TIDMIHR
RNS Number : 4133U
Impact Healthcare REIT PLC
06 April 2021
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS RESTRICTED AND
IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION IN THE UNITED
STATES OF AMERICA, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA
(OTHER THAN TO THE NETHERLANDS AND THE REPUBLIC OF IRELAND AND THEN
ONLY TO PROFESSIONAL INVESTORS IN THOSE MEMBER STATES), CANADA,
AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA.
This Announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014. Upon the publication of
this Announcement, this inside information is now considered to be
in the public domain.
6 April 2021
IMPACT HEALTHCARE REIT PLC
(the "Company" or, together with its subsidiaries, the
"Group")
Proposed Placing of Ordinary Shares
The board of Directors of Impact Healthcare REIT plc (ticker:
IHR) (the "Board"), the real estate investment trust which provides
investors with exposure to a diversified portfolio of UK healthcare
real estate assets, in particular care homes, today announces its
intention to raise targeted gross proceeds of approximately GBP50
million by way of a placing (the "Placing") of new ordinary shares
("New Ordinary Shares" or "Shares" or the "Issue").
Key Highlights
-- The price of the Issue will be 111.5 pence per Share (the
"Issue Price"), which represents a discount of 2.5% to the closing
price per Share of 114.4 pence on 1 April 2021 (being the last
business day prior to the date of this announcement).
-- The Issue Price represents a premium of 1.8% to the net asset
value ("NAV") per Share of 109.58 pence as at 31 December 2020.
-- The net proceeds of the Placing will enable the Company to
repay amounts drawn under its revolving credit facilities and to
fund new investments in line with its investment policy, which are
expected to deliver further value for its shareholders.
-- The immediate use of proceeds will be to reduce drawn down
debt. Assuming the Placing raises GBP50 million, the l oan to value
ratio (" LTV ") of the Group would be reduced to circa 10%, from
17.8% ( as at 31 December 2020). The Group would then have GBP100
million of cash and undrawn debt facilities to finance acquisitions
and asset management opportunities.
-- The Investment Manager, on behalf of the Company, has
identified a near-term pipeline of potential investments, which
total approximately GBP200 million including expected costs and a
longer term pipeline in excess of GBP150 million. The target
investments are managed by high-quality operators, are
well-maintained and offer the Company attractive levels of rent
cover and a blended net initial yield in line with previous
acquisitions the Company has made. The near-term pipeline comprises
52 homes and could potentially add four new tenants to the
Group.
-- Each of these transactions, which would be subject to Board
approval, would further diversify the Company's portfolio and
tenant mix and enhance value to shareholders.
-- The leases to be put in place on all potential new
acquisitions will be consistent with those on the Company's
existing portfolio, with fixed terms of not less than 20 years and
an annual, upwards-only inflation adjustment at RPI. The new leases
will include a requirement for the tenants to implement an energy
management system and monitor energy usage as part of the Company's
requirement for environmental performance measures that form part
of the Company's ESG policy.
-- By mid-February 2021, residents at 100% of the Group's care
homes had been offered the first dose of a COVID-19 vaccination,
and as at 25 March 2021 residents at 80% of the Group's care homes
had been offered their second dose. The Group received 100% of its
rent due in 2020 on time. This level of rent collection has
continued into Q1 2021. The average weekly fees charged by the
Group's tenants have grown each quarter throughout 2020 and the
tenants' average rent cover was 1.77 times in 2020, down slightly
from 1.82 times in 2019.
-- The Group works closely with all its tenants as they continue
to provide an essential service to the communities in which they
operate. The Company remains a business focused on the longer term
and its healthcare real estate portfolio continues to provide
crucial social care infrastructure supporting vulnerable elderly
people across the UK. The Board remains confident that, despite the
short-term uncertainty produced by the pandemic, the fundamental
drivers of the Group's market and business remain strong and
sustainable over the long term. Further details about the Group's
operational and financial performance and the impact of the
COVID-19 pandemic can be found in the Group's Annual Report for
2020 published on 29 March 2021.
-- The target total dividend for the year ending 31 December
2021 is 6.41 pence per share (1) , a 1.91% increase over the 6.29
pence in dividends paid per Ordinary Share for the year ended 31
December 2020.
-- The Placing is available to qualifying new and existing
investors and will be launched immediately following the release of
this announcement.
-- The Placing is expected to close at 2.00 p.m. on 29 April
2021 and the results of the Placing are expected to be announced on
30 April 2021.
-- The New Ordinary Shares will rank pari passu with the
existing Ordinary Shares in the capital of the Company and will be
eligible to receive all future dividends and distributions
declared, made or paid after the closing date of the Placing.
-- Winterflood Securities Limited ("Winterflood") and RBC
Capital Markets ("RBC") are acting for the Company in relation to
the Placing.
-- The Board reserves the right to increase the size of the
Placing, subject to, inter alia, investor demand, the near-term
availability of attractive investment opportunities and the
projected financial position of the Company after the fundraising.
The maximum number of New Ordinary Shares to be issued is
63,790,772. It may be necessary to scale back applications under
the Placing if the number of applications exceeds the number of
Shares available under the Placing. In such event, Placing Shares
will be allocated at the discretion of the Company (in consultation
with Winterflood and RBC).
Rupert Barclay, Chairman of Impact Healthcare REIT plc,
commented:
" The Board is pleased that substantially all of our care homes'
residents have received the first dose of a COVID-19 vaccination,
and residents at 80% of the Group's care homes had been offered
their second dose. On average our tenants sustained their
underlying financial performance during 2020 and are hopeful that
their occupancy will start to recover during 2021. We achieved 100%
rent collection for 2020, which has continued through Q1 2021,
underlining the c ritical nature of the Company's assets and the
high-quality care that our tenants continue to provide for their
residents during these challenging times.
The Placing will enable the Company to capitalise on its
pipeline of attractive, near-term opportunities, which are expected
to deliver further value for our shareholders at the same time as
maintaining a strong balance sheet."
Applications will be made to the Financial Conduct Authority for
admission of the New Ordinary Shares to the premium segment of the
Official List and to the London Stock Exchange for admission to
trading of the New Ordinary Shares on its main market for listed
securities ("Admission"). It is expected that Admission will become
effective on 6 May 2021 and that dealings in the New Ordinary
Shares will commence at that time.
Background to, and reasons for, the Placing
In March 2020, as the first wave of the pandemic began, the
Group suspended new acquisition activity. From September 2020, the
Investment Manager re-engaged, on a selective and disciplined
basis, with potential acquisitions which are in line with the
Group's investment criteria, and which have demonstrated a high
level of resilience during the first and current wave of the
pandemic.
Since IPO in March 2017, the Company has built a diversified
portfolio of 109 healthcare properties across the UK, of which 107
are care homes let to 11 tenants (2) on fixed-term leases of 20 to
25 years (no break clauses), subject to annual upward-only Retail
Price Index-linked rent reviews (with a floor and cap at 2% p.a.
and 4% p.a., respectively on 98 leases, and 1% p.a. and 5% p.a. on
nine). In addition, the Group owns two healthcare facilities leased
to the NHS. In total, the Group today has 12 tenants (2) across its
portfolio.
Rent cover across the portfolio for 2020 was 1.77 times, almost
the same level as 2019 as our tenants benefited from strong
like-for-like fee increases as well as government support measures.
The Company remained in a strong financial position at the year end
with GBP8 million of cash as at 31 December 2020 and GBP76.4
million of borrowings. It has since drawn a further GBP20 million
and currently has in excess of GBP20 million of cash on its balance
sheet.
The Group's rent roll has continued to grow sustainably. Cash
rent received in 2019 was GBP19.1 million. That grew to GBP25.9
million in 2020, with 79% paid quarterly in advance and the rest
paid monthly in advance.
At 31 March 2021, t he portfolio had an annualised contracted
rent roll of GBP31.7 million and a weighted average unexpired lease
term of 20.0 years . 100% of the Group's leases are inflation
linked. During the year to 31 December 2020, the Group received a
total increase in rent from RPI uplifts of GBP483,826.
