TIDMTHRL
RNS Number : 1893L
Target Healthcare REIT PLC
09 September 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
INCLUDING, WITHOUT LIMITATION, THE UNITED STATES, ANY MEMBER STATE
OF THE EUROPEAN ECONOMIC AREA (OTHER THAN TO PROFESSIONAL INVESTORS
IN THE REPUBLIC OF IRELAND OR THE NETHERLANDS), CANADA, AUSTRALIA,
THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND AND JAPAN.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS. THIS
ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE
CONSTRUED AS, ANY OFFER FOR SALE OR SUBSCRIPTION OF, OR
SOLICITATION OF ANY OFFER TO BUY OR SUBSCRIBE FOR, ANY SECURITIES
IN TARGET HEALTHCARE REIT PLC (THE "COMPANY") OR SECURITIES IN ANY
OTHER ENTITY, IN ANY JURISDICTION, INCLUDING THE UNITED STATES, NOR
SHALL IT, OR ANY PART OF IT, OR THE FACT OF ITS DISTRIBUTION, FORM
THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY CONTRACT OR
INVESTMENT DECISION WHATSOEVER, IN ANY JURISDICTION. THIS
ANNOUNCEMENT DOES NOT CONSTITUTE A RECOMMATION REGARDING ANY
SECURITIES.
THIS ANNOUNCEMENT HAS BEEN DETERMINED TO CONTAIN INSIDE
INFORMATION FOR THE PURPOSES OF THE UK VERSION OF MARKET ABUSE
REGULATION (EU) NO. 596/2014, WHICH IS PART OF UK LAW BY VIRTUE OF
THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMED. UPON PUBLICATION
OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN.
9 September 2021
TARGET HEALTHCARE REIT PLC
("Target" or the "Company", together with its subsidiaries, the
"Group")
Increase in Issue Size
Further to the Company's announcement on 26 August 2021, the
Board of Target Healthcare REIT plc has carefully considered the
strong level of support from investors during the marketing
roadshow, along with the attractive investment pipeline sourced by
the Investment Manager, and has consequently decided to increase
the size of the Issue to a maximum of GBP125 million.
The timetable pursuant to the Issue remains unchanged except the
latest time for the receipt of commitments under the Issue is now 1
p.m., on 9 September 2021. The results of the Issue are expected to
be announced on 10 September 2021.
The New Shares will be issued and credited as fully paid and
will rank pari passu in all respects with the Existing Shares. The
New Shares will be issued in registered form and will be capable of
being held in both certificated and uncertificated form.
The Issue is conditional, amongst other things, on Admission of
the Ordinary Shares occurring no later than 8 a.m. on 14 September
2021 (or such later time and/or date as the Company, Stifel
Nicolaus Europe Limited ("Stifel") and Dickson Minto W.S. ("Dickson
Minto" or "DM") may agree) and the Placing Agreement not being
terminated and becoming unconditional in accordance with its
terms.
The Company will apply for admission of the New Shares to
listing on the premium listing segment of the Official List of the
Financial Conduct Authority and to trading on the Main Market for
listed securities of the London Stock Exchange plc (the "London
Stock Exchange"). It is expected that settlement of subscriptions
in respect of the New Shares and admission will take place and that
trading in the New Shares will commence at 8 a.m. (London time) on
14 September 2021 ("Admission").
The Issue is not underwritten. The Issue may be scaled back by
the Company for any reason, including where it is necessary to
scale back allocations to ensure the Issue proceeds align with the
Company's post fundraise acquisitions and leverage targets.
Timetable
Latest time and date for receipt of commitments 1 p.m. on 9 September
under the Issue 2021
Results of the Issue announced 10 September 2021
Admission and dealings in New Shares commence 8 a.m. on 14 September
2021
The Issue is being conducted in accordance with the terms and
conditions in Part 11 of the Prospectus published on 12 February
2021, as supplemented by the supplementary prospectus published by
the Company on 27 May 2021 (the "Prospectus") (the "Terms and
Conditions"). For the avoidance of doubt, to the extent that the
Issue exceeds 95,945,946 New Shares (being the maximum number of
Shares which can be issued by the Company pursuant to the Placing
Programme) ("Excess Shares"), the Terms and Conditions shall apply
to the issue of such Excess Shares as if they were being issued
pursuant to the Placing Programme.
