any maturity. The Group is subject to the
changing conditions of debt capital markets.
7. Interest rates
A
B
F
G
H
KPIs impacted
Adverse movement in underlying interest
rates could adversely affect the Group’s
earnings and cash flows and could impact
property valuations.
Commentary on risk in
the year
With fewer interest rate cuts
during 2025 than anticipated
at the start of the year, it is
clear elevated interest rates
will remain for the foreseeable
future and the market is
adapting to this.
The macroeconomic/political
environment in the UK remains
subdued following the
substantial tax rises and will
likely continue to be a drag to
the UK economy into 2026.
Despite these risks we
continue to believe further
significant reductions in
primary care values are likely
to be limited with a stronger
rental growth outlook
offsetting the impact of any
further yield expansion. This
was evidenced through our
valuation surplus generated in
the year.
2026 will be another
significant year for PHP from
a debt strategy perspective,
with refinancing the £1.2 billion
acquisition financing,
consolidating the mix of
revolving credit facilities,
completing the EMTN
documentation programme and
making a debut issue a target
as we move to an unsecured
basis. With this in mind only
the £100 million revolving
credit facility with RBS expires
during 2026.
Mitigation
The Group has
historically held the
majority of its debt in
long term, fixed rate
loans and mitigates its
exposure to interest rate
movements on floating
rate facilities through the
use of interest rate
swaps. As a result of the
merger this decreased to
74% at year end
reflecting the significant
amount of variable debt
taken on in order to allow
the merger to succeed.
Whilst a financial
statement risk, the MtM
valuations on debt and
derivative movements do
not impact the Group’s
cash flows and are
not included in any
covenant test in the
Group’s debt facilities.
The Group continues to
monitor and consider
further hedging
opportunities in order
to manage exposure to
rising interest rates.
Inherent risk rating
2
4
6
8
10
12
14
16
18
20
High
The likelihood of volatility in interest rate
markets is high and the potential impact
if not managed adequately could be major.
Residual risk rating
2
4
6
8
10
12
14
16
18
20
Medium
The Group is currently well protected against
the risk of interest rate rises but, due to its
continued investment in new properties and
the need to maintain available facilities, is
increasingly exposed to rising interest
rate levels.
Property values are still subject to market
conditions which will continue to be impacted
by the interest rate environment.
Residual risk movement in the year
Increased Unchanged Decreased Low 0–5 Medium 6–14 High 15–20
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Risk management and principal risks continued
Principal risks and uncertainties continued
Deliver progressive returns
8. Potential over-reliance on the
NHS and HSE
D
C
KPIs impacted
PHP invests in a niche asset sector where
changes in healthcare policy, the funding of
primary care, economic conditions and the
availability of finance may adversely affect the
Group’s portfolio valuation and performance.
Commentary on risk
in the year
The UK and Irish
governments continue
to be committed to the
move of healthcare
services out of hospitals
and initiatives to develop
new models of care
increasingly focusing on
greater utilisation of
primary care.
Despite the UK’s subdued
economic outlook and the
continued backlog of
treatments within the NHS
we expect the demand for
health services to continue
to grow, driven by
demographics. With the
backdrop of the government’s
10 Year Health Plan we
eagerly await more action
by the Labour government
in its ongoing commitment
to the NHS to reform
primary care.
The NHS, HSE and District
Valuer do need to
acknowledge that higher
build costs and inflation
need to be reflected in
future rent settlements
for schemes to be
financially viable.
The Group now has 13% of
rent from private hospitals
which are all operated by
leading independent
healthcare providers with
strong tenant covenants.
Mitigation
The commitment to
primary care is a stated
objective of both the UK
and Irish governments.
Management engages
directly with government
and healthcare providers
in both the UK and Ireland
to promote the need for
continued investment in
modern premises.
This continued investment
provides attractive long
term, secure income
streams that characterise
the sector, leading to
stability of values.
PHP continues to appraise
and invest in other
adjacent government
funded healthcare related
real estate assets, whilst
retaining its focus on
the core government
backed income covenant as
outlined in our
financial framework.
Inherent risk rating
2
4
6
8
10
12
14
16
18
20
Medium
Likelihood is low but impact of occurrence may
be major.
Residual risk rating
2
4
6
8
10
12
14
16
18
20
Medium
Policy risk and general economic conditions are
out of the control of the Board, but proactive
measures are taken to monitor developments
and to consider their possible implications for
the Group.
9. Foreign exchange risk
A
B
C
D
KPIs impacted
Income and expenditure that will be derived
from PHP’s investments in Ireland will be
denominated in Euros and may be affected
unfavourably by fluctuations in currency
rates, impacting the Group’s earnings and
portfolio valuation.
Commentary on risk
in the year
The Group now has 28
investments in Ireland with
three developments on site.
Asset values, funding and
net income are
denominated in Euros.
Following the merger we
successfully issued a new
€120 million private
placement, and now have
€367 million of Euro-
denominated debt to
provide a natural hedge on
our balance sheet to our
€391 million of Euro assets.
The wider macroeconomic
and political environment
across the world
continues to cause
exchange rate volatility.
Mitigation
The Board has funded and
will continue to fund its
investments in Ireland with
Euros to create a natural
hedge between asset
values and liabilities
in Ireland.
PHP has a Euro foreign
exchange forward (fixed at
€1.1459:£1) to cover net
annual income of €10 million
per annum, which expires
in January 2027.
Management closely
monitors the Euro to GBP
currency rates with its
banks to formulate a
formal hedging strategy
against Irish net cash flow.
Following the merger c.6%
of rent roll is generated
from Irish properties.
Inherent risk rating
2
4
6
8
10
12
14
16
18
20
Medium
Likelihood of volatility is high but the potential
impact at present is low due to the quantum of
investment in Ireland, albeit this is increasing.
Residual risk rating
2
4
6
8
10
12
14
16
18
20
Low
PHP has implemented a natural hedging
strategy to cover balance sheet exposure
and has hedged out the income exposure
for the period until January 2027.
Residual risk movement in the year
Increased Unchanged Decreased Low 0–5 Medium 6–14 High 15–20
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Viability statement
In accordance with the 2024 UK Corporate Governance Code, the
Board has assessed the prospects of the Group over the longer
term, taking account of the Group’s current position, business
strategy, principal risks and outlook.
The Board believes the Company has strong long term prospects,
being well positioned to address the need for better primary care
health centres in the UK and Ireland.
The Directors confirm that, as part of their strategic planning and
risk management processes, they have undertaken an assessment
of the viability of the Group, considering the current position and
the potential impact of the principal risks and prospects over a
three-year time horizon. Based on this assessment, the Directors
have a reasonable expectation that the Group will be able to continue
in operation and meet its liabilities as they fall due over the period
to 31 December 2028. Although individually the Group’s assets may
have relatively long unexpired lease terms and will all have
a defined asset management strategy, the Board has undertaken
its detailed financial review over a three-year period because:
• the Group’s financial review and budgetary processes cover
a three-year look forward period; and
• occupational leases within the Group’s property portfolio typically
have a three-yearly rent review pattern and so modelling over
this period allows the Group’s financial projections to include
a full cycle of reversion, arising from open market, fixed and
index-linked rent reviews.
The Group’s financial review and budgetary processes are based on
an integrated model that projects performance, cash flows,
position and other key performance indicators including earnings
per share, leverage rates, net asset values per share and REIT
compliance over the review period. In addition, the forecast model
looks at the funding of the Group’s activities and its compliance
with the financial covenant requirements of its debt facilities. The
model uses a number of key parameters in generating its forecasts
that reflect the Group’s strategy and operating processes and the
Board’s expectation of market developments in the review period.
In undertaking its financial review, these parameters have been
flexed to reflect severe, but realistic, scenarios both individually
and collectively.
Sensitivities applied are derived from the principal risks faced
by the Group that could affect solvency or liquidity.
The sensitivities applied are generally the same as used for the
31 December 2024 year-end financial statements which included a
10% decline in valuations and 15% tenant default rate. We believe
these remain realistic, reasonable worst-case scenarios, having
seen an absolute valuation increase in 2025.
Across our various loan facilities, valuations will need to fall by
a further around £1.2 billion/41% and £0.9 billion/31% across the
PHP and Assura portfolios respectively before the loan to value
covenants are impacted. During the year, Bank of England base
rates have continued to fall from 4.75% to 3.75%, with the trend
expecting to continue as inflation is forecast to decline to the Bank
of England’s target range, but also to stimulate economic growth
that has continued to be subdued in the UK. We therefore feel the
increase in variable interest rates should remain a sensitivity at 1%.
The sensitivities applied are as follows:
• declining attractiveness of the Group’s assets or extenuating
economic circumstances impact investment values – valuation
parameter stress tested to provide for a one-off 10%/£587
million fall in June 2026;
• 15% tenant default rate;
• rental growth assumptions amended to see nil uplifts on open
market reviews;
• variable rate interest rates rise by an immediate 1% effective
from 1 January 2026; and
• tightly controlled NHS scheme approval restricts investment
opportunity – investment quantum flexed to remove
non-committed transactions.
We have assessed the impact of these assumptions on the Group’s
key financial metrics over the assessment period including covenant
compliance, profitability, net debt, loan to value ratios and available
financial headroom which are as follows:
Key metrics at 31 December 2028
31 December
2025
Viability
scenario
Loan to value ratio 57% 60%
Net debt £3,392m £3,411m
Interest cover ratio 2.8x 2.4x
Adjusted net assets £2,691m £2,153m
Available financial headroom £571m £471m
All covenants have been monitored throughout the viability period
that has been assessed and were the sensitivities to come to
fruition, any breaches would be minor and could be remedied
with cash or property collateral.
In making its assessment, the Board has made a number of specific
assumptions that overlay the financial parameters used in the
Group’s models. The Board has assumed, in addition to the specific
impact of new debt facilities, the Group will be able to refinance or
replace other debt facilities that mature within the review period in
advance of their maturity and on terms similar to those at present.
See Note 14 to the financial statements for a profile of the Group’s
debt maturity.
Mark Davies
Chief Executive Officer
16 March 2026
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Chair’s introduction to governance
Harry Hyman
Non-executive Chair
“ The quality of our governance
enables the Board to successfully
lead the enlarged business to
deliver our post transaction
objectives of reduced leverage,
delivering cost synergies
and integrating the two
businesses to achieve the best
of both organisations.”
Our strong and effective governance
supported what was a transformational year
for PHP, obtaining overwhelming shareholder
and wider stakeholder support for the
combination with Assura to create a £6 billion
healthcare REIT invested in critical social
infrastructure across the UK and Ireland
which will deliver material financial and
strategic benefits in the future.
Dear shareholder,
I am pleased to introduce the governance section of this year’s
Annual Report. This gives more detail on the governance that we
have in place, how the Board and its Committees’ activities worked
on behalf of shareholders and other stakeholders, and the outcome
of these activities. We will, as a company listed on the London and
Johannesburg Stock Exchanges, report on how we have applied the
principles in the UK Corporate Governance Code (2024) and how
we have complied with its provisions, or if not, provide an
explanation of the Company’s departure with recommended
practice, in line with the Code’s ‘Comply or Explain’, basis of
reporting.
This has been a transformational year for PHP with the acquisition
of Assura plc. The opportunity to put forward proposals for a
merger with Assura – an important strategic step with a compelling
rationale, strongly supported by investors in both companies –
arose early in the year. The Board responded by playing a crucial
role supporting management and navigating the numerous key
decision points and issues to deliver a successful transaction. On
12 August 2025, PHP obtained control of Assura with 63% of
shareholders accepting our shares and cash offer which
subsequently increased to 98% before the offer was closed on 10
September 2025. The acquisition of Assura was completed in full
on 20 October 2025 when the final 2% of Assura shares were
legally acquired and Phase 1 clearance from the CMA was received
on 29 October 2025 which enabled integration of the two
businesses to commence thereafter.
The Board of the Company has provided valuable oversight and
support to management to effect the integration, as evidenced by
the synergies already delivered totalling £6.9 million or 77% of the
target, which has been achieved primarily through a reduction in
people costs and elimination of duplicated professional fees.
I would like to extend my thanks to all of my Board colleagues for the
role they played and the high level of performance and commitment
demonstrated, through attending no fewer than 12 additional
Board meetings. These were frequently at short notice, as the
transaction progressed, in addition to the five scheduled Board
meetings. Throughout the process, there was a relentless focus on
shareholders’ best interests and those of stakeholders more broadly,
with the long-term strategic success of PHP and the enlarged
business as a guiding principle.
The Board’s leadership, deep experience of the Company and
sector, business insight and mix of skills has stood the Company in
excellent stead. I am delighted that Jonathan Davies, the former
senior independent director and Chair of Assura who has a vast
amount of relevant experience (for which, please see further
details on page 69), has now joined the Board as a non-executive
director. I am confident his skills will complement the Board’s
existing capabilities, as well as providing stakeholders with
continuity during the integration period and beyond.
Strong and effective governance
Primary Health Properties PLC Annual Report 2025
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Strategic report Governance Financial statements Shareholder information
Chair’s introduction to governance continued
People, culture and strategy
With the acquisition of Assura, a key consideration for the Board
has been the alignment of people, culture and strategy. I am proud
of how colleagues across the newly enlarged business have
collaborated together in the short period since the Competition
and Markets Authority review concluded. We recognise that the
future success of the Group in large part depends on our people.
We aim to be a key partner working in collaboration with the national
and neighbourhood health services in the United Kingdom and
Ireland to deliver much needed investment into primary care facilities
which have been demonstrated to improve health outcomes and
reduce referral rates to overstretched public hospitals, all in a
manner which maximises health system value for money.
Accordingly, we conduct our operations with honesty, integrity and
respect for the many people, organisations and localities that our
business touches. In addition to monitoring and assessing culture
with this objective in mind (as further described on page 71), the
Board also seeks to maintain an environment internally which
encourages openness, collaboration, respect, trust and fairness.
Stakeholders and sustainability
The nature of our business, from investing in and developing
properties to managing and improving our spaces, means we have
a continuous dialogue with a wide group of stakeholders and we
consider our environmental and social impacts in all that we do.
More detail on the Board’s engagement with shareholders,
employees and other stakeholders can be found on pages 43 to 46.
In 2025, we continued the evolution our social impact programme
to focus and link with our asset management projects, working
directly with tenants to provide support for their chosen local
initiatives. Additionally, we continue to engage with and support
our employees focusing on professional and personal development.
We provide further details on our initiatives to engage with all our
stakeholders on pages 46 to 47 and how we discharge our duties
under Section 172 of the Companies Act 2006 on page 55.
AGM and Board re-election
We will be holding our Annual General Meeting on 29 April 2026
and the Notice of the meeting, a covering letter from me about the
meeting, explanatory notes for the resolutions to be put to the
meeting and details of how you vote are set out on pages 156 to
170. We are pleased that each of the Directors has agreed to stand
for election or re-election at the AGM. I hope that you will be able
to join us at the meeting. If you are not able to do so, please either
use the form of proxy that you should find with the Annual Report
or cast your vote electronically as explained on pages 168 to 170.
Shareholders will note, as explained in the following section,
that I was formerly Chief Executive of PHP. I believe that our
governance has worked well for our Company. We have a clear
differentiation between my role in leading the Board and Mark
Davies’ role in leading the Company day to day, as has been
demonstrated by the Assura transaction and delivery of 30 years
of increasing dividend.
I therefore believe, with the addition of Jonathan Davies as
an additional Non-executive Director, that our current Board
with a greater number of independent non-Executive Directors,
demonstrates that we have the right mix of knowledge and
understanding of the Company, its purpose and strategy, assets
and risks. These, together with our experience in the sector, skills
and abilities and governance systems and processes, enables your
Board to successfully lead the enlarged company for shareholders
and other stakeholders. We therefore recommend that you vote in
favour of all the resolutions proposed at the AGM.
Looking ahead
I would like to conclude by warmly thanking all our employees
and the Board for their continued commitment, dedication and
professionalism. I am confident that PHP, with a focused and
experienced Board, skilled senior management team and
committed workforce, is well positioned to deliver our purpose,
vision and strategy.
Harry Hyman
Non-executive Chair
16 March 2026
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Compliance with the Code
Statement of compliance with the Code
This report sets out the Company’s governance structures and
practices and explains how the Board discharges its duties and
applies the principles and complies with the provisions of the
2024 UK Corporate Governance Code (the “Code”), issued by the
Financial Reporting Council (“FRC”) and available at www.frc.org.uk.
The Company notes that new Provision 29 of the Code regarding risk
management and material controls is applicable for accounting
periods beginning on or after 1 January 2026 and is not reporting
on these but will do so in the next Annual Report and Accounts, in
line with the FRC Guidance on the Code. The Company is actively
considering the material controls of the enlarged group as part of our
integration activities and the declaration that the Board will need to
make.
The Board has considered the Company’s compliance with the
provisions of the Code during the year ended 31 December 2025.
The Board confirms that, throughout the year ended 31 December
2025 and to the date of this report, the Company was compliant
with the relevant provisions as set out in the Code, except in
relation to the role of Harry Hyman as Non-executive Chair,
following his previous tenure as Chief Executive. The Board noted
that Mr Hyman’s re-election at the 2025 AGM was supported by
just under 80% of the votes cast (79.28%). In line with Provision 4,
in October 2025 the Company provided an update on the views
received from shareholders. The views of shareholders during
the Assura transaction encourages and supports the Board’s
unanimous view that Mr Hyman is the right person to be Chair
of the Company, as described below.
In line with the Code Principle of “Where the board reports on
departures from the Code’s provisions, it should provide a clear
explanation” the whole Board has been, and continues to be,
unanimously supportive of the Chair in his role. Mr Hyman has
a unique understanding of the Company’s purpose, strategy
and culture of the Company, having founded and developed the
Company over the last thirty years. He was crucial, together
with the Chief Executive, for ensuring the success of the Assura
transaction through his knowledge and understanding of
shareholder interests, through his leadership of the Board
meetings and ensuring that Board members were kept appraised
of matters including the provision of the right information at the
appropriate time to make the right decisions.
However, Mr Hyman is very conscious that the role of Chair is to
lead the Board and not the implementation of the strategy set
by the Board, which is that of Mr Davies, as CEO and who was
appointed at the conclusion of the 2024 AGM.
In his role, for example, the Chair facilitated and encouraged
discussions and challenge in order that the Board could satisfy
itself that the Assura transaction as proposed by management
was in the best interests of shareholders and all stakeholders.
The Non-executive Directors, in line with the Code, regularly
appraise the performance of the Chair (without him being present)
and we are wholly supportive of the Chair in his role. The Board
believes that the knowledge and experience of the Chair, plus
those of the other Non-executive Directors will be key in the
governance of the Company during the integration of Assura and
development of the enlarged company. The Board noted that
major shareholders were consulted ahead of the Chair’s
appointment in 2024, as required by the Code in these
circumstances, and the Chair continues his active engagement
with major shareholders.
Statement from the Senior Independent Director
Dear shareholder,
In relation to the Chair’s appointment in 2024, we consulted
widely with major shareholders prior to his appointment in order
to understand their views. We were very keen to ensure that
we had the right person to lead the Board in the Company’s
next phase of development following the internalisation of
management in 2021 and the appointment of a new Chief
Executive in 2024. Following the vote at last year’s AGM, in which
just under 80% voted in favour of his re-election, we offered the
opportunity for shareholders to discuss any concerns with me.
However, no further requests were received.
In addition, our externally facilitated Board performance review
in the year included consideration of Harry’s performance.
All the Non-executive Directors were very positive about
the appointment and his performance in a challenging year.
The transition from CEO to Chair has gone very well and his
onboarding and ongoing relationship with the Chief Executive
has been excellent.
As the Senior Independent Director, I am available to shareholders
if they have any issues they would like to raise about the Chair or
other matters that they feel that they cannot raise with either
the Chair or Chief Executive directly. I have not had any such
requests during 2025.
Ian Krieger
Senior Independent Director
16 March 2026
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Strategic report Governance Financial statements Shareholder information
Principles of the Code
Gender Ethnicity
Balance of the Board Tenure
Male 5
Female 3
Directors from minority ethnic groups 2
Others 6
Executive Directors 2
Non-executive 6
0-3 years 3
3-6 years 1
6+ years 4
Implementing the Code
1. Board leadership
and Company purpose Page
Chair’s introduction 64
Our Board 68
Purpose, values and strategy 70
Board decisions and outcomes 70
Culture 71
Board stakeholder engagement
and decision making 71
Our workforce 71
2. Division of responsibilities
Our Board and governance
structure 72
3. Composition, succession
and evaluation
Board and Committee meeting
attendance 75
Our Board 76
Board and Committee Performance Review 77
Nomination Committee Report 79
4. Audit, risk and internal control Page
Audit and Risk
Committee Report 80
5. Remuneration
Remuneration Committee Report 86
Directors’ Remuneration Policy 89
Annual Report on Remuneration 95
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Board of Directors
Board of Directors
Harry Hyman
Non-executive Chair
Election to the Board
Harry Hyman founded the Company in 1996 and served
on the Board as Managing Director from that time and
represented the former adviser to the Company, Nexus
Tradeco Limited (“Nexus”), on the Board. On completion
of the management internalisation on 5 January 2021,
Harry was appointed as Chief Executive Officer. He was
appointed as Non-executive Chair with effect from the
end of the 2024 AGM, following the appointment of Mark
Davies as Chief Executive. He stepped down as Chair of
the Nomination Committee in December 2025.
Harry graduated from Cambridge University and trained
as a Chartered Accountant and Corporate Treasurer.
He is a Fellow of the Institute of Chartered Accountants
in England and Wales.
Skills, competence and experience
Harry has significant and extensive experience in
investing in the primary healthcare sector, having
developed the Company’s business from its inception
30 years ago to its current position.
He brings leadership experience as Chair of another
listed company and entrepreneurial flair to the Board
having established a number of successful private
companies. Harry was key to the successful Assura
transaction.
Other listed company directorships
Non-executive Chair of Biopharma Credit PLC, an
externally managed investment trust which invests in
the fast-growing science industry and is listed on the
London Stock Exchange.
Mark Davies
Chief Executive Officer
Election to the Board
Mark Davies was appointed to the Board from the
2024 AGM.
Career
Mark was a Co-founder Director of NewRiver REIT plc
(“NewRiver”) in 2009 and played an important role in
taking NewRiver from IPO into the FTSE 250 Index in
seven years. He was CFO of NewRiver for over twelve
years and, alongside his role as CFO, was also CEO/
Executive Chair of Hawthorn Leisure Limited (“Hawthorn”)
for five years. Mark stood down from the board of
NewRiver following the successful sale of Hawthorn
in July 2021 to private equity at a premium price.
Skills, competence and experience
Mark has considerable capital markets, listed company
leadership and entrepreneurial experience and was key
to the successful Assura transaction.
Other listed company directorships
None.
Richard Howell
Chief Financial Officer
Election to the Board
Richard Howell was appointed to the Board from
31 March 2017. He was appointed as Chief Financial
Officer in 2021 following completion of the
internalisation of the advisory and management
functions previously carried out by Nexus.
Career
Richard is a Chartered Accountant and has over 20 years’
experience working with London-listed commercial
property companies, principally LondonMetric Property plc
and Brixton plc. Richard was part of the senior
management team that led the merger of Metric Property
Investments plc and London & Stamford Property plc in
2013 to create LondonMetric Property plc. In May 2022 he
was appointed as a Non-executive Director at Life Science
REIT plc, an AIM-listed, externally managed real estate
investment trust.
Skills, competence and experience
Richard has extensive finance and accounting experience,
having previously held senior accounting positions within
listed property companies operating across the UK. This
experience includes both equity and debt financing for the
acquisition of Assura, together with implementing the
Company’s hedging strategy. Richard has been responsible
for arranging and negotiating lending arrangements for the
Company and in previous roles with major UK banking and
finance institutions and advisers, including at LondonMetric
Property plc and Brixton plc, leading the finance teams in
over £5 billion of property transactions.
Other listed company directorships
Senior Independent Non-executive Director and Chair of
the Audit Committee of Life Science REIT plc.
Laure Duhot
Independent Non-executive Director
Election to the Board
Laure Duhot was appointed to the Board from 14 March
2019 following completion of the merger with MedicX
Fund Limited.
Career
Laure started her career in the investment banking
sector and has developed a focus on the property
and infrastructure sectors. She has held senior roles
at Lehman Brothers, Macquarie Capital Partners, Sunrise
Senior Living Inc., Grainger plc and Lendlease.
Skills, competence and experience
Laure brings over 30 years of senior executive level
experience in the investment banking and property
sectors, specialising in alternative real estate assets,
and has been a Non-executive Director at a number
of funds and property companies.
Other listed company directorships
Safestore Holdings plc
Independent Non-executive
Yes.
A
Audit Committee
E
ESG Committee
N
Nomination Committee
R
Remuneration Committee
S
Standing Committee Indicates Chair of Committee
E N E E N A S S S R E
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Board of Directors continued
Ian Krieger
Senior Independent
Non-executive Director
Election to the Board
Ian Krieger was appointed to the Board in February
2018, and is Chair of the Audit Committee.
Career
Ian is a Chartered Accountant and was a Partner and
Vice-Chair at Deloitte until his retirement in 2012.
Skills, competence and experience
Ian qualified as and practised as a Chartered
Accountant and brings a wealth of recent financial
experience to the Board as well as his experience as
Chair of the audit committees of two other UK-listed
companies in the property sector (having been Senior
Independent Non-executive Director and Chair of the
audit committee at both Safestore Holdings plc and
Capital & Regional plc until his retirement in 2024).
Other listed company directorships
None.
Independent Non-executive
Yes.
Ivonne Cantú
Independent Non-executive Director
Election to the Board
Ivonne Cantú was appointed to the Board from
1 January 2022.
Career
Ivonne has significant public company experience
having spent over 20 years advising listed businesses.
She was until 31 August 2025 the Director of Investor
Relations, Communications and Sustainability as well as
a member of the executive management team of
Benchmark Holdings plc, a biotechnology aquaculture
company. She is also a Non-executive Director and Chair
of the audit committee at Creo Medical Group plc and a
Trustee of two non-profit UK based charities, La Vida -
Vital Investment for Development Aid in Latin America
and Info Latinos.
Skills, competence and experience
Ivonne brings to the Board substantial experience in
capital markets, M&A, corporate governance, investor
relations and sustainability. Prior to taking up her position
at Benchmark Holdings plc, Ivonne spent 13 years as
Corporate Finance Adviser at Cenkos Securities plc, and
Merrill Lynch, advising companies across multiple
sectors and geographies. She has a degree in engineering
from the Universidad Panamericana in Mexico City and an
MBA from the Wharton School of Business at the
University of Pennsylvania.
Other listed company directorships
Creo Medical Group plc.
Independent Non-executive
Yes.
Dr Bandhana (Bina) Rawal
Independent Non-executive Director
Election to the Board
Bina Rawal was appointed to the Board from 27 February
2024.
Career
Bina is a medical professional with 25 years’ senior
executive experience in healthcare, including with blue
chip pharmaceutical companies such as Roche and global
research funding charity Wellcome Trust. She is currently
Senior Independent Director at Worldwide Healthcare
Trust plc, a FTSE 250-listed investment trust specialising
in healthcare and life sciences companies where she is
board lead for ESG and chairs the nominations
committee.
Skills, competence and experience
Bina has a wide breadth of experience spanning patient
care, digital and population health, ESG, strategy,
partnerships and EDI, alongside extensive networks in
UK healthcare through her senior level executive and
non-executive roles to date in large, complex organisations
within the public, private and not-for-profit sectors.
Other listed company directorships
Worldwide Healthcare Trust plc.
Independent Non-executive
Yes.
Jonathan Davies
Independent Non-executive Director
Election to the Board
Jonathan Davies was appointed to the Board from
1 December 2025.
Career
Jonathan was until recently Chief Financial Officer of
SSP Group plc (“SSP”), where he also served as Deputy
Chief Executive. Since his appointment in June 2018,
Jonathan also served as a Non-Executive Director of
Assura plc (“Assura”) until the clearance of the Company’s
acquisition of Assura by the Competition and Markets
Authority on 29 October 2025. His skills in strategy,
commercial and financial management were built in his
earlier roles with Unilever plc, OC&C and Safeway plc.
Skills, competence and experience
Jonathan brings to the Board extensive experience
of finance, mergers and acquisitions and corporate
governance, having taken SSP private in 2006, listed it
on the London Stock Exchange in 2014 and undertaken
numerous debt and equity raises since then. Jonathan
also brings a deep understanding of Assura, having
served as its Senior Independent Director, Chair of the
Audit Committee and, latterly, Chair, providing
stakeholders with continuity during the integration
period and beyond.
Other listed company directorships
None.
Independent Non-executive
Yes.
A
Audit Committee
E
ESG Committee
N
Nomination Committee
R
Remuneration Committee
S
Standing Committee Indicates Chair of Committee
R N N N E A A A S R R R N E E E A
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Corporate governance statement
Part A: Board leadership
and Company purpose
Purpose, strategy, values
and culture
The Company’s purpose is to create
long term sustainable value to
shareholders by supporting the NHS
in the United Kingdom and the HSE
in Ireland in tackling the
underinvestment in health facilities in
both countries.
We exist to facilitate the NHS, the
HSE, GPs and our other customers
in delivering neighbourhood health
services.
We are proud that our buildings serve
a total patient list of over 11 million.
We also continually invest in our
estate through asset management
projects designed to improve the
quality of the buildings, making them
more energy efficient and increasing
the number of consulting rooms and
other facilities available to deliver
key services.
Our strategy is built around four
pillars: Grow, Manage, Fund and
Deliver. Set out in the table on the
right is how the decisions taken by the
Board have supported the delivery of
this strategy during the year.
How governance supports our strategy
The Board believes that the enlarged Group’s portfolio of properties offers long term and sustainable sources of rental income to underpin returns we offer to shareholders.
1. Grow
Whilst development activity
remained subdued in the year
across the commercial property
sector as the volatile economic
and geopolitical environment
continued, the Board’s energy and
focus was applied to pursuing the
compelling strategic opportunity
comprised in the Assura
transaction, which went
unconditional as to acceptances
on 12 August and received CMA
clearance on 29 October 2025.
This transformational deal
provides the group with the scale
which investors wish to see, and
an exciting future for the
enlarged business.
Read more on page 22
3. Fund
The Board approved the issue
of further ordinary shares in the
Company and debt facilities
of £407m in order to fund the
cash consideration component
of the Assura transaction and
transaction costs.
The Board considered the reports
of the ESG Committee after each
of its meetings and approved the
investment required to drive
forward our sustainability
initiatives, details of which are set
out in the Responsible Business
Report, and decided to re-focus
its community impact funding to
more closely align with benefiting
the communities served by buildings
at which asset management
projects took place.
Read more on page 23
4. Deliver
The Board critically reviewed the
level of quarterly interim dividends
for the year and were pleased to
continue the 30 year history of
increasing dividends.
Following its previous decision to
introduce a Dividend Reinvestment
Plan
the Board continued to make
the plan available for shareholders
as a means for them to increase
their shareholding in a cost-
effective manner.
Read more on page 23
2. Manage
A major area of focus for PHP has
been successfully delivering asset
management projects. To enhance
the capital value of the portfolio,
regear leases and improve the
energy efficiency of properties,
the Board agreed capital
expenditure investment of £16
million on asset management
projects completed and
exchanged in the year and the
reallocation of certain people
from the investment team to the
asset management team to
undertake more projects.
Read more on page 22
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Corporate governance statement continued
Part A: Board leadership and
Company purpose continued
Purpose, strategy, values and culture continued
Culture and values
We recognise that, as guardian of the culture, the Board plays a vital
role in defining the way in which we do business and the Board sets
the tone for the Company.
An appropriate governance structure for decision making, together
with promoting an environment of trust, respect and accountability,
is fundamental. This attitude and mindset to do what is right shapes
the environment within which the Executive Committee and wider
PHP team work and the way PHP behaves towards its stakeholders.
Our strong culture supports our strategic priority of partnering with
the NHS in the UK and the HSE in Ireland in the modernisation of the
healthcare estate and promotes employee engagement, retention and
productivity.
We work collaboratively and use our combined experience and
expertise to find high quality solutions for our occupiers and improve
the experience of the people who use our buildings.
• regular reporting and feedback from the Executive Directors
and the designated workforce NED following staff engagement
meetings, highlighting what we do well and where improvements
can be made;
• regular face-to-face engagement with employees through Board
site visits and exposure to the senior management team; and
• monitoring of staff turnover rates, whistleblowing and health and
safety incidents.
Going forward, we will continue to remain open minded to efficient,
tech-enabled ways of working, which can also assist us as we
continue to further look at efficiencies to drive down our costs and
environmental impact.
Our stakeholders and the Board’s engagement
with them
Our tenants
We continuously engage with the NHS in the UK and the HSE in
Ireland, as well as with our hospital trusts and management, local
GPs and other healthcare professionals at our facilities, to
understand their evolving requirements.
We also engage with NHS integrated care systems in England, as
they continue to evolve, to understand their key priorities for the
improvement of care in neighbourhoods and develop an effective
partnership with them and other key stakeholders to deliver their
vision for improved healthcare provision.
We also continue to find new ways to collaborate with NHS partner
organisations to continually progress the high compliance
standards which are central to PHP’s stakeholder offer.
The Board reviewed the results of the tenant survey conducted in
the year. This was based on a face-to-face interview format with a
sample of the tenant base to better understand tenants’ views and
ensure that we are engaging with the right individuals to gain feedback
on, and continually improve, our property management performance.
Our communities
In 2025, our social impact programme has continued to focus on
and link with our asset management projects, working directly with
tenants to provide support for their chosen local initiatives. We
support local communities in matters that are important to them
rather than applying the same format or solutions uniformly.
Our employees
In 2025, the Board reviewed the integration plans and potential
impacts on employees, working closely with teams from Assura and
PHP; continued to focus on staff career pathway support and
development and continued to engage with our teams, including
through changes to internal structures.
In addition to regular updates, PHP held an Estates Review over two
days in early September, which was an excellent opportunity for
management to spend time with 17 senior members of the
combined property team. This encouraged ideas for moving the
business forward including further cross-team working.
Board Workforce Engagement
Laure Duhot, as the designated Non-executive Director to lead and
support workforce engagement for the Board, held three in person
meetings this year with staff in the Cork, London and Stratford-
upon-Avon offices.
The meetings importantly also provided an opportunity for people
from Assura to speak directly with a Board member from PHP.
These meetings were very well received and gave the Board,
through Laure’s feedback, an insight into employee views. She
reported back her detailed feedback from these sessions, on a
non-attributable basis, the outcome of which was the addressing
of matters raised in these sessions with management for the
consideration and actioning where appropriate.
Our investors
Regular communication with investors is a top priority for the Board
in order to understand the views of the owners of the business.
The Assura transaction provided a unique opportunity to engage
with shareholders of both PHP and Assura to understand their
perspectives. It was heartening to note their support for PHP’s
management team and strategy, and their shared view that the
combination made compelling strategic sense. This view was
reflected in the strong level of acceptances to PHP’s offer.
We aim to create sustainable value for the investors in our business
whether institutional, private or debt investors.
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Corporate governance statement continued
Institutional investors Private investors Debt investors
Our Executive Directors once again held
a series of meetings with institutional
investors as part of roadshows following
our full year and interim results. There
were also numerous engagements with
shareholders during the Assura
transaction process (all of which were duly
overseen by the Company’s financial
advisers to ensure regulatory compliance).
The Board works with its brokers,
Deutsche Numis, Peel Hunt and Shore
Capital (who were appointed in the year),
to ensure that an appropriate level of
communication is facilitated through a
series of investor relations activities
around the issue of our full year and
interim results. The feedback received
by the brokers from these meetings is
relayed to the Board.
The Company also held a Capital Markets
Day on 24 July 2025 at which investors
had the opportunity to learn more about
the Company’s business and its plans to
capture the significant opportunities
which it has identified.
As a result of these meetings, the Board
is mindful of, and considers investor views
particularly on the development and
implementation of strategy, financial and
operational performance, ESG matters, the
strength of the Company’s income, the
debt structure and the real estate market
in general in light of NHS plans.
Private investors are an important part of
our shareholder base for whom we aim to
deliver progressive dividend growth and
steady capital appreciation. Our private
investors are encouraged to give feedback
and communicate with the Board via the
Company Secretary.
The whole Board attended the 2025
Annual General Meeting and was
available to meet shareholders and
answer their questions.
All the resolutions put to the meeting
received strong support from investors.
The results of the voting at all general
meetings are published on our website.
We work closely with our registrar,
Equiniti – and, following the secondary
listing of the Company’s shares on the
Johannesburg Stock Exchange, with JSE
Investor Services in South Africa – to
maintain an efficient share register, and
address in a timely way all queries that
we receive from our private shareholders
throughout the year.
We consider our debt on an ongoing
basis for effective cost management.
For example, in January 2025, the Group
fixed, for two years, £200 million of
nominal debt at a rate of 3.0% for an
all-in premium of £4.5 million.
The fixed rate swap will provide further
protection to the Group’s interest rate
exposure, especially whilst rates continue
to remain elevated and volatile.
Regular dialogue is maintained with all
our relationship banks, including meetings
and/or conference calls.
Part B: Division of responsibilities
There is a clear written division of responsibilities between the
Chair (who is responsible for the leadership and effectiveness
of the Board) and the Chief Executive Officer (who is responsible
for the day-to-day operations of the business). The Senior
Independent Director also has written terms reflecting his role.
The Chair ensures a collaborative culture in the Boardroom with
all Directors being encouraged to contribute to discussions
and support and/or challenge, and in particular to discourage
groupthink. The Chair also meets with individual directors outside
of formal meetings to understand their perspective, raise any
issues in confidence and develop engagement.
Five Committees of the Board have been operating throughout the
year, the Audit, Remuneration, Nomination, ESG and Standing
Committees, to which certain powers have been delegated as set
out in their terms of reference which can be viewed on our website
at www.phpgroup.co.uk/about-us/corporate-governance. The
reports of each of the Audit, Remuneration and ESG Committees
are set out in the following pages. The ESG Committee has, in 2026,
become an Executive Committee led by the Chief Executive.
Our governance structure, shown on page 73, ensures that the
Board is able to focus on key matters which are reserved for its
consideration including strategic proposals, property acquisitions,
major transactions and governance matters which affect the long
term success of the business.
The Board has delegated authority for the day-to-day management
of the business to the Chief Executive Officer, who is supported in
discharging these duties by executive committees as shown on
page 73.
There is a clear statement of Matters Reserved for the Board and
delegated authorities setting out the financial parameters within
which the Executive Directors and senior management team may
act without reference to the Board. However, any proposal could
still be taken to the full Board for consideration and approval
where this is considered appropriate.
Part A: Board leadership and Company purpose continued
Our stakeholders and the Board’s engagement with them continued
Our investors continued
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Corporate governance statement continued
Our governance structure
Board of Directors
Chair: Harry Hyman
• The Board sets the Group’s strategic aims, ensuring that the necessary resources are available for the Group to meet its objectives, and oversees the execution of the strategy within an acceptable risk management framework
Audit Committee ESG Committee
(*an Executive Committee in 2026)
Remuneration Committee Standing CommitteeNomination Committee
Members: Ian Krieger, Ivonne Cantú, Laure
Duhot, Bina Rawal and Jonathan Davies
Members: Laure Duhot, Ivonne Cantú, Harry Hyman,
Ian Krieger, Bina Rawal,
Jonathan Davies, Mark
Davies, Richard Howell and David Austin
Members: Ivonne Cantú, Laure Duhot, Ian
Krieger, Bina Rawal and Jonathan Davies
Members: Harry Hyman, Ian Krieger,
Mark Davies
and Richard Howell
Members: Ivonne Cantú, Harry Hyman (who
stepped down as Committee Chair in December
2025), Ian Krieger, Laure Duhot, Bina Rawal and
Jonathan Davies
Chair: Ian Krieger
• Oversees the quality of financial and narrative
reporting
• Scrutinises significant judgements made
by management
• Provides assurance on internal controls,
risk management and audit processes
• Evaluates the performance of the external
auditor, with responsibility for audit tender
• Obtains assurance regarding the objectivity
of the valuers
Chair: Laure Duhot
• Assisted in the development of ESG
strategy
• Developed and monitored policies on
ESG matters
• Developed and monitored social
impact initiatives
• Considered opportunities for environmental
initiatives in the portfolio
Chair: Ivonne Cantú
• Determines and implements
Remuneration Policy
• Sets remuneration packages and incentives for
Executive Directors and the senior
management team
• Approves annual bonus and LTIP targets and
outcomes for the senior management team
• Oversees the operation of the PHP
Sharesave plan and approves the grant
of options under the plan
• Has oversight of workforce remuneration
arrangements and alignment of these
with the Group’s strategy
Chair: Harry Hyman
• Approves dividend announcements
and implementation
• Approves the allotment and issue of new
shares in connection with the Company’s
share plans
• Approves other formal matters that require
the approval of the Board or a duly
authorised committee between scheduled
meetings of the Board and acts as the
disclosure committee
Chair: Ivonne Cantú
• Leads process for Board appointments
• Considers Board composition
and succession
• Reviews balance of skills and diversity
on the Board
• Oversees the annual Board
evaluation process
Other non-Board committees
Executive Committee Risk Committee
Members: Mark Davies (Chair), Richard Howell, David Austin and Toby Newman* Members: Richard Howell (Chair), Ian Krieger, Mark Davies, Liam Cleary, David Austin and Toby Newman*
• Reviews investment opportunities for consideration by the Board and approves any investment decisions of less than £5 million
• Reviews operational performance of the business and approves proposals for asset management projects involving capital
expenditure of less than £2 million
• Undertakes day-to-day management of the PHP portfolio
• Reports to the Board at each meeting through formal reporting from the CEO and CFO
• Reviews strategic and operational risks in achieving delivery of PHP’s strategic goals
• Reviews operational risk management processes
• Recommends appropriate risk appetite levels and monitors risk exposure
• Reports to the Audit Committee at each of its meetings
* Mr Newman stepped down on 30 January 2026.
Part B: Division of responsibilities continued
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Corporate governance statement continued
Part B: Division of responsibilities continued
How the Board functions
Regular Board and Committee meetings are scheduled throughout
the year with five scheduled meetings held in 2025 (from an overall
total of 17 Board meetings in the year, with the remainder being
ad hoc meetings held at short notice).
The Board has a formal schedule of matters specifically reserved
for its decision, which includes (amongst other things) various
strategic, financial and operational responsibilities (see above).
A summary of the key activities of the Board during the year can
be found on page 75.
Care is taken to ensure that information is circulated in good
time before Board and Committee meetings and that papers
are presented clearly and with the appropriate level of detail to
assist the Board in discharging its duties. The Company Secretary
assists the Board and Committee Chairs in agreeing the agenda
in sufficient time before the relevant meeting to allow input from
key stakeholders and senior executives.
Further, the members of the senior management team regularly
attend meetings of the Board and have developed a strong
understanding of the Board’s approach and culture.
