TIDMTHRL
RNS Number : 6977N
Target Healthcare REIT PLC
26 September 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
26 September 2019
TARGET HEALTHCARE REIT PLC
("Target" or the "Company", together with its subsidiaries, the
"Group")
Results of Placing
The Board of Directors of the Company is pleased to announce
that it has successfully raised gross proceeds of GBP80 million
through an oversubscribed issue of 72,398,191 Ordinary Shares
("Placing Shares") by way of a placing under its existing Placing
Programme (the "Placing"). Investor demand for the Placing Shares
exceeded the gross proceeds initially targeted by the Company.
After careful consideration of the pipeline of suitable investment
properties available, the Board determined to increase the size of
the Placing to 72,398,191 Placing Shares at 110.5 pence per share.
Notwithstanding the increased number of Placing Shares made
available pursuant to the Placing, investor demand still exceeded
the gross proceeds targeted and as such a scaling back exercise has
been undertaken.
Applications will be made in respect of the 72,398,191 Placing
Shares to be issued pursuant to the Placing to be admitted to the
premium segment of the Official List and to trading on the London
Stock Exchange's Main Market for listed securities ("Admission").
It is expected that Admission will become effective and dealings in
the Placing Shares will commence on 30 September 2019. When issued,
the Placing Shares will rank pari passu with the existing Ordinary
Shares, including the right to receive all future dividends and
distributions declared, made or paid after Admission.
Following Admission, the Company expects to have 457,487,640
Ordinary Shares in issue. The total number of voting rights of the
Company will be 457,487,640 and this figure may be used by
shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or
a change to their interest in, the share capital of the Company
under the FCA's Disclosure Guidance and Transparency Rules.
Unless otherwise defined, the terms used in this announcement
shall have the same meaning as set out in the prospectus published
by the Company and sent to Shareholders on 21 June 2019 (the
"Prospectus"), as amended, copies of which are available on the
Company's website at www.targethealthcarereit.co.uk.
Malcolm Naish, Chairman of the Company, said:
"The success of this oversubscribed placing is a strong
endorsement of our investment strategy and will enable us to
continue with our efforts to grow the size and scale of the
business. We have identified a significant pipeline of
opportunities that will deliver strong returns to our investors
whilst bringing tenant and geographic diversification to the
portfolio and maintaining our commitment to owning the best quality
care homes."
The Company's legal entity identifier is:
213800RXPY9WULUSBC04
Enquiries:
Target Fund Managers Limited (Investment Manager to the
Company)
+44 1786 845
Kenneth MacKenzie 912
+44 1786 845
Gordon Bland 920
Stifel Nicolaus Europe
Limited
+44 20 7710
Mark Young mark.young@stifel.com 7600
+44 20 7710
Neil Winward neil.winward@stifel.com 7600
+44 20 7710
Tom Yeadon tom.yeadon@stifel.com 7600
FTI Consulting
+44 20 3727
Dido Laurimore TargetHealthcare@fticonsulting.com 1000
Claire Turvey
Richard Gotla
Important Information
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 Regulatory Information Service this
information is now considered to be in the public domain.
The information contained in this announcement is given at the
date of its publication (unless otherwise marked) and is subject to
updating, revision and amendment from time to time.
This announcement does not contain or constitute an offer for
sale or the solicitation of an offer to purchase securities in the
United States. The Placing Shares have not been and will not be
registered under the US Securities Act of 1933, as amended (the
"Securities Act") or under any securities laws of any state or
other jurisdiction of the United States and may not be offered,
sold, taken up, exercised, resold, renounced, transferred or
delivered, directly or indirectly, within the United States except
pursuant to an applicable exemption from or in a transaction not
subject to the registration requirements of the Securities Act and
in compliance with any applicable securities laws of any state or
other jurisdiction of the United States. There will be no public
offer of the Placing Shares in the United States.
This announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer or
invitation to purchase or subscribe for, or any solicitation to
purchase or subscribe for, any securities in any jurisdiction. No
offer or invitation to purchase or subscribe for, or any
solicitation to purchase or subscribe for, any securities will be
made in any jurisdiction in which such an offer or solicitation is
unlawful. The information contained in this announcement is not for
release, publication or distribution to persons in the United
States, Canada, Australia, the Republic of South Africa, New
Zealand or Japan, and should not be distributed, forwarded to or
transmitted in or into any jurisdiction, where to do so might
constitute a violation of local securities laws or regulations.
Stifel Nicolaus Europe Limited, which is authorised and
regulated by the Financial Conduct Authority, is acting only for
the Company in connection with the matters described in this
announcement and is not acting for or advising any other person, or
treating any other person as its client, in relation thereto and
will not be responsible for providing the regulatory protection
afforded to clients of Stifel Nicolaus Europe Limited or advice to
any other person in relation to the matters contained herein.
