Good morning, ladies and gentlemen, and welcome to the Assura plc Annual General Meeting. Throughout this recorded meeting, attendees online will be in listen-only mode. Questions are encouraged and can be submitted at any time using the Q&A tab situated on the right-hand corner of your screen. Just please simply type in your questions at any time and press send. The company may not be in a position to answer every question submitted today. However, all questions will be reviewed with responses published on the Investor Meet Company platform. I'd now like to hand over to Non-Executive Chairman, Ed Smith. Good morning, sir. Good morning, and thank you very much. Good morning, everyone, and it is, as has been said, now 11 o'clock, and there is a quorum present. It's particularly nice to have four shareholders present with us in the room this morning, as well as those viewing live via the Investor Meet Company platform. Investors watching the meeting via this platform are able to see and hear the AGM but are not seen or heard by the board, and as made clear in the notice of the AGM, are not able to vote via that platform. Questions may be submitted in writing over the platform and will be addressed at relevant points during the AGM. I'm joined here today by all of my fellow directors, and I'll just briefly introduce them to you before we begin. Company secretary on my left, Orla, Louise Fowler, Jonathan Davies, Jayne Cottam, Jonathan Murphy, Noel Gordon, four of our shareholders. Lara Naqushbandi, who is a board fellow under a board fellowship program we are jointly investing in. Sam Barrell and Emma Cariaga. Jonathan, you'll now provide us with a brief overview of the first quarter results, which were announced this morning. Yes. Thanks, Ed, and good morning, everyone, and glad to welcome you all to the AGM. I'm sure you all have seen the announcement this morning. Very pleased to say that we've had a very strong first quarter to the year. We were very pleased with the way we ended last year. We had a very strong performance last year in terms of outperforming the market's expectations in terms of earnings and also from a net asset value point of view. We were delighted with the progress we made particularly on the financing side last year. We completed our sustainability bond this time last year, as well as an equity raise towards the back end of October, which means that we entered the new financial year very well capitalized and in a very strong position. I'm pleased to say that we've then been able to continue to deliver on our growth plans, continuing to complete both acquisitions and developments, and you know, with in excess of GBP 100 million invested in the first quarter, which is you know, a very strong start to the year. We are also seeing our developments moving forward, so we've had two developments complete in the first quarter, and we're starting on site with a further two sites. Now, we are moving slightly cautiously with our developments, so I'm sure you all will have read in the papers about construction cost inflation, supply chain disruption, and it's fair to say that we are experiencing some delays on some of our projects. We are adopting a cautious approach and only moving forward with schemes once we've got certainty on pricing, we've got fixed price contracts in place, and we're certain that we've got the right partner, and we've got all the commercials lined up with the NHS before pressing ahead. We might be slightly slower than anticipated in terms of developments, but we've still got a very strong pipeline of opportunities. I mean, ultimately, the NHS remains in a position where it has a very strong requirement for further investment in the types of assets that we produce. That hasn't changed given the economic circumstances, so we anticipate that there will continue to be further projects and further opportunities for us to invest over the coming months and for the rest of the year. Though we will be adopting a you know, a disciplined approach and only pursuing those opportunities that we feel will provide a real return in the current environment. In terms of available facilities, as I mentioned, we did a bond last year. We did our equity raise, so we're very well capitalized, and we had available cash and undrawn facilities of in excess of GBP 226 million at the end of June. We have the available resources to continue to deliver on the opportunities that we see in front of us, and our debt book is incredibly strongly positioned. You know, over seven years of maturity, everything is fixed, so we've got no exposure to short-term interest rates. Overall, on balance, very pleased with the progress to the financial year, and we continue to see good opportunities moving forward. Thank you, Jonathan. This is now an opportunity for any questions that have come in online but also any questions that our shareholders would like to ask about the company performance. Perhaps I'll start by asking colleagues who have joined us, shareholders who have joined us in the room. Yes, sir. Thank you. If you'd like to give your name. Very pleased to be a shareholder. What's