TIDMTHRL
RNS Number : 0631D
Target Healthcare REIT Limited
21 June 2019
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 THE UNITED KINGDOM, THE REPUBLIC OF
IRELAND OR THE NETHERLANDS (AND, IN THE CASE OF THE NETHERLANDS,
ONLY TO PROFESSIONAL INVESTORS)), CANADA, AUSTRALIA, THE REPUBLIC
OF SOUTH AFRICA, NEW ZEALAND AND JAPAN
This announcement is an advertisement and not a prospectus. This
announcement does not constitute or form part of, and should not be
construed as, any offer for sale or subscription of, or
solicitation of any offer to buy or subscribe for, any securities
in Target Healthcare REIT Limited or the new Target Healthcare REIT
plc or securities in any other entity, in any jurisdiction,
including the United States, nor shall it, or any part of it, or
the fact of its distribution, form the basis of, or be relied on in
connection with, any contract or investment decision whatsoever, in
any jurisdiction. This announcement does not constitute a
recommendation regarding any securities. Any investment decision
must be made exclusively on the basis of the Prospectus (as defined
below) published by the new Target Healthcare REIT plc and any
supplement thereto.
TARGET HEALTHCARE REIT LIMITED
New corporate structure
Target Healthcare REIT Limited (the "Company") today announces
proposals to change the Group's corporate structure by establishing
Target Healthcare REIT plc ("New THRL") a new English-incorporated
parent company, at the head of the Group.
The Board believes that moving the Group's ultimate parent
company to a UK domicile will align the Group with its UK tax
jurisdiction, maintain and enhance its important relationships with
UK local authorities and health services and help to reduce some of
the Group's administration costs and regulatory complexities, which
arise due to the requirement to operate in both Jersey and the
UK.
The Scheme of Arrangement necessary to enact these proposals
will not result in any material changes in the day-to-day conduct
of the business of the Group, its strategy or its dividend policy.
New THRL will have the same management team as the existing
Company. As part of the proposals, New THRL is required to publish
a Prospectus. In order to maximise efficiency and reduce potential
future costs in drafting new documents, the Prospectus includes a
placing programme which provides New THRL with the flexibility to
issue new shares over the course of the next 12 months.
Further information on the proposals is contained below.
On the proposals, Kenneth MacKenzie, stated:
"As a leading landlord of care homes in the UK, we want to
ensure that the Company has the most efficient operating structure
possible as well as being aligned with all our stakeholders
including our tenants and ultimate end users. Moving the domicile
of the Company on-shore helps us to achieve this.
We have recently increased the size of our revolving credit
facilities with HSBC Bank. Whilst our current deals in diligence
will be funded by existing available capital, our further
investment pipeline remains medium term in nature. Consequently, to
ensure cost efficiency and operational flexibility, we will utilise
many of the legal documents required by this transaction to
establish a new Placing Programme. This will allow us to issue new
shares more quickly, over the course of the next 12 months to fund
these medium-term investment opportunities. I look forward to
updating you further on the Group's developments later in the
year."
Enquiries:
Target Fund Managers Limited (Investment Manager to the
Company)
Kenneth MacKenzie +44 1786 845 912
Gordon Bland
Stifel Nicolaus Europe Limited
Mark Young mark.young@stifel.com +44 20 7710 7600
Tom Yeadon tom.yeadon@stifel.com +44 20 7710 7600
Neil Winward neil.winward@stifel.com +44 20 7710 7600
FTI Consulting TargetHealthcare@fticonsulting.com +44 20 3727 1000
Dido Laurimore
Claire Turvey
Richard Gotla
The proposal
The Company has today sent a circular together with a notice of
a Jersey Court Meeting and an extraordinary general meeting (the
"General Meeting") of the Company's shareholders in respect of the
recommended proposals to introduce a new, UK incorporated, parent
company, Target Healthcare REIT plc, to the head of the Group.
This proposal, which will require the approval of the Company's
existing shareholders and the Royal Court of Jersey (the "Jersey
Court"), will be effected by way of a scheme of arrangement under
article 125 of the Companies (Jersey) Law 1991 (the "Scheme")
pursuant to which New THRL will acquire the Company and become its
ultimate parent company. The Company's existing shareholders will
receive, as part of the Scheme, one new share in New THRL ("New
Share") for every share they hold in the Company as at 6.00 p.m. on
6 August 2019, the Scheme Record Time. New THRL will replicate all
of the existing arrangements and structure of the Company. It will,
for example, have the same management, depositary and corporate
governance arrangements alongside having the same investment,
gearing and dividend policies. The New Shares will be admitted to
the premium segment of the Official List and to trading on the main
market of the London Stock Exchange ("Admission"). New THRL will
also be a REIT for the purposes of UK taxation.
If the Scheme is approved by the Company's shareholders and
sanctioned by the Jersey Court, it will be binding on all the
Company's shareholders as well as on the Company itself. The Jersey
Court Meeting and the General Meeting will both be held on 18 July
2019 at the offices of Dickson Minto, 16 Charlotte Square,
Edinburgh EH2 4DF. The Jersey Court Meeting will start at 10.30
a.m. and the General Meeting will start at 10.45 a.m. (or as soon
thereafter as the Jersey Court Meeting concludes or is
adjourned).
The benefits of the Scheme
The Directors consider that the Scheme is in the best interests
of Shareholders as a whole for the following reasons.
-- Whilst the Group is already UK tax resident, it will benefit
from aligning the Company's place of incorporation with the Group's
existing place of tax residence.
-- The Group's operations are directly and indirectly involved
in providing services to UK local authorities and health services.
