Pre-Annual General Meeting Information • Oct 22, 2025
Pre-Annual General Meeting Information
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IT CONTAINS PROPOSALS RELATING TO POLAR CAPITAL GLOBAL HEALTHCARE TRUST PLC (THE "COMPANY") ON WHICH YOU ARE BEING ASKED TO VOTE. If you are in any doubt about the contents of this Circular or the action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other appropriately qualified financial adviser authorised under the Financial Services and Markets Act 2000 ("FSMA") if you are in the United Kingdom, or another appropriately authorised financial adviser if you are in a territory outside the United Kingdom.
If you have sold or otherwise transferred all your holding of Shares in the Company, please send this Circular, together with the accompanying Form of Proxy (but not the enclosed personalised Tender Form), as soon as possible, to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. However, neither this Circular nor any of the accompanying documents should be distributed, forwarded or transmitted in or into any of the Restricted Territories.
Panmure Liberum Limited ("Panmure Liberum"), which is authorised and regulated by the Financial Conduct Authority ("FCA") in the United Kingdom, is acting exclusively for the Company and no one else in connection with the Tender Offer and the contents of this Circular or any matter referred to herein, and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Panmure Liberum or for providing advice in relation to the Tender Offer and the contents of this Circular, or any matter referred to herein. Nothing in this paragraph shall serve to exclude or limit any responsibilities which Panmure Liberum may have under FSMA or the regulatory regime established thereunder.
Apart from the responsibilities and liabilities, if any, which may be imposed on Panmure Liberum by FSMA or the regulatory regime established thereunder, Panmure Liberum accepts no responsibility whatsoever for the contents of this Circular nor for any other statement made or purported to be made by it or on its behalf in connection with the Company or the Tender Offer. Panmure Liberum accordingly disclaims all and any liability whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise have in respect of this Circular or any such statement.
Panmure Liberum has given and not withdrawn its written consent to the references to its name in the form and context in which they are included in this Circular.
Polar Capital LLP has given and not withdrawn its written consent to the references to its name in the form and context in which they are included in this Circular.
Capitalised terms contained in this Circular shall have the meanings set out in pages 36 to 40 (Definitions) of this Circular, save where the context indicates otherwise.
Shareholders should read this entire Circular and, in particular, Part IV of this Circular headed "Risk Factors" beginning on page 29 when considering the Tender Offer.
(incorporated and registered in England and Wales under number 07251471 and registered as an investment company under Section 833 of the Companies Act 2006)
Proposed amendments to the Existing Articles to extend the Company's life indefinitely and provide for Subsequent Tender Offers
Authority for reissue of Tendered Shares out of Treasury
and
The Tender Offer described in this Circular is conditional on the passing of Resolution 1 at the General Meeting, to be held at the offices of Polar Capital LLP, 16 Palace Street, London SW1E 5JD at 9.00 a.m. on Thursday, 27 November 2025, as set out in the GM Notice (set out at the end of this Circular). Whether or not you propose to attend the General Meeting you are encouraged to complete and return the accompanying Form of Proxy. To be valid, the Form of Proxy must be completed and returned in accordance with the instructions printed thereon to the Registrar, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, as soon as possible and in any event not later than 9.00 a.m. on Tuesday, 25 November 2025.
Your attention is drawn to the section headed "Action to be Taken in Connection with the General Meeting" on page 14 of this Circular and the letter from the Chair of the Company, set out on pages 5 to 14 of this Circular, which includes a recommendation from the Board that you vote in favour of the Resolutions to be proposed at the General Meeting.
The Tender Offer relates to securities in a non-US company which is subject to the disclosure and procedural requirements of the United Kingdom, which differ from those of the US in certain material respects. This Circular has been prepared in accordance with UK style and practice, and Shareholders resident in the United States ("US Shareholders") should read this entire Circular. The financial information relating to the Company, which is available for review on the Company's website, has not been prepared in accordance with generally accepted accounting principles in the US and thus may not be comparable to financial information relating to US companies.
The Tender Offer is being made in the US in accordance with the requirements of Regulation 14E under the US Securities Exchange Act of 1934, as amended (the "Exchange Act") to the extent applicable and otherwise in accordance with the requirements of UK legislation. The Tender Offer is not subject to the requirements of Regulation 14D under the Exchange Act. Accordingly, the Tender Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments, that may be different from those applicable under US domestic tender offer procedures and law. US Shareholders should note that the Shares are not listed on a US securities exchange and the Company is not subject to the periodic reporting requirements of the Exchange Act and is not required to, and does not, file any reports with the US Securities and Exchange Commission thereunder. The Tender Offer will be made solely to Qualifying US Shareholders. Panmure Liberum Inc., an affiliate of Panmure Liberum, will act as US dealer manager with respect to the Tender Offer in the United States to the extent required. Company has not been, and will not be, registered in the United States as an investment company under the Investment Company Act.
It may be difficult for US Shareholders to enforce certain rights and claims arising in connection with the Tender Offer under US federal securities laws since the Company is located outside the US and all of its officers and directors reside outside the US. It may not be possible to sue a non-US company or its officers or directors in a non-US court for violations of US federal securities laws. It also may not be possible to compel a non-US company or its affiliates to subject themselves to a US court's judgment.
In accordance with normal UK market practice and pursuant to Rule 14e-5(b) of the Exchange Act, the Company, its nominees, its brokers (acting as agents) or any of their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, Shares outside the United States, other than pursuant to the Tender Offer, before or during the period in which the Tender Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices, or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the United Kingdom and, if required, will be reported to the Regulatory Information Service of the London Stock Exchange and will be available on the London Stock Exchange website at http://www.londonstockexchange.com/exchange/news.
This Circular does not address the US federal income tax considerations applicable to any investment in the Shares or any participation in the Tender Offer. US Shareholders should consult their own tax advisers regarding the US federal income tax consequences of any such investment or participation.
