REG - CT Healthcare Trust - Quarterly Tender Offer

CT Healthcare TrustAnnouncement

14/05/2026 10:00

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RNS Number : 3471E  CT Healthcare Trust PLC  14 May 2026

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14 May 2026

CT Healthcare Trust plc (the "Company")

Quarterly Tender Offer for up to 15 per cent. of the issued share capital in
the Company with Matching Facility

The Company announces its first quarterly tender offer since the appointment
of Columbia Threadneedle as the Company's AIFM and investment manager on 5
March 2026 (the "Tender Offer"). The Tender Offer is being made in respect of
up to 15 per cent. of the Company's issued share capital (excluding any Shares
held in treasury) at a price per Share equal to the prevailing Net Asset Value
per Share as at 2 June 2026 less the Tender Offer Expenses per Share (the
"Tender Price").

Terms used in this announcement shall have the same meaning as set out in the
circular in respect of the Tender Offer (the "Circular") being published later
this morning.

Reasons for the Tender Offer

The Board has arranged for the Tender Offer in accordance with its commitment
(as described in the Company's circular to Shareholders dated 12 February
2026) to introduce ongoing quarterly tender offers for up to 15 per cent. of
the Company's issued share capital (excluding Shares held in treasury, under
which Shareholders (other than Restricted Shareholders and any Sanctions
Restricted Persons) may tender for purchase all or part of their holdings of
Shares for cash.

The Tender Offer is available to Eligible Shareholders on the Register as at
the Record Date, which is 6.00 p.m. on 14 May 2026.

The Tender Offer is conditional, upon other things, on the passing of the
special resolution set out in the notice of General Meeting set out at the end
of the Circular on 3 June 2026.

Company performance and outlook

In the period between Columbia Threadneedle's appointment as the Company's
AIFM and investment manager to 30 April 2026, the Company's Net Asset Value
per share increased by 3.51 per cent, while the Share price rose by 2.45 per
cent. during the same period. The performance of both the NAV and the Share
price is ahead of all three comparator benchmark performance over the same
period: the MSCI Healthcare Index declined by 7.47 per cent., the Russell 3000
Healthcare Index declined by 6.99 per cent., and the S&P Biotech Select
Index rose by 2.27 per cent. (all total return in Sterling).

The Company's portfolio is managed in line with Columbia Threadneedle's
established healthcare strategy (the "Strategy"). Since the Strategy's
inception on 1 July 2023 to 31 March 2026 (33 months), it has delivered a
Sterling total return of 147.1 per cent., including 68.9 per cent. over the
most recent 12 month period to 31 March 2026. This Sterling total return is
significantly ahead of the 11.5 per cent. return from the MSCI Healthcare
Index over the same 33 months (including 2.6 per cent. over the 12 month
period to 31 March 2026), 12.1 per cent. return from the Russell 3000
Healthcare Index (including 1.4 per cent. over the 12-month period to 31 March
2026) and 49.6 per cent. return from the S&P Biotech Select Index
(including 52.5 per cent over the 12-month period to 31 March 2026).

Healthcare equities have historically exhibited wide performance dispersion,
with outcomes often driven by innovation cycles, clinical trial results and
regulatory developments. This dynamic environment creates opportunities for
active management through the identification of potential winners and
laggards. The sector is also supported by long term structural growth drivers,
including ageing populations, rising prevalence of chronic disease and the
essential nature of healthcare services. These themes are reinforced by
ongoing innovation in areas such as gene and cell therapy, precision medicine,
and digital health and artificial intelligence, alongside sustained merger and
acquisition activity.

The Board is pleased with the investment performance achieved since
transitioning the Company's management mandate to Columbia Threadneedle. The
Directors believe that a disciplined, risk adjusted investment approach within
an investment trust structure provides an attractive solution for investors
seeking diversified exposure to the healthcare sector. While past performance
is not a guide to future returns, the Board is encouraged by progress to date
and remains confident in the strategy's long-term potential.

