TIDMTHRL
RNS Number : 9211O
Target Healthcare REIT PLC
12 February 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 IN
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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
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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.
12 February 2021
TARGET HEALTHCARE REIT PLC
("Target" or the "Company", together with its subsidiaries, the
"Group")
Proposed Issue of Equity
and
Notice of General Meeting
Target Healthcare REIT plc (LSE: THRL), the UK listed specialist
investor in modern, purpose-built care homes, announces its
intention to raise approximately GBP50 million by way of an initial
placing, offer for subscription and intermediaries offer (together,
the "Initial Issue") at an issue price of 111 pence per new
Ordinary Share ("New Share").
Highlights
-- The Initial Issue will be conducted at an issue price of 111
pence per New Share (the "Initial Issue Price"), which represents a
discount of 4.8 per cent. to the closing share price of 116.6 pence
per existing ordinary share in the capital of the Company
("Existing Shares") on 11 February 2021 (being the last business
day prior to this announcement) and a 2.6 per cent. premium to the
Company's last reported EPRA NAV per Ordinary Share of 108.2 pence
as at 31 December 2020
-- The Group's portfolio has continued to demonstrate its high
quality and defensive characteristics throughout the COVID-19
pandemic with the Company's rental income remaining substantially
unaffected, demonstrating the stable and secure nature of the
portfolio's cashflows
-- By 1 February 2021, vaccinations had been made available to
residents and staff in all of the Group's care homes, with
substantial uptake across both groups. This should allow for
increased admissions and, in due course, safer visits and a greater
variety of social activities for residents to resume, ultimately
enabling occupancy recovery. Target Fund Managers Limited (the
"Investment Manager") notes that a number of the Company's tenants
have recently reported high levels of enquiries with one of the
Company's largest tenants experiencing record levels of new
enquiries in January 2021
-- The Investment Manager continues to believe in the underlying
long-term fundamentals of the sector, with the pandemic reinforcing
the essential requirement for high quality, modern, purpose-built
care homes with en-suite wet-room facilities, to provide a safe
environment that enables effective infection control and that best
provides for residents' needs
-- The Investment Manager has identified an attractive
investment pipeline of GBP224 million consisting of:
o GBP47 million of imminent acquisition assets which consist of
three operational modern care homes and one forward funding
project
o GBP177 million of near-term pipeline assets which are
currently in negotiations and consist of ten operational modern
care homes, five forward funding projects and one forward
commitment to acquire a pre-let care home upon construction
reaching practical completion
-- In October 2020, the Company increased the quarterly dividend
in respect of the year ending 30 June 2021 by 0.6 per cent. to 1.68
pence per share. The Company's annual dividend target for the year
ending 30 June 2021 is therefore 6.72 pence per share, which
represents an implied dividend yield of 6.1 per cent. based on the
Initial Issue Price (1)
In conjunction with the Initial Issue, the Directors intend to
implement a placing programme to enable the Company to raise
additional equity capital through the issue of up to 150 million
New Shares in the 12 month period from 4 March 2021 to 11 February
2022 (the "Placing Programme"). The Placing Programme will allow
the Company to tailor future equity issuance to its pipeline,
providing flexibility and minimising cash drag.
The Initial Issue is being conducted in accordance with the
terms and conditions to be set out in the prospectus in relation to
the Initial Issue and Placing Programme (the "Prospectus"), which
is expected to be published by the Company following its approval
by the Financial Conduct Authority. Both the Initial Issue and
Placing Programme are conditional, amongst other things, on the
approval by the Company's shareholders ("Shareholders") in general
meeting (the "General Meeting"), further details of which are set
out in this announcement and will be set out in the Circular, when
published.
Malcolm Naish, Chairman of the Company, said:
" The very challenging period we have come through has clearly
shown that the kinds of assets we own, together with the
operational capabilities of our dedicated and professional occupier
base, are well-placed to manage the complex requirements of the
care home sector and its residents. The momentum behind the
underlying fundamentals of the sector remains unchanged, as
reflected in the record level of enquiries last month which was
reported by one of the Company's largest tenants, and with the roll
out of the vaccination programme progressing well, we are in a
position now to respond to that demand.