The times and dates set out in the expected timetable above may
be adjusted by the Company. In such circumstances, detail of the
new dates will be notified to the Financial Conduct Authority and
the London Stock Exchange and an announcement will be made through
a Regulatory Information Service.
Dealing codes for the Ordinary Shares and the New Shares
Ticker: THRL
ISIN for the New Shares: GB00BJGTLF51
SEDOL for the New Shares: BJGTLF5
The Company's LEI: 213800RXPY9WULUSBC04
Terms used and not defined in this announcement bear the meaning
given to them in the Proposed Issue of Equity announcement
published by the Company on 26 August 2021 and in the
Prospectus.
Enquiries:
Target Fund Managers Limited (Investment Manager to the
Company)
+44 1786 845
Kenneth MacKenzie 912
+44 1786 845
Gordon Bland 912
Stifel Nicolaus Europe
Limited
+44 20 7710
Mark Young mark.young@stifel.com 7600
+44 20 7710
Mark Bloomfield mark.bloomfield@stifel.com 7600
+44 20 7710
Rajpal Padam rajpal.padam@stifel.com 7600
+44 20 7710
Jack McAlpine jack.mcalpine@stifel.com 7600
FTI Consulting
+44 20 3727
Dido Laurimore TargetHealthcare@fticonsulting.com 1000
Claire Turvey
Richard Gotla
Important Information
The person responsible for arranging for the release of this
announcement on behalf of Target Healthcare REIT plc is Kenneth
MacKenzie, Founder and Chief Executive of Target Fund Managers.
The information contained in this announcement is given at the
date of its publication (unless otherwise marked) and is subject to
updating, revision and amendment from time to time.
This announcement which has been prepared by, and is the sole
responsibility of, the Directors of the Company, has been approved
solely for the purposes of section 21 of the Financial Services and
Markets Act 2000, as amended, ("FSMA") by the Investment Manager,
which is authorised and regulated by the Financial Conduct
Authority.
This announcement is an advertisement and does not constitute a
prospectus relating to the Company and does not constitute, or form
part of, any offer or invitation to sell or issue, or any
solicitation of any offer to subscribe for, any shares in the
Company in any jurisdiction nor shall it, or any part of it, or the
fact of its distribution, form the basis of, or be relied on in
connection with or act as any inducement to enter into, any
contract therefor. Copies of the Prospectus, as supplemented by the
supplementary prospectus, published on 27 May 2021 by the Company
are available from the registered office of the Company, the
offices of Stifel and on the Company's website
www.targethealthcarereit.co.uk .
Recipients of this announcement who are considering acquiring
New Shares are reminded that any such acquisition must be made only
on the basis of the information contained in the Prospectus which
may be different from the information contained in this
announcement. Potential investors should read the Prospectus, in
order to fully understand the potential risks and rewards
associated with the decision to invest in New Shares. The approval
of the Prospectus, as supplemented by the supplementary prospectus,
published on 27 May 2021 by the Financial Conduct Authority should
not be considered as an endorsement of the Company or of the New
Shares.
This announcement does not contain or constitute an offer for
sale or the solicitation of an offer to purchase securities in the
United States. The New Shares have not been and will not be
registered under the US Securities Act of 1933, as amended (the
"Securities Act") or under any securities laws of any state or
other jurisdiction of the United States and may not be offered,
sold, taken up, exercised, resold, renounced, transferred or
delivered, directly or indirectly, within the United States except
pursuant to an applicable exemption from or in a transaction not
subject to the registration requirements of the Securities Act and
in compliance with any applicable securities laws of any state or
other jurisdiction of the United States. There will be no public
offer of the New Shares in the United States.
This announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer or
invitation to purchase or subscribe for, or any solicitation to
purchase or subscribe for, any securities in any jurisdiction. No
offer or invitation to purchase or subscribe for, or any
solicitation to purchase or subscribe for, any securities will be
made in any jurisdiction in which such an offer or solicitation is
unlawful. The information contained in this announcement is not for
release, publication or distribution to persons in the United
States, any member state of the EEA (other than to professional
investors in the Republic of Ireland or the Netherlands) Canada,
Australia, the Republic of South Africa, New Zealand or Japan, and
should not be distributed, forwarded to or transmitted in or into
any jurisdiction, where to do so might constitute a violation of
local securities laws or regulations.
