TIDMTHRL
RNS Number : 4294Q
Target Healthcare REIT PLC
26 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
PARTICULAR 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 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 February 2021
TARGET HEALTHCARE REIT PLC
("Target" or the "Company", together with its subsidiaries, the
"Group")
Results of Initial Issue
The Board of Directors of the Company is pleased to announce
that it has successfully raised gross proceeds of GBP60 million
through an oversubscribed issue of 54,054,054 Ordinary Shares ("New
Shares") by way of an Initial Placing, Intermediaries Offer and
Offer for Subscription (the "Initial Issue").
After careful consideration of the strong level of support and
quality of demand from investors in the Initial Issue alongside the
pipeline of suitable investment properties available, the Board
determined to increase the size of the Initial Issue from GBP50
million to GBP60 million. Notwithstanding the increased number of
New Shares made available pursuant to the Initial Issue, investor
demand still exceeded the gross proceeds targeted and as such a
scaling back exercise has been undertaken.
The Company has received valid acceptances under the Offer for
Subscription from investors in respect of 4,900,304 New Shares and
a further 1,251,300 New Shares under the Intermediaries Offer. In
addition, a total of 47,902,450 New Shares were taken up pursuant
to the Initial Placing.
The Initial Issue is conditional, amongst other things, upon the
passing of the Resolutions at the General Meeting to be held at
12.00 p.m. on 1 March 2021, Admission of the Ordinary Shares
occurring no later than 8.00 a.m. on 3 March 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.
Admission
Applications will be made in respect of the 54,054,054 New
Shares to be issued pursuant to the Initial Issue to be admitted to
the premium segment of the Official List and to trading on the
London Stock Exchange's Main Market for listed securities
("Admission"). It is expected that Admission will become effective
and dealings in the New Shares will commence on 3 March 2021. When
issued, the New Shares will rank pari passu with the existing
Ordinary Shares , including the right to receive all future
dividends and distributions declared, made or paid after
Admission.
Total Voting Rights
Following Admission, the Company will have 511,541,694 Ordinary
Shares in issue. The total number of voting rights of the Company
will be 511,541,694 and this figure may be used by shareholders as
the denominator for the calculations by which they will determine
if they are required to notify their interest in, or a change to
their interest in, the share capital of the Company under the FCA's
Disclosure Guidance and Transparency Rules.
The New Shares will be issued in registered form and may be held
in uncertificated form. The New Shares allocated will be issued
through the CREST system unless otherwise stated. The New Shares
will be eligible for settlement through CREST with effect from
Admission.
Malcolm Naish, Chairman of the Company, said:
"We are very pleased to have completed this oversubscribed
equity raise and would like to thank all our investors for their
ongoing support. Given the challenges that our sector has faced
over the past 12 months, this is a strong endorsement of the
Company's investment case, purpose and outlook as we emerge from
this pandemic and resume the careful expansion of the portfolio in
line with our stringent investment strategy. "
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
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
Capitalised terms used and not otherwise defined in this
announcement have the meaning given to them in the Prospectus.
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
Limited.
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 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 by the Financial
Conduct Authority, is acting exclusively 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 Stifel or advice to any other person in relation to the
matters contained herein.
Dickson Minto, which is authorised and regulated by the
Financial Conduct Authority, is acting exclusively 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 Dickson Minto or advice to any other person in relation
to the matters contained herein.
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, Target Fund Managers Limited, 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, Target Fund Managers Limited, Stifel,
Dickson Minto 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, Target Fund Managers Limited, Stifel,
Dickson Minto 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.
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END
IOEDKPBBDBKBCBB
(END) Dow Jones Newswires
February 26, 2021 02:00 ET (07:00 GMT)
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