Role Responsibilities
Non-executive
Chair
Harry Hyman
• Leads the Board and ensures it runs effectively
• Sets Board culture to promote boardroom debate
• Regularly meets with the Chief Executive to stay informed about developments between Board meetings
• Monitors progress against strategy and performance
• Ensures all stakeholders’ views are considered
Senior Independent
Director
Ian Krieger
• Provides a sounding board for the Chair
• Leads performance evaluation of the Chair
• Is available to respond to shareholders’ concerns when contact through the normal channels is not appropriate
Non-executive
Directors
Ivonne Cantú
Laure Duhot
Bina Rawal
Jonathan Davies
• Scrutinise and constructively challenge the performance of executive management
• Bring independent judgement to investment decisions brought to the Board and approve decisions reserved for the Board
as a whole
• Contribute to developing strategy and monitor the delivery of the agreed strategy
• Contribute a broad range of skills and experience
Chief Executive
Officer
Mark Davies
• Manages the day-to-day running of the business
• Manages dialogue with investors, shareholders and key stakeholders and relays views back to the Board
• Helps develop and formulate strategy for the Board and is responsible for its implementation
Chief Financial
Officer
Richard Howell
• Responsible for the preparation of accounts and integrity of financial reporting
• Implements decisions on financing and capital structure determined by the Board
• Responsible for day-to-day treasury management
• Ensures robust accounting systems and internal controls are implemented
Company
Secretary
Toby Newman
Phil Higgins (from
February 2026)
• Advises the Board and is responsible to the Chair on corporate governance matters
• Ensures good flow of information to the Board and its Committees
• Promotes compliance across the business with statutory and regulatory requirements and Board procedures
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Corporate governance statement continued
Part B: Division of responsibilities continued
Meetings in the year
Details of the attendance of each of the Directors who served during the year are set out below:
Director
Board
(total in year – 5)
Audit Committee
(total in year – 5)
Nomination Committee
(total in year – 3)
ESG Committee
(total in year – 2)
Remuneration
Committee
(total in year – 4)
Harry Hyman 5 — 3 2 —
Mark Davies 5 — — 2 —
Richard Howell 5 — — 2 —
Ivonne Cantú 5 5 3 2 4
Laure Duhot 5 5 3 2 4
Ian Krieger 5 5 3 2 4
Bina Rawal 5 5 3 2 4
Jonathan Davies* 1 1 1 1 1
* Joined the Board in December 2025.
An additional 12 Board meetings were held in the year relating to the Assura transaction
February
• Strategic planning for the
year ahead against the
backdrop of continuing
economic headwinds and
geopolitical uncertainty
• Critical examination of the
year-end property
valuations
• Approval of the preliminary
announcement of results
and the 2024 Annual
Report, incorporating the
Notice of AGM
• Received and approved
various recommendations
from the ESG Committee,
including with respect to
equality, diversity and
inclusion and prevention of
modern slavery
April
• Consideration of the voting at
the Annual General Meeting,
the reasons for any
significant votes against
resolutions and any follow-up
actions
• Strategy discussion including
in relation to the use of
technology, growth and
communication of
PHP’s proposition
December
• Received and considered
updates in connection
with 2025 audit process,
including internal controls
and risk register
• Reviewed and approved
2026 budget
October
• Reflected on key themes
from strategy discussions
• Received and discussed an
update on current and
emerging ESG trends
• Considered a number of
investment opportunities
July
• Careful consideration of the
results of the interim
valuation
• Approval of the interim
results for release
• Received and discussed
external strategic market
update
• Discussion of cyber security
risk management and
mitigations
• Received an update on
regulatory matters
In addition to the Assura Transaction, matters
considered and actions taken at the scheduled
Board meetings included:
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Corporate governance statement continued
Part B: Division of responsibilities continued
Strategy meeting
The strategy meeting is held as a separate meeting outside the
regular Board schedule and attended by all the Directors and the
Executive Committee.
The 2025 strategy meeting was held in Dublin. The location of the
meeting enabled the Board to meet with its leaders in Ireland, as
well as gaining valuable insights into the Irish health market and
health policy from external speakers with extensive experience of
the sector.
These visits provided valuable further insights for the Board in
relation to the Company’s business in Ireland, also developing its
understanding of the extent to which public and private health
provision are intertwined in Ireland and the implications of this
for healthcare delivery, together with insights that may be applied
to health system functioning and improvement more generally.
In preparation for the strategy meeting the Board received a
background information pack that included content relating to
finance, asset management, forecasting and equity markets to
support an in-depth strategic discussion.
Outcomes
The decisions taken during the year led to the successful outcome
of the proposed acquisition of Assura plc, the continued capital
investment in PHP’s assets including asset management plans
and the increased dividend payment. Further work was identified
to be undertaken in relation to cyber risk and AI developments
and these, together with the strategic development issues
identified for the enlarged group would be considered and
developed further in 2026.
Part C: Composition, succession
and evaluation
Board composition
The current Board of Directors of the Company consists of the
Chair, five independent Non-executive Directors and two Executive
Directors and complies with the Code in that at least half of the
Board are independent Non-executive Directors. Details of the
composition of the Board by gender and ethnicity are set out below.
The Listing Rules target that at least one individual on a company’s
board of directors is from an ethnic minority background was met,
with two of its directors being from an ethnic minority background.
Following the appointment of Dr Bina Rawal, in 2024 43% of the
Board were women, such that the 40% target in the Listing Rules
was met. The balance of the Board changed in December 2025
with the appointment of Jonathan Davies, following which 37.5% of
the Board were women. Accordingly, the 40% target in the Listing
Rules is no longer met but would be kept under review. The target
for at least one of the senior Board positions specified in the
Listing Rules (being Chair, Chief Executive, Senior Independent
Director or Chief Financial Officer) being held by a woman was not
met in the year. The Company considers that the experience and
expertise in these roles best positioned PHP for success in this
transformational year, but this would be kept under review.
Biographical information on each of our Directors can be found on
pages 68 and 69. Ms Cantú, Ms Duhot, Mr Krieger, Dr Rawal and
Mr J Davies are all considered to be independent.
As previously noted, the Company increased the Board to eight
Directors with Jonathan Davies’ appointment on 1 December 2025
as a further independent Non-executive Director. We believe that a
Board of eight Directors will continue to be of a size that is
appropriate for an enlarged business with a clear and focused
strategy, at the same time as delivering on the evolving corporate
governance requirements to which the Company is subject, noting
that the Company is not compliant in respect of certain gender and
ethnicity requirements. We believe this size of Board will continue
to facilitate all members of the Board developing a close
understanding of PHP’s enlarged business and foster open debate.
Board induction and training
The Code provides that all Directors should receive a full, formal
and tailored induction on joining the Board. On joining the Board
new Directors are provided with an induction programme to enable
them to integrate into the Board as quickly as possible and feel
able to contribute to business and strategy discussions with
enough background knowledge.
A tailored induction programme for Mr Davies was facilitated
by the Company Secretary. The induction process included the
following elements:
• one-to-one meetings with the Chair, other Board members, members
of the Executive Committee and the senior management team;
• a full supporting pack of relevant materials to give insight into
strategy, structure and operations, as well as the Group’s
governance framework, policies and procedures; and
• meeting with the Company’s advisers, including with Korn Ferry,
PHP’s remuneration advisers, to understand the design and
implementation of the Group’s remuneration policies.
The Directors receive regular updates in their Board papers,
facilitating greater awareness and understanding of the Group’s
business as well as legal and regulatory developments. PHP’s
preparatory work for the implementation of regulatory changes,
including implementation of the 2024 update of the Code, has
continued in order to underpin the Company’s ongoing adherence
to best practice governance and assurance practices.
Directors from minority
ethnic groups 2
Others 6
Male 5
Female 3
Ethnicity Gender
The composition of the Board is fundamental to its governance and
overall success of the Company. We continue to have a strong mix
of experienced individuals on the Board. The Non-executive
Directors are not only able to offer an external perspective on the
business, but also constructively challenge the Executive Directors,
particularly when developing the Company’s strategy.
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Corporate governance statement continued
Part C: Composition, succession
and evaluation continued
Board induction and training continued
All Directors have access to the Company Secretary and a
procedure is in place for them to take independent professional
advice at the Company’s expense should this be required.
Board performance review
Following the externally facilitated Board evaluation which took
place in 2024, in 2025 the Board performance review was conducted
internally by means of an online questionnaire. This included Board
dynamics and relationships, individual participation and contribution,
along with the Board’s performance through the demands of the
successful offer for Assura. The Directors were also asked to
comment on the performance of the Board Committees.
The results of the 2025 survey were collated by the Company Secretary
and reviewed together with the Chair to consider any themes that
had been identified. The Nomination Committee meeting held in
December then considered the next steps and recommendations
and will keep these under review in the year.
The Chair conducted a review of the performance of each of the
individual Directors as a separate exercise. Ian Krieger had private
meetings with each of the individual Directors to obtain their
feedback on the performance of the Chair.
Outputs
The results of the performance review and the tone set by the
Chair and the Chief Executive and that they have developed
a strong, supportive relationship providing clear and effective
leadership and focus that are instrumental to the long term
success of the Company. The members of the Board and its
Committees are seen as being engaged and committed and able to
raise challenges openly while the culture remains open, respectful
and constructive.
Details of the outcomes of the 2024 evaluation and the 2025
evaluation, as well as the actions taken in response to the 2024
evaluation, are provided in the table.
2024 evaluation outcomes Actions in 2025 2025 evaluation outcomes
As the Company continues its journey following
internalisation in 2021 and welcomes its new
Chief Executive Officer, to continue to develop
its strategy and culture and implement its
values for the benefit of all its stakeholders.
Alongside continuing to develop its inclusive
culture where staff are encouraged to input
to decision making in a progressive and
supportive environment, the Company
refreshed the format for its Strategy Day
such that members of the wider team were
encouraged to contribute to the discussion
and development of strategy, enriching the
dialogue with their expertise as well as
providing development opportunities through
Board level exposure and engagement.
Continue to embed and refine the
Company’s culture, ensuring it is both
understood and lived throughout the
Company, including through successful
ongoing employee engagement.
In the context of continuing geopolitical and
economic volatility, to maintain a strategic
view on the further horizon to best support
the Company’s long term success.
The Board, Executive Committee and senior
leadership team continued to apply their deep
knowledge of the Company’s business to plot
the Company’s strategic course through
continuing volatility in the best long term
interests of its shareholders and stakeholders,
with sufficient time allocated to strategy
discussion and debate at all Board and
management meetings.
Ensure due strategic consideration of
the NHS 10-year plan once published
in 2025 to best position the Company
for long term success.
To continue to seek and benefit from expert
third-party insights relating to developments
in medical practice, primary care and policy
that are relevant to the Company’s business
and delivery.
The Company continued to remain mindful of
the needs and priorities of the health systems
which its buildings support, and accordingly
continued to leverage expert connections and
insights throughout the year to best shape its
successful alignment to the needs of those
systems and their service users.
To continually keep in view future Board
skills to ensure the Company continues
to position itself to best effect.
The Board intends to review the implementation of these recommendations as part of its performance review process in 2026, and will
report on progress in next year’s Annual Report.
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Corporate governance statement continued
Part C: Composition, succession
and evaluation continued
Conflicts and commitment
The Board operates a policy to identify and, when appropriate,
manage actual or potential conflicts of interest affecting Directors.
Directors are required to submit any actual or potential conflicts
of interest they may have with the business of the Company to
the Board for approval. Any conflicts of interest are recorded and
reviewed by the Board at each meeting. Directors have a duty to
keep the Board updated about any changes to these conflicts and
would excuse themselves during discussions on such matters.
Outcomes
No conflicts of interest were identified.
The letters of appointment for Non-executive Directors set out the
time commitment expected to be necessary to perform their duties.
All Directors are aware of the need to allocate sufficient time to the
Company in order to discharge their responsibilities effectively.
Directors must obtain prior approval from the Board when they take
on any additional responsibilities or external appointments and it is
their responsibility to ensure that such appointments will not
prevent them meeting their time commitments.
The Board was satisfied that each Director showed commitment to
the role through their significant time commitment for pre-reading
and attending at the numerous meetings held in the year on all
matters, most notably in relation to the Assura acquisition, and
each of the Directors’ engagement in those meetings.
Information and support
The Board receives key data and information to enable it to make
the appropriate decisions. A comprehensive budgeting process is in
place, with an annual budget and three year forecast prepared for
consideration and approval by the Board. The Directors are
provided with relevant and timely information to monitor financial
performance against the budget. Defined authorisation levels
regulate capital expenditure. Investment decisions that require
Board approval in accordance with the authorisation matrices are
governed by defined appraisal criteria, which include anticipated
financial returns, the quality of the building and its environmental
rating. The Board is also provided with details of the healthcare
services to be delivered from the medical centre (including details
of the patient numbers and the local healthcare need) and other
stakeholder considerations. In this way, the Board monitors that
agreed approaches and processes are well understood and
adhered to.
Part D: Audit, risk management and
internal control
The Board is responsible for:
• the Company’s risk management and internal control systems
and for reviewing their effectiveness;
• the ongoing processes for identifying, evaluating and managing
the principal risks faced by the Company;
• ensuring that the systems have been in place for the year under
review and up to the date of approval of the Annual Report and
Accounts; and
• regularly reviewing these systems.
Audit Committee
The Audit Committee is responsible for monitoring the integrity of
the financial statements and the narrative reporting and results
announcements of the Company, as well as the appointment,
remuneration and effectiveness of the external auditor. The
detailed Report of the Audit Committee is on pages 79 to 83.
Financial and business reporting
The Board is responsible for preparing the Annual Report and
confirms in the Directors’ Responsibility Statement set out on page
110 that it believes that the Annual Report, taken as a whole, is fair,
balanced and understandable. The process for reaching this
decision is outlined in the Report of the Audit Committee. The
basis on which the Company creates and preserves value over
the long term is described in the Strategic Report.
Risk management
The Risk Committee is tasked with reviewing the Group’s risk
horizon and preparing a detailed risk register which it presents
for consideration by the Audit Committee. The Audit Committee
subsequently makes recommendations in respect of the Group’s
principal and emerging risks, mitigations, risk appetite and key risk
indicators to the Board which determines the extent and nature of
the risks it is prepared to take in order to achieve the Company’s
strategic objectives. Further information on the Group’s principal
risks and risk management processes can be found in the Risk
Management and Principal Risks section of the Strategic Report
on pages 56 to 62.
During the course of its review for the year ended 31 December
2025, and to the date of this report, the Audit Committee has not
identified, nor been advised of, a failing or weakness which it has
determined to be significant. In recognition of Directors’
responsibilities under Provision 29 of the Corporate Governance
code becoming applicable to the Group for the year ending
December 2026, the Audit Committee recognises the need to
further develop documentation of material controls and will
continue to do so through the year in readiness.
Part E: Remuneration
The UK Corporate Governance Code requires that a board should
establish a Remuneration Committee of at least three, or in the
case of smaller companies, two, independent Non-executive
Directors. In addition the Company Chair may also be a member of,
but not chair, the Committee if he or she was considered
independent on appointment as Chair. As Harry Hyman was
not independent on appointment as Chair, he is not a member
of the Committee.
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Audit Committee report
Ian Krieger
Chair of the Audit Committee
“ The Audit Committee has
oversight of risk management, the
external auditor and the integrity
of the Company’s financial
reporting processes to ensure the
accuracy of the financial results
and the robustness of the
Company’s internal controls.”
Dear shareholder,
I am pleased to present my report as Chair of the Audit Committee
explaining how the Committee has discharged its responsibilities
during this transformational year.
Composition
Membership of the Committee is restricted to independent
Non-executive Directors. All the members of the Committee have
considerable commercial and financial knowledge and industry
experience necessary to fulfil the Committee’s duties and
responsibilities. We receive regular updates on business, regulatory,
financial reporting and accounting matters and I am the Committee’s
designated financial expert for the purposes of the Code. I was
delighted to welcome Jonathan Davies to the Committee in
December. He brings a huge amount of financial expertise from
his previous roles at Assura and elsewhere and I have no doubt
will contribute greatly to the Committee’s work in the future.
In addition to the members of the Committee, the following
attended by invitation to assist the Committee: the Chief Financial
Officer and the Director: Finance; the Chief Executive Officer and
the Chair; the audit partner and senior managers from the auditor;
and, at certain meetings, representatives from PHP’s valuers.
The Company Secretary supports the Committee.
As Chair, in conjunction with the Nomination Committee, I review
on an annual basis the composition of the Committee to ensure
that it comprises members with skills and competencies relevant to
the primary care real estate sector and recent and relevant
financial experience. The members of the Committee also evaluate
the performance of the Committee during the year.
Meeting focus
During the year the Committee met five times: four of these
meetings followed our annual programme which is aligned to
the Company’s financial reporting timetable and agreed at the
start of the year. The additional meeting in October related to
audit planning for 2025, mindful of the Assura transaction. At the
December meeting, the Committee reviewed the Company’s risk
management and internal control processes and received an
update on the audit, including control findings.
Members of the Audit Committee
(the “Committee”)
Member
Number of meetings
and attendance
while in post
Ian Krieger (Chair) 5 (5)
Ivonne Cantú 5 (5)
Laure Duhot 5 (5)
Bina Rawal 5 (5)
Jonathan Davies* 1 (1)
* Joined the Board in December 2025.
Bracketed numbers indicate the number of meetings the member was
eligible to attend.
Key responsibilities
Financial and narrative reporting
• Monitor the integrity of the financial statements
• Scrutinise the full and half year financial statements
• Consider and challenge the key financial judgements
For further
information
see page 80
Risk management and internal control
• Oversee the internal control processes
• Assess the need for an internal audit function
• Review the risk management framework
• Ensure risks are carefully identified, assessed
and mitigated
For further
information
see page 80
External audit
• Review the performance, independence and
effectiveness of the external auditor and audit process,
including the quality of the same
For further
information
see page 80
Regulatory compliance
• Review the viability statement and going concern basis
of preparation of the financial statements
• Consider whether the Annual Report is “fair, balanced
and understandable”
• Monitor compliance with applicable laws and regulations
For further
information
see page 80
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Audit Committee report continued
Meeting focus continued
Our remit is primarily to independently oversee and challenge
the integrity of the financial reporting processes at PHP, which
supports and ensures the accuracy of the financial results. The
Committee reviews the Company’s risk management framework
and internal controls procedures across PHP to ensure that they
remain robust for the enlarged Group and are implemented
effectively. The Committee is satisfied that it receives appropriate
information from management, and the auditor, to fulfil its
obligations. Its Terms of Reference are available in the corporate
governance section at www.phpgroup.co.uk. The Committee meets
the auditor at least once a year without management present.
Assura acquisition
In the year, we considered the accounting treatment of the
acquisition of Assura and agreed with management and the
auditors that it was appropriate to account for this as an asset
acquisition. In addition, the Committee assessed the fair value of
the Assura investment property portfolio at the acquisition date.
The Committee received reports on and reviewed the key controls
established by Assura around the month end management
accounts and the valuation of the investment portfolio. These were
compared with the existing PHP controls to understand where
there mare be areas of development or risks.
The external auditor met with management and obtained an
understanding of the processes in the Assura business namely
Investment Properties, Revenue, Payroll, Expenses and Financial
Statements Closure Process (FSCP). As part of understanding the
processes, the auditor identified the key controls put in place by
management in each key business cycle. For the purpose of testing,
Deloitte focused on key business processes i.e., Investment
Properties & FSCP and tested whether the design & implementation
of key controls within these business cycles are effective or not.
This extensive testing assisted the Committee in its discussions
on the effectiveness of the internal controls across the Group.
Alongside this, we reviewed the valuation of the Group’s portfolio
at both the half year and the enlarged Group’s portfolio at the year
end. We required each of the valuers to attend our meetings so
that we can interrogate them on the assumptions and
methodologies used in reaching their valuations.
Regular tasks
The work undertaken this year has included the consideration,
review and approval of the following:
Financial and narrative reporting
• reviewing and monitoring the integrity of the financial statements
including reviewing significant financial reporting judgements
and estimates made by management, to ensure that the quality
of the Company’s financial reporting is maintained, in the
Company’s half and full year financial statements;
• reviewing and commenting on the alternative performance
measures, not defined under IFRS or “non-GAAP” measures, to
ensure these were consistent with how management measures
and judges the Company’s performance, including reviewing
the balance between statutory and non-statutory measures;
• reviewing the content of the Annual Report and Accounts and
advising the Board on whether, taken as a whole, it is fair, balanced
and understandable and provides the information necessary for
shareholders to assess the Company’s performance, business
model and strategy and whether it informs the Board’s statement
in the Annual Report on these matters that is required under
Provision 27 of the Code;
• assessing the independence and objectivity of the Group’s valuers
and gaining assurance around the integrity of the conduct of
valuation processes at the year end and at the half year;
• reviewing the process undertaken to ensure that the financial
statements are fair, balanced and understandable; and
• ensuring compliance with applicable accounting standards,
monitoring developments in accounting regulations as they
affect the Group and reviewing the appropriateness of
accounting policies and practices in place.
Risk management and internal control
• reviewing the Group’s risk register, in particular with regard
to the potential impact of climate change and principal and
emerging risks including digital technology;
• challenging the effectiveness of the Group’s risk management
systems and considering the adequacy of the process being
undertaken to identify risks and mitigate the exposure of the
Group to them;
• considering the adequacy and effectiveness of the Group’s
internal controls and whether there was a need to establish
an internal audit function; and
• ensuring the process followed to support the making of the
going concern and viability statements remained robust and was
correctly followed.
External audit
• examining the performance of the external auditor, its
objectivity, effectiveness and independence, as well as the terms
of its engagement and scope of its audit, and agreeing the
annual audit plan;
• monitoring the ratio and level of audit to non-audit fees paid
to the external auditor and agreeing its remuneration for the
year; and
• recommending external auditor appointment or re-appointment
following any tender process from time to time.
Regulatory compliance
• reviewing the Committee’s composition, performance, terms
of reference and constitution;
• ensuring appropriate safeguards are in place for the detection of
bribery and fraud and reviewing the process by which employees
may raise concerns and ensuring that these have been effectively
communicated to and understood by the workforce, so that concerns
could be raised with me, the Company Secretary or the auditor;
• reviewing the Company’s REIT compliance and tax strategy,
which may impact the integrity of the financial statements;
• considering the robustness of the Group’s assessment of
viability over a period of three years, in particular the
assumptions underlying the assessment; and
• determining the appropriateness of adopting a going concern
basis for the preparation of the financial statements.
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Audit Committee report continued
Significant issues considered in relation to the financial statements
During the year, the Committee considered key accounting matters and judgements in respect of the financial statements as detailed below:
Significant issue Actions taken
Valuation of the property portfolio
Following the combination with Assura, the Group now has property
assets of c.£6.0bn (2024: £2.8bn) as detailed in the Group Balance
Sheet and valuation is central to business performance. Accordingly, the
key judgement in the financial statements relates to the valuation of the
property portfolio which is driven by the yields and ERVs applied in the
valuation process. This is a recurring risk for the Group as it is key to its
IFRS profitability, balance sheet portfolio value, net asset value, total
property return and employee incentives. It also affects investment
decisions. Further, the judgemental nature of the yields and ERVs used
in the valuation is compounded by the continued uncertain and volatile
global economic environment, high inflation and the previous, rapid rise
of interest rates. Combined, these have led to another period of subdued
transactional evidence of primary care transactions during the year,
which is in contrast with more mainstream property sectors, such
as offices.
The enlarged portfolio was independently valued for 2025 by Cushman and Wakefield (UK and Ireland), Knight Frank, Avison Young
and Jones Lang LaSalle in the UK and by CBRE in Ireland (the “Valuers”), in accordance with IAS 40 Investment property. The
Committee ensured that there was a robust process in place to satisfy itself that the valuation of the property portfolio by the valuers
– all leading firms in the UK and Irish property markets – was carried out appropriately and independently. Given the significance of
the valuation, the Committee met twice with the valuers to review, challenge, debate and consider the valuation process; understand
any particular issues encountered in the valuation; and discuss the processes and methodologies used.
The Chair of the Audit Committee also discussed with the valuers such matters that allowed the Committee to scrutinise the valuation
process and ensure each of the valuers remained independent, objective and effective.
The auditor also met with the valuers and deployed the services of its own in-house property valuation expert to test the assumptions
made. It reported to the Audit Committee on its findings.
The Committee confirmed that it was satisfied that the valuation was not subject to undue influence and had been carried out fairly,
appropriately and in accordance with industry valuation standards, and therefore is suitable for inclusion in the financial statements.
Accounting for significant acquisitions, disposals and transactions
The accounting treatment of the Assura transaction was a significant
issue in the year. Significant property acquisitions, disposals and
financing and leasing transactions is a recurring risk for the Group with
non-standard accounting entries required, and in some cases
management judgement applied.
The Committee reviewed the accounting treatment for the Assura acquisition in detail in the year. It was agreed that this would be
treated as an asset acquisition, which was consistent with the treatment of the MedicX transaction.
Whilst other transactional activity continued to be muted during 2025 due to wider economic conditions, the Group made one
standing let investment and commenced work on the Group’s second development during the year. The Committee reviewed
management papers on key judgements, scrutinising and challenging accounting treatments and judgements.
Following a review of the accounting treatment of the significant transactions, in particular the point at which each transaction should
be recognised, the Committee was satisfied that all relevant matters had been fully and adequately addressed and that the approach
adopted by the Company was appropriate in each case, and in accordance with IFRS.
The Committee concluded that the accounting treatment of the acquisitions was appropriate.
Financing
The Group uses a mixture of equity and debt finance to grow its
portfolio and has a number of debt finance arrangements and swaps to
hedge exposure to interest rate risk. The accounting treatment of these
transactions under IFRS 9 is by its nature complex.
During the year, the Group: (i) put in place a £1.2 billion acquisition financing facility for the Assura merger; (ii) refinanced £266 million and
£200 million of Assura debt, extending both to 2027; Refinanced £60 million US PP and issued a new €120 million US PP; and (iii) exercised
the option to extend the £50 million Santander revolving credit facilities to 2027. The Committee considered the finance team’s paper on
the proposed treatment of these transactions under IFRS 9 and agreed that they had been appropriately accounted for.
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Audit Committee report continued
Financial and narrative reporting
The integrity of the financial reporting and consolidation processes
and the completeness and accuracy of financial information are
subject to review by the Audit Committee and the Board. In undertaking
its review, the Committee considered:
• the suitability of the accounting policies adopted and whether
management had made appropriate estimates and judgements;
• the systems and controls operated by management around the
preparation of the accounts;
• the procedures included in these to bring relevant information
to the attention of those who prepare the accounts;
• the consistency of the reports; and
• whether they are in accordance with the information provided
to the Board during the year.
The Committee reviewed accounting papers prepared by management
which provided details on the main financial reporting judgements.
The Committee also reviewed reports by the external auditor on
the full year and half year results which highlighted any issues with
respect to the work undertaken on the year-end audit and half year
review.
The Committee paid particular attention to matters it considered
important by virtue of their impact on the Group’s results and
remuneration, and particularly those which involved a high level of
complexity, judgement or estimation by management, as noted above.
Developments in accounting regulations and best practice in
financial reporting are monitored by the Company and, where
appropriate, reflected in the financial statements. The Committee
and the Board review the draft consolidated financial statements
and the Committee receives reports from management and the
auditor on significant judgements, changes in accounting policies,
and other relevant matters relating to the consolidated
financial statements.
Fair, balanced and understandable assessment
At the request of the Board, the Audit Committee also reviewed
the Annual Report to consider whether it is fair, balanced and
understandable and provides the necessary information for
shareholders to assess the Group’s position, performance,
business model and strategy.
The Committee was provided with, and commented on, a draft
copy of the Annual Report and Financial Statements. In carrying
out the process, key considerations included ensuring that there
was consistency between the financial results and the narrative
provided. The Committee is satisfied that alternative performance
measures used, not defined under IFRS, are consistent with how
management measures and judges the Group’s financial performance.
After reviewing the contents of this year’s Annual Report and
Financial Statements the Committee has confirmed to the Board
that, in its view, the report is fair, balanced and understandable
and provides the information necessary for shareholders to assess
the Group’s position, performance, business model and strategy.
In forming this view, the Committee considered the overall review
and confirmation process around the Annual Report and Financial
Statements, and going concern and viability statements.
Review of risk management
The Committee is responsible for reviewing the adequacy and
effectiveness of the Group’s risk management processes and
systems of internal controls, including financial, operational
and compliance controls.
Risk management is taken seriously at PHP. The preparation of a
detailed risk register is the responsibility of the Risk Committee,
which reports to the Committee at least twice a year on risk
matters, following which the principal risks identified are brought
to the Board. The Board considers the principal risks identified and
whether appropriate action is being taken to remove or reduce
their likelihood and impact. This is discussed in detail in the Risk
Management section on pages 56 to 62.
The Board as a whole, including the Audit Committee members,
considered whether the nature and extent of PHP’s risk management
framework were satisfactory to achieve the Group’s strategic
objectives. There is a culture of risk awareness embedded into the
decision-making process and robust processes are in place to support
the identification and management of risk.
The Group has worked with Willis Towers Watson to develop a
separate environmental risk register to seek to identify the main
emerging physical and transition risks associated with climate change
and the associated governmental policy responses. In particular,
increasing legislative requirements pertaining to operational building
energy efficiency standards, and the stated ambition of the NHS to
achieve a net zero health service for direct emissions by 2040, have
been identified as key risks as well as opportunities for the Group. The
register was tabled and agreed by the ESG Committee, and
subsequently reviewed by the Audit Committee as part of its
monitoring of the risk management process of the Group.
Review of internal control processes
The Committee is responsible for reviewing the adequacy and
effectiveness of internal control systems (covering all material
controls, including financial, operational and compliance controls
and risk management systems) on behalf of the Board under
Provision 29 of the 2018 UK Corporate Governance Code.
Key features of PHP’s internal control systems include a comprehensive
system of budgeting, financial reporting and business planning,
formal documentation procedures and the close involvement of the
Executive Committee in all aspects of the Company’s day-to-day
operations. The Committee has reviewed the adequacy of these
systems through various activities including:
• reviewing the effectiveness of the risk management processes;
• reviewing and challenging management’s self-assessment
of the internal controls framework;
• reviewing the work undertaken by the external auditor in relation
to internal controls; and
• reporting of any control or fraud-related whistleblowing issues.
In reviewing the periodic financial reports of the Group, the
Committee is reliant on the policies and procedures followed
by management to ensure that the records accurately reflect
transactions so as to facilitate the production of consolidated
financial statements in accordance with International Financial
Reporting Standards (“IFRS”) and other applicable reporting
standards. During the year the Audit Committee received a
recommendation from the external auditor that internal control
procedures need to be improved and documented ahead of
Provision 29 of the new Corporate Governance Code becoming
applicable later in 2026 which will require the Board to produce
a formal declaration on the effectiveness of material controls.
Management will look to develop these in the next financial year
and consider whether any additional assurance is required on
controls ahead of the implementation of Provision 29 within
this Code.
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Audit Committee report continued
Review of internal control processes continued
For the half-yearly and annual financial reports, the Committee also
receives a report from the CFO to assist the Board in assessing the
policies and procedures and making the appropriate disclosures.
The Board reviewed the various guidance issued during the year
relating to the UK Corporate Governance Code 2024, including
Provision 29 which is applicable under the new Corporate
Governance Code to PHP for its 2026 financial year end. Under
Provision 29, the Board will be required to monitor the Company’s
risk management and internal control framework and at least
annually carry out a review of its effectiveness. The monitoring and
review should cover all material controls, including financial,
operational, reporting and compliance controls. The management
team will determine the appropriate disclosures ahead of the 2026
annual accounts.
Separately, the Board also assessed the implications of the
Corporate Sustainability Reporting Directive (“CSRD”) that
introduces reporting in accordance with European Sustainability
Reporting Standards and related assurance but noted that this
is not currently applicable to the Group.
Effectiveness of external auditor and audit process
One of the key responsibilities of the Audit Committee was to assess
the effectiveness and quality of the external audit process, making
enquiries consistent with, and having regard to, the FRC’s “Audit
Committees and the External Audit: Minimum Standard”. In turn, the
effectiveness of the audit process is dependent on appropriate audit
risk identification at the start of the audit cycle. Ahead of the
commencement of the audit, the Committee received from Deloitte
LLP a detailed audit plan, identifying its assessment of these key
risks. For the audit of the 31 December 2025 financial statements,
the primary risks identified were in relation to the valuation of the
property portfolio with a specific focus on the application of yields,
as well as management override of controls and accounting for the
Assura transaction. It is also standard practice for the Audit
Committee to meet privately with the external auditor to gauge the
effectiveness of its processes. In addition, the Audit Committee
seeks feedback from management on the effectiveness of the audit
process. The Committee is satisfied that the Company has complied
with the Statutory Audit Services for Large Companies Market
Investigation (Mandatory use of Competitive Tender Processes and
Audit Committee Responsibilities) Order 2014 published by the CMA
on 26 September 2014.
Following its review of the effectiveness, independence, objectivity
and expertise of the external auditor (including through direct
interactions with the auditor without management present), the
Committee is satisfied with the effectiveness of the external
auditor and therefore recommends the re-appointment of
Deloitte LLP as external auditor for 2026.
It is the Committee’s policy to ensure that there is audit partner
rotation every five years to safeguard the external auditor’s
independence and objectivity. Daryl Winstone led the 2025 audit,
his third year as Deloitte LLP lead audit partner for PHP.
Auditor independence
The Group’s policy on the use of its external auditor for non-audit
services precludes the external auditor from being engaged to
perform valuation, tax or accounting services work. More broadly,
the policy prohibits the external auditor from performing services
where there may be perceived to be a conflict with its role as
external auditor or which may compromise its independence
or objectivity.
All proposed engagements must be submitted to the Committee
for approval prior to engagement and all non-audit fees are
reported to the Committee.
The Committee considers the remuneration of the external auditor
at least on a semi-annual basis and approves its remuneration.
It also keeps under close review the ratio of audit to non-audit fees
to ensure that the independence and objectivity of the external
auditor are safeguarded.
In 2025, fees for audit services amounted to £1.0 million and the
non-audit fees amounted to £0.1 million.
The non-audit fee for 2025 equates to 13% of the average audit
fees of the last three years. These relate to half year review work,
which the Committee considers appropriate and in the Company’s
interests in order to provide continuing assurance with respect to
its processes, procedures and published information.
The chart below sets out the ratio of audit to non-audit fees for
each of the past three years.
2025 2024 2023
Audit fee £1,000,000 £627,000 £649,000
Non-audit fee £100,000 £85,000 £82,000
Evaluation of the performance of the Audit Committee
The performance of the Committee was assessed as part of the
annual Board evaluation. The overall conclusion was that the
Committee remained effective at meeting its objectives.
Internal audit
The Group does not have a separate internal audit function and the
Board, at least annually, reviews the requirement for establishing
one. Due to the previous size of the organisation, relatively simple
nature of the Group’s business and structure and close involvement
of the senior management team in day-to-day operations, the
Committee did not feel an internal audit function was either
appropriate or necessary in 2025. However, following the Assura
transaction and enlargement of the Company the Committee will
review this in 2026.
From time to time external advisers are engaged to carry out reviews
to supplement existing arrangements and provide further assurance.
The Committee considers that this structure, with external assurance
sought for any complex, specialist or high risk matters, is appropriate
for the Company at this stage.
Ian Krieger
Chair of the Audit Committee
16 March 2026
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Nomination Committee report
Ivonne Cantú
Chair of the Nomination Committee
“ We were delighted to welcome
Jonathan Davies to the Board
following his appointment as
an independent Non-executive
Director effective from
1 December 2025. Jonathan
brings a deep understanding
of Assura, having served as its
Senior Independent Director and,
latterly, Chair providing the
Company’s stakeholders with
continuity during the integration
period and beyond.”
Dear shareholder,
I am pleased to present the report of the Nomination Committee to
shareholders for the year to 31 December 2025.
The Committee continues to play a crucial role in supporting PHP’s
strategy by ensuring the Board and its Committees have an
appropriate balance of skills, experience and knowledge, with
robust succession plans in place to ensure continuity, promote
diversity for Board and senior management positions and
implement a robust evaluation process to ensure the Board
and Committees are working effectively.
Activities of the Committee during the year
The Committee continues to oversee succession plans across the
senior management team and has continued to work with the
Executive Directors to develop succession plans for every member
of the senior management team as a part of the annual appraisal
process. This will ensure that the execution of the Company’s
strategy is not dependent on any one individual and continually
improve our processes for identifying and developing our
internal talent.
Members of the Nomination Committee
(the “Committee”) during the year
Member
Number of meetings
and attendance
while in post
Ivonne Cantú (Chair)* 3(3)
Harry Hyman 3(3)
Laure Duhot 3(3)
Ian Krieger 3(3)
Bina Rawal 3(3)
Jonathan Davies** 1(1)
* Appointed Chair of the Committee in December 2025.
** Joined the Board in December 2025.
Bracketed numbers indicate the number of meetings the member was eligible
to attend. Additional attendees invited to attend meetings as appropriate:
Mark Davies – Chief Executive Officer and
Richard Howell – Chief Financial Officer
Key responsibilities
Board composition and
succession
• Reviews and evaluates the size,
structure and composition of the
Board and its Committees
• Ensures the Board comprises individuals
with the necessary skills, knowledge and
experience to be effective in discharging
its responsibilities
• Considers the diversity of the
appointments and balance of skills,
knowledge and experience of each Director
• Considers succession planning for the
Board and the senior management
For further information
see page 85
Board appointments
• Leads the process for new appointments
to the Board and its Committees
• Ensures that all new Directors receive
an appropriate induction programme
and reviews the training requirements
of the Board
• Ensures that all potential conflicts of
interest are declared on appointment
and that all disclosed potential conflicts
of interest are reviewed regularly
For further information
see page 85
Diversity
• Promotes the Company’s policy
on diversity at Board level and to
senior management
For further information
see page 85
Performance evaluation
• Leads the annual Board and Committee
evaluation exercise
For further information
see page 85
Re-appointment of Directors
• Reviews the time required from
Non-executive Directors and their
external commitments
• Considers the annual election and
re-election of Directors to the Board
at the Annual General Meeting
For further information
see page 85
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Nomination Committee report continued
Activities of the Committee during the year continued
Appointments
It is the responsibility of the Nomination Committee to maintain an
appropriate combination of skills and capabilities among our Directors.
The Nomination Committee seeks to ensure that all Board
appointments are made on merit and measured against objective
criteria and with due regard for the benefits of diversity on the
Board. The Board is committed to ensuring a broad mix of gender,
age, nationality, experience and skills throughout the business.
During 2025, following the successful Assura transaction, we were
delighted to welcome former Assura non-executive director Jonathan
Davies to the Board in December. Our Board now comprises eight
Directors, three of whom are female, one of whom is from an Asian/
Asian British background and one of whom is from a Hispanic ethnic
background.
Diversity
The Board’s policy on equality, diversity and inclusion recognises
the importance of diversity in the broadest sense and the benefits
it brings to the organisation in terms of skills and experience, wider
perspectives and fresh ideas. We are committed to the creation of
an inclusive culture where our colleagues reflect the diverse
communities we serve and where each person can operate in a
working environment which promotes a culture of mutual respect
and inclusion throughout the organisation. Senior management’s
annual objectives are linked to the diversity of the business and
how they promote this within their teams.
The PHP Equality, Diversity and Inclusion policy, which the
Board promotes, is available on the Company’s website at
www.phpgroup.co.uk/responsible-business/.
Independence
The Nomination Committee has responsibility for ensuring that
at appointment each Director is independent and that they have
formally declared to the Company any actual or potential conflicts
of interest that may exist at the time of their appointment and
subsequently. Annually, the Nomination Committee reviews the
formal register of Directors’ interests tabled at each meeting of the
Board to assess whether any circumstances or relationships exist
which could affect the judgement or independence of each of the
Non-executive Directors. In addition, the Nomination Committee
considered their independence of character and judgement.
During the year, the Nomination Committee formally reviews
requests from the Directors for approval of new Board
appointments they may wish to take up and also annually reviews
each of the Directors’ external commitments on both a quantitative
and qualitative basis to assess whether these commitments impact
negatively on their commitment or performance. Details of the
results of this process are set out on page 78 in the Corporate
Governance Statement.
It was considered that Harry Hyman’s role as Non-executive Chair
of BioPharma Credit PLC, an externally managed investment trust
involving only four scheduled meetings a year, did not affect his
time commitment to the Company or his ability to continue to
contribute effectively as Chair. The Independent Non-executive
Directors’ other commitments were also not considered to detract
from the time commitment expected of them or to create any
conflicts of interest.
Directors standing for election and re-election
All the Directors will stand for election or re-election at the 2026
AGM. Following the annual reviews of individual Directors, it is
considered that:
• each Director subject to re-election continues to operate as
an effective member of the Board; and
• each Director subject to re-election has the skills, knowledge
and experience that enable them to discharge their duties
properly and contribute to the effective operation of the Board.
The Board, on the advice of the Committee, recommends the election
or re-election of each Director and the skills and experience of each
Director are available on pages 68 and 69.
Performance review
In accordance with its terms of reference, the Nomination Committee’s
performance was reviewed in the context of the results of the annual
Board evaluation, paying particular attention to any issues raised with
respect to the composition of the Board and its skills, experience and
diversity. The review found that the Committee functions effectively
and should continue to develop and refresh its responsibilities. The
Committee will continue to support the Board – on which an
experienced and robust group of independent Non-executive
Directors make up the majority – in continuing actively to review
performance and working to ensure the delivery of effective
governance at all times.
Details of the evaluation process and its outcomes are set out in more
detail on page 77.
Ivonne Cantú
Chair of the Nomination Committee
16 March 2026
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Remuneration Committee report
Ivonne Cantú
Chair of the Remuneration Committee
“ The Committee sets the
Remuneration Policy for senior
executives, aligned with the
purpose and values of the
Company, to deliver the
strategy and long-term
sustainable success.”
Dear shareholder,
On behalf of the Remuneration Committee (the “Committee”),
I am pleased to provide an overview of our work in relation to
both Director and wider workforce remuneration for the year
ended 31 December 2025.
We were encouraged by the strong level of support for the
Directors’ Remuneration Report (98.09% of votes cast) at the
Annual General Meeting held in May 2025 and by the high level of
engagement in the remuneration consultation carried out this year
with our top shareholders. Shareholder guidance on remuneration
matters is critical to the Committee’s work, and I would therefore
like to thank our shareholders for their continued engagement.
Members of the Remuneration Committee
(the “Committee”) during the year
Member
Number of meetings
and attendance
while in post
Ivonne Cantú (Chair) 4 (4)
Laure Duhot 4 (4)
Ian Krieger 4 (4)
Bina Rawal 4 (4)
Jonathan Davies* 1 (1)
* Appointed to the Board in December 2025.
Bracketed numbers indicate the number of meetings the member was
eligible to attend.
Additional attendees may be invited to attend meetings as appropriate
including Mark Davies – Chief Executive, Harry Hyman – Chair, Richard
Howell – Chief Financial Officer and Korn Ferry, independent advisers to
the Committee.
No individual participated in any matters that involved their
own remuneration.