Dickson Minto W.S. ("DM"), which is authorised and regulated by
the Financial Conduct Authority, is acting only for the Company in
connection with the matters described in this announcement and is
not acting for or advising any other person, or treating any other
person as its client, in relation thereto and will not be
responsible for providing the regulatory protection afforded to
clients of DM or advice to any other person in relation to the
matters contained herein.
This announcement may include statements that are, or may be
deemed to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates",
"anticipates", "expects", "intends", "may", "will" or "should" or,
in each case, their negative or other variations or comparable
terminology. All statements other than statements of historical
facts included in this announcement, including, without limitation,
those regarding the Company's financial position, strategy, plans,
proposed acquisitions and objectives, are forward-looking
statements.
Forward-looking statements are subject to risks and
uncertainties and, accordingly, the Company's actual future
financial results and operational performance may differ materially
from the results and performance expressed in, or implied by, the
statements. These forward-looking statements speak only as at the
date of this announcement and cannot be relied upon as a guide to
future performance. The Company, Target Fund Managers Limited, DM
and Stifel Nicolaus Europe Limited expressly disclaim any
obligation or undertaking to update or revise any forward-looking
statements contained herein to reflect actual results or any change
in the assumptions, conditions or circumstances on which any such
statements are based unless required to do so by the Financial
Services and Markets Act 2000, the Prospectus Rules of the
Financial Conduct Authority or other applicable laws, regulations
or rules.
None of the Company, Target Fund Managers Limited, DM 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 or associated companies, whether written,
oral or in a visual or electronic form, and howsoever transmitted
or made available or for any loss howsoever arising from any use of
the announcement or its contents or otherwise arising in connection
therewith. The Company, Target Fund Managers Limited, DM 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.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing and the
Placing Programme.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own Target
Market Assessment in respect of the Placing Shares and determining
appropriate distribution channels.
Marketing disclosures pursuant to AIFMD (as defined below)
The Company is an externally managed alternative investment fund
and has appointed Target Fund Managers Limited as its alternative
investment fund manager (the "AIFM").
Pursuant to Article 23 of AIFMD and the Alternative Investment
Fund Managers Regulations 2013 (No. 1173/2013) and the Investment
Funds Sourcebook of the FCA (the "UK AIFMD Rules"), the AIFM is
required to make available to persons in the European Union who are
invited to and who choose to participate in the Placing, by making
an oral or written offer to subscribe for Placing Shares, including
any individuals, funds or others on whose behalf a commitment to
subscribe for Placing Shares is given (the "Subscribers") certain
information (the "Article 23 Disclosures"). For the purposes of the
Placing, the AIFM has made the Article 23 Disclosures available to
Subscribers in the 'Investor Relations' section of the Company's
website at: www.targethealthcarereit.co.uk.
PRIIPS
In accordance with the Regulation (EU) No 1286/2014 of the
European Parliament and of the Council of 26 November 2014 on key
information documents for packaged retail and insurance-based
investment products ("PRIIPs") and its implementing and delegated
acts (the "PRIIPs Regulation"), the AIFM has prepared a key
information document (the "KID") in respect of the Ordinary Shares.
The KID is made available by the AIFM to "retail investors" prior
to them making an investment decision in respect of the Ordinary
Shares at www.targetfundmanagers.com.
If you are distributing Ordinary Shares, it is your
responsibility to ensure that the KID is provided to any clients
that are "retail clients".
The Company is the only manufacturer of the Ordinary Shares for
the purposes of the PRIIPs Regulation and none of Stifel or the
AIFM are manufacturers for these purposes. None of Stifel or the
AIFM makes any representations, express or implied, or accepts any
responsibility whatsoever for the contents of the KID prepared by
the Company nor accepts any responsibility to update the contents
of the KID in accordance with the PRIIPs Regulation, to undertake
any review processes in relation thereto or to provide the KID to
future distributors of Ordinary Shares. Each of Stifel or the AIFM
and their respective affiliates accordingly disclaim all and any
liability whether arising in tort or contract or otherwise which it
or they might have in respect of the key information documents
prepared by the Company. Investors should note that the procedure
for calculating the risks, costs and potential returns in the KID
are prescribed by laws. The figures in the KID may not reflect
actual returns for the Company and anticipated performance returns
cannot be guaranteed.
THIS 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
ROIKMGZLVKGGLZM
(END) Dow Jones Newswires
September 26, 2019 02:00 ET (06:00 GMT)
Target Healthcare Reit (LSE:THRL)
Historical Stock Chart
From Apr 2024 to May 2024
Target Healthcare Reit (LSE:THRL)
Historical Stock Chart
From May 2023 to May 2024