This Circular has not been approved, disapproved or otherwise recommended by the US Securities and Exchange Commission or any US state securities commission and such authorities have not confirmed the accuracy or determined the adequacy of this Circular. Any representation to the contrary is a criminal offence in the US.
The Tender Offer will close at 1.00 p.m. on Tuesday, 25 November 2025 and will only be available to Shareholders on the Register at close of business on the Tender Offer Record Date of Tuesday, 25 November 2025.
The Tender Offer is not being made to Restricted Shareholders. In particular, the Tender Offer is not being made, directly or indirectly, in or into Australia, Canada, Japan, South Africa or any other Restricted Territory, and the Tender Offer cannot be accepted from within Australia, Canada, Japan, South Africa or any other Restricted Territory.
Enclosed with this Circular is a Tender Form for use by Shareholders holding Shares in certificated form. Shareholders holding Shares in certificated form who wish to tender Shares for purchase in the Tender Offer should ensure that their completed Tender Forms are returned to the Company's Receiving Agent, by post in the accompanying reply-paid envelope (for use in the UK only) to Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, so as to arrive by no later than 1.00 p.m. on Tuesday, 25 November 2025. Shareholders who hold their Shares in certificated form should also return their Share certificate(s) and/or other documents of title in respect of the Shares tendered.
Shareholders who hold Shares in uncertificated form (that is, in CREST) and who wish to tender Shares for purchase in the Tender Offer should not return a Tender Form but should transmit the appropriate TTE Instruction in CREST as set out in Part III of this Circular as soon as possible but in any event so as to be received by no later than 1.00 p.m. on Tuesday, 25 November 2025, and arrange for the Shares tendered to be transferred into escrow as described in Part III of this Circular.
If you do not wish to tender any of your Shares, do not complete a Tender Form or submit a TTE Instruction.
| EXPECTED TIMETABLE OF EVENTS | 4 | |
|---|---|---|
| PART I | LETTER FROM THE CHAIR | 5 |
| 1. INTRODUCTION AND BACKGROUND |
5 | |
| 2. THE TENDER OFFER |
6 | |
| 3. EXTENSION OF THE COMPANY'S LIFE AND OTHER AMENDMENTS TO THE EXISTING ARTICLES |
8 | |
| 4. CHANGES TO THE EXISTING INVESTMENT MANAGEMENT AGREEMENT |
10 | |
| 5. AMENDMENTS TO THE INVESTMENT POLICY |
10 | |
| 6. LIQUIDITY MANAGEMENT |
11 | |
| 7. GEARING |
11 | |
| 8. BENEFITS OF THE PROPOSALS |
11 | |
| 9. THE COMPANY'S PERFORMANCE AND PROSPECTS |
12 | |
| 10. MINIMUM CONTINUATION CONDITION | 12 | |
| 11. EXPENSES OF THE PROPOSALS | 13 | |
| 12. RISK FACTORS | 13 | |
| 13. RESTRICTED SHAREHOLDERS AND OTHER OVERSEAS SHAREHOLDERS | 13 | |
| 14. GENERAL MEETING | 13 | |
| 15. ACTION TO BE TAKEN IN CONNECTION WITH THE GENERAL MEETING | 14 | |
| 16. RECOMMENDATION | 14 | |
| PART II | LETTER FROM PANMURE LIBERUM | 15 |
| PART III TERMS AND CONDITIONS OF THE TENDER OFFER | 18 | |
| PART IV RISK FACTORS | 29 | |
| PART V | UK TAXATION | 31 |
| PART VI ADDITIONAL INFORMATION | 33 | |
| DEFINITIONS | 36 | |
| NOTICE OF GENERAL MEETING | 41 |
| Latest time and date for receipt of Forms of Proxy for the General Meeting |
9.00 a.m. on 25 November 2025 |
|---|---|
| General Meeting | 9.00 a.m. on 27 November 2025 |
| Announcement of results of the General Meeting | 27 November 2025 |
| TENDER OFFER | |
| Latest time and date for receipt of Tender Forms and TTE Instructions in CREST for the Tender Offer |
1.00 p.m. on 25 November 2025 |
| Tender Offer Record Date to participate in the Tender Offer | 6.00 p.m. on 25 November 2025 |
| Announcement of Tender Offer elections | 26 November 2025 |
| Calculation Date | Close of business on 27 November 2025 |
| Announcement of final results of the Tender Offer and the Tender Price |
1 December 2025 |
| Repurchase of Shares pursuant to the Tender Offer | 2 December 2025 |
| CREST accounts credited in respect of Tender Offer proceeds for uncertificated Ordinary Shares |
by 5 December 2025 |
| Cheques despatched in respect of Tender Offer proceeds for certificated Ordinary Shares |
by 12 December 2025 |
| Despatch of balancing share certificates (in respect of certificated Shares) for revised, certificated holdings |
by 12 December 2025 |
The above times and dates are subject to the passing of the Resolutions at the General Meeting and the satisfaction or waiver of the Minimum Continuation Condition.
Each of the times and dates in the expected timetable above may be extended or brought forward without further notice. If any of the above times and/or dates change, the revised time(s) and/or date(s) will be notified to Shareholders by an RIS announcement. All references are to London time unless otherwise stated.
(incorporated and registered in England and Wales under number 07251471 and registered as an investment company under Section 833 of the Companies Act 2006)
Directors: Registered Office:
Lisa Arnold (Chair) 16 Palace Street Caroline Gulliver London Stacey Parrinder-Johnson SW1E 5JD Neal Ransome United Kingdom Jeremy Whitley
22 October 2025
Dear Shareholders
Proposed amendments to the Existing Articles to extend the Company's life indefinitely and provide for Subsequent Tender Offers Authority for reissue of Tendered Shares out of Treasury
and
Further to the announcement made by the Company on 12 September 2025, the Board is now pleased to set out its detailed Proposals for the future of the Company. The purpose of this Circular is to explain the rationale of and seek the required Shareholder approvals to implement the following proposals (the "Proposals"):
The implementation of the Proposals described in this Circular is subject to Shareholder approval and the satisfaction or waiver of the Minimum Continuation Condition, further details of which are set out at paragraph 10 of this Part I of this Circular.
