Results of Issue

RNS Number : 3374L

Target Healthcare REIT PLC

10 September 2021

 

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 INCLUDING, WITHOUT LIMITATION, THE UNITED STATES, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (OTHER THAN TO PROFESSIONAL INVESTORS IN THE REPUBLIC OF IRELAND OR THE NETHERLANDS), CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND AND JAPAN. THIS ANNOUNCEMENT HAS BEEN DETERMINED TO CONTAIN INSIDE INFORMATION FOR THE PURPOSES OF THE UK VERSION OF MARKET ABUSE REGULATION (EU) NO. 596/2014, WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

10 September 2021

TARGET HEALTHCARE REIT PLC

("Target" or the "Company", together with its subsidiaries, the "Group")

Results of Issue

The Board of the Company is pleased to announce that it has successfully raised gross proceeds of £125 million through a significantly oversubscribed issue of new ordinary shares ("New Shares") at 115 pence per New Share (the "Issue").

After careful consideration of the exceptionally strong level of support and quality of demand from investors in the Issue, alongside the pipeline of attractive investment properties available, the Board determined to increase the size of the Issue from £100 million to £125 million. Notwithstanding this increase, investor demand substantially exceeded the maximum size of the Issue and, accordingly, a scaling back exercise was undertaken.

Applications will be made in respect of the 108,695,652 New Shares 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 pursuant to the Issue ("Admission"). It is expected that Admission will become effective and dealings in the New Shares will commence on 14 September 2021. When issued, the New 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.

The New Shares will be issued in registered form and may be held in uncertificated form. The New Shares allocated will be issued through the CREST system unless otherwise stated. The New Shares will be eligible for settlement through CREST with effect from Admission.

Following Admission, the Company will have 620,237,346 ordinary shares in issue. The total number of voting rights of the Company will be 620,237,346 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.

This Issue has been conducted in accordance with the terms and conditions in Part 11 of the Prospectus published on 12 February 2021, as supplemented by the supplementary prospectus published by the Company on 27 May 2021 (the "Prospectus") (the "Terms and Conditions"). For the avoidance of doubt, 95,945,946 New Shares (being the maximum remaining number of ordinary shares which can be issued by the Company pursuant to the placing programme under the Prospectus) have been issued pursuant to the Prospectus and 12,749,706 New Shares have been issued pursuant to the general share issuance authorities that were granted to the Board at the Company's annual general meeting held on 2 December 2020 (the "Excess Shares").  The Terms and Conditions shall apply to the issue of such Excess Shares as if they were being issued pursuant to the Prospectus.

Malcolm Naish, Chairman of the Company, said:  

"We are extremely grateful to both our existing and new shareholders for their support with this considerably oversubscribed equity raise. Our conviction in both the quality of our existing portfolio, which is characterised by its inflation linked, long-income characteristics, as well as the compelling investment opportunity in the part of the care home market that we are focused on, is steadfast. We look forward to deploying the proceeds into high quality, fit for purpose homes with strong sustainability credentials, further diversifying the portfolio whilst simultaneously playing a role in meeting a key societal challenge."

Dealing codes for the Ordinary Shares and the New Shares

Ticker: THRL

ISIN for the New Shares: GB00BJGTLF51

SEDOL for the New Shares: BJGTLF5

The Company's LEI: 213800RXPY9WULUSBC04

Enquiries:

Target Fund Managers Limited (Investment Manager to the Company)
Kenneth MacKenzie			[phone]
Gordon Bland			[phone]
Stifel Nicolaus Europe Limited
Mark Young	[e-mail]		[phone]
Mark Bloomfield	[e-mail]		[phone]
Rajpal Padam	[e-mail]		[phone]
Jack McAlpine	[e-mail]		[phone]
FTI Consulting
Dido Laurimore	[e-mail]		[phone]
Claire Turvey
Richard Gotla

Terms used and not defined in this announcement bear the meaning given to them in the Proposed Issue of Equity announcement published by the Company on 26 August 2021 and in the Prospectus.

Important Information

The person responsible for arranging for the release of this announcement on behalf of Target Healthcare REIT plc is Kenneth MacKenzie, Founder and Chief Executive of Target Fund Managers.

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 New 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 New 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, any member state of the EEA (other than to professional investors in the Republic of Ireland or the Netherlands) 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, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting solely for the Company and no-one else in connection with the transactions and arrangements described in this announcement and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the transactions and arrangements described in this announcement.   Stifel is not responsible to anyone other than the Company for providing the protections afforded to clients of Stifel or for providing advice in connection with the contents of this announcement or the transactions and arrangements described herein.

Dickson Minto, 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, the Investment Manager, DM and Stifel 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 Regulation Rules of the Financial Conduct Authority or other applicable laws, regulations or rules.

None of the Company, the Investment Manager, DM or Stifel, 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, the Investment Manager, DM and Stifel, 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.

 

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