Results of Placing
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION IN THE UNITED STATES OF AMERICA, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (OTHER THAN TO THE NETHERLANDS AND THE REPUBLIC OF IRELAND AND THEN ONLY TO PROFESSIONAL INVESTORS IN THOSE MEMBER STATES), CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA.
This Announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014. Upon the publication of this Announcement, this inside information is now considered to be in the public domain.
30 April 2021
IMPACT HEALTHCARE REIT PLC
(the "Company" or, together with its subsidiaries, the "Group")
Results of Placing
Further to its announcement on 6 April 2021, 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, is pleased to announce that the Company's placing (the "Placing") has raised £35 million. Accordingly, a total of 31,690,327 ordinary shares ("New Ordinary Shares") in the Company will be issued at the Issue Price of 111.5 pence per New Ordinary Share.
The net proceeds of the Placing will be used to repay amounts drawn under its revolving credit facilities and to fund new investments in line with its investment policy, which are expected to deliver further value for its shareholders.
Application has been made for the admission of 31,690,327 New Ordinary Shares to the premium segment of the Official List and to trading on the Main Market of the London Stock Exchange ("Admission"). Admission is expected to occur at 8.00 a.m. on 6 May 2021 and the New Ordinary Shares will trade under the ticker IHR (ISIN: GB00BYXVMJ03).
Following the Placing, the Company's issued share capital will comprise 350,644,188 Ordinary Shares and this is the total number of Ordinary Shares with voting rights in the Company. This figure should 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 Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.
Commenting on today's announcement, Rupert Barclay, Chairman of Impact Healthcare REIT plc, said:
"On behalf of the Board and the Investment Manager, I would like to thank existing shareholders for their continuing support and welcome a number of new investors to the Company.
The net proceeds of this Placing will enable the Group to capitalise in short order on its pipeline of attractive, near-term opportunities, which are expected to deliver further value for our shareholders at the same time as maintaining a strong balance sheet. We look forward to updating shareholders as we execute on these attractive investment opportunities."
Terms used in this announcement shall, unless the context otherwise requires, bear the meanings given to them in the announcement published on 6 April 2021.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Impact Health Partners LLP
Winterflood Securities Limited
020 3100 0000
RBC Capital Markets
020 7653 4000
Maitland/AMO (Communications Adviser)
07747 113 930
The Company's LEI is: 213800AX3FHPMJL4IJ53.
A copy of this announcement will be available on the Company's website at https://www.impactreit.uk
Neither the content of the Company's website, nor the content on any website accessible from hyperlinks on its website for any other website, is incorporated into, or forms part of, this Announcement nor, unless previously published by means of a recognised information service, should any such content be relied upon in reaching a decision as to whether or not to acquire, continue to hold, or dispose of, securities in the Company.
This Announcement has been prepared by, and is the sole responsibility of the Directors of Impact Healthcare REIT plc and has been prepared solely in relation to the Placing and Admission described in this announcement.
Winterflood, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, and RBC, which is authorised by the Prudential Regulation Authority and authorised and regulated in the United Kingdom by the Financial Conduct Authority, are each acting exclusively for the Company and for no one else in relation to the matters described in this Announcement. Persons receiving this Announcement should note that neither Winterflood nor RBC will be responsible to anyone other than the Company for providing the protections afforded to its customers, or for advising any other person on the arrangements described in this Announcement.
Neither Winterflood nor RBC have authorised the contents of, or any part of, this Announcement and no liability whatsoever is accepted by either Winterflood or RBC for the accuracy of any information or opinions contained in this Announcement or for the omission of any information. No representation or warranty, express or implied, is made by either Winterflood or RBC as to the accuracy, completeness or verification of the information set out in this Announcement, and nothing contained in this Announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. Neither Winterflood nor RBC assume any responsibility for its accuracy, completeness or verification and accordingly disclaim, to the fullest extent permitted by applicable law, any and all liability whether arising in tort, contract or otherwise which it might otherwise be found to have in respect of this Announcement or any such statement.
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 securities mentioned herein 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 will not be offered, sold, exercised, resold, transferred or delivered, directly or indirectly, in or into the United States or to, or for the account or benefit of, any US person (as defined under Regulation S under the US Securities Act). The Company has not been, and will not be, registered under the U.S. Investment Company Act of 1940, as amended.
Neither this Announcement nor any copy of it may be: (i) taken or transmitted into or distributed in any member state of the European Economic Area (other than to the Netherlands and the Republic of Ireland and then only to professional investors in those member states), Canada, Australia, Japan or the Republic of South Africa or to any resident thereof, or (ii) taken or transmitted into or distributed in Japan or to any resident thereof. Any failure to comply with these restrictions may constitute a violation of the securities laws or 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 document comes should inform themselves about, and observe, any such restrictions.
This Announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any New Ordinary Shares (i) in any member state of the European Economic Area, Canada, Australia, Japan or the Republic of South Africa or any other jurisdiction in which such offer, invitation or solicitation is not authorised; (ii) in any jurisdiction in which the person making such offer, invitation or solicitation is not qualified to do so; or (iii) to any person to whom it is unlawful to make such offer, invitation or solicitation. The distribution of this Announcement may be restricted by law. Persons into whose possession this Announcement comes must therefore inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
All statements in this Announcement other than statements of historical fact are, or may be deemed to be, "forward-looking statements". In some cases, these forward-looking statements may be identified by the use of forward-looking terminology, including the terms "targets", "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. They appear in a number of places throughout the Announcement and include statements regarding the intentions, beliefs or current expectations of the Company and/or its directors concerning, among other things, the performance, results of operations, financial condition, liquidity, prospects and dividend policy of the Company. 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. The Company's actual performance, result of operations, financial condition, liquidity and dividend policy may differ materially from the impression created by the forward-looking statements contained in this Announcement. In addition, even if the performance, results of statements contained in this Announcement, those results or developments may not be indicative of results or developments in subsequent periods. Important factors that may cause these differences include, but are not limited to, changes in economic conditions generally; changes in interest rates and currency fluctuations; impairments in the value of the Company's assets; legislative/regulatory changes; changes in taxation regimes; the availability and cost of capital for future expenditure; the availability of suitable financing.