This Circular sets out details of, and seeks your approval for, the Proposals and explains why the Board is recommending that you vote in favour of the Resolutions to be proposed at the General Meeting ("GM") to be held at 9.00 a.m. on 27 November 2025. The GM Notice is set out at the end of this Circular.
Monthly factsheets, including the Manager commentary, along with copies of the annual report of the Company for the year ended 30 September 2024 and the half-year report for the six months ended 31 March 2025, which give a fair and balanced review of the Company's performance and the outlook for both the healthcare sector and the Company from the Board and the Investment Manager, are available on the Company's website at www.polarcapitalglobalhealthcaretrust.co.uk.
The Company was incorporated as Polar Capital Global Healthcare Growth and Income Trust plc on 12 May 2010 and commenced trading on 15 June 2010. On 20 June 2017 the Company was reconstructed and its name was changed to Polar Capital Global Healthcare Trust plc.
The Company is approved as an investment trust for the purposes of section 1158 of the UK Corporation Tax Act 2010 (as amended).
Following the 2017 reconstruction, in the absence of any prior alternative proposals having been approved by Shareholders, the Existing Articles require the Directors to propose a resolution to place the Company into members' voluntary liquidation at the first annual general meeting to be held after 1 March 2025. The Existing Articles provide that should such a liquidation resolution be proposed to the annual general meeting and a single vote be cast in favour, the resolution will pass and the Company would be placed into liquidation.
Following consultation with major Shareholders and the Company's advisers, the Board has decided to put the Proposals to Shareholders, the approval of which would result in a liquidation resolution not being required and regular tender offers being made by the Company at five-yearly intervals instead. The Proposals will commence with the Tender Offer set out in this Circular.
Under the terms of the Tender Offer, which is being made by Panmure Liberum as principal, Qualifying Shareholders will be entitled to tender some or all of their Shares, at the Tender Offer Record Date, for purchase by Panmure Liberum at the Tender Price. The Tender Price will be equal to the NAV per Share as at the Calculation Date (before deducting, for the avoidance of doubt, any expenses relating to the implementation of the Proposals) less the Tender Offer Expenses per Share. Following such purchase, the Company will, in turn, in accordance with the terms of the Repurchase Agreement, purchase from Panmure Liberum all Shares which Panmure Liberum has purchased under the Tender Offer. For further details on the expenses of the Tender Offer, please see paragraph 11 of Part I of this Circular.
Shareholders are not required to tender any Shares. If you wish to participate in the Tender Offer, you should complete and return your Tender Form or submit a TTE Instruction. Shareholders who do not wish to participate in the Tender Offer need take no action, but are encouraged to complete and return a Form of Proxy. If you do not wish to tender any Shares do not complete or sign the Tender Form.
The Tender Offer is subject to the terms of the Repurchase Agreement and may be suspended or terminated in certain circumstances as set out in paragraph 7 of Part III of this Circular, including if the Minimum Continuation Condition is not satisfied or waived. The Tender Offer is also subject to certain other conditions as set out in paragraph 2 of Part III of this Circular.
Shareholders' attention is drawn to the letter from Panmure Liberum set out in Part II of this Circular and to the Terms and Conditions of the Tender Offer set out in Part III of this Circular which, together with the Tender Form, constitute the terms and conditions of the Tender Offer. Details of how Qualifying Shareholders may tender Shares can be found in paragraph 3 of Part III of this Circular.
The Company is proposing the Tender Offer to be made for up to 100 per cent. of the Shares in issue on the Tender Offer Record Date (excluding Shares held in Treasury) at the Tender Price. The Tender Offer provides a well-understood mechanism to allow those Shareholders who no longer wish to remain invested in the Company with the opportunity to realise their investment, in whole or in part, at the Tender Price (a price close to NAV per Share) by providing an exit mechanism and provides Shareholders who wish to do so with the option to continue their investment in the Company and to benefit from the healthcare sector expertise of Polar Capital LLP as the Investment Manager.
The Tender Offer is conditional on the Minimum Continuation Condition being satisfied (unless waived by the Company in its absolute discretion). The Tender Price will be determined as at the Calculation Date, which is expected to be close of business on 27 November 2025. For illustrative purposes only, as at 20 October 2025 (being the latest practicable date before publication of this Circular), the Tender Price would have been 381.43 pence (rounded to two decimal places, with the third decimal place rounded downwards). The foregoing illustrative Tender Price assumes that the maximum Tender Offer Expenses per Share (which will be capped at 1 per cent. of the NAV per Share as at the Calculation Date) have been applied and the Tender Offer therefore represents 99 per cent. of the NAV per Share as at 20 October 2025.
As at the close of business on 20 October 2025 (being the latest practicable date before the publication of this Circular), the mid-market price of the Shares on the London Stock Exchange was 376.00 pence and the most recently announced NAV per Share was 385.29 pence (rounded to two decimal places, with the third decimal place rounded downwards). Accordingly, the Tender Price would have represented a premium of 1.44 per cent. to the mid-market price on such date.
Qualifying Shareholders on the Register on the Tender Offer Record Date may tender some or all of their Shares for purchase by Panmure Liberum. Subject to satisfaction or waiver of the Minimum Continuation Condition, all Tendered Shares will be purchased by Panmure Liberum at the Tender Price. The Company will then, in turn, acquire the Tendered Shares from Panmure Liberum at the Tender Price, in accordance with the terms of the Repurchase Agreement (further details of which are set out in paragraph 4 of Part VI of this Circular), and the relevant Tendered Shares will be placed in Treasury for reissue into the market. The reissue of Tendered Shares from Treasury may be at a price below the NAV per Share pursuant to Resolution 3 (limited to the total number of Tendered Shares) but must be at a price per Share in excess of the Tender Price.