At the beginning of 2019, the Company introduced a progressive
dividend policy under which it seeks to grow its target dividend in
line with the inflation-linked rental uplifts received by the Group
under the terms of the rent review provisions contained in the
Group's leases in the prior financial year .
On this basis, t he target total dividend for the year ending 31
December 2021 is 6.41 pence per Share (1) , a 1.91% increase over
the 6.29 pence in dividends paid per Share for the year ended 31
December 2020.
NAV total return for the year ended 31 December 2020 was 8.46%,
composed of dividends paid in the year and 2.77 pence per share
growth in NAV. The Company continues to target an average NAV total
return of 9% per annum over the medium and longer term(1).
The net proceeds of the Placing will enable the Company to repay
amounts drawn under its revolving credit facilities and to fund new
investments in line with its investment policy, which are expected
to deliver further value for its shareholders. Assuming the Placing
raises GBP50 million and proceeds are initially used to reduce
drawn debt, the Group's LTV would be reduced to approximately 10%
from 17.8% ( as at 31 December 2020) .
The Investment Manager, on behalf of the Company, has identified
a near-term pipeline of potential investments, which total
approximately GBP200 million including expected costs, and are
managed by high-quality operators. Each of these acquisitions,
which would be subject to Board approval, would diversify further
the Group's portfolio and tenant mix and further enhance value to
shareholders.
The leases to be put in place on all potential new acquisitions
will be consistent with those on the Company's existing portfolio,
with fixed terms of not less than 20 years and an annual,
upwards-only inflation adjustment at RPI. The new leases will
include a requirement for the tenants to implement an energy
management system and monitor energy usage as part of the Company's
requirement for environmental performance measures that form part
of the Company's ESG policy.
The Company has established a good track record of sourcing
high-quality assets in advance of its fund raises and efficiently
executing acquisitions afterwards.
Benefits of the Placing
The Directors believe that the continued growth of the Group's
asset portfolio facilitated by the proceeds of the Placing
will:
-- allow the Company to make selective acquisitions from its
extensive pipeline in an attractive market;
-- be accretive to the Company's earnings once the net proceeds are fully invested;
-- further enhance the quality of the portfolio and increase the
level of income diversification;
-- present more opportunities for active asset management;
-- improve operational efficiency and cost ratios;
-- enable the Company to maintain a strong balance sheet; and
-- potentially broaden the investor base and increase liquidity in the Shares.
Further information on the Placing
The New Ordinary Shares are being offered to investors pursuant
to the authority granted at the Company's annual general meeting
held on 18 June 2020. The Issue Price per New Ordinary Share under
the Placing will be 111.5 pence, which represents a discount of
2.5% to the closing price per Share on 1 April 2021 (being the last
business day prior to this announcement) and a premium of 1.8% to
the NAV per Share of 109.58 pence as at 31 December 2020.
The Placing is available to qualifying new and existing
investors and will be launched immediately following the release of
this announcement (being together with the appendix, the
"Announcement " ), in accordance with the terms and conditions set
out in the appendix to this Announcement (the "Appendix").
The Company is targeting an Issue to raise of approximately
GBP50 million, however, the Board reserves the right to increase
the size of the Placing, subject to, inter alia, investor demand,
the near-term availability of attractive investment opportunities
and the projected financial position of the Company after the
fundraising. It may be necessary to scale back applications under
the Placing if the number of applications exceeds the number of
Shares available under the Placing. In such event, Placing Shares
will be allocated at the discretion of the Company (in consultation
with Winterflood and RBC).
The Placing is expected to close at 2.00 p.m. on 29 April 2021
and the results of the Placing are expected to be announced on 30
April 2021.
Applications will be made to the Financial Conduct Authority for
admission of the New Ordinary Shares to the premium segment of the
Official List and to the London Stock Exchange for admission to
trading of the New Ordinary Shares on its main market for listed
securities ("Admission"). It is expected that Admission will become
effective on 6 May 2021 and that dealings in the New Ordinary
Shares will commence at that time.
The New Ordinary Shares will, when issued, be credited as fully
paid and rank pari passu with the existing Ordinary Shares in the
capital of the Company, including the right to receive all future
dividends and distributions declared, made or paid after
Admission.
The Placing is conditional upon, inter alia, Admission becoming
effective not later than 8.00 a.m. (London time) on 6 May 2021 (or
such later time and/or date as Winterflood and RBC may agree with
the Company) and the Placing Agreement dated 6 April 2021 between
the Company, Winterflood and RBC (the "Placing Agreement") not
being terminated in accordance with its terms.
By choosing to participate in the Placing and by making an oral
and legally binding offer to subscribe for Placing Shares,
investors will be deemed to have read and understood this
Announcement (including the Appendix), in its entirety and to be
making such offer on the terms and subject to the conditions in
this Announcement, and to be providing the representations,
warranties and acknowledgements contained in the Appendix.
Your attention is drawn to the detailed Terms and Conditions of
the Placing set out in the Appendix (which forms part of this
Announcement).
Notes:
(1) This is a target only and not a profit forecast. There can
be no assurance that the target will be met and it should not be
taken as an indicator of the Company's expected or actual
results.
(2) Minster and Croftwood (both subsidiaries of Minster Care
Group), Careport, Prestige, Renaissance, Welford, Maria Mallaband
Countrywide Group, NHS Cumbria, Optima, Holmes Care, Silverline and
Electus Healthcare.
FOR FURTHER INFORMATION PLEASE CONTACT:
Impact Health Partners LLP via Maitland/AMO
Mahesh Patel
Andrew Cowley
Winterflood Securities Limited
Darren Willis
Joe Winkley
Neil Langford 020 3100 0000
RBC Capital Markets
Rupert Walford
Matthew Coakes 020 7653 4000
Maitland/AMO (Communications Adviser) 07747 113 930
James Benjamin impacthealth-maitland@maitland.co.uk
The Company's LEI is: 213800AX3FHPMJL4IJ53.
A copy of this announcement will be available on the Company's
website at https://www.impactreit.uk .
NOTES:
Impact Healthcare REIT plc is a real estate investment trust ( "
REIT " ) which aims to provide shareholders with an attractive
return, principally in the form of quarterly income distributions
and with the potential for capital and income growth, through
exposure to a diversified portfolio of UK healthcare real estate
opportunities, in particular care homes for the elderly. The
Group's investment policy is to acquire, renovate, extend and
redevelop high quality healthcare real estate assets in the UK and
lease those assets primarily to healthcare operators providing
residential healthcare services under full repairing and insuring
leases.
The Company has a progressive dividend policy with a target to
grow its annual aggregate dividend in line with the
inflation-linked rental uplifts received by the Group under the
terms of the rent review provisions contained in the Group's leases
in the prior financial year.
The Group's Ordinary Shares were admitted to trading on the main
market of the London Stock Exchange, premium segment, on 8 February
2019. The Company is a constituent of the FTSE EPRA/NAREIT
index.
IMPORTANT INFORMATION:
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.
This Announcement has been prepared by, and is the sole
responsibility of the Directors of Impact Healthcare REIT plc and
has been prepared solely in relation to the Placing and Admission
described in this announcement.
Winterflood, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, and RBC, which is
authorised by the Prudential Regulation Authority and authorised
and regulated in the United Kingdom by the Financial Conduct
Authority, are each acting exclusively for the Company and for no
one else in relation to the matters described in this Announcement.
Persons receiving this Announcement should note that neither
Winterflood nor RBC will be responsible to anyone other than the
Company for providing the protections afforded to its customers, or
for advising any other person on the arrangements described in this
Announcement.
Neither Winterflood nor RBC have authorised the contents of, or
any part of, this Announcement and no liability whatsoever is
accepted by either Winterflood or RBC for the accuracy of any
information or opinions contained in this Announcement or for the
omission of any information. No representation or warranty, express
or implied, is made by either Winterflood or RBC as to the
accuracy, completeness or verification of the information set out
in this Announcement, and nothing contained in this Announcement
is, or shall be relied upon as, a promise or representation in this
respect, whether as to the past or the future. Neither Winterflood
nor RBC assume any responsibility for its accuracy, completeness or
verification and accordingly disclaim, to the fullest extent
permitted by applicable law, any and all liability whether arising
in tort, contract or otherwise which it might otherwise be found to
have in respect of this Announcement or any such statement.