Key responsibilities
Policy
• Setting the remuneration policy for
the Chair, Executive Directors and
senior executives (the “Remuneration
Policy”) and ensuring it is aligned to
the Company’s purpose and values
and linked to delivery of the Company’s
long term strategy
• Reviewing the continued
appropriateness and relevance
of the Remuneration Policy
For further information
see page 87
Remuneration
• Within the terms of the approved
Remuneration Policy and the Company’s
remuneration framework:
• setting the relevant performance
objectives and targets for short
and long term incentive pay; and
• determining the remuneration of the
Directors, the Company Secretary and
the senior executives
• Reviewing and considering remuneration
across the Group to ensure appropriate
alignment between the remuneration of
the Directors, senior executives and the
Group as a whole
• Appointing and setting out the terms
of reference for any remuneration
consultants to advise the Committee
• Agreeing policy on the recovery by
the Directors of expenses incurred
in performance of their duties
For further information
see page 89
Reporting
• Preparing the Directors’ Remuneration
Report and reporting to shareholders on
the implementation of the Company’s
Remuneration Policy in accordance
with relevant statutory and corporate
governance requirements
For further information
see page 95
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Primary Health Properties PLC Annual Report 2025
86
Remuneration Committee report continued
This report is divided into three parts:
1. this Annual Statement on pages 87 to 88 in which I provide
an overview of the work of the Committee during the year and
the key decisions which it took in relation to the remuneration
of Executive Directors, senior executives and the wider workforce
remuneration for the year ended 31 December 2025;
2. a summary of the Directors’ Remuneration Policy (the ”Policy”)
approved by shareholders at the Annual General Meeting on 24
April 2024 and applicable throughout the year.
The Policy details the link between Company performance
and remuneration and is set out on pages 89 to 94; and
3. the Annual Report on Remuneration, which provides information
on how the Policy has been applied during the year and how
we intend to apply it for 2026, set out on pages 95 to 105.
The Companies Act 2006 requires the auditor to report to the
shareholders on certain parts of the Remuneration Report and to
state whether, in its opinion, those parts of the report have been
properly prepared in accordance with applicable regulations.
The parts of the Annual Report on Remuneration that are subject
to audit are indicated in the report.
Company performance
2025 was a transformational year for the Company with the
acquisition of Assura, a strategic transaction which substantially
increases the scale of our business, and which will deliver financial
and strategic benefits to our stakeholders. In addition, the
Company once again delivered increased income and dividend,
with 2026 marking PHP’s 30th anniversary of consecutive dividend
growth.
The Directors, senior management and members of the workforce
performed exceptionally well to deliver these results. These
outcomes are, to a large extent, the result of the leadership,
expertise and hard work of the Executive Directors and the
senior management team.
The Remuneration Committee’s activities during the
year
The Committee met four times as scheduled, in February, July,
November and December. In addition to the scheduled meetings
to address our annual programme of work, the Committee and
members of the Committee met on numerous occasions to consider
the impact of the acquisition of Assura on remuneration policy and
its application.
Combination with Assura
Pursuant to the acquisition of Assura which was completed in
full at the end of October, the Committee spent time reflecting on
the appropriate implementation of the Policy in the context of the
enlarged group. Aspects considered included the impact of the
transaction on the scale and complexity of the Executive Director
and senior management roles, the alignment of performance
metrics to the strategic goals of the enlarged Group, the impact of
the transaction on inflight LTIP awards and the need to harmonise
the remuneration framework and terms across PHP and Assura
employees.
Our review resulted in a proposal to increase the salary and
long-term incentives for the Executive Directors from 2026.
We also commenced a comprehensive review of the remuneration
framework and benefits across the enlarged Group which is ongoing.
In developing the proposals for the Executive Directors, we assessed
the performance of the individuals and the way in which their roles
will be expanded given the increased scale and complexity of the
Company after the acquisition. In addition, we reviewed a
benchmarking analysis of their remuneration packages conducted
by our remuneration adviser. We also considered the Company’s
financial commitments and goals including delivering on the
synergies from the transaction and maintaining a low cost ratio.
The Committee wants to ensure that management is fairly rewarded
and incentivised for the greater complexity and demands of their
roles, including achieving short and medium term goals which are
critical to the Company’s long term success. The Committee
believes that failing to do so represents a risk in the Company’s
ability to deliver for shareholders and may create a retention risk.
Ahead of implementing the proposals, the Committee engaged
with shareholders through a broad consultation.
Engagement with shareholders in relation to the
proposals resulting from the acquisition of Assura
Following completion of the acquisition at the end of October, we
consulted with our top 20 shareholders and the three main proxy
advisers on the proposed changes to salaries and long term
incentives for Executive Directors.
We explained the impact on the Executive Directors’ roles as
a result of the acquisition, the rationale behind the proposed
increases which are designed to align remuneration to the median
of the REIT sector, our phased approach in implementing such
increases and our continued focus on linking pay to performance
through suitably stretching targets. We also provided relevant
background on the Executive Directors’ current remuneration.
In relation to the market benchmarks, these showed that our CEO’s
and CFO’s salary were both, post acquisition, at least 19% below
the median level for the REIT sector and 13% below the lower
quartile level. In terms of total target remuneration, they were both
at least 35% below the median and 25% below the lower quartile
levels.
We recognise it is important that material changes in remuneration
are phased and reflect the performance of both the individual and
the business.
In PHP’s case this will require the successful integration of the
Assura business, the achievement of associated synergies and
the delivery of the strategic goals including maintaining a low
cost ratio and a progressive dividend policy.
We proposed to bring our CEO’s and CFO’s salary levels to the
mid-market level of the REIT sector over the next two to three
years on a phased basis subject to performance and to increase
the LTIP grant within policy to enhance incentives.
We noted that when our CEO was appointed following the 2024
AGM, his salary was below the mid-market level. He has performed
very well in the role over the last 18 months and fully established
himself as a top performing CEO, in part evidenced by the support
from shareholders for the Assura transaction.
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Remuneration Committee report continued
Engagement with shareholders in relation to the
proposals resulting from the acquisition of Assura
continued
During this time his salary has only increased due to inflation by 3%
(in January 2025). The first stage of the proposed increase is to
bring his salary to the mid-market level of the REIT sector for the
PHP business pre the acquisition of Assura. This represents an 18%
increase. Subsequent salary increase(s) will take place in 2027 and/
or 2028 depending on the speed of progress towards the
integration of Assura, to bring the CEO to the mid-market salary
level for the REIT sector reflecting the increased size of the
combined business.
Our CFO’s salary has been reviewed periodically since the business
was internalised in January 2021. However, on a pre-acquisition
basis he also sits below the REIT mid-market level and we
proposed to increase his salary by 13% in a first phase reflecting
his development in the role over the last few years. Subsequent
salary increase(s) will then take place depending on the speed
of progress towards the integration of Assura and individual
performance, to bring the CFO to the mid-market salary level
for the REIT sector for the combined business.
In addition to the changes to salaries, we proposed increasing
the LTIP award for the CEO and CFO to 200% and 175% of salary
respectively. These awards will only vest to the extent that the
combined business is successful over the 3 years to 31 December
2028 as evidenced by appropriate LTIP vesting criteria.
We had a high response rate to our consultation and the feedback
we received was positive. Respondents appreciated the transparency
and phased approach to salary increases, emphasising the
importance of setting stretching targets to ensure pay and
performance remain aligned. Shareholders were in particular
supportive of linking future increases to the successful integration
of the Assura business. Some respondents expressed an interest
in further engagement ahead of increasing salaries in a second
phase. A few shareholders made recommendations in relation to
long term incentive metrics and we have agreed to consider these
in the context of the policy review to take place in 2026 ahead of
the new policy which will come into effect in 2027.
I am very grateful for the time that shareholders and the proxy
advisory firms spent engaging with us on these matters.
Remuneration for 2026
Taking into consideration the feedback obtained from the
consultation with shareholders, the Committee considered
and approved the remuneration arrangements which will apply
in 2026 and which are fully aligned with the Remuneration Policy.
The salary of the CEO from 1 January 2026 was agreed at £643k
which is at the mid market level prior to the Assura transaction. The
CFO’s salary from 1 January 2026 was agreed at £450k.
We plan to make subsequent salary increases, subject to personal
and business performance to bring them to the mid-market levels
which are currently sitting at £732k for the CEO and £490k for
the CFO.
The fees for the Chair were increased to £320k reflecting the
increased scale and complexity of the enlarged Group and in line
with the benchmarking analysis conducted during the year. Fees
for the Non-Executive Directors were increased to £70k. These
changes took place on our normal review date of 1 January 2026
following the same rationale.
Following the shareholder consultation, the Committee decided to
increase the LTIP award for the CEO and CFO to 200% and 175% of
salary from 160% and 150% of salary respectively. The increase is
reflective of the strong individual performance of the Executive
Directors and brings the CEO’s award level to the median against
the market whilst the CFO level is between lower quartile and
median, from a level that the Committee was not satisfied was
appropriate.
The Committee approved the performance measures underpinning
the 2026 LTIP award which, in line with 2025, include total
accounting return, EPRA earnings per share and an ESG target.
The Committee sets challenging targets for LTIP awards as is
evidenced by the recent levels of vesting.
Committee composition
The Committee welcomed Jonathan Davies as a new Committee
member in 2025 following his appointment to the Board on
1 December 2025. There were otherwise no changes in the
composition of the Committee during the year.
Conclusion
I trust you find this report informative and thank you for your
support and engagement during the year.
Overall, the Company has performed robustly against challenging
market and economic conditions, and has delivered a transformational
transaction in the combination with Assura. The Committee believes
that the 2025 remuneration outcomes are appropriate and reflective
of the business performance and strategic delivery, and that the
Remuneration Policy operated as intended during the year.
I believe that we have put in place appropriate remuneration
structures to reward and retain the Executive Directors and
the senior management team. We always welcome feedback
and hearing the views of our shareholders, so if you have any
questions about this report or remuneration generally at PHP,
do please contact me through our Company Secretary at:
cosec@phpgroup.co.uk.
I look forward to your continued support for the Committee and
recommend that shareholders vote in favour of the advisory
resolution for the 2025 Directors’ Remuneration Report at our
forthcoming AGM.
Ivonne Cantú
Chair of the Remuneration Committee
16 March 2026
Strategic report Governance Financial statements Shareholder information
Primary Health Properties PLC Annual Report 2025
88
Directors’ remuneration report
Part 1: Summary of the Directors’
Remuneration Policy (the “Policy”)
The Directors’ Remuneration Policy was put to a binding
shareholder vote at the 2024 AGM and, following approval,
was effective immediately thereafter.
The overall Remuneration Policy of the PHP Group (the “Company”)
has been developed in compliance with the principles of the 2024
UK Corporate Governance Code, UK institutional investor guidance
and the Listing Rules.
Key elements of the Policy
Pay element and purpose Operation Opportunity Performance metrics, weighting and assessment
Base salary
Provide a base level of remuneration
to support recruitment and retention
of Executive Directors with the
necessary experience and expertise
to deliver the Company’s strategy.
Salaries are normally reviewed annually and any changes are normally effective
from the beginning of the financial year, although there is no obligation to
increase salary.
When determining an appropriate level of salary, the Committee considers:
• remuneration practices within the Company;
• the performance of the individual Executive Director;
• the individual Executive Director’s experience and responsibilities;
• the general performance of the Company;
• salaries within the ranges paid by comparable companies used for
remuneration benchmarking; and
• the economic environment.
Base salaries will be set at an appropriate level within
a comparator group(s) of comparable companies and
will normally increase at a rate no higher than increases
made to the wider employee workforce (save where
a higher increase is appropriate to reflect a change in
role/ resp ons ibilities).
Individuals who are recruited or promoted to the Board
may, on occasion, have their salaries set below the
targeted policy level until they become established in
their role. In such cases subsequent increases in salary
may be higher than the average until the target
positioning is achieved.
None.
Key principles of the Policy
The Company is committed to ensuring that its remuneration
practices enable the Company to appropriately reward employees
for the services they provide to the Company by; attracting and
retaining employees with the skills required to effectively manage the
operations and growth of the business; and to motivate employees to
perform to the best of their abilities, in the interest of the Company.
The Company’s remuneration principles ensure that:
• the Company offers a suitable package to attract, retain and
motivate people with the skills and attributes needed to deliver
the Company’s strategy, aligned with the Company’s purpose
and values while recognising the requirements of its
shareholders and other stakeholders;
• the Company’s policy and practices aim to drive and reward
behaviours that support the Company strategy, culture and
business objectives; and
• the Company’s incentive plans are linked to Company and
individual performance to encourage high performance from
staff at both an individual and team level.
Remuneration is reflective of applicable market conditions,
statutory obligations and the level of accountability (responsibility,
objectives and goals) assigned to the provision of incentives to
deliver outstanding performance, whilst providing organisational
flexibility and operational efficiency.
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Directors’ remuneration report continued
Pay element and purpose Operation Opportunity Performance metrics, weighting and assessment
Benefits
Provide a market competitive level
of benefits to support recruitment
and retention of Executive Directors
with the necessary experience
and expertise to deliver the
Company’s strategy.
The Executive Directors may receive benefits which include, but are not limited
to, family private health cover, critical illness cover, life assurance cover, income
protection and accident/sickness/business travel insurance (including tax
payable if any).
The Committee recognises the need to maintain suitable flexibility in the
determination of benefits that ensure it is able to support the objective of
attracting and retaining key personnel. Accordingly, the Committee would
expect to be able to adopt other benefits including (but not limited to)
relocation expenses, tax equalisation and support in meeting specific costs
incurred by Directors.
Any reasonable business related expenses can be reimbursed in accordance
with the Company’s expenses policy, including the tax thereon if determined
to be a taxable benefit. The Executive Directors may also participate in any
all-employee share plans operated by the Company.
The maximum will be set at the cost of providing the
benefits described.
None.
Pensions
Provide appropriate levels of pension
benefits to support recruitment and
retention of Executive Directors
with the necessary experience
and expertise to deliver the
Company’s strategy.
The Committee has the ability to provide pension funding in the form of a salary
supplement or as an employer contribution to a defined contribution pension
plan. Any pension payments would not be considered “salary” when determining
the extent of participation in the Company’s incentive arrangements.
For existing and any future Executive Directors,
the maximum pension contribution/allowance as
a percentage of basic salary will be in line with the
contribution level provided to the majority of the
workforce (currently 6% of salary).
None.
Annual Bonus Plan
The Annual Bonus Plan provides an
incentive to the Executive Directors
linked to achievement in delivering
goals in a sustainable manner
that are closely aligned with
the Company’s strategy and the
creation of value for shareholders.
The Committee will determine the bonus payable after the year end based on
performance against targets.
Annual bonuses are paid in cash after the end of the financial year to which they
relate. However, Executive Directors who participate in the Annual Bonus Plan
will be required to defer 30% of the bonus, normally net of tax, into shares
which should be held for at least three years. The Committee may award
dividend equivalents on deferred shares to the extent they vest.
Malus and clawback provisions will apply to the award, up to the date of the
bonus determination and for three years thereafter.
Bonus payments are not pensionable.
The maximum bonus opportunity is 150% of salary. Discretionary bonus pay-outs will be determined on the
satisfaction of a range of key financial and personal/
strategic objectives set annually by the Committee. No
more than 30% of the overall bonus opportunity can be
based on performance against personal/strategic targets.
The performance targets applied will be disclosed in
the relevant Annual Report, following the end of the
performance period.
Discretion will apply, enabling the Committee to adjust
the bonus outcome upwards or downwards, where the
formulaic outcome is, in the view of the Committee, not
a fair and accurate reflection of business performance.
No more than 25% of the relevant portion of the bonus is
payable for delivering a threshold level of performance,
and no more than 50% is payable for delivering a target
level of performance (where the nature of the performance
metric allows such an approach).
Part 1: Summary of the Directors’ Remuneration Policy (the “Policy”) continued
Key elements of the Policy continued
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Pay element and purpose Operation Opportunity Performance metrics, weighting and assessment
Long Term Incentive Plan (“LTIP”)
Awards are designed to incentivise
the Executive Directors to maximise
returns to shareholders by successfully
delivering the Company’s objectives
over the long term in a sustainable
manner.
Awards can be granted annually to Executive Directors under the LTIP in the
form of nil-cost options or conditional awards of shares. These would vest at the
end of a three-year period, normally subject to:
• the Executive Director’s continued employment at the date of vesting; and
• satisfaction of the performance conditions.
The Committee may award dividend equivalents on awards to the extent that
they vest.
The net of tax number of shares that vest after the end of the three-year
performance period will be subject to an additional two-year holding period,
during which the shares cannot be sold (irrespective of whether the individual
remains employed).
Malus and clawback provisions will apply to the award, up to the date of the
LTIP determination and for three years thereafter.
Awards may be made up to 200% of base salary
in normal circumstances.
No more than 25% of the award will vest for threshold
performance. 100% of the award will vest for maximum
performance.
Awards vest subject to the achievement of challenging
performance conditions set by the Committee prior to
each grant.
Discretion will apply, enabling the Committee to adjust
the outcome upwards or downwards, where the
formulaic outcome is, in the view of the Committee, not
a fair and accurate reflection of business performance.
All-employee share plan
To encourage share ownership. The Company currently operates an all-employee savings related share option
plan (“SAYE”). To the extent the Company operates this or any future all-employee
share plan, the Executive Directors will be able to participate on the same terms
as other employees.
Actual participation in these plans will be
disclosed in the relevant Annual Report following
the implementation and participation in these plans.
None.
Shareholding requirement
To support long term commitment to
the Company and the alignment of
Executive Director interests with
those of shareholders.
The Committee has adopted formal shareholding guidelines that will encourage
the Executive Directors to build up and then subsequently hold a shareholding
equivalent to a multiple of their base salary. Requirements will continue for two
years after an Executive Director ceases to be employed.
200% of salary. None.
Non-executive Directors
To provide a competitive fee for
the performance of NED duties,
sufficient to attract high calibre
individuals to the role.
Fees are set in conjunction with the duties undertaken.
Normally only increased when an individual takes on additional duties or where
benchmarking indicated fees require realignment to remain competitive.
Overall fees will not exceed the maximum in the
Company’s Articles of Association of £750,000. This is
proposed to be increased in the Articles at the 2026
AGM to £1m.
None. The NEDs are not entitled to receive any
remuneration which is performance related.
As a result, there are no performance conditions.
Directors’ remuneration report continued
Part 1: Summary of the Directors’ Remuneration Policy (the “Policy”) continued
Key elements of the Policy continued
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Directors’ remuneration report continued
Part 1: Summary of the Directors’
Remuneration Policy (the “Policy”) continued
Choice of performance measures
Each year, the Committee will choose the appropriate performance
measures and targets to apply to the Annual Bonus Plan and LTIP.
The measures will be closely aligned with the Company’s strategy
and business priorities and will be consistent with a Board
approved level of business risk.
Malus and clawback
Malus and clawback provisions within the Annual Bonus Plan, PIF (a
legacy plan) and LTIP apply in the following circumstances:
• material misstatement of results;
• gross misconduct;
• error in calculating the number of shares subject to an award
or the amount of cash paid;
• corporate failure; or
• serious reputational damage.
These apply for a period of three years from the determination of
the annual bonus and the LTIP vesting date. the Committee has
determined that these periods should enable sufficient time for the
identification of any issues. These provisions were not used within
the year.
Discretion
The Committee will operate the Annual Bonus Plan and LTIP
according to their respective rules and in accordance with the
Listing Rules where relevant. Consistent with market practice, the
Committee retains certain discretions in respect of the operation
and administration of these arrangements which include, but are
not limited to, the following:
• the participants;
• the timing of the grant of an award or payment;
• the size of an award;
• the determination of the extent to which performance measures
have been met and the corresponding vesting or payment levels;
• discretion required when dealing with a change of control or
restructuring of the Group;
• determination of the treatment of leavers based on the rules
of the respective arrangement and the appropriate treatment
chosen, including the pro-rating of awards;
• adjustments required in certain circumstances (e.g. rights issues,
corporate restructuring events and special dividends);
• the annual review of performance measures, weighting and
targets from year to year; and
• the manner in which share awards can be satisfied (i.e. through
the use of new issue, market purchased or treasury shares or by
way of a cash payment).
In addition, the Committee retains the ability to adjust the targets
and/or set different measures if events or circumstances occur (e.g.
a material acquisition and/or divestment of a Group business)
which cause it to determine that the conditions are no longer
appropriate and the amendment is required so that the conditions
achieve their original purpose. Any use of the above discretions
would be explained in the Annual Report on Remuneration for
the relevant year and may, as appropriate, be the subject of
consultation with the Company’s major shareholders. Furthermore,
the Committee has the discretion to amend the new Policy with
regard to minor or administrative matters where it would be, in the
opinion of the Committee, in the best interests of the Company,
and disproportionate to seek or await shareholder approval.
The Policy and the wider employee population
The Group aims to provide a remuneration package for all
employees that is market competitive and operates the same
reward and performance philosophy throughout the business.
The Group operates variable pay plans primarily focused on mid to
senior management level. In some cases, incentive structures and
performance conditions apply which are different to those used for
Executive Directors in order to ensure the performance targets set
can be influenced and controlled by the participant. In addition, the
Committee takes into account workforce remuneration and related
policies and the alignment of incentives and rewards with culture
when setting the policy for Executive Directors’ remuneration.
Recruitment policy
The Company’s strategy is to attract and retain a talented and
diverse workforce.
The Company’s approach is that the remuneration of any newly
recruited Executive Directors will be assessed in line with the same
principles as apply to the existing Executive Directors.
The Committee is mindful that it wishes to avoid paying more than
it considers necessary to secure the preferred candidate and will
have regard to guidelines and shareholder sentiment regarding
enhanced short term or long term incentive payments made on
recruitment and the appropriateness of any performance measures
associated with an award. Subject to the paragraph opposite, the
incentive awards that can be received in any one year will not
exceed the maximum individual limits as set out in the new Policy.
The Committee’s policy is to not provide sign-on compensation.
In addition, the Committee’s policy is to not provide buyouts as a
matter of course. However, should the Committee determine that
the individual circumstances of recruitment justified the provision of
a buyout, the equivalent value of any incentives that will be
forfeited on cessation of a Director’s previous employment will
be estimated. This will take into account, among other things, the
performance conditions attached to the vesting of these incentives,
the timing of vesting, the likelihood of vesting and the nature of the
awards (cash or equity). The Committee may then grant a buyout of
a value that takes account of the value of the lapsed award, where
possible, under the Company’s incentive plans. To the extent that it
is not possible or practical to provide the buyout within the terms
of the Company’s existing incentive plans, the Committee may, in
exceptional circumstances, consider it appropriate to grant an
award under a different structure to facilitate a buyout of
outstanding awards held by an individual on recruitment.
Where an existing employee is promoted to the Board, or was
previously remunerated by a company that subsequently becomes
a Group company, the policy set out above would apply from the
date of promotion or that company becoming part of the Group
but there would be no retrospective application of the policy in
relation to subsisting incentive awards or remuneration arrangements.
Accordingly, prevailing elements of the remuneration package
would be honoured and form part of the ongoing remuneration of
the person concerned. These would be disclosed to shareholders in
the Annual Report on Remuneration for the relevant financial year.
The Company’s approach is that the remuneration of any newly
recruited Non-executive Director will be assessed in line with the
same principles as apply to the existing Non-executive Directors.
The Company will not pay any introductory fee or incentive to any
person to encourage them to become a Director but may pay fees to
search and selection consultants in connection with the appointment.
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Directors’ remuneration report continued
Part 1: Summary of the Directors’
Remuneration Policy (the “Policy”) continued
Service agreements and letters of appointment
Executive Directors
Mark Davies’ service contract has a twelve-month mutual notice
period. Richard Howell’s contract has a six-month mutual notice
period. The Company’s policy is for Executive Directors to have
service agreements with no fixed term, but which may be
terminated by the Company with no more than twelve months’
notice from the Company to the Executive and equivalent notice
from the Executive to the Company.
If notice is served by either party, the Executive Director can
continue to receive base salary, contractual benefits and pension
for the duration of their notice period during which time the Company
may require the individual to continue to fulfil their current duties
or may assign a period of garden leave. Service contracts do not
contain liquidated damages clauses.
The Company may elect to make a payment in lieu of notice
equivalent in value to a maximum of twelve months’ base salary
and contractual benefits including pension contribution but
excluding variable pay, payable in equal monthly instalments.
Alternatively, the Committee retains the discretion to make
payments in lieu of notice as a lump sum.
In the event of termination for cause (e.g. gross misconduct)
neither notice nor payment in lieu of notice will be given and the
Executive Director will cease to perform their services immediately.
In addition, and consistent with market practice, the Company may
pay a contribution towards the Executive Director’s legal fees for
entering into a statutory agreement, may pay a contribution
towards fees for outplacement services as part of a negotiated
settlement, or may make a payment in relation to claims the
Executive Director may have. There is no provision for additional
compensation on termination following a change of control.
Payment may also be made in respect of accrued benefits,
including untaken holiday.
The contracts of the Executive Directors and the appointment letters
of the Non-executive Directors will be available for inspection at the
2026 AGM and at the Company’s registered office during business
hours from the date of the Notice convening the meeting.
Incentive awards – treatment on cessation
Remuneration element Treatment on exit
Salary, benefits
and pension
Salary, benefits and pension will be paid over the notice period. The Company has discretion to make a lump sum
payment on termination equal to the salary, value of contractual benefits and value of Company pension
contributions payable during the notice period. In all cases the Company will seek to mitigate any payments due.
Annual Bonus Plan
Good leaver reason (reasons outlined below) – normally pro-rated to time and performance for year of cessation,
and payable at the year end. Deferred shares delivered in full at normal vesting date.
Other reason – no bonus payable for year of cessation and unless they are already owned by the Director,
deferred shares normally lapse.
LTIP
Good leaver reason – normally pro-rated to time and performance in respect of each subsisting LTIP award,
with awards vesting at the original date. The Company will have the discretion to allow awards to vest early
in exceptional circumstances.
Other reason – lapse of any unvested LTIP awards. Vested LTIP awards will be retained by Executive Directors.
The Committee has the following elements of discretion:
• to treat a leaver as a “good leaver”. It is the Committee’s intention to only use this discretion in circumstances
where there is an appropriate business case to do so;
• whether to measure performance over the original performance period or at the date of cessation; and
• the Committee’s policy is generally to pro-rate awards from the date of grant to the date of cessation.
The Committee has the discretion to adopt a different approach to pro-rating and the timing of vesting
where it is felt appropriate and there is an appropriate business case to do so.
A good leaver reason may include cessation in the following circumstances:
• death;
• ill health;
• injury or disability; or
• at the discretion of the Committee.
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Directors’ remuneration report continued
Part 1: Summary of the Directors’ Remuneration Policy (the “Policy”) continued
Service agreements and letters of appointment continued
Incentive awards – treatment on a change in control
The Committee’s normal policy on the vesting of incentives on a change of control is summarised below:
Name of incentive plan Change of control Discretion
Annual Bonus
Plan
Pro-rated to time and performance to the date of the change of control and paid at
that time. Deferred shares released at the change of control.
The Committee has discretion to continue the operation of the plan to the end of the
bonus year (subject to the agreement of the acquiring company).
LTIP
The number of shares subject to subsisting LTIP awards vesting on a change of
control will be pro-rated to time and performance.
The Committee retains absolute discretion regarding the proportion vesting, taking
into account time and performance.
There is a presumption that the Committee will pro-rate for time, although it may
adopt a different approach if it considers appropriate.
Non-executive Directors
The Non-executive Directors each have specific letters of
appointment. Non-executive Directors are appointed for an initial
term of three years and, under normal circumstances, would be
expected to serve for additional three-year terms, up to a
maximum of nine years, subject to satisfactory performance,
which is reviewed annually by the Nomination Committee.
The Board shall have discretion to extend a term beyond nine years
in order to retain specialist skills and experience. The Company
requires that all Directors are re-elected by shareholders at each
AGM.
Non-executive Directors do not have any entitlement to payment
upon a loss of office over and above payment for any notice
period and any fees or expenses due to them but unpaid at the
time of termination.
There is no provision for the recovery of sums paid to a
Non-executive Director or the withholding of the payment
of any sum due to a Non-executive Director.
External appointments
The Board recognises the benefit which the Company can obtain
if Executive Directors serve as Non-executive Directors of other
companies. Subject to review in each case, the Board’s general
policy is that an Executive Director can accept one non-executive
directorship of another listed company (but not the chairmanship)
and can retain the fees in respect of such appointment. Such
appointments require Board approval and the time commitment the
appointment will require is taken into consideration.
Statement of employment conditions elsewhere
in the Company
The Committee considers pay and employment conditions across
the Company when reviewing the remuneration of the Executive
Directors and other senior employees. In particular, the Committee
considers the range of base pay increases across the Group as well
as wider workforce remuneration and related policies. The Policy
for the Executive Directors has been designed with regard to the
policy for the workforce as a whole. The Committee is kept
updated through the year on general employment conditions and it
approves the budget for annual salary increases.
Consideration of stakeholders’ views
The Company is committed to engagement with shareholders
and will seek major shareholders’ views in advance of making
significant changes to its Policy and how it is implemented.
The Chair of the Committee will attend the Annual General as
usual to hear the views of shareholders and to answer any
questions in relation to remuneration.
Having regard to Provision 41 of the Code, in the course of her
meetings as designated workforce Non-executive Director, Laure
Duhot engaged in the year with employees on alignment of
executive remuneration with wider Company pay policy. We remain
confident that Executive remuneration is aligned with the wider
Company pay policy, and – having regard also to engagement in
year and previously; the Company’s small number of staff; low level
of staff turnover; and continuity of approach as regards Executive
pay – that the workforce continues to be appropriately appraised
on these matters. The Company will take steps to ensure this
continues to be the case in the context of the enlarged group.
Strategic report Governance Financial statements Shareholder information
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Directors’ remuneration report continued
Part 2: Annual Report on Remuneration
On the following pages we set out the Annual Report on Remuneration for the year ended 31 December 2025 which provides details of how the Policy was applied during the year and the remuneration received
by each of the Directors. It also sets out how we intend to operate the Policy for 2026.
This part of the report has been prepared in accordance with the Companies Act, various company regulations, and relevant sections of the Listing Rules. The Annual Report on Remuneration will be put to an
advisory shareholder vote at the 2026 AGM.
Implementation of the Policy for 2026
How the Policy will operate in 2026 is set out below:
Summary of Policy Implementation in the year to 31 December 2026
Base salary
An Executive Director’s base salary is set on appointment and reviewed
annually with changes normally taking effect from the beginning of the
year or when there is a change in position or responsibility.
The salaries of the CEO and the CFO were increased by 19% to £643k and by 13% to £450k respectively, having regard to their
increased responsibilities in the context of the enlarged Group, with effect from 1 January 2026.
Pension
Pension funding as an employer contribution to a defined contribution
pension plan or as a salary supplement. Any pension payments are not
to be considered “salary” when determining the extent of participation
in the Company’s incentive arrangements.
An employer pension contribution or cash allowance of 6% of pensionable salary, in line with all other employees of the Group,
will be provided for the CEO and CFO.
Benefits
The Committee recognises the need to maintain suitable flexibility
in the benefits provided to ensure it is able to support the objective
of attracting and retaining personnel in order to deliver the
Group strategy.
In line with the Policy, the CEO and CFO receive life insurance and, in addition, in line with the rest of the workforce, they receive
private health cover, income protection cover and critical illness cover.
Annual bonus
Annual bonuses are paid in cash shortly after the end of the financial
year to which they relate. However, Executive Directors who
participate in the Annual Bonus Plan are required to defer 30% of the
bonus net of tax into shares which should be held for at least three
years. Dividend equivalents will be added on deferred shares.
The maximum opportunity under the bonus plan is 150% of salary for the CEO and CFO.
The bonus will operate as follows:
(i) Financial measures: 70% of opportunity, split equally between (a) EPRA earnings as adjusted by the Committee to ensure
consistency with the basis on which the targets are set; and (b) total property return.
(ii) Strategy and personal measures: 30% of opportunity split between key goals of the business for the year ahead that will be
cascaded through the Company.
These will focus on delivering the synergy outcomes from the Assura transaction and deleveraging the balance sheet. Full disclosure
of the targets set and performance achieved will be made in next year’s report as, due to the nature of the business, these targets
are felt to be commercially sensitive at the current time.
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Directors’ remuneration report continued
Summary of Policy Implementation in the year to 31 December 2026
Long Term Incentive Plan
Awards are to be granted annually under the LTIP in the form of nil-cost
options or conditional awards of shares. These awards will vest at the
end of a three-year period, normally subject to continued employment
at the date of vesting and achieving the performance conditions.
Dividend equivalents will be added to awards to the extent that they vest.
The net of tax number of shares that vest after the end of the
three-year performance period will be subject to an additional
two-year holding period, during which the shares cannot be sold
(irrespective of whether the individual remains employed).
The CEO and CFO will be granted an LTIP award of shares with a value at grant of 200% and 175% of their salaries respectively.
Following consultation, the Committee increased the LTIP award for the CEO and CFO to 200% and 175% of salary from 160% and
150% of salary respectively. The increases reflect the increased size and complexity of the business following the combination with
Assura. This brings the CEO’s award level up to the median against the market whilst the CFO’s level remains at or below the lower
quartile. The Committee sets challenging targets for LTIP awards as is evidenced by the recent levels of vesting. The targets for TAR
have been increased compared to the 2025 awards and a wider range set for EPS, reflecting market uncertainties. Other senior
executives will also be granted LTIP awards. The structure and performance conditions of the awards will include an environmental
metric with a weighting of 15%. This metric will be a calculation of the percentage of the property portfolio at 31 December 2028
that has at least a B EPC rating. The EPC targets that have been set are based on the total portfolio at 31 December 2025 which is
still subject to checks as part of the integration process and may therefore change. LTIP awards will vest by calculating the growth
from the 2025 base level to the level for 2028.
Performance measure Weighting Threshold vesting (25%) Stretch vesting (100%)
Total Accounting Return 42.5% 5% pa CAGR 9% pa CAGR
EPRA earnings per share 42.5% 2.5% pa CAGR 8% pa CAGR
% of portfolio with at least a B rating 15% 65% 67%
Awards vest on a progressive basis for performance between the threshold (25% vesting except for EPRA earnings per share where
it is 0% and 25% vesting for between 2.5% and 3% CAGR) and stretch targets and lapse if the threshold is not achieved. The
Committee will have a discretion to change the formulaic outcome of (both downwards and upwards) if it is out of line with the
underlying performance of the Company.
Shareholding requirement
Executive Directors are required to build up and hold a shareholding
equivalent to a percentage of base salary.
The requirements continue for two years after an Executive Director
ceases to be employed.
The shareholding requirement is 200% of base salary.
Non-executive Directors
To provide a competitive fee for the performance of NED duties,
sufficient to attract high calibre individuals to the role.
The fees payable to the NEDs have been increased with effect from 1 January 2026 by 4% to the following levels:
Base fee £70,000, SID fee £12,000, Committee Chair fee £12,000 and employee engagement fee £3,000. The Chair’s fee has also
been increased with effect from 1 January 2026 to £320,000. All of these changes reflect increased time commitment and
responsibility in the context of the enlarged group.
Part 2: Annual Report on Remuneration continued
Implementation of the Policy for 2026 continued
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Part 2: Annual Report on Remuneration continued
Implementation of the Policy for 2026 continued
Directors’ remuneration report continued
The performance of the Company during the year would not have been possible without a skilled and motivated workforce. We recognise that it is critical for our colleagues to feel valued as well as to be paid fairly.
To this end we undertook a formal review of pay and benefits across the Company at the end of the year pursuant to which we have increased basic salary across the workforce and continue to keep our overall
benefits package under review so our colleagues feel valued. Our CEO pay ratio can be seen on page 104. Widespread share ownership is an objective of the Committee as it rewards our colleagues for the
successful execution of our strategy across several years and aligns their interests more closely with our shareholders.
Executive Directors
Single total figure of remuneration (audited information)
The following tables detail all elements of remuneration receivable by the Executive Directors in respect of the year ended 31 December 2025 and show the comparative figures for the year ended 31 December 2024
in a separate table below. Amounts for 2024 represent remuneration earned during the period in their roles as Executive Directors, being amounts paid to Harry Hyman as CEO up to 24 April 2024 and
Mark Davies as CEO from the same date:
Name
Salary
2025
£000
Benefits
2
2025
£000
Pension
3
2025
£000
Total
fixed
2025
£000
Annual
bonus
1
2025
£000
LTIP
4
2025
£000
SAYE
5
2025
£000
Total
variable
2025
£000
Total
2025
£000
Mark Davies 541 2 32 575 812 — — 812 1,387
Richard Howell 399 2 24 425 599 88 — 687 1,112
1 The CEO earned an annual bonus of £811,500; the CFO earned an annual bonus of £598,500. The annual bonus is set by the Committee and is discretionary, of which 30% (net of tax) is deferred into Ordinary Shares which have to be held for three years
and are subject to malus and clawback.
2 The CEO and CFO both receive life cover, private health cover, income protection cover and critical illness cover in line with the remainder of the workforce.
3 The CEO and the CFO receive a pension allowance of 6% of their full salary, the same employer contribution as other members of the PHP pension plan.
4 The long term incentive value for 2025 reflects the outturn for the 2023 LTIP scheme that vests in March 2026 at 18.125%. The vesting share price has been estimated at 97.7 pence, based on the three-month average share price ended 31 December 2025. A
total of 414,874 shares were awarded to the CFO and dividend equivalents accrued. None of the 2023 LTIP scheme was attributable to share price appreciation.
5 The CEO was granted an option to acquire 25,383 Ordinary Shares in the Company at a price of 73.08 pence per share under the PHP 2024 Sharesave plan. Similarly the CFO was granted an option to acquire 22,233 Ordinary Shares in the Company
at a price of 80.96 pence per share under the PHP 2023 Sharesave plan.
Name
Salary
2024
£000
Benefits
2
2024
£000
Pension
3
2024
£000
Total
fixed
2024
£000
Annual
bonus
1
2024
£000
LTIP
4
2024
£000
SAYE
2024
£000
Total
variable
2024
£000
Total
2024
£000
Mark Davies 416 1 22 439 322 — — 322 761
Harry Hyman 142 2 — 143 133 — — 133 276
Richard Howell
387 2 23 412 348 182 — 530 942
1 The CFO earned an annual bonus of £347,720: Mark Davies as the CEO earned an annual bonus of £322,337 with Harry Hyman earning £132,955 as the former CEO, both pro-rated for the period of employment from/to the AGM in 2024.
The annual bonus is set by the Committee and is discretionary, of which 30% (net of tax) was deferred into Ordinary Shares which have to be held for three years and are subject to malus and clawback.
2 The CEO and CFO both received life cover, private health cover, income protection cover and critical illness cover in line with the remainder of the workforce.
3 Mark Davies as the CEO and the CFO received a pension allowance of 6% of his full salary, the same employer contribution as other members of the PHP pension plan. Harry Hyman, as former CEO, did not receive a pension.
4 The long term incentive value for 2024 reflects the outturn for the 2022 LTIP scheme that vested in September 2025 at 50%. The vested share price was 89.25 pence per share. A total of 190,383 shares were awarded to the CFO and dividend equivalents
accrued. None of the 2022 LTIP scheme was attributable to share price appreciation.
5 Mark Davies’ salary includes £56,535 he received under a consultancy agreement for the 3 month period before, and in anticipation of him becoming CEO.
6 Harry Hyman stepped down as CEO in April 2024.
Primary Health Properties PLC Annual Report 2025
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Directors’ remuneration report continued
Part 2: Annual Report on Remuneration continued
2025 annual bonus outcome
The bonus scheme for the CEO and CFO in 2025 was based on a mixture of financial targets and
personal targets. The maximum potential bonus awards were 150% of salary. The table below includes
details of the specific targets and the extent that they were met.
Metric Weight Threshold (25%) Maximum (100%) Outcome Bonus achieved
Financial targets
Adjusted earnings 35% £92.9m £94.9m £131m 100%
Total property return 35% 3.5% 6.0% 6.9% 100%
Personal targets
Individual targets 30% See below See below See below 100%
In total, the bonus payable to the CEO in light of his performance against both the financial targets
and personal objectives was equivalent to 100% of the maximum payable. This resulted in a bonus
award of £811,500 of which, in line with the Policy, £129,029 representing 30% of the award, after tax,
will be deferred into shares to be held for three years. The deferred shares are not subject to any
further conditions.
Personal objectives (30% of total bonus)
The personal objectives were set based on Mark Davies’ individual areas of responsibility and the
main objectives set out below:
Objective Achievement Committee assessment
Effective development and
communication of the
Company’s strategy and vision
to stakeholders, including
NHSPS and ICB senior contacts
The CEO led an active stakeholder
introduction and engagement
programme with the Company’s key
stakeholders including investors,
employees and NHS bodies. In particular,
the successful capital markets day and
communication during the Assura
transaction and subsequently.
The Committee assessed the CEO’s
performance, including feedback
received from investors during
consultations and from the Board’s
engagement activities with employees.
100%
Hold an effective Strategy Day The CEO led the Company’s annual
Strategy Day bringing together the Board
and senior management to discuss the
Group’s future development with high
quality external speakers attending to
prompt reflection and discussion.
Having participated directly in the
Strategy Day and received feedback
from other participants, the
Committee determined that the
objective had been fully met.
100%
Objective Achievement Committee assessment
Provide effective leadership to
the Company underpinned by
the Company’s values,
including further development
of its culture
The CEO provided effective leadership to
the Company translating into continued
strong performance against a challenging
economic backdrop affecting the
Company’s sector.
The Committee assessed the CEO’s
leadership through the Company’s
performance, the cohesiveness of
the management team and feedback
obtained through the Board’s
employee engagement activities.
100%
Develop the talent in the team
evidenced in succession plans/
promotion readiness, and the
Company’s diversity agenda
The CEO has worked closely with the
team and with the Head of People from
Assura following the acquisition. He has
been very closely involved in the
development, promotion and implementation
of succession plans for the senior team as
a result of the transaction.
The Committee has high visibility
of the CEO’s actions against this
objective. The CEO also demonstrated
a proactive approach to implementing
the Company’s diversity agenda.
100%
Invest time to maintain
a strong relationship with the
Chair and rest of the Board
including new NED
The CEO has spent significant amounts of
time working with the Chair and the wider
Board on the acquisition. He has taken
time to maintain the strong relationship
with the Chair and the rest of the Board.
The Committee determined that the
objective had been fully met.
100%
Expand the share register in
South Africa and take the PHP
story to social impact investors
with a target over time of 10%
of the total share register
During the year the CEO undertook
investor roadshows in South Africa
meeting potential and existing investors
to help develop the register there.
The Committee determined that the
objective had been met with time
spent developing the relationships
in SA.
100%
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Primary Health Properties PLC Annual Report 2025
98
Directors’ remuneration report continued
Part 2: Annual Report on Remuneration continued
2025 annual bonus outcome continued
The personal objectives of Richard Howell as CFO were set based on Richard’s areas of responsibility
and the main objectives were as follows:
Personal objectives (30% of total bonus) continued
Objective Achievement Committee assessment
Work with Mark Davies
to deliver the Group’s
strategy including
opportunities for scale
and consolidation.
Through personal
leadership, working closely
with Mark Davies, develop
strong teams working
collaboratively across the
organisation to achieve
PHP’s goals.
During the year the CFO and his team played a key role
in the Assura acquisition. The CFO continued to
support the investment teams and provided significant
levels of input and assistance including with respect to
developing proposals for potential JV opportunities.
The Committee assessed that
the performance of the CFO
had been very strong in this
area particularly in the context
of the Assura acquisition.
100%
Optimise the funding
structure to support the
real estate strategy,
including developing
green funding sources
Maintain appropriate LTV,
cost of finance and debt
maturity metrics
Consider options and
make first steps towards
moving to the Group’s
debt structure to an
unsecured basis at the
appropriate time.