the size of the projects you're doing? You're not only involved in building hospitals, are you? Yeah. The size of relatively small projects. The average size of our developments will be GBP 7 million-GBP 8 million, that type of size. Not sort of, you know, GBP 100 million, GBP 100 million hospitals. There are some projects which are a little bit bigger. You might have read in our results presentation we talked about, we've just done a scheme in Birmingham, which is an ambulance hub. That project is in excess of GBP 20 million. We've got a project up in the Northeast which is just under GBP 20 million. Those are a bit bigger. We do a range, but those are sort of that's the upper limit really. No, we're not building large scale hospitals. It's community health facilities, whether that's directly occupied by GPs or supporting the NHS in some other way. Do you get involved with partners at all in any bigger projects? Yes, absolutely. Really good example, that ambulance hub that I mentioned, that's the first time we've done an ambulance hub. We didn't build that ourselves. We went into partnership with a company that had experience in that area. Though interestingly, what we've done is we've learned from that project and we're now bidding on a second project where actually we will lead and we'll learn from that and take the lead on the next one. You're absolutely right. If it's slightly outside of our core, we would look for a partner to work with. Yeah. You know, like Balfour Beatty got involved in a big hospital project. Absolute disaster. That's a different scale to us. Yeah. One of the good things about type of projects we work on is we've got 18 projects, so they're all relatively modest in size, so you don't have all your eggs in one basket. Mm. You've got 18 different contractors 'cause obviously, you know, contractor failure is a risk that you could face. We're well diversified, well spread out, and they're relatively modest projects. Yeah. Okay. No, no. After you. What percentage of your rents are inflation linked, and what's the inflation cap? Very good question. Yes. In terms of our rent roll split, 65% of our leases are under open market rent reviews. That's effectively negotiated with the NHS. There's no cap or collar on those, but it's what you negotiate with the NHS. Last year they delivered growth of 1.4%, so they have an indirect linkage to construction cost inflation, and that's a commercial negotiation. That's 65%. Then you have 15% of the portfolio which is uncapped RPI direct with the NHS. Well, that's the RPI. This year that will be 12%, I think, is the most recent estimate. That's 15% of the portfolio. We then have another 6%, which is RPI, but has a cap, and typically everyone's different, but it's about 4% is the normal cap. We have the last 14%, which is a fixed uplift or other metrics. You know, 2% every year or steps or whatever. You've got the overall shape. 65% open market. 21% RPI, of which 15% is uncapped. You've got the 14%, which is fixed uplift. It's not a complete index-linked portfolio, but it's got very strong characteristics. The side I was going to ask for that is, are any of your borrowings, inflation index-linked from a lender- Yeah. Is it a fixed rate? In which case, presumably the company is in a very good position because it's getting inflation linked uplifts on its premises and fixed rate borrowings. Yeah. Must be. Do you want to explain a little bit more about the debt book and how it's set up, Jayne? Yeah. As the trading update says, all of our debt is fixed. Our maturity is now 7.7 years. You are absolutely right. If we did our sustainability bond last year, 1.625%, GBP 300 million with a 12-year maturity. The year before we did a social bond, 10-year money at 1.5%. All of our longer dated debt is at a much lower fixed rate. Everything we have is fixed. There is nothing variable that's drawn at the moment. Our weighted average interest rate has actually come down to 2.3%. You are right. We are very, very well positioned. We've got cash with some available facilities, GBP 266 million to manage all of our ambitious plans going forward. Thank you. If I may just sort of supplementary. Of course. In terms of health service organization. Yeah. What sort of covenants do we have in the event that practices emerge and then there is say a practice could close down? In terms of, there are two ways that we have. We have 82% of the rent roll, which is linked to the NHS, and there are two ways that can be done. One is sort of direct with the NHS and then the other way is via the GPs. If we've got a lease with a GP practice and they have a GMS contract, then the GPs have a statutory right to have that rent reimbursed. So long as they are operating that contract from that location, then you've got effectively an NHS guarantee. Now, in the event that they close that practice and discontinue that GMS contract, then effectively the doctors would be transferring that liability from the NHS to themselves. This has happened to us in one case, and in that situation, the partners closed their contract and effectively transferred a liability to about GBP 160,000 