All transactions will be carried out on the London Stock Exchange and will be on-market acquisitions in accordance with the Companies Act. The key points of the Tender Offer are as follows:
The Tender Offer is conditional upon the terms of the Repurchase Agreement and may be suspended or terminated in certain circumstances as set out in paragraph 7 of Part III of this Circular, including if the Minimum Continuation Condition is not satisfied or waived. The Tender Offer is also subject to certain conditions as set out in paragraph 2 of Part III of this Circular.
Shareholders can choose to:
Qualifying Shareholders will be entitled to have up to 100 per cent. of their respective holdings as at the Tender Offer Record Date purchased under the Tender Offer. Shareholders should note that the holdings of those Shareholders who do not participate in the Tender Offer will increase as a percentage of the total Shares remaining in issue following completion of the Tender Offer.
The Tender Offer is not conditional on the Shares trading at a discount or a premium to the NAV per Share as at any time prior to the point at which Shareholders tender their Shares or the point when the Tender Offer becomes unconditional (i.e. the mid-market share price per Share being less or more than the NAV per Share). Therefore, to the extent that the Shares are trading at a premium to the NAV per Share at any time prior to the point at which Shareholders tender their Shares or the point when the Tender Offer becomes unconditional, Shareholders who tender Shares may receive less for their Shares than they could otherwise be able to realise in the market.
Shareholders' attention is drawn to Part II and Part III of this Circular which, together with the Tender Form, constitute the terms and conditions of the Tender Offer. Details of how Qualifying Shareholders will be able to tender Shares can be found in Part III of this Circular.
Shareholders should note that, once tendered, Shares may not be sold, transferred, charged or otherwise disposed of other than in accordance with the Tender Offer.
The attention of Shareholders is drawn to Part V of this Circular which sets out a guide to certain UK tax consequences of the Tender Offer for Shareholders under current UK law and HMRC practice.
Shareholders who are in any doubt as to the potential tax consequences of tendering their Shares under the Tender Offer or who are subject to tax in a jurisdiction other than the UK should consult an appropriate independent professional adviser before tendering their Shares under the Tender Offer.
In particular, US Shareholders should consult their own tax advisers regarding the US federal income tax consequences of any investment in the Shares or any participation in the Tender Offer.
Subject to obtaining Shareholder approval and completion of the Tender Offer, the Company proposes to adopt the New Articles in place of the Existing Articles.
The Board is proposing to remove the provision in the Existing Articles which requires the Directors to propose a special resolution for the voluntary winding up of the Company and the appointment of a liquidator at the first annual general meeting of the Company to be held after 1 March 2025. If Resolution 2 is approved and becomes unconditional and the Tender Offer is completed, the Company will have an indefinite life.
If the Company's life is extended through the adoption of the New Articles, Polar Capital LLP will continue to act as the Company's investment manager on substantially similar terms, subject to the introduction of a new management fee structure. Please see paragraph 4 of this Part I of this Circular for further details on the proposed changes to the Existing Investment Management Agreement.
The New Articles provide for Subsequent Tender Offers to be made at five-yearly intervals, the first of which shall be proposed on or before 31 March 2031. The Subsequent Tender Offers will be on terms and conditions at the absolute discretion of the Board and will be subject to Shareholder approval (which is provided for by way of enhanced voting provisions ensuring that any vote in favour of the resolution causes it to pass).
The requirement for the Directors to propose, and the Company's ability to implement, a Subsequent Tender Offer are subject to:
It is expected that Subsequent Tender Offers will attract continuation conditions of a similar nature to the Minimum Continuation Condition of the Tender Offer (at the absolute discretion of the Board). As a result, there is no guarantee that any Subsequent Tender Offer in the future will take place or be implemented. In the event that a Subsequent Tender Offer cannot be offered or implemented in accordance with the New Articles, the Board may propose either: a Subsequent Tender Offer limited to an amount equal to the level of distributable profits available; or a special resolution for the voluntary winding up of the Company and the appointment of a liquidator. In each case, such alternative Subsequent Tender Offer or resolution to wind up the Company and appoint a liquidator shall be subject to enhanced voting provisions ensuring that any vote in favour of the resolution causes it to pass.
Each Subsequent Tender Offer is without prejudice to the Company's ability to repurchase Shares in issue pursuant to any authority granted by Shareholders at a general meeting of the Company.
In addition to the changes set out above relating to the Company's extended life and Subsequent Tender Offers, the Board considers it prudent to take the opportunity to make certain ancillary amendments to the Existing Articles in order to update them for the latest market practice. As such the New Articles contain the following amendments:
These amendments require Shareholder approval at the General Meeting and will be effected by substituting the Existing Articles with the New Articles.
Shareholders may review the New Articles, which are available for inspection on the Company's website at www.polarcapitalglobalhealthcaretrust.co.uk and at the registered office of the Company during normal business hours on each Business Day from the date of this Circular until the date of the General Meeting.
If the Minimum Continuation Condition is not satisfied or waived, Shareholder approval is not obtained or the Tender Offer is not completed, the Proposals will not proceed and the Company will propose a special resolution for the voluntary winding up of the Company and the appointment of a liquidator at the next annual general meeting in accordance with the current
The Board has reviewed the Company's management fee arrangements to ensure that the Company continues to provide value for Shareholders and remains competitive, whilst also reflecting the quality and experience of the Investment Manager's specialist healthcare team and the business infrastructure that supports them. Following this review:
The amendments to the Existing Investment Management Agreement are subject to the passing of Resolutions 1 and 2 and completion of the Tender Offer.
