Results of Open Offer, Placing and Subscription
17 February 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, TO US PERSONS OR INTO THE UNITED STATES, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT HAS BEEN DETERMINED TO CONTAIN INSIDE INFORMATION.
This announcement is an advertisement for the purposes of the Prospectus Regulation Rules of the UK Financial Conduct Authority (the "FCA") and not a prospectus and not an offer of securities for sale in any jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not purchase or subscribe for any shares referred to in this announcement except on the basis of information in the Prospectus (as defined below) published by the Company (as defined below). A copy of the Prospectus is available from the Company's website (www.impactreit.uk/investors/reporting-centre/prospectus).
Impact Healthcare REIT plc
(the "Company")
Results of the Open Offer, Initial Placing, Offer for Subscription and Intermediaries Offer
Further to the Company's announcements on 27 January 2022, the Board of Directors (the "Board") of Impact Healthcare REIT plc (ticker: IHR), the real estate investment trust which provides investors with exposure to a diversified portfolio of UK healthcare real estate assets, in particular care homes, announces that its Initial Issue has raised gross proceeds of £40.0 million through the issue of 35,087,720 new ordinary shares at a price of 114 pence per share .
Application has been made for the New Ordinary Shares to be admitted to the premium segment of the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange's main market for listed securities ("Admission"). It is expected that Admission will take effect, and dealings in the New Ordinary Shares will commence, at 8.00 a.m. (London time) on 21 February 2022.
Rupert Barclay, Chairman of Impact Healthcare REIT plc said:
"On behalf of the Board, I would like to thank our new and existing shareholders for their support in this fundraise. The proceeds raised will assist us in funding in short order a significant proportion of our near-term attractive investment pipeline of standing assets, forward fundings, and asset management capex commitments, which we expect to deliver further attractive inflation-protected income and capital growth for our shareholders.
Our portfolio and sector remain well positioned, with supportive longer-term structural trends including an ageing population and a shortage of the good quality care homes that we invest in, with our tenants continuing to report improved trading conditions. In addition, our tenants and wider sector have an established history of being able to withstand inflationary pressures, whilst our long inflation-linked leases with high calibre tenants provide us with further confidence for the future."
Immediately following Admission, the Company will have 385,731,908 ordinary shares in issue and therefore the total voting rights in the Company will be 385,731,908. This figure may be used by shareholders as the denominator for the calculations by which they may determine whether or not 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.
Terms not otherwise defined in this announcement have the meanings given to them in the prospectus published by the Company on 27 January 2022 (the "Prospectus").
FOR FURTHER INFORMATION, PLEASE CONTACT
|
Impact Health Partners LLP Andrew Cowley Mahesh Patel David Yaldron
|
via Maitland/AMO |
|
Jefferies International Limited Tom Yeadon Andrew Morris Ollie Nott |
+44 (0) 20 7029 8000
|
|
Winterflood Securities Darren Willis Neil Langford Hande Derinkok
|
020 3100 0000
|
|
Maitland/AMO (Communications Adviser) James Benjamin |
07747 113 930 impacthealth-maitland@maitland.co.uk |
Important Information
The value of shares and the income from them is not guaranteed and can fall as well as rise due to stock market movements. When you sell your investment you may get back less than you originally invested.
This announcement is an advertisement and does not constitute a prospectus relating to the Company and does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to subscribe for, any shares in the Company in any jurisdiction nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with or act as any inducement to enter into, any contract therefor.
Recipients of this announcement who are considering acquiring new ordinary shares in the Company ("New Ordinary Shares") following publication of the Prospectus are reminded that any such acquisition must be made only on the basis of the information contained in the Prospectus which may be different from the information contained in this announcement. The Prospectus is available on the Company's website at https://www.impactreit.uk investors/reporting-centre/prospectus . A subscription for New Ordinary Shares is subject to specific legal or regulatory restrictions in certain jurisdictions. Persons distributing this announcement must satisfy themselves that it is lawful to do so. The Company assumes no responsibility in the event that there is a violation by any person of such restrictions.
This announcement may not be published, distributed or transmitted by any means or media, directly or indirectly, in whole or in part, in or into the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The New Ordinary Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and the New Ordinary Shares may not be offered or sold, directly or indirectly, within the United States except pursuant to an exemption from the registration requirements of the US Securities Act. There will be no public offer of the New Ordinary Shares in the United States.
Neither this announcement nor any copy of it may be taken or transmitted into or distributed in any member state of the European Economic Area, Canada, Australia, Japan or the Republic of South Africa or to any resident thereof. Any failure to comply with these restrictions may constitute a violation of the laws of any such jurisdiction. The distribution of this announcement in other jurisdictions may be restricted by law and the persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions.
Jefferies International Limited and Winterflood Securities Limited, each of which is authorised and regulated by the FCA in the United Kingdom, 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 either Jefferies or Winterflood or advice to any other person in relation to the matters contained herein. None of Jefferies, Winterflood, Impact Health Partners LLP, nor any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for this announcement, its contents or otherwise in connection with it or any other information relating to the Company, whether written, oral or in a visual or electronic format.
This announcement includes 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. These forward-looking statements relate to matters that are not historical facts regarding the Company's investment strategy, financing strategies, investment performance, results of operations, financial condition, prospects and dividend policies of the Company and the assets in which it may invest. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. These factors include, but are not limited to, changes in general market conditions, legislative or regulatory changes, changes in taxation regimes or development planning regimes, the Company's ability to invest its cash in suitable investments on a timely basis and the availability and cost of capital for future investments.
The Company expressly disclaims 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 Conduct Authority, the FSMA, the Listing Rules and the Prospectus Regulation Rules made under Part VI of FSMA, the UK version of the Market Abuse Regulation (2014/596/EU) or other applicable laws, regulations or rules.
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