The CFO’s team continued to support and provide
advice to investment, asset management, rent review
and Axis teams during the year in what has been a very
difficult market.
Significant refinancings completed in the year
addressing all refinancing risk in the next two years,
together with detailed planning to optimise debt
structure moving forward.
The Committee noted the
positive leadership of the CFO
in optimising the funding for
the Group for the transaction
including debt funding and
hedging.
100%
Keep costs below budget
and EPRA cost ratio to
be amongst the lowest
in the sector
EPRA cost ratio kept at 9.8% (2024: 10.1%) and the second
lowest in UK REIT sector.
The Committee assessed that
the performance of the CFO had
been strong in this area.
100%
Objective Achievement Committee assessment
Deliver opportunities
for sustainable and
progressive earnings
growth by focusing on
portfolio, including
adjacencies, and
income quality
Key analysis and working closely with the finance and
property teams, with the CEO and developing
opportunities and delivering these in the year and into
2026.
The Committee assessed that
the performance of the CFO
had been strong in this area.
100%
Deliver improved risk
management and continue
to develop and improve
control environment with
Axis PHP.
Focus on team awareness of risk management, both in the
finance function and more widely in the business. Further
systems and processes developed to assist with the Axis
PHP business and more widely.
The Committee assessed that
the performance of the CFO
had been strong in this area.
100%
Continue to lead and
develop ESG framework
and deliver targets as set
out in the Responsible
Business report in the
2022 Annual Report.
Including qualitative
assessment on progress
being made towards NZC
Framework and medium to
long-term targets.
There was continued progress towards the Company’s
NZC and ESG targets overall, in line with plans.
The Committee assessed that
the performance of the CFO had
been strong in this area.
100%
Continue to develop and
improve the Group’s IT
infrastructure including
controls, cyber risks and
opportunities arising from
AI. Improve employee
feedback, efficiency
and usage of IT.
Further development of the Group’s IT infrastructure
has been key in the year with the combination of IT
systems with Assura and development of the best use
of systems across the business. Further development
and ongoing initiatives for adopting AI whilst being
mindful of risks and to also maintain strong cyber
resilience.
The Committee assessed that
the performance of the CFO
had been strong in this area.
100%
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99
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Directors’ remuneration report continued
Part 2: Annual Report on Remuneration continued
2025 annual bonus outcome continued
The Committee assessed Richard’s performance against his personal targets after the year end and
agreed that a bonus of 100% was payable in respect of this aspect of the Annual Bonus Plan, in light of
his performance against these objectives. In reaching this conclusion the Committee determined that
Richard had performed strongly during the year and had succeeded in meeting the majority of the
targets set for him.
In total, the bonus payable to the CFO in light of his performance against both the financial targets
and personal objectives was equivalent to 100% of the maximum payable. This resulted in a bonus
award of £598,500 of which, in line with the Policy, £95,162 representing 30% of the award, after
tax, will be deferred into shares to be held for three years. The deferred shares are not subject to
any further conditions.
In light of the financial performance of the Company in the year including the refinancing and issue of
equity and debt and the appropriate hedging strategy being implemented in a challenging economic
environment, the Committee is satisfied that the bonus pay-out is appropriate. Specifically, the
Committee took account of the following factors:
• The Company achieved a strong set of financial results with substantial year-on-year growth in EPRA
earnings and in EPRA earnings per share despite a challenging environment for the property sector.
• The Company paid £117 million in dividends for 2025 to shareholders. The full year dividend for
the year ended 31 December 2025, which was over 100% covered, increased by 3% from 6.9 pence
to 7.1 pence.
• The Company maintained a strong control over costs, and effect 60% of the identified synergies
by the year end which has increased to 83% at the time of reporting.
• The Company delivered a transformational strategic transaction which has the potential to deliver
substantial returns for shareholders in the medium and long term.
On this basis, the Committee felt comfortable that the formulaic bonus outcome reflected the
individual Executive Director and Company performance and, as a result, the Committee determined
that no overriding discretion will be applied to the bonus outcome. Accordingly, the Committee is
comfortable that an overall bonus pay-out of 100% of maximum is appropriate.
LTIP vesting in 2026
The 2023 LTIP awards will vest in March 2026, subject to Total Accounting Return and EPRA earnings
per share targets.
Richard Howell was granted a nil-cost option over 414,874 Ordinary Shares in PHP (the “Award”) which
was subject to the following performance targets over a three-year period to 31 December 2025:
Performance measure Weighting Threshold vesting (25%) Stretch vesting (100%)
Total Accounting Return 50% 4% per annum CAGR 8% per annum CAGR
EPRA earnings per share 50% 3% per annum CAGR 8% per annum CAGR
The Award vests on a straight line basis for performance between the applicable threshold and stretch
targets.
Performance achieved and the level of vesting of the Award are as follows:
Performance measure Performance achieved Level of vesting
Total Accounting Return 4.6% per annum CAGR 18.125% of the total award
EPRA earnings per share 1.7% per annum CAGR 0% of the total award
Total 18.125% of the award
The Total Accounting Return and earnings per share outcomes were adjusted to reflect the exceptional
impacts of the acquisition of Assura, which had not been factored into the targets set in 2023. Similar
adjustments will be made to the 2024 and 2025 LTIP awards.
The Committee is comfortable that the current Policy operated as intended and that the overall 2025
remuneration paid to Executive Directors was appropriate.
Share scheme interests awarded during the year
Mark Davies and Richard Howell participated in the LTIP during the year.
Mark Davies was granted a nil-cost option over 969,643 Ordinary Shares in PHP. In line with the Policy
the Award has a face value of 160% of salary (calculated on the basis of a share price of £0.8927, being
the average of the closing middle market quotations on 17, 18 and 19 September 2025) and will vest
after three years subject to achievement of performance targets (Total Accounting Return 42.5%, EPRA
earnings per share 42.5% and percentage of properties EPC rated A or B 15%).
Richard Howell was granted a nil-cost option over 670,438 shares Ordinary Shares in PHP (the “Award”).
In line with the Policy the Award has with a face value of 150% of salary and the same performance
targets.
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Primary Health Properties PLC Annual Report 2025
100
Directors’ remuneration report continued
Part 2: Annual Report on Remuneration continued
Share scheme interests awarded during the year continued
The Award is subject to the following performance targets over a three-year period to 31 December 2027:
Performance measure Weighting Threshold vesting (25%) Stretch vesting (100%)
Total Accounting Return 42.5% 4% per annum CAGR 8% per annum CAGR
EPRA earnings per share 42.5% 3% per annum CAGR 8% per annum CAGR
Percentage of properties
EPC rated A or B 15% 48% of portfolio 52% of portfolio
The Award vests on a straight line basis for performance between the applicable threshold and stretch
targets and lapses to the extent the applicable threshold is not achieved. Any fractional result shall be
rounded to the nearest whole number of shares.
The rationale for selecting EPRA EPS and Total Accounting Return (“TAR”) (EPRA NTA per share growth
plus dividends) is that these are also key indicators of value creation for shareholders out of which the
dividends are paid, and the share values are driven. TAR reflects the impact of gearing as experienced
by shareholders. Targets are absolute, rather than relative because there is not felt to be a suitably
large list of peer companies against which to make comparison. The inclusion of total shareholder
return was considered by the Committee, but potential volatility that is outside of management control
and a very small peer group made the use of absolute and relative targets difficult to justify. The
Committee will review this for future awards.
The Committee will determine whether, and the extent to which, the performance targets have been
met, in accordance with the rules of the plan.
Mark Davies and Richard Howell also participate in the PHP Sharesave plan. Mark Davies entered into a
savings contract to save £500 per month (the maximum sum permitted under the plan rules) and holds
options granted in 2024 to acquire 25,383 Ordinary Shares of 12.5 pence at a price of 73.08 pence per
share. Richard Howell entered into a savings contract to save £500 per month (the maximum sum
permitted under the plan rules) and hold options granted in 2023 to acquire 22,233 Ordinary Shares of
12.5 pence at a price of 80.96 pence per share.
The Company may fund its share incentives through a combination of new issue and/or market purchase
shares. The Company monitors the level of share grants and the impact of these on the continuing
requirements for shares. In accordance with guidelines set out by the Investment Association at the
time of adopting the share plans, the Company can issue a maximum of 10% of its issued share capital
in a rolling ten-year period to employees under all its share plans, with an inner limit of 5% applying to
discretionary plans.
Non-executive
Fees Taxable benefits Total
Name
2025
£000
2024
£000
2025
£000
2024
£000
2025
£000
2024
£000
Harry Hyman (Chair)
1
282 133 — — 282 133
Ian Krieger (Senior
Independent Director) 107 88 — — 107 88
Ivonne Cantú 95 77 — — 95 77
Jonathan Davies* 6 — — 6 —
Laure Duhot 95 77 — — 95 77
Bina Rawal 84 55 — — 84 55
1 Harry Hyman was appointed Chair of the Board at the 2024 AGM and his remuneration figure represents Directors’
fees from 24 April 2024. the fees above reflect an additional fee in the year of £80,000 for the Chair reflecting the
exceptional time commitment for the Assura transaction. The Non-Executive Directors fees, except for Jonathan Davies,
received an additional fee for the year, paid in February 2026, of £16,000 reflecting their additional time commitment for
the Assura transaction.
* Appointed 1 December 2025.
The Committee agreed to increase the fee paid to the Chair to £320,000 effect from 1 January 2026 at
its meeting in December 2025 and the Board agreed to increase the fees payable to the remaining
Non-executive Directors for 2026 by 4%. These increases reflect the increased time commitment and
responsibility of the business following the combination with Assura. In relation to the additional fees
paid in the year, these reflected the significant additional Board and Committee meetings held in the
year to consider the Assura transaction and its progress and implications for the business. Ms Duhot’s
fees for 2026 were reduced to reflect that the ESG Committee is now an Executive Committee and
Ms Duhot no longer Chair’s the Committee.
Executive Directors: contracts
Name
Date of
appointment
Date of service
agreement or letter
of appointment
Mark Davies 24 April 2024 24 April 2024
Richard Howell 1 April 2017 1 April 2017
Mr Davies entered into a contract of employment with the Company which commenced on 24 April 2024
and Mr Howell entered into a revised contract of employment with the Company on 15 April 2021 to
reflect the terms of the Policy. Mr Davies’ contract is a rolling contract that can be terminated by either
party on giving twelve months’ notice. Mr Howell’s contract is a rolling contract that can be terminated
by either party on giving six months’ notice.
Primary Health Properties PLC Annual Report 2025
101
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Directors’ remuneration report continued
Part 2: Annual Report on Remuneration continued
Non-executive Directors: contracts
Name
Date of
appointment
Date of service
agreement or letter
of appointment
Length of
appointment
Years
1
Harry Hyman 24 April 2024 24 April 2024 2
Ivonne Cantú 1 January 2022 14 December 2021 4
Laure Duhot 14 March 2019 14 March 2019 7
Ian Krieger 15 February 2018 15 February 2018 8
Bina Rawal 27 February 2024 27 February 2024 2
Jonathan Davies 1 December 2025 1 December 2025 0
1 Subject to annual election or re-election at the Company’s AGM in accordance with the Code.
The Non-executive Directors each have specific letters of appointment, rather than service contracts.
Non-executive Directors are appointed for an initial term of three years and, under normal circumstances,
would be expected to serve for additional three-year terms, up to a maximum of nine years, subject to
satisfactory performance, which is reviewed annually by the Nomination Committee. The Board shall
have discretion to extend a term beyond nine years in order to retain specialist skills and experience
which are hard to replace and provided always that the individual is considered to remain independent.
The appointment of the Chair and any Non-executive Directors may be terminated immediately if
they are not re-appointed by shareholders or if they are removed by the Board under the Company’s
Articles of Association or if they resign and do not offer themselves for re-election. In addition,
appointments may be terminated by either the individual or the Company giving three months’
written notice of termination.
In accordance with the Code, the Company requires that all Directors are elected or re-elected at each
Annual General Meeting.
The Company’s performance
The following graph compares the total shareholder return of the Company’s Ordinary Shares
relative to a return on a hypothetical holding over the same period in the FTSE All-Share Real Estate
Investment Trust Index. This index has been chosen by the Board as the Company is a constituent
member of that index. Total shareholder return is the measure of returns provided by a company
to shareholders reflecting share price movements and assuming reinvestment of dividends.
For the year ended 31 December 2025, the highest and lowest closing mid-market prices
of the Company’s Ordinary Shares were 103.2 pence and 91.5 pence respectively.
Total shareholder return performance %
CEO pay
This table shows how pay for the role of the CEO has changed in the last five years. This table will be
expanded over future periods until a ten-year history has been provided. Prior to 2020 the Group was
externally managed. Amounts for 2024 represent remuneration earned during the period in their roles
as Executive Directors, being amounts paid to Harry Hyman as CEO up to 24 April 2024 and Mark Davies
as CEO from the same date.
Year
2025
£000
2024
£000
2024
£000
2023
£000
2022
£000
2021
£000
2020
£000
Incumbent Mark
Davies
Mark
Davies
Harry
Hyman
Harry
Hyman
Harry
Hyman
Harry
Hyman
Harry
Hyman
Single figure of
remuneration 1,387 761 276 854 263 836 574
% of max bonus earned* 100% 60% 63% 71% n/a n/a n/a
% of max LTIP awards
vesting* n/a n/a n/a n/a n/a n/a n/a
* Mr Hyman did not participate in the LTIP scheme in any period, nor the Annual Bonus Plan in 2021 and 2022. He received
£nil, £nil, £589k and £524k in 2023, 2022, 2021 and 2020 under the PIF.
250
200
150
100
50
0
31/12/2015 31/12/2016 31/12/2017 31/12/2018 31/12/2019 31/12/2020 31/12/2021 31/12/2022 31/12/2023 31/12/2024 31/12/2025
PHP FTSE UK REIT
Strategic report Governance Financial statements Shareholder information
Primary Health Properties PLC Annual Report 2025
102
Part 2: Annual Report on Remuneration
continued
Remuneration adviser
The Remuneration Committee’s adviser is Korn Ferry (who were
appointed by the Committee). Korn Ferry provides advice on
Directors’ remuneration and governance and has no other
connection with the Company. Korn Ferry is a signatory to the
voluntary code of conduct of the Remuneration Consultants Group
in relation to executive remuneration consulting. The Committee is
satisfied that its advice is independent and objective and as a
result was scored highly in these matters in the Remuneration
Committee performance review. The fees paid for its services,
calculated on a time and materials basis during the calendar year,
were £65,940.
Relative importance of spend on pay
The following table shows the total remuneration paid to Directors
and total management fees paid compared to the dividends paid to
shareholders:
2025
£000
2024
£000 Difference
Directors’ remuneration 3,167 2,265 40%
Pay overall (including
Executive Directors) 10,407 7,7 10 35%
Dividends 116,630 92,125 3%
Note: The items listed in the table are as required by the Large and Medium-sized
Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013
Section 20. The figures for this measure are as shown in Note 4 to the
financial statements.
Directors’ remuneration report continued
Statement of Directors’ shareholding and share interests (audited)
The interests of each person who served as a Director at any time during the financial year in the share capital of the Company (all of which
are beneficial unless otherwise stated) and any interests of a person connected with such persons (within the meaning of Section 96B(2) of
the Financial Services and Markets Act 2000) are shown below. There have been no changes to their interests from 31 December 2025 to
the date of this report.
Director
Number of
shares
owned
beneficially
Number of
shares owned
by connected
persons % of salary held
Total interest
subject to
conditions (LTIP
nil-cost awards)
Total interests
subject to
continued service
condition only
Outstanding
Sharesave
options
Total interests
as at
31 December
2025
Harry Hyman 12,224,317 12,381,736 n/a n/a n/a n/a 24,606,053
Mark Davies 403,691 — 75% 1,856,467 n/a 25,383 2,285,541
Richard Howell 203,563 543,435 187% 1,625,091 — 22,233 2,394,322
Ian Krieger 465,820 111,853 n/a n/a n/a n/a 57 7,673
Laure Duhot 20,868 23,169 n/a n/a n/a n/a 44,037
Ivonne Cantú 76,945 — n/a n/a n/a n/a 76,945
Bina Rawal 38,549 — n/a n/a n/a n/a 38,549
Jonathan Davies 82,463 — n/a n/a n/a n/a 82,463
Shareholding guidelines
In accordance with the Policy, in order to ensure that the Executive Directors’ interests are aligned with those of shareholders, the shareholding
guideline (as a percentage of salary) for the Executive Directors is 200%. In addition, the Executive Directors are required to retain shares
equal to the level of this guideline (or if they have not reached the guideline, the shares that count at that point in time) for the two years
following their departure.
The guideline shareholdings for the year ended 31 December 2025 are shown below:
Executive Director Requirement
Guideline
holding
Qualifying
holding
% of salary
held
Mark Davies 200% 1,105,209 403,691 75%
Richard Howell 200% 815,117 746,998 187%
Accordingly the shareholding guidelines were not met in the year. The shareholding definition includes shares beneficially owned
by the Executive Directors and their connected persons. Shares subject to conditions (including LTIPs and sharesave) are not included.
The 31 December 2025 closing share price has been used to determine the guideline holdings.
The shareholding guidelines continue to apply for two years post cessation of employment.
Primary Health Properties PLC Annual Report 2025
103
Strategic report Governance Financial statements Shareholder information
Directors’ remuneration report continued
Part 2: Annual Report on Remuneration continued
CEO pay ratio
Although PHP (including following the Assura combination) does not have more than 250 employees,
and is thus not formally required to publish the ratio of the CEO’s pay to the wider UK workforce,
we have decided to include this figure as good practice.
Our CEO to colleague pay ratio is set out in the table below. For comparative purposes, the analysis
below represents actual amounts paid to Mark Davies in his role as CEO during the year and have been
aggregated including salary, pension and bonuses:
Financial year Method used
25th percentile
pay ratio
50th percentile
pay ratio
75th percentile
pay ratio
2025 Option A 17.9:1 10.9:1 4.1:1
2024 Option A 15.7:1 9.5:1 6.0:1
2023 Option A 11.5:1 6.8:1 4.4:1
2022 Option A 3.8:1 2.2:1 1.4:1
The Company has chosen to use Option A as the method for calculating the CEO pay ratio. This method
had been selected because PHP has a small number of employees, and this method is considered to be
the most up to date and statistically accurate method of calculation. It is also recommended by the UK
government and the Investment Association. The CEO pay ratio increased from 2024 to 2025 as a result
of the CEO base pay increasing in the period by 3%, the same as the average increase for our workforce.
Additionally for the 2025 period, the CEO’s bonus was 100% of his annualised base pay, compared to
20% for the wider workforce. The Company believes that the median pay ratio is consistent with the pay,
reward and progression policies for the Company’s UK employees taken as a whole.
2025
CEO
£
25th
£
50th
£
75th
£
Basic salary 541,000 57,6 00 76,915 113,300
Benefits 1,986 3,730 8,128 10,173
Pension 32,460 3,480 4,635 7,829
Annual Bonus Plan 811,500 12,500 37,50 0 208,250
Total pay 1,386,946 7 7,3 10 127,178 339,552
CEO pay for 2025 has been calculated for the period 1 January 2025 to 31 December 2025 based
on the single figure remuneration.
The calculation for the pay of employees at the different levels has been calculated as at 31 December 2025.
Where relevant, full-time equivalent pay was calculated by applying a proportionate increase to the pay
and benefits of any part-time employees.
For the purpose of the calculations, the following elements of pay were included in the total pay figure
for the employee at each quartile in the year to 31 December 2025:
• annual basic salary;
• bonus earned in the year;
• employer pension contributions;
• Sharesave; and
• life cover.
Strategic report Governance Financial statements Shareholder information
Primary Health Properties PLC Annual Report 2025
104
Directors’ remuneration report continued
Part 2: Annual Report on Remuneration continued
Percentage change in remuneration of the Board of Directors
The table below shows the percentage change in remuneration of the Executive and Non-executive Directors against PHP employees as a whole.
% change 2024 to 2025 % change 2023 to 2024 % change 2022 to 2023 % change 2021 to 2022 % change 2020 to 2021
Base
salary/
fees Benefits Bonus
Base
salary/
fees Benefits Bonus
Base
salary/
fees Benefits Bonus
Base
salary/
fees Benefits Bonus
Base
salary/
fees Benefits Bonus
Harry Hyman
1,2
3 — — (33) (63) (70) 57 175 0 6 0 (100) 400 0 12
Mark Davies
3
3 7 152 n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Richard Howell
3
3 3 72 8 8 (9) 7 116 46 5 309 (43) 7% n/a n/a
Ian Krieger
2
3 — — 8 n/a n/a 12 n/a n/a 4 n/a n/a 11 n/a n/a
Ivonne Cantú
2
3 — — 8 n/a n/a 9 n/a n/a n/a n/a n/a n/a n/a n/a
Laure Duhot
2
3 — — 8 n/a n/a 13 n/a n/a 5 n/a n/a 9 n/a n/a
PHP employees
4
4 230 68 5 (4) (24) 10 18 7 7 135 (2) n/a n/a n/a
1 Harry Hyman’s fee increase reflects the fee for 2024 v fee for 2025 as Chair.
2 The Non-executive Directors receive no benefits and do not participate in the annual bonus scheme.
3 The % change for salary for Mr Davies reflects the base salary for 2024 v 2025.
4 Assura employees that joined following the merger have been included and predominantly account for the large increase in benefits and bonus from the prior year.
Statement of shareholder voting
At the 2025 AGM, shareholder voting on the Directors’ Remuneration Report was as follows:
Number
of votes
% of
votes cast
Votes cast in favour 792,538,886 98.09
Votes cast against 15,397,151 1.91
Votes withheld
1
684,234 —
Total votes cast 807,936,037 100
At the 2024 AGM, shareholder voting on the Directors’ Remuneration Policy was as follows:
Number
of votes
% of
votes cast
Votes cast in favour 718,248,823 84.22
Votes cast against 134,558,949 15.78
Votes withheld
1
1,029,803 —
Total votes cast 852,807, 772 100
1 A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes for or against a resolution.
Payments to past Directors or for loss of office
There have been no payments made to past Directors and no payments made for loss of office in the year.
Approval
The Directors’ Remuneration Report has been approved by the Board of Directors.
Signed on behalf of the Board of Directors
Ivonne Cantú
Chair of the Remuneration Committee
16 March 2026
Primary Health Properties PLC Annual Report 2025
105
Strategic report Governance Financial statements Shareholder information
Directors’ report
The Directors present to shareholders their Annual Report
and Accounts, together with the financial statements and
the Auditor’s Report, for the year ended 31 December 2025.
Company status
Primary Health Properties PLC is a public limited liability company
incorporated under the laws of England and Wales and is the
holding company of the Group, which has no branches. Its primary
listing is on the London Stock Exchange (equity shares, commercial
companies, category) (LON: PHP) and is a constituent of the FTSE 250
Index. It also has a secondary listing on the Johannesburg Stock
Exchange (JSE: PHP) and is included in the FTSE/JSE All-Share
Index and All-Property Index.
Principal activity
The purpose of the Annual Report is to provide information to the
members of the Company, as a body, that is a fair, balanced and
understandable assessment of the Group’s performance, business
model and strategy. A detailed review of the Group’s business and
performance during the year, the principal risks and uncertainties
facing the Group, its approach to responsible business, an indication
of future likely developments in the Company and details of
important events since the year ended 31 December 2025 are
contained in the Group’s Strategic Report on pages 1 to 63 and
should be read as part of this report.
The Company, its Directors, employees, agents or advisers do not
accept or assume responsibility to any other person to whom this
document is shown or into whose hands it may come and any such
responsibility or liability is expressly disclaimed. The Annual Report
contains certain forward-looking statements with respect to the
operations, performance and financial condition of the Group.
By their nature, these statements involve uncertainty since future
events and circumstances can cause results and developments to
differ from those anticipated. The forward-looking statements
reflect knowledge and information available at the date of
preparation of this Annual Report. Nothing in this Annual Report
should be construed as a profit forecast.
Tax status
The Group became a Real Estate Investment Trust (“UK REIT”) on
1 January 2007. It is the opinion of the Directors that the Group
has conducted its affairs so as to be able to continue as a UK REIT.
Directors
The names and biographical information for the current Directors
can be found on pages 68 and 69. Details of the Directors who
served during the year and the interests of the Directors and their
connected persons in the Company’s Ordinary Shares can be found
in the Directors’ Remuneration Report on page 103.
The Company’s Articles require that Directors should submit
themselves for election at the first Annual General Meeting
following their appointment and thereafter for re-election at
least every three years. The Company has, however, adopted
the requirements of the UK Corporate Governance Code) in
requiring the annual re-election of all Directors.
A proposal to re-elect such Directors is to be included within the
Notice calling the 2026 AGM. The Chair confirms to shareholders
that, following formal performance evaluation, all the Directors
standing for election or re-election continue to be effective. Their
contribution is valuable and they demonstrate full commitment to
and independence in their roles.
Appointment and removal of Directors
Unless and until otherwise determined by the Company by ordinary
resolution, the number of Directors (other than any alternate
Directors) shall not be less than two and there shall be no
maximum number of Directors.
Dividends
The results for the year are shown in the Group Statement of
Comprehensive Income on page 119.
The Company has paid four interim dividends each of 1.775 pence
per Ordinary Share of 12.5 pence (“Ordinary Shares”) for the year,
totalling 7.1 pence per share, each of which has been paid as 1.375
pence by way of Property Income Distribution (“PID”) and
the remainder, being 0.400 pence, as an ordinary dividend.
Powers of Directors
Subject to the provisions of the Companies Act 2006 (the “Act”),
the memorandum and Articles of Association (the “Articles”) of
the Company and any directions given by special resolution, the
business of the Company shall be managed by the Board, which
may exercise all the powers of the Company.
Appointment of Directors
Subject to the Articles, and without prejudice to the power of the
Company to appoint any person to be a Director, the Board has
power at any time to appoint any person who is willing to act as
a Director, either to fill a vacancy or as an addition to the existing
Board, but the total number of Directors shall not exceed any
maximum number fixed in accordance with the Articles.
Any Director so appointed shall hold office only until the next
Annual General Meeting of the Company following such
appointment and shall then be eligible for election.
Retirement of Directors
Under the Articles at each Annual General Meeting any Director
who shall have been a Director at each of the two preceding
Annual General Meetings is required to stand for re-election as
a Director. However, the Company has adopted the requirements of
the Code in requiring the annual re-election of all Directors.
Removal of Directors
In addition to any powers of removal conferred by the Act, the
Company may by special resolution remove any Director before the
expiration of their period of office and may (subject to the Articles)
by ordinary resolution appoint another person to act in their place.
Strategic report Governance Financial statements Shareholder information
Primary Health Properties PLC Annual Report 2025
106
Directors’ report continued
Indemnities
The Company has procured directors’ and officers’ liability
insurance in respect of itself, the Directors and the directors
of its subsidiaries. These indemnities are qualifying third-party
indemnity provisions as defined by Section 234 of the Act.
The Company has agreed to indemnify each Director against
any liability incurred in relation to acts or omissions arising in
the ordinary course of their duties. The indemnity only applies
to the extent permitted by law. A copy of the deed of indemnity
is available for inspection at PHP’s registered office and will be
available at the 2026 AGM. No indemnity was provided and no
payments were made pursuant to these provisions during the year.
Substantial interests
As at 28 February 2026, the Company had been notified under
the Disclosure Rules or was otherwise aware of the following
shareholders who were directly or indirectly interested in 3% or
more of the voting rights in the Company’s issued share capital.
These positions have not materially changed since 31 December
2025.
Name Shares %
BlackRock 229,318,948 8.84
Hargreaves Lansdown 152,048,510 5.86
Vanguard Group 145,453,713 5.60
Interactive Investor 103,155340 3.98
Legal and General Investment
Management 102,448,071 3.95
Schroder Investment Management 101,775,651 3.92
Rathbones 80,558,877 3.10
Share capital
At the date of this report, the Company has one class of share in
issue, being 2,595,089,751 Ordinary Shares of 12.5 pence each,
each carrying the right to one vote at general meetings of the
Company and to participate in any dividends declared in accordance
with the Articles. There are no Ordinary Shares held in treasury. No
person has any special rights of control over the Company’s share
capital.
At the 2025 AGM shareholders authorised the Company to make
market purchases of Ordinary Shares representing up to 10% of
its issued share capital at the time to allot equity securities
(as defined by the Act) for cash. The Company did not purchase
or acquire any of its Ordinary Shares during the year, nor did any
nominee or third party with the Company’s assistance acquire any
shares on behalf of the Company. The authority to make market
purchases referred to above will expire at the 2026 AGM and it
is proposed to seek renewal of this authority at the 2026 AGM.
At the Annual General Meeting in 2025, the Directors were granted
authority: (i) to allot shares up to a maximum amount of £55,687,241,
representing approximately one-third of the Company’s issued
Ordinary Share capital; and (ii) to allot shares up to a maximum
nominal value of £16,706,172 (representing approximately 10% of
the Company’s issued share capital) without having to first offer those
shares to existing shareholders ((ii) being referred to as the “Authority”).
The Directors were also granted authority to allot further shares up
to a maximum nominal value of £16,706,172 (representing
approximately 10% of the Company’s issued share capital) without
having to first offer those shares to existing shareholders, where
such authority is used in connection with the financing (or refinancing,
if the authority is to be used within six months after the original
transaction) of an acquisition or specified capital investment
(the “Additional Authority”).
In relation both to the Authority and the Additional Authority,
the Directors were also granted authority to allot shares up to a
nominal amount of 20% of any allotment pursuant to the Authority
and for the purposes of a “follow-on offer” as defined in paragraph
3 of Section 2B of the Pre-Emption Group’s Statement of Principles
(November 2022), or a maximum of 2% of the Company’s issued
share capital in each case.
The Directors made no use of these powers during the year but will
seek to renew them, in line with market practice, at the 2026 AGM.
Rights attaching to shares under the Articles
The Company’s Articles do not contain any specific restrictions
on the size of a shareholder’s holding.
Voting rights
Subject to any special rights or restrictions as to voting attached
to any shares by or in accordance with the Articles, on a show of
hands every member who is present in person or by proxy and
entitled to vote has one vote and on a poll every member who
is present in person or by proxy and entitled to vote has one vote
for every share of which he is the holder.
Restrictions on voting
There are no restrictions on exercising voting rights save in situations
where the Company is legally entitled to impose such restrictions,
such as if having been served with a notice under Section 793 of
the Act, a shareholder fails to disclose details of any past or present
beneficial interest. The Company is not aware of any arrangements
between shareholders that may result in restrictions on the
transfer of securities or voting rights.
Transfer
There are no restrictions on the transfer of Ordinary Shares, other
than certain restrictions imposed by laws and regulations which
restrict Directors and persons closely associated with them from
dealing in the Company’s securities without prior approval under
the Company’s share dealing code.
The rights and obligations attaching to the Ordinary Shares,
in addition to those conferred by law, are set out in the Articles.
Amendment of the Company’s Articles
Any amendments to the Company’s Articles may be made by
special resolution. There were no amendments made to the Articles
in the year.
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107
Strategic report Governance Financial statements Shareholder information
Directors’ report continued
Change of control
Under the Group’s financing agreements, repayment or termination
of the outstanding amounts on a change of control may be required
by the lenders or bondholders. There are no agreements between
the Company and the Directors providing compensation for loss of
office or employment or otherwise that occurs specifically because
of a change of control.
The Company’s share plans contain provisions that, as a result
of a change of control, options and awards may vest or become
exercisable, in accordance with the rules of the plans.
Suppliers
The Group has not signed up to any specific supplier payment
code. It is PHP’s policy to comply with the terms of payment
agreed with its suppliers. Where specific payment terms are not
agreed, the Group endeavours to adhere to the supplier’s standard
payment terms and aims to settle supplier accounts promptly in
accordance with its individual terms of business. The number of
creditor days outstanding as at 31 December 2025 was ten days
(2024: seven days; 2023: eight days; 2022: ten days).
Annual General Meeting
The Annual General Meeting of PHP (“AGM”) will be held on 29th
April 2026 at 10:30 a.m. The Notice convening the AGM and
explanatory notes for the resolutions sought will be sent to
shareholders not less than 21 clear days before the date of the
meeting.
Full details will be set out in the Notice of AGM, but may need to
be altered at short notice, in which case the Company will update
shareholders, as necessary, via a Regulatory Information Service
and the Company’s website at www.phpgroup.co.uk. Shareholders
are advised to check the Company’s website for updates.
Auditor
Deloitte LLP has expressed its willingness to continue in office as
auditor and a resolution to re-appoint it will be put to shareholders
at the AGM.
Employees
As at 31 December 2025, the Group had 129 employees in the UK
and 27 in Ireland.
Employees are encouraged to maximise their individual contribution to
the Group. In addition to competitive remuneration packages, they
participate in an annual bonus scheme which links personal
contribution to the goals of the business.
In addition, all employees are eligible to participate in the PHP
Sharesave plan 2021 that was approved by shareholders at the 2021
AGM. Employees are provided regularly with information regarding
the business and other matters of concern to them at bi-weekly
video-conference calls. In addition, all staff are eligible to participate
in a defined contribution pension scheme. The views of employees
are taken into account when making decisions that might affect their
interests. The Company encourages openness and transparency, with
staff having regular access to senior management and being given
the opportunity to express views and opinions.
Further details of how the Directors engage with employees can be
found on pages 43 and 44 and in the Corporate Governance section
on page 70.
The Group is committed to the promotion of equal opportunities,
supported by its Equality, Diversity and Inclusion policy which is
informed by and aligned with the Listing Rules. The policy reflects
both current legislation and best practice. It highlights the Group’s
obligations with respect to race, gender, socio-economic and
disability equality.
Full and fair consideration is given to applications for employment
from disabled persons and appropriate training and career
development are provided.
Donations
The Group does not make any political donations. Details of the
charitable donations made in the year are set out on page 42 in
the Responsible Business section.
Share service
The Shareholder Information section on page 171 provides details
of the share services available.
Financial instruments
The Group’s financial risk management objectives and policies are
discussed in Note 17.
Subsequent events
Details of events occurring since the year end are given in Note 26.
Going concern
The Group’s business activities together with the factors likely to
affect its future development, performance and position, along
with the financial position of the Group, its cash flows, liquidity
position and borrowing facilities, are set out in the Strategic Report.
The Group’s property portfolio is 99% occupied with over 89% of
its income funded directly or indirectly from government sources
and the average WAULT across the Group’s portfolio is 10.8 years.
As at 31 December 2025, the Group had £551 million of headroom
on its debt facilities, after commitments to fund on properties
under construction through the course of 2025 with a further £20
million of cash. The weighted Group average unexpired loan term
was 4.1 years.
The Group’s consolidated loan to value ratio, including drawn,
unsecured debt, is 57% with all banking covenants being met
during the year and subsequent to the year end. The Group has a
clear plan to de-leverage the business although the going concern
assessment is not dependent on this. Given the two distinct debt
structures within the Enlarged Group reflecting secured within PHP
and unsecured debt within Assura, each has its own distinct set of
covenants. Values would need to fall by 41% or 31% before the LTV
ratio was at risk of being breached at the PHP and Assura levels
respectively. Income would need to fall by approximately 62% or
64% for the interest cover covenants was at risk of being breached
at the PHP and Assura levels respectively.
The Directors believe that the Group is well placed to manage its
business risks successfully. Having reviewed the Group’s business
activities, financial development, performance and position including
its cash flows, liquidity position, borrowing facilities and covenant
cover, the Directors have a reasonable expectation that the Group
has adequate resources to continue in operational existence and
meet its liabilities as they fall due for a period of at least twelve
months from the date of this report. For this reason, the Directors
continue to adopt the going concern basis of accounting in
preparing the financial statements.
Strategic report Governance Financial statements Shareholder information
Primary Health Properties PLC Annual Report 2025
108
Directors’ report continued
Regulatory disclosures
Additional information which is incorporated into this report by reference, including information required in accordance with the
Companies Act 2006, Listing Rule 6.6.1 and the Disclosure and Transparency Rules (“DTRs”), can be found on the following pages:
Review of business and future developments
Strategic Report
See pages 14 to 17
Principal risks
Risk Management section of the Strategic Report
See pages 56 to 62
Viability statement
See page 63
Directors’ details
Directors’ biographies
See pages 68 and 69
Directors’ share interests
Remuneration Committee Report
See page 103
Section 172 Statement
Responsible Business section of the Strategic Report
See page 55
Greenhouse gas emissions
Responsible Business section of the Strategic Report
See pages 40 to 41
Financial instruments
Note 16
See page 141
Financial risk management policies
Risk Management section of the Strategic Report
See pages 56 to 62
Related party transactions
Note 24
See page 146
Subsequent events
Note 26
See page 146
All other sub-sections of Listing Rule 6.6.1 are not applicable. Information that fulfils the requirements of Listing Rule 6.6.6 can be found in
the Corporate Governance Statement on pages 70 to 78 and is incorporated into this Directors’ Report by reference.
Directors’ statement as to disclosure of information
to auditor
The Directors who were members of the Board at the time of
approving the Directors’ Report are listed on pages 68 and 69.
Having made enquiries of fellow Directors and of the Company’s
auditor, each of the Directors confirms that:
• so far as the Director is aware, there is no relevant audit
information of which the Company’s auditor is unaware; and
• the Director has taken all the steps that he/she ought to have
taken as a Director in order to make himself/herself aware of any
relevant audit information and to establish that the Company’s
auditor is aware of that information.
This confirmation is given and should be interpreted in accordance
with the provisions of Section 418 of the Companies Act 2006.
The Directors’ Report, Strategic Report and Corporate Governance
Report were approved by the Board on 16 March 2026.
By order of the Board.
Phil Higgins
Interim Company Secretary
Primary Health Properties PLC
Registered office: 5th Floor, Burdett House,
15–16 Buckingham Street, London WC2N 6DU
Registered in England Number: 3033634
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Strategic report Governance Financial statements Shareholder information
Directors’ responsibility statement
Statement of Directors’ responsibilities in respect
of the Group and Company financial statements
The Directors are responsible for preparing the Annual Report
and the financial statements in accordance with applicable law and
regulations.
Company law requires the Directors to prepare financial statements
for each financial year. Under that law the Directors are required to
prepare the Group financial statements in accordance with United
Kingdom-adopted International Accounting Standards.
The financial statements also comply with International Financial
Reporting Standards (“IFRSs”) as issued by the International
Accounting Standards Board (“IASB”). The Directors have chosen
to prepare the Parent Company financial statements in accordance
with United Kingdom Generally Accepted Accounting Practice
(United Kingdom Accounting Standards and applicable law),
including FRS 101 Reduced disclosure framework. Under company
law the Directors must not approve the financial statements unless
they are satisfied that they give a true and fair view of the state of
affairs of the Company and of the profit or loss of the Company for
that period.
In preparing the Parent Company financial statements, the
Directors are required to:
• select suitable accounting policies and then apply
them consistently;
• make judgements and accounting estimates that are reasonable
and prudent;
• state whether applicable UK Accounting Standards have been
followed, subject to any material departures disclosed and
explained in the financial statements; and
• prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business.
In preparing the Group financial statements, International
Accounting Standard 1 requires that the Directors:
• properly select and apply accounting policies;
• present information, including accounting policies,
in a manner that provides relevant, reliable, comparable
and understandable information;
• provide additional disclosures when compliance with the
specific requirements of the financial reporting framework
are insufficient to enable users to understand the impact of
particular transactions, other events and conditions on the
entity’s financial position and financial performance; and
• make an assessment of the Company’s ability to continue
as a going concern.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company’s
transactions and disclose with reasonable accuracy at any time the
financial position of the Company and enable them to ensure that
the financial statements comply with the Companies Act 2006.
They are also responsible for safeguarding the assets of the
Company and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of
the corporate and financial information included on the Company’s
website. Legislation in the United Kingdom governing the preparation
and dissemination of financial statements may differ from legislation
in other jurisdictions.
Responsibility statement
We confirm that to the best of our knowledge:
• the financial statements, prepared in accordance with the
relevant financial reporting framework, give a true and fair
view of the assets, liabilities, financial position and profit of
the Company and the undertakings included in the consolidation
taken as a whole;
• the Strategic Report includes a fair review of the development
and performance of the business and the position of the
Company and the undertakings included in the consolidation
taken as a whole, together with a description of the principal
risks and uncertainties that they face; and
• the Annual Report and Financial Statements, taken as a whole, is
fair, balanced and understandable and provides the information
necessary for shareholders to assess the Company’s position,
performance, business model and strategy.
This responsibility statement was approved by the Board of
Directors on 16 March 2026 and is signed on its behalf by:
Harry Hyman
Non-executive Chair
16 March 2026
Strategic report Governance Financial statements Shareholder information
Primary Health Properties PLC Annual Report 2025
110
Independent auditor’s report
to the members of Primary Health Properties PLC
Report on the audit of the financial statements
1. Opinion
We have audited the financial statements which comprise:
• the group statement of comprehensive income;
• the group and company balance sheets;
• the group and company statements of changes in equity;
• the group cash flow statement;
• the related notes 1 to 27 to the group financial statements, and
• the related notes 1 to 18 to the company financial statements.
The financial reporting framework that has been applied in the preparation of the group financial
statements is applicable law and United Kingdom adopted international accounting standards.
The financial reporting framework that has been applied in the preparation of the company financial
statements is applicable law and United Kingdom Accounting Standards, including FRS 101 “Reduced
Disclosure Framework” (United Kingdom Generally Accepted Accounting Practice).
2. Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK))
and applicable law. Our responsibilities under those standards are further described in the auditor’s
responsibilities for the audit of the financial statements section of our report.
We are independent of the group and the company in accordance with the ethical requirements
that are relevant to our audit of the financial statements in the UK, including the Financial Reporting
Council’s (the ‘FRC’s’) Ethical Standard as applied to listed public interest entities, and we have fulfilled
our other ethical responsibilities in accordance with these requirements. The non-audit services provided
to the group and company for the year are disclosed in note 4 to the financial statements. We confirm
that we have not provided any non-audit services prohibited by the FRC’s Ethical Standard to the
group or the company.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
3. Summary of our audit approach
Key audit matters The key audit matters that we identified in the current year were:
• Accounting for the acquisition of Assura plc; and
• Estimation of property yields applied in the valuation of investment property.
Within this report, key audit matters are identified as follows:
Newly identified
Similar level of risk
Materiality The materiality that we used for the group financial statements was £38.3 million
which was determined on the basis of 1.5% of net assets.
Further to net assets, we considered EPRA Earnings to be a critical financial
performance measure for the group, and we therefore applied a lower threshold
of 5% (£6.2 million) for the specific items that impact EPRA Earnings.
Scoping On 12 August 2025, the group completed the acquisition of Assura Plc. In the
current year we identified two components, the existing group (Primary Health
Properties plc) and the newly acquired group (Assura plc). We performed audits of
the entire financial information of both of these components.
The audit procedures to respond to the risks of material misstatement were
performed directly by the group audit engagement team.
Significant changes
in our approach
The group completed the acquisition of Assura Plc in the year. There is judgement
within the acquisition accounting and therefore we have determined this
represents an additional key audit matter (KAM).
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Independent auditor’s report continued
to the members of Primary Health Properties PLC
Report on the audit of the financial statements continued
4. Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’ use of the going concern
basis of accounting in the preparation of the financial statements is appropriate.