Stifel, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting solely for the
Company and no-one else in connection with the transactions and
arrangements described in this announcement and will not regard any
other person (whether or not a recipient of this announcement) as a
client in relation to the transactions and arrangements described
in this announcement. Stifel is not responsible to anyone other
than the Company for providing the protections afforded to clients
of Stifel or for providing advice in connection with the contents
of this announcement or the transactions and arrangements described
herein.
Dickson Minto, which is authorised and regulated by the
Financial Conduct Authority, is acting only for the Company in
connection with the matters described in this announcement and is
not acting for or advising any other person, or treating any other
person as its client, in relation thereto and will not be
responsible for providing the regulatory protection afforded to
clients of DM or advice to any other person in relation to the
matters contained herein.
In the case of any New Shares being offered to a financial
intermediary within the meaning of Article 5 of Regulation (EU)
2017/1129 (as as it forms part of UK law by virtue of the European
Union (Withdrawal) Act 2018) , such financial intermediary will
also be deemed to have represented, acknowledged and agreed that
the New Shares acquired by it in the Issue have not been acquired
on a non-discretionary basis on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in
circumstances which may give rise to an offer of any New Shares to
the public other than their offer or resale in a relevant member
state to qualified investors as so defined or in circumstances in
which the prior consent of the Company or Stifel has been obtained
to each such proposed offer or resale. Each of the Company and
Stifel and their respective affiliates will rely on the truth and
accuracy of the foregoing representation, acknowledgement and
agreement.
This announcement may include statements that are, or may be
deemed to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates",
"anticipates", "expects", "intends", "may", "will" or "should" or,
in each case, their negative or other variations or comparable
terminology. All statements other than statements of historical
facts included in this announcement, including, without limitation,
those regarding the Company's financial position, strategy, plans,
proposed acquisitions and objectives, are forward-looking
statements.
Forward-looking statements are subject to risks and
uncertainties and, accordingly, the Company's actual future
financial results and operational performance may differ materially
from the results and performance expressed in, or implied by, the
statements. These forward-looking statements speak only as at the
date of this announcement and cannot be relied upon as a guide to
future performance. The Company, the Investment Manager, DM and
Stifel expressly disclaim any obligation or undertaking to update
or revise any forward-looking statements contained herein to
reflect actual results or any change in the assumptions, conditions
or circumstances on which any such statements are based unless
required to do so by the Financial Services and Markets Act 2000,
the Prospectus Regulation Rules of the Financial Conduct Authority
or other applicable laws, regulations or rules.
None of the Company, the Investment Manager, DM or Stifel, or
any of their respective affiliates, accepts any responsibility or
liability whatsoever for or makes any representation or warranty,
express or implied, as to this announcement, including the truth,
accuracy or completeness of the information in this announcement
(or whether any information has been omitted from the announcement)
or any other information relating to the Company or associated
companies, whether written, oral or in a visual or electronic form,
and howsoever transmitted or made available or for any loss
howsoever arising from any use of the announcement or its contents
or otherwise arising in connection therewith. The Company, the
Investment Manager, DM and Stifel, and their respective affiliates,
accordingly disclaim all and any liability whether arising in tort,
contract or otherwise which they might otherwise have in respect of
this announcement or its contents or otherwise arising in
connection therewith.
