TIDMTHRL
RNS Number : 9260J
Target Healthcare REIT PLC
26 August 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
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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.
26 August 2021
TARGET HEALTHCARE REIT PLC
("Target" or the "Company", together with its subsidiaries, the
"Group")
Proposed Issue of Equity
Target Healthcare REIT plc (LSE: THRL), the UK listed specialist
investor in modern, purpose-built care homes, announces its
intention to raise approximately GBP100 million by way of an issue
pursuant to its existing Placing Programme (the "Issue") at an
issue price of 115 pence per new Ordinary Share (the "New Shares").
The Investment Manager currently has its strongest pipeline of
acquisition opportunities to date, including a major portfolio of
18 care homes which the Company has entered into an exclusivity
agreement to acquire.
Highlights
-- The Issue will be conducted at an issue price of 115 pence
per New Share (the "Issue Price"), which represents a discount of
5.9 per cent. to the closing share price of 122.2 pence per
existing ordinary share in the capital of the Company ("Existing
Shares") on 25 August 2021 (being the last business day prior to
this announcement) and a 4.2 per cent. premium to the Company's
last reported EPRA NAV per Ordinary Share of 110.4 pence as at 30
June 2021
-- 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
-- The Investment Manager continues to believe in the underlying
long-term fundamentals of the sector, with the COVID-19 pandemic
reinforcing the requirement for high quality, modern, purpose-built
care homes with ensuite wet room facilities, to provide a safe
environment that best provides for residents' needs
-- The Investment Manager has identified a strong pipeline of
attractive acquisition opportunities, totaling GBP230 million (the
"Pipeline Assets") and consisting of:
o A major portfolio of 18 operational modern care homes which
the Company has entered into an exclusivity agreement to acquire
and on which it is completing due diligence (the "Acquisition
Portfolio"). The Investment Manager has unparalleled knowledge of
the individual assets within the Acquisition Portfolio, having
originally sourced 17 out of the 18 care homes on behalf of the
vendor as well as providing it with asset management services. The
Acquisition Portfolio generates an annual contracted rent of GBP9.1
million and has collected 100 per cent. of rent due throughout the
COVID-19 pandemic
o Six assets in the final stages of due diligence consisting of
three operational modern care homes and three forward-fund, pre-let
development projects
-- The Company is currently in advanced negotiations in relation
to GBP100 million of long-term debt from one of the Group's
existing lenders which will be used to part-fund the Pipeline
Assets
-- The Company today announces it is targeting a dividend for
the year ending 30 June 2022 of 6.76 pence per share, a 0.6 per
cent annual increase(1) , which represents an implied dividend
yield of 5.9 per cent. based on the Issue Price
Malcolm Naish, Chairman of the Company, said:
"Against by far the most challenging backdrop in the Company's
history, our modern, purpose-built care home portfolio has been a
consistent and robust performer, with rent collection of 95 per
cent. for the three most recent quarters, continued valuation
uplifts and improving occupancy levels.
"At a time of increasing investor appetite for the stable,
uncorrelated returns that our portfolio has consistently delivered,
we believe these transactions will be transformational both in
terms of scaling the Company and providing greater diversification
by tenant and geography, as well as our mission to take a leading
role in supporting and improving the UK care sector."
Portfolio update
Target was created with the purpose of advancing the much-needed
modernisation of the UK's care home real estate, through providing
long-term institutional 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 for residents.
The Investment Manager's specialist insight and experience as an
engaged landlord within the care home sector has been demonstrated
throughout the COVID-19 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 Company's portfolio and in
sourcing an attractive pipeline of assets. Throughout the COVID-19
pandemic, the Company's tenants continue to care for residents with
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. The benefits of
modern fit-for-purpose care homes have been clearly exhibited since
the outbreak of the COVID-19 pandemic, allowing for effective
infection control and shielding, while ensuring dignity for
residents.
The Company's portfolio of modern care home assets diversified
by tenant, geography and source of resident fees has demonstrated
its robustness and resilience throughout the COVID-19 pandemic,
with rent collection of 95 per cent. for the three most recent
quarters, demonstrating the stable and secure nature of the
portfolio's cashflows. As anticipated, occupancy levels across the
mature portfolio have begun to recover from the lows seen in the
first quarter of 2021, with encouraging growth of c.5 percentage
points in the quarter to 30 June 2021. This aligns with the strong
enquiry levels from potential residents reported by the Group's
tenants in recent months. Reported COVID-19 cases across the
portfolio remain very low. As at mid-August, there were confirmed
COVID-19 cases in 0.2 per cent. of total portfolio beds across
three 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. In addition, all residents and staff have had access to
COVID-19 vaccinations, with substantial uptake across each group.