from the NHS to themselves. Right. Now, as soon as they realized that's what they've done, funnily enough, they decided that wasn't the course of action they wanted to go down, and they had a different conversation with the NHS. Actually what happened in that scenario was they said, "We do want to retire. We want to step back." They did it rather than walking out the door and triggering a liability, they had a conversation, they agreed and they agreed a plan and the NHS took over the lease of that building, and they became employed GPs. Over a number of years, they've subsequently gone on to retire. There'll be a managed process. If there isn't a managed process, the GPs end up exposed, which is why there's that one case. They've attracted. We've never actually seen that situation. We're constantly having conversations with our occupiers to understand, you know, what their outlook is, you know. If they have any concerns, you know, we encourage them to talk to the NHS so that, because the system absolutely wants that center to stay occupied and stay open, so providing services to those patients, even if the individual doctors might be coming up to retirement age and might want to leave. Right. The current pension arrangements are, of course, promoting early retirement. It's really unhelpful. Yeah. It's really unhelpful. It's actually just as bad in hospitals as well. Yes. Essentially, yes, as you reach the upper limit of your pension cap, effectively to stay and work another year, you can get a really punitive tax bill, and it's encouraging GPs to retire early. It's. Yes. It's. Well, I know. I won't. Slightly broader agenda. Yeah. Everybody's living longer anyway. Yes. Perhaps not the best pension policy, shall we say, but I'll leave it at that. Jayne, you had some questions that have come through on the, Yeah. The chat for me. Please do. There you go. Yep. In terms of the pre-submitted questions, we've got a question from Alessandro which is saying, "What is the raison d'être of the company?" Gosh, that's a philosophical one. "And where do you draw the line between shareholder and stakeholder interest?" What's the raison d'être of the company? We have an overall mission, which is we build for health, which is about providing the right facilities to support the NHS in, you know, delivering successful health outcomes and reducing health inequality. That's the overall objective. Obviously, in that, you know, we have multiple stakeholders. We have shareholders, and we provide, you know, a 4.7% dividend yield that we've been growing at 5% a year, and that's obviously absolutely essential. We have banks that we have to raise money from and bondholders that we have to provide returns, and we have an investment-grade rating for that. We obviously have our team who we'll use as a key stakeholder who we have to make sure that we look after 'cause we can't do anything without the team supporting us. Of course, we have a commitment and an obligation to support the environment and to do what we can to support sustainability. There isn't one, is the short answer, Alessandro. It's a mixed model that we have all stakeholder interests at heart. I mean, clearly, the financial returns is a key priority for us, but then so is sustainability and making sure that we deliver that. You can't do one without the other. You know, we can't deliver positive health outcomes if we don't give good financial returns because we need the support from investors and banks to be able to fund that. It's not mutually exclusive. It's mutually supportive. A further question from Alessandro is. Is there an optimal size for the company, either by number of assets or financially? Really good question. Over the last five years, we have effectively doubled the size of the business. We've got now almost a GBP 3 billion portfolio. And as part of that process, by becoming larger, we've been able to access the bond market, for example. Because we can now afford to raise GBP 300 million in one go with a bond, we can get better interest rates because it's a deeper, more liquid market. Scale gives you certain advantages in terms of capital markets. You can raise equity more efficiently. You can raise bonds more efficiently. That's an advantage. There's definitely an advantage in terms of efficiency. You know, we have a certain amount of overhead. We have a certain amount of corporate overhead. Obviously, if you have a larger portfolio, you can spread that over your fixed costs over a larger base. You know, over the last eight years, we have brought our cost ratio down from 20% of our income to about 13%. Clearly, again, you can see there's an economy of scale. There are economies of scale. Is there an optimal size? Well, no, there isn't really. There are benefits from being slightly larger, but equally, we don't chase size for its own reward. It's about whether it provides the right overall return. We're very comfortable with the size we have. We have delivered economies of scale, but there isn't really a target around size. We're very comfortable if we continue to grow, but equally, we'd be very comfortable at the current size