Our evaluation of the directors’ assessment of the group’s and company’s ability to continue to adopt
the going concern basis of accounting included:
• obtaining an understanding of relevant controls over management’s process for evaluating the group
and company’s ability to continue as a going concern, including the identification and evaluation of
the financial impact of relevant business risks and the method, model and assumptions applied by
management in assessing going concern;
• obtaining an understanding of the financing facilities available to the group and the company,
including repayment periods, maturity dates, interest costs and financial and non-financial covenants
such as loan to value and interest cover ratios. This includes the additional facilities agreed following
the acquisition of Assura plc;
• testing the mathematical accuracy of management’s going concern model, including the
recalculation of current and forecast covenant compliance, together with the impact on covenant
compliance of the sensitivities applied;
• performing a retrospective review of management’s historical forecasting accuracy;
• challenging the key assumptions applied in management’s going concern model, including forecast
valuation movements and rental income with reference to market data and other external information;
• challenging the appropriateness of the sensitivity analysis performed by the directors, including
the ‘additional stress-testing’ performed by management with reference to the forecasts, historical
performance, and other external data;
• assessing the level of headroom in the forecasts with reference to both liquidity and financial
covenants, such as loan to value and interest cover ratios, including the ability of the group to
extend undrawn facilities.
• assessing whether any additional facts or information have become available since the date
management made their assessment; and
• evaluating the appropriateness of the going concern disclosures in the financial statements.
Based on the work we have performed, we have not identified any material uncertainties relating to
events or conditions that, individually or collectively, may cast significant doubt on the group’s and
company’s ability to continue as a going concern for a period of at least twelve months from when the
financial statements are authorised for issue.
In relation to the reporting on how the group has applied the UK Corporate Governance Code, we have
nothing material to add or draw attention to in relation to the directors’ statement in the financial
statements about whether the directors considered it appropriate to adopt the going concern basis of
accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are
described in the relevant sections of this report.
5. Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial statements of the current period and include the most significant assessed
risks of material misstatement (whether or not due to fraud) that we identified. These matters included
those which had the greatest effect on: the overall audit strategy; the allocation of resources in the
audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial statements as a whole,
and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
5.1. Accounting for the acquisition of Assura plc
Key audit matter
description
The Group completed the acquisition of Assura Plc on 12 August 2025. This
acquisition was a significant transaction, with a deal value of £1,578m including
cash consideration of £407m plus the issue of 1,258.6 million new PHP shares.
Judgement is required in determining whether to account for the acquisition as an
asset acquisition or as a business combination under IFRS3 ‘Business Combinations’.
The Group has accounted for the acquisition as an asset acquisition and consequently
no Goodwill was recognised upon initial acquisition. Judgement is also needed in
determining the fair value of the assets and liabilities acquired.
Further information on the acquisition can be found in notes 2.3 and 25 of the
financial statements.
Given the size and complexity of the acquisition, we identified a key audit matter
with regards to accounting for the acquisition and the fair value of the assets and
liabilities acquired. The consideration of this risk by the Audit Committee is
described on page 80.
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Strategic report Governance Financial statements Shareholder information
Independent auditor’s report continued
to the members of Primary Health Properties PLC
How the scope
of our audit
responded to the
key audit matter
We carried out the following audit procedures to address the risk associated
with the identified key audit matter:
• Obtained and critically assessed management’s paper which sets out the
transaction and evaluated whether the acquisition of Assura plc meets the
criteria of a business combination under IFRS 3 ‘Business Combinations’ or an
asset acquisition, including management’s judgements in determining whether
the assets acquired have similar risk characteristics when applying the
concentration test.
• Assessed the fair value of the assets and liabilities acquired, with a particular
focus on the fair value of the debt and investment property acquired (the most
significant items within the Assura plc balance sheet). We recalculated the fair
value of the debt and assessed management’s judgements applied in
determining the fair value of investment property.
• With the involvement of our valuation specialists, independently recomputed the
fair value of debt acquired and involved Deloitte Real Estate Advisory (“DREA”)
specialists in assessing the valuation of the investment property at the acquisition
date. While no external valuation of the investment property was obtained by
management as at the 12th August 2025, an external valuation was obtained at
31st December 2025, with an assessment made by management on the adjustments
within the 31st December 2025 valuation that were needed in order to determine
the valuation of investment property as at 12th August 2025. We also assessed
the quantum of these adjustments and whether they have been appropriately
recorded within the 12th August 2025 valuation.
• Assessed the completeness and accuracy of the disclosures relating to
the acquisition.
Key observations Based on our work performed, we concluded that the accounting treatment and
financial statement disclosures for the acquisition of Assura plc were appropriate.
5.2. Estimation of property yields applied in the valuation of investment property
Key audit matter
description
The group primarily owns and manages a portfolio of primary healthcare properties
in the UK and Ireland. As stipulated by IAS 40 Investment Property, the properties
are remeasured to their fair value at each balance sheet date. The fair value of the
group’s portfolio was £2.75 billion at 31 December 2024. Following the acquisition
of Assura Plc, the group’s portfolio is now valued at £5.9 billion as at 31 December
2025.
The group involves professionally qualified independent external valuers to
perform the properties valuation bi-annually in accordance with Royal Institution of
Chartered Surveyors (‘RICS’) Valuation – Global Standards.
In determining the fair value of a property, the external valuers consider several
factors including current rent and yields (principally net initial yields). The key
judgement relates to the yields adopted. These consider property-specific factors
including the Weighted Average Unexpired Lease Term (‘WAULT’) together with the
age and specification of the asset. These factors are then considered in
combination with prevailing market yields, comparable transactional evidence, and
market sentiment in determining the specific yield to apply to a property.
The yields adopted are inherently subjective and a small change can materially
impact the valuation of the property portfolio. This compares to rental values
which are based on long-term lease agreements.
We therefore consider the yield assumption to be a key audit matter. Furthermore,
given the high level of estimation involved, we have determined that there is potential
for fraud through possible manipulation of yields and therefore the valuation.
Please see the accounting policy in note 2.3 and investment property related
disclosures including the sensitivity of significant unobservable inputs in note 10 to
the financial statements. The consideration of this risk by the Audit Committee is
described at page 81.
Report on the audit of the financial statements continued
5. Key audit matters continued
5.1. Accounting for the acquisition of Assura plc continued
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to the members of Primary Health Properties PLC
How the scope
of our audit
responded to the
key audit matter
We carried out the following audit procedures to address the risk associated with
the identified key audit matter:
• Obtained an understanding of the relevant controls established by management
to ensure the correct information is provided to the external valuers, and to
oversee and review the work performed by the external valuers.
• Assessed the competence, capabilities and objectivity of the external valuers
and read their terms of engagement with the group to determine whether there
were any matters that might affect their objectivity or may have imposed scope
limitations on their work. This included whether there had been any change in
their engagement terms within the year.
• Obtained and assessed the external valuation reports for all properties
and evaluated whether the valuation approach is consistent with the RICS
guidelines and therefore suitable for use in determining the fair value recorded
within the group’s balance sheet, as well as testing the integrity of the models
used by the external valuers on a sample basis.
• Assessed the integrity of the data provided to the external valuers. This
included tracing a sample of information provided to the external valuers to
underlying lease agreements.
• Assessed the appropriateness of the disclosures included in the financial
statements and considered whether the disclosures in relation to the key
estimates are reasonable.
• With involvement of our DREA specialists obtained an overall understanding of
the primary healthcare property markets in the UK and Ireland to support our
challenge of the work of the group’s external valuers. We discussed and challenged
the valuation process and assumptions used by the valuers, with a principal focus
on the yields adopted by comparing these to publicly available information, including
average yields quoted by competitors, external evidence and (where applicable)
comparable property transactions.
• Selected a sample of properties where the yields applied in the valuation were
outside our expectations and challenged the explanations provided by the external
valuers with reference to transactional evidence or other relevant information.
Key observations Based on our work performed, we concluded that the assumptions applied in relation to
yields in arriving at the fair value of the group’s investment property were appropriate.
6. Our application of materiality
6.1. Materiality
We define materiality as the magnitude of misstatement in the financial statements that makes it
probable that the economic decisions of a reasonably knowledgeable person would be changed or
influenced. We use materiality both in planning the scope of our audit work and in evaluating the
results of our work.
Based on our professional judgement, we determined materiality for the financial statements as
a whole as follows:
Group financial statements Company financial statements
Materiality £38.3 million (2024: £27.5 million) £35.6 million (2024: £24.3 million)
Basis for determining
materiality
1.5% of net assets (2024: 2% of
net assets)
1.5% of net assets (2024: 2% of
net assets)
Rationale for the
benchmark applied
The overall level of materiality was
determined using net assets because
this is the primary focus of investors
in a listed real estate business.
In addition to net assets, we considered
EPRA Earnings to be a critical financial
performance measure for the group
and we applied a lower threshold of
£6.2 million (2024: £4.8 million) for
EPRA Earnings impacting items.
Given the significant increase in the size
of the group following the acquisition of
Assura Plc, we concluded that it was
appropriate to reduce the percentage
applied to the net assets benchmark
compared with the prior year (2024: 2%).
The lower materiality used for balances
impacting EPRA earnings was determined
using 5% (2024: 5%) of EPRA earnings.
The overall level of materiality
was determined using net assets
as this is determined to be the most
appropriate and stable base for
setting materiality in line with our
understanding that the Company is
primarily an asset-based business.
Report on the audit of the financial statements continued
5. Key audit matters continued
5.2. Estimation of property yields applied in the valuation of investment property
continued
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NAV £2,554m Group materiality
£38.3m
Component
performance
materiality range
£18.8m to £24.9m
Audit Committee
reporting threshold
£1.9m
Net Asset Value (“NAV”) Group materiality
Independent auditor’s report continued
to the members of Primary Health Properties PLC
6.2 Performance materiality
We set performance materiality at a level lower than materiality to reduce the probability that,
in aggregate, uncorrected and undetected misstatements exceed the materiality for the financial
statements as a whole.
Group financial statements Company financial statements
Performance
materiality
70% (2024: 70%) of group materiality 70% (2024: 70%) of company materiality
Basis and rationale
for determining
performance
materiality
We set performance materiality at a level lower than materiality in order to reduce
to an appropriately low level the probability that the total of uncorrected and
undetected misstatements would result in material misstatement of the financial
statements.
In determining performance materiality, we considered the following factors:
• our understanding of the entity and the environment in which the
entity operates;
• our risk assessment and our assessment of the group’s overall control environment
including the degree of centralisation and common controls/processes; and
• our assessment of the nature, cause, and number of misstatements that were
accumulated in audits of the financial statements of prior periods, which has
been historically low.
6.3. Error reporting threshold
We agreed with the Audit Committee that we would report to the Committee all audit differences
in excess of £1.9 million for the financial statements as a whole and £1 million for items impacting EPRA
earnings, as well as differences below that threshold that, in our view, warranted reporting on
qualitative grounds. We also report to the Audit Committee on disclosure matters that we identified
when assessing the overall presentation of the financial statements.
7. An overview of the scope of our audit
7.1. Identification and scoping of components
In auditing the group, we identified two components being Primary Health Properties plc (the existing
group) and Assura plc (the group acquired in the year) and determined component performance
materiality of £18.8m. The components were identified due to the maintenance of separate financial
information and management teams for each component before consolidation into the enlarged group.
Our audit scope encompassed obtaining an understanding of the group and its environment, including
group-wide controls and the financial reporting process, and assessing the risks of material
misstatement at the group level. We have performed an audit of the entire financial information for
both components.
All audit work across the group was performed by the group audit team in the UK. For the audit of the
company, we performed audit work on the management-produced deconsolidated financial information
to identify the relevant company-only balances and transactions such as intercompany balances to
a performance materiality of £24.9m.
7.2. Our consideration of the control environment
As part of our risk assessment procedures, we obtained an understanding of the control environment
which encompassed the existing processes and relevant controls established by Primary Health
Properties related to key business cycles including the property valuation, revenue, cash, payroll,
treasury, financial reporting and expenditure processes. For the Assura plc component, we obtained an
understanding of the control environment, including of the relevant controls over key business cycles
such as property valuation and financial reporting.
Furthermore, where appropriate we tested relevant controls to support our risk assessment and,
ultimately, the nature, timing, and extent of our substantive procedures. We placed reliance on relevant
controls where our assessment supported such reliance. Where we identified that control
improvements could be made, we reported these to the Audit Committee.
We note the Audit Committee’s discussion of the control environment, as presented in their report on
page 79, including consideration of the changes to the UK Corporate Governance Code (through
Provision 29) regarding the board’s responsibility with regards to the control environment.
Report on the audit of the financial statements continued
6. Our application of materiality continued
6.1. Materiality continued
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to the members of Primary Health Properties PLC
7. An overview of the scope of our audit continued
7.3. Our consideration of climate-related risks
The group remains committed to assessing and managing the potential impacts of climate change on
its operations and financial position. Management has undertaken an assessment of climate-related
risks, quantified the potential financial impacts, and developed plans to mitigate these risks. The Group
continues to strive towards its previously stated target of net zero carbon emissions by 2030 for all
operational, development, and asset management activities. Additionally, the group aims to support its
occupiers in achieving net zero carbon emissions by 2040, five years ahead of the NHS’s target of
becoming the world’s first net zero carbon national health system by 2045.
We considered as part of our risk assessment, the climate-related risks specific to the group,
which could impact the overall engagement risk assessment. Our audit procedures encompassed
discussions with management to understand any updates to their process for identifying, assessing,
and mitigating climate-related risks, as well as the potential impact on the financial statements.
Furthermore, with involvement of our ESG specialists we assessed the Group’s climate-related financial
disclosures for alignment with the Task Force on Climate-Related Financial Disclosures (TCFD)
recommendations. We also consider the consistency of these disclosures, as presented on pages 48 to
54 in the Annual Report with the financial statements and our knowledge obtained in the audit. We
have also evaluated the appropriateness of disclosures included in the financial statements in Note 2.4.
8. Other information
The other information comprises the information included in the annual report, other than the financial
statements and our auditor’s report thereon. The directors are responsible for the other information
contained within the annual report.
Our opinion on the financial statements does not cover the other information and, except to the extent
otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information
is materially inconsistent with the financial statements, or our knowledge obtained in the course of the
audit, or otherwise appears to be materially misstated.
If we identify such material inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the financial statements themselves. If,
based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact.
We have nothing to report in this regard.
9. Responsibilities of directors
As explained more fully in the statement of directors’ responsibilities, the directors are responsible for
the preparation of the financial statements and for being satisfied that they give a true and fair view,
and for such internal control as the directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group’s and the
company’s ability to continue as a going concern, disclosing as applicable, matters related to going
concern and using the going concern basis of accounting unless the directors either intend to liquidate
the group or the company or to cease operations, or have no realistic alternative but to do so.
10. Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s
website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
11. Extent to which the audit was considered capable of detecting
irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in respect
of irregularities, including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below.
11.1. Identifying and assessing potential risks related to irregularities
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud
and non-compliance with laws and regulations, we considered the following:
• the nature of the industry and sector, control environment and business performance including the
design of the group’s remuneration policies, key drivers for directors’ remuneration, bonus levels, and
performance targets;
• results of our enquiries of management, those charged with governance and the Audit Committee
about their own identification and assessment of the risks of irregularities, including those that are
specific to the group’s sector;
• any matters we identified having obtained and reviewed the group’s documentation of their policies
and procedures relating to:
• identifying, evaluating, and complying with laws and regulations and whether they were aware of
any instances of non-compliance;
• detecting and responding to the risks of fraud and whether they have knowledge of any actual,
suspected, or alleged fraud;
• the internal controls established to mitigate risks of fraud or non-compliance with laws
and regulations;
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Independent auditor’s report continued
to the members of Primary Health Properties PLC
11. Extent to which the audit was considered capable of detecting
irregularities, including fraud continued
11.1. Identifying and assessing potential risks related to irregularities continued
• the matters discussed among the audit engagement team and relevant internal specialists, including
real estate specialists, ESG specialists, and financial instrument specialists, regarding how and where
fraud might occur in the financial statements and any potential indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may exist within
the organisation for fraud and identified the greatest potential for fraud in the area of estimation of
property yields applied in the valuation of investment property. In common with all audits under ISAs
(UK), we are also required to perform specific procedures to respond to the risk of management override.
We also obtained an understanding of the legal and regulatory framework that the group operates in,
focusing on provisions of those laws and regulations that had a direct effect on the determination of
material amounts and disclosures in the financial statements. The key laws and regulations we considered
in this context included the UK Companies Act, Listing Rules, REIT legislation and tax legislation.
In addition, we considered provisions of other laws and regulations that do not have a direct effect on
the financial statements but compliance with which may be fundamental to the group’s ability to
operate or to avoid a material penalty.
11.2. Audit response to risks identified
As a result of performing the above, we identified the estimation of property yields applied in the
valuation of investment property as a key audit matter related to the potential risk of fraud. The key
audit matters section of our report explains the matter in more detail and also describes the specific
procedures we performed in response to that key audit matter.
In addition to the above, our procedures to respond to risks identified included the following:
• reviewing the financial statement disclosures and testing to supporting documentation to assess
compliance with provisions of relevant laws and regulations described as having a direct effect on
the financial statements;
• enquiring of management, the Audit Committee and legal counsel concerning actual and potential
litigation and claims;
• performing analytical procedures to identify any unusual or unexpected relationships that may
indicate risks of material misstatement due to fraud;
• reading minutes of meetings of those charged with governance; and
• in addressing the risk of fraud through management override of controls, testing the appropriateness
of journal entries and other adjustments; assessing whether the judgements made in making accounting
estimates are indicative of a potential bias; and evaluating the business rationale of any significant
transactions that are unusual or outside the normal course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all
engagement team members, including internal specialists, and remained alert to any indications of
fraud or non-compliance with laws and regulations throughout the audit.
Report on other legal and regulatory requirements
12. Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the directors’ remuneration report to be audited has been properly
prepared in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the strategic report and the directors’ report for the financial year for
which the financial statements are prepared is consistent with the financial statements; and
• the strategic report and the directors’ report have been prepared in accordance with applicable
legal requirements.
In the light of the knowledge and understanding of the group and the company and their
environment obtained in the course of the audit, we have not identified any material
misstatements in the strategic report or the directors’ report.
13. Corporate Governance Statement
The Listing Rules require us to review the directors’ statement in relation to going concern, longer-term
viability and that part of the Corporate Governance Statement relating to the group’s compliance with
the provisions of the UK Corporate Governance Code specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the following
elements of the Corporate Governance Statement is materially consistent with the financial
statements and our knowledge obtained during the audit:
• the directors’ statement with regards to the appropriateness of adopting the going concern
basis of accounting and any material uncertainties identified set out on page 108;
• the directors’ explanation as to its assessment of the group’s prospects, the period this
assessment covers and why the period is appropriate set out on page 63;
• the directors’ statement on fair, balanced and understandable set out on page 82;
• the board’s confirmation that it has carried out a robust assessment of the emerging and
principal risks set out on page 57;
• the section of the annual report that describes the review of effectiveness of risk management
and internal control systems set out on page 82; and
• the section describing the work of the audit committee set out on pages 79 to 83.
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Independent auditor’s report continued
to the members of Primary Health Properties PLC
Report on other legal and regulatory requirements continued
14. Matters on which we are required to report by exception
14.1. Adequacy of explanations received and accounting records
Under the Companies Act 2006 we are required to report to you if, in our opinion:
• we have not received all the information and explanations we require for our audit; or
• adequate accounting records have not been kept by the company, or returns adequate for our audit
have not been received from branches not visited by us; or
• the company financial statements are not in agreement with the accounting records and returns.
We have nothing to report in respect of these matters.
14.2. Directors’ remuneration
Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures of
directors’ remuneration have not been made or the part of the directors’ remuneration report to be
audited is not in agreement with the accounting records and returns.
We have nothing to report in respect of these matters.
15. Other matters which we are required to address
15.1. Auditor tenure
Following the recommendation of the Audit Committee, we were re-appointed by the Board on
18 October 2022 to audit the financial statements for the year ending 31 December 2023 and
subsequent financial periods. The period of total uninterrupted engagement including previous
renewals and re-appointments of the firm is 13 years, covering the years ending 31 December 2013
to 31 December 2025.
15.2. Consistency of the audit report with the additional report to the Audit Committee
Our audit opinion is consistent with the additional report to the Audit Committee we are required to
provide in accordance with ISAs (UK).
16. Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of
Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the
company’s members those matters we are required to state to them in an auditor’s report and for no
other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility
to anyone other than the company and the company’s members as a body, for our audit work, for this
report, or for the opinions we have formed.
As required by the Financial Conduct Authority (FCA) Disclosure Guidance and Transparency Rule (DTR)
4.1.15R – DTR 4.1.18R, these financial statements will form part of the Electronic Format Annual Financial
Report filed on the National Storage Mechanism of the FCA in accordance with DTR 4.1.15R – DTR
4.1.18R. This auditor’s report provides no assurance over whether the Electronic Format Annual Financial
Report has been prepared in compliance with DTR 4.1.15R – DTR 4.1.18R.
For and on behalf of Deloitte LLP
Statutory Auditor
London, United Kingdom
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Group statement of comprehensive income
for the year ended 31 December 2025
| 2025 | 2024 | ||
| Notes | £m | £m | |
Rental and related income | |||
Direct property expenses | ( | ( | |
Net rental and related income | 3 | ||
Administrative expenses | ( | ( | |
Exceptional integration costs | ( | ||
Amortisation of intangible assets | ( | ( | |
Total administrative expenses | 4 | ( | ( |
| Revaluation gain/(deficit) on property portfolio | 10 | ( | |
| Exceptional revaluation on Assura acquisition | 10 | ( | |
Total revaluation gain/(deficit) | ( | ||
| Share of profits from joint ventures, associates | |||
and other investments | 9 | ||
Operating profit | 4 | ||
Finance costs | 5a | ( | ( |
| Fair value loss on derivative interest rate swaps | |||
and amortisation of hedging reserve | 5b | ( | ( |
Exceptional loan arrangements fees | ( | ||
Early termination on bonds | ( | ||
Fair value loss on convertible bond | 5c | ( | ( |
Profit before taxation | |||
Taxation charge | 6 | ( | ( |
Profit after taxation 1 |
| 2025 | 2024 | ||
| Notes | £m | £m | |
| Other comprehensive income: | |||
| Items that may be reclassified subsequently | |||
| to profit and loss | |||
Amortisation of hedging reserve | 21 | ||
Exchange difference on translation of foreign balances | |||
Other comprehensive income net of tax 1 | |||
Total comprehensive income net of tax 1 | |||
| IFRS earnings per share | |||
Basic | 7 | ||
Diluted | 7 | ||
Adjusted earnings per share 2 | |||
Basic | 7 | ||
Diluted | 7 |
1 Wholly attributable to equity shareholders of Primary Health Properties PLC.
2 See Glossary of Terms on pages 172 to 174.
The above relates wholly to continuing operations.
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Group balance sheet
at 31 December 2025
| 2025 | 2024 | ||
| Notes | £m | £m | |
| Non-current assets | |||
Investment properties | 10 | ||
Investment in joint ventures, associates and other investments | 9 | ||
Intangible assets | |||
Property, plant and equipment | |||
Derivative interest rate swaps | 16 | ||
| Current assets | |||
Trade and other receivables | 11 | ||
Development work in progress | |||
Properties held for sale | 10 | ||
Cash and cash equivalents | 12 | ||
Total assets | |||
| Current liabilities | |||
Deferred rental income | ( | ( | |
Trade and other payables | 13 | ( | ( |
Borrowings: term loans and overdraft | 14a | ( | ( |
Borrowings: bonds | 14b | ( | |
Head lease liabilities | 15 | ( | |
( | ( | ||
| Non-current liabilities | |||
Borrowings: term loans and overdraft | 14a | ( | ( |
Borrowings: bonds | 14b | ( | ( |
Head lease liabilities | 15 | ( | ( |
Trade and other payables | 13 | ( | ( |
Derivative interest rate swaps | 16 | ( | |
Deferred tax liability | ( | ( | |
( | ( | ||
Total liabilities | ( | ( |
| 2025 | 2024 | ||
| Notes | £m | £m | |
Net assets | |||
| Equity | |||
Share capital | 18 | ||
Share premium account | 19 | ||
Merger and other reserves | 20 | ||
Hedging reserve | 21 | ( | ( |
Retained earnings | 22 | ||
Total equity 1 | |||
| Net asset value per share | |||
IFRS net assets – basic and diluted | 7 | ||
Adjusted net tangible assets 2 – basic | 7 | ||
Adjusted net tangible assets 2 – diluted | 7 |
1 Wholly attributable to equity shareholders of Primary Health Properties PLC.
2 See Glossary of Terms on pages 172 to 174.
Registered in England Number: 3033634
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Group cash flow statement
for the year ended 31 December 2025
| 2025 | 2024 | ||
| Notes | £m | £m | |
| Operating activities | |||
Profit after taxation | |||
| Adjustments to reconcile to operating profit | |||
| before financing costs: | |||
Taxation charge | 6 | ||
Finance costs including early termination fees | 5a | ||
| Fair value loss on derivative interest rate swaps | |||
and amortisation of hedging reserve | 5b | ||
Fair value loss on convertible bond | 5c | ||
Exceptional loan arrangement fees | |||
Operating profit before financing costs | |||
| Adjustments to reconcile Group operating profit | |||
before financing costs to net cash flows from operating activities: | |||
Revaluation (gain)/deficit on property portfolio | 10 | ( | |
Amortisation of intangible assets | |||
Fixed rent uplifts | ( | ||
Increase in trade and other receivables | ( | ( | |
Decrease in trade and other payables | ( | ( | |
Net cash flow from operating activities | |||
| Investing activities | |||
| Payments to acquire and improve investment | |||
properties and non-current assets | ( | ( | |
Disposal of investment properties | |||
| Investment in joint ventures, associates | |||
and other investments | |||
Cash paid for Assura, including transaction costs | 25 | ( | |
Cash acquired on acquisition of Assura | |||
Net cash flow used in investing activities | ( | ( |
| 2025 | 2024 | ||
| Notes | £m | £m | |
| Financing activities | |||
Term bank loan drawdowns | 14 | ||
Term bank loan/ bond repayments | 14 | ( | ( |
Proceeds from bond issues | 14 | ||
Loan/bond arrangement and early termination fees | ( | ( | |
Purchase of derivatives financial instruments | ( | ||
Net interest paid and similar charges | ( | ( | |
Special dividend paid to Assura’s shareholders | ( | ||
Equity dividends paid | 8 | ( | ( |
Net cash flow from financing activities | ( | ||
Increase in cash and cash equivalents for the year | |||
Cash and cash equivalents at start of year | |||
Cash and cash equivalents at end of year | 12 |
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Group statement of changes in equity
for the year ended 31 December 2025
| Merger | ||||||
| Share | Share | and other | Hedging | Retained | ||
| capital | premium | reserves | reserve | earnings | Total | |
| £m | £m | £m | £m | £m | £m | |
1 January 2025 | ( | |||||
Profit for the year | ||||||
Other comprehensive income | ||||||
| Amortisation of hedging | ||||||
reserve | ||||||
Exchange gain on translation of foreign | ||||||
balances | ||||||
Total comprehensive income | ||||||
| Shares issued in relation | ||||||
to Assura acquisition | ||||||
| Share-based awards | ||||||
(LTIP) | ||||||
Dividends paid | ( | ( | ||||
31 December 2025 | ( |
| Merger | ||||||
| Share | Share | and other | Hedging | Retained | ||
| capital | premium | reserves | reserve | earnings | Total | |
| £m | £m | £m | £m | £m | £m | |
1 January 2024 | ( | |||||
Profit for the year | ||||||
Other comprehensive income | ||||||
| Amortisation of hedging | ||||||
reserve | ||||||
Total comprehensive income | ||||||
Dividends paid | ( | ( | ||||
31 December 2024 | ( |
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Notes to the Group financial statements
1. Corporate information
The Group’s financial statements for the year ended 31 December 2025 were approved by the Board of
Directors on 16 March 2026 and the Group Balance Sheet was signed on the Board’s behalf by
the Chief Financial Officer, Richard Howell. Primary Health Properties PLC is a public limited company
incorporated in England and Wales and domiciled in the United Kingdom , limited by shares. The
Company’s Ordinary Shares are admitted to the Official List of the UK Listing Authority, a division
of the Financial Conduct Authority, and traded on the London Stock Exchange.
2. Accounting policies
2.3 Summary of significant accounting policies
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Notes to the Group financial statements continued
2. Accounting policies continued
2.3 Summary of significant accounting policies continued
Primary Health Properties PLC Annual Report 2025
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Strategic report Governance Financial statements Shareholder information
Notes to the Group financial statements continued
2. Accounting policies continued
2.3 Summary of significant accounting policies continued
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Strategic report Governance Financial statements Shareholder information
Notes to the Group financial statements continued
2. Accounting policies continued
2.3 Summary of significant accounting policies continued
De-recognition of financial assets and liabilities continued
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Notes to the Group financial statements continued
2. Accounting policies continued
2.3 Summary of significant accounting policies continued
Fair value measurements continued
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Notes to the Group financial statements continued
2. Accounting policies continued
2.4 Significant accounting estimates and judgements continued
| Less than | One to | Two to | Three to | Four to | More than | ||
| one year | two years | three years | four years | five years | five years | Total | |
| £m | £m | £m | £m | £m | £m | £m | |
2025 | 322 | 303 | 287 | 265 | 243 | 2,264 | 3,684 |
2024 | 146 | 139 | 131 | 124 | 114 | 773 | 1,427 |
| 2025 | 2024 | |
| £m | £m | |
| Administrative expenses including: | ||
Staff costs (Note 4a) | 13 | 8 |
Directors’ fees | 1 | 1 |
| Audit fees | ||
| Fees payable to the Company’s auditor and its associates for the audit | ||
of the Company’s annual accounts | 0.8 | 0.5 |
| Fees payable to the Company’s auditor and its associates for the audit | ||
of the Company’s subsidiaries | 0.2 | 0.1 |
Total audit fees | 1.0 | 0.6 |
Total audit and assurance services | 1.0 | 0.6 |
| Non-audit fees | ||
| Fees payable to the Company’s auditor and its associates | ||
for the interim review | 0.1 | 0.1 |
Total non-audit fees | 0.1 | 0.1 |
Total fees | 1.1 | 0.7 |
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Notes to the Group financial statements continued
4. Group operating profit continued
| 2025 | 2024 | |
| £m | £m | |
Wages and salaries | 13 | 8 |
| Less staff costs capitalised in respect of development and asset | ||
management projects | (2) | (2) |
Social security costs and pension costs | 1 | 1 |
Equity-settled share-based payments | 1 | 1 |
13 | 8 |
| 2025 | 2024 | |
| Key management personnel | £m | £m |
Wages and salaries | 3 | 2 |
| Less staff costs capitalised in respect of development and asset | ||
management projects | — | — |
Social security and pension costs | 1 | 1 |
Equity-settled share-based payments | — | — |
4 | 3 |
Scheme | Fair value measure |
Long Term Incentive Plan (“LTIP”) | Face value at grant date |
Save As You Earn (“SAYE”) | Face value at grant date |
| 2025 | 2024 | |
| £m | £m | |
| Interest expense and similar charges on financial liabilities | ||
| a) Interest | ||
Bank loan interest | 54 | 30 |
Swap interest | (3) | (5) |
Bond interest | 26 | 21 |
Bank facility non-utilisation fees | 3 | 2 |
Bank charges and loan arrangement fees | 3 | 3 |
Net finance costs | 83 | 51 |
Interest capitalised | (1) | (1) |
82 | 50 | |
Amortisation of MedicX debt MtM on acquisition | (3) | (3) |
Amortisation of Assura debt MtM on acquisition | 9 | — |
88 | 47 |
| 2025 | 2024 | |
| £m | £m | |
| b) Derivatives | ||
Net fair value loss on interest rate swaps | 4 | 5 |
Amortisation of cash flow hedging reserve | 3 | 2 |
7 | 7 |
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Notes to the Group financial statements continued
5. Finance costs continued
| 2025 | 2024 | |
| £m | £m | |
| c) Convertible bond | ||
Fair value loss on existing convertible bond | 2 | 1 |
2 | 1 |
6. Taxation
a) Taxation charge in the Group Statement of Comprehensive Income
The taxation charge is made up as follows:
| 2025 | 2024 | |
| £m | £m | |
| Corporation tax | ||
UK corporation tax on non-property income | — | — |
Irish corporation tax | — | — |
Total corporation tax | — | — |
| Deferred tax | ||
Deferred tax on Irish activities | 3 | 6 |
Total deferred tax | 3 | 6 |
Total tax charge | 3 | 6 |
The UK corporation tax rate of 25% (2024: 25%) and the Irish corporation tax rate of 19% (2024: 19%)
have been applied in the measurement of the Group’s UK and Ireland related activities tax liability
at 31 December 2025.
b) Factors affecting the tax charge for the year
The tax assessed for the year is lower than (2024: lower than) the standard rate of corporation tax
in the UK. The differences are explained below:
| 2025 | 2024 | |
| £m | £m | |
Profit on ordinary activities before taxation | 122 | 47 |
Standard tax at UK corporation tax rate of 25% (2024: 25%) | 31 | 12 |
REIT exempt income | (54) | (17) |
Transfer pricing adjustment | 9 | 9 |
Non-taxable items | 13 | — |
Unrelieved losses arising | 4 | 1 |
Difference in Irish tax rates | — | 1 |
Taxation charge (Note 6a) | 3 | 6 |
Following the acquisition of Assura, the UK REIT rules continue to exempt the profits of the combined
Group’s property rental business from corporation tax.
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Notes to the Group financial statements continued
6. Taxation continued
Earnings per share
2025 | 2024 | |||||
| IFRS | Adjusted | EPRA | IFRS | Adjusted | EPRA | |
| earnings | earnings | earnings | earnings | earnings | earnings | |
| £m | £m | £m | £m | £m | £m | |
Profit after taxation | 119 | 119 | 119 | 41 | 41 | 41 |
| Adjustments to remove: | ||||||
Revaluation (gain)/deficit on property portfolio | — | (48) | (48) | — | 38 | 38 |
| Exceptional revaluation loss | ||||||
arising on the acquisition of Assura | — | 37 | 37 | — | — | — |
Fair value movement on derivatives | — | 7 | 7 | — | 7 | 7 |
| Fair value movement and issue | ||||||
costs on convertible bond | — | 2 | 2 | — | 1 | 1 |
Taxation charge | — | 3 | 3 | — | 6 | 6 |
Exceptional integration costs | — | 2 | 2 | — | — | — |
Exceptional loan amortisation costs | — | 2 | 2 | — | — | — |
Amortisation of intangible assets | — | 1 | 1 | — | 1 | 1 |
Early termination fees on bonds | — | — | — | — | 2 | 2 |
| Amortisation of MtM loss/(gain) | ||||||
on debt acquired | — | 6 | — | — | (3) | — |
Basic earnings | 119 | 131 | 125 | 41 | 93 | 96 |
Dilutive effect of convertible bond | — | — | — | — | 4 | 4 |
Diluted earnings | 119 | 131 | 125 | 41 | 97 | 100 |
Number of shares
| 2025 weighted average | 2024 weighted average | |||||
million | million | million | million | million | million | |
Ordinary Shares | 1,793 | 1,793 | 1,793 | 1,336 | 1,336 | 1,336 |
Dilutive effect of convertible bond | — | — | — | — | 120 | 120 |
Diluted Ordinary Shares | 1,793 | 1,793 | 1,793 | 1,336 | 1,456 | 1,456 |
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Notes to the Group financial statements continued
7. Earnings per share continued
Number of shares continued
Profit/(loss) per share attributable to shareholders:
2025 | 2024 | |||||
| IFRS | Adjusted | EPRA | IFRS | Adjusted | EPRA | |
| pence | pence | pence | pence | pence | pence | |
Basic | 6.6 | 7.3 | 6.9 | 3.1 | 7.0 | 7.2 |
Diluted | 6.6 | 7.3 | 6.9 | 3.1 | 6.7 | 6.9 |
In the year ended 31 December 2024 the effect of the convertible bond was excluded from the diluted
profit and weighted average diluted number of shares when calculating IFRS diluted profit per share
because it was anti-dilutive. The convertible bond was fully redeemed on 15 July 2025.
31 December 2025 | 31 December 2024 | |||||
| IFRS | Adjusted | EPRA | IFRS | Adjusted | EPRA | |
| £m | £m | £m | £m | £m | £m | |
Net assets attributable to shareholders | 2,554 | 2,554 | 2,554 | 1,376 | 1,376 | 1,376 |
Deferred tax | — | 13 | 13 | — | 9 | 9 |
Intangible assets | — | (4) | (4) | — | (5) | (5) |
| Cumulative convertible bond | ||||||
fair value movement | — | — | — | — | (2) | (2) |
| MtM on MedicX debt net | ||||||
of amortisation | — | 22 | — | — | 25 | — |
| MtM on Assura debt net | ||||||
of amortisation | — | (124) | — | — | — | — |
MtM on fixed rate debt | — | 231 | — | — | 125 | — |
Net tangible assets (“NTA”) | 2,554 | 2,692 | 2,563 | 1,376 | 1,528 | 1,378 |
Intangible assets | — | — | 4 | — | — | 5 |
Real estate transfer taxes | — | — | 397 | — | — | 181 |
Net reinstatement value (“NRV”) | 2,554 | 2,692 | 2,964 | 1,376 | 1,528 | 1,564 |
Fixed rate debt and swap MtM value | — | — | 129 | — | — | 149 |
Deferred tax | — | — | (13) | — | — | (9) |
| Cumulative convertible bond | ||||||
fair value movement | — | — | — | — | — | 2 |
Real estate transfer taxes | — | — | (397) | — | — | (181) |
Net disposal value (“NDV”) | 2,554 | 2,692 | 2,683 | 1,376 | 1,528 | 1,525 |
31 December 2025 | 31 December 2024 | |||||
million | million | million | million | million | million | |
Issued share capital | 2,595 | 2,595 | 2,595 | 1,336 | 1,336 | 1,336 |
31 December 2025 | 31 December 2024 | |||||
| IFRS | Adjusted | EPRA | IFRS | Adjusted | EPRA | |
| pence | pence | pence | pence | pence | pence | |
Net tangible assets (“NTA”) | 98 | 104 | 99 | 103 | 114 | 103 |
Net reinstatement value (“NRV”) | — | — | 114 | — | — | 117 |
| Net disposal value (“NDV”) | — | — | 103 | — | — | 114 |
31 December 2025 | 31 December 2024 | |||||
| IFRS | Adjusted | EPRA | IFRS | Adjusted | EPRA | |
| pence | pence | pence | pence | pence | pence | |
Net tangible assets (“NTA”) | 98 | 104 | 99 | 105 | 115 | 103 |
Net reinstatement value (“NRV”) | — | — | 114 | — | — | 117 |
| Net disposal value (“NDV”) | — | — | 103 | — | — | 114 |
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Notes to the Group financial statements continued
7. Earnings per share continued
Headline earnings per share
The JSE listing conditions require the calculation of headline earnings (calculated in accordance with
Circular 1/2021 – Headline Earnings as issued by the South African Institute of Chartered Accountants)
and disclosure of a detailed reconciliation of headline earnings to the earnings numbers used in the
calculation of basic earnings per share in accordance with the requirements of IAS 33 Earnings per
share. Disclosure of headline earnings is not a requirement of IFRS.
| 2025 | 2024 | |
| Reconciliation of profit for the period to headline earnings | £m | £m |
Basic earnings | 119 | 41 |
| Adjustments to calculate headline earnings: | ||
Amortisation of intangible assets | 1 | 1 |
Revaluation (gain)/deficit | (48) | 38 |
Exceptional revaluation arising on the acquisition of Assura | 37 | — |
Deferred tax on Irish activities | 3 | 6 |
Headline earnings | 112 | 86 |
Fair value loss on derivative financial instruments and convertible bond | 8 | 8 |
Non-recurring items | 10 | (1) |
Adjusted earnings | 130 | 93 |
Diluted basic earnings | 119 | 41 |
Diluted headline earnings | 112 | 91 |
Basic earnings per share | 6.6 | 3.1 |
Headline earnings per share | 6.2 | 6.5 |
Adjusted earnings per share | 7.3 | 7.0 |
Diluted basic earnings per share | 6.6 | 3.1 |
Diluted headline earnings per share | 6.2 | 6.3 |
Reconciliation of profit for the period to headline earnings | 2025 | 2024 |
Number of shares | 2,595 | 1,336 |
Weighted average number of Ordinary Shares for headline, basic and adjusted earnings per share | 1,793 | 1,336 |
Weighted average number of Ordinary Shares for diluted basic and headline earnings per share | 1,793 | 1,456 |
| 2025 | 2024 | |
| £m | £m | |
Quarterly interim dividend paid 21 February 2025 | 23 | — |
Quarterly interim dividend paid 9 May 2025 | 24 | — |
Quarterly interim dividend paid 15 August 2025 | 24 | — |
Quarterly interim dividend paid 21 November 2025 | 46 | — |
Quarterly interim dividend paid 23 February 2024 | — | 23 |
Quarterly interim dividend paid 17 May 2024 | — | 23 |
Quarterly interim dividend paid 16 August 2024 | — | 23 |
Quarterly interim dividend paid 22 November 2024 | — | 22 |
Total dividends distributed in the year | 117 | 91 |
Per share | 7.1p | 6.9p |
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Notes to the Group financial statements continued
| 2025 | |
| £m | |
Investments in joint ventures | 55 |
Other investments | 3 |
| 58 |
Name | Equity interest | JV partner |
Pennine Property Partnership LLP | 50% | Calderdale and Huddersfield NHS |
| Foundation Trust | ||
Theia Investments LLP | 50% | Modality Partnership |
Health Properties LP | 20% | Universities Superannuation Scheme |
| 2025 | |
| £m | |
| Costs | |
At 12 August | 54 |
Additions | 1 |
Share of profit for the period from 12 August to 31 December | 1 |
Dividends received | (1) |
At 31 December | 55 |
| Health Properties | Other joint | |||
| LP (20%) | ventures (50%) | Total 2025 | Group share 2025 | |
| £m | £m | £m | £m | |
Net rental income | 4 | — | 4 | 1 |
Administrative expenses | (1) | — | (1) | — |
Net finance costs | — | — | — | — |
EPRA earnings | 3 | — | 3 | 1 |
Revaluation (deficit)/gain | 1 | — | 1 | — |
Profit | 4 | — | 4 | 1 |
Share of profit | 1 | — | 1 | 1 |
| Health Properties | Other joint | |||
| LP (20%) | ventures (50%) | Total 2025 | Group share 2025 | |
| £m | £m | £m | £m | |
Non-current assets | 176 | 27 | 203 | 49 |
Current assets | 13 | 2 | 15 | 4 |
Current liabilities | (11) | (1) | (12) | (3) |
Non-current liabilities | — | (15) | (15) | (7) |
Net assets | 178 | 13 | 191 | 43 |
Share of net assets | 36 | 7 | 43 | — |
Loan advancements | — | 12 | 12 | 12 |
Net investments | 36 | 19 | 55 | 55 |
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Notes to the Group financial statements continued
9. Investment in joint ventures and associates and other investments continued
Other investments continued
| 2025 | |
| £m | |
| Costs | |
At 12 August | 3 |
At 31 December | 3 |
10. Investment properties and investment properties under construction
Properties have been independently valued at fair value by Avison Young (UK) Limited, Knight Frank
LLP, CBRE, Jones Lang LaSalle Inc and Cushman & Wakefield, chartered surveyors and valuers, as at
the balance sheet date in accordance with accounting standards. The valuers have confirmed that they
have valued the properties in accordance with the Practice Statements in the RICS Appraisal and
Valuation Standards 2025 (the “Red Book”). We applied fair value methodology across the enlarged
group in accordance with RICS. The valuers are appropriately qualified and have sufficient market
knowledge and relevant experience of the location and category of investment property and have had
full regard to market evidence when determining the values. The properties are 98.6% let (2024: 99.1%).