"The pandemic has starkly underlined the critical need for more
high quality, well designed care homes. While we prudently paused
our investment programme in the first half of 2020, we now believe
there is sufficient visibility to return to our disciplined
acquisition strategy. We have identified a strong pipeline of
attractive potential investments and the structure of the fundraise
we are announcing today provides us with the flexibility to be
selective, but also to act quickly in a competitive market. "
Portfolio update
Target was created with the purpose of advancing the much-needed
modernisation of the UK's care home real estate, through long-term
investment. It has been, since its launch, a promoter of the need
to improve real estate standards within this sector in order that
the dedicated professionals providing care can do so, providing
dignity and safety to residents. While the Company paused its
acquisition activity early in the pandemic to ensure flexibility
and balance sheet strength, evidence from portfolio performance and
activity in the UK care home investment market, as well as progress
on the roll-out of vaccinations, provide visibility that the
medium-longer term outlook is positive.
The Investment Manager's specialist insight and experience as an
engaged landlord within the care home sector has been demonstrated
throughout the pandemic. There is a clear increase in demand for
modern care homes and the Investment Manager continues to work hard
in its stewardship of the portfolio and in sourcing a strong
pipeline of attractive assets. Throughout the pandemic, the
Company's tenants continue to care for their residents with the
utmost skill and compassion. The Company has, through the
Investment Manager, kept in close communication with its tenants to
provide support, share best practice, and to continue its usual
monitoring programme as an informed and engaged landlord. In recent
months more than ever, the benefits of modern fit-for-purpose care
homes were clearly exhibited, allowing for effective infection
control and shielding, while ensuring dignity for residents. In
addition, the Company gifted tablet devices to each care home to
assist residents and carers to stay in touch with loved ones.
With mass testing being made available to all care homes since
July 2020 this has increased the proportion of asymptomatic results
over the last eight months. As at 1 February 2021, there were
confirmed COVID-19 cases in 2.1 per cent. of total portfolio beds
across eleven care homes, down from the peak of 3.2 per cent.
suspected or confirmed cases across 32 care homes during the third
week of April 2020. The substantial progress in rolling out the
vaccine in recent weeks has been a source of great encouragement,
and by 1 February 2021, vaccinations have been made available to
residents and staff in all of the Group's care homes, with
substantial uptake across each group. The roll-out of the
vaccination programme across the portfolio provides shielding from
the worst effects of the virus for residents and staff and allows
for increased admissions, in due course, safer visits and a greater
variety of social activities for residents to resume, ultimately
enabling occupancy recovery from latent demand. This optimism is
supported by reports from many of the Company's tenants having
recently reported high levels of enquiries with one of the
Company's largest tenants experiencing record levels of new
enquiries in recent weeks.
The Company's portfolio of modern, purpose-built care home
assets diversified by tenant, geography and source of resident fees
has demonstrated its robustness and resilience throughout the
COVID-19 pandemic, with 94 per cent. of rent due and payable in
respect of the period from 11 March 2020 (when COVID-19 was
declared a global pandemic by the World Health Organisation) to 31
December 2020 having been collected, demonstrating the stable and
secure nature of the portfolio's cashflows. In recent months,
positive asset management developments were achieved in relation to
two tenants who comprise the majority of recent and ongoing rent
arrears. Occupancy and trading is improving towards the levels
anticipated by the investment case at one of the two care homes
operated by a tenant that is new to the sector. That care home has
been paying 100 per cent. of rent in advance over recent months
while the other care home has made slower progress in part due to
restrictions put in place throughout the pandemic. Progress has
also been made towards commitments to replace the other tenant who
has been operating two of the Group's care homes, with terms agreed
on both a financial settlement in respect of outstanding rental
arrears and with an incoming tenant for one of the care homes.
Following recent conversations with the Group's tenants as part
of its quarterly tenant resiliency review and ahead of the full
December 2020 management information being received, it is expected
that the next figures in underlying occupancy and profitability
will show a decline due to the ongoing lockdown restrictions over
recent months impacting the rate of admissions which may lead to
requests for rental concessions. The Company will consider any such
requests on a case-by-case basis and consider using mitigants such
as rental deposits held, where appropriate. Currently one of the
Company's tenants has used its rent deposit to pay its most recent
rental payment, although the Investment Manager expects the deposit
to be paid back in full during February 2021. The Investment
Manager has ongoing engagement with the Group's tenants to
proactively assist and monitor performance.