The revised fee terms are not considered to be a "relevant related party transaction" for the purposes of the UK Listing Rules.
The following table provides a worked example of the proposed new management fee calculation when compared to the current calculation, using the NAV as of 30 September 2025 and a 5 per cent. discount applied to NAV to illustrate the market capitalisation element of the calculation.
| Assets for fee calculation |
|||||
|---|---|---|---|---|---|
| (the lower of | Tier 1 Fees: | Tier 2 Fees: | Total Fee | ||
| Market | NAV and | £0 to £500m | over £500m | for the | |
| NAV | Cap | market cap) | (per annum) | (per annum) | year |
| (£) | (£) | (£) | (£) (0.70%) | (£) (0.65%) | (£) |
| 448,121,923 | 425,715,827 | 425,715,827 | 2,980,011 | – | 2,980,011 |
The following is a worked example showing the current management fee arrangement, which utilises a fixed rate of 0.75 per cent. based on the lower of market capitalisation and NAV.
| Assets for fee |
||||
|---|---|---|---|---|
| calculation | ||||
| (the lower of | ||||
| Market | NAV and | Total fee | ||
| NAV | cap | market cap) | Fee rate | for the year |
| (£) | (£) | (£) | % | (£) |
| 448,121,923 | 425,715,827 | 425,715,827 | 0.75% | 3,192,869 |
If the Proposals are approved by Shareholders, the overall investment strategy of the Company will remain unchanged and the Company will continue to aim to deliver long term capital growth to Shareholders from a portfolio of global healthcare stocks, diversified by geography, industry subsector, investment size, with a multi-capitalisation approach.
However, in connection with the Proposals and following completion of the Tender Offer, the Board intends to make the following non-material amendments to the Investment Policy:
A strike through comparison of the Investment Policy as amended is set out in paragraph 5 of Part VI of this Circular.
The Board continues to believe in the Investment Manager's strategy and investment approach, and remains optimistic about the outlook for the global healthcare sector. Consequently, Shares bought back in the Tender Offer process and any subsequent Shares bought back by the Company will be placed into Treasury for future reissue into the market should such opportunities arise.
The Board believes that the Subsequent Tender Offers should assist in limiting the discount at which the Company's Shares might trade going forward. Notwithstanding the Subsequent Tender Offers, the Board recognises the importance of monitoring market trading and actively managing any Share price discount to NAV through the use of the Company's ongoing Share buyback authority (as and when granted by Shareholders at each annual general meeting). The Board intends to actively utilise buybacks to manage discount volatility and ensure, to the extent possible, that the discount remains at an appropriately narrow level.
The Board proposes to retain the existing policy of limiting gearing to a maximum of 15 per cent. of the Company's NAV (at the time of facility inception). The Board believes that the ability to utilise gearing actively, with the potential to enhance future returns, is a key attraction of the investment trust structure and is intending to put in place gearing of approximately 10 per cent. of NAV (at the time of facility inception) where market conditions are favourable.
The Proposals are intended to offer the following benefits to Shareholders:
In light of the above, the Board considers that implementing the Proposals is in the best interests of the Company and the Shareholders as a whole.
| 2025 YTD | 1 year | 3 year | 5 year | PCGH since 31/07/2019 |
|
|---|---|---|---|---|---|
| Absolute Returns | -0.02% | -5.86% | 12.77% | 42.25% | 56.21% |
| Benchmark Returns | -2.89% | -7.90% | 2.63% | 24.20% | 42.52% |
Source: Polar Capital. The data above highlights performance since James Douglas and Gareth Powell took over the investment mandate on 1 August 2019.
The Company will continue to operate as an investment trust with an independent board of directors and a third-party investment manager, Polar Capital LLP. The overall investment strategy will remain broadly unchanged, and the Company will continue to seek to achieve its objective by investing primarily in a global portfolio of listed or quoted securities issued by companies in the healthcare sector operating in its various subsectors. The Company's diversification strategy, coupled with its focus on large capitalisation healthcare companies with robust, medium-term growth outlooks, helps drive the positive risk/return profile of the underlying assets, relative to the more volatile areas of healthcare. Further, the broad investment remit affords the opportunity to invest in growth areas regardless of the economic, political and regulatory environment. Importantly, the Company can also invest in earlier-stage, more innovative and disruptive companies that tend to be lower down the market capitalisation and liquidity scales.
The Company's Investment Manager has been encouraged by the strong, underlying fundamentals of the healthcare industry, a view underpinned by high levels of innovation, not just in respect of novel therapies but also new devices that are opening up new markets with large addressable markets. At the same time, the demand for healthcare products and services remains robust, a backdrop that should support sustainable revenue and profit growth across a range of sub-sectors including healthcare distribution, healthcare equipment and healthcare facilities. Other longer-term growth drivers include industry consolidation, accelerating demand in emerging markets, preventative healthcare and the adoption of artificial intelligence and machine learning technologies to drive much-needed efficiencies and better patient outcomes. With the healthcare sector currently very much out-of-favour, and sitting on heavily discounted valuations, the ingredients for a period of attractive absolute and relative performance appear to be in place.
The Directors are mindful of the need for the Company to be of a sufficient size following completion of the Tender Offer, both for liquidity purposes and also to ensure that the ongoing expenses of the Company are not a disproportionate burden on the remaining Shareholders.
The Board believes that, in the current climate, a minimum NAV of approximately £270 million will be necessary for the Company to remain viable following the Tender Offer.
The Directors have therefore resolved that completion of the Tender Offer should be conditional on the Company not being required to purchase, pursuant to the Tender Offer, Shares representing more than 40 per cent. of the Company's issued Share capital as at the date of this Circular (excluding Shares held in Treasury) (the "Minimum Continuation Condition"), provided that the Company may in its absolute discretion decide to waive the Minimum Continuation Condition. In reaching any decision to waive the Minimum Continuation Condition, the Board will act in what it considers to be in the best interests of Shareholders as a whole and have regard to the amount by which the Minimum Continuation Condition has not been satisfied.