A UK incorporated parent company is important in maintaining and
enhancing those relationships.
-- As a result of the Scheme, the costs and regulatory
complexity on the Group of complying with two separate regulatory
regimes will be streamlined.
-- The administration of the Group will be more effective and
efficient, due to the Investment Manager providing both
administration and company secretarial services onshore.
Under the Scheme, New THRL has also today published a prospectus
(the "Prospectus") in relation to the issue of its New Shares and
Admission. Pursuant to the Prospectus, in the event the Scheme
becomes effective, New THRL will have the ability to issue up to
125 million New Shares by way of a placing programme over the next
12 months (the "Placing Programme").
The investment pipeline and Placing Programme
Target Fund Managers Limited (the "Investment Manager") has
continued to invest the Group's existing cash reserves as well as
utilising the new revolving credit facilities with HSBC Bank plc,
which have been recently increased from GBP40 million to GBP80
million in aggregate. The Company's portfolio now consists of 62
purpose built care homes including three forward funding projects
with a market value of approximately GBP483.6 million(1) .
The Group also has a number of investment opportunities
progressing through its diligence processes and if all of these
potential acquisitions complete as anticipated, the Group's
available resources (consisting of both equity and debt capital)
will be fully utilised in the second half of 2019. However, the
timetable for potential completion remains uncertain and the
opportunities remain subject to detailed due diligence and
refinement of terms. For these reasons, the Group is seeking to
establish the Placing Programme to provide the operational
flexibility to raise new equity relatively quickly to fund these
acquisitions without incurring the additional costs and timetable
delays involved in drafting a new prospectus.
Indicative timetable
An indicative timetable of principal events is as follows:
Latest time and date for receipt 10.30 a.m. on 16 July 2019
of completed BLUE Forms of Proxy
for the Jersey Court Meeting
Latest time and date for receipt 10.45 a.m. on 16 July 2019
of completed PINK Forms of Proxy
for the General Meeting
-------------------------------
Jersey Court Meeting 10.30 a.m. on 18 July 2019
-------------------------------
General Meeting 10.45 a.m. on 18 July 2019
-------------------------------
The following dates are subject
to change:
-------------------------------
Jersey Court's sanction hearing 10.00 a.m. on 6 August 2019
to sanction the Scheme
-------------------------------
Last day of dealings in, and 6 August 2019
for registration of transfer
of, ordinary shares in the Company
-------------------------------
Record Time for the Scheme 6.00 p.m. on 6 August 2019
-------------------------------
Effective Date of the Scheme 7 August 2019
-------------------------------
Dealings in the Company's ordinary 7.30 a.m. 7 August 2019
shares suspended
-------------------------------
Admission and dealings in the 8.00 a.m. on 7 August 2019
new shares of New THRL
-------------------------------
Crediting of CREST accounts in 8.00 a.m. on 7 August 2019
respect of the New Shares of
New THRL
-------------------------------
Cancellation of the listing of 8.00 a.m. on 7 August 2019
the ordinary shares in the Company
on the premium segment of the
Official List and trading on
the LSE's Main Market
-------------------------------
Share certificates in respect Week commencing 19 August 2019
of the New Shares of New THRL
despatched
-------------------------------
(1) - As at 31 March 2019 the Company's portfolio comprised 61
assets valued at GBP477.1 million. Subsequently the Company has
acquired a care home in Formby, Merseyside for consideration of
GBP6.5 million.
Notes:
Copies of the Prospectus and Circular will shortly be available
for inspection at http://www.morningstar.co.uk/uk/NSM and on the
Company's website at http://www.targethealthcarereit.co.uk.
Terms used and not defined in this announcement bear the meaning
given to them in the Prospectus published today, 21 June 2019.
The Company's legal entity identifier (LEI):
2138008VQQ5Y9QXMX749
New THRL's legal identifier (LEI): 213800RXPY9WULUSBC04
Important Information
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. The information
contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse
Regulation (EU) No. 596/2014. Upon the publication of this
announcement via a Regulatory Information Service this information
is now considered to be in the public domain.
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 in New THRL 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.
The contents of this announcement, which have been prepared by
and are the sole responsibility of Target Healthcare REIT Limited
have been approved by Target Fund Managers Limited as a financial
promotion solely for the purposes of section 21(2)(b) of the
Financial Services and Markets Act 2000 . However, 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 European Economic Area (other than the United
Kingdom, the Republic of Ireland and the Netherlands (and, in the
case of the Netherlands, only to professional investors)) 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.
Dickson Minto W.S, which is authorised and regulated by the
Financial Conduct Authority, is acting only for the Company and New
THRL 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 W.S. or advice to any other person in
relation to the matters contained herein.
Stifel Nicolaus Europe Limited, which is authorised and
regulated by the Financial Conduct Authority, is acting only for
the Company and New THRL 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 Nicolaus Europe Limited or
advice to any other person in relation to the matters contained
herein.
None of the Company, New THRL, Target Fund Managers Limited,
Dickson Minto W.S. or Stifel Nicolaus Europe Limited, 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, New THRL 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,
New THRL, Target Fund Managers Limited, Dickson Minto W.S. and
Stifel Nicolaus Europe Limited, 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.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (OTHER THAN
THE UNITED KINGDOM, THE REPUBLIC OF IRELAND OR THE NETHERLANDS
(AND, IN THE CASE OF THE NETHERLANDS, ONLY TO PROFESSIONAL
INVESTORS)), CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH THE SAME
WOULD BE UNLAWFUL
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCFBMBTMBMTBFL
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June 21, 2019 07:15 ET (11:15 GMT)
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