If you are in any doubt about the contents of this Announcement
you should consult your accountant, legal or professional adviser
or financial adviser. It should be remembered that the price of
securities and the income from them can go up as well as down. The
Placing will, subject to the discretion of the Company and to the
extent permitted by applicable law and regulation, only be
available to investors who are resident in the United Kingdom. In
the United Kingdom, members of the public are not invited to
participate in and are not eligible to take part in the Placing.
Participation in the Placing is limited at all times to persons who
are: (i) investment professionals within the meaning of paragraph
(5) of Article 19, certified high net worth individuals within the
meaning of paragraph (2) of Article 48 or high net worth companies
or unincorporated associations within the meaning of paragraph (2)
of Article 49, of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (SI 2005/1529); and (ii) qualified
investors within the meaning of the UK version of Regulation (EU)
2017/1129 as amended from time to time (the "EU Prospectus
Regulation") which is part of UK law by virtue of the European
Union (Withdrawal) Act 2018, as amended (the "UK Prospective
Regulation") and the EU Prospectus Regulation (all such persons
together being referred to as "relevant persons"). Any person who
is not a relevant person should not act or rely on this
Announcement or any of its contents.
Any investment, or investment activity to which this
Announcement relates, is available in the United Kingdom to
relevant persons only and will be engaged in only with relevant
persons. By receiving this Announcement, you are deemed to warrant
to the Company, Winterflood and RBC that you fall within the
categories of person described above. No ordinary shares in the
capital of the Company have been offered or sold or will be offered
or sold to persons in the United Kingdom prior to publication of
this Announcement except in circumstances which have not resulted
in an offer to the public in the United Kingdom within the meaning
of section 102B of the Financial Services and Markets Act 2000, as
amended.
This Announcement must not be acted on or relied upon by any
person in any member state of the EEA.
This Announcement has been prepared on the basis that all offers
of New Ordinary Shares will be made pursuant to any exemption under
the UK Prospectus Regulation and/or the EU Prospectus Regulation
(as applicable) from the requirement to produce a prospectus for
offers of New Ordinary Shares. Accordingly, any person making or
intending to make any offer within the United Kingdom or the EEA of
or for ordinary shares in the capital of the Company which are not
the subject of the Placing contemplated in this Announcement should
only do so in circumstances in which no obligation arises for the
Company, Winterflood or RBC to produce a prospectus. Neither the
Company, Winterflood nor RBC have authorised, nor do they
authorise, the making of any offer of ordinary shares through any
financial intermediary, other than offers made by Winterflood or
RBC which constitute the final placement of New Ordinary Shares
contemplated in this Announcement.
In the case of any New Ordinary Shares being offered to a
financial intermediary as that term is used and defined in the UK
Prospectus Regulation and/or EU Prospectus Regulation (as
applicable), such financial intermediary will also be deemed to
have represented, acknowledged and agreed that the New Ordinary
Shares acquired by it in the Placing 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 Ordinary 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, Winterflood and RBC has been
obtained to each such proposed offer or resale. Each of the
Company, Winterflood and RBC and their respective affiliates will
rely on the truth and accuracy of the foregoing representation,
acknowledgement and agreement.
This Announcement may not be published, distributed or
transmitted by any means or media, directly or indirectly, in whole
or in part, in or into the United States. This Announcement does
not constitute an offer to sell, or a solicitation of an offer to
buy, securities in the United States. The securities mentioned
herein have not been, and will not be, registered under the U.S.
Securities Act of 1933, as amended (the "US Securities Act") or
with any securities regulatory authority of any state or other
jurisdiction of the United States and will not be offered, sold,
exercised, resold, transferred or delivered, directly or
indirectly, in or into the United States or to, or for the account
or benefit of, any US person (as defined under Regulation S under
the US Securities Act). The Company has not been, and will not be,
registered under the U.S. Investment Company Act of 1940, as
amended.
Neither this Announcement nor any copy of it may be: (i) taken
or transmitted into or distributed in any member state of the
European Economic Area, Canada, Australia, Japan or the Republic of
South Africa or to any resident thereof, or (ii) taken or
transmitted into or distributed in Japan or to any resident
thereof. Any failure to comply with these restrictions may
constitute a violation of the securities laws or the laws of any
such jurisdiction. The distribution of this announcement in other
jurisdictions may be restricted by law and the persons into whose
possession this document comes should inform themselves about, and
observe, any such restrictions.
This Announcement does not constitute or form part of any offer
or invitation to sell or issue, or any solicitation of any offer to
purchase or subscribe for, any New Ordinary Shares (i) in any
member state of the European Economic Area, Canada, Australia,
Japan or the Republic of South Africa or any other jurisdiction in
which such offer, invitation or solicitation is not authorised;
(ii) in any jurisdiction in which the person making such offer,
invitation or solicitation is not qualified to do so; or (iii) to
any person to whom it is unlawful to make such offer, invitation or
solicitation. The distribution of this Announcement and the offer
of the New Ordinary Shares may be restricted by law. Persons into
whose possession this Announcement comes must therefore inform
themselves about and observe any such restrictions. Any failure to
comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction. The New Ordinary Shares
have not been, and will not be, registered under the US Securities
Act, or under any securities laws of any state or other
jurisdiction of the United States and may not be offered, sold,
resold, transferred or delivered, directly or indirectly, in or
into the United States or to, or for the account or benefit of, any
US Person, except pursuant to an applicable exemption from the
registration requirements of the US Securities Act and in
compliance with the securities laws of any state or other
jurisdiction of the United States. Any person within the United
States and any US Person who obtains a copy of this Announcement
must disregard it. No public offering of the New Ordinary Shares is
being made in any jurisdiction. No action has been or will be taken
by the Company, Winterflood or RBC that would permit the offer of
the New Ordinary Shares or possession or distribution of this
Announcement in any jurisdiction where action for that purpose is
required.
All statements in this Announcement other than statements of
historical fact are, or may be deemed to be, "forward-looking
statements". In some cases, these forward-looking statements may be
identified by the use of forward-looking terminology, including the
terms "targets", "believes", "estimates", "anticipates", "expects",
"intends", "may", "will" or "should" or, in each case, their
negative or other variations or comparable terminology. They appear
in a number of places throughout the Announcement and include
statements regarding the intentions, beliefs or current
expectations of the Company and/or its directors concerning, among
other things, the performance, results of operations, financial
condition, liquidity, prospects and dividend policy of the Company.
By their nature, forward-looking statements involve risks and
uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future.
Forward-looking statements are not guarantees of future
performance. The Company's actual performance, result of
operations, financial condition, liquidity and dividend policy may
differ materially from the impression created by the
forward-looking statements contained in this Announcement. In
addition, even if the performance, results of statements contained
in this Announcement, those results or developments may not be
indicative of results or developments in
subsequent periods. Important factors that may cause these
differences include, but are not limited to, changes in economic
conditions generally; changes in interest rates and currency
fluctuations; impairments in the value of the Company's assets;
legislative/regulatory changes; changes in taxation regimes; the
availability and cost of capital for future expenditure; the
availability of suitable financing. Prospective investors should
specifically consider the factors identified in this Announcement
which could cause actual results to differ before making an
investment decision.