The Tender Offer and Tender Price

Under the terms of the Tender Offer, which is being made by J.P. Morgan
Cazenove, as principal, Shareholders (other than Restricted Shareholders and
any Sanctions Restricted Persons) will be able to tender up to 15 per cent. of
the Shares registered in their name on the Register as at the Record Date (the
"Basic Entitlement"), rounded down to the nearest whole number of Shares.
Shareholders will also have the option to tender additional Shares to the
extent that other Shareholders tender less than their Basic Entitlement. Any
such excess tenders will be satisfied pro rata in proportion to the amount
tendered in excess of the Basic Entitlement (rounded down to the nearest whole
number of Shares).

The maximum number of Shares to be acquired under the Tender Offer is
8,386,387 Shares, representing 15 per cent. of the Shares in issue (excluding
any Shares held in treasury) as at 13 May 2026, being the latest practicable
date prior to the publication of the Circular (the "Available Shares").

An Eligible Shareholder tendering up to its Basic Entitlement will have its
tender satisfied in full. Any Eligible Shareholder tendering more than its
Basic Entitlement ("Excess Applications") will have its Excess Application
satisfied if there are sufficient remaining Available Shares. Such Available
Shares shall be apportioned to Eligible Shareholders pro rata to their Excess
Applications should other Eligible Shareholders not tender the full amount of
their Basic Entitlement and as a result of certain Overseas Shareholders and
any Sanctions Restricted Persons not being permitted to participate in the
Tender Offer.

The Tender Price will be equal to the Net Asset Value per Share as at the
Calculation Date, less an amount per Share in respect of the costs and
expenses of the Tender Offer (as determined by the Board), including any fees,
commissions and/or stamp duty payable by the Company in connection with the
Tender Offer, capped at an aggregate amount equal to 5 per cent. of the
Company's NAV as at the Calculation Date (the "Tender Offer Expenses per
Share").

In making the Tender Offer, J.P. Morgan Cazenove will purchase the Shares
which have been validly tendered, as principal, by means of an on-market
purchase from tendering Shareholders.

The repurchase of Shares by the Company will be funded by the sale of
investments in the Company's investment portfolio.

Subject to the Tender Offer becoming unconditional and the acquisition of the
Shares pursuant to the Tender Offer by J.P. Morgan Cazenove, payment of the
Tender Price due to Shareholders whose tenders under the Tender Offer have
been accepted will be made by Sterling cheque or by CREST payment, as
appropriate, as soon as practicable following the acquisition of successfully
tendered Shares by J.P. Morgan Cazenove, as described in greater detail in the
Circular.

If, in the Board's opinion, it is impractical or inappropriate, as a result of
market conditions, to dispose of investments held by the Company or otherwise
to raise finance to enable it to fund the repurchase of all of the Shares that
are to be repurchased by it pursuant to the Repurchase Agreement without
materially harming the interests of Shareholders as a whole or if the
completion of the Tender Offer would have unexpected adverse fiscal
consequences for the Company or its Shareholders, the Tender Offer may be
terminated or the closing of the Tender Offer may be deferred by up to 10
Business Days. If the closing of the Tender Offer is deferred to a subsequent
date and such circumstances continue to exist at that subsequent date, the
Tender Offer will lapse on that date as described in further detail in the
Circular.

Further information on the terms and conditions of the Tender Offer, how to
participate and how to tender Shares are set out in the Circular.

Matching Facility

Under the Matching Facility to be established and operated by J.P. Morgan
Cazenove, the aggregate Tender Price for such number of Shares as Incoming
Investors agree to acquire will form part of the cash proceeds paid to
tendering Shareholders for their successfully tendered Shares.

Any Shares not sold by J.P. Morgan Cazenove to Incoming Investors will be
repurchased by the Company pursuant to the Repurchase Agreement at the Tender
Price by way of an on-market transaction on the main market for listed
securities of the London Stock Exchange. The Shares which the Company acquires
from J.P. Morgan Cazenove will be cancelled or held in treasury.