Information to Distributors
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK MiFIR Product Governance
Requirements") and/or (where applicable to EEA investors and EEA
firms) the product governance requirements contained within: (a) EU
Directive 2014/65/EU on markets in financial instruments, as
amended (" Directive 2014/65/EU "); (b) Articles 9 and 10 of
Commission Delegated Directive (EU) 2017/593 supplementing
Directive 2014/65/EU ; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the UK MiFIR Product Governance Requirements or the MiFID II
Product Governance Requirements, as applicable) may otherwise have
with respect thereto, the New Shares have been subject to a product
approval process, which has determined that the New Shares are: (i)
compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and
eligible counterparties, each as respectively defined in paragraphs
3.5 and 3.6 of the FCA Handbook Conduct of Business Sourcebook or
the MiFID II Product Governance Requirements, as applicable; and
(ii) eligible for distribution through all permitted distribution
channels (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the New Shares may decline and investors could lose all or part
of their investment; the New Shares offer no guaranteed income and
no capital protection; and an investment in the New Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Issue and the Placing
Programme.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Chapters 9A or 10A respectively of the FCA
Handbook Conduct of Business Sourcebook or the MiFID II Product
Governance Requirements, as applicable; or (b) a recommendation to
any investor or group of investors to invest in, or purchase, or
take any other action whatsoever with respect to the New
Shares.
Each distributor is responsible for undertaking its own Target
Market Assessment in respect of the New Shares and determining
appropriate distribution channels.
Marketing disclosures pursuant to UK AIFMD and the AIFMD (as
defined below)
The Company is an externally managed alternative investment fund
and has appointed Target Fund Managers Limited
as its alternative investment fund manager (the " AIFM ") for the purposes of UK AIFMD.
Pursuant to: (i) the requirements of the Financial Conduct
Authority Rules implementing the EU Alternative Investment Fund
Managers Directive (2011/61/EU) ("AIFMD") in the United Kingdom and
related UK laws (including Commission Delegated Regulation (EU) No
231/2013, as it forms part of UK law by virtue of the European
Union (Withdrawal) Act 2018) (together, "UK AIFMD"), which continue
to apply notwithstanding the United Kingdom's withdrawal from the
European Union; and (ii) the requirements of the AIFMD, the AIFM is
required to make available to persons in the United Kingdom and the
European Union who are invited to and who choose to participate in
the Issue , by making an oral or written offer to subscribe for New
Shares, including any individuals, funds or others on whose behalf
a commitment to subscribe for New Shares is given (the
"Subscribers") certain information (the "Article 23 Disclosures").
For the purposes of the Issue , the AIFM has made the Article 23
Disclosures available to Subscribers in the 'Investor Disclosure'
footnote of the Company's website at:
www.targethealthcarereit.co.uk.
PRIIPS
In accordance with the UK version of Regulation (EU) No
1286/2014 of the European Parliament and of the Council of 26
November 2014 on key information documents for packaged retail and
insurance-based investment products which is part of UK law by
virtue of the European Union (Withdrawal) Act 2018, as amended (the
"PRIIPs Regulation"), the AIFM has prepared a key information
document (the "KID") in respect of the ordinary shares of GBP0.01
each in the capital of the Company ("Ordinary Shares"). The KID is
made available by the AIFM to "retail investors" in the United
Kingdom prior to them making an investment decision in respect of
the Ordinary Shares
at www.targetfundmanagers.com .
If you are distributing Ordinary Shares, it is your
responsibility to ensure that the KID is provided to any
clients that are "retail clients" in the United Kingdom.
The AIFM is the only manufacturer of the Ordinary Shares for the
purposes of the PRIIPs Regulation and none of Stifel, DM or the
Company are manufacturers for these purposes. None of Stifel, DM or
the Company makes any representations, express or implied, or
accepts any responsibility whatsoever for the contents of the KID
prepared by the AIFM nor accepts any responsibility to update the
contents of the KID in accordance with the PRIIPs Regulation, to
undertake any review processes in relation thereto or to provide
the KID to future distributors of Ordinary Shares. Each of Stifel,
DM and the Company and their respective affiliates accordingly
disclaim all and any liability whether arising in tort or contract
or otherwise which it or they might have in respect of the key
information documents prepared by the AIFM. Investors should note
that the procedure for calculating the risks, costs and potential
returns in the KID are prescribed by laws. The figures in the KID
may not reflect actual returns for the Company and anticipated
performance returns cannot be guaranteed.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOELPMLTMTTMBLB
(END) Dow Jones Newswires
September 09, 2021 02:00 ET (06:00 GMT)
Target Healthcare Reit (LSE:THRL)
Gráfica de Acción Histórica
De Mar 2024 a Abr 2024
Target Healthcare Reit (LSE:THRL)
Gráfica de Acción Histórica
De Abr 2023 a Abr 2024
