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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