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES (AS DEFINED BELOW)
ONLY REGARDING THE PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING (AS DEFINED BELOW). THIS ANNOUNCEMENT (INCLUDING THIS
APPIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS
"ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED
ONLY AT: (A) PERSONS IN THE UNITED KINGDOM (1) WHO ARE QUALIFIED
INVESTORS (AS DEFINED IN THE UK VERSION OF REGULATION (EU)
2017/1129 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF 14 JUNE
2017 ON THE PROSPECTUS TO BE PUBLISHED WHEN SECURITIES ARE OFFERED
TO THE PUBLIC OR ADMITTED TO TRADING ON A REGULATED MARKET, AND
REPEALING DIRECTIVE 2003/71/EC, WHICH IS PART OF UK LAW BY VIRTUE
OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMED BY THE
PROSPECTUS (AMMENT, ETC) (EU EXIT) REGULATIONS 2019 (THE
"PROSPECTUS REGULATION")) ("QUALIFIED INVESTORS"), (2) WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL
WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE
19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMED (THE "ORDER"), OR ARE HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES
OF HIGH VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2)(A) TO (D) OF THE
ORDER AND (B) OTHERWISE, PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL
TO COMMUNICATE IT TO (EACH SUCH PERSON IN (A) AND (B), A "RELEVANT
PERSON"). NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT
(INCLUDING THIS APPIX) AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT
MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING
THE TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE
A RELEVANT PERSON. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS
ANNOUNCEMENT (INCLUDING THIS APPIX) DOES NOT ITSELF CONSTITUTE AN
OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR
ACQUIRE SECURITIES IN THE COMPANY (AS DEFINED BELOW).
THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA
(COLLECTIVELY, THE "UNITED STATES")), ANY MEMBER STATE OF THE
EUROPEAN ECONOMIC AREA (the "EEA") (OTHER THAN THE NETHERLANDS AND
THE REPUBLIC OF IRELAND AND THEN ONLY TO PROFESSIONAL INVESTORS IN
THOSE MEMBER STATES)), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH
AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR REQUIRE A
PROSPECTUS OR SIMILAR DOCUMENT TO BE FILED. THIS ANNOUNCEMENT AND
THE INFORMATION CONTAINED HEREIN DO NOT CONSTITUTE AN OFFER OF
SECURITIES FOR SALE IN THE UNITED STATES, ANY MEMBER STATE OF THE
EEA (OTHER THAN THE NETHERLANDS AND THE REPUBLIC OF IRELAND AND
THEN ONLY TO PROFESSIONAL INVESTORS IN THOSE MEMBER STATES)
AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR IN ANY
OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
THE PLACING SHARES (AS DEFINED BELOW) HAVE NOT BEEN AND WILL NOT
BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD, TAKEN UP, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY
OR INDIRECTLY WITHIN, INTO OR IN 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 THE SECURITIES LAWS OF ANY RELEVANT STATE OR OTHER
JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF
THE PLACING SHARES IN THE UNITED STATES, THE UNITED KINGDOM OR
ELSEWHERE.
EACH PLACEE SHOULD CONSULT ITS OWN ADVISERS AS TO LEGAL,
BUSINESS, FINANCIAL, TAX AND RELATED ASPECTS OF ACQUIRING THE
PLACING SHARES.
Terms used but not otherwise defined in this Appendix to the
Announcement have the meaning attributed to them in the
Announcement (including the "Important Notices" section of the
Announcement) unless the context otherwise requires.
Persons who are invited to and who choose to participate in the
placing (the "Placing") of the Placing Shares by making an oral or
written offer to acquire Placing Shares (including any individuals,
funds or others on whose behalf a commitment to acquire Placing
Shares is given) ("Placees") will be deemed to have read and
understood this Announcement in its entirety and to be making such
offer on the terms and conditions, and to be providing (and shall
only be permitted to participate in the Placing on the basis that
they have provided) the representations, warranties, indemnities,
acknowledgements, undertakings and agreements, contained in this
Appendix. In particular, each such Placee represents, warrants,
acknowledges and agrees to each of Impact Healthcare REIT plc (the
"Company") Impact Health Partners LLP (the "Investment Manager") ,
Winterflood Securities Limited ("Winterflood") and RBC Europe
Limited ("RBC" and together with Winterflood, the "Joint
Bookrunners") that:
1. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2. if the Placee is a natural person, such Placee is not under
the age of majority (18 years of age in the United Kingdom) on the
date of such Placee's agreement to subscribe for Placing Shares
under a Placing and will not be any such person on the date any
such agreement to subscribe under the Placing is accepted;
3. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgments, undertakings and agreements contained in this
Announcement;
4. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Announcement
(including this Appendix) ;
5. it understands that the Placing Shares have not been and will
not be registered under the Securities Act or with any securities
regulatory authority of any state or other jurisdiction of the
United States and may not be offered, sold or transferred, directly
or indirectly, within the United States or to, or for the account
or benefit of, US Persons (as defined in Regulation S of the
Securities Act ("Regulation S")) except pursuant to an exemption
from 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 ;
6. it and the person(s), if any, for whose account or benefit it
is acquiring the Placing Shares are (a)(i) outside the United
States and will be outside the United States at the time the
Placing Shares are acquired by it and (ii) not a US Person and are
acquiring the Placing Shares in an "offshore transaction" within
the meaning of Regulation S and are not acquiring the Placing
Shares for the account or benefit of a US Person; and
7. unless the Company expressly consents otherwise in writing,
no portion of the assets used to purchase, and no portion of the
assets used to hold, the Placing Shares or any beneficial interest
therein constitutes or will constitute the assets of: (a) an
"employee benefit plan" as defined in Section 3(3) of the United
States Employee Retirement Income Security Act of 1974, as amended
("ERISA") that is subject to Title I of ERISA; (b) a "plan" as
defined in Section 4975 of the US Internal Revenue Code of 1986, as
amended (the "US Tax Code"), including an individual retirement
account or other arrangement that is subject to Section 4975 of the
US Tax Code; or (c) an entity which is deemed to hold the assets of
any of the foregoing types of plans, accounts or arrangements that
is subject to Title I of ERISA or Section 4975 of the US Tax Code.
In addition, if a Placee is a governmental, church, non-US or other
employee benefit plan that is subject to any federal, state, local
or non-US law that is substantially similar to the provisions of
Title I of ERISA or Section 4975 of the US Tax Code, its purchase,
holding, and disposition of the Placing Shares must not constitute
or result in a non-exempt violation of any such substantially
similar law;
8. if in the future the Placee decides to offer, sell, transfer,
assign or otherwise dispose of its Placing Shares, it will do so
only in compliance with an exemption from the registration
requirements of the Securities Act and under circumstances which
will not require the Company to register under the US Investment
Company Act of 1940 (as amended) (the "US Investment Company Act").
It acknowledges that any sale, transfer, assignment, pledge or
other disposal made other than in compliance with such laws and the
above stated restrictions will be subject to the compulsory
transfer provisions as provided in the articles of association of
the Company;
9. it is purchasing the Placing Shares for its own account or
for one or more investment accounts for which it is acting as a
fiduciary or agent, in each case for investment only, and not with
a view to or for sale or other transfer in connection with any
distribution of the Placing Shares in any manner that would violate
the Securities Act, the US Investment Company Act or any other
applicable securities laws;
10. it acknowledges that the Company reserves the right to make
inquiries of any holder of the Placing Shares or interests therein
at any time as to such person's status under US federal securities
laws and to require any such person that has not satisfied the
Company that holding by such person will not violate or require
registration under US securities laws to transfer such Placing
Shares or interests in accordance with the articles of association
of the Company;
11. it acknowledges and understands that the Company is required
to comply with UK law and regulation implementing various
intergovernmental agreements relating to the automatic exchange of
information for international tax compliance ("Exchange of
Information Requirements"). It agrees to furnish any information
and documents, which the Company may from time to time request for
the purpose of compliance with the Exchange of Information
Requirements and it further consents to allowing and authorising
the Company to disclose and supply any information, forms or
documentation to HM Revenue & Customs (who may, if required, in
turn pass it on to the tax authorities of any other relevant
jurisdiction) and, to the extent relevant it shall procure that the
beneficial owner of the Placing Shares provides such consent and
authorisation to the Company in respect of any such information
forms or documents relating to it; and
12. the Company, Winterflood and RBC will rely upon the truth
and accuracy of the foregoing representations, warranties,
acknowledgements and agreements.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States.