The valuations reflected a 5.39% (2024: 5.22%) net initial yield and a 5.66% (2024: 5.27%) true
equivalent yield. Where properties have outstanding rent reviews, an estimate is made of the likely rent
on review in line with market expectations and the knowledge of the valuers.
In accordance with IAS 40, investment properties under construction have also been valued at fair
value by the valuers. In determining the fair value, the valuers are required to value development
property as if complete, deduct the costs remaining to be paid to complete the development and
consider the significant risks which are relevant to the development process including, but not limited
to, construction and letting risks and the impact they may have on fair value. In the case of the Group’s
portfolio under construction, where the sites are pre-let and construction risk remains with the builder/
developer, the valuers have deemed that the residual risk to the Group is minimal. As required by the
Red Book, the valuers have deducted the outstanding cost to the Group through to the completion of
construction of £50 million (2024: £3 million) in arriving at the fair value to be included in the financial
statements.
In addition to the above, capital commitments have been entered into amounting to £6 million
(2024: £34 million) which have not been provided for in the financial statements.
A fair value increase of £6 million (2024: decrease of £1 million) in respect of investment property under
construction has been recognised in the Group Statement of Comprehensive Income, as part of the
overall total net valuation gain on the property portfolio in the year, excluding exceptional items and
profit on sale of properties, of £47 million (2024: £38 million loss).
Of the £5,889 million (2024: £2,750 million) valuation, £5,528 million (93.9%) (2024: £2,494.8 million)
relates to investment properties in the UK and £361 million (6.1%) (2024: £255.3 million) relates to
investment properties in Ireland.
In line with the accounting policies, the Group assessed whether the acquisitions during the year
were asset purchases or business combinations (see Notes 1 and 25).
| Investment | ||||
| Investment | Investment | properties – | ||
| properties – | properties – | under | ||
freehold 2 | long leasehold | construction | Total | |
| £m | £m | £m | £m | |
As at 1 January 2025 | 2,165 | 577 | 8 | 2,750 |
Property additions 1 | 2,479 | 607 | 29 | 3,115 |
Disposals | (4) | — | — | (4) |
Completed development transfers | 10 | 4 | (14) | — |
Impact of lease incentive adjustment | 5 | 1 | — | 6 |
Foreign exchange movements | 12 | 4 | — | 16 |
Lease ground rent adjustment | — | 5 | — | 5 |
4,667 | 1,198 | 23 | 5,888 | |
Revaluations for the year | 32 | 9 | 6 | 47 |
Exceptional revaluation loss on Assura acquisition 3 | (30) | (7) | — | (37) |
| Properties held for sale | ||||
(reclassified to current assets) | (7) | — | — | (7) |
As at 31 December 2025 | 4,662 | 1,200 | 29 | 5,891 |
1 Property additions include the acquisition of Assura property assets at a valuation of £3,021 million less consideration fair
value adjustment of £5 million, Assura acquisition costs of £42 million (see Note 25) and other acquisitions and capital
expenditure of £57 million.
2 Includes development land held at £1 million (31 December 2024: £1 million).
3 The £37 million exceptional revaluation loss arising on the Assura acquisition represents transaction costs of £42 million
less £5 million discount between the total consideration paid and the fair value of the net assets acquired.
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Notes to the Group financial statements continued
10. Investment properties and investment properties under construction
continued
| Investment | ||||
| Investment | Investment | properties – | ||
| properties – | properties – | under | ||
freehold 2 | long leasehold | construction | Total | |
| £m | £m | £m | £m | |
As at 1 January 2024 | 2,195 | 583 | 1 | 2,779 |
Property additions | 14 | — | 8 | 22 |
Impact of lease incentive adjustment | — | 2 | — | 2 |
Foreign exchange movements | (10) | (2) | — | (12) |
2,199 | 583 | 9 | 2,791 | |
Revaluations for the year | (31) | (6) | (1) | (38) |
| Properties held for sale | ||||
(reclassified to current assets) | (3) | — | — | (3) |
As at 31 December 2024 | 2,165 | 577 | 8 | 2,750 |
Valuation techniques
Under the market comparable approach, a property’s fair value is estimated based on comparable
transactions on an arm’s length basis, using certain unobservable inputs. These inputs are detailed below.
Unobservable input: estimated rental value (“ERV”)
The rent at which space could be let in the market conditions prevailing at the date of valuation. ERV is
also used in determining expected rental uplift on outstanding rent reviews.
2025 | 2024 | |
ERV – range of the portfolio | £9,500–£7,820,000 | £29,000–£1,515,482 |
| per annum | per annum |
Unobservable input: equivalent yield
The equivalent yield is defined as the internal rate of return of the cash flow from the property,
assuming a rise to ERV at the next review date, but with no further rental growth.
2025 | 2024 | |
True equivalent yield – range of the portfolio | 0.55%–18.95% | 2.80%–13.43% |
Unobservable input: physical condition of the property
The properties are physically inspected by the valuers on a three-year rotating basis.
Unobservable input: net initial yield (“NIY”)
The NIY is the annualised rental income based on the cash rents passing at the balance sheet date,
less non-recoverable property operating expenses, divided by the market value of the property,
increased with (estimated) purchaser’s costs.
Unobservable input: rental growth
The estimated average increase in rent based on both market estimations and contractual situations.
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Notes to the Group financial statements continued
10. Investment properties and investment properties under construction
continued
Sensitivity of measurement of significant unobservable inputs
During 2025 the Group experienced a 17bps increase in the portfolio net initial yield, with 14bps of this
movement reflecting the change in the portfolio composition following the Assura merger. The true
movement in the period of 3bps reduced investment property by £24 million (0.4% reduction), before
reflecting gains as a result of rental growth and asset management projects. We have therefore
applied the following sensitivities:
• A decrease in the estimated annual rent will decrease the fair value. A 2% decrease/increase in
annual rent would result in an approximately £118 million decrease/increase in the investment
property valuation.
• A decrease in the equivalent yield will increase the fair value. A 25bps shift of equivalent yield would
have an approximately £270 million impact on the investment property valuation, either an increase
or decrease.
• A deterioration in the physical condition of the property will decrease the fair value.
• An increase in the net initial yield will decrease fair value. A further 25bps shift in the net initial yield
would have an approximately £261 million impact on the investment property valuation, either an
increase or decrease.
| 2025 | 2024 | |
| £m | £m | |
Trade receivables (net of loss allowance) | 38 | 16 |
Prepayments and accrued income | 12 | 10 |
Other debtors | 2 | 1 |
52 | 27 |
| 2025 | 2024 | |
| £m | £m | |
Cash held at bank | 20 | 4 |
20 | 4 |
| 2025 | 2024 | |
| £m | £m | |
| Non-current liabilities | ||
Other payables | 8 | 3 |
8 | 3 | |
| Current liabilities | ||
Trade payables | 9 | 2 |
Bank and bond loan interest accrual | 23 | 8 |
Other payables | 27 | 8 |
VAT | 11 | 7 |
Accruals | 23 | 6 |
93 | 31 |
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Notes to the Group financial statements continued
Facility | Amounts drawn | Undrawn | |||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||
| Expiry date | £m | £m | £m | £m | £m | £m | |
| Current | |||||||
RBS overdraft | Jun 2026 | 5 | 5 | — | 1 | 5 | 4 |
Aviva MXF loan | Sep 2033 | 3 | 3 | 3 | 2 | — | — |
NatWest loan | Oct 2026 | 100 | — | 6 | — | 94 | — |
108 | 8 | 9 | 3 | 99 | 4 | ||
| Non-current | |||||||
Backstop facility | Aug 2027 | 1,000 | — | 999 | — | 1 | — |
Aviva loan | Oct 2036 | 200 | 200 | 200 | 200 | — | — |
Aviva loan | Nov 2028 | 75 | 75 | 75 | 75 | — | — |
Barclays facility | Oct 2027 | 170 | 170 | 105 | 105 | 65 | 65 |
HSBC facility | Dec 2027 | 100 | 100 | 7 | 39 | 93 | 61 |
Lloyds facility | Oct 2027 | 100 | 100 | — | 19 | 100 | 81 |
NatWest facility | Oct 2026 | — | 100 | — | 33 | — | 67 |
Santander facility | Jan 2027 | 50 | 50 | — | 24 | 50 | 26 |
Aviva MXF loan | Sep 2033 | 215 | 218 | 215 | 218 | — | — |
Aviva MXF loan | Sep 2028 | 31 | 31 | 31 | 31 | — | — |
| Barclays | |||||||
Assura loan 1 | Oct 2027 | 266 | — | 266 | — | — | — |
| Assura club | |||||||
facility 1 | Aug 2027 | 200 | — | — | — | 200 | — |
2,407 | 1,044 | 1,898 | 744 | 509 | 300 | ||
Total | 2,515 | 1,052 | 1,907 | 747 | 608 | 304 |
| 2025 | 2024 | |
| £m | £m | |
Term loans drawn: due within one year | 9 | 3 |
Term loans drawn: due in greater than one year | 1,898 | 744 |
Total term loans drawn | 1,907 | 747 |
Plus: MtM on loans net of amortisation | 20 | 23 |
Less: unamortised borrowing costs | (11) | (10) |
Total term loans per the Group Balance Sheet | 1,916 | 760 |
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Notes to the Group financial statements continued
14. Borrowings continued
| 2025 | 2024 | |
| £m | £m | |
| Unsecured: | ||
Convertible bond July 2025 at fair value | — | 148 |
Assura public bond 2028 1 | 300 | — |
Assura public bond 2030 1 | 300 | — |
Assura public bond 2033 1 | 300 | — |
Assura US private placement 2034 1 | 60 | — |
€120 million Euro private placement 2032 | 105 | — |
Less: unamortised costs | (1) | — |
Plus: MtM on Assura loans net of amortisation | (124) | — |
Total unsecured bonds and private placements | 940 | 148 |
| Secured: | ||
Secured bond March 2027 | 100 | 100 |
€51 million Euro private placement December 2028–30 | 44 | 42 |
€70 million Euro private placement September 2031 | 61 | 58 |
€75 million Euro private placement February 2034 | 65 | 62 |
€47 million Euro private placement December 2033 | 42 | 40 |
Ignis loan note December 2028 | 50 | 50 |
Standard Life loan note September 2028 | 78 | 78 |
Less: unamortised bond issue costs | (3) | (3) |
Plus: MtM on MXF loans net of amortisation | 2 | 3 |
Total secured bonds and private placements | 439 | 430 |
Total bonds and private placements | 1,379 | 578 |
| 2025 | 2024 | |
| £m | £m | |
Opening balance – fair value | 148 | 147 |
Fair value movement in convertible bond | 2 | 1 |
Redeemed at par on maturity | (150) | — |
Closing balance – fair value | — | 148 |
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Notes to the Group financial statements continued
14. Borrowings continued
| 2025 | 2024 | |
| £m | £m | |
| Current liabilities: | ||
Term loans and overdrafts | 9 | 3 |
Bonds | — | 150 |
MtM on convertible bond | — | (2) |
Total current liabilities | 9 | 151 |
| Non-current liabilities: | ||
Term loans | 1,898 | 744 |
MtM on loans net of amortisation | 20 | 23 |
Less: unamortised loan issue costs | (11) | (10) |
Total non-current liabilities | 1,907 | 757 |
Bonds | 1,505 | 429 |
MtM on bonds net of amortisation | (122) | 3 |
MtM on convertible bond | — | — |
Less: unamortised bond issue costs | (4) | (3) |
Total non-current bonds | 1,379 | 429 |
Total borrowings | 3,295 | 1,337 |
| 2025 | 2024 | |
| £m | £m | |
Balance at 1 January | 1,346 | 1,325 |
| Changes from financing activities | ||
Proceeds from bond issues | 105 | — |
Term bank loan drawdowns | 1,531 | 307 |
New facilities drawn | 1,636 | 307 |
Repayments of mortgage principal | (2) | (2) |
Repayments of term bank loans | (1,099) | (277) |
Repayments of term loan borrowings | (1,101) | (279) |
Loan and bond interest paid | (74) | (50) |
Swap interest received | 2 | 6 |
Non-utilisation fees paid | (3) | (2) |
Purchase of derivative financial instrument | (5) | — |
Loan arrangement fees and early termination fees | (10) | (4) |
(90) | (50) | |
Total changes from financing cash flows | 445 | (22) |
| Other non-cash changes | ||
Debt acquired on Assura acquisition | 1,405 | — |
Loan and bond interest expense | 79 | 50 |
Swap interest income | (2) | (5) |
Fair value movement on derivatives interest rate swaps | 4 | 5 |
Fair value movement on convertible bond | 2 | 1 |
Amortisation of MtM of MXF acquired debt | (3) | (3) |
Amortisation of MtM of Assura acquired debt | 9 | — |
| Amortisation of debt issue costs, non-utilisation and early | ||
termination fees | (3) | 6 |
Exchange gain on translation of foreign balances | 13 | (11) |
Total other changes | 1,504 | 43 |
Balance at 31 December | 3,295 | 1,346 |
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Notes to the Group financial statements continued
| 2025 | 2024 | |
| £m | £m | |
Due within one year | 1 | — |
Due after one year | 12 | 3 |
Closing balance – fair value | 13 | 3 |
| 2025 | 2024 | |
| £m | £m | |
| Fair value of interest rate swaps not qualifying as cash flow | ||
| hedges under IAS 39: | ||
Current assets | — | — |
Non-current assets | 1 | — |
Current liabilities | — | — |
Non-current liabilities | (1) | — |
Total fair value of interest rate swaps | — | — |
| Fixed interest | ||||
Contract value | Product | Start date | Maturity | per annum % |
| 2025 | ||||
£50 million | Cap/floor | 20 January 2025 | 20 January 2027 | 3.000 |
£50 million | Collar | 20 January 2025 | 20 January 2027 | 3.000 |
£50 million | Swap | 20 January 2025 | 20 January 2027 | 3.000 |
£50 million | Swap | 20 January 2025 | 20 January 2027 | 3.000 |
£266 million | Swap | 5 August 2024 | 5 August 2026 | 4.418 |
| £466 million | ||||
| 2024 | ||||
€20 million (£16 million) | Euro cap | April 2023 | October 2025 | 2.000 |
€20 million (£17 million) | Euro cap | April 2023 | October 2025 | 2.000 |
€20 million (£17 million) | Euro cap | April 2023 | October 2025 | 2.000 |
| £50 million |
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Notes to the Group financial statements continued
17. Financial risk management continued
Facilities | Net debt drawn | |||
£m | % | £m | % | |
Fixed rate debt | 2,028 | 51 | 2,028 | 60 |
| Hedged by fixed rate interest | ||||
rate swaps 1 | 466 | 12 | 466 | 14 |
Total fixed rate debt | 2,494 | 63 | 2,494 | 74 |
Hedged by interest rate caps | — | — | — | — |
Floating rate debt – unhedged | 1,525 | 37 | 898 | 26 |
Total | 4,019 | 100 | 3,392 | 100 |
| Impact on | |||
| income | Total impact | ||
| statement | on equity | ||
| £m | £m | ||
| 2025 | |||
Sterling Overnight Index Average Rate | Increase of 50bps | (5) | (5) |
Sterling Overnight Index Average Rate | Decrease of 50bps | 5 | 5 |
| 2024 | |||
Sterling Overnight Index Average Rate | Increase of 50bps | (1) | (1) |
Sterling Overnight Index Average Rate | Decrease of 50bps | 1 | 1 |
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Notes to the Group financial statements continued
17. Financial risk management continued
Financial risk factors continued
c) Liquidity risk continued
| Three to | ||||||
| Less than | twelve | One to | More than | |||
| On demand | three months | months | five years | five years | Total | |
| £m | £m | £m | £m | £m | £m | |
| 2025 | ||||||
| Interest-bearing loans | ||||||
and borrowings | — | 36 | 107 | 2,325 | 1,412 | 3,880 |
Trade and other payables | 5 | 46 | 23 | 2 | 4 | 80 |
Lease liabilities | — | — | 1 | 3 | 24 | 28 |
5 | 82 | 131 | 2,330 | 1,440 | 3,988 | |
| 2024 | ||||||
| Interest-bearing loans | ||||||
and borrowings | — | 12 | 38 | 870 | 658 | 1,578 |
Trade and other payables | 4 | 16 | 5 | — | 2 | 27 |
Lease liabilities | — | — | — | 1 | 15 | 16 |
4 | 28 | 43 | 871 | 675 | 1,621 |
| Book value | Fair value | Book value | Fair value | |
| 2025 | 2025 | 2024 | 2024 | |
| £m | £m | £m | £m | |
| Financial assets | ||||
Trade and other receivables | 40 | 40 | 18 | 18 |
Other investments | 3 | 3 | — | — |
Interest rate swaps | 1 | 1 | — | — |
Cash and short term deposits | 20 | 20 | 4 | 4 |
| Financial liabilities | ||||
Interest-bearing loans and borrowings | (3,295) | (3,181) | (1,337) | (1,201) |
Interest rate swaps | (1) | (1) | — | — |
Trade and other payables | (80) | (80) | (26) | (26) |
Lease liabilities | (13) | (13) | (3) | (3) |
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Notes to the Group financial statements continued
17. Financial risk management continued
Financial risk factors continued
d) Market risk continued
| Level 1 | Level 2 | Level 3 | Total | |
| Recurring fair value measurements | £m | £m | £m | £m |
| Financial assets | ||||
Other investments | — | 3 | — | 3 |
Derivative interest rate swaps | — | 1 | — | 1 |
| Financial liabilities | ||||
Derivative interest rate swaps | — | (1) | — | (1) |
Secured bonds | (409) | — | — | (409) |
Unsecured bonds | (940) | — | — | (940) |
Fixed rate debt | — | (449) | — | (449) |
Floating rate debt | — | (1,383) | — | (1,383) |
| Level 1 | Level 2 | Level 3 | Total | |
| Recurring fair value measurements | £m | £m | £m | £m |
| Financial assets | ||||
Derivative interest rate swaps | — | — | — | — |
| Financial liabilities | ||||
Convertible bond | (148) | — | — | (148) |
Secured bonds | (395) | — | — | (395) |
Fixed rate debt | — | (437) | — | (437) |
Floating rate debt | — | (221) | — | (221) |
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Notes to the Group financial statements continued
17. Financial risk management continued
Financial risk factors continued
e) Capital risk management continued
| 2025 | 2024 | |
| Group loan to value ratio | £m | £m |
Fair value of completed investment properties | 5,860 | 2,739 |
Fair value of development properties | 29 | 8 |
Equity accounted for and other investments | 58 | — |
Ground rent recognised as finance leases | 13 | 3 |
5,960 | 2,750 | |
Interest-bearing loans and borrowings (with convertible bond at nominal value) | 3,412 | 1,327 |
Less cash held | (20) | (4) |
Nominal amount of interest-bearing loans and borrowings | 3,392 | 1,323 |
Group loan to value ratio | 57% | 48.% |
2025 | 2024 | |||
| Number – | Number – | |||
million | £m | million | £m | |
Balance at 1 January | 1,336 | 167 | 1,336 | 167 |
Shares issued in relation to the acquisition of Assura | 1,259 | 157 | — | — |
Balance at 31 December | 2,595 | 324 | 1,336 | 167 |
| Number | Price per share | Share capital | |
| Date | – millions | pence | £m |
14 August 2025 | 792 | 93.3 | 98 |
21 August 2025 | 74 | 93.9 | 9 |
28 August 2025 | 293 | 93.0 | 37 |
4 September 2025 | 30 | 89.5 | 4 |
11 September 2025 | 45 | 89.9 | 6 |
20 October 2025 | 25 | 92.6 | 3 |
Total/weighted average | 1,259 | 93.0 | 157 |
19. Share premium
| 2025 | 2024 | |
| £m | £m | |
Balance at 1 January | 479 | 479 |
Balance at 31 December | 479 | 479 |
| 2025 | 2024 | |
| £m | £m | |
| Capital reserve | ||
Balance at 1 January and 31 December | 2 | 2 |
| Foreign exchange translation reserve | ||
Balance at 1 January | — | — |
Exchange differences on translation of foreign balances | 3 | — |
Balance at 31 December | 3 | — |
| Merger reserve | ||
Balance at 1 January | 414 | 414 |
Premium on shares issued for the acquisition of Assura | 1,012 | — |
Balance at 31 December | 1,426 | 414 |
Balance of merger and other reserves at 31 December | 1,431 | 416 |
| 2025 | 2024 | |
| £m | £m | |
Balance at 1 January | (5) | (7) |
Amortisation of cash flow hedging reserve | 3 | 2 |
Balance at 31 December | (2) | (5) |
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22. Retained earnings
| 2025 | 2024 | |
| £m | £m | |
Balance at 1 January | 319 | 369 |
Retained profit for the year | 119 | 41 |
Dividends paid | (117) | (91) |
Share-based awards (“LTIP”) | 1 | — |
Balance at 31 December | 322 | 319 |
25. Asset acquisition
During the year the Company acquired the entire issued share capital of Assura for a total consideration
of £1,578 million which comprised shares in the Company and cash. Substantially all of the fair value of
the gross assets acquired is concentrated in a single asset group – primary health properties and other
health focused real estate – with Assura’s operations being solely the ownership of investment
properties and associated assets along with cash, leverage and working capital balances. The total
consideration has been allocated across the net assets acquired by fair valuing the cash, debt and
working capital balances with the difference between the total consideration paid and fair value of the
net assets acquired representing a price discount of £5 million and this has reduced the cost of the
investment property portfolio acquired. For more information on the acquisition refer to pages 26 to 27 of
the Financial Review.
Summary of assets and liabilities acquired
| £m | |
Investment property at fair value | 3,022 |
Assets held for sale | 4 |
Discount to cost on acquisition | (5) |
Investment property recognised on acquisition | 3,021 |
Investment in equity accounted and other investments | 57 |
Cash | 23 |
Third-party debt at fair value | (1,405) |
Other net assets and liabilities | (118) |
Total net assets acquired | 1,578 |
Consideration paid | £m |
Shares – 1,258.6 million at 93p | 1,171 |
Cash | 407 |
Total fair value of the consideration paid | 1,578 |
26. Subsequent events
Post year end, in January 2026, the Group disposed of a property in Swansea for a sale price of £5 million.
The property was included in properties held for sale in current assets as at 31 December 2025.
Notes to the Group financial statements continued
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Notes to the Group financial statements continued
Name | Companies House registration number |
GP Property One Ltd | 10801028 |
PHP SPV Limited | 12256431 |
PHP Primary Properties (Haymarket) Limited | 08304612 |
PHP Tradeco Holdings Limited | 09642987 |
PHP Health Solutions Limited | 06949900 |
PHP Tradeco Limited | 07685933 |
PHP Property Management Services Limited | 02877191 |
PHP Primary Care Developments Limited | 11862233 |
PHP Croft Limited | 13938144 |
PHP Bond Finance Limited | 08684414 |
PHP Clinics Limited | 08188277 |
PHP Development Holdings Limited | 14158160 |
Health Properties Midco Limited 1 | 15593017 |
Health Properties (No 1) Limited 1 | 15712869 |
Health Properties (No 2) UK Limited 1 | 15712878 |
Shotfield Development Business Partnership Limited 1 | 06789016 |
Assura Development Hub Limited 1 | 05824565 |
The 3P Development Limited 1 | 06910360 |
Assura Solaris Limited 1 | 15316551 |
Surgery Developments Limited 1 | 03902791 |
Assura (Haven Health) Limited 1 | 09446256 |
Assura Capital Projects Development Limited 1 | 04246800 |
Haven Health (Portsmouth) Limited 1 | 12363508 |
Sunfair Properties Limited 1 | 10969102 |
Haven Health (Shirley) Limited 1 | 08734059 |
Jelmac (Primary Care) Properties Limited 1 | 06755825 |
Assura Limited 1 | 09349441 |
Assura Management Services Limited 1 | 06452057 |
Assura Investments Limited 1 | 04677200 |
Assura Property Management Limited 1 | 06498391 |
Assura IH Limited 1 | 09468257 |
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Notes
2025
£m
2024
£m
Non-current assets
Investment in subsidiaries 8 2,499 865
Trade and other receivables 9 1,180 797
3,679 1,662
Current assets
Cash and cash equivalents 10 1 1
1 1
Total assets 3,680 1,663
Current liabilities
Trade and other payables 11 (314) (295)
Borrowings: bonds 12 — (151)
(314) (446)
Non-current liabilities
Borrowings: term loans and overdraft 12 (994) —
(994) —
Total liabilities (1,308) (446)
Net assets 2,372 1,217
Equity
Share capital 14 324 167
Share premium 479 479
Merger and other reserves 1,428 416
Retained earnings 15 141 155
Total equity 2,372 1,217
In accordance with the exemption allowed by Section 408(3) of the Companies Act 2006, the Company
has not presented its own Income Statement or Statement of Comprehensive Income.
The Company’s profit for the year was £109 million (2024: profit of £59 million).
These financial statements were approved by the Board of Directors on 16 March 2026 and signed on its behalf by:
Richard Howell
Chief Financial Officer
Share
capital
£m
Share
premium
£m
Merger
and other
reserves
£m
Retained
earnings
£m
Total
equity
£m
Profit attributable to equity holders — — — 109 109
Exchange gain on translation of
foreign balances — — — (7) (7)
Total comprehensive income — — — 102 102
Shares issued as part of
Assura acquisition 157 — 1,012 — 1,169
Share-based awards (LTIP) — — — 1 1
Dividends paid — — — (117) (117)
Share
capital
£m
Share
premium
£m
Merger
and other
reserves
£m
Retained
earnings
£m
Total
equity
£m
1 January 2024 167 479 416 179 1,241
Profit attributable to equity holders — — — 59 59
Exchange gain on translation of
foreign balances — — — 8 8
Total comprehensive income — — — 67 67
Share-based awards (LTIP) — — — — —
Dividends paid — — — (91) (91)
31 December 2024 167 479 416 155 1,217
Company balance sheet
at 31 December 2025
Registered in England Number: 3033634
Company statement of changes in equity
for the year ended 31 December 2025
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Strategic report Governance Financial statements Shareholder information
1. Accounting policies
The Company is a public limited company incorporated in England and Wales in accordance with the
Companies Act 2006, limited by shares. These financial statements are presented in Sterling because
that is the currency of the primary economic environment in which the Company operates.
Basis of accounting/statement of compliance
The Company meets the definition of a qualifying entity under Financial Reporting Standard 100 (“FRS 100”)
issued by the Financial Reporting Council. The financial statements have therefore been prepared in
accordance with FRS 101 Reduced disclosure framework as issued by the Financial Reporting Council.
As permitted by FRS 101, exemptions from applying the following requirements have been adopted:
• IFRS 7 Financial instruments: disclosures;
• IFRS 13 Fair value measurement, paragraphs 91 to 99;
• IAS 1 Presentation of financial statements, paragraphs 10(d), 10(f), 38 to 40, 76, 79(d) and 134 to 136;
• IAS 7 Statement of cash flows;
• IAS 24 Related party disclosures, paragraphs 17 and 18A; and
• IAS 36 Impairment of assets, paragraphs 130(f)(ii), 130(f)(iii), 134(d) to (f) and 135(c) to (e).
The Company has also taken advantage of the exemption from the requirements in IAS 24 Related
party disclosures to disclose related party transactions entered into between two or more members
of the Group where those party to the transaction are wholly owned by a member of the Group.
The financial statements have been prepared under the historical cost convention except for the
convertible bond.
Statement of Comprehensive Income
The Company has taken advantage of the exemption in the Companies Act from presenting a Company
Statement of Comprehensive Income together with related notes.
Cash Flow Statement
The Directors have taken advantage of the exemption in FRS 101 from including a Cash Flow Statement
in the financial statements on the grounds that a Consolidated Cash Flow Statement is presented in
the Group financial statements of PHP.
Income
Revenue is recognised in the financial statements as follows:
Interest income: Revenue is recognised as interest accrues using the effective interest method, which
is the rate that exactly discounts estimated future cash receipts through the expected life of the
financial instrument to the net carrying amount of the financial asset.
Dividends: Dividend income is recognised in the period in which it received Board approval and, hence,
when the Company’s right to the payment is established.
Investment in subsidiaries
Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group
obtains control, and continue to be consolidated until the date that such control ceases.
Investments in subsidiary undertakings are stated at cost in the Company’s Statement of Financial
Position less impairment. The carrying values of investments are reviewed for impairment when events
or changes in circumstances indicate the carrying value may not be recoverable.
Taxation
Taxation on the profit or loss for the period not exempt under UK REIT regulations comprises current
and deferred tax. Taxation is recognised in the Group Statement of Comprehensive Income except to
the extent that it relates to items recognised as direct movements in equity, in which case it is also
recognised as a direct movement in equity.
Current tax is the expected tax payable on any non-REIT taxable income for the period, using tax rates
enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in
respect of previous years.
Employee costs
The fair value of equity-settled share-based payments to employees is determined at the date of grant
and is expensed on a straight line basis over the vesting period, based on the Company’s estimate of
shares or options that will eventually vest. The fair value of awards is equal to the market value at
grant date.
2. Critical accounting judgements and key sources of estimation uncertainty
In the application of the Company’s accounting policies, which are described in Note 1, the Directors
are required to make judgements, estimates and assumptions about the carrying amounts of assets
and liabilities that are not readily apparent from other sources. The estimates and associated
assumptions are based on historical experience and other factors that are considered to be relevant.
Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimate is revised if the revision affects only that
period, or in the period of the revision and future periods if the revision affects both current and future
periods. No revisions were recognised in the period. There are no critical accounting judgements or key
sources of estimation uncertainty in the Company’s accounts.
3. Foreign currencies
The functional and presentation currency of the Company is Sterling. Transactions in currencies other
than Sterling are recognised at the applicable exchange rate ruling on the transaction date. Exchange
differences resulting from settling these transactions, or from retranslating monetary assets and liabilities
denominated in foreign currencies, are included in the Group Statement of Comprehensive Income.
Notes to the Company financial statements
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Strategic report Governance Financial statements Shareholder information
4. Revenue
The Company operates under one business segment and one geographical segment, being the holding
company of subsidiaries that invest in primary healthcare property within the United Kingdom and the
Republic of Ireland.
5. Staff costs
2025
£m
2024
£m
Wages and salaries, pension, bonus and social security costs 4 3
Equity-settled share-based payments 1 1
5 4
The Company operates a defined contribution pension scheme for all employees. The Company
contribution to the scheme during the year was £0.1 million (2024: £0.1 million), which represents the
total expense recognised through the income statement. As at 31 December 2025, there were no
contributions (2024: £nil) due in respect of the reporting period that had not been paid over to
the plan.
The average monthly number of Company employees was two (2024: two).
The Executive Directors and Non-executive Directors are the key management personnel. Full disclosure
of Directors’ emoluments, as required by the Companies Act 2006, can be found in the Remuneration
Report on pages 89 to 105.
The Company’s equity-settled share-based payments comprise the following:
Scheme Fair value measure
Long Term Incentive Plan (“LTIP”) Face value at grant date
Save As You Earn (“SAYE”) Face value at grant date
The Company expenses an estimate of how many shares are likely to vest based on the market price at
the date of grant, taking account of expected performance against the relevant performance targets
and service periods, which are discussed in further detail in the Remuneration Report.
6. Taxation
a) Taxation charge in the Group Statement of Comprehensive Income
The taxation charge is made up as follows:
2025
£m
2024
£m
Deferred tax charge 2 4
The Company holds an investment in an Irish Collective Asset Vehicle (“ICAV”). The ICAV does not pay
any Irish corporation tax on its profits but a 20% withholding tax is paid on distributions to owners.
b) Factors affecting the tax charge for the year
The tax assessed for the year is lower than (2024: lower than) the standard rate of corporation tax
in the UK. The differences are explained below:
2025
£m
2024
£m
(Loss)/profit on ordinary activities before taxation 112 63
Standard tax at UK corporation tax rate of 25% (2024: 25%) 28 16
Transfer pricing adjustments 1 1
Fair value loss on convertible bond — (1)
Non-taxable items (35) (18)
Impact of taxes in the Republic of Ireland 2 4
Loss relief 6 2
Taxation charge (Note 6a) 2 4
Notes to the Company financial statements continued
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7. Dividends
Amounts recognised as distributions to equity holders in the year:
2025
£m
2024
£m
Quarterly interim dividend paid 21 February 2025 23 —
Quarterly interim dividend paid 9 May 2025 24 —
Quarterly interim dividend paid 15 August 2025 24 —
Quarterly interim dividend paid 21 November 2025 46 —
Quarterly interim dividend paid 23 February 2024 — 23
Quarterly interim dividend paid 17 May 2024 — 23
Quarterly interim dividend paid 16 August 2024 — 23
Quarterly interim dividend paid 22 November 2024 — 22
Total dividends distributed in the year 117 91
Per share 7.1p 6.9p
See Note 9 in the Group financial statements for further details about the dividend proposed and
declared post year end.
8. Investment in subsidiaries
£m
As at 1 January 2025 865
Acquisition of Assura plc 1,620
ICAV recapitalisation 14
Impairment of subsidiary undertakings —
As at 31 December 2025 2,499
As at 1 January 2024 866
Incorporation of PHP Development Holdings Limited —
Incorporation of PHP Finance (Jersey No. 3) Limited —
ICAV recapitalisation 2
Impairment of subsidiary undertakings (3)
As at 31 December 2024 865
All subsidiaries of the Company are 100% owned and listed on the following pages. All are incorporated
in the UK and their registered office is Burdett House, 15–16 Buckingham Street, London WC2N 6DU,
except as noted.
Notes to the Company financial statements continued
Subsidiaries held directly by the Company
Name Principal activity Name Principal activity
Primary Health Investment Properties Limited Property investment/financing company PHP Finance (Jersey No 3) Limited
1
Issuer of bonds
Primary Health Investment Properties (No. 2) Limited Property investment PHP Bond Finance Limited Issuer of bonds
Primary Health Investment Properties (No. 3) Limited Property investment PHP Medical Investments Limited Property investment/financing company
PHP Healthcare (Holdings) Limited Investment holding PHP SB Limited Investment holding/issuer of bonds
Primary Health Investment Properties (No. 4) Limited Investment holding/financing company Primary Health Properties ICAV
2
Property investment/investment holding
PHIP (5) Limited Property investment/financing company Carden Medical Investments Limited
4
Property investment
PHP Finance (Jersey No 2) Limited
1
Issuer of bonds Chelmsley Associates Limited Property investment
PHP Euro Private Placement ML Ltd Property investment/financing company PHP STL Limited Investment holding/financing company
PHP SPV Limited Property investment PHP Euro Private Placement Limited Issuer of bonds
MXF Fund Limited
5
Investment holding PHP Primary Properties (Haymarket) Limited Subletting of leased real estate
PHP Development Holdings Limited Property investment PHP Tradeco Holdings Limited Investment holding
Axis Real Estate Group Limited
6
Investment holding PHP Health Solutions Limited Property investment
PHP Croft Limited Property investment Assura Limited
7
Investment holding
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8. Investment in subsidiaries continued
Subsidiaries held indirectly by the Company
Name Principal activity Name Principal activity
PHP (Bingham) Limited Property investment PHP Investments No. 2 Limited Property investment
Anchor Meadow Limited Property investment Leighton Health Limited Property investment
PHP AV Lending Limited Financing company PHP Clinics Limited Property investment
PHP Investments No. 1 Limited Property investment PHP Primary Properties Limited Property investment
PatientFirst Partnerships Limited Property investment Crestdown Limited Property investment
PHP Glen Spean Limited Property investment Primary Health Investment Properties (No. 6) Limited Property investment
PHP Empire Holdings Limited Property investment GP Property Limited
5
Investment holding
Health Investments Limited Property investment MXF Properties OM Limited Property investment
PatientFirst (Hinckley) Limited Property investment GPG No. 5 Limited Property investment
PatientFirst (Burnley) Limited Property investment GP Property One Ltd Property investment
PHP Investments (2011) Limited Property investment MXF Properties II Limited Property investment
PHIP (Chester) Limited Property investment MXF Properties IV Limited Property investment
MXF Properties I Limited
5
Property investment MXF Properties VI Limited
5
Property investment/issuer of bonds
MXF Properties III Limited Property investment MXF Properties VIII Limited
5
Property investment/issuer of bonds
MXF Properties V Limited
5
Property investment MXF GPG Holdings Limited
5
Property investment
MXF Properties VII Limited
5
Property investment/investment holding MXF (Fakenham) Limited Property investment
Primary Medical Property Investments Limited Property investment PHP Tradeco Limited Operations management
MXF Properties Ireland Limited
5
Property investment PHP Primary Care Developments Limited Property investment
MXF Properties IX Limited Investment holding/financing company Assura HC UK Limited
8
Property investment
PHP Property Management Services Limited Operations management Assura Health Investments Limited
8
Property investment
Axis Technical Services Limited
6
Property and facility management Assura Medical Centres Limited
8
Property investment
Assura (SC1) Ltd
8
Property investment Assura P2 Limited
8
Property investment
Assura (SC2) Limited
8
Property investment Assura P3 Limited
8
Property investment
Assura Aspire Limited
8
Property investment Assura P4 Limited
8
Property investment
Assura Aspire UK Limited
8
Property investment Meridian Medical Service Limited
8
Property investment
Assura (GHC) Ltd
8
Property investment Metro MRH Limited
8
Property investment
Assura HC Limited
8
Property investment Metro MRI Limited
8
Property investment
Assura P5 Limited
8
Property investment Metro MRM Limited
8
Property investment
Assura P6 Limited
8
Property investment Newton Healthcare Limited
8
Property investment
Assura PCP UK Limited
8
Property investment Park Medical Services Limited
8
Property investment
Assura Primary Care Properties Limited
8
Property investment PCC Investments (IE) Ltd (Ireland)
9
Property investment
Assura Properties Limited
8
Property investment Pentagon HS Limited
8
Property investment
Assura Properties UK Limited
8
Property investment Prospect Medical (Malvern) Limited
8
Property investment
Notes to the Company financial statements continued
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152
Strategic report Governance Financial statements Shareholder information
Name Principal activity Name Principal activity
Assura Trellech Limited
8
Property investment Assura Investments Limited
8
Investment holding
BHE (Heartlands) Limited
8
Property investment Assura Management Services Limited
8
Investment holding
BHE (St James) Limited
8
Property investment Assura P1 Limited
8
Property investment
Donnington Health Care Limited
8
Property investment Assura Property Management Limited
8
Property management
Haven Health (Portsmouth) Limited
8
Property investment Assura Solaris Limited
8
Property investment
Haven Health (Shirley) Limited
8
Property investment The 3P Development Limited
8
Investment holding
Jelmac (Primary Care) Properties Limited
8
Property investment Coatham Limited
10
Property investment
Malmesbury Medical Enterprise Limited
8
Property investment Rebourne Healthcare Ltd
8
Property investment
Medical Properties Limited
8
Property investment SJM Developments Limited
8
Property investment
Assura (Haven Health) Limited
8
Investment holding Surgery Developments Limited
8
Property investment
Assura Capital Projects Development Limited
8
Property investment Trinity Medical Properties Limited
8
Property investment
Assura Financing Plc
8
Investment holding/financing company Upton Community Health Care Limited
8
Property investment
Assura IH Limited
8
Investment holding
1 Subsidiary company registered in Jersey. Registered office: 3rd Floor, 44 Esplanade, St Helier, Jersey JE4 9WG.
2 An Irish Collective Asset-management Vehicle established in Ireland.
3 Subsidiary company registered in Ireland. Registered office: Riverside 1, Sir John Rogerson’s Quay, Dublin 2, Ireland.
4 Subsidiary company registered in Scotland. Registered office: 4th Floor, 20 Castle Terrace, Edinburgh, Scotland EH1 2EN.
5 Subsidiary company registered in Guernsey. Registered office: Oak House, Hirzel Street, St Peter Port, Guernsey GY1 1NP.
6 Subsidiary company registered in Ireland. Registered office: 12 Eastgate Way, Little Island, Co. Cork, Ireland.
7 Registered office: 3 Barrington Road, Altrincham, United Kingdom WA14 1GY.
8 Subsidiary acquired as part of acquisition of Assura registered in England. Registered office: 3 Barrington Road, Altrincham, United Kingdom WA14 1GY.
9 Subsidiary acquired as part of acquisition of Assura registered in Ireland. Registered office: Floor 3, Block 3, Miesian Plaza, Dublin 2 DO2 7754.
10 Subsidiary acquired as part of acquisition of Assura registered in Jersey. Registered office: 1st Floor, Liberation House, Castle Street, St Helier, Jersey JE1 1GL.
100% of all voting rights and Ordinary Shares are held directly or indirectly by the Company.
Notes to the Company financial statements continued
8. Investment in subsidiaries continued
Subsidiaries held indirectly by the Company continued
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9. Trade and other receivables
2025
£m
2024
£m
Non-current
Amounts due from Group undertakings 1,180 797
Current
Amounts due from Group undertakings — —
1,180 797
Based on the IFRS 9 expected credit loss model, a £4.7 million (2024: £5.3 million) impairment provision
was recognised on amounts due from Group undertakings. Expected credit loss is measured on a
twelve-month basis.
Amounts due from Group undertakings are unsecured, interest free and repayable on demand. The
amounts owed by Group undertakings are repayable on demand given there is no formal agreement
between the Group undertakings and there is no expectation that these amounts would be repaid within
twelve months, being the Group’s normal operating cycle, and therefore classified as non-current assets.
10. Cash at bank and in hand
2025
£m
2024
£m
Cash at bank and in hand 1 1
11. Trade and other payables
2025
£m
2024
£m
Current
Amounts owed to Group undertakings 289 285
Trade and other payables 25 10
314 295
Amounts owed to Group undertakings are unsecured, interest free and repayable on demand.
12. Borrowings
2025
£m
2024
£m
Borrowings: term loans and overdrafts 999 —
Unamortised loan arrangement fees (5) —
Intra-group loan with PHP Finance (Jersey No 2) Limited (Note 13) — 150
Option to convert (Note 13) — 1
994 151
13. Intra-group loan with PHP Finance (Jersey No 2) Limited
On 15 July 2019, PHP Finance (Jersey No 2) Limited (the “issuer”), a wholly owned subsidiary of the
Group, issued £150.0 million of 2.875% convertible bonds (the “bonds”) for a six-year term and if not
previously converted, redeemed or purchased and cancelled, the bonds were to be redeemed at par on
maturity. The proceeds were loaned to the Company and the Company has unconditionally and
irrevocably guaranteed the due and punctual performance by the issuer of all of its obligations
(including payments) in respect of the bonds. The bonds were redeemed at par on maturity in
July 2025 and the intercompany loan was settled.
