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.