Publication of a Prospectus

RNS Number : 3996G

BB Healthcare Trust PLC

05 November 2018

 

5 November 2018

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, TO US PERSONS OR IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN 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 for the purposes of the Prospectus Rules of the UK Financial Conduct Authority ("FCA") and does not constitute a prospectus. Investors must subscribe for or purchase any shares referred to in this announcement only on the basis of information contained in the prospectus published by BB Healthcare Trust plc (the "Prospectus") in its final form and not in reliance on this announcement. A copy of the Prospectus will shortly be available for inspection from the Company's registered office and on its website (www.bbhealthcaretrust.com). This announcement does not constitute, and may not be construed as, an offer to sell or an invitation or recommendation to purchase, sell or subscribe for any securities or investments of any description, or a recommendation regarding the issue or the provision of investment advice by any party.

BB Healthcare Trust plc

Publication of Prospectus

Further to its announcement earlier today, the Board of Directors of BB Healthcare Trust plc (the "Company" or "BB Healthcare") announces that it has published the Prospectus in connection with the proposed issue of new ordinary shares ("Ordinary Shares") in the Company (the "Initial Issue"), by way of an Initial Placing, Offer for Subscription and Intermediaries Offer, and pursuant to a new share issuance programme (the "Share Issuance Programme").

The Prospectus will shortly be available on the Company's website (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, and at the National Storage Mechanism via www.morningstar.co.uk/uk/NSM.

Terms not otherwise defined in this announcement have the meanings given to them in the Prospectus.

The Company's LEI is: 213800HQ3J3H9YF2UI82

For further information please contact:

Bellevue Advisors Limited Claude Mikkelsen Telephone: [phone] Mobile: [phone] Peel Hunt LLP (Sole Sponsor, Joint Bookrunner and Intermediaries Offer Adviser) Luke Simpson, Helen Rennardson (Corporate Broking) Mark Thompson, Chris Bunstead (Sales) Sohail Akbar (Intermediaries) Telephone: [phone] J.P. Morgan Cazenove (Joint Bookrunner) William Simmonds Ed Murray Eddie Nissen (Sales) Oliver Kenyon Telephone: [phone] Maitland/amo - Financial PR William Clutterbuck Jason Ochere Telephone: [phone]

Disclaimer

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 Prospectus published by the Company and not in reliance on this announcement. Copies of the Prospectus may, subject to any applicable law, be obtained from the registered office of the Company and at the National Storage Mechanism at http://www.morningstar.co.uk/NSM and on the Company's website. 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 is intended to form the basis of any contract of sale, investment decision or any decision to purchase shares in the Company.

This announcement is not for release, publication or distribution, directly or indirectly, 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"), Australia, Canada, the Republic of South Africa, Japan or any other jurisdiction where such distribution is unlawful, or to US Persons, as defined in Regulation S. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement is not an offer of securities for sale into the United States. Each of Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United Kingdom by the FCA, and J.P. Morgan Securities plc, which conducts its U.K. investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), which is authorised in the United Kingdom by the Prudential Regulation Authority ("PRA") and regulated in the United Kingdom by the FCA and the PRA, are acting exclusively for the Company and for no-one else in connection with the Initial Issue, the Share Issuance Programme or any Admission and the other arrangements referred to in this announcement and will not regard any other person as their respective clients in relation to the Initial Issue, the Share Issuance Programme or any Admission and the other arrangements referred to in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in connection with the Initial Issue and the other arrangements referred to in this announcement.

The Ordinary Shares  have not been, and will not be, registered under the US Securities Act 1933 ("US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered or sold within the United States or to or for the account or benefit of US Persons (as defined in Regulation S under the US Securities Act ("Regulation S"). In addition the Company has not been and will not be registered under the US Investment Company Act of 1940, as amended. Outside the United States, the Ordinary Shares may be sold to non-US Persons pursuant to the provisions of Regulation S.

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.

In connection with the Initial Issue, Peel Hunt, J.P. Morgan Cazenove and any of their affiliates, may take up a portion of the Ordinary Shares in the Initial Issue as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such Ordinary Shares and other securities of the Company or related investments in connection with the Initial Issue or otherwise.  Accordingly, references in the Prospectus, once published, to the Ordinary Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, Peel Hunt, J.P. Morgan Cazenove and any of their affiliates acting in such capacity.  In addition Peel Hunt, J.P. Morgan Cazenove and any of their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which Peel Hunt, J.P. Morgan Cazenove and any of their affiliates may from time to time acquire, hold or dispose of Ordinary Shares. Peel Hunt and J.P. Morgan Cazenove do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

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 Ordinary Shares which are the subject of the Initial Issue have been subject to a product approval process, which has determined that such Ordinary 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 Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Ordinary Shares is compatible only with investors who do not need a guaranteed income or fully predictable return profile, who are not looking for full capital protection or full repayment of the amount invested, 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 Issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Peel Hunt and J.P. Morgan Cazenove will only procure investors who meet the criteria of professional clients and eligible counterparties.

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 Ordinary Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Ordinary Shares and determining appropriate distribution channels.

Disclaimer (Switzerland)

The attention of potential investors in Switzerland is drawn to the section titled "Additional information for Swiss investors" contained within the "Important Information" section of the securities note which forms part of the Prospectus.

 

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