Subject to their terms, the bonds were convertible into preference shares of the issuer which were
automatically transferred to the Company in exchange for Ordinary Shares in the Company or,
at the Company’s election, any combination of Ordinary Shares and cash.
The intra-group loan between the issuer and the Company arising from the transfer of the loan
proceeds was initially recognised at fair value, net of capitalised issue costs, and is accounted for using
the amortised cost method.
In addition to the intra-group loan, the Company had effectively entered into a derivative contract due
to its guarantee of the obligations of the issuer in respect of the bonds and the commitment to provide
shares or a combination of shares and cash on conversion of the bonds. This derivative contract was
included within the balance sheet as a liability carried at fair value through profit and loss.
See Note 14 in the Group financial statements for further details about the convertible bond.
Notes to the Company financial statements continued
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14. Share capital
Issued and fully paid at 12.5 pence each
2025 2024
Number
– million £m
Number
– million £m
As at 1 January 1,336 167 1,336 167
Shares issued in relation to the
acquisition of Assura 1,259 157 — —
As at 31 December 2,595 324 1,336 167
15. Retained earnings
2025
£m
2024
£m
As at 1 January 155 179
Profit for the year 109 59
Dividends paid (117) (91)
Exchange differences on translation of foreign balances (7) 8
Long Term Incentive Plan 1 —
As at 31 December 141 155
16. Contingent liabilities
The Company has guaranteed the performance of its subsidiaries in respect of development
agreements totalling £nil (2024: £nil). The Company is guarantor to several of its subsidiaries’
debt facilities totalling £1 billion (2024: £1.1 billion).
17. Related party transactions
Details of related party transactions are provided in the Directors’ Report, the Directors’ Remuneration
Report and Note 24 to the Group financial statements on page 146. The Directors are listed in the
Board of Directors section.
The Company has also taken advantage of the exemption from the requirements in IAS 24 Related
party disclosures to disclose related party transactions entered into between two or more members
of the Group where those party to the transaction are wholly owned by a member of the Group.
18. Subsequent events
There have been no significant events affecting the Company since the period ended 31 December 2025.
Notes to the Company financial statements continued
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155
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Wednesday, 29 April 2026 at 10:30 a.m. (UK time)/12:30 p.m. (South Africa time)
To be held at the offices of CMS Cameron McKenna Nabarro Olswang LLP at Cannon Place, 78 Cannon
Street, London EC4N 6AF.
THIS DOCUMENT AND THE ENCLOSED FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR
IMMEDIATE ATTENTION.
If you are in any doubt about the contents of this document or about what action you should take, you
should seek your own financial advice from your stockbroker or other independent adviser authorised
under the Financial Services and Markets Act, 2000 if you are resident in the United Kingdom or, if you
reside elsewhere, another appropriately authorised financial adviser.
If you have sold or otherwise transferred all of your ordinary shares of 12.5 pence each in the Company
(“Ordinary Shares”), please forward this document, together with the accompanying documents, as
soon as possible either to the purchaser or transferee or to the person who arranged the sale or
transfer so they can pass these documents to the person who now holds the Ordinary Shares.
Whether or not you propose to attend the Annual General Meeting (“AGM”), please complete and
submit a Form of Proxy in accordance with the instructions printed on the enclosed form.
The Form of Proxy must be received by the Company’s registrar, Equiniti Limited (“Equiniti”), by no later
than 10:30 a.m. (UK time)/12:30 p.m. (South Africa time) on 27 April 2026.
Primary Health Properties PLC
Incorporated and registered in England and Wales under number 03033634. Primary listing
on the London Stock Exchange and secondary listing on the Johannesburg Stock Exchange.
A map showing the location of the venue and how to get there is set out below.
Venue
The offices of CMS Cameron McKenna Nabarro Olswang LLP, Cannon Place, 78 Cannon Street,
London EC4N 6AF.
Travel information
Underground and rail
By train: Cannon Street station is serviced by the Southeastern train line.
By London Underground (tube)/Docklands Light Railway (“DLR”): It is approximately a three-minute
walk from Bank Station underground (tube) station on the Central, Waterloo & City and Northern lines.
Bank is also a DLR station. It is above Cannon Street underground (tube) station on the Circle and
District lines.
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St Paul’s
CANNON
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Mansion
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THAMES
STREET
STREET
SOUTHWARK BR.
Cannon St
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78
QUEEN
STREET
CHEAPSIDE
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KING WILLIAM ST
Notice of Annual General Meeting 2026
Primary Health Properties plc (the “Company”)
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LETTER FROM THE CHAIR
To all shareholders 16 March 2026
Notice of Annual General Meeting
Dear shareholder,
I am pleased to invite you to our 2026 Annual General Meeting (“AGM”), which will be held on
Wednesday, 29 April at 10:30 a.m. (UK time)/12:30 p.m. (South Africa time) as a hybrid meeting, with
shareholders invited to join physically at the offices of CMS Cameron McKenna Nabarro Olswang LLP
at Cannon Place, 78 Cannon Street, London EC4N 6AF or listen remotely via secure telephone line
(please see further below).
The formal Notice of AGM, which sets out the resolutions to be proposed and an explanation of the
resolutions, can be found on pages 156 to 170 of our 2025 Annual Report, which is available on our
website (www.phpgroup.co.uk).
Your vote and participation in the AGM are important to us. We strongly encourage you to vote on all
resolutions either electronically, in advance of the meeting, or by appointing the Chair as your proxy.
If you cast your vote by proxy in advance, this will not prevent you from voting on the day.
Actions to be taken in respect of the AGM
There is a secure telephone line so that shareholders can listen to the AGM and also ask any
questions relating to the business of the meeting. Please note you will not be able to vote by
telephone. If you would like to attend the meeting by telephone, please contact the Company
Secretary at cosec@phpgroup.co.uk. Requests must be received by no later than 10:30 a.m.
(UK time)/12:30 p.m. (South Africa time) on 27 April 2026.
The telephone line will open shortly before 10:30 a.m. (UK time)/12:30 p.m. (South Africa time) on the
day of the meeting. In order to access the meeting, in addition to your secure dial-in details, you will
need your Shareholder Reference Number, which can be found on your Form of Proxy/Voting
Instruction Form, Dividend Confirmation Statement or Share Certificate.
Unfortunately, there will not be a facility to vote by telephone. We recommend that shareholders
appoint the Chair of the meeting as their proxy and register a voting instruction using their Form of
Proxy/Voting Instruction Form ahead of the meeting. Details about how to vote are included in the
documents sent to you.
If you are unable to attend the AGM (whether in person or remotely) and vote on the day, the ways to
vote are as follows:
1. Register your vote electronically by creating an online portfolio via Equiniti Limited (‘Equiniti’) at
www.sharevote.co.uk. If you have already registered with Equiniti’s online portfolio service,
Shareview, you can submit your proxy by logging on to your portfolio at www.shareview.co.uk and
following the instructions. Please note that votes submitted electronically in this manner should be
submitted by no later than 10:30 a.m. (UK time)/12:30 p.m. (South Africa time) on 27 April 2026.
2. Appoint a proxy to vote on your behalf. Fill in the proxy form enclosed with this document (“Form of
Proxy”) and return it to Equiniti as detailed in Note 4 on page 169, appoint your proxy electronically
as detailed in Note 4, or if you are a CREST member, appoint your proxy through the CREST proxy
appointment service as detailed in Note 5 on page 169. Shareholders who wish to appoint a proxy
are recommended to appoint the Chair of the meeting as their proxy.
3. If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity
platform, a process which has been agreed by the Company and approved by Equiniti. For further
information regarding Proxymity, please go to www.proxymity.io. Before you can appoint a proxy
via this process, you will need to have agreed to Proxymity’s terms and conditions. It is important
that you read these carefully, as you will be bound by them and they will govern the electronic
appointment of your proxy.
Proxy appointments should be completed as soon as possible and must be received by 10:30 a.m.
(UK time)/12:30 p.m. (South Africa time) on 27 April 2026, whether this is via Proxymity or otherwise.
Voting electronically or the completion and return of the Form of Proxy will not prevent you from
attending and voting at the AGM, or any adjournment of the AGM, whether in person or remotely,
should you wish to do so. As all our resolutions at the AGM will be taken on a poll vote, so as to
accurately record all votes made either at the meeting or via proxy, shareholders attending the
meeting will be asked to vote their shares by poll. Full guidance will be given on the day. The results
of the AGM will be notified to the London and Johannesburg Stock Exchanges and posted on our
website as soon as possible after the AGM.
Recommendation
The Directors consider that the resolutions are in the best interests of the Company and are most likely
to promote the success of the Company for the benefit of shareholders as a whole. Accordingly, the
Directors unanimously recommend that you vote in favour of all the resolutions, as they intend to do so
in respect of their own beneficial holdings, which, as at 13 March 2026 (being the last practicable date
prior to publication of this document), amount in aggregate to 26,807,973 Ordinary Shares, representing
approximately 1.06 per cent. of the Ordinary Shares of the Company currently in issue.
On behalf of the Board, I thank you for your continued support.
Yours sincerely,
Harry Hyman
Non-executive Chair
Notice of Annual General Meeting 2026 continued
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NOTICE OF ANNUAL GENERAL MEETING
PRIMARY HEALTH PROPERTIES PLC
(incorporated and registered in England and Wales with registered number 03033634 with a primary
listing on the London Stock Exchange and secondary listing on the Johannesburg Stock Exchange)
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Primary Health Properties PLC
(the “Company”) will be held at the offices of CMS Cameron McKenna Nabarro Olswang LLP at
Cannon Place, 78 Cannon Street, London EC4N 6AF, on 29 April 2026 at 10:30 a.m. (UK time)/12:30 p.m.
(South Africa time) (the “AGM”). Shareholders will be asked to consider and, if thought fit, pass the
resolutions as set out below (the “Resolutions”). Resolutions 18 to 21 (inclusive) will be proposed as
special resolutions. All other Resolutions will be proposed as ordinary resolutions. Voting on the
Resolutions will be by way of a poll.
Ordinary resolutions
Resolution 1: Annual Report and Accounts
To receive the Company’s Annual Report and Accounts of the Directors of the Company (the
“Directors”) and of the auditor to the Company for the financial year ended 31 December 2025.
Resolution 2: Directors’ Remuneration Report
To approve the Directors’ remuneration report (excluding the Directors’ remuneration policy) as contained
in the Company’s Annual Report and Accounts for the financial year ended 31 December 2025.
Resolution 3: Dividend policy
To approve the Company’s dividend policy, as set out in the explanatory notes that accompany this
Notice of AGM.
Resolution 4: Scrip Dividend
That the Directors be and are hereby authorised, in accordance with the company’s Articles of
Association (the “Articles”):
(a) to offer the holders of ordinary shares of the 12.5 pence each in the capital of the Company
(“Ordinary Shares”), to the extent and in the manner determined by the Directors and pursuant to the
provisions of the Articles, the right to elect (in whole or part) to receive new Ordinary Shares (credited
as fully paid) instead of cash and to allot new Ordinary Shares pursuant to such offer, in respect of any
dividend as may be declared by the Directors from time to time. This authority shall continue for the
period ending on the date of the annual general meeting to be held in 2029, except that the Directors
shall be entitled to make an offer pursuant to this authority which would or might require Ordinary
Shares to be allotted after such time and the Company may allot such Ordinary Shares as if this
authority had not expired; and
(b) for the purposes of any offer made pursuant to paragraph (a) of this resolution, the Directors be and
are hereby authorised, in accordance with and subject to the Articles, to capitalise such amount
standing to the credit of any reserve account or the credit of the profit and loss account of the
Company as may be necessary and apply the same in paying up and allotting and issuing new Ordinary
Shares to the shareholders who have, or are deemed to have, validly accepted such an offer in
accordance with their respective entitlements.
Resolution 5: Re-appointment of the auditor
To re-appoint Deloitte LLP as auditor of the Company to hold office from the conclusion of this meeting
until the conclusion of the next general meeting of the Company at which accounts are laid before the
Company.
Resolution 6: Auditor’s remuneration
To authorise the Audit Committee of the Company, for and on behalf of the Directors, to determine the
remuneration of the auditor.
Resolution 7: Re-election of Harry Hyman
To re-elect Harry Hyman as a Director of the Company.
Resolution 8: Re-election of Mark Davies
To re-elect Mark Davies as a Director of the Company.
Resolution 9: Re-election of Richard Howell
To re-elect Richard Howell as a Director of the Company.
Resolution 10: Re-election of Ian Krieger
To re-elect Ian Krieger as a Director of the Company.
Resolution 11: Re-election of Ivonne Cantú
To re-elect Ivonne Cantú as a Director of the Company.
Resolution 12: Election of Jonathan Davies
To elect Jonathan Davies as a Director of the Company.
Resolution 13: Re-election of Laure Duhot
To re-elect Laure Duhot as a Director of the Company.
Resolution 14: Re-election of Dr Bandhana (Bina) Rawal
To re-elect Bina Rawal as a Director of the Company.
Resolution 15: Political expenditure or donations
To authorise the Company and its subsidiaries at any time during the period for which this Resolution
15 has effect for the purposes of Sections 366 and 367 of the Companies Act 2006 (“2006 Act”) to:
(a) make political donations to political parties or independent election candidates (as such terms
are defined in the 2006 Act), not exceeding £40,000 in aggregate;
(b) make political donations to political organisations other than political parties (as such terms
are defined in the 2006 Act), not exceeding £40,000 in aggregate; and
(c) incur political expenditure (as such term is defined in the 2006 Act), not exceeding £40,000
in aggregate,
during the period beginning with the date of the passing of this Resolution 15 and ending with the
conclusion of the next AGM of the Company (or, if earlier, on the date which is 15 months after the date of
this AGM) provided that the maximum amounts referred to in (a), (b) and (c) may comprise one or more
sums in different currencies which shall be converted at such rate as the Directors may determine.
Notice of Annual General Meeting 2026 continued
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Strategic report Governance Financial statements Shareholder information
NOTICE OF ANNUAL GENERAL MEETING continued
Ordinary resolutions continued
Resolution 16: Directors’ fees
That pursuant to article 93 of the Company’s articles of association, the amount of fees payable to the
Directors of the Company in each year shall not exceed an aggregate sum of £1,000,000.
Resolution 17: Authority to allot shares
That the Directors be and are hereby generally and unconditionally authorised in accordance with
Section 551 of the Companies Act 2006 (the “2006 Act”), in substitution for all existing authorities:
(A) to exercise all the powers of the Company to allot shares and to make offers or agreements to allot
shares in the Company or grant rights to subscribe for or to convert any security into shares in the
Company (together “Relevant Securities”) up to an aggregate nominal amount of £108,128,740;
and
(B) to exercise all the powers of the Company to allot equity securities (as defined in Section 560(1)
of the 2006 Act) up to an additional aggregate nominal amount of £108,128,740 provided that this
authority may only be used in connection with a pre-emptive offer (including an offer by way of
a rights issue or open offer) in favour of holders of Ordinary Shares and other persons entitled
to participate therein, where the equity securities respectively attributable to the interests of all
those persons at such record dates as the Directors may determine are proportionate (as nearly as
may be) to the respective numbers of equity securities held or deemed to be held by them or are
otherwise allotted in accordance with the rights attaching to such equity securities, subject
to such exclusions or other arrangements as the Directors may consider necessary or expedient
to deal with fractional entitlements or legal difficulties under the laws of any territory or the
requirements of a regulatory body or stock exchange by virtue of shares being represented
by depositary receipts or any other matter whatsoever,
PROVIDED that such authorities shall expire (unless renewed, varied or revoked by the Company in
a general meeting) at the conclusion of the next annual general meeting (“AGM”) of the Company after
the passing of this Resolution 17 or, if earlier, on the date which is 15 months after the date of the AGM,
but in each case, prior to its expiry, the Company may make offers and enter into agreements which
would, or might, require Relevant Securities or equity securities as the case may be to be allotted
(and treasury shares to be sold) after the authority expires and the Directors may allot Relevant
Securities or equity securities (and sell treasury shares) in pursuance of any such offer or agreement as
if the authority in question had not expired.
Special resolutions
Resolution 18: Disapplication of pre-emption rights
That, subject to the passing of Resolution 17, the Directors be and are hereby authorised, pursuant to
Sections 570 and 573 of the 2006 Act, to allot equity securities (as defined in Section 560(1) of the
2006 Act) for cash under the authority given by Resolution 17 and/or to sell Ordinary Shares held by
the Company as treasury shares for cash as if Section 561 of the 2006 Act did not apply to any such
allotment or sale, provided that this power shall be limited to:
(A) the allotment of equity securities and/or sale of treasury shares for cash in connection with
an offer of, or invitation to apply for, equity securities made (but in the case of the authority
conferred by Resolution 17(B), by way of a pre-emptive offer (including an offer by way of a rights
issue or open offer)) to holders of Ordinary Shares at such record dates as the Directors may
determine in proportion (as nearly as may be practicable) to their existing holdings and to holders
of other equity securities as required by the rights of those securities or, if the Directors otherwise
consider necessary, as permitted by the rights of those securities, and so that the Directors may
impose any limits or restrictions and make any arrangements which they consider necessary or
appropriate to deal with any treasury shares, fractional entitlements, record dates or legal,
regulatory or practical problems in, or under the laws of, any territory or any other matter;
(B) the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (A)
above) up to an aggregate nominal amount of £32,438,622; and
(C) the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (A) or
paragraph (B) above) up to a nominal amount equal to 20 per cent of any allotment of equity
securities or sale of treasury shares from time to time under paragraph (B) above, such authority to
be used only for the purposes of making a follow-on offer which the Board determines to be of a
kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying
Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this
notice, and shall expire at the conclusion of the next annual general meeting of the Company
after the passing of this Resolution 18 or, if earlier, on the date which is 15 months after the date of
the AGM but in each case, prior to its expiry, the Company may make offers and enter into
agreements which would, or might, require Relevant Securities or equity securities as the case may
be to be allotted (and treasury shares to be sold) after the authority expires and the Directors may
allot equity securities (and sell treasury shares) in pursuance of any such offer or agreement as if
the authority in question had not expired.
Notice of Annual General Meeting 2026 continued
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Strategic report Governance Financial statements Shareholder information
NOTICE OF ANNUAL GENERAL MEETING continued
Special resolutions continued
Resolution 19: Further disapplication
That subject to the passing of Resolution 17, the Directors be and are hereby authorised, in addition
to any authority granted under Resolution 18, to allot equity securities (as defined in Section 560(1) of
the 2006 Act) for cash under the authority given by Resolution 17 and/or to sell Ordinary Shares held
by the Company as treasury shares for cash as if Section 561 of the 2006 Act did not apply to any such
allotment or sale, provided that this power shall be limited to:
(A) the allotment of equity securities or sale of treasury shares up to an aggregate nominal amount
of £32,438,622 and used only for the purposes of financing (or refinancing, if the authority is to
be used within twelve months after the original transaction) a transaction which the Board
determines to be either an acquisition or a specified capital investment of a kind contemplated
by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the
Pre-Emption Group prior to the date of this notice; and
(B) the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (A)
above) up to a nominal amount equal to 20 per cent of any allotment of equity securities or sale of
treasury shares from time to time under paragraph (A) above, such authority to be used only for
the purposes of making a follow-on offer which the Board determines to be of a kind contemplated
by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights
most recently published by the Pre-Emption Group prior to the date of this notice, and shall expire
at the conclusion of the next AGM of the Company after the passing of this Resolution 19 or, if
earlier, on the date which is 15 months after the date of the AGM but in each case, prior to its
expiry, the Company may make offers and enter into agreements which would, or might, require
equity securities to be allotted (and treasury shares to be sold) after the authority expires and the
Directors may allot equity securities (and sell treasury shares) in pursuance of any such offer or
agreement as if the authority in question had not expired.
Resolution 20: Notice of general meetings
That the Company is authorised to call any general meeting of the Company, other than an annual general
meeting, on not less than 14 clear days’ notice during the period beginning on the date of the passing
of this Resolution 20 and ending on the conclusion of the next annual general meeting of the Company.
Resolution 21: Purchase of own shares
That the Company be generally and unconditionally authorised for the purposes of Section 701 of the
2006 Act to make one or more market purchases (within the meaning of Section 693(4) of the 2006
Act) of Ordinary Shares on such terms and in such manner as the Directors may from time to time
determine, provided that:
(a) the maximum aggregate number of Ordinary Shares that may be purchased is 259,508,975
(representing approximately 10 per cent of the issued Ordinary Share capital of the Company as at
the latest practicable date prior to publication of this document);
(b) the minimum price (excluding expenses payable by the Company) which may be paid for each
Ordinary Share is 12.5 pence;
(c) the maximum price (excluding expenses payable by the Company) which may be paid for each
Ordinary Share is the higher of: i) an amount equal to 105 per cent of the average of the middle
market quotations for an Ordinary Share, as derived from the London Stock Exchange Daily Official
List, for the five business days immediately prior to the day the purchase is made; and ii) an
amount equal to the higher of the price of the last independent trade of an Ordinary Share and the
highest current independent bid for an Ordinary Share as derived from the London Stock Exchange
Trading System; and
(d) this authority shall expire at the conclusion of the Company’s next AGM after the passing of this
Resolution 21 or, if earlier, on the date which is 15 months after the date of the AGM, save that the
Company may, before the expiry of this authority, enter into a contract to purchase Ordinary
Shares which will or may be executed wholly or partly after the expiry of such authority, and may
make a purchase of Ordinary Shares in pursuance of any such contract.
By order of the Board
Phil Higgins
Interim Company Secretary
16 March 2026
Primary Health Properties PLC
Registered office: 5th Floor, Burdett House, 15-16 Buckingham Street, London WC2N 6DU
Registered in England & Wales No: 03033634
Important notes regarding your general right to appoint a proxy and voting can be found on pages 168
and 169.
Notice of Annual General Meeting 2026 continued
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160
Strategic report Governance Financial statements Shareholder information
EXPLANATORY NOTES TO THE RESOLUTIONS
These notes are intended to explain the business to be transacted at the Annual General Meeting
(“AGM”) to be held at 10:30 a.m. (UK time)/12:30 p.m. (South Africa time) on 29 April 2026 at the offices
of CMS Cameron McKenna Nabarro Olswang LLP at Cannon Place, 78 Cannon Street, London EC4N
6AF. Resolutions 18 to 21 (inclusive) are proposed as special resolutions. This means that for each of
those Resolutions to be passed, at least three-quarters of the votes cast must be in favour of the
Resolution. All other Resolutions are proposed as ordinary resolutions, so that for each of those
Resolutions to be passed, more than half of the votes cast must be in favour of the Resolution.
Annual Report and Accounts (Resolution 1)
Under company law, the Directors must present to shareholders the Annual Report 2025 for adoption.
The Board will welcome any questions and discussion on the Annual Report 2025 at the AGM.
Directors’ Remuneration Report (Resolution 2)
Resolution 2 seeks shareholders’ approval for the Directors’ remuneration report as contained on pages 86
to 105 inclusive of the Annual Report 2025 (but excluding the Remuneration Policy referenced on pages
89-94). The Remuneration Report gives details of the Directors’ remuneration paid for the year ended
31 December 2025 in accordance with the remuneration policy approved by shareholders in 2024. The
auditor has audited those parts of the Directors’ remuneration report that are required to be audited.
This Resolution is proposed as an ordinary resolution. The vote is advisory in nature, which means
that the Directors’ entitlement to remuneration is not conditional on it.
Dividend policy (Resolution 3)
Resolution 3 is proposed to seek shareholders’ approval of the Company’s dividend policy. We have
continued to deliver a strong and robust operational and financial performance over the course of 2025
following the Assura plc acquisition. This has allowed the Company to pay an increasing level of
dividend to its shareholders over the last 29 years with 2026 marking the 30th year of dividend growth.
The Company’s policy is to make all of its dividend payments (currently four per annum) as interim
dividends. This enables the fourth dividend payment to be made approximately two months earlier
than would be the case if that dividend were categorised as a “final dividend” and therefore had to
await shareholder approval at the Annual General Meeting. This arrangement is made in the interests
of shareholders, enabling them to benefit from the earlier receipt of the fourth dividend. As we believe
it is important for shareholders to have an opportunity to consider this policy annually, and in accordance
with the principles of good corporate governance, a resolution to approve the Company’s dividend
policy is included as Resolution 3 in the accompanying Notice of AGM.
Renewal of the Scrip Dividend (Resolution 4)
Shareholders last renewed the authority for the Company’s scrip dividend scheme (the “Scrip Dividend”
or “Scrip Dividend Scheme”) at the annual general meeting in April 2022. The Scrip Dividend Scheme
received shareholder approval for three years and expired on the day of the 2025 Annual General
Meeting. The Directors are proposing that shareholders renew the Scrip Dividend Scheme for a further
period of three years until the AGM in 2029. The purpose of the renewal is to provide flexibility to the
Company in implementing its dividend policy and to allow the Directors to offer a scrip dividend if they
consider that appropriate.
Details of how the Scrip Dividend Scheme operates and the basis of the calculation of the scrip
dividend for participants are set out in the terms and conditions of the Scrip Dividend Scheme.
A summary is provided at Appendix 1. The terms and conditions of the Scrip Dividend Scheme are
available on the Company’s website at www.phpgroup.co.uk/scrip, and in hard copy form from the
Company’s registrar, Equiniti.
If renewed, the Scrip Dividend Scheme will allow participants to receive Ordinary Shares for every cash
dividend entitlement where the scrip dividend alternative is offered. Eligible shareholders that hold
their Ordinary Shares in certificated form and wish to participate in the Scrip Dividend Scheme will
need to complete a Scrip Mandate Form in accordance with the terms and conditions of the
Scrip Dividend Scheme. Eligible UK shareholders who hold their Ordinary Shares in CREST can only
participate in the Scrip Dividend Scheme by use of the CREST Dividend Election Input Message. Eligible
South African shareholders that hold their Ordinary Shares in Dematerialised Form can participate by
notifying their CSDP, broker or custodian (as applicable) in the manner and time stipulated in the
agreement governing the relationship between such shareholder their CSDP, broker or custodian.
Eligible shareholders that are South African shareholders or UK shareholders that hold their shares in
CREST must elect to participate in the Scrip Dividend Scheme on each occasion the scrip alternative is
offered, otherwise any dividend entitlement will be paid in cash.
The number of Ordinary Shares that shareholders will be entitled to receive under the Scrip Dividend
Scheme will be calculated by reference to the amount of the cash dividend, the number of Ordinary
Shares held, any fractional cash entitlement carried forward from the last dividend and the Scrip Share
Price. The Scrip Share Price will be the average of the closing middle market quotation derived from the
Daily Official List of the United Kingdom Listing Authority for an Ordinary Share on the day on which
the Ordinary Shares are first quoted as ex-dividend, and the four subsequent dealing days.
In accordance with the Articles, approval is also sought to capitalise sums standing to the credit of the
reserves of the Company or the profit and loss account. This is to enable the Directors to apply such
sums in paying up the Ordinary Shares allotted to shareholders pursuant to the elections under the
Scrip Dividend Scheme.
The Directors will retain the discretion to decide whether to offer a scrip dividend alternative in respect
of each future dividend. The Directors will review whether a scrip dividend alternative should be offered
as part of their deliberations when considering each quarterly dividend. Should a scrip dividend
alternative be offered, shareholders who elect to take new Ordinary Shares in the Company under
the Scrip Dividend Scheme will increase their holdings without incurring stamp duty or dealing costs.
South African shareholders holding Ordinary Shares via the Johannesburg Stock Exchange in the
Republic of South Africa that elect to receive Ordinary Shares in the Company under the Scrip Dividend
Scheme should note that their scrip dividend may be subject to administrative fees.
In line with investor protection guidelines, the authority contained in Resolution 4 is sought for three
years, and will therefore expire on the date of the annual general meeting to be held in 2029.
Notice of Annual General Meeting 2026 continued
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EXPLANATORY NOTES TO THE RESOLUTIONS continued
Renewal of the Scrip Dividend (Resolution 4) continued
At any time, the Directors may, at their discretion and without notice to shareholders, modify, suspend,
terminate or cancel the Scrip Dividend Scheme. The operation of the Scrip Dividend is always subject
to the Directors’ decision to make an offer of new Ordinary Shares in respect of any particular dividend.
Re-appointment and remuneration of auditor (Resolutions 5 and 6)
Resolution 5 proposes to re-appoint Deloitte LLP as auditor of the Company to hold office from the
conclusion of the AGM until the conclusion of the next general meeting of the Company at which
accounts are laid.
Resolution 6 proposes to authorise the Audit Committee, for and on behalf of the Directors, to
determine the remuneration of the auditor.
Election and re-election of Directors (Resolutions 7 to 14)
In accordance with the recommendations of the UK Corporate Governance Code, all the Directors have
resolved that they will offer themselves for election or re-election by shareholders at the AGM.
Separate Resolutions are being proposed to elect or re-elect each of the Directors. Resolutions 7 to 14
are being proposed as ordinary resolutions.
Details of each Directors background and experience are set out in their biographies on pages 68 and
69 of the Annual Report 2025.
Re-election of Harry Hyman (Resolution 7)
Chair: Appointed to the Board as Chair at the 2024 AGM. Founded the Company in 1996 and Director
of the Company since 1996.
Other external relationships
Non-executive Chair of Biopharma Credit PLC.
Contribution and reasons for re-election
Harry has extensive experience in investing in the primary healthcare sector, gained over the last
30 years. Harry was the Chief Executive of the Company following the management internalisation
in 2021 until his appointment as Chair in 2024.
The value of his contribution to the Company was demonstrated by his role on the successful Assura
transaction in 2025. As Chair, Harry led the Board through a significant number of additional Board
meetings during the negotiation process, assisted the Chief Executive Officer and Chief Financial
Officer on engagement with major shareholders and brought his experience and expertise in the sector
to Board deliberations. Further details on the Company’s governance and a statement from the Senior
Independent Director supporting Harry’s re-election is on page 66 of the Annual Report.
Independent
No
Re-election of Mark Davies (Resolution 8)
Chief Executive Officer: Appointed as a Director on 24 April 2024.
Other external relationships
None.
Contribution and reasons for re-election
Mark Davies led the Company through the Assura transaction whilst overseeing the day to day
operational effectiveness of the Company. He is a highly experienced FTSE 250 executive, having held
CEO and CFO roles in listed companies and private equity. He was a Co-founder Director of NewRiver
REIT plc (“NewRiver”) in 2009 and played an important role in taking the company from IPO to the FTSE
250 in seven years. He was CFO of NewRiver for over twelve years and, alongside his role as CFO, was
also CEO/Executive Chair of Hawthorn Leisure Limited (“Hawthorn”) for five years. Mark stood down
from the Board of NewRiver following the successful sale of Hawthorn in July 2021 to private equity at
a premium price.
Independent
No
Re-election of Richard Howell (Resolution 9)
Chief Financial Officer: Appointed as a Director from 1 April 2017.
Other external relationships
Non-executive Director of Life Science REIT plc.
Contribution and reasons for re-election
Richard oversaw the accounting and financial aspects of the Assura transaction in 2025 including
the debt and equity financing considerations. He brings his experience at the Company over the last
7 years as CFO to the post-acquisition challenges and opportunities for the Group. Richard has
extensive finance experience and deep understanding of the markets in which the Company operates,
having previously held senior accounting positions within listed property companies operating across
the UK. He continues to contribute greatly to the long-term success of the Company’s
corporate group.
Independent
No
Notice of Annual General Meeting 2026 continued
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EXPLANATORY NOTES TO THE RESOLUTIONS continued
Re-election of Ian Krieger (Resolution 10)
Senior Independent Non-executive Director: Appointed as a Director on 15 February 2017.
Other external relationships
None.
Contribution and reasons for re-election
Ian brings to the Board a wealth of specialised financial and accounting skills and expertise from his
experience in the audit profession and in previously chairing the audit committees of two other listed
companies in the property sector. His extensive financial expertise, coupled with his insight and
governance experience of other listed companies, makes him ideally placed to serve as Chairman of the
Audit Committee. Ian makes an effective and valuable contribution to the Board, including through his
role of Chair of the Audit Committee, and demonstrates a high degree of commitment, including
devoting an appropriate amount of time, to the role.
Independent
Yes
Re-election of Ivonne Cantú (Resolution 11)
Independent Non-executive Director: Appointed as a Director on 1 January 2022.
Other external relationships
Non-Executive Director at Creo Medical Group plc.
Contribution and reasons for re-election
Ivonne has significant public company and corporate finance experience, having spent over 20 years
advising listed businesses. She is currently the Director of Investor Relations, Communications and
Sustainability as well as a Member of the Executive Management Team of Benchmark Holdings plc, a
biotechnology aquaculture company. She is also a Non-executive Director and Chair of the
Remuneration Committee at Creo Medical Group plc.
Independent
Yes
Election of Jonathan Davies (Resolution 12)
Independent Non-executive Director: Appointed as a Director on 1 December 2025.
Other external relationships
Director of SSP Group Plc (until September 2025) and Non-executive Director of Assura plc
(until October 2025).
Contribution and reasons for election
Jonathan was until recently Chief Financial Officer of SSP Group plc (“SSP”), and latterly as Deputy
Chief Executive until the end of December 2025. From June 2018, Jonathan also served as a
Non-executive Director of Assura until the clearance of the Company’s acquisition of Assura by the
Competition and Markets Authority on 29 October 2025.
Jonathan brings extensive experience of finance, mergers and acquisitions and corporate governance,
having taken SSP private in 2006, listed it on the London Stock Exchange in 2014 and undertaken
numerous debt and equity raises since then. Jonathan also brings a deep understanding of Assura,
having served as its Senior Independent Director and, latterly, Chair. He will provide the Company’s
stakeholders with continuity during the integration period and beyond.
Independent
Yes
Re-election of Laure Duhot (Resolution 13)
Non-executive Director: Appointed as a Director on 14 March 2019.
Other external relationships
Non-executive Director and Chair of the Remuneration Committee at Safestore Holdings plc.
Contribution and reasons for re-election
Laure brings over 30 years of property and finance experience to the Board, including insights from her
international property investment experience. Laure has specialised in investment in alternative real
estate assets and was a Non-executive Director at MedicX Limited.
Independent
Yes
Re-election of Dr Bandhana (Bina) Rawal (Resolution 14)
Independent Non-executive Director: Appointed as a Director on 27 February 2024.
Other external relationships
Non-executive Director at World Healthcare Trust plc
Contribution and reasons for re-election
Bina brings to the Board a wide breadth of experience spanning patient care, digital and population
health, ESG matters, strategy, partnerships and EDI. She also brings an extensive network of
relationships in UK healthcare following her executive and non-executive career in large complex
organisations in the public, private and not for profit sectors.
Independent
Yes
Notice of Annual General Meeting 2026 continued
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EXPLANATORY NOTES TO THE RESOLUTIONS continued
Political expenditure or donations (Resolution 15)
Under the 2006 Act, political donations made by a company and its subsidiaries to political parties,
to other political organisations or to an independent election candidate, or political expenditure
incurred by a company of more than £5,000 in any twelve month period, is prohibited unless they
have been authorised in advance to make donations by the company’s shareholders.
It is the policy of the Company not to make donations to political parties, other political organisations
or independent election candidates and the Directors have no intention of changing that policy.
However, as a result of the wide definition of political organisations under the 2006 Act, normal
expenditure (such as expenditure on organisations concerned with matters of public policy, law reform
and representation of the business community) and business activities (such as communicating with
the government and political parties at local, national and European level) might be construed as
political expenditure or as a donation to a political party or other political organisation and therefore
fall within the restrictions of the 2006 Act.
Consequently, the Directors have concluded that, in common with many other listed companies,
it would be prudent to seek authority from shareholders to allow them to make political donations
and incur political expenditure (up to £40,000 in the specified period) to ensure that the Group does
not inadvertently breach the Companies Act 2006. Any political donation made or political expenditure
incurred which is in excess of £200 will be disclosed in the Company’s Annual Report and Accounts for
next year, as required by the 2006 Act. Resolution 15 will not be used to make political donations
within the normal meaning of that expression.
Directors’ fees (Resolution 16)
Pursuant to article 93 of the Articles of Association of the Company, payments of fees to non-executive
Directors in each year are capped at £750,000. Article 93 provides that the Company may, by ordinary
resolution, increase the amount of the fees payable under that article. Given the additional non-
executive Director appointment in the year, and to give the Company flexibility moving forward, it is
proposed by Resolution 16 that the cap on non-executive Director fees be increased to an aggregate
sum not exceeding £1,000,000. The current level of fees, as detailed in the Directors’ Remuneration
Report, are just over £700,000.
Directors’ authority to allot shares (Resolution 17)
Further to the Articles of Association of the Company (the “Articles”) and the provisions of the 2006
Act, the Directors may only allot Ordinary Shares or grant rights over Ordinary Shares if authorised
to do so by shareholders.
Accordingly, the authority in Resolution 17, paragraph (A) will allow the Directors to allot shares or
grant rights to subscribe for, or convert any security into, shares in the Company, up to a maximum
nominal amount of £108,128,740, representing approximately one-third of the Company’s issued
Ordinary Share capital calculated as at 13 March 2026 (being the latest practicable date prior to
publication of this document). The authority in Resolution 17, paragraph (B) will allow the Directors,
in connection with a fully pre-emptive offer (including an offer by way of a rights issue or open offer),
to allot shares or grant rights to subscribe for, or convert any securities into, shares in the Company, up
to a maximum nominal amount of £108,128,740 in addition to the nominal amount of any shares allotted
or rights granted to subscribe for, or to convert any security into, shares under paragraph (A), together
representing approximately two-thirds of the Company’s issued Ordinary Share capital calculated as at
13 March 2026 (being the latest practicable date prior to publication of this document). This is in line
with corporate governance guidelines.
This authority will last until the conclusion of the next annual general meeting of the Company or,
if earlier, on the date which is 15 months after the date of the AGM. The Directors intend to renew
this authority annually at each annual general meeting of the Company. The Directors have no
present intention of exercising this authority other than pursuant to legally binding obligations
to do so or pursuant to the scrip dividend scheme, if it is approved and the Directors choose to offer a
scrip dividend. However it is considered prudent to maintain the flexibility that this authority provides.
As at 13 March 2026 (being the latest practicable date prior to the publication of this document), the
Company held no Ordinary Shares in treasury.
Directors’ authority to dis-apply pre-emption rights (Resolutions 18 and 19)
Under the 2006 Act, when new shares are proposed to be issued for cash, other than in connection
with an employee share option plan, they must first be offered to existing shareholders pro-rata to
their percentage holdings at such time, unless shareholders have waived this right either generally or in
respect of a particular issue. The Directors consider it desirable to have the maximum flexibility
permitted by corporate governance guidelines to respond to market developments and to enable
allotments to take place to finance business opportunities without making a pre-emptive offer to
existing shareholders. The purpose of Resolutions 18 and 19, therefore, is to enable shareholders to
waive their pre-emption rights and allow the Directors to allot shares for cash without such shares
being first offered to existing shareholders.
The Statement of Principles, as revised by the Pre-emption Group in November 2022, allows
non-pre-emptive issues capped at 10 per cent for an unrestricted purpose, and at 10 per cent for
use only in connection with an acquisition or specified capital investment. The Statement of Principles
allows companies to seek a further disapplication of up to 2 per cent in each case for the purposes of a
“follow-on offer”, as defined in paragraph 3 of Section 2B of the Statement of Principles. This
constitutes an offer announced at the same time as, or as soon as reasonably practicable after, the
non-pre-emptive placing, of shares not exceeding 20 per cent of those issued in the non-pre-emptive
placing, made only to existing shareholders as at a record date prior to announcement of the non-pre-
emptive placing (excluding any shareholder allocated shares in that placing), entitling them
to subscribe for shares up to a monetary cap of £30,000 per ultimate beneficial owner, at a price which
is equal to, or less than, the offer price in the non-pre-emptive placing. This is designed to facilitate
participation by retail investors in secondary issuances. Resolution 18 will, if passed by special
resolution, give the Directors authority to allot shares pursuant to the authority granted in Resolution
17 for cash on a non-pre-emptive basis. This authority will permit the Directors to allot shares for cash:
(A) in connection with a rights issue or any other pre-emptive offer concerning equity securities; or (B)
otherwise than in connection with a rights issue or any other pre-emptive offer for shares in the
Company up to a maximum nominal value of £32,438,621, representing approximately 10 per cent of
the Company’s issued Ordinary Share capital as at 13 March 2026 (being the latest practicable date
prior to the publication of this document).
Notice of Annual General Meeting 2026 continued
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EXPLANATORY NOTES TO THE RESOLUTIONS continued
Directors’ authority to dis-apply pre-emption rights (Resolutions 18 and 19)
continued
Resolution 18(C) will, if passed by special resolution, also give the Directors authority to allot shares (or
sell treasury shares) pursuant to the authority granted in Resolution 17 for cash on a non-pre-emptive
basis. This disapplication will permit the Directors to allot shares, or sell treasury shares, for cash
otherwise than in connection with a rights issue or any other pre-emptive offer for shares in the
Company up to a maximum nominal value representing approximately 20 per cent of any allotment of
equity securities (or sale of treasury shares) made from time to time pursuant to the authority granted
in Resolution 18(B) to be used only for a follow-on offer which the Board determines to be of a kind
contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption
Rights most recently published by the Pre-Emption Group.
For the purposes of Resolution 18, the nominal amount of any securities shall be taken to be, in the
case of rights to subscribe for or convert any securities into shares of the Company, the nominal
amount of such shares which may be allotted pursuant to such rights. Resolution 19 additionally
authorises the Directors to allot new shares (or sell treasury shares) for cash, without the shares being
offered first to existing shareholders, in connection with the financing (or refinancing, if the authority is
to be used within twelve months after the original transaction) of an acquisition or specified capital
investment which is announced contemporaneously with the allotment or which has taken place in the
preceding twelve-month period and is disclosed in the announcement of the allotment. The authority
under Resolution 19 is limited to a nominal value of £32,438,621, representing approximately 10 per cent
of the Company’s issued Ordinary Share capital as at 13 March 2026 (being the latest practicable date
prior to the publication of this document).
Resolution 19(B) also will, if passed by special resolution, give the Directors authority to allot shares
(or sell treasury shares) pursuant to the authority granted in Resolution 17 for cash on a non-pre-emptive
basis, provided that such allotment or sale is up to a maximum nominal value representing approximately
20 per cent of any allotment of equity securities (or sale of treasury shares) made from time to time
pursuant to the authority granted in Resolution 19(A) to be used only for a follow-on offer which the
Board determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of
Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group.
The Board intends to adhere to the provisions in the Pre-Emption Group’s Statement of Principles, as
updated in November 2022, and will seek to limit the discount applied to any non-pre-emptive issue
to 5 per cent, including expenses. Notwithstanding the above, the Directors consider it desirable and
believe it appropriate to have the maximum flexibility permitted by corporate governance guidelines to
enable non-pre-emptive allotments to take place to finance business opportunities.
The provisions of Resolutions 18 and 19 comply with the Share Capital Management Guidelines issued
by the Investment Association in February 2023 and the disapplication of pre-emption rights
resolutions follow the resolution templates issued by the Pre-emption Group in November 2022.
If Resolutions 18 and 19 are passed, the authorities will expire at the conclusion of the next annual
general meeting of the Company or, if earlier, on the date which is 15 months after the date of the
AGM. The Directors intend to renew this authority annually at each AGM of the Company.