of the business. I hope that helps, Alessandro. A further question we've had online is from Nick. What are your views on adding social prescribing facilities to your offering, which could include gym, sport, gardening, tai chi, green spa or using, making use of green space? Really good question, Nick. It's actually a question we got asked by a shareholder at our AGM about seven years ago, which was really interesting 'cause then, I remember it very well, 'cause at that time, social prescribing wasn't really something that people were talking about. He was involved with a charity that was providing those types of activities and supporting his local GP. It was the first time I'd really heard of that. It's now something that we really actively support. We, you know, provide. We have our Assura Community Fund, which supports health and wellness activities linked to our buildings. Social prescribing is a really important part of that. That could be a garden for providing for a communal garden for people to come and socialize and use the garden. It could be supporting walking groups. It could be providing you know an ability to get debt advice, for example. Might sound very non-health-related, but actually worrying about finances actually can have a material impact on your well-being and your health. All of those things, absolutely. We do that either through our own, through the green spaces, through our projects with the community fund or working with the GPs. It's a really, really good question 'cause it's a really important part of what we do. A question from Andrew, which I'll ask Jayne to answer, which is: What percentage of your borrowing is fixed versus variable? It's quite an easy one. Yeah. Andrew, all of our debt is fixed. 2.3% average interest rate. We have no variable rate borrowing at this time. Okay. That's the last of the questions that we've had submitted online. Okay. Any further questions? Oh, just one quick Yeah. I'm just hoping you don't have a cladding problem by any chance? No. On your premises? Sorry. Could- Yeah, just one thing. Not getting much information from my ISAs and things like that. I presume on your voting list, there'll be the share buybacks, will there? That seems to be automatic, didn't it? That is a bit of a pet peeve for me to share buybacks. You're a growth company, so I hope you don't ever get driven down that road. Sort of kidding me to the city like it. You see, this is the trouble. The other thing is, the other nasty is these smart city bankers come and say, "Oh, sell and lease back. Mm-hmm. You know, load yourself down with some debt. Dividends are dividends. You know, I mean, you're a growth company. Yes. Don't waste your money share buyback, because you expect it, you know. Yeah. You're gonna need the finance. Yes. You know, there's no skew in your financial structure, GBP 300 billion, go and buy some shares. No, I You're not gonna. No. Well, I mean, you've got to time it. If you wanted to do that, you'd have to time it right, et cetera. Yeah. We do have a general provision to give us flexibility on how we deal with our share capital in general. Okay. There's a question on the AGM which is asking for authority. I can assure you, we have no plans to enter into any share buybacks. We have plenty of opportunities to deploy that capital into health facilities and new projects. The idea of buying shares is not on the agenda. It just means, you know, you get these companies, we don't know what to do with our money. Mm-hmm. You know. I think we have. If you pay big dividends, you avoid it. They're nicer, so I don't pay the tax on it. That's currently not a problem we seem to have. Yeah. So. Not, you know, it's It's not a plan of ours. No, I think it's a different view between the institutions and the private shareholder. Yeah. You know. We know who wins the net battle, but there we are. You say you have limited information through your ISA shareholding, although the website has it. If you'd like my set of accounts to take away. Okay. Yeah. You can please do, because, I can easily get another one, and it's an excellent read. I'd rather go online through it. It's an excellent read. I feel sorry for my postman. I live in a block of flats with no relationships. They trudge up with empty holiday brochures, which get quickly recycled. Enjoy reading that, which is an excellent read. Yeah. I'll look I'll look at the annual report one just to read as well. We'll see you next year and answer questions on the annual report. Thank you. Okay. Thank you very much. We'll now proceed with the formal business of the AGM, which consists of the 18 resolutions which are set out in the notice of meeting dated the 1st of June, and which was sent to you together with an explanatory note, and the annual report itself. As mentioned in the circular and as committed under the articles of association, I direct that all business to be transacted at today's AGM be voted on by way of a poll. This will result in a more accurate reflection of the views of shareholders, by ensuring that every vote is recognized, including the votes of those shareholders who are unable to attend