TIDMWWH
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.
LEI: 5493003YBCY4W1IMJU04
13 July 2021
Worldwide Healthcare Trust PLC
Publication of Prospectus
Worldwide Healthcare Trust PLC (the "Company") has today published a prospectus
(the "Prospectus") relating to a placing programme of up to 20 million new
ordinary shares (the "New Ordinary Shares").
The New Ordinary Shares will be issued pursuant to the authorities granted by
the Company's shareholders at a general meeting of the Company held on 12
February 2021.
The Prospectus will shortly be available on the Company's website
(www.worldwidewh.com) and on the National Storage Mechanism via https://
data.fca.org.uk/#/nsm/nationalstoragemechanism.
Terms not otherwise defined in this announcement have the meanings given to
them in the Prospectus.
Enquiries:
Frostrow Capital LLP 020 3008 4913
Mark Pope
Winterflood Securities 020 3100 0000
Neil Morgan
Hande Derinkok
Winterflood Securities Limited ("Winterflood"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom, is acting
only for the Company in connection with the matters described in this
announcement and will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Winterflood or for advising
any such person in relation to the matters contained herein.
Neither Winterflood nor any of its 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.
Each of the Company, Frostrow Capital LLP ("Frostrow"), ObiMed Capital LLC ("
OrbiMed"), 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.
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 New Ordinary Shares 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.
This announcement is not an offer to sell or a solicitation of any offer to buy
New Ordinary Shares in the United States (including its territories and
possessions, any state of the United States and the District of Columbia
(collectively the "United States")), Australia, Canada, the Republic of South
Africa, Japan, or any Member State of the European Economic Area, 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 that would permit an offering of any shares in the capital of
the Company 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 New Ordinary Shares will not be entitled to the benefits of the
Investment Company Act. No offer, sale, resale, pledge, delivery, distribution
or transfer of the New Ordinary 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.
The merits or suitability of any securities must be independently determined by
the recipient on the basis of its own investigation and evaluation of the
Company. Any such determination should involve, among other things, an
assessment of the legal, tax, accounting, regulatory, financial, credit and
other related aspects of the securities.
This announcement may not be used in making any investment decision in
isolation. This announcement on its own 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,
OrbiMed, 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. The document has not been approved by
any competent regulatory or supervisory authority.
The value of the New Ordinary Shares and any income from them is not guaranteed
and can fall as well as rise due to stock market and currency movements. When
you sell your investment you may get back less than you originally invested.
Figures refer to past performance and past performance is not a reliable
indicator of future results. Returns may increase or decrease as a result of
currency fluctuations.
This announcement contains forward looking statements, including, without
limitation, statements including the words "believes", "estimates",
"anticipates", "expects", "intends", "may", "will" or "should" or, in each
case, their negative or other variations or comparable terminology. Such
forward looking statements involve unknown risks, uncertainties and other
factors which may cause the actual results, financial condition, performance or
achievements of the Company, or industry results, to be materially different
from any future results, performance or achievements expressed or implied by
such forward-looking statements.
Information to Distributors
Solely for the purposes of the product governance requirements contained
within: (a) the UK version of EU Directive 2014/65/EU on markets in financial
instruments, as it forms part of the laws of England and Wales by virtue of the
European Union (Withdrawal) Act 2018, as amended ("EUWA") and as amended by UK
legislation ("MiFID II"); (b) Articles 9 and 10 of the UK version of Commission
Delegated Directive (EU) 2017/593 supplementing MiFID II, as it forms part of
the laws of England and Wales by virtue of the EUWA and as amended by UK
legislation; and (c) local implementing measures (together, the "MiFID II
Product Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the MiFID II Product Governance Requirements) may otherwise
have with respect thereto, the New Ordinary Shares have been subject to a
product approval process, which has determined that the New Ordinary Shares
are: (i) compatible with an end target market of retail investors and investors
who meet the criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "Target Market
Assessment"). Notwithstanding the Target Market Assessment, distributors should
note that: the price of the New Ordinary Shares may decline and investors could
lose all or part of their investment; the New Ordinary Shares offer no
guaranteed income and no capital protection; and an investment in the New
Ordinary Shares is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources to be able to
bear any losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or regulatory
selling restrictions in relation to the Placing Programme.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of MiFID
II; or (b) a recommendation to any investor or group of investors to invest in,
or purchase, or take any other action whatsoever with respect to the New
Ordinary Shares.
Each distributor is responsible for undertaking its own Target Market
Assessment in respect of the Ordinary Shares and determining appropriate
distribution channels.
PRIIPS (as defined below)
ln accordance with the UK version of Regulation (EU) No 1286/2014 of the
European Parliament and of the Council of 26 November 2014 on key information
documents for packaged retail and insurance-based investment products as it
forms part of the laws of England and Wales by virtue of the EUWA and as
amended by UK legislation ("PRIIPs") and its implementing and delegated acts
(the "PRIIPs Regulation"), the Company has prepared a key information document
(the "KID") in respect of the New Ordinary Shares. The KID is made available to
"retail investors" prior to them making an investment decision in respect of
the New Ordinary Shares at https://www.worldwidewh.com/corporate-information/
key-information-document
If you are distributing New Ordinary Shares, it is your responsibility to
ensure that the KID is provided to any clients that are "retail clients".
The Company is the only manufacturer of the New Ordinary Shares for the
purposes of the PRIIPs Regulation and none of Winterflood, Frostrow or OrbiMed
are manufacturers for these purposes. None of Winterflood, Frostrow or OrbiMed
make any representations, express or implied, or accepts any responsibility
whatsoever for the contents of the KID prepared by the Company nor accepts any
responsibility to update the contents of the KID in accordance with the PRIIPs
Regulation, to undertake any review processes in relation thereto or to provide
the KID to future distributors of New Ordinary Shares. Each of Winterflood,
Frostrow or OrbiMed and their respective affiliates accordingly disclaim all
and any liability whether arising in tort or contract or otherwise which it or
they might have in respect of the KID prepared by the Company. Investors should
note that the procedure for calculating the risks, costs and potential returns
in the KID are prescribed by laws. The figures in the KID may not reflect
actual returns for the Company and anticipated performance returns cannot be
guaranteed.
END
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