The Directors have no immediate plans to make use of this authority.
As at 13 March 2026 (being the latest practicable date prior to the publication of this document),
the Company did not hold any treasury shares. If the Company were to create treasury shares, for
example through the market purchase of its own shares, the subsequent sale of any treasury shares
would be counted as equivalent to the issue of new shares for the purpose of the limitations on the
issue of new shares included in Resolution 21.
Notice of general meetings, other than annual general meetings (Resolution 20)
Under the 2006 Act, the minimum notice period for general meetings of listed companies is 21 days.
Companies may reduce this period to 14 days (other than for annual general meetings) provided that
two conditions are met: (i) the Company offers a facility for shareholders to vote by electronic means
(which is met if the company offers a facility, accessible to all shareholders, to appoint a proxy by
means of a website); and (ii) there is an annual resolution of shareholders approving the reduction
of the minimum notice period from 21 days to 14 days.
The Board is therefore proposing, in common with many other listed companies, Resolution 20 as a
special resolution to approve 14 days as the minimum period of notice for all general meetings other
than annual general meetings. The approval will be effective until the Company’s next annual general
meeting, when it is intended that the approval be renewed. The Board will consider on a case-by-case
basis whether the use of the flexibility offered by the shorter notice period is merited. The shorter
notice period will be used in accordance with all relevant corporate governance guidelines applicable
at the time. In particular, it will only be used where flexibility is merited by the business of the meeting
and is thought to be to the advantage of shareholders as a whole.
Purchase of own shares (Resolution 21)
Resolution 21 seeks authority for the Company to make market purchases of its own Ordinary Shares
as permitted by the 2006 Act and is proposed as a special resolution. If passed, the Resolution
gives authority for the Company to purchase up to 259,508,975 of its Ordinary Shares, representing
approximately 10 per cent of the Company’s issued Ordinary Share capital as at 13 March 2026
(being the latest practicable date prior to the publication of this document).
This authority is commonly sought by listed companies and the Board considers it prudent to obtain
the flexibility this Resolution provides. In considering whether to use this authority, the Board will take
into account factors including the financial resources of the Company, the Company’s share price and
future funding opportunities. It will be exercised only if the Board believes that to do so would result
in an increase in earnings per share and would be in the best interests of shareholders generally and
that the purchase can be expected to result in an increase in earnings per Ordinary Share.
The Directors have no present intention of exercising the authority granted by Resolution 21.
Notice of Annual General Meeting 2026 continued
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Notice of Annual General Meeting 2026 continued
EXPLANATORY NOTES TO THE RESOLUTIONS continued
Purchase of own shares (Resolution 21) continued
The Resolution specifies the minimum and maximum prices which may be paid for any Ordinary Shares
purchased under this authority. The authority will expire at the conclusion of the next annual general
meeting of the Company or, if earlier, on the date which is 15 months after the date of the AGM.
The Company may either cancel any Ordinary Shares it purchases under this authority or transfer them
into treasury (and subsequently sell or transfer them out of treasury or cancel them). No dividends are
paid on shares in treasury and no voting rights attach to treasury shares. If the Ordinary Shares that
the Company buys back under this authority are held in treasury, this would give the Company the
ability to re-issue treasury shares quickly and cost-effectively, providing the Company with additional
flexibility in the management of its capital.
As at 13 March 2026 (being the latest practicable date prior to the publication of this document there
are no warrants or options to subscribe for Ordinary Shares that are outstanding.
APPENDIX 1: SCRIP DIVIDEND SCHEME
Scrip Dividend Scheme – summary of key features
Below is a summary of the key features of the Company’s Scrip Dividend Scheme (the “Scrip Dividend”
or “Scrip Dividend Scheme”) applicable to all ordinary shareholders. Participation in the Scrip Dividend
is subject to, and in accordance with, its terms and conditions. Details regarding the operation of the
Scrip Dividend for shareholders resident in the UK and South Africa (“SA”) can be found in the terms
and conditions and explanatory description of the Scrip Dividend Scheme which are available on the
PHP website at phpgroup.co.uk/scrip. If you require a hard copy of the terms and conditions or
otherwise need help, please contact the Company’s registrar, Equiniti.
The renewal of the Scrip Dividend Scheme is subject to shareholder approval, which is being sought for
a period of three years, after which the authority will need to be renewed. If the Directors revoke an
offer (or otherwise suspend, terminate or cancel the Scrip Dividend Scheme), the relevant shareholders
will receive their dividend in cash on or as soon as reasonably practicable after the dividend payment
date.
What is the Scrip Dividend?
The Scrip Dividend Scheme enables PHP’s ordinary shareholders to elect to receive new fully paid
ordinary shares in PHP instead of cash dividends. The operation of the Scrip Dividend is always subject
to the Directors’ decision to make the scrip offer available in respect of any particular dividend. Should
the Directors decide not to offer the scrip in respect of any particular dividend, cash will automatically
be paid instead.
The Directors will review whether a scrip dividend alternative should be offered as part of their
deliberations when considering each quarterly dividend. At any time, the Directors of the Company,
at their discretion and without notice to shareholders individually, may modify, suspend, terminate or
cancel the Scrip Dividend Scheme. The Directors may make amendments to the terms and conditions of
the Scrip Dividend from time to time in accordance with the Company’s articles of association. If the
Directors decide to offer a scrip dividend, a statement of the total number of new Ordinary Shares that
would be issued if all eligible shareholders were to elect to take up their full entitlement of new
Ordinary Shares in respect of that dividend and the final percentage which that number would
represent of the Company’s issued share capital, together with a statement of the total cash dividend
payable on the basis that no elections for that scrip dividend are received, will be announced by the
Company at the time the reference share price is announced.
What is the deadline for joining the Scrip Dividend Scheme
for a particular dividend?
In order to ensure an instruction will apply to a dividend, should the Directors decide to offer a scrip
dividend, UK Certificated Shareholders must ensure that their scrip dividend elections are received by
Equiniti in accordance with the terms and conditions by 5:00 p.m. (UK time) on the date advised by
the Company for that scrip dividend. CREST participants must input their instructions through CREST
by 5:00 p.m. (UK time) on the date advised by the Company for that scrip dividend. SA Certificated
Shareholders must ensure that their scrip dividend elections are received by the SA Transfer Secretaries
by 5:00 p.m. (UK time) on the date advised by the Company for the scrip dividend and SA Shareholders
that hold their Ordinary Shares in Dematerialised Form must notify their CSDP, broker or custodian in
the manner and time stipulated in the agreement governing the relationship between such shareholder
and their CSDP, broker or custodian.
The ex-dividend date, reference share price, election date and all further information in respect of
any scrip dividend will be announced and made available on the PHP website at phpgroup.co.uk/scrip.
If you wish either to participate in the Scrip Dividend Scheme or to terminate your participation, you
will need to follow the election instructions set out below, depending on whether you hold paper share
certificates, hold your shares electronically through CREST or are a SA Shareholder that holds your
shares in Dematerialised Form. Future dividends paid in cash will be paid to any bank account
previously mandated for the receipt of dividends or subsequently registered.
How do I elect to join the Scrip Dividend Scheme?
If you are a UK Certificated Shareholder, to join the Scrip Dividend Scheme, please complete a Scrip
Mandate Form and return it to Equiniti at the address provided on the form. Alternatively, for holders
of Ordinary Shares, please go to equiniti.com and follow the link to register your election online. UK
Certificated Shareholders can change any previous elections as long as the new election is received by
Equiniti by the deadline stipulated for it to be effective for that dividend. South African Certificated
Shareholders may join the Scrip Dividend Scheme by completing a Scrip Mandate Form and returning it
to the SA Transfer Secretaries in accordance with the Scrip Dividend Scheme and instructions on the
form. SA Shareholders should note that a scrip dividend election made in respect of a dividend is
irrevocable. However a new election is required to be made in respect of each dividend pursuant to
which a scrip dividend alternative is offered.
How to I join the Scrip Dividend Scheme if I hold my Ordinary Shares in
Dematerialised Form on the SA Register?
South African shareholders should notify their CSDP, broker or custodian in the manner and time
stipulated in the agreement governing the relationship between such SA Shareholder and their CSDP,
broker or custodian, failing which they will receive a cash dividend.
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Strategic report Governance Financial statements Shareholder information
Notice of Annual General Meeting 2026 continued
APPENDIX 1: SCRIP DIVIDEND SCHEME continued
How can I cancel my election if I hold my Ordinary Shares in Dematerialised
Form on the SA Register?
Any election to participate in the Scrip Dividend Scheme by an SA Shareholder is irrevocable.
Notwithstanding previous participation, a new election is required in respect of each dividend.
How do I join the Scrip Dividend if I hold my shares through CREST?
Shareholders who hold their Ordinary shares through CREST can only elect to receive dividends in
the form of new ordinary shares through the CREST Dividend Election Input Message. Other forms
of election, including an election via a Mandate Form or online at Equiniti.com will not be accepted.
CREST shareholders must submit a new Dividend Election Input Message for each dividend that they
wish to receive in the form of new ordinary shares. Evergreen elections will not be accepted and
elections will revert to cash by default after the payment of each dividend.
How can I cancel my election if I hold my shares through CREST?
CREST shareholders can only cancel their election through the CREST system. CREST messages should
not be used to change an election in respect of the Scrip Dividend Scheme that was not made through
CREST. A CREST notice of cancellation will take effect on its receipt and will be processed by the
Equiniti in respect of all dividends payable after the date of receipt of such notice. A notice of
cancellation must be received by the election date announced by the Company that will not be more
than 20 business days before the relevant dividend payment date, for it to be effective for that
dividend. Notice must be received by Equiniti before 5:00 p.m. (London time) on that election date
(see ‘What is the deadline for joining (or leaving) the Scrip Dividend for a particular dividend?’).
How many new shares will I receive?
As dividends are announced in pence, the amount of new Ordinary Shares you are entitled to receive
will be calculated on the basis of your total cash dividend entitlement in pounds sterling, plus any
residual entitlement brought forward from a previous scrip dividend. As no fraction of a new ordinary
share will be issued, any residual cash balance will be retained by the Company on your behalf and
carried forward (without interest) to be included in the calculation of the next dividend entitlement.
Examples are provided on the Company’s website www.phpgroup.co.uk/scrip.
How will I know how many shares I have received?
Once your new shares have been issued, a statement will be sent to you along with your new share
certificate (where relevant), showing the number of new ordinary shares issued, the scrip share price,
and the total cash equivalent of the new ordinary shares for tax purposes. If your cash dividend
entitlement, together with any residual cash entitlement brought forward, is insufficient to acquire at
least one new Ordinary Share, your statement will explain that no new Ordinary Shares have been
issued and will show the total amount of cash to be carried forward.
CREST members will have their accounts credited directly with new Ordinary Shares on the dividend
payment date or as soon as practicable thereafter and will receive a statement as above.
SA Shareholders who hold their Ordinary Shares in Dematerialised Form on the SA Register will have
CSDP accounts credited directly with the new Ordinary Shares on the dividend payment date or as
soon as practicable thereafter and will receive a statement as above.
Can I participate in the Scrip Dividend in respect of part of my holding?
No, your scrip dividend election will only be accepted in relation to the whole of your shareholding.
However, the Directors may, at their discretion, allow shareholders to elect in respect of part of their
shareholding where they are acting on behalf of more than one beneficial holder.
Can the Company change or cancel the Scrip Dividend Scheme?
Yes, the operation of the Scrip Dividend is always subject to the Directors’ decision to make an offer of
new ordinary shares in respect of any particular dividend. The Directors may also, after such an offer is
made, revoke the offer generally at any time prior to the issue of new ordinary shares under the Scrip
Dividend Scheme.
The Scrip Dividend may be modified, suspended or terminated at any time at the discretion of the
Directors without notice to shareholders individually. In the case of any modification, existing scrip
dividend elections, unless otherwise specified by the Directors, will be deemed to remain valid under
the modified arrangements unless and until the Equiniti receives a cancellation from non-CREST
participants in accordance with the terms and conditions of the Scrip Dividend Scheme, or CREST
participants input their instructions to cancel. Directors may make amendments to the terms and
conditions of the Scrip Dividend Scheme from time to time in accordance with the Company’s articles
of association.
In the case of termination of the Scrip Dividend Scheme, existing elections will be deemed to have been
cancelled as at the date of such termination. If the Directors revoke an offer (or otherwise suspend or
terminate the Scrip Dividend Scheme), shareholders will receive their dividends in cash on or as soon as
possible after the dividend payment date.
Any announcement of any cancellation or modification of the terms of the Scrip Dividend will be made
on the Company’s website at phpgroup.co.uk/scrip and via a Regulatory News Service such as RNS.
What are the tax consequences?
The tax consequences of electing to receive new ordinary shares in place of a cash dividend will depend
on your individual circumstances.
If you are not sure how you will be affected from a tax perspective, you should consult an independent
financial adviser or other appropriate professional before taking any action. Please refer to the terms
and conditions on the website at php.co.uk/scrip, which are not exhaustive and reflect the Company’s
understanding of the tax position as at the date stated in the terms and conditions.
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GUIDANCE NOTES FOR THE AGM AND ON APPOINTMENT
OF PROXIES
1. General:
A copy of this Notice of AGM and other information regarding the AGM, required by Section 311A of
the 2006 Act (including a copy of the Annual Report 2025 posted to shareholders with this notice),
are available from the Company’s website at www.phpgroup.co.uk. Shareholders who have not elected
to receive these documents in printed form may obtain copies by writing to the Company Secretary
at the Company’s registered office. Shareholders who wish to receive the printed Annual Report and
Accounts for future years should write to the Company’s Registrar, Equiniti Limited, Aspect House,
Spencer Road, Lancing BN99 6DA.
2. Entitlement to vote:
Under the Articles, the holders of Ordinary Shares are entitled to attend the AGM and to speak and
vote at the AGM. Duly appointed proxies are entitled also to attend, speak and vote at the AGM.
Only those holders of Ordinary Shares registered in the register of members of the Company as at
6:30 p.m. (UK time)/8:30 p.m. (South Africa time) on Monday 27 April 2026 (or, if the AGM is adjourned,
6:30 p.m. (UK time)/8:30 p.m. (South Africa time) on the day that is 48 hours before any adjourned
meeting (excluding any part of any day that is not a working day)) shall be entitled to attend (either
in person, remotely or by proxy) and vote at the AGM, or any adjourned meeting, in respect of the
number of shares registered in their names at that time. Any changes to the register of members after
the relevant deadline shall be disregarded in determining the right of any person to attend and vote at
the AGM or an adjourned meeting.
3. Entitlement to appoint proxies:
Shareholders are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak
and vote on their behalf at the AGM. A shareholder may appoint more than one proxy in relation to the
AGM provided that each proxy is appointed to exercise the rights attached to a different share or
shares held by that shareholder. If a proxy is submitted without indicating how the proxy should vote
on any Resolution, the proxy will exercise his or her discretion as to whether and, if so, how to vote. To
appoint more than one proxy you may photocopy the Form of Proxy. A proxy need not be a shareholder
of the Company.
The Form of Proxy which may be used to make such appointment and give proxy instructions
accompanies this Notice of AGM. If you do not have a Form of Proxy and believe that you should have
one, or if you require additional forms, please contact Equiniti Limited, Aspect House, Spencer Road,
Lancing BN99 6DA.
The return of a completed Form of Proxy, or other such instrument or any CREST Proxy Instruction
(as described in Note 5 below), will not prevent a shareholder attending the AGM and voting.
In the case of joint shareholders, the signature of only one of the joint holders is required on the Form
of Proxy but the vote of the first named on the register of members will be accepted to the exclusion
of the other joint holders.
4. Validity of proxies:
To be valid a Form of Proxy or other instrument appointing a proxy must be received by one of the
following methods:
a. by posting the reply-paid proxy or otherwise by post (in which case postage will be payable)
to Equiniti Limited, Aspect House, Spencer Road, Lancing BN99 6DA;
b. in the case of CREST members, by utilising the CREST electronic proxy appointment services
in accordance with the procedures set out in paragraph 5 below; or
c. as an alternative to completing and returning the printed Form of Proxy, you may submit your proxy
electronically by accessing the Sharevote website provided by Equiniti Limited. Shareholders may
submit an electronic proxy online, using the reference numbers printed on the Form of Proxy, at
www.sharevote.co.uk, where details of the voting procedures are shown.
IMPORTANT: in any case, the Form of Proxy or electronic appointment must be received by or
lodged with the Company by 10:30 a.m. (UK time)/12:30 p.m. (South Africa time) on Monday
27 April 2026 (or, if the AGM is adjourned, not later than 48 hours before the time fixed for
the adjourned meeting (excluding any part of any day that is not a working day)).
5. Electronic proxy appointment:
CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy
appointment service may do so by using the procedures described in the CREST Manual (available via
www.euroclear.com). CREST Personal Members or other CREST sponsored members, and those CREST
members who have appointed a voting service provider(s), should refer to their CREST sponsor or
voting service provider(s), who will be able to take the appropriate action on their behalf.
For a proxy appointment or instruction made using the CREST service to be valid, the appropriate
CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with
Euroclear UK & International Limited’s specifications and must contain the information required for such
instruction, as described in the CREST Manual (available via www.euroclear.com). The message,
regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction
given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by
the issuer’s agent (ID number RA19) not later than 10:30 a.m. (UK time)/12:30 p.m. (South Africa time) on
Monday 27 April 2026 (or, if the AGM is adjourned, not later than 48 hours before the time fixed for the
adjourned meeting (excluding any part of any day that is not a working day)).
For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp
applied to the message by the CREST Applications Host) from which the issuer’s agent is able to
retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any
change of instructions to proxies appointed through CREST should be communicated to the appointee
through other means.
Notice of Annual General Meeting 2026 continued
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GUIDANCE NOTES FOR THE AGM AND ON APPOINTMENT
OF PROXIES continued
5. Electronic proxy appointment: continued
CREST members and, where applicable, their CREST sponsors, or voting service provider(s) should note
that Euroclear UK & International Limited does not make available special procedures in CREST for any
particular message. Normal system timings and limitations will, therefore, apply in relation to the input
of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the
CREST member is a CREST personal member, or sponsored member, or has appointed a voting service
provider(s), to procure that his/her CREST sponsor or voting service provider(s) take(s)) such action as
shall be necessary to ensure that a message is transmitted by means of the CREST system by any
particular time. In this connection, CREST members and, where applicable, their CREST sponsors or
voting system provider(s) are referred, in particular, to those sections of the CREST Manual concerning
practical limitations of the CREST system and timings.The Company may treat as invalid a CREST Proxy
Instruction in the circumstances set out in Regulation 35(5)(a) of the CREST Regulations.
If you are an institutional investor you may also be able to appoint a proxy electronically via the
Proxymity platform, a process which has been agreed by the Company and approved by Equiniti
Limited. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must
be lodged by not later than 10:30 a.m. (UK time)/12:30 p.m. (South Africa time) on Monday 27 April 2026
(or, if the AGM is adjourned, not later than 48 hours before the time fixed for the adjourned meeting) in
order to be considered valid. Before you can appoint a proxy via this process you will need to have
agreed to Proxymity’s associated terms and conditions. It is important that you read these carefully as
you will be bound by them and they will govern the electronic appointment of your proxy.
6. Corporate representatives:
Any corporation which is a member may by resolution of its Directors or other governing body authorise
one or more person(s) to act as its representative who may exercise, on its behalf, all its powers as a
member, provided that they do not do so in relation to the same shares. A certified copy of any such
resolution must be deposited at the registered office of the Company not less than 48 hours before
the time appointed for the AGM to be valid (excluding any part of any day that is not a working day).
7. Nominated persons:
Any person to whom this document is sent who is a person nominated under Section 146 of the 2006
Act to enjoy information rights (a “Nominated Person”) may, under an agreement between him/her
and the shareholder by whom he/she was nominated, have a right to be appointed (or to have
someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy
appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right
to give instructions to the shareholder as to the exercise of voting rights.
The statement of the rights of shareholders in relation to the appointment of proxies at Notes 2, 3, 4,
and 5 above does not apply to Nominated Persons. The rights described in those paragraphs can
only be exercised by shareholders of the Company. If you have been nominated to receive general
shareholder communications directly from the Company, it is important to remember that your main
contact in terms of your investment remains the registered shareholder or custodian or broker who
administers the investment on your behalf. Therefore, any changes or queries relating to your personal
details and holding (including any administration) must continue to be directed to your existing contact
at your investment manager or custodian. The Company cannot guarantee to deal with matters that
are directed to it in error. The only exception to this is where the Company, in exercising one of its
powers under the 2006 Act, writes to you directly for a response.
8. Electronic communication:
Please note that the Company takes all reasonable precautions to ensure no viruses are present in
any electronic communication it sends out but the Company cannot accept responsibility for loss
or damage arising from the opening or use of any email or attachments from the Company and
recommends that the shareholders subject all messages to virus checking procedures prior to use.
Any electronic communication received by the Company, including the lodgement of an electronic Form
of Proxy, that is found to contain any virus, will not be accepted.
9. Voting and voting rights:
As at 5:00 p.m. on 13 March 2026 (being the latest business day prior to the publication of this
document), the Company’s issued share capital consists of 2,595,089,751 Ordinary Shares, carrying one
vote each. Therefore, the total number of voting rights in the Company as at 5:00 p.m. on 13 March
2026 is 2,595,089,751. The website referred to in Note 1 will include information on the number of
Ordinary Shares and voting rights.
Voting on the Resolutions will be conducted by way of a poll rather than on a show of hands,
as this is considered by the Board to reflect the views of shareholders more accurately. As soon
as practicable following the AGM, the results of voting at the AGM and the numbers of proxy votes
cast for and against and the number of votes actively withheld in respect of each Resolution will be
announced via a Regulatory Information Service and also placed on the Company’s website referred to
in Note 1 above.
10. Right to ask questions:
Any shareholder attending the AGM has the right to ask questions. The secure telephone line will
enable shareholders who attend the AGM remotely to ask questions during the meeting. Further
details on how to ask a question via the phone line will be made available to shareholders who
notify the Company Secretary at cosec@phpgroup.co.uk to request individual secure dial-in details.
The Company must cause to be answered any such question relating to the business being dealt with
at the AGM but no such answer need be given if:
• to do so would interfere unduly with the preparation for the AGM or involve the disclosure of
confidential information; or
• the answer has already been given on a website in the form of an answer to a question; or
• it is undesirable in the interests of the Company or the good order of the AGM that the question
be answered.
Notice of Annual General Meeting 2026 continued
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Strategic report Governance Financial statements Shareholder information
GUIDANCE NOTES FOR THE AGM AND ON APPOINTMENT
OF PROXIES continued
11. Audit concerns:
Under Section 527 of the 2006 Act a shareholder or shareholders meeting the threshold requirements
set out in that Section have the right to require the Company to publish on a website a statement
setting out any matter relating to: (i) the audit of the Company’s accounts (including the Auditor’s
Report and the conduct of the audit) that are to be laid before the meeting; or (ii) any circumstance
connected with the auditor of the Company ceasing to hold office since the previous meeting at which
annual accounts and reports were laid in accordance with Section 437 of the 2006 Act. The Company
cannot require the shareholders requesting any such website publication to pay its expenses in
complying with Sections 527 or 528 of the 2006 Act. Where the Company is required to place a
statement on a website under Section 527 of the 2006 Act, it must forward the statement to the
Company’s auditor not later than the time when it makes the statement available on the website.
The business which may be dealt with at the AGM includes any statement that the Company has
been required under Section 527 of the 2006 Act to publish on a website.
The request may be in hard copy form or in electronic form (stating your name and address and in the
case of an electronic communication stating Annual General Meeting in the subject line of the e-mail);
must either set out the statement in full or, if supporting a statement sent by another shareholder,
clearly identify the statement which is being supported; must be authenticated by the person or
persons making it; and must be received by the Company at least one week before the AGM.
12. Communication with the Company:
You may not use any electronic address provided either in this Notice of AGM or any related
documents (including the Form of Proxy accompanying this document) to communicate with the
Company for any purposes other than those expressly stated. All communication with the Company
in relation to the AGM should be by writing to Equiniti Limited, Aspect House, Spencer Road, Lancing
BN99 6DA or to the Company Secretary at the registered office of the Company set out at the foot
of the Notice of AGM.
13. Shareholders’ right to require the Company to give notice of a resolution
and include a matter in the business of the meeting:
Under Sections 338 and 338A of the Companies Act 2006, shareholders meeting the threshold
requirements set out in those sections may, subject to conditions, require the Company to give to
shareholders notice of a resolution which may properly be moved and is intended to be moved at
that meeting and/or to include in the business to be dealt with at the meeting any matter (other than a
proposed resolution) which may properly be included in the business at that meeting.
A resolution may properly be moved or a matter may properly be included in the business of the AGM
unless: (i) (in the case of a resolution only) it would, if passed, be ineffective (whether by reason of
inconsistency with any enactment or the Company’s constitution or otherwise); (ii) it is defamatory of
any person; or (iii) it is frivolous or vexatious. Such a request may be in hard copy or electronic form;
must identify the resolution of which notice is to be given or the matter to be included in the business;
must be authenticated by the person or persons making it; must be received by the Company (if sent in
electronic form at cosec@phpgroup.co.uk) not later than 17 March 2026, being the date six clear weeks
before the AGM; and (in the case of a matter to be included in the business at the meeting only) must
be accompanied by a statement setting out the grounds for the request.
14. Inspection of documents:
The following documents, which are available for inspection at an agreed time during normal business
hours at the registered office of the Company on any weekday (Saturdays, Sundays and public holidays
excluded), will also be available for inspection at the place of the AGM from 9:30 a.m. on the day of the
AGM until the end of the meeting:
i. copies of the service contracts of the Executive Directors under which they are employed by the
Company and the letters of appointment (and other related documents) of the Non-executive
Directors; and
ii. the Articles of Association of the Company.
Notice of Annual General Meeting 2026 continued
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Strategic report Governance Financial statements Shareholder information
Corporate calendar 2026
Annual General Meeting 29 April 2026
Announcement of half year results (provisional) 24 July 2026
Dividends
The Company intends to make quarterly dividend payments to shareholders in February, May, August
and November. The first quarterly dividend in 2026 (for which the record date was 30 January 2026)
with a payment date of 13 March 2026.
Further distributions are expected to be paid in May, August and November 2026.
Distributions from the Company may comprise PIDs (see below), ordinary cash dividends
or a combination of the two. PIDs have been paid by the Group since 1 January 2007.
Payment of dividends
If you would like your dividend/interest paid directly into your bank or building society account, you
should write to the Registrar including details of your nominated account. Although this will enable
your dividend/interest to be paid directly into your account, your tax voucher will be sent to your
registered address.
Dividend Reinvestment Plan (“DRIP”)
The Company offers a DRIP, provided by Equiniti Financial Services Limited, enabling shareholders to
use their cash dividend to buy further Ordinary Shares. For information on how to apply for the DRIP,
as well as its terms and conditions, please visit www.shareview.co.uk.
Scrip dividend scheme
The optional scrip dividend scheme previously offered to shareholders is currently been suspended and
management will keep this under review.
Investment account
The Company has made arrangements for Equiniti Financial Services Limited to provide an investment
account to allow lump sum and regular savings to facilitate the purchase of the Company’s Ordinary
Shares. Details and the forms required for this service can be accessed from the Company’s website
or alternatively at: www.shareview.co.uk/dealing.
For details of the service please contact Equiniti on +44 (0) 371 384 2030.
Equiniti Financial Services Limited is authorised and regulated by the Financial Conduct Authority.
As with all stock market investments, the price of shares can go down as well as up and on sale
investors may not get back the full amount they invested.
Taxation status
The REIT regulations require an REIT to distribute at least 90% of its exempt rental income
(as calculated for tax purposes) as a PID.
PIDs are paid out under deduction of withholding tax at the basic rate, currently 20%. Certain classes
of shareholders, including UK companies, charities, local authorities and UK pension schemes, may receive
PIDs without deduction of withholding tax, if a valid claim is lodged with the Company by a qualifying
shareholder. Shareholders who wish to apply for a tax exemption form should contact the Registrar.
The above is a general guide only and shareholders who have any doubt about their tax position should
consult their own appropriate independent professional adviser.
Registrar
The Company’s Registrar is Equiniti. In the event of any queries regarding your holding of shares, please
contact the Registrar free of charge on +44 (0) 371 384 2030 (lines are open 8:30 a.m. to 5:30 p.m.
Monday to Friday), or in writing to: Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99
6DA.
Changes of name or address must be notified to the Registrar in writing.
Equiniti Shareview dealing services
A quick and easy share dealing service is available to either sell or buy PHP shares. To deal online or by
telephone all you need is your Shareholder Reference Number, full postcode and date of birth. Your
Shareholder Reference Number can be found on your latest dividend statement. For further information
on this service, or to buy and sell shares, please contact Equiniti customer services on +44 (0) 371 384 2030
(8:30 a.m. to 5:30 p.m. Monday to Friday) or access www.shareview.co.uk/dealing.
Forward-looking statements
This document contains certain statements that are neither reported financial results nor other historical
information. These statements are forward looking in nature and are subject to risks and uncertainties.
Actual future results may differ materially from those expressed in or implied by these statements.
Many of these risks and uncertainties relate to factors that are beyond PHP’s ability to control or
estimate precisely, such as future market conditions, the behaviour of other market participants, the
actions of governmental regulators and other risk factors such as the Company’s ability to continue
to obtain financing to meet its liquidity needs, and changes in the political, social and regulatory
framework in which the Company operates or in economic or technological trends or conditions,
including inflation and consumer confidence, on a global, regional or national basis. Readers are
cautioned not to place undue reliance on these forward-looking statements, which speak only as of the
date of this document. PHP does not undertake any obligation to publicly release any revisions to these
forward-looking statements to reflect events or circumstances after the date of this document.
Information contained in this document relating to the Company should not be relied upon as a guide
to future performance.
Shareholder information
Primary Health Properties PLC Annual Report 2025
171
Strategic report Governance Financial statements Shareholder information
Adjusted earnings is EPRA earnings excluding the contract
termination fee and amortisation of MtM adjustments for fixed rate
debt acquired on the merger with MedicX.
Adjusted earnings per share is adjusted earnings divided by
the weighted average number of shares in issue during the year.
Adjusted net tangible assets (“adjusted NTA”) (which has
replaced the former adjusted EPRA net asset value alternative
performance measure) is EPRA net tangible asset value including,
not recognised by either IFRS or EPRA measures, the MtM
adjustment of the fixed rate debt. The objective of the adjusted
NTA measure is to highlight the value of net assets on a long term
basis.
Adjusted NTA per share is adjusted NTA divided by the number
of shares in issue at the balance sheet date.
Annualised rental income on a like-for-like basis is the contracted
rent on a per annum basis assuming a consistent number of properties
between each year.
Assura is Assura plc and its subsidiaries.
Average cost of debt is the total interest cost of drawn debt
and swaps, divided by the amount of drawn debt.
Axis is Axis Technical Services Limited.
Building Research Establishment Environmental Assessment
Method (“BREEAM”) assesses the sustainability of buildings
against a range of criteria.
Clinical Commissioning Groups (“CCGs”) are the groups of GPs and
other healthcare professionals that are responsible for designing
local health services in England with effect from 1 April 2013.
Company and/or Parent is Primary Health Properties PLC (“PHP”).
CSRD is Corporate Sustainability Reporting Directive.
Direct property costs comprise ground rents payable under head
leases, void costs, other direct irrecoverable property expenses,
rent review fees and valuation fees.
District Valuer (“DV”) is the District Valuer Service, being the
commercial arm of the Valuation Office Agency (“VOA”). It provides
professional property advice across the public sector and in respect
of primary healthcare represents NHS bodies on matters of valuation,
rent reviews and initial rents on new developments.
Dividend cover is the number of times the dividend payable
(on an annual basis) is covered by adjusted earnings.
Earnings per Ordinary Share from continuing operations (“EPS”)
is the profit attributable to equity holders of the Parent divided by
the weighted average number of shares in issue during the year.
EBITDA is operating profit excluding amortisation of intangibles,
Assura acquisition costs and investment property revaluations.
EPC is an Energy Performance Certificate.
European Public Real Estate Association (“EPRA”) is a real estate
industry body, which has issued Best Practice Recommendations in
order to provide consistency and transparency in real estate
reporting across Europe.
EPRA cost ratio is the ratio of net overheads and operating expenses
against gross rental income (with both amounts excluding ground
rents payable). Net overheads and operating expenses relate to all
administrative and operating expenses, net of any service fees,
recharges or other income specifically intended to cover overhead
and property expenses.
EPRA earnings is the profit after taxation excluding investment
and development property revaluations, gains/losses on disposals,
changes in the fair value of financial instruments and associated
close-out costs and their related taxation and amortisation of
non-monetary items such as intangible assets.
EPRA earnings per share is EPRA earnings divided by the
weighted average number of shares in issue during the year.
EPRA net assets (“EPRA NAV”) is the balance sheet net assets
excluding own shares held, the MtM value of derivative financial
instruments and the convertible bond fair value movement and
intangible assets.
EPRA NAV per share is the balance sheet net assets excluding
own shares held, the MtM value of derivative financial instruments
and the convertible bond fair value movement and intangible
assets, divided by the number of shares in issue at the balance
sheet date.
EPRA NNNAV is adjusted EPRA NAV including the MtM value
of fixed rate debt and derivatives.
EPRA net reinstatement value (“EPRA NRV”) is the balance sheet
net assets including real estate transfer taxes but excluding the
MtM value of derivative financial instruments, deferred tax and the
convertible bond fair value movement. The aim of the metric is to
reflect the value that would be required to recreate the Company
through the investment markets based on its current capital and
financing structure. Refer to Note 7.
EPRA NRV per share is the EPRA net reinstatement value divided
by the number of shares in issue at the balance sheet date. Refer
to Note 7.
EPRA net disposal value (“EPRA NDV”) (replacing EPRA NNNAV)
is adjusted EPRA NRV including deferred tax and the MtM value of
fixed rate debt and derivatives. The aim of the metric is to reflect
the value that would be realised under a disposal scenario. Refer to
Note 7.
EPRA net tangible assets (“NTA”) (which has replaced the former
EPRA net asset value alternative performance measure) is the
balance sheet net assets but excluding the MtM value of derivative
financial instruments, deferred tax and the convertible bond fair
value movement. The aim of the metric is to reflect the fair value of
the assets and liabilities of the Group that it intends to hold and
does not intend in the long run to sell. Refer to Note 7.
EPRA NTA per share is the EPRA net tangible assets divided by
the number of shares in issue at the balance sheet date. Refer to
Note 7.
EPRA vacancy rate is, as a percentage, the ERV of vacant space in
the Group’s property portfolio divided by the ERV of the whole portfolio.
Equivalent yield (true and nominal) is a weighted average of
the net initial yield and reversionary yield and represents the return
a property will produce based upon the timing of the income
received. The true equivalent yield assumes rents are received
quarterly in advance. The nominal equivalent assumes rents are
received annually in arrears.
Estimated rental value (“ERV”) is the external valuers’ opinion
as to the open market rent which, on the date of valuation, could
reasonably be expected to be obtained on a new letting or rent
review of a property.
Glossary of terms
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Gross rental income is the gross accounting rent receivable.
Group is Primary Health Properties PLC (“PHP”) and its subsidiaries.
Headline earnings is the profit after taxation excluding investment
and development property revaluations, gains/losses on disposals
and their related taxation.
HSE or the Health Service Executive is the executive agency of
the Irish government responsible for health and social services for
people living in Ireland.
IASs are International Accounting Standards as adopted by the
United Kingdom.
IFRSs are International Financial Reporting Standards as adopted
by the United Kingdom.
IFRS or basic net asset value per share (“IFRS NAV”) is the
balance sheet net assets, excluding own shares held, divided
by the number of shares in issue at the balance sheet date.
Interest cover is the number of times net interest payable is
covered by net rental income.
Interest rate swap is a contract to exchange fixed payments for
floating payments linked to an interest rate, and is generally used
to manage exposure to fluctuations in interest rates.
JSE is Johannesburg Stock Exchange, the largest stock exchange in
Africa.
Like for like compares prior year to current year excluding
acquisitions, disposals and developments.
London Interbank Offered Rate (“LIBOR”) is the interest rate
charged by one bank to another for lending money.
Loan to value (“LTV”) is the ratio of net debt to the total value
of properties.
Mark-to-market (“MtM”) is the difference between the book value
of an asset or liability and its market value.
MedicX is MXF Fund Limited and its subsidiaries.
MSCI (IPD) provides performance analysis for most types of real
estate and produces an independent benchmark of property returns.
MSCI (IPD) Healthcare is the UK Annual Healthcare Property Index.
MSCI (IPD) total return is calculated as the change in capital
value, less any capital expenditure incurred, plus net income,
expressed as a percentage of capital employed over the period,
as calculated by MSCI (IPD).
Net asset value (“NAV”) is the value of the Group’s assets minus
the value of its liabilities.
Net debt is total drawn debt, less cash and cash equivalents.
Net initial yield (“NIY”) is the annualised rents generated by
an asset, after the deduction of an estimate of annual recurring
irrecoverable property outgoings, expressed as a percentage of the
asset valuation (after notional purchasers’ costs).
Net related income is the related income after the payment
of direct property costs, which include service charge payments.
Net rental and related income is the sum of net rental income and
net related income.
Net rental income is the rental income receivable in the period
after payment of direct property costs. Net rental income is quoted
on an accounting basis.
Net zero carbon refers to the point at which a process, activity or
system, etc., produces net zero carbon emissions, through emissions
reduction, use of low or zero carbon energy and removal or offsetting
of residual emissions. In the context of buildings and activities
associated with the construction, refurbishment, maintenance and
operation of buildings, PHP refers to the UK Green Building Council’s
“Net zero carbon, a framework definition”.
NHSPS is NHS Property Services Limited, the company wholly owned
and funded by the Department of Health, which, as of 1 April 2013,
has taken on all property obligations formerly borne by primary
care trusts.
Occupancy is the level of units occupied, after deducting the ERV
vacancy rate.
Parity value is calculated based on dividing the convertible bond
value by the exchange price.
Progressive returns is where returns are expected to continue
to rise each year.
Progressive dividends is where dividends are expected
to continue to rise each year on a per share basis.
Property Income Distribution (“PID”) is the required distribution
of income as dividends under the REIT regime. It is calculated as
90% of exempted net income.
Real Estate Investment Trust (“REIT”) is a listed property
company which qualifies for and has elected into a tax regime
which exempts qualifying UK profits arising from property rental
income and gains on investment property disposals from corporation
tax, but which has a number of specific requirements.
Related income is the property and service charge income
generated from the Axis business.
Rent reviews take place at intervals agreed in the lease and their
purpose is usually to adjust the rent to the current market level at
the review date.
Rent roll is the passing rent, being the total of all the contracted
rents reserved under the leases.
Reversionary yield is the anticipated yield which the initial yield
will rise to once the rent reaches the ERV and when the property
is fully let. It is calculated by dividing the ERV by the valuation.
Retail Price Index (“RPI”) is the official measure of the general
level of inflation as reflected in the retail price of a basket of goods
and services such as energy, food, petrol, housing, household goods,
travelling fare, etc. RPI is commonly computed on a monthly and
annual basis.
RICS is the Royal Institution of Chartered Surveyors.
RPI linked leases are those leases which have rent reviews which
are linked to changes in the RPI.
Special reserve is a distributable reserve.
Sterling Overnight Interbank Average Rate (“SONIA”) is the
effective overnight interest rate paid by banks for unsecured
transactions in the British Sterling market.
Total expense ratio (“TER”) is calculated as total administrative
costs for the year divided by the average total asset value during
the year.
Glossary of terms continued
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Total property return is the overall return generated by properties
on a debt-free basis. It is calculated as the net rental income generated
by the portfolio plus the change in market values, divided by opening
property assets plus additions.
£m
Net rental and related income (A) 225
Revaluation deficit and profit on sales (B) 54
Total return (C) 279
Opening property assets 2,753
Weighted additions in the period 1,208
Total weighted average closing property assets (D) 3,961
Income return (A/D) 5.7%
Property return (B/D) 1.3%
Total property return (C/D) 7.0%
Total shareholder return is calculated as the movement in the
share price for the period plus the dividends paid, divided by the
opening share price.
Weighted average facility maturity is calculated by multiplying
each tranche of Group debt by the remaining period to its maturity
and dividing the result by total Group debt in issue at the year end.
Weighted average unexpired lease term (“WAULT”) is the
average lease term remaining to first break, or expiry, across
the portfolio weighted by contracted rental income.
Yield on cost is the estimated annual rent of a completed
development divided by the total cost of development, including
site value and finance costs expressed as a percentage return.
Yield shift is a movement (usually expressed in basis points) in
the yield of a property asset, or like-for-like portfolio, over a given
period. Yield compression is a commonly used term for a reduction
in yields.
Glossary of terms continued
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Stockbrokers
Deutsche Numis
45 Gresham Street
London EC2V 7BF
Peel Hunt LLP
7th Floor
100 Liverpool Street
London EC2M 2AT
Shore Capital
Cassini House
57-59 St James’s Street
London SW1A 1LD
Solicitors
CMS Cameron McKenna Nabarro Olswang
LLP
Cannon Place
78 Cannon Street
London EC4N 6AF
Gowling WLG (UK) LLP
4 More London Riverside
London SE1 2AU
TLT LLP
20 Gresham Street
London EC2V 7JE
McCann FitzGerald
Riverside One
Sir John Rogerson’s Quay
Dublin 2
Pinsent Masons
30 Crown Place
Earl Street
London EC24 4ES
Auditor
Deloitte LLP
1 New Street Square
London EC4A 3HQ
Bankers
Aviva Public Private Finance Limited
St Helens
1 Undershaft
London EC3P 3DQ
Barclays Bank PLC
1 Churchill Place
London E14 5HP
Citi
33 Canada Square
London E14 5LB
HSBC Bank PLC
8 Canada Square
London E14 5HQ
Lloyds Bank PLC
25 Gresham Street
London EC2V 7HN
Santander UK PLC
2 Triton Square
Regent’s Place
London NW1 3AN
The Royal Bank of Scotland PLC
250 Bishopsgate
London EC2M 4AA
Property valuers
Avison Young (UK) Limited
65 Gresham Street
London EC2V 7NQ
CBRE
Connaught House
Number One Burlington Road
Dublin 4
Cushman & Wakefield
125 Old Broad Street
London EC2N 1AR
Jones Lang LaSalle
30 Warwick Street
London W1B 5NH
Knight Frank LLP
55 Baker Street
London W1U 8AN
Financial risk management consultant
Chatham
12 St James’s Square, St James’s
London SW1Y 4LB
Advisers and bankers
Primary Health Properties plc’s commitment to environmental issues is reflected
in this Annual Report, which has been printed on Magno Satin, an FSC
®
certified
material. This document was printed by Pureprint Group using its environmental
print technology, with 99% of dry waste diverted from landfill, minimising the
impact of printing on the environment. The printer is a CarbonNeutral
®
company.
Both the printer and the paper mill are registered to ISO 14001.
CBP035115
Produced by Design Portfolio
www.design-portfolio.co.uk
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Strategic report Governance Financial statements Shareholder information
Primary Health Properties PLC Annual Report 2025
Primary Health Properties PLC
Registered office:
Website:
www.phpgroup.co.uk
Registered in England Number:
3033634