Shareholders should note that the percentage at which the Minimum Continuation Condition has been set does not reflect the Board's expectation as to the outcome of the Tender Offer and merely represents an approximate minimum size for financial viability.
The actual resulting size of the Company following completion of the Tender Offer, if successfully implemented, will be a product of: (i) the number of Shares in issue (excluding Shares held in Treasury); multiplied by (ii) the NAV per Share, in each case as at such date of completion.
Accordingly, if the Minimum Continuation Condition would not be satisfied immediately following the completion of the Tender Offer and is not waived, the Tender Offer will not proceed and the Board will subsequently put forward proposals for the liquidation of the Company.
If the Tender Offer is terminated, the Company will make an announcement through a RIS that such is the case and the Tender Offer shall cease and determine absolutely, without any liability on the part of the Company or Panmure Liberum. Equiniti Limited, in its capacity as receiving agent will arrange for uncertificated accounts to be credited with any unsuccessfully tendered Shares within 2 Business Days and return Share certificates representing unsuccessfully tendered Shares to certificated Shareholders within 10 Business Days.
The costs relating to the implementation of the Proposals are not expected to exceed £1,410,000 (including any irrecoverable VAT but excluding Stamp Duty Costs and Portfolio Disposal Costs) and will be borne pro rata by all Shareholders (the "Implementation Costs"). The Stamp Duty Costs and the Portfolio Disposal Costs will vary depending on the extent of participation in the Tender Offer and will be borne pro rata by only the Shareholders participating in the Tender Offer.
However, to the extent the total costs per Share allocated to Shareholders participating in the Tender Offer exceed 1 per cent. of the NAV per Share as at the Calculation Date (where such NAV per Share excludes deductions made for costs), the costs so allocated will be capped such that Shareholders participating in the Tender Offer bear costs per Share equal to no more than 1 per cent. of such NAV per Share as at the Calculation Date, with the excess being borne pro rata by Shareholders not participating in the Tender Offer.
Shareholders' attention is also drawn to Part IV of this Circular, which sets out certain risks relating to the proposed New Articles and Tender Offer which Shareholders should be aware of in considering the Proposals and the actions they should take.
The Tender Offer is not being made to Shareholders who are resident in, or citizens of, Restricted Territories. In particular, Restricted Shareholders are being excluded from the Tender Offer in order to ensure compliance with applicable local laws relating to the implementation of the Tender Offer. Accordingly, copies of this Circular, or any accompanying documents, are not being and must not be mailed or otherwise distributed in or into Restricted Territories. For more information, please refer to paragraph 9 of Part III of this Circular below.
It is the responsibility of all Overseas Shareholders to satisfy themselves as to the observance of any legal requirements in their jurisdiction, including, without limitation, any relevant requirements in relation to the ability of such holders to participate in the Tender Offer.
The Tender Offer and the adoption of the New Articles are subject to Shareholder approval which will be sought at the GM to be held at 9.00 a.m. on Thursday, 27 November 2025 at the offices of Polar Capital LLP, 16 Palace Street, London SW1E 5JD. The GM Notice convening the GM is set out at the end of this Circular and includes the full text of the Resolutions.
The Resolutions to be tabled at the GM are being proposed as special resolutions. In order to become effective, the Resolutions must be approved by a majority of not less than seventy-five per cent. of the votes cast by Shareholders present in person or by proxy at the General Meeting.
Resolution 1 is conditional on the passing of Resolution 2 but is not conditional on the passing of Resolution 3. Each of Resolution 2 and Resolution 3 is conditional on both the passing of Resolution 1 and the completion of the Tender Offer.
You will find enclosed with this Circular a Form of Proxy for use at the GM.
Whether or not you intend to be present at the GM, you are encouraged to complete the Form of Proxy in accordance with the instructions printed thereon and to return the Form of Proxy to the Company's Registrar, Equiniti Limited, by post at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, so as to arrive by no later than 9.00 a.m. on Tuesday, 25 November 2025.
Completion and return of the Form of Proxy will not preclude you from attending the General Meeting and voting in person if you wish to do so.
Shareholders who are in any doubt as to the contents of this Circular or as to the action to be taken should immediately consult their stockbroker, bank manager, solicitor, accountant or other appropriately qualified financial adviser authorised under FSMA if they are in the United Kingdom, or another appropriately authorised financial adviser if they are in a territory outside the United Kingdom.
In the opinion of the Board, undertaking the Tender Offer, adopting the New Articles and passing the Resolutions are in the best interests of Shareholders as a whole.
Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolutions to be proposed at the GM, as the Directors intend to do in respect of their own holdings of 74,823 Shares, representing approximately 0.1 per cent. of the total number of issued Shares.
The extent to which Shareholders participate in the Tender Offer is a matter for each Shareholder to decide and will be influenced by their own individual financial and tax circumstances and investment objectives. Shareholders should seek advice from their own qualified financial adviser.
No Director will be tendering any of their Shares under the Tender Offer.
Yours faithfully,
Lisa Arnold
Chair
Panmure Liberum Limited Ropemaker Place Level 12 25 Ropemaker Street London EC2Y 9LY
22 October 2025
Dear Sir or Madam
As explained in the Chair's letter in Part I of this Circular, Qualifying Shareholders are being given the opportunity to tender some or all of their Shares for purchase pursuant to the Tender Offer on the basis set out below and in Part III of this Circular. The purpose of this letter is to summarise the principal terms and conditions of the Tender Offer.
Panmure Liberum hereby invites Qualifying Shareholders on the Register at the Tender Offer Record Date to tender all or any number of the Shares held by them for purchase by Panmure Liberum, as principal, for cash at the Tender Price. The Tender Price will be equal to the NAV per Share as at the Calculation Date less the Tender Offer Expenses per Share.
