Appointment of Alternative Fund Mgr & Depos...

NEWS RELEASE 22 July 2014 Worldwide Healthcare Trust PLC (the `Company') The Alternative Investment Fund Managers Directive ( "AIFMD") Appointment of Alternative Investment Fund Manager and Depositary In accordance with and in order to comply with the requirements of AIFMD, the Directors of the Company announce that the Company has adjusted its operational arrangements. The Directors of the Company have appointed Frostrow Capital LLP ("Frostrow") as the designated Alternative Investment Fund Manager for the Company on the terms and subject to the conditions of the alternative investment fund management agreement between the Company and Frostrow (the "AIFM Agreement"), which terminates and replaces the existing management, administrative and secretarial services agreement between the Company and Frostrow (the "Existing Management Agreement"). The AIFM Agreement is based on the Existing Management Agreement and only differs to the extent necessary to ensure that the relationship between the Company and Frostrow is compliant with the requirements of AIFMD. OrbiMed Capital LLC ("OrbiMed") will continue to be responsible for the management of the Company's portfolio of investments under a new portfolio management agreement with OrbiMed (the "PMA") and Frostrow, which terminates and replaces the existing investment management agreement between the Company and OrbiMed (the "Existing IMA"). The PMA is based on the Existing IMA and only differs to the extent necessary to ensure that the relationship between the Company, OrbiMed and Frostrow is compliant with the requirements of AIFMD. The Company has appointed J.P. Morgan Europe Limited (the "Depositary") as its depositary in accordance with AIFMD on the terms and subject to the conditions of the depositary agreement between the Company, Frostrow and the Depositary (the "Depositary Agreement"). The Company has also appointed J.P. Morgan Clearing Corp. (the "Prime Broker") to provide prime brokerage services to the Company on the terms and subject to the conditions of an institutional account agreement between the Company and the Prime Broker (the "Prime Brokerage Agreement"). The Company does not consider that any conflicts of interest arise from the Company's appointment of the Prime Broker. The Depositary has delegated its custodial function to the Prime Broker on the terms and subject to the conditions of a delegation agreement between the Company, Frostrow, the Depositary and the Prime Broker (the "Delegation Agreement"). The Depositary Agreement, Delegation Agreement and Prime Brokerage Agreement will replace the Company's existing custody and prime brokerage arrangements with Goldman Sachs. Each of the AIFM Agreement, the PMA, the Depositary Agreement and the Delegation Agreement shall enter into effect on 22 July 2014. The Prime Broker Agreement entered into effect on 16 July 2014. Further information that Frostrow is required to make available to potential investors under AIFMD can be found in the Appendix to this announcement. APPENDIX Investor Information In accordance with the requirements of AIFMD, the Company's Alternative Investment Manager ("AIFM") Frostrow is required to make available to potential investors, the following information, which is announced by the Directors of the Company on behalf of Frostrow: * In accordance with the Listing Rules, the Company can only make a material change to its investment policy with the approval of its shareholders. * The Company's shares are admitted to the Official List of the UKLA and to trading on the main market of the London Stock Exchange. Accordingly, the Company's shares may be purchased and sold on the main market of the London Stock Exchange. The Board does not envisage that new shares will be issued by the Company to persons other than market makers in the Company's shares. Issuances of shares will be governed by English law. The Company's shares are not redeemable. While the Company will typically have shareholder authority to buy back shares, shareholders do not have the right to have their shares purchased by the Company. * Frostrow intends to cover potential professional liability risks resulting from its activities as AIFM by holding professional indemnity insurance against liability arising from professional negligence which is appropriate to the risks covered, in accordance with the AIFMD and all applicable rules and regulations implementing AIFMD in the UK (the "AIFM Rules"). * Frostrow has delegated portfolio management to the OrbiMed in accordance with the AIFM Rules and does not consider that any conflicts of interest arise from such delegation. * Frostrow maintains a liquidity management policy to monitor the liquidity risk of the Company. The Company's shareholders ("Shareholders") have no right to redeem their shares from the Company but may trade shares on the secondary market. However, there is no guarantee that there will be a liquid market in the shares. * Frostrow has established procedures, arrangements and policies to ensure compliance with the principles more particularly described in the AIFM Rules relating to the fair treatment of investors. The principles of treating investors fairly include, but are not limited to: * + acting in the best interests of the Company and of the Shareholders; + ensuring that the investment decisions taken for the account of the Company are executed in accordance with the Company's investment policy and objective and risk profile; + ensuring that the interests of any group of Shareholders are not placed above the interests of any other group of Shareholders; + ensuring that fair, correct and transparent pricing models and valuation systems are used for the Company; + preventing undue costs being charged to the Company and Shareholders; + taking all reasonable steps to avoid conflicts of interests and, when they cannot be avoided, identifying, managing, monitoring and, where applicable, disclosing those conflicts of interest to prevent them from adversely affecting the interests of Shareholders; and + recognising and dealing with complaints fairly. * The Delegation Agreement transfers the Depositary's liability under Article 21(12) of AIFMD for the loss of the Company's financial instruments held in custody by the Prime Broker to the Prime Broker in accordance with Article 21(13) of AIFMD. * While the Depositary Agreement prohibits the re-use of the Company's assets by the Depositary or the Prime Broker without the prior consent of the Company or Frostrow acting on behalf of the Company, the Company has consented to the transfer and reuse of its assets by the Prime Broker in accordance with the terms of the Prime Brokerage Agreement by entering into the Prime Brokerage Agreement. * Frostrow maintains and operates organisational, procedural and administrative arrangements and implements policies and procedures designed to manage actual and potential conflicts of interest. * The Company's latest annual report can be found on the Company's website at the following address: http://www.frostrow.com/wp-content/uploads/2014/06/ Worldwide-Healthcare-Tst-PLC-Annual-Report-2014.pdf * In accordance with the AIFM Rules, Frostrow intends to publish the following information in relation to the Company's portfolio in its annual report and audited accounts, which can be found on the Company's website - http://www.frostrow.com/clients/worldwide-healthcare-trust-plc-2/: * the percentage of the Company's assets which are subject to special arrangements arising from their illiquid nature; * any new arrangements for managing the liquidity of the Company; * the current risk profile of the Company and the risk management systems employed by Frostrow to manage those risks; * any changes to the maximum level of leverage which the AIFM may employ on behalf of the Company as well as any right of the reuse of collateral or any guarantee granted under the leveraging arrangement. The Company will, in addition notify Shareholders of any such changes, rights or guarantees without undue delay by issuing an announcement on regulatory information service; and * the total amount of leverage employed by the Company. For further information please Contact: Mark Pope Frostrow Capital LLP, Company Secretary Telephone: 020 3008 4913
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