THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION WHICH THE SAME COULD BE UNLAWFUL.
This announcement does not constitute an offer to sell, or the solicitation of an offer to subscribe for, or to buy shares in any jurisdiction. This announcement is an advertisement and not a prospectus.
27 January 2021
Worldwide Healthcare Trust PLC
Publication of a circular
The Board of Worldwide Healthcare Trust PLC (the “Company”) has today published a circular (the "Circular") convening a general meeting in connection with the renewal and increase of the Board’s authority to issue ordinary shares in the capital of the Company (the "Shares") on a non-pre-emptive basis, both in respect of a general issuance authority and in respect of up to 20 million Shares to be issued pursuant to a placing programme (the "Placing Programme") expected to be launched by the Company in due course.
Since the Company’s annual general meeting held on Thursday, 9 July 2020 (the “2020 AGM”) the Shares have traded at an average premium to NAV per Share of 0.8 per cent., which is a result of ongoing demand for the Shares from investors. In order to satisfy this demand, the Company has issued over 5 million Shares at a premium to the prevailing NAV per Share at the time of issue, raising over £195 million of new capital. As a result, the Directors’ authority to allot and issue Shares on a non-pre-emptive basis granted by shareholders at the 2020 AGM has been substantially utilised.
Therefore, to enable the Company to continue to meet the excess demand for its Shares, the Board is proposing to renew the Board’s general authority to issue Shares on an ongoing basis.
Even if the Board’s general authority to issue Shares is renewed, the Company’s ability to issue Shares without publishing a prospectus will be limited. The Board believes that, if the current rate of issuance of Shares continues, the 20 per cent. threshold set by the Prospectus Regulation Rules will become relevant to the Company in the coming months. In that event, the Company will only be able to continue to issue Shares to manage the premium to NAV per Share at which the Shares trade if a prospectus is published.
Recommended proposals to authorise the Board to issue Shares on a non-pre-emptive basis, both generally and specifically, in connection with the Placing Programme
In the face of continuing demand noted above, and having regard to the benefits of enlarging the Company as set out below, the Directors have resolved to convene a general meeting on Friday, 12 February 2021 at 9.00 a.m. (the “General Meeting”) in order to seek Shareholder authority to issue further Shares on a non-pre-emptive basis both generally, with respect to a limited number of Shares, and specifically, for the purpose of the proposed Placing Programme.
The resolutions to be considered at the General Meeting (the “Resolutions”) are as follows: (i) renewing the Board’s authority to issue on a non-pre-emptive basis, up to 6,300,777 Shares, being 10 per cent. of the Company’s issued share capital as at the Latest Practicable Date or, if changed, such number of Shares as represents 10 per cent. of the issued share capital as at the conclusion of the General Meeting, such authority to have effect until the conclusion of the next Annual General Meeting of the Company (the “2021 AGM”) (the “General Authority”); and (ii) granting the Directors the specific authority to issue on a non-pre-emptive basis, up to 20 million Shares under the Placing Programme, such authority being in addition to the General Authority and to have effect for the duration of the Placing Programme (being the period commencing on the date on which the Prospectus is published and ending on the earlier of: (i) the date that is twelve months after the date of publication of the Prospectus; and (ii) 1 February 2023) (the “Specific Authority”, and together with the General Authority, the “Authorities”). The Directors intend to use the Authorities to satisfy continuing demand for the Shares. As with the Shares issued to date, the Shares will be issued at a premium to the prevailing NAV per Share.
Benefits of Granting the Authorities
The Directors believe that it is in the best interests of Shareholders that the Company continues to issue new Ordinary Shares for the following reasons:
it will enable the Company to maintain its share issuance programme and assist in managing the premium to NAV per Share at which the Shares may trade;
the size of the Company’s asset base may be increased, potentially spreading its fixed costs over a larger capital base, thereby reducing the ongoing charges ratio; and
it will make the Shares more accessible to a wider range of investors, which may lead to increased liquidity in the Shares in the secondary market.
The General Meeting to consider and, if thought fit, to approve the Resolutions will be held on Friday, 12 February 2021 at 9.00 a.m.
The Board continues to monitor the ongoing COVID-19 restrictions. As at the date of this announcement, significant restrictions are in place with regard to public gatherings and travel and the UK Government’s advice is to stay at home as much as possible and limit contact with other people. Given the unprecedented circumstances, the Board has decided to put in place contingency arrangements that mean the General Meeting will not follow its usual format. In so doing, the Board is relying on the provisions of the Corporate Insolvency and Governance Act 2020 (the “CIG Act”).
Only the statutory formal business (consisting of voting on the resolutions proposed in the Notice of General Meeting) required to meet the minimum legal requirements will be conducted at the General Meeting. The General Meeting will therefore proceed as follows:
the General Meeting will be held virtually via videoconference, there will therefore be no place of meeting;
there will be no presentation at the General Meeting;
as shareholders cannot attend the meeting in person, there will therefore be no opportunity to ask questions of the Board at the meeting (although there will be an opportunity to ask questions in advance of the meeting and further information in relation to this is given below);
the votes on the resolutions to be proposed at the General Meeting will be conducted on a poll, based on the proxy votes received; and
the results of the poll will be published immediately following the conclusion of the General Meeting by way of a stock exchange announcement and on the Company’s website (the “Website”), www.worldwidewh.com
Although this is an unusual approach, the Board considers that given the social distancing measures currently in force and in light of the latest published government guidance and the provisions of the CIG Act, proceeding with a "technical" General Meeting is in the best interests not only of the Company, but also of each of its individual Shareholders.