Incoming Investors will be responsible for paying all On-Sale Expenses in
connection with their acquisition of Shares, including applicable stamp duty
or stamp duty reserve tax. All successfully tendering Shareholders will
receive the full Tender Price in respect of all validly tendered Shares.

The number of Shares available under the Matching Facility will depend on the
number of Shares tendered under the Tender Offer.

Tendering Shareholders will receive the Tender Price in cash in consideration
for the purchase of any Shares successfully tendered by them, whether their
Shares are sold to Incoming Investors or are purchased by the Company.

Overseas Shareholders and Sanctions Restricted Persons

The making of the Tender Offer to persons outside the United Kingdom or the
United States may be prohibited or affected by the laws of the relevant
overseas jurisdictions. Shareholders with registered or mailing addresses
outside the United Kingdom or the United States or who are citizens or
nationals of, or resident in, a jurisdiction other than the United Kingdom or
the United States should read carefully the sections of the Circular directed
at Overseas Shareholders.

It is the responsibility of all Overseas Shareholders to satisfy themselves as
to the observance of any legal requirements in their jurisdiction, including,
without limitation, any relevant requirements in relation to the ability of
such holders to participate in the Tender Offer.

The Tender Offer is not being made to Shareholders who are resident in, or
citizens of, Australia, Canada, Japan, South Africa or any other Restricted
Jurisdiction to avoid breaching applicable local laws relating to the
implementation of the Tender Offer nor to Sanctions Restricted Persons to
avoid breaching sanctions imposed by any Sanctions Authority.

US Shareholders

The Tender Offer is being made to US Shareholders by J.P. Morgan Securities
LLC acting as nominee for J.P. Morgan Cazenove in compliance with the
applicable US tender offer rules under the Exchange Act, to the extent
applicable, and otherwise in accordance with the requirements of English law,
the London Stock Exchange and the FCA. Accordingly, the Tender Offer may be
subject to disclosure and other procedural requirements, including with
respect to withdrawal rights, offer timetable, settlement procedures and
timing of payments that are different from those applicable under US domestic
tender offer procedures and law.

Takeover Code

Introduction

Shareholders should note the following important information relating to
certain provisions of the Takeover Code, which will be relevant to purchases
of Shares after the date of this announcement.

The Takeover Code applies to the Company. Under Rule 9 of the Takeover Code,
any person who acquires an interest in shares which, taken together with
shares in which that person or any person acting in concert with that person
is interested, carry 30 per cent. or more of the voting rights of a company
which is subject to the Takeover Code is normally required to make an offer to
all the remaining shareholders to acquire their shares.

Similarly, when any person, together with persons acting in concert with that
person, is interested in shares which in the aggregate carry not less than 30
per cent. of the voting rights of such a company but does not hold shares
carrying more than 50 per cent. of the voting rights of the company, an offer
will normally be required if such person or any person acting in concert with
that person acquires a further interest in shares which increases the
percentage of shares carrying voting rights in which that person is
interested.

Further, under Rule 37.1 of the Takeover Code, when a company redeems or
purchases its own shares, any resulting increase in the percentage of voting
rights carried by the shares in which a person, or group of persons acting in
concert, is interested will be treated as an acquisition of interests in
shares carrying voting rights for the purpose of Rule 9.1.

It is possible that, on completion of the Tender Offer, the proportionate size
of the shareholding of one or more Shareholders could increase so that they
hold 30 per cent. or more of the voting rights of the Company following
implementation of the Tender Offer.