Another of the Group's tenants, comprising approximately 4 per
cent. of the Group's total rent, has recently requested a rental
deferral for the next quarterly payment due in March 2021 and
thereafter a partial deferral of payments over the medium term
given the difficulties it is facing as a result of the COVID-19
Pandemic. The tenant has presented a mechanism for subsequent
payment of the deferred amounts from ring-fenced sums, with the
Group having additional protection from 6 months' worth of rental
deposit monies held. The Investment Manager is currently reviewing
the request, including reviewing the tenants current financial and
operational situation. The Investment Manager's expectation is that
the Group's rental collection, earnings and dividend cover metrics
will not be materially impacted by this requested concession.
The Company is also envisaging the sale of one care home in the
near future as the tenant has indicated that it intends to exercise
its option to buy back the care home. The market value of this care
home represents approximately 1 per cent. of the aggregate market
value of the Group's portfolio as at 31 December 2020. The sale
would be accretive to NAV and would represent a minimum IRR of 9
per cent. for the Group.
Despite some of the short-term challenges faced by tenants as
noted above, the Board believes there will be a strong recovery in
underlying occupancy through 2021.
Background to the Initial Issue and Placing Programme
The Group listed on the London Stock Exchange's Main Market on 7
March 2013 with an investment remit to focus on a diversified
portfolio of modern, purpose-built care homes that are let to high
quality tenants who demonstrate strong operational capabilities and
an active care ethos, both of which the Company believes are
critical to long-term success in the care home business.
The Company's positive impact on the UK's social care sector is
at the heart of its investment philosophy. Its environmentally
efficient care homes serve their respective local markets at
sustainable rental levels, and deliver a high quality offering,
with en-suite wet-rooms and good public and private spaces. The
Investment Manager continues to be an advocate of the benefits that
intelligently designed, modern care homes can bring and wants more
residents, care professionals with good governance and local
communities to benefit from their positive social impact.
The Group's care homes benefit from favourable local dynamics,
including supportive demographics, as well as long leases at
sustainable rental levels. These leases are typically structured to
include annual rental uplifts (RPI-linked or fixed) and cure
rights. Informed by its proprietary research, the Group has built a
portfolio of high quality assets in the right locations, with the
services and facilities that suit its tenants' needs. This is set
against a backdrop of an increasing population of those aged over
85 in the UK, a shift in how society cares for its elderly, and an
insufficient supply of en-suite, wet-room accommodation demand for
which has been highlighted during the COVID-19 pandemic. There is a
chronic undersupply for these fit-for-purpose care homes whereby
demand far outstrips supply with a c.273,000 shortage of
appropriate quality beds.
Since IPO, the Group has carefully crafted an investment
portfolio which currently consists of 76 properties, including 73
modern care homes with en-suite wet rooms and good public and
private spaces, and three pre-let sites, which are being developed
through capped forward funding commitments with established
development partners. The portfolio has a high level of
diversification across its 27 tenant covenants, geography and
source of funding through the ultimate end-users. Crucially, whilst
the portfolio and tenant base are diversified, the asset quality is
unequivocally consistent. In excess of 95 per cent. of beds in the
Company's portfolio are housed in modern, fit-for-purpose care
homes, characterised by having en-suite wet-rooms throughout,
accommodation designed for twenty-first century social care and a
wide availability of public space, both indoors and out, for the
residents.
The Company, together with its Investment Manager, is passionate
about providing high quality environments for the tenants and their
residents, whilst noting that modern assets with modern amenities
provide a greater level of future-proofing to the business. The
long weighted average unexpired lease term of 28.7 years and the
potential benefit of annual (RPI or fixed) rental uplifts in the
Group's lease contracts are vital in helping to protect the
Company's future financial returns. In selecting its assets, the
Group looks for buildings that are specifically designed to be
operated as homes, not care facilities. Due partly to this
specification, as well as other factors such as geography and
average fee rates charged by the Company's tenants, the portfolio
has a bias towards residents who pay for their care privately
(either in whole or through a mix of private and public funding),
which provides a measure of financial insulation to the Company's
tenants who continue to face various issues arising from, inter
alia, the current uncertainty around public sector funding in their
sector.