No representation is made by the Company, Winterflood or RBC to
any Placees regarding an investment in the Placing Shares.
Details of the Placing Agreement and of the Placing Shares
The Company has today entered into an agreement (the "Placing
Agreement") with the Investment Manager, and the Joint Bookrunners
under which, subject to the conditions set out therein, each of the
Joint Bookrunners has agreed, subject to the terms set out in such
agreement, severally, and not jointly or jointly and severally, as
agent for and on behalf of the Company, to use its reasonable
endeavours to procure Placees for new ordinary shares of one penny
each in the capital of the Company (the "Ordinary Shares") (the
"Placing Shares") representing up to 20 per cent. of the Company '
s existing issued share capital at a price of 111.5 pence per
Placing Share (the "Issue Price") .
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing Ordinary
Shares, including the right to receive all dividends and other
distributions declared, made or paid in respect of such Ordinary
Shares after the date of issue of the Placing Shares.
Applications for listing and admission to trading
Applications will be made to the Financial Conduct Authority
(the "FCA") for admission of the Placing Shares to listing on the
premium listing segment of the Official List of the FCA (the
"Official List") and to London Stock Exchange plc (the "London
Stock Exchange") for admission of the Placing Shares to trading on
the premium segment of the main market for listed securities of the
London Stock Exchange (the "Main Market") (together,
"Admission").
It is expected that Admission will become effective at or around
8.00 a.m. on 6 May 2021 and that dealings in the Placing Shares
will commence at that time.
Participation in, and principal terms of, the Placing
1. The Joint Bookrunners are acting as joint bookrunners and
agents of the Company in connection with the Placing.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by the
Joint Bookrunners. Each of the Joint Bookrunners and their
respective agents and affiliates are each entitled to participate
in the Placing as principal.
3. The final number of Placing Shares to be allocated to each
Placee will be determined by the Joint Bookrunners (but after
consultation with the Company). The number of Placing Shares will
be announced on a regulatory information service (a "Regulatory
Information Service") following the completion of the Placing.
4. Participation in the Placing will be made on the terms and
subject to the conditions in this Appendix and will be legally
binding on the Placee on behalf of which it is made and, except
with the Joint Bookrunners' consent, will not be capable of
variation or revocation after the time at which it is submitted.
Each Placee's obligations will be owed to the Company and the Joint
Bookrunners. Each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to each of the Joint
Bookrunners as agent of the Company, to pay in cleared funds
immediately on the settlement date, in accordance with the
registration and settlement requirements set out below, an amount
equal to the product of the Issue Price and the number of Placing
Shares such Placee has agreed to subscribe for and the Company has
agreed to allot to them.
5. The Placing is expected to close at 2.00 p.m. on 29 April
2021, but may be closed earlier or later at the absolute discretion
of the Joint Bookrunners. The Joint Bookrunners may, in agreement
with the Company, accept subscriptions that are received after the
Placing has closed.
6. Each prospective Placee's allocation will be agreed between
the Joint Bookrunners in their absolute discretion (but after
consultation with the Company) and will be confirmed orally or in
writing by either of the Joint Bookrunners (each as agent of the
Company) following the close of the Placing. This confirmation to
such Placee will constitute an irrevocable legally binding
commitment upon that person (who will at that point become a
Placee) in favour of the Joint Bookrunners and the Company to
subscribe for the number of Placing Shares allocated to it at the
Issue Price on the terms and conditions set out in this Appendix
and in accordance with the Company's articles of association and
each Placee will be deemed to have read and understood this
Announcement (including this Appendix) in its entirety.
7. All obligations under the Placing will be subject to
fulfilment or, where applicable, waiver of the conditions referred
to below under "Conditions of the Placing" and to the Placing not
being terminated on the basis referred to below under "Right to
terminate under the Placing Agreement".
8. By participating in the Placing, each Placee will agree that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
9. Each prospective Placee's allocation and commitment will be
evidenced by a contract note or trade confirmation issued to such
Placee by either of the Joint Bookrunners. The terms of this
Appendix will be deemed incorporated by reference therein.
10. The Company reserves the right (upon agreement with the
Joint Bookrunners) to reduce or seek to increase the amount to be
raised pursuant to the Placing.
11. Except as required by law or regulation, no press release or
other announcement will be made by the Joint Bookrunners or the
Company using the name of any Placee (or its agent), in its
capacity as Placee (or agent), other than with such Placee's prior
written consent.
12. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed for pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and settlement".
13. To the fullest extent permissible by law, neither the Joint
Bookrunners nor the Company or any of their respective affiliates
or any of their respective agents, directors, officers, employees
or advisers (collectively, "Representatives") shall have any
responsibility or liability to Placees (or to any other person
whether acting on behalf of a Placee or otherwise). In particular,
none of the Joint Bookrunners, the Company, or any of their
respective affiliates or any of their respective Representatives
shall have any responsibility or liability (including to the
fullest extent permissible by law, any fiduciary duties) in respect
of the conduct of the Placing or of such alternative method of
effecting the Placing as the Joint Bookrunners and the Company may
agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. The obligations of the Joint Bookrunners under the Placing
Agreement in respect of the Placing Shares are conditional on,
inter alia:
1. certain obligations in respect of announcements being met by
the Company by the times and dates specified in the Placing
Agreement;
2. Admission occurring not later than 8.00 a.m. on 6 May 2021
(or such later date and time as may be agreed between the Company
and the Joint Bookrunners, not being longer than 31 July 2021);
3. each of the Company and the Investment Manager complying with
its obligations under the Placing Agreement and under the terms and
conditions of the Placing, to the extent that the same fall to be
performed prior to Admission;
4. none of the warranties given by the Company and the
Investment Manager to the Joint Bookrunners in the Placing
Agreement (the "Warranties") being untrue or inaccurate or
misleading at the date of the Placing Agreement or becoming untrue
or inaccurate or misleading at any time from the date of the
Placing Agreement up to and including Admission by reference to the
facts and circumstances from time to time subsisting;
5. the Company allotting, subject only to Admission, the Placing
Shares in accordance with the terms of the Placing Agreement;
and
6. no Company Material Adverse Change (as defined in the Placing
Agreement) having occurred prior to the date of Admission.
The Joint Bookrunners have discretion to waive compliance with
certain of the conditions and/or agree an extension in time for
their satisfaction. Any such extension or waiver will not affect
Placees' commitments as set out in this Announcement.
If (a) any of the conditions contained in the Placing Agreement,
including those described above, are not fulfilled (or, where
permitted, waived or extended by the Joint Bookrunners) or become
incapable of fulfilment on or before the date or time specified for
the fulfilment thereof (or such later date and/or time as the Joint
Bookrunners may agree); or (b) the Placing Agreement is terminated
in the circumstances specified below, the Placing will not proceed
and the Placees' rights and obligations hereunder in relation to
the Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by the Placee in respect
thereof.
Neither the Joint Bookrunners nor any of their respective
affiliates nor any of their respective Representatives shall have
any responsibility or liability to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise) in
respect of any decision they may make as to whether or not to waive
or to extend the time and/or the date for the satisfaction of any
condition to the Placing nor for any decision they may make as to
the satisfaction of any condition or in respect of the Placing
generally, and by participating in the Placing each Placee agrees
that any such decision is in the absolute discretion of the Joint
Bookrunners.
Right to terminate under the Placing Agreement
By participating in the Placing, Placees agree that the exercise
by either Joint Bookrunner of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of the respective Joint Bookrunners, and that they do
not need to make any reference to, consult with, or seek consent
from, Placees and that the Joint Bookrunners shall have no
liability to Placees whatsoever in connection with any such
exercise or failure so to exercise.
