Publication of a Prospectus

RNS Number : 6633Q

BB Healthcare Trust PLC

13 September 2017

 

13 September 2017

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY MEMBER STATE OF THE EEA (OTHER THAN THE UNITED KINGDOM) OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL. PLEASE SEE THE SECTION ENTITLED "DISCLAIMER" TOWARDS THE END OF THIS ANNOUNCEMENT.

This announcement is an advertisement and does not constitute a prospectus and investors must subscribe for or purchase any shares referred to in this announcement only on the basis of information contained in the updated prospectus published by BB Healthcare Trust plc (the "Prospectus") and not in reliance on this announcement. A copy of the Prospectus will, subject to certain access restrictions, shortly be available for inspection on the Company's website: www.bbhealthcaretrust.com, and at the Company's registered office: Mermaid House, 2 Puddle Dock, London EC4V 3DB. This announcement does not constitute, and may not be construed as, an offer to sell or an invitation to purchase, investments of any description, or a recommendation regarding the issue or the provision of investment advice by any party. No information set out in this announcement or referred to in other written or oral form is intended to form the basis of any contract of sale, investment decision or any decision to purchase shares in the Company.

The value of shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements.  Investors may get back less than originally invested. Figures refer to past performance and past performance is not a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.

THE SHARES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT. NO PUBLIC OFFERING OF THE SECURITIES DISCUSSED HEREIN IS BEING MADE IN THE UNITED STATES AND THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE UNITED STATES AND THE COMPANY DOES NOT CURRENTLY INTEND TO REGISTER ANY SECURITIES UNDER THE SECURITIES ACT. ADDITIONALLY, THE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER SECURITIES COMMISSION OR REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE PROPOSED FUNDRAISING. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

BB Healthcare Trust plc

Publication of Prospectus

Further to the announcement made by BB Healthcare Trust plc (the "Company" or "BB Healthcare") on 4 September 2017, the Board of Directors of the Company announces the publication of the new Summary and Securities Note in connection with the proposed fundraising by means of a placing, offer for subscription and intermediaries offer (the "Second Issue") pursuant to its existing share issuance programme. 

Further details of the Second Issue are set out in the Securities Note, which, along with the Summary, will shortly be available on the Company's website (www.bbhealthcaretrust.com), subject to certain access restrictions, and will be available for inspection at the Company's registered office at Mermaid House, 2 Puddle Dock, London EC4V 3DB.

The new Summary and Securities Note, together with the Registration Document dated 10 November 2016, form the prospectus in relation to the Second Issue (the "Prospectus"). Terms not otherwise defined in this announcement have the meanings given to them in the Prospectus.

A copy of the new Summary and Securities Note will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM. The prospectus published ahead of the Company's initial public offering on 10 November 2016 (the "IPO Prospectus") is currently available on the Company's website (via www.bbhealthcaretrust.com), subject to certain access restrictions, for inspection at the Company's registered office at Mermaid House, 2 Puddle Dock, London EC4V 3DB, and at the National Storage Mechanism via www.morningstar.co.uk/uk/NSM.

In addition, further to the publication on 20 July 2017 of its unaudited half-yearly financial report for the period from incorporation on 7 October 2016 to 31 May 2017, the Company is today publishing its audited half-yearly financial report for this period. The audited half-yearly financial report has been audited for the purposes of the new Securities Note above and is incorporated by reference into the Securities Note. It has been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM. It is also available on the Company's website (via www.bbhealthcaretrust.com), subject to certain access restrictions, and for inspection at the Company's registered office at Mermaid House, 2 Puddle Dock, London EC4V 3DB.

Expected timetable

Publication of the Summary and Securities Note	13 September 2017
Latest time and date for receipt of completed application forms in respect of the offer for subscription	1.00pm, 20 September 2017
Latest time and date for receipt of completed applications from intermediaries in respect of the intermediaries offer	3.00pm, 20 September 2017
Latest time and date for commitments under the placing	5.00pm, 20 September 2017
Publication of the results of the Second Issue	21 September 2017
Admission and dealings in ordinary shares commence	8.00am, 25 September 2017

Peel Hunt LLP is acting as sole sponsor, broker, placing agent and intermediaries offer adviser to the Company.

For further information please contact:

Bellevue Advisors Limited Claude Mikkelsen Telephone: [phone] Mobile: [phone] Peel Hunt LLP Luke Simpson (Corporate Broking) Mark Thompson (Sales) Kathy Boate (Intermediaries) Telephone: [phone] Maitland - Financial PR William Clutterbuck Georgia Lewis Telephone: [phone]

About Bellevue Asset Management AG

The Company, through Mirabella Financial Services LLP (acting as the AIFM), has appointed Bellevue as the Company's portfolio manager pursuant to a delegated portfolio management agreement (the "Delegated Portfolio Management Agreement"). The Portfolio Manager is an asset management company incorporated in Switzerland, specialising in the healthcare sector, and part of the Bellevue Group.