The Group's portfolio was externally valued at GBP647.7 million
as at 31 December 2020. The pandemic continues to affect real
estate markets globally. Nevertheless, as at the valuation date
some property markets have started to function again, with
transaction volumes and other relevant evidence returning to levels
where an adequate quantum of market evidence exists upon which to
base opinions of value. Accordingly, and for the avoidance of
doubt, the Colliers valuation at 31 December 2020 is not reported
as being subject to 'material valuation uncertainty' as defined by
VPS 3 and VPGA 10 of the RICS Valuation - Global Standards.
Use of Proceeds
The Company believes the long-term fundamental demand drivers
for elderly care have not changed, nor have the advantages of the
Group's strong care ethos and strategy of owning modern,
purpose-built care homes which house residents in self-contained
wings, facilitate enhanced infection control, and, as needed, allow
effective isolation of residents in their own rooms safely and
effectively through the required provision of private en-suite
wet-rooms.
Despite a challenging and competitive environment, the Group has
demonstrated that it can continue to grow its portfolio on
accretive terms whilst being highly selective with its approach to
acquisition opportunities. Since the Group's last equity issuance
in September 2019, the Group has acquired 13 modern care homes for
a total consideration of c.GBP134 million.
As at 31 December 2020, the Group's Loan to Value ("LTV") was 22
per cent. After adjusting for commitments relating to the Group's
development programme, contingent deferred considerations that may
become payable and cash prudently restricted for general corporate
purposes, the Group currently has uncommitted capital available of
approximately GBP21 million which can be used for investment into
new assets, meaning the Group's LTV upon full investment would be
c.31 per cent.
The Investment Manager continues to explore investment
opportunities across the market and, owing to its established
reputation in this property sub-sector, is well positioned to
source opportunities. The Investment Manager is currently in
advanced negotiations in relation to four imminent acquisition
assets for an aggregate consideration of approximately GBP47
million (including costs). These assets consist of three
operational modern care homes and one forward funding project with
a weighted net initial yield of 5.8 per cent. The Investment
Manager is also in negotiations in relation to the near term
acquisition of some pipeline assets for an aggregate consideration
of GBP177 million, consisting of ten modern operational care homes,
five forward funding projects and one forward commitment to acquire
a pre-let care home upon construction reaching practical
completion. In accordance with the Company's investment strategy,
all of these assets are high quality, modern, purpose-built care
homes with full en-suite wet-room facilities and are expected to be
acquired for yields that are representative of assets of similar
quality and location within its portfolio.
The Directors intend to use the net proceeds of the Placing
Programme to acquire investments, once identified by the Investment
Manager, in accordance with the Company's investment objective and
investment policy. The Placing Programme should therefore enable
the Investment Manager to make a series of property acquisitions
whilst also mitigating the risk of cash drag on Shareholders'
funds.
Benefits of the Initial Issue and Placing Programme
The Board believes that the Initial Issue and Placing Programme
will have the following benefits for the Shareholders and the
Company.
-- Facilitate the Company to continue with its growth strategy,
provide scale to its investment portfolio and increase the
liquidity of its shares by increasing the market capitalisation of
the Company and further diversifying the shareholder register;
-- Provide additional equity capital which should enable the
Company to pursue current attractive investment opportunities in
the market and make further investments in accordance with the
Company's investment policy and within its strict appraisal
criteria further enabling the Company to remain well positioned in
the face of increased competition and the anticipated sector-wide
flight to high quality care home assets with wet room showers in
en-suite facilities;
-- Further diversify the portfolio by introducing new tenants to
the Group and operating in geographical locations that are
currently under-represented in the portfolio;
-- Deliver a larger equity base over which the fixed costs of
the Company may be spread, thereby reducing the Company's ongoing
costs per Share; and
-- The Placing Programme will allow the Company to align future
equity capital fundraises with its pipeline, providing flexibility
and with the intention of minimising cash drag.
The Initial Issue and the Placing Programme will be conditional
on Shareholder approval being granted at the General Meeting.