No prospectus
No offering document or prospectus has been or will be prepared
or submitted to be approved by the FCA or submitted to the London
Stock Exchange or in any other jurisdiction in relation to the
Placing and no such prospectus is required (in accordance with the
Prospectus Regulation) to be published. Placees' commitments will
be made solely on the basis of their own assessment of the Company,
the Placing and the Placing Shares based on information contained
in this Announcement (including this Appendix) released by the
Company today and any information publicly announced to a
Regulatory Information Service by or on behalf of the Company on or
prior to the date of this Announcement, and subject to the further
terms set forth in the contract note or trade confirmation to be
provided to individual prospective Placees. Each Placee, by
accepting a participation in the Placing, agrees that the content
of this Announcement and all other publicly available information
previously and simultaneously released by or on behalf of the
Company is exclusively the responsibility of the Company and has
not be independently verified by either of the Joint Bookrunners.
Each Placee, by accepting a participation in the Placing, further
confirms that it has neither received nor relied on any other
information, representation, warranty or statement made by or on
behalf of the Company, the Joint Bookrunners or any other person
and neither the Joint Bookrunners nor the Company nor any of their
respective affiliates nor any of their respective Representatives
will be liable for any Placee's decision to participate in the
Placing based on any other information, representation, warranty or
statement which the Placee may have obtained or received. Each
Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. Nothing in
this paragraph shall exclude or limit the liability of any person
for fraud or fraudulent misrepresentation by that person.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
GB00BYXVMJ03) following Admission will take place within the CREST
system, subject to certain exceptions. The Joint Bookrunners and
the Company reserve the right to require settlement for and
delivery of the Placing Shares (or a portion thereof) to Placees in
certificated form or by such other means that they deem necessary
if delivery or settlement is not possible or practicable within the
CREST system or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
Following the close of the Placing, each Placee allocated
Placing Shares in the Placing will be sent a contract note or trade
confirmation stating the number of Placing Shares to be allocated
to it at the Issue Price and settlement instructions. It is
expected that any such contract note will be despatched on or
around 4 May 2021 and that this will also be the trade date.
Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
the standing CREST or certificated settlement instructions that it
has in place with the relevant Joint Bookrunner.
The Company will deliver the Placing Shares to a CREST account
operated by the relevant Joint Bookrunner as agent for the Company
and the relevant Joint Bookrunner will enter its delivery
instruction into the CREST system. The input to CREST by a Placee
of a matching or acceptance instruction will then allow delivery of
the relevant Placing Shares to that Placee against payment.
It is expected that settlement will be on 6 May 2021 on a T+2
basis and on a delivery versus payment basis in accordance with the
instructions given to the Joint Bookrunners.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by the Joint Bookrunners.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Joint Bookrunners may sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds, for the account and benefit of each of
the Joint Bookrunners, an amount equal to the aggregate amount owed
by the Placee plus any interest due. The relevant Placee will,
however, remain liable for any shortfall below the aggregate amount
owed by it and may be required to bear any stamp duty or stamp duty
reserve tax or other similar taxes (together with any interest or
penalties thereon) imposed in any jurisdiction which may arise upon
the sale of such Placing Shares on such Placee's behalf. By
participating in the Placing, each Placee confers on each of the
Joint Bookrunners all such authorities and powers necessary to
carry out any such transaction and agrees to ratify and confirm all
actions which the Joint Bookrunners lawfully takes on such Placee's
behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the contract note or
trade confirmation is copied and delivered immediately to the
relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax.
If there are any other circumstances in which any stamp duty or
stamp duty reserve tax or other similar taxes (and/or any interest,
fines or penalties relating thereto) is payable in respect of the
allocation, allotment, issue or delivery of the Placing Shares (or
for the avoidance of doubt if any stamp duty or stamp duty reserve
tax is payable in connection with any subsequent transfer of or
agreement to transfer Placing Shares), neither the Joint
Bookrunners nor the Company shall be responsible for the payment
thereof.
Placees will not be entitled to receive any fee or commission in
connection with the Placing.
Representations and warranties
By participating in the Placing, each prospective Placee (and
any person acting on such Placee's behalf) irrevocably
acknowledges, confirms, undertakes, represents, warrants and agrees
(as the case may be) with the Joint Bookrunners, the Company and
the Investment Manager, in each case as a fundamental term of its
application for Placing Shares, that:
1. it has read and understood this Announcement (including this
Appendix) in its entirety and that its participation in the Placing
and its acquisition of Placing Shares is subject to and based upon
all the terms, conditions, representations, warranties,
indemnities, acknowledgements, agreements and undertakings and
other information contained herein and it undertakes not to
redistribute or duplicate this Announcement and that it has not
relied on, and will not rely on, any information given or any
representations, warranties or statements made at any time by any
person in connection with Admission, the Placing, the Company, the
Placing Shares or otherwise;
2. no offering document or prospectus has been or will be
prepared in connection with the Placing or is required under the
Prospectus Regulation and it has not received and will not receive
a prospectus or other offering document in connection with
Admission, the Placing, the Company or the Placing Shares;
3. the Placing does not constitute a recommendation or financial
product advice and the Joint Bookrunners have not had regard to its
particular objectives, financial situation and needs ;
4. it has neither received nor relied on any "inside
information" as defined in the UK version of Regulation (EU) No
596/2014 of the European Parliament and of the Council on 16 April
2014 on market abuse, which is part of UK law by virtue of the
European Union (Withdrawal) Act 2018 ("MAR") concerning the Company
or its shares or other securities or related financial instruments
in accepting its invitation to participate in the Placing;
5. it has the power and authority to carry on the activities in
which it is engaged, to subscribe and/or acquire Placing Shares and
to execute and deliver all documents necessary for such
subscription and/or acquisition;
6. (i) it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on this
Announcement and any information publicly announced to a Regulatory
Information Service by or on behalf of the Company on or prior to
the date of this Announcement (the "Publicly Available
Information"); (ii) the Ordinary Shares are admitted to listing on
the Official List and admitted to trading on the Main Market and
the Company is therefore required to publish certain business and
financial information in accordance with the rules of the FCA and
the rules and practices of the London Stock Exchange and relevant
regulatory authorities (the "Exchange Information"), which includes
a description of the nature of the Company's business, most recent
balance sheet and profit and loss account, and similar statements
for preceding years, and it has reviewed such Exchange Information
as it has deemed necessary or that it is able to obtain or access
the Exchange Information without undue difficulty; and (iii) it has
had access to such financial and other information (including the
business, financial condition, prospects, creditworthiness, status
and affairs of the Company, the Placing and the Placing Shares, as
well as the opportunity to ask questions) concerning the Company,
the Placing and the Placing Shares as it has deemed necessary in
connection with its own investment decision to acquire any of the
Placing Shares and has satisfied itself that the information is
still current and relied on that investigation for the purposes of
its decision to participate in the Placing;
7. (i) neither the Company nor the Joint Bookrunners nor any of
their respective affiliates has made any warranties or
representations to it, express or implied, with respect to the
Company, the Placing and the Placing Shares or the accuracy,
completeness or adequacy of the Publicly Available Information or
the Exchange Information, and each of them expressly disclaims any
liability in respect thereof; and (ii) it will not hold the Joint
Bookrunners or any of their respective affiliates responsible for
any misstatements in or omissions from any Publicly Available
Information or any Exchange Information. Nothing in this paragraph
or otherwise in this Announcement excludes the liability of any
person for fraudulent misrepresentation made by that person;
8. the content of this Announcement is exclusively the
responsibility of the Company and that none of the Joint
Bookrunners, the Investment Manager nor any of their respective
affiliates nor any of their respective Representatives nor any
person acting on their behalf has or shall have any responsibility
or liability for any information, representation or statement
contained in this Announcement or any information previously or
subsequently published by or on behalf of the Company and will not
be liable for any Placee's decision to participate in the Placing
based on any information, representation or statement contained in
this Announcement or any information previously published by or on
behalf of the Company or otherwise. Each Placee further represents,
warrants and agrees that the only information on which it is
entitled to rely and on which such Placee has relied in committing
itself to acquire the Placing Shares is contained in this
Announcement and any Publicly Available Information including
(without limitation) the Exchange Information, such information
being all that it deems necessary and/or appropriate to make an
investment decision in respect of the Placing Shares and that it
has neither received nor relied on any other information given,
investigation made or representations, warranties or statements
made by either of the Joint Bookrunners, the Company or the
Investment Manager or any of their respective affiliates or any of
their respective Representatives or any person acting on their
behalf and none of the Joint Bookrunners, the Company or the
Investment Manager nor any of their respective affiliates nor any
of their respective Representatives will be liable for any Placee's
decision to accept an invitation to participate in the Placing
based on any other information, representation, warranty or
statement;
9. in making any decision to take up Placing Shares, it has such
knowledge and experience in financial, business and international
investment matters as is required to evaluate the merits and risks
of taking up the Placing Shares. It further confirms that it is
experienced in investing in securities of a similar nature to the