Each Qualifying Shareholder will be entitled to have accepted pursuant to the Tender Offer valid tenders to Panmure Liberum in respect of up to 100 per cent. of the Shares registered in their name on the Register at the close of business on the Tender Offer Record Date.
The Tender Offer is conditional, inter alia, on the satisfaction or waiver of the Minimum Continuation Condition and Resolution 1 being passed at the General Meeting and is being made on the terms and subject to the conditions set out in Part III of this Circular and also, in the case of Shareholders holding their Shares in certificated form, in the Tender Form, the terms of which are deemed to be incorporated in this Circular and form part of the Tender Offer.
Shareholders should note that under no circumstances will Panmure Liberum be liable to pay the Tender Price to Tendering Shareholders unless and until the Company's obligation to repurchase the relevant Shares from Panmure Liberum pursuant to the Repurchase Agreement has become unconditional.
Panmure Liberum is acting for the Company and no one else in connection with the Tender Offer and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Panmure Liberum nor for providing advice in relation to the Tender Offer. Panmure Liberum has given and not withdrawn its written consent to the inclusion of references to its name in the form and context in which they are included in this Circular.
The extent to which Shareholders participate in the Tender Offer is a matter for each Shareholder to decide and will be influenced by their own individual financial and tax circumstances and investment objectives. Shareholders should seek advice from their own financial adviser. Shareholders who do not wish to participate in the Tender Offer need take no action, but are encouraged to complete and return a Form of Proxy.
The Tender Offer is not conditional on the Shares trading at a discount or a premium to the NAV per Share as at any time prior to the point at which Shareholders tender their Shares (i.e. the mid-market share price per Share being less or more than the NAV per Share). Therefore, in the event that the Shares are trading at a premium to the NAV per Share as at any time prior to the point at which Shareholders tender their Shares (i.e. the mid-market share price per Share is higher than the NAV per Share), Shareholders who tender Shares may receive less than they could otherwise be able to realise in the market.
The rights of Shareholders who choose not to tender any of their Shares will be unaffected by the Tender Offer.
Qualifying Shareholders who hold their Shares in certificated form and who wish to tender Shares should complete the Tender Form in accordance with the instructions set out in it and in sub-paragraph 3.2.1 of Part III of this Circular and return the completed and signed Tender Form to the Receiving Agent, by post in the accompanying reply-paid envelope (for use in the UK only) to Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA so as to arrive by no later than 1.00 p.m. on 25 November 2025. Such Shareholders should also return with their Tender Form the Share certificate(s) and/or other documents of title in respect of their Shares tendered which are in certificated form.
Qualifying Shareholders who hold their Shares in uncertificated form (i.e. in CREST) and who wish to tender Shares should not complete a Tender Form but should instead arrange for their Shares to be transferred to escrow by sending a TTE Instruction in respect of such Shares, as described in sub-paragraph 3.2.2 of Part III of this Circular, as soon as possible and in any event so as to settle by not later than 1.00 p.m. on 25 November 2025.
Full details of the procedure for tendering Shares are set out in paragraph 3 of Part III of this Circular and, in respect of Shares held in certificated form, in the Tender Form. A Shareholder who tenders Shares in the Tender Offer will be deemed to have appointed Equiniti Limited as the receiving agent for the Tender Offer in respect of the sale of Shares to Panmure Liberum pursuant to the Tender Offer. Accordingly, Panmure Liberum will issue a contract note to Equiniti Limited on behalf of all Shareholders for the sale of Shares to Panmure Liberum pursuant to the Tender Offer.
Shareholders should note that, once tendered, Shares may not be sold, transferred, charged or otherwise disposed of other than in accordance with the Tender Offer.
If you are in any doubt about the contents of this Circular or the action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other appropriately qualified financial adviser authorised under FSMA if you are in the United Kingdom, or another appropriately authorised financial adviser if you are in a territory outside the United Kingdom.
The Tender Offer will close at 1.00 p.m. on 25 November 2025. Any Tender Forms and TTE Instructions which are received by the Receiving Agent after 1.00 p.m. on 25 November 2025 or which at that time are incorrectly completed or not accompanied by all relevant documents or instructions may be rejected and returned to the relevant Shareholders or their appointed agents, together with any accompanying Share certificate(s) and/or other document(s) of title, at Panmure Liberum's absolute discretion.
Shareholders holding their shares via a retail platform, or other nominee account, should follow the instructions provided by the platform or principal and abide by the earlier deadlines stipulated by such.
Panmure Liberum reserves the right to treat as valid Tender Forms and TTE Instructions which are not entirely in order and (in the case of Shares held in certificated form) which are not accompanied by the relevant Share certificate(s) and/or other document(s) of title or a satisfactory indemnity in lieu thereof.
Subject to the Tender Offer becoming unconditional, payment of the consideration to which Shareholders are entitled pursuant to valid tenders accepted by Panmure Liberum will be made in Sterling and:
l in the case of Shares held in uncertificated form, will be settled through CREST by 5 December 2025 or as soon as practicable thereafter; or
l in the case of Shares held in certificated form, by cheques despatched by 12 December 2025 or as soon as practicable thereafter, and
in each case, as described in paragraph 4.4 of Part III of this Circular.
If only part of a holding of Shares is sold pursuant to the Tender Offer:
The availability of the Tender Offer to Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction in which they are located and this Circular does not constitute or form part of any offer to purchase, or invitation to sell, Shares in any jurisdiction in which such offer or invitation is unlawful. Without prejudice to the foregoing generality, the Tender Offer is not available to Shareholders with registered or mailing addresses in Restricted Territories or who are citizens or nationals of, or resident in, a Restricted Territory.