Expected timetable
Publication of the Prospectus and Circular 12 February 2021
Initial Placing, Offer for Subscription 12 February 2021
and Intermediaries Offer opens
Latest time and date for receipt of application 11 a.m. on 24 February
forms under the Offer for Subscription and 2021
Intermediaries Offer
Latest time and date for receipt of forms 12 p.m. on 25 February
of proxy in respect of the General Meeting 2021
Latest time and date for receipt of commitments 11 a.m. on 25 February
under the Initial Placing 2021
Results of the Initial Issue announced by close of business
on 26 February 2021
General Meeting 12 p.m. on 1 March
2021
Admission and dealings in New Shares commence 8 a.m. on 3 March
2021
The timetable is subject to change at the discretion of the
Company, Stifel Nicolaus Europe Limited ("Stifel") and Dickson
Minto W.S . ( " Dickson Minto " or " DM " ). If any of the above
times and/or dates change, the revised times and/or dates will be
notified to shareholders by announcement through a Regulatory
Information Service. References to time in this announcement are to
London time.
Further information on the Initial Issue and Placing
Programme
The Company is proposing to raise gross proceeds of
approximately GBP 50 million through the issue of 45,045,046 New
Shares at 111 pence per New Share pursuant to the Initial Issue.
The Initial Issue Price represents a discount of 4.8 per cent. to
the closing price of 116.6 pence per Existing Share on 11 February
2021 (being the last business day prior to the date of this
announcement) and a 2.6 per cent. premium to the Company's last
reported EPRA NAV per Ordinary Share as at 31 December 2020 of
108.2 pence.
The Company is targeting an issue of approximately GBP50 million
with the Initial Issue size based on the Company's investment
pipeline as well as the Company's ongoing focus to minimise any
potential cash drag on returns. In the event that the Company has
demand from investors which exceeds GBP50 million, the Company may
consider increasing the size of the Initial Issue (subject to a
maximum cap of 150 million New Shares, being the total size of the
Placing Programme including the Initial Issue). Any decision to
upsize would only be made after careful consideration of the
prevailing market conditions, the availability and estimated price
of the properties that the Investment Manager has identified as
being suitable for purchase by the Company and the length of time
it would likely take to acquire them.
The Initial Issue may be scaled back by the Directors for any
reason, including where it is necessary to scale back allocations
to ensure the Initial Issue proceeds align with the Company's post
fundraise acquisition and leverage targets.
The Offer for Subscription is being made in the UK only but
subject to applicable laws the Company may issue and allot New
Shares on a private placement basis to applicants in other
jurisdictions. The public generally (unless they are located or
resident outside the UK) may apply for New Shares through the Offer
for Subscription or the Intermediaries Offer.
The Initial Issue, which is not underwritten, is conditional,
inter alia, on:
-- Shareholders approving the ordinary resolution to allot up to
150 million New Shares and the special resolution to disapply the
pre-emption rights attaching to the issue of such New Shares in
relation to the Initial Issue and Placing Programme at the General
Meeting;
-- the placing agreement dated 12 February 2021 relating to the
Initial Issue and Placing Programme entered into between the
Company, the Investment Manager and Stifel (the "Placing
Agreement") becoming wholly unconditional (save as to Admission (as
defined below)) and not having been terminated in accordance with
its terms prior to Admission; and
-- Admission occurring by 8.00 a.m. on 3 March 2021 (or such
later date as the Company and Stifel may agree not being later than
31 March 2021).
The Initial Issue will only become effective if all of the
conditions referred to above are satisfied or waived (as the case
may be in respect of condition (ii) above) on or before 3 March
2021 (or such later date as the Company and Stifel may agree not
being later than 31 March 2021). If the conditions are not met, the
Initial Issue will not proceed and, in such an event, subscription
monies will be returned without interest at the risk of the
applicant to the bank account from which the money was
received.
The Initial Placing will close at 11 a.m. on 25 February 2021 or
such later date as the Company, Stifel and Dickson Minto, acting as
sponsor to the Company, may agree.
The results of the Initial Issue are expected to be announced on
26 February 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 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 (the "FCA") 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 8.00 a.m.
(London time) on 3 March 2021 ("Admission").
The Initial Issue, which is not underwritten, is conditional
upon, inter alia, Admission becoming effective no later than 8.00
a.m. on 3 March 2021 (or such later date as the Company and Stifel
may agree in writing, being not later than 8.00 a.m. on 31 March
2021) and the Placing Agreement becoming wholly unconditional (save
as to Admission) and not having been terminated in accordance with
its terms prior to Admission.