CTI Concert Party

For the purposes of the Takeover Code, Threadneedle Asset Management Holdings
Limited and its Concert Parties, including the Company's AIFM and investment
manager CTIBL (the "CTI Concert Party"), are regarded as being interested in
Shares carrying, in aggregate, 25.58 per cent. of the voting rights in the
Company as at 30 April 2026 (being the latest practicable date prior to the
publication of this announcement). The CTI Concert Party's shareholding
comprises 13,107,524 Shares held by Threadneedle Asset Management Holdings
Limited ("TAMHL") and 1,242,141 Shares owned by certain investment funds
managed on a discretionary basis by CTIBL. Accordingly, it is possible that,
following the Tender Offer, the percentage of the Shares in which the CTI
Concert Party is interested could increase to represent 30 per cent. or more
of the voting rights of the Company.

In light of the above, in order to remove the risk of the CTI Concert Party
being required to make a mandatory offer for the Company under Rules 9 and 37
of the Takeover Code as a result of the Tender Offer, TAMHL has agreed to
tender such number of Shares in the Tender Offer as will result in the CTI
Concert Party being interested in less than 30 per cent of the voting rights
in the Company following completion of the Tender Offer.

Persons other than the CTI Concert Party

Rule 37.1(c) of the Takeover Code states that the Panel will normally grant a
dispensation from the obligation on a person (who is not a director or a
person acting in concert with a director or an investment manager or
investment adviser to the company) who comes to exceed the limits in Rule 9.1
in consequence of a company's redemption or purchase of its own shares to make
a mandatory offer under Rule 9 of the Takeover Code unless that person, or any
person acting in concert with it, acquired an interest in shares at a time
when they had reason to believe that a specific redemption or purchase of its
own shares by the Company would take place. Any person who acquires Shares
following publication of this Circular or who participates in the Matching
Facility does so in the knowledge that the Company is making the Tender Offer
available to Shareholders. As a result, Rule 37.1(c) will apply such that the
dispensation normally granted by the Panel from making a mandatory offer under
Rule 9.1 will not be available to any such person in respect of its holding of
Shares.

As at 13 May 2026 (being the last practicable date prior to publication of
this announcement), other than the CTI Concert Party, the Company is not aware
of any Shareholder whose voting rights in the Company could equal or exceed 30
per cent. of the Company's total voting rights following the Tender Offer
should such Shareholder choose not to tender into the Tender Offer, so long as
the relevant Shareholder does not acquire further Shares (whether through
on-market purchases or through the acquisition of On-Sale Shares under the
Matching Facility).

Shareholders should note that, under the terms and conditions of the Tender
Offer, the Board has the ability to terminate the Tender Offer if it has
become aware that, if it were to proceed, one or more continuing Shareholders
would, as a result of the Tender Offer, be required to make an offer under
Rule 9 of the Takeover Code.

Taxation

Eligible Shareholders who sell Shares in the Tender Offer may, depending on
their individual circumstances, incur a liability to taxation. The Circular
sets out a general guide to certain aspects of current UK taxation law and
HMRC published practice.

Share buyback programme

The Company's authority to repurchase Shares, which was granted at the annual
general meeting of the Company held on 28 April 2026 in respect of Shares
representing 14.99 per cent. of the Company's issued share capital as at the
date of that meeting, will remain in force and be unaffected by the Tender
Offer. The Company may, in the Board's discretion, continue to make on-market
purchases of Shares pursuant to the Company's Share buyback programme in the
period between the publication of this announcement and the Closing Date.

Any such purchases by the Company of its own Shares shall be undertaken in
accordance with UKLR 9.6.2 and notified to Shareholders by an announcement
through an RIS provider in accordance with UKLR 9.6.6 and the Disclosure
Guidance and Transparency Rules of the FCA and will be available on the London
Stock Exchange website at www.londonstockexchange.com.

General Meeting

The implementation of the Tender Offer and the Matching Facility requires the
approval of Shareholders.

A notice convening a general meeting which is to be held at the offices of
Hogan Lovells International LLP, Atlantic House, 50 Holborn Viaduct, London
EC1A 2FG on 3 June 2026 at 11.00 a.m. (the "General Meeting") is set out at
the end of the Circular. At the General Meeting, a special resolution will be
proposed to approve the purchase from J.P. Morgan Cazenove of Shares
successfully tendered and acquired by it under the Tender Offer pursuant to
the Repurchase Agreement and an ordinary resolution will also be proposed in
respect of the sale of the On-Sale Shares under the Matching Facility to
Incoming Investors at a price equal to the Tender Price.