If a shareholder has a question relating to the business of the meeting or a question for the Board that you had been planning to ask at the General Meeting, it should be sent by email to Frostrow Capital LLP, the Company Secretary, at email@example.com. To the extent that it is appropriate to do so, the Board will respond individually by email to any questions received in advance of the General Meeting. All questions should be submitted by 9.00 am on Wednesday, 10 February 2021 to ensure that the Board is able to respond to them in advance of the General Meeting.
A copy of the Circular will shortly be submitted to the National Storage Mechanism and available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website www.worldwidewh.com
Terms used in this announcement shall, unless the context otherwise requires, bear the meanings given to them in the Circular.
Frostrow Capital LLP, Company Secretary
020 3008 4913
Winterflood Securities Limited
020 3100 0292
This announcement has been prepared for information purposes only. This announcement is not an offer to sell or a solicitation of any offer to buy the Shares in the Company in the United States, Australia, Canada, the Republic of South Africa or Japan, or any of their respective territories or possessions, or in any other jurisdiction where such offer or sale would be unlawful. No action has been taken by the Company or Winterflood Securities Limited (“Winterflood”) that would permit an offering of any Shares or possession or distribution of this announcement or any other offering or publicity material relating to such Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and Winterflood to inform themselves about, and to observe, such restrictions.
This communication is not for publication or distribution, directly or indirectly, in or into the United States of America. This communication is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered, sold, resold, transferred or delivered directly or indirectly in the United States, or to, or for the account or benefit of, U.S. Persons, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.
The Company has not been and will not be registered under the US Investment Company Act of 1940, as amended (the "Investment Company Act") and, as such, holders of the Shares will not be entitled to the benefits of the Investment Company Act. No offer, sale, resale, pledge, delivery, distribution or transfer of the Shares may be made except under circumstances that will not result in the Company being required to register as an investment company under the Investment Company Act.
This communication is only addressed to, and directed at, persons, in the United Kingdom, who are (a) both "qualified investors" within the meaning of the UK version of the EU Prospectus Regulation (2017/1129/EU) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018 and either: (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) who are high net worth entities falling within Article 49 of the Order; or (b) other persons to whom it may otherwise lawfully be communicated (all such persons under (a) and (b) together being referred to as "relevant persons"). Any investment or investment activity to which this announcement relates is available in the United Kingdom only to relevant persons.
This announcement may not be used in making any investment decision. This announcement does not contain sufficient information to support an investment decision and investors should ensure that they obtain all available relevant information before making any investment. This announcement does not constitute or form part of and may not be construed as an offer to sell, or an invitation to purchase or otherwise acquire, investments of any description, nor as a recommendation regarding the possible offering or the provision of investment advice by any party. No information in this announcement should be construed as providing financial, investment or other professional advice and each prospective investor should consult its own legal, business, tax and other advisers in evaluating the investment opportunity. No reliance may be placed for any purposes whatsoever on this announcement or its completeness.
The information and opinions contained in this announcement are provided as at the date of the announcement and are subject to change without notice and no representation or warranty, express or implied, is or will be made in relation to the accuracy or completeness of the information contained herein and no responsibility, obligation or liability or duty (whether direct or indirect, in contract, tort or otherwise) is or will be accepted by the Company, Frostrow Capital LLP, Winterflood or any of their affiliates or by any of their respective officers, employees or agents to update or revise publicly any of the statements contained herein. No reliance may be placed for any purpose whatsoever on the information or opinions contained in this announcement or on its completeness, accuracy or fairness. This announcement has not been approved by any competent regulatory or supervisory authority.
Potential investors should be aware that any investment in the Company is speculative, involves a high degree of risk, and could result in the loss of all or substantially all of their investment. Results can be positively or negatively affected by market conditions beyond the control of the Company or any other person. Any data on past performance contained herein is no indication as to future performance.
The information in this announcement may include forward-looking statements, which are based on the current expectations, intentions and projections about future events and trends or other matters that are not historical facts and in certain cases can be identified by the use of terms such as "may", "will", "should", "expect", "anticipate", "project", "estimate", "intend", "continue", "target", "believe" (or the negatives thereof) or other variations thereof or comparable terminology. These forward-looking statements, as well as those included in any related materials, are not guarantees of future performance and are subject to known and unknown risks, uncertainties, assumptions about the Company and other factors, including, among other things, the development of its business and industry trends. In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur and actual results may differ materially from those expressed or implied by such forward looking statements. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements.
Each of the Company, Frostrow Capital LLP, Winterflood and their affiliates and their respective officers, employees and agents expressly disclaim any and all liability which may be based on this announcement and any errors therein or omissions therefrom.
Winterflood is authorised and regulated in the United Kingdom by the Financial Conduct Authority. Winterflood is acting for the Company and no one else in connection with the Circular, and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Winterflood or for affording advice in relation to any transaction or arrangement referred to in this announcement. This announcement does not constitute any form of financial opinion or recommendation on the part of Winterflood or any of its affiliates and is not intended to be an offer, or the solicitation of any offer, to buy or sell any securities.