Ordinary Shares and in the sector in which the Company operates and
is aware that it may be required to bear, and is able to bear, the
economic risk of participating in, and is able to sustain a
complete loss in connection with, the Placing. It further confirms
that it relied on its own examination and due diligence of the
Company and its associates taken as a whole, and the terms of the
Placing, including the merits and risks involved, and not upon any
view expressed or information provided by or on behalf of the Joint
Bookrunners;
10. (i) it and each account it represents is not and, at the
time the Placing Shares are acquired, will not be, a resident of
any member state of the EEA (other than the Netherlands or the
Republic of Ireland), Australia, Canada, the Republic of South
Africa, Japan or any other jurisdiction in which it is unlawful to
make or accept an offer to acquire the Placing Shares, and it and
each account it represents is either (a) outside the United States
and will be outside the United States at the time the Placing
Shares are acquired by it and (b) acquiring the Placing Shares in
an "offshore transaction" within the meaning of Regulation S; (ii)
it is not acquiring any of the Placing Shares as a result of any
form of "directed selling efforts" within the meaning of Regulation
S or as a result of any form of "general solicitation" or "general
advertising" within the meaning of Rule 502(c) under the Securities
Act;
11. it understands, and each account it represents has been
advised, that the Placing Shares have not been and will not be
registered or qualified for distribution by way of a prospectus
under the securities legislation of the United States, any member
state of the EEA, Australia, Canada, the Republic of South Africa,
Japan and, subject to certain exceptions, may not be offered, sold,
taken up, renounced, distributed or delivered or transferred,
directly or indirectly, within or into those jurisdictions;
12. it understands, and each account it represents has been
advised that, (i) the Placing Shares have not been and will not be
registered under the Securities Act or with any regulatory
authority of any other state or other jurisdiction of the United
States; (ii) the Placing Shares are being offered and sold only in
"offshore transactions" within the meaning of and pursuant to
Regulation S under the Securities Act; and (iii) the Placing Shares
may only be reoffered or resold in transactions exempt from, or not
subject to, the registration requirements of the Securities Act and
no representation has been made as to the availability of any
exemption under the Securities Act or any relevant state or other
jurisdiction's securities laws for the reoffer, resale, pledge or
transfer of the Placing Shares;
13. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any other materials concerning the
Placing (including any electronic copies thereof), directly or
indirectly, whether in whole or in part, in or into the United
States, any member state of the EEA (other than the Netherlands or
the Republic of Ireland), Australia, Canada the Republic of South
Africa or Japan;
14. if it is a pension fund or investment company, its
acquisition of Placing Shares is in full compliance with applicable
laws and regulations;
15. neither it, nor the person specified by it for registration
as holder of Placing Shares is, or is acting as nominee or agent
for, and the Placing Shares will not be allotted to, a person who
is or may be liable to stamp duty or stamp duty reserve tax under
any of sections 67, 70, 93 and 96 of the Finance Act 1986
(depositary receipts and clearance services);
16. it has complied with its obligations under the Criminal
Justice Act 1993, MAR and any delegating acts, implementing acts,
technical standards and guidelines thereunder, and in connection
with money laundering and terrorist financing, under the Proceeds
of Crime Act 2002 (as amended), the Terrorism Act 2000 (as
amended), the Terrorism Act 2006 and the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017 (as amended) (the "Regulations") and the
Money Laundering Sourcebook of the FCA and, if making payment on
behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third
party as required by the Regulations;
17. if it is a financial intermediary, as that term is used in
the Prospectus Regulation: (a) any Placing Shares acquired by it in
the Placing will not be acquired on a non-discretionary basis on
behalf of, nor will they be acquired with a view to their offer or
resale to, persons in any member state of the EEA or persons in the
United Kingdom other than Relevant Persons, or in circumstances in
which the prior consent of the Joint Bookrunners has been given to
each such proposed offer or resale; or (b) where Placing Shares
will be acquired by it on behalf of persons in any member state of
the EEA or persons in the United Kingdom other than Relevant
Persons, the offer of those Placing Shares will not be treated
under the Prospectus Regulation as having been made to such
persons;
18. if it is in the United Kingdom, it and any person acting on
its behalf is (a) a Qualified Investor and (b) falls within Article
19(5) and/or Article 49(2)(a) to (d) of the Order and undertakes
that it will acquire, hold, manage and (if applicable) dispose of
any Placing Shares that are allocated to it for the purposes of its
business only;
19. it has not offered or sold and will not offer or sell any
Placing Shares to the public in the United Kingdom except in
circumstances which do not result in any requirement for the
publication of a prospectus pursuant to the Prospectus
Regulation;
20. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the Financial Services and Markets Act 2000, as
amended ("FSMA")) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person;
21. it has complied and will comply with all applicable laws
(including all relevant provisions of FSMA) with respect to
anything done by it in relation to the Placing Shares in, from or
otherwise involving, the United Kingdom;
22. that no action has been or will be taken by either the
Company or the Joint Bookrunners or any person acting on behalf of
the Company or the Joint Bookrunners that would, or is intended to,
permit a public offer of the Placing Shares in any country or
jurisdiction where any such action for that purpose is
required;
23. it is acting as principal only in respect of the Placing or,
if it is acting for any other person: (i) it is duly authorised to
do so and has full power to make the acknowledgments, undertakings,
representations and agreements and give the indemnities herein on
behalf of each such person ; and (ii) it is and will remain liable
to the Company and/or the Joint Bookrunners for the performance of
all its obligations as a Placee in respect of the Placing
(regardless of the fact that it is acting for another person). Each
Placee agrees that the provisions of this paragraph shall survive
the resale of the Placing Shares by or on behalf of any person for
whom it is acting ;
24. it and any person acting on its behalf is entitled to
acquire the Placing Shares under the laws of all relevant
jurisdictions which apply to it and it has fully observed such laws
and obtained all such governmental and other guarantees, permits,
authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities and that it
has not taken any action or omitted to take any action which will
or may result in the Joint Bookrunners the Company, the Investment
Manager or any of their respective affiliates or any of their
respective Representatives acting in breach of the legal or
regulatory requirements of any jurisdiction in connection with the
Placing ;
25. it (and any person acting on its behalf) has the funds
available to pay for, and has all necessary capacity and has
obtained all necessary consents and authorities to enable it to
commit to its participation in the Placing and to perform its
obligations in relation thereto (including, without limitation, in
the case of any person on whose behalf it is acting, all necessary
consents and authorities to agree to the terms set out or referred
to in this Announcement) and will honour such obligations;
26. it (and any person acting on its behalf) will make payment
for the Placing Shares allocated to it in accordance with the terms
and conditions of this Announcement (including this Appendix) on
the due time and date set out herein, failing which the relevant
Placing Shares may be placed with other persons or sold as the
Joint Bookrunners may in their absolute discretion determine and
without liability to such Placee, and it will remain liable for any
amount by which the net proceeds of such sale falls short of the
product of the Issue Price and the number of Placing Shares
allocated to it and may be required to bear any stamp duty or stamp
duty reserve tax or other similar taxes (together with any interest
or penalties due pursuant to the terms set out or referred to in
this Announcement) which may arise upon the sale of such Placee's
Placing Shares on its behalf;
27. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to acquire, and that the Joint Bookrunners or the Company
may call upon it to acquire a lower number of Placing Shares (if
any), but in no event in aggregate more than the aforementioned
maximum;
28. neither the Joint Bookrunners nor any of their respective
affiliates nor any of their respective Representatives nor any
person acting on behalf of any of them, are making any
recommendations to it or advising it regarding the suitability of
any transactions it may enter into in connection with the Placing
and participation in the Placing is on the basis that it is not and
will not be a client of the Joint Bookrunners and the Joint
Bookrunners have no duties or responsibilities to it for providing
the protections afforded to their respective clients or customers
or for giving advice in relation to the Placing nor in respect of
any representations, warranties, undertakings or indemnities
contained in the Placing Agreement nor for the exercise or
performance of any of their rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
29. the person whom it specifies for registration as holder of
the Placing Shares will be, (i) itself; or (ii) its nominee, as the
case may be. Neither the Joint Bookrunners nor the Company will be
responsible for any liability to stamp duty or stamp duty reserve
tax or other similar taxes resulting from a failure to observe this
requirement. Each Placee and any person acting on behalf of such
Placee agrees to indemnify on an after-tax basis and hold harmless
the Company, the Investment Manager each of the Joint Bookrunners
and their respective affiliates and each of their respective
Representatives in respect of the same on an after-tax basis on the
basis that the Placing Shares will be allotted to the CREST stock
account of the Joint Bookrunners (or any one of them) who will hold
them as nominee on behalf of such Placee until settlement in
accordance with its standing settlement instructions;
30. it will indemnify, on an after-tax basis, and hold harmless
the Company, the Investment Manager, the Joint Bookrunners and
their respective affiliates and their respective Representatives
from any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising, directly or indirectly, out of or
in connection with any breach by it of the representations,
warranties, acknowledgements, agreements and undertakings in this
Appendix and further agrees that the provisions of this Appendix
shall survive after completion of the Placing;
31. in connection with the Placing, the Joint Bookrunners and
any of their respective affiliates acting as an investor for their
own account may acquire Placing Shares and in that capacity may
acquire, retain, purchase or sell for their own account such
Ordinary Shares in the Company and any securities of the Company or
related investments and may offer or sell such securities or other
investments otherwise than in connection with the Placing.