The Tender Offer is not conditional on the passing of the ordinary resolution
in respect of the sale of On-Sale Shares under the Matching Facility.

Recommendation

The Board considers the proposed Tender Offer to be in the best interests of
the Company and its Shareholders as a whole. Accordingly, the Board
unanimously recommends that Shareholders vote in favour of both Resolutions to
be proposed at the General Meeting.

The Directors intend to vote in favour of each of the Resolutions in respect
of their holdings of Shares, amounting to 188,731 Shares in aggregate
(representing approximately 0.34 per cent. of the issued share capital of the
Company as at the date of this announcement, excluding Shares held in
treasury).

Board intentions in relation to the Tender Offer

The Directors make no recommendation to Shareholders as to whether they should
tender Shares in the Tender Offer. Whether Shareholders decide to tender
Shares will depend, among other things, on their view of the Company's
prospects and their own individual circumstances, including their tax
position. Shareholders who are in any doubt as to the action they should take
should consult an appropriate independent professional adviser.

No Director will tender Shares in the Tender Offer.

Expected Timetable

 Record Date for the Tender Offer                                                6.00 p.m. on 14 May 2026
 Latest time and date for receipt of Tender Forms and submission of TTE          1.00 p.m. on 1 June 2026
 Instructions from Eligible Shareholders
 Latest time and date for receipt of Forms of Proxy for the General Meeting      11.00 a.m. on 1 June 2026
 Calculation Date (being the date of the NAV on which the Tender Price is        Close of business on 2 June 2026
 based)
 General Meeting                                                                 11.00 a.m. on 3 June 2026
 Results of General Meeting announced                                            3 June 2026
 Results of Tender Offer announced                                               3 June 2026
 Tender Price announced                                                          3 June 2026
 Purchase of Shares successfully tendered under the Tender Offer by J.P. Morgan  17 June 2026
 Cazenove and sale of On-Sale Shares to Incoming Investors under the Matching
 Facility
 Payments through CREST made and CREST accounts settled                          as soon as practicable, and by no later than 10 Business Days after the
                                                                                 acquisition of successfully tendered Shares by J.P. Morgan Cazenove
 Balancing share certificates and cheques dispatched to certificated             as soon as practicable, and by no later than 10 Business Days after the
 Shareholders                                                                    acquisition of successfully tendered Shares by J.P. Morgan Cazenove

 

All references are to local time in London on the day in question.

The dates set out in the expected timetable may be adjusted by the Company (in
consultation with J.P Morgan Cazenove), in which event details of the new
dates will be notified to Shareholders via an announcement made by the Company
through a Regulatory Information Service.

Publication of Circular

The Circular, which contains the full terms and conditions of the Tender
Offer, instructions to Eligible Shareholders on how to tender their Shares
should they choose to do so, is being posted to Eligible Shareholders.

A copy of the Circular will shortly be available to view on the Company's
website at www.cthealthcaretrust.co.uk (http://www.cthealthcaretrust.co.uk) .

A copy of the Tender Offer circular has been submitted to the National Storage
Mechanism and will shortly be available for inspection
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)

For further information, please contact:

 CT Healthcare Trust plc
 Sarah MacAulay, Chairman

 Columbia Threadneedle Investments  +44 (0) 207 464 5000

 Marrack Tonkin,

 Head of Investment Trusts

 JP Morgan Cazenove                 +44 (0) 20 3493 8000
 William Simmonds / Rupert Budge

 Company Secretary
 NSM Funds (UK) Ltd                 +44 (0) 20 3697 5770
 Brian Smith / Ciara McKillop

Columbia Threadneedle Investments +44 (0) 131 573 8372
Scott McEllen

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