The New Shares, when issued, will rank pari passu for all
dividends or other distributions declared, made or paid after
Admission and in all other respects will rank pari passu with the
Existing Shares. For the avoidance of doubt, based on the current
expected timetable, the New Shares will qualify for the quarterly
dividend which relates to the period 1 January 2021 to 31 March
2021, which is expected to be paid in May 2021.
The Existing Shares are already admitted to trading on the Main
Market and to CREST. It is expected that all New Shares, when
issued pursuant to the Initial Issue and/or the Placing Programme,
will be capable of being held and transferred by means of
CREST.
The Initial Issue will be subject to the terms and conditions
set out in the Prospectus which is expected to be published
shortly. Further details of the Initial Issue and the Placing
Programme will also be set out in the Prospectus.
Placing Programme
In light of the attractive pipeline of investment opportunities,
the Directors intend to continue to increase progressively the size
and scale of the Company in order to allow it, amongst other
things, to maximise its in-built economies of scale. In order to
move closer to this objective, whilst also minimising the costs
associated with equity issues, the Directors intend to implement a
Placing Programme, alongside the Initial Issue. The Placing
Programme, if approved, would allow the Directors the flexibility
to issue over the course of the next 12 months, in aggregate, up to
150 million Ordinary Shares (less the number of New Shares issued
pursuant to the Initial Issue).
Notice of General Meeting
A notice, together with a shareholder circular which sets out
further details of the Initial Issue and the Placing Programme (the
"Circular"), will be posted to shareholders to convene a general
meeting to approve, amongst other things, the Initial Placing,
Offer for Subscription and Intermediaries Offer and the Placing
Programme.
The Board believes that the Initial Issue and the Resolutions
are in the best interests of the Company and Shareholders as a
whole. Accordingly, the Board unanimously recommends that you vote
in favour of the Resolutions, as the Directors intend to do in
respect of their own beneficial holdings.
A copy of the circular will also be submitted to the National
Storage Mechanism and will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
The General Meeting is to be held at 12 p.m. on 1 March 2021 at
the offices of Dickson Minto, 16 Charlotte Square Edinburgh EH2
4DF. Given the risks posed by the spread to COVID-19 and in
accordance with the provisions of the Company's articles of
association and Government guidance, the Directors are likely to
impose entry restrictions on attendance at the General Meeting in
order to ensure the health, wellbeing and safety of the Company's
shareholders and officers as well as compliance with the venue's
security requirements.
Shareholders may and are strongly encouraged to participate in
the business of the General Meeting by exercising their votes in
advance of the General Meeting and may submit any questions by
email to info@targetfundmanagers.com or by calling 01786 845
912.
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
A copy of this announcement will be available on the Company's
website at www.targethealthcarereit.co.uk. Neither the content of
the Company's website, nor the content on any website accessible
from hyperlinks on its website for any other website, is
incorporated into, or forms part of, this announcement nor, unless
previously published by means of a recognised information service,
should any such content be relied upon in reaching a decision as to
whether or not to acquire, continue to hold, or dispose of,
securities in the Company.
Terms used and not defined in this announcement bear the meaning
given to them in the Prospectus proposed to be published by the
Company following its approval by the Financial Conduct
Authority.
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
FTI Consulting
+44 20 3727
Dido Laurimore TargetHealthcare@fticonsulting.com 1000
Claire Turvey
Richard Gotla
Notes
(1) Target dividend yield is a target only and not a profit
forecast. There is no guarantee that the target dividend yield can
be achieved and it should not be taken as an indication of expected
or actual future returns.
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 published by the
Company will be made 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 before
making an investment decision in order to fully understand the
potential risks and rewards associated with the decision to invest
in New Shares. The approval of the Prospectus 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 as that term is used and defined in section 86(7) of
the Financial Services and Markets Act 2000, such financial
intermediary will also be deemed to have represented, acknowledged
and agreed that the New Shares acquired by it in the Initial 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 Initial 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 Initial 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 Initial 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.
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END
IOEDKBBPBBKKKBD
(END) Dow Jones Newswires
February 12, 2021 02:00 ET (07:00 GMT)
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