REG - Target H'care REIT - Results of Issue

Target Healthcare ReitAnnouncement

10/09/2021 07:00

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RNS Number : 3374L  Target Healthcare REIT PLC  10 September 2021

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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                                                               +44 1786 845 912
 Gordon Bland                                                                    +44 1786 845 912

 Stifel Nicolaus Europe Limited
 Mark Young                      mark.young@stifel.com                           +44 20 7710 7600
 Mark Bloomfield                 mark.bloomfield@stifel.com                      +44 20 7710 7600
 Rajpal Padam                    rajpal.padam@stifel.com                         +44 20 7710 7600
 Jack McAlpine                   jack.mcalpine@stifel.com                        +44 20 7710 7600

 FTI Consulting
 Dido Laurimore                  TargetHealthcare@fticonsulting.com              +44 20 3727 1000
 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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