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21 September 2017
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY MEMBER STATE OF THE EEA (OTHER THAN THE UNITED KINGDOM) OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL. PLEASE SEE THE SECTION ENTITLED "DISCLAIMER" TOWARDS THE END OF THIS ANNOUNCEMENT.
This announcement does not constitute, and may not be construed as, an offer to sell or an invitation to purchase, investments of any description, or a recommendation regarding the issue or the provision of investment advice by any party. No information set out in this announcement or referred to in other written or oral form is intended to form the basis of any contract of sale, investment decision or any decision to purchase shares in the Company.
THE SHARES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT. NO PUBLIC OFFERING OF THE SECURITIES DISCUSSED HEREIN IS BEING MADE IN THE UNITED STATES AND THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE UNITED STATES AND THE COMPANY DOES NOT CURRENTLY INTEND TO REGISTER ANY SECURITIES UNDER THE SECURITIES ACT. ADDITIONALLY, THE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER SECURITIES COMMISSION OR REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE PROPOSED FUNDRAISING. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
BB Healthcare Trust plc
Issue of Equity
BB Healthcare Trust plc (the "Company" or "BB Healthcare") is pleased to announce that it has successfully raised gross proceeds of £64.1 million pursuant to the placing, offer for subscription and intermediaries offer (the "Second Issue") of ordinary shares of £0.01 each (the "Ordinary Shares") as described in the updated prospectus published by the Company on 13 September 2017 (the "Prospectus"). The net proceeds of the Second Issue are expected to be approximately £63.2 million.
Applications have been received under the Second Issue for 57,224,047 Ordinary Shares which will be issued at a price of 112.1 pence per Ordinary Share. Of these, 47,871,904 Ordinary Shares were issued under the placing, 6,117,959 Ordinary Shares were issued under the offer for subscription and 3,234,184 Ordinary Shares were issued under the intermediaries offer. All applications were met in full.
Applications have been made for admission of the Ordinary Shares to the premium segment of the Official List of the UK Listing Authority and to trading on the premium segment of the London Stock Exchange plc's main market for listed securities ("Admission"). Admission is expected to occur at 8.00 a.m. on 25 September 2017.
Peel Hunt LLP is acting as sole sponsor, broker, placing agent and intermediaries offer adviser to the Company.
For further information please contact:
Bellevue Advisors Limited
Telephone: +44 (0) 20 3326 2980
Mobile: +44 (0) 755 704 8577
Peel Hunt LLP
Mark Thompson (Sales)
Kathy Boate (Intermediaries)
Maitland - Financial PR
Telephone: 0201 7379 5151
About Bellevue Asset Management AG
The Company, through Mirabella Financial Services LLP (acting as the AIFM), has appointed Bellevue Asset Management AG (the "Portfolio Manager" or "Bellevue") as the Company's portfolio manager pursuant to a delegated portfolio management agreement (the "Delegated Portfolio Management Agreement"). The Portfolio Manager is an asset management company incorporated in Switzerland, specialising in the healthcare sector, and part of the Bellevue Group.
The Portfolio Manager is an authorised asset manager subject to regulation by the Swiss Financial Market Supervisory Authority, FINMA. It is also the investment manager of BB Biotech AG, a Swiss investment company listed on the SIX Swiss Exchange, the Frankfurt Stock Exchange and the Stock Exchange in Milan, and is responsible for the management operations of Bellevue Funds (Lux) SICAV, as well as a number of other investment funds and mandates.
The Portfolio Manager has appointed Bellevue Advisors Limited, its UK subsidiary, to provide investment advisory services to it in relation to the Company and its portfolio.
This announcement does not constitute, and may not be construed as, an offer to sell or an invitation to purchase investments of any description, a recommendation regarding the issue or the provision of investment advice by any party. No information set out in this announcement is intended to form the basis of any contract of sale, investment decision or any decision to purchase shares in the Company.
The information contained in this announcement is given at the date of its publication (unless otherwise marked).
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated by the Financial Conduct Authority, is acting for the Company only 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 Peel Hunt or advice to any other person in relation to the matters contained herein. The content of this announcement has been prepared by and is the sole responsibility of the Company.
The shares of the Company have not been, and will not be, registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold into or within the United States absent registration, except pursuant to an applicable exemption from, or in a transaction that is not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any relevant state or other jurisdiction of the United States. Moreover, the shares of the Company have not been, nor will they be, registered under the applicable securities laws of Australia, Canada, the Republic of South Africa, Japan or any member state of the EEA (other than the United Kingdom). Further, the Company is not, and will not be, registered under the US Investment Company Act of 1940, as amended. The shares of the Company will be offered outside of the United States pursuant to the provisions of Regulation S of the Securities Act. Subject to certain exceptions, the shares of the Company may not be offered or sold in the United States, Australia, Canada, the Republic of South Africa, Japan or any member state of the EEA (other than the United Kingdom or to professional investors in certain EEA member states for which marketing passports have been obtained) or to, or for the account or benefit of, any national, resident or citizen of the United States, Australia, Canada, the Republic of South Africa, Japan or any member state of the EEA (other than the United Kingdom or to professional investors in certain EEA member states for which marketing passports have been obtained). The Share Issuance Programme (including the Second Issue), and 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.
The value of shares and the 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 may include 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. All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding the Company's financial position, strategy, plans, proposed acquisitions and objectives, are forward-looking statements.
Forward-looking statements are subject to risks and uncertainties and, accordingly, the Company's actual future financial results and operational performance may differ materially from the results and performance expressed in, or implied by, the statements. These factors include but are not limited to those described in the Prospectus. These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. The Company, the Portfolio Manager and Peel Hunt expressly disclaim 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 Services and Markets Act 2000, the Prospectus Rules of the Financial Conduct Authority, the EU Market Abuse Regulation or other applicable laws, regulations or rules.
This document is being made to and directed only at qualified investors within Article 10 (3), 10 (3bis) and (3ter) of the Swiss Federal Act on Collective Investment Schemes of 23 June 2006 (the "CISA") and independent asset managers as per Art. 3 (2)(c) CISA registered in Switzerland. BB Healthcare has not been and will not be registered with the Swiss Financial Market Supervisory Authority (FINMA).
The representative of BB Healthcare in Switzerland is CACEIS (Switzerland) SA, with its registered office at Route de Signy 35, 1260 Nyon, Switzerland (the "Representative"). The offering documents and annual or semi-annual reports can be obtained free of charge from the Representative. The place of performance for Shares of BB Healthcare (the "Shares") offered or distributed in or from Switzerland are the registered office of the Representative. The courts of the canton of Vaud shall have jurisdiction in relation to any disputes arising out of the duties of the Representative. Any dispute related to the distribution of Shares in and from Switzerland shall be subject to the jurisdiction of the registered office of the distributor. The paying agent in Switzerland is Caceis Bank, Paris, Nyon branch, Switzerland with its registered office at Route de Signy 35, 1260 Nyon, Switzerland (the "Paying Agent"). The Shares may be subscribed and/or redeemed with the Paying Agent.
The Portfolio Manager has not been authorized by FINMA for public offering in or from Switzerland. Accordingly, the investment and investment activity may not be offered to the public in or from Switzerland and neither this announcement nor any offering materials relating to the investment and investment activity may be distributed in connection with any such public offering. This announcement as well as any other material relating to the investment and investment activity does not constitute a prospectus within the meaning of Articles 652a and 1156 of the Swiss Code of Obligations.
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