Target Healthc. Regulatory News (THRL)

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 IN PARTICULAR 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.

26 February 2021

TARGET HEALTHCARE REIT PLC

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

Results of Initial Issue

The Board of Directors of the Company is pleased to announce that it has successfully raised gross proceeds of £60 million through an oversubscribed issue of 54,054,054 Ordinary Shares ("New Shares") by way of an Initial Placing, Intermediaries Offer and Offer for Subscription (the "Initial Issue").

After careful consideration of the strong level of support and quality of demand from investors in the Initial Issue alongside the pipeline of suitable investment properties available, the Board determined to increase the size of the Initial Issue from £50 million to £60 million. Notwithstanding the increased number of New Shares made available pursuant to the Initial Issue, investor demand still exceeded the gross proceeds targeted and as such a scaling back exercise has been undertaken.

The Company has received valid acceptances under the Offer for Subscription from investors in respect of 4,900,304 New Shares and a further 1,251,300 New Shares under the Intermediaries Offer. In addition, a total of 47,902,450 New Shares were taken up pursuant to the Initial Placing.

The Initial Issue is conditional, amongst other things, upon the passing of the Resolutions at the General Meeting to be held at 12.00 p.m. on 1 March 2021, Admission of the Ordinary Shares occurring no later than 8.00 a.m. on 3 March 2021 (or such later time and/or date as the Company, Stifel Nicolaus Europe Limited ("Stifel") and Dickson Minto W.S. ("Dickson Minto" or "DM") may agree) and the Placing Agreement not being terminated and becoming unconditional in accordance with its terms.

Admission

Applications will be made in respect of the 54,054,054 New Shares to be issued pursuant to the Initial Issue 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 ("Admission"). It is expected that Admission will become effective and dealings in the New Shares will commence on 3 March 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.

Total Voting Rights

Following Admission, the Company will have 511,541,694 Ordinary Shares in issue. The total number of voting rights of the Company will be 511,541,694 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.

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.

Malcolm Naish, Chairman of the Company, said: 

"We are very pleased to have completed this oversubscribed equity raise and would like to thank all our investors for their ongoing support. Given the challenges that our sector has faced over the past 12 months, this is a strong endorsement of the Company's investment case, purpose and outlook as we emerge from this pandemic and resume the careful expansion of the portfolio in line with our stringent investment strategy."

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)

Capitalised terms used and not otherwise defined in this announcement have the meaning given to them 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 Limited.

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 by the Financial Conduct Authority, is acting exclusively 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 Stifel or advice to any other person in relation to the matters contained herein.

Dickson Minto, which is authorised and regulated by the Financial Conduct Authority, is acting exclusively 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 Dickson Minto 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, Target Fund Managers Limited, 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, Target Fund Managers Limited, Stifel, Dickson Minto 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, Target Fund Managers Limited, Stifel, Dickson Minto 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.