The vaccine deployment across the portfolio provides shielding from
the worst effects of the virus for residents and staff and allows
for increased admissions.
Tenant management information for the recent June 2021 quarter
end has shown the portfolio rent cover to be stable, with
underlying resident occupancy increasing. Concessions made to
tenants during the COVID-19 pandemic to date have generally been to
allow monthly rental payments, with some limited usage of rent
deposits to help tenants manage short-term cash flow pressures. The
more significant arrears the Company has experienced recently were
in relation to two tenants, comprising eight per cent. of rent
roll, that had difficulties prior to the COVID-19 pandemic . These
have been substantially resolved as follows:
-- Tenant 1: Settlement agreement for partial payment of
outstanding rent; one care home has been re-tenanted with rental
income now being recognised. The other care home is in heads of
terms and a lease to a new tenant is expected to complete by the
end of the year
-- Tenant 2: Trading performance has improved in these two
immature care homes, whose operator is new to the sector. For one
care home the tenant has been paying rent monthly in full since
December 2020 and for the other partially paying rent and is
expected to commence paying rent in full during Q4
The Investment Manager's most recent tenant resiliency review
compares more favourably to that last reported in February, based
on the progress made on the two tenants noted above and with
trading improvements at a number of others. However, one of the
Group's tenants, comprising approximately seven per cent. of the
Group's total rent, has recently indicated it may require limited
concessions to alleviate some short-term cash flow pressures
resulting principally from the pandemic having slowed the growth in
occupancy at its newly opened homes. The Group will work
constructively with the tenant to agree initiatives which will
protect the Group's position whilst ensuring continuity of care for
residents in the care homes.
Despite the short-term challenges faced by a limited number of
tenants as noted above, the most recent data collected in
discussion with the Company's tenants indicates a continued
increase in underlying occupancy and the Board expects this to
continue through 2021.
As at 30 June 2021, the Group's EPRA NAV per share was 110.4
pence, up 1.2 per cent. for the quarter, primarily underpinned by
valuation uplifts across the portfolio due to modest yield
compression alongside annual rental uplifts. The total property
portfolio value was GBP684.8 million and the EPRA "topped-up" net
initial yield was 5.83 per cent.
Background to the Issue
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
a holistic 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 ensuite wet rooms and good public and private spaces. The
Investment Manager continues to advocate 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 a rising population of those aged over 85 in
the UK, a shift in how society cares for its elderly, and an
insufficient supply of ensuite, wet room accommodation, demand for
which has been highlighted during the COVID-19 pandemic. There is a
chronic undersupply of these care homes where demand far outstrips
supply with a c.263,000 shortage of appropriate quality beds.
Since IPO, the Group has carefully crafted an investment
portfolio which consisted of 77 properties, externally valued at
GBP684.8 million as at 30 June 2021. The portfolio comprised 73
modern operational care homes with en-suite wet rooms and good
public and private spaces, and four 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 28 tenants, geographically and through
source of funding from the ultimate end-users. Crucially, whilst
the portfolio and tenant base are well diversified, the underlying
asset quality is unequivocally consistent. In excess of 96 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 28.8 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 level 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 the
sector.
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 ensuite 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. Following the Group's oversubscribed
equity issuance in February 2021, the Group has acquired four
modern care homes for a total consideration of c.GBP51 million that
includes two assets acquired post 30 June 2021, consisting of an
operational modern care home in Liverpool and one forward-fund,
pre-let development project in Holt.
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 attractive opportunities. The Investment Manager currently
has its strongest pipeline of acquisition opportunities to date
across 24 modern, purpose-built care homes for an aggregate
consideration of approximately GBP230 million (including costs).
These Pipeline Assets consist of:
-- A major portfolio of 18 operational modern care homes which
the Company has entered into an exclusivity agreement to acquire
and on which it is completing due diligence. The Investment Manager
has unparalleled knowledge of the individual assets within the
portfolio, having sourced 17 out of the 18 care homes on behalf of
the vendor as well as providing it with asset management services.
The portfolio generates annual contracted rent of GBP9.1 million
and has collected 100 per cent. of rent due throughout the
pandemic; and
-- Six assets in the final stages of due diligence consisting of
three operational modern care homes and three forward-fund, pre-let
development projects.