physically, but who have appointed proxies for the meeting. Shareholders present in person, corporate representatives, and proxies are, of course, entitled to vote. The notice of the meeting includes no less than 18 items of business for your consideration. An explanation of each of these is set out in the AGM circular. In summary, Resolution 1 covers the annual report and accounts for the year ended 31st of March 2022. Resolution 2 seeks approval of the directors' remuneration policy for the year ended 31st of March 2022, contained in the annual report and accounts, which so you can read at your leisure. Resolution 3 seeks approval by way of advisory resolution of the directors' remuneration report for the year ended 31st of March 2022, contained in the annual report and accounts. Resolutions 4 and 5 are our audit-related resolutions. Resolution 6-13 cover the re-election of Louise Fowler, Jonathan Murphy, Jayne Cottam, Jonathan Davies, Sam Barrell, Emma Cariaga, Noel Gordon, and myself as directors. Resolutions 14-18 cover capital and other issues, including authorizations relating to the allotment of share capital and the disapplication of preemption rights, the repurchase of shares, and the notice period for general meetings. Resolutions 15-18 are proposed as special resolutions. Does anyone have any questions on any of today's resolutions before we proceed to voting? I think I'm fine. I can explain the voting procedure, but I'd mention now the fact because all resolutions will be voted on by way of a poll. These resolutions will be, in effect, voted on simultaneously rather than sequentially. Accordingly, this is a one opportunity for you to ask any questions you might have before I ask you to vote. The process. Company Secretary, Orla, will act as scrutineer in connection with the poll. She will be assisted by our registrar, Link Asset Services. Only shareholders or their proxies or corporate representatives are entitled to vote on the poll. To vote on the poll, you will need the poll card, which you were given upon registration. If you wish to vote on the poll in more than one capacity, you will need a separate poll card for each capacity in which you wish to vote. If you need a further poll card, please put your hand up now. Obviously only colleagues who are physically present, and one will be passed to you. Those shareholders present who have returned a form of proxy need not complete the poll card unless they wish to alter their voting instructions now. However, if a shareholder completes a poll card now, any proxy vote that has already been given will be canceled. When the poll procedure commences, you should insert your name in the poll card in the places indicated, full name of the shareholder. If you're using the poll card to vote on only some of the shares registered, then you have to insert the number of shares, and put a cross in respect of each resolution to indicate you're voting for or against that resolution. You should then sign the card in the place indicated, and the cards will be collected after you have completed them. Does anybody have any questions on the voting? Sorry, I have to go through that for obvious reasons. I know, given that the number of AGMs have not taken place. Mm. Physically and over the last couple of years, it's worth reminding everybody. We can now commence the poll. Have you all submitted the form? Four of you submitted as necessary? We all did. Would you like to hand the? Yeah. Thank you very much. You'll get them some voting then. Thank you very much. As there are no more poll cards to be completed, the poll is now closed. The results of the poll on each resolution will be determined by Orla Ball as scrutineer. This will take some time. The results will be announced by an RNS as soon as practical, and we expect it, to be honest, to be later today. We have significant proxy votes lodged at the relevant proxy cutoff time, and these are also available from Orla should anybody wish to see them. That concludes the AGM, and we thank all of our shareholders. As Jonathan rightly said, you know, we are very focused on shareholder value. In providing shareholder value, we are also conscious of our wider stakeholder obligations and community, and the virtuous circle that is created by driving, being a really great organization to do business with, and the delivery of that shareholder value. We thank you for your support, as shareholders in that endeavor. With that, thank you for attending the AGM, and I call the meeting closed. Thank you very much. That's great. Thank you very much indeed. Could I please ask attendees online not to close this session as we'll now automatically redirect you to the opportunity to provide your feedback in order that the board can better understand your views and expectations. This will only take a few moments to complete, but I'm sure will be greatly valued by the company. On behalf of the board of Assura plc, we'd like to thank you for attending this today's annual general meeting online, and may I wish you all a very pleasant morning. Thank you. Thank you very much. Thank you. Thank you. Thank you so much.