Accordingly, references in this Announcement to shares being
issued, offered or placed should be read as including any issue,
offering or placement of such shares to the Joint Bookrunners and
their respective affiliates in such capacity. In addition, the
Joint Bookrunners may enter into financing arrangements and swaps
with investors in connection with which the Joint Bookrunners may
from time to time acquire, hold or dispose of such securities of
the Company, including the Placing Shares. The Joint Bookrunners do
not intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligation to do so;
32. its commitment to acquire Placing Shares on the terms set
out in this Announcement (including this Appendix) and in the
contract note or trade confirmation will continue notwithstanding
any amendment that may in the future be made to the terms and
conditions of the Placing and that Placees will have no right to be
consulted or require that their consent be obtained with respect to
the Company's or the Joint Bookrunners' conduct of the Placing;
33. none of the Company, the Investment Manager or the Joint
Bookrunners owe any fiduciary or other duties to any Placee in
respect of any acknowledgements, confirmations, representations,
warranties, undertakings or indemnities in the Placing
Agreement;
34. time shall be of the essence as regards its obligations to
settle payment for the Placing Shares and to comply with its other
obligations under a Placing;
35. these terms and conditions and any agreements entered into
by it pursuant to these terms and conditions (including any
non-contractual obligations arising out of or in connection with
such agreements) shall be governed by and construed in accordance
with the laws of England and it submits (on behalf of itself and on
behalf of any person on whose behalf it is acting) to the exclusive
jurisdiction of the English courts as regards any claim, dispute or
matter arising out of any such agreements and such non-contractual
obligations, except that enforcement proceedings in respect of the
obligation to make payment for the Placing Shares (together with
any interest chargeable thereon) may be taken by the Joint
Bookrunners in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on
a recognised stock exchange; and
36. the Company, the Investment Manager the Joint Bookrunners
and their respective affiliates and their respective
Representatives and others will rely upon the truth and accuracy of
the acknowledgements, representations, warranties, indemnities,
undertakings and agreements set forth herein and which are given to
the Joint Bookrunners on their own behalf and on behalf of the
Company and are irrevocable and it irrevocably authorises the
Company, the Investment Manager and the Joint Bookrunners to
produce this Announcement, pursuant to, in connection with, or as
may be required by any applicable law or regulation, administrative
or legal proceeding or official inquiry with respect to the matters
set forth herein. It agrees that if any of the acknowledgements,
representations, warranties, undertakings and agreements made in
connection with its subscribing and/or acquiring of Placing Shares
is no longer accurate, it shall promptly notify the Company and the
Joint Bookrunners.
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as agent) free of
stamp duty and stamp duty reserve tax relates only to their
allotment and issue to Placees, or such persons as they nominate as
their agents, direct from the Company for the Placing Shares in
question. Such agreement is subject to the representations,
warranties and further terms above and assumes, and is based on the
warranty and representation from each Placee, that the Placing
Shares are not being acquired in connection with arrangements to
issue depositary receipts or to issue or transfer the Placing
Shares into a clearance service. If there are any such
arrangements, or the settlement relates to any other dealing in the
Placing Shares, stamp duty or stamp duty reserve tax or other
similar taxes may be payable, for which neither the Company nor the
Joint Bookrunners will be responsible and each Placee shall
indemnify on an after-tax basis and hold harmless the Company, the
Joint Bookrunners and their respective affiliates and their
respective Representatives for any stamp duty or stamp duty reserve
tax or other similar tax paid by them in respect of any such
arrangements or dealings. If this is the case, each Placee should
seek its own advice and notify the Joint Bookrunners
accordingly.
Each Placee should seek its own advice as to whether any of the
above tax liabilities arise and notify the Joint Bookrunners
accordingly.
Each Placee, and any person acting on behalf of each Placee,
acknowledges and agrees that the Joint Bookrunners and/or any of
their respective affiliates may, at their absolute discretion,
agree to become a Placee in respect of some or all of the Placing
Shares. Each Placee acknowledges and is aware that the Joint
Bookrunners are receiving a fee in connection with their role in
respect of the Placing as detailed in the Placing Agreement. When a
Placee or person acting on behalf of the Placee is dealing with
either of the Joint Bookrunners any money held in an account with
the relevant Joint Bookrunner on behalf of the Placee and/or any
person acting on behalf of the Placee will not be treated as client
money within the meaning of the rules and regulations of the FCA
made under FSMA. The Placee acknowledges that the money will not be
subject to the protections conferred by the client money rules; as
a consequence, this money will not be segregated from the relevant
Joint Bookrunner's money in accordance with the client money rules
and will be used by the relevant Joint Bookrunner in the course of
its own business; and the Placee will rank only as a general
creditor of the relevant Joint Bookrunner.
The rights and remedies of the Joint Bookrunners, the Company
and the Investment Manager under these terms and conditions are in
addition to any rights and remedies which would otherwise be
available to each of them and the exercise or partial exercise of
one will not prevent the exercise of others.
All times and dates in this Announcement may be subject to
amendment by the Joint Bookrunners (in their absolute discretion).
The Joint Bookrunners shall notify the Placees and any persons
acting on behalf of the Placees of any changes.
In the case of a joint agreement to subscribe for Placing Shares
under a Placing, references to a "Placee" in these terms and
conditions are to each of the Placees who are a party to that joint
agreement and their liability is joint and several.
In this Announcement, "after--tax basis" means in relation to
any payment made to the Company, the Investment Manager, the Joint
Bookrunners or their respective affiliates, agents, directors,
officers and employees pursuant to this Announcement where the
payment (or any part thereof) is chargeable to any tax, a basis
such that the amount so payable shall be increased so as to ensure
that after taking into account any tax chargeable (or which would
be chargeable but for the availability of any relief unrelated to
the loss, damage, cost, charge, expense or liability against which
the indemnity is given on such amount (including on the increased
amount)) there shall remain a sum equal to the amount that would
otherwise have been so payable.
Rupert Barclay
Chairman
Impact Healthcare REIT plc
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