The Acquisition Portfolio offers a unique opportunity to acquire
a pre-screened portfolio that meets the Group's strict investment
criteria and provides it with an acquisition opportunity of
significant scale that would improve tenant and geographic
diversification of the Group's portfolio further contributing to
its mission of providing best-in-class accommodation for its
residents.
If acquired, in aggregate the Pipeline Assets would increase the
number of care homes in the Group's portfolio by 24, providing
1,625 additional beds and adding seven new tenants to the Group's
portfolio. In addition, the contracted rent for the Group would
increase by GBP12.9 million and the weighted average unexpired
lease term would marginally reduce (from 28.8 years as at 30 June
2021 to 28.5 years assuming that the Pipeline Assets are acquired
and including acquisitions post 30 June 2021) . In accordance with
the Company's investment strategy, all of these assets are high
quality, modern, purpose-built care homes with en-suite wet-room
facilities across 97 per cent. of beds and are expected to be
acquired for a weighted average net initial yield of 5.6 per cent.
broadly in line with yields across the existing assets in the
Group's portfolio.
The GBP100 million target issue size, together with associated
debt financing, should enable the Company to purchase the Pipeline
Assets whilst maintaining a prudent gearing level. The Company is
currently in advanced negotiations in relation to GBP100 million of
long-term debt from one of the Group's existing lenders. The
Company intends to use this debt facility to part-fund the Pipeline
Assets. The Group currently has a pro-forma net LTV of 22 per cent.
after accounting for the full funding of development assets and the
Investment Manager expects the net LTV of the Group will be 29 per
cent. (assuming acquisition of the Pipeline Assets and reaching the
targeted capital structure).
Benefits of the Issue
The Board believes that the Issue will have the following
benefits for the Shareholders and the Company:
-- enable 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 allow 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 investment
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; and
-- deliver a larger equity base over which the fixed costs of
the Group may be spread, thereby reducing the Company's ongoing
costs per Share.
Expected timetable
Latest time and date for receipt of commitments 11 a.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 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 Issue
The Company is proposing to raise gross proceeds of
approximately GBP 100 million through the issue of New Shares at
115 pence per New Share. The Issue Price represents a discount of
5.9 per cent. to the closing price of 122.2 pence per Existing
Share on 25 August 2021 (being the last business day prior to the
date of this announcement) and a 4.2 per cent. premium to the
Company's last reported EPRA NAV per Ordinary Share as at 30 June
2021 of 110.4 pence.
The Company is targeting an issue of approximately GBP100
million with the issue size based on the Company's attractive
investment pipeline as well as the Company's prudent gearing
target. In the event that the Company has demand from investors
which exceeds GBP100 million, the Company may consider increasing
the size of the Issue (subject to a maximum cap of 141,694,710 New
Shares, being the total unused element of the Placing Programme of
95,945,946 New Shares and the 45,748,764 New Shares available under
the pre-emption authorities that shareholders approved at the
Company's last annual general meeting on 2 December 2020). Any
decision to upsize would only be made after: (i) careful
consideration of the prevailing market conditions; (ii) the
availability and estimated price of the assets that the Investment
Manager has identified as being suitable for purchase by the
Company; and (iii) the length of time it would likely take to
acquire such assets.
The Issue may be scaled back by the Directors for any reason,
including where it is necessary to scale back allocations to ensure
the Issue proceeds align with the Company's post fundraise
acquisition and leverage targets.
The Issue, which is not underwritten, is conditional upon, inter
alia, on Admission becoming effective no later than 8.00 a.m. on 14
September 2021 (or such later date as the Company and Stifel may
agree not being later than 12 October 2021) and the Placing
Agreement becoming wholly unconditional in respect of the Issue
(save as to Admission) and not having terminated in accordance with
its terms prior to Admission.
The Issue will close at 11 a.m. on 9 September 2021 or such
later date as the Company, Stifel and Dickson Minto, acting as
sponsor to the Company, may agree. 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 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 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 14 September 2021 ("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 July 2021 to 30 September
2021, which is expected to be paid in November 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 Issue, will be capable of being held and
transferred by means of CREST.
The Issue will be carried out with and be subject to the terms
and conditions of the Placing Programme set out in the Prospectus
published by the Company on 12 February 2021, as supplemented by
the supplementary prospectus published by the Company on 27 May
2021 (the "Prospectus").
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.
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
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, 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
IOEDKABKNBKDFFB
(END) Dow Jones Newswires
August 26, 2021 09:12 ET (13:12 GMT)
Target Healthcare Reit (LSE:THRL)
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