The Portfolio Manager is an authorised asset manager subject to regulation by the Swiss Financial Market Supervisory Authority, FINMA. It is also the investment manager of BB Biotech AG, a Swiss investment company listed on the SIX Swiss Exchange, the Frankfurt Stock Exchange and the Stock Exchange in Milan, and is responsible for the management operations of Bellevue Funds (Lux) SICAV, as well as a number of other investment funds and mandates.

The Portfolio Manager has appointed Bellevue Advisors Limited, its UK subsidiary, to provide investment advisory services to it in relation to the Company and its portfolio.

Disclaimer

This is a financial promotion and is not intended to be investment advice. The content of this announcement, which has been prepared by and is the sole responsibility of the Company, has been approved by Peel Hunt solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended).

This announcement is an advertisement and does not constitute a prospectus and investors must  subscribe for or purchase any shares referred to in this announcement only on the basis of information contained in the updated Prospectus (and in any supplementary prospectus) and not in reliance on this announcement. Copies of the new Summary and Securities Note may, subject to any applicable law, be obtained from the registered office of the Company and will be made available for viewing at the National Storage Mechanism at http://www.morningstar.co.uk/NSM and on the Company's website. The IPO Prospectus is currently available on the Company's website (via www.bbhealthcaretrust.com), subject to certain access restrictions, for inspection at the Company's registered office at Mermaid House, 2 Puddle Dock, London EC4V 3DB, and at the National Storage Mechanism via www.morningstar.co.uk/uk/NSM. This announcement does not constitute, and may not be construed as, an offer to sell or an invitation to purchase investments of any description, a recommendation regarding the issue or the provision of investment advice by any party. No information set out in this announcement is intended to form the basis of any contract of sale, investment decision or any decision to purchase shares in the Company and investors should refer to the Prospectus.

The information contained in this announcement is given at the date of its publication (unless otherwise marked).

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated by the Financial Conduct Authority, is acting for the Company only 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 Peel Hunt or advice to any other person in relation to the matters contained herein.

The shares of the Company have not been, and will not be, registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold into or within the United States absent registration, except pursuant to an applicable exemption from, or in a transaction that is 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. Moreover, the shares of the Company have not been, nor will they be, registered under the applicable securities laws of Australia, Canada, the Republic of South Africa, Japan or any member state of the EEA (other than the United Kingdom). Further, the Company is not, and will not be, registered under the US Investment Company Act of 1940, as amended. The shares of the Company will be offered outside of the United States pursuant to the provisions of Regulation S of the Securities Act. Subject to certain exceptions, the shares of the Company may not be offered or sold in the United States, Australia, Canada, the Republic of South Africa, Japan or any member state of the EEA (other than the United Kingdom or to professional investors in certain EEA member states for which marketing passports have been obtained) or to, or for the account or benefit of, any national, resident or citizen of the United States, Australia, Canada, the Republic of South Africa, Japan or any member state of the EEA (other than the United Kingdom or to professional investors in certain EEA member states for which marketing passports have been obtained). The Share Issuance Programme (including the Second Issue), and the distribution of this announcement, in other jurisdictions may be restricted by law and the persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions.

The value of shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements.  When you sell your investment you may get back less than you originally invested. Figures refer to past performance and past performance is not a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.

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 factors include but are not limited to those described in the Prospectus. These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. The Company, the Portfolio Manager and Peel Hunt 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, the EU Market Abuse Regulation or other applicable laws, regulations or rules.

Disclaimer (Switzerland)

This document is being made to and directed only at qualified investors within Article 10 (3), 10 (3bis) and (3ter) of the Swiss Federal Act on Collective Investment Schemes of 23 June 2006 (the "CISA") and independent asset managers as per Art. 3 (2)(c) CISA registered in Switzerland. BB Healthcare has not been and will not be registered with the Swiss Financial Market Supervisory Authority (FINMA).

The representative of BB Healthcare in Switzerland is CACEIS (Switzerland) SA, with its registered office at Route de Signy 35, 1260 Nyon, Switzerland (the "Representative"). The offering documents and annual or semi-annual reports can be obtained free of charge from the Representative. The place of performance for Shares of BB Healthcare (the "Shares") offered or distributed in or from Switzerland are the registered office of the Representative. The courts of the canton of Vaud shall have jurisdiction in relation to any disputes arising out of the duties of the Representative. Any dispute related to the distribution of Shares in and from Switzerland shall be subject to the jurisdiction of the registered office of the distributor. The paying agent in Switzerland is Caceis Bank, Paris, Nyon branch, Switzerland with its registered office at Route de Signy 35, 1260 Nyon, Switzerland (the "Paying Agent"). The Shares may be subscribed and/or redeemed with the Paying Agent.

The Portfolio Manager has not been authorized by FINMA for public offering in or from Switzerland. Accordingly, the investment and investment activity may not be offered to the public in or from Switzerland and neither this announcement nor any offering materials relating to the investment and investment activity may be distributed in connection with any such public offering. This announcement as well as any other material relating to the investment and investment activity does not constitute a prospectus within the meaning of Articles 652a and 1156 of the Swiss Code of Obligations.

 

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