Shareholders with registered or mailing addresses outside the United Kingdom and the Restricted Territories who wish to accept the Tender Offer should also read paragraph 9 of Part III of this Circular and should satisfy themselves that they have fully observed any applicable legal requirements under the laws of the relevant jurisdiction.
The Tender Offer is conditional, inter alia, on the satisfaction or waiver of the Minimum Continuation Condition, the passing of Resolution 1 at the General Meeting and on the other matters specified in paragraph 2 of Part III of this Circular.
The Tender Offer may be terminated in the circumstances described in paragraph 7 of Part III of this Circular. In particular, the Board has reserved the right to require that Panmure Liberum does not proceed with the Tender Offer if the Board concludes, at any time prior to the announcement of the result of the Tender Offer, that the implementation of the Tender Offer or the subsequent purchase by the Company of the Shares purchased by Panmure Liberum pursuant to the Tender Offer is no longer in the best interests of the Company and Shareholders as a whole.
Shareholders should note the important information in paragraph 6 of Part VI of this Circular relating to certain provisions of the City Code.
Your attention is drawn to the information contained in the remainder of this Circular, including, in particular, the terms and conditions of the Tender Offer in Part III of this Circular and the information regarding taxation in Part V of this Circular.
This letter is not a recommendation to Shareholders to sell or not sell Shares in the Tender Offer.
Yours faithfully
There are different procedures for tendering Shares depending on whether the Shares are held in certificated or uncertificated form (i.e. in CREST).
Qualifying Shareholders who hold Shares in certificated form and who wish to tender Shares must complete, sign and return the Tender Form in accordance with sub-paragraph 3.2.1 below and the instructions printed on the Tender Form. Qualifying Shareholders should complete separate Tender Forms for Shares held in certificated form but under different designations. The Share certificate(s) should be returned with the relevant Tender Form using the accompanying reply-paid envelope.
If required, additional Tender Forms are available from the Receiving Agent, Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Worthing, West Sussex, BN99 6DA, or by calling telephone number on +44 (0)371 384 2050. Lines are open from between 8.30 a.m. to 5.30 p.m. (UK time) on Monday to Friday (excluding English and Welsh public holidays). Calls to the helpline from outside the UK will be charged at the applicable international rate. Please note that calls may be recorded and randomly monitored for security and training purposes. Please note that Equiniti Limited cannot provide advice on the merits of participation in the Tender Offer nor give financial, tax, investment or legal advice.
If the Shares are held in uncertificated form (i.e. in CREST), they may be tendered only by sending a TTE Instruction in accordance with the procedures set out in sub-paragraph 3.2.2 below. Shareholders should send separate TTE Instructions for Shares held under different member account IDs.
Shareholders who do not wish to participate in the Tender Offer need take no action, but are encouraged to complete and return a Form of Proxy.
The completed and signed Tender Form should be delivered to the Receiving Agent, by post in the accompanying reply-paid envelope (for use in the UK only) to Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA so as to arrive by no later than 1.00 p.m. on 25 November 2025.
Tender Forms received after this time will only be accepted at the absolute discretion of Panmure Liberum. Reply-paid envelopes are enclosed with the Tender Forms. No acknowledgement of receipt of documents will be given. Any Tender Form received in an envelope postmarked from a Restricted Territory or otherwise appearing to Equiniti Limited or Panmure Liberum or its agents to have been sent from any Restricted Territory may be rejected as an invalid tender. Further provisions relating to Restricted Shareholders are contained in paragraph 9 below.
The completed and signed Tender Form should be accompanied by the relevant Share certificate(s) and/or other document(s) of title. If some or all of your Share certificate(s) and/or other document(s) of title are not readily available (for example, if they are with your stockbroker, bank or other agent), or are lost, the Tender Form should nevertheless be completed, signed and returned as described above so as to be received by the Receiving Agent by not later than 1.00 p.m. on 25 November 2025 together with any Share certificate(s) and/or other document(s) of title you may have available, accompanied by a letter stating that the (remaining) Share certificate(s) and/or other document(s) of title will be forwarded as soon as possible thereafter and, in any event, by no later than 1.00 p.m. on 25 November 2025.
The Receiving Agent, acting as your agent, will effect such procedures as are required to transfer your Shares to Panmure Liberum under the Tender Offer.
If you have lost your Share certificate(s) and/or other document(s) of title, you should either call the Receiving Agent at +44 (0)371 384 2050. above, or write to the Receiving Agent at Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, for a letter of indemnity in respect of the lost Share certificate(s) and/or any other document(s) of title which, when completed in accordance with the instructions given, should be returned to the Receiving Agent at Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA so as to be received by no later than 1.00 p.m. on 25 November 2025. Use of this service provided by the Receiving Agent is subject to a fee.
If the Shares which you wish to tender are held in uncertificated form, you should take (or procure to be taken) the action set out below to transfer (by means of a TTE Instruction) the number of Shares which you wish to tender in the Tender Offer to an escrow balance, specifying the Receiving Agent in its capacity as a CREST receiving agent under its Participant ID (referred to below) as the Escrow Agent, as soon as possible and, in any event, so that the transfer to escrow settles by no later than 1.00 p.m. on 25 November 2025.
If you are a CREST sponsored member, you should refer to your CREST Sponsor before taking any action. Your CREST Sponsor will be able to confirm details of your Participant ID and the member account ID under which your Shares are held. In addition, only your CREST Sponsor will be able to send the TTE Instruction to Euroclear in relation to the Shares which you wish to tender.
You should send (or, if you are a CREST sponsored member, procure that your CREST Sponsor sends) a TTE Instruction to Euroclear, which must be properly authenticated in accordance with Euroclear's specifications and which must contain, in addition to the other information that is required for the TTE Instruction to settle in CREST, the following details:
After settlement of the TTE Instruction, you will not be able to access the Shares concerned in CREST for any transaction or for charging purposes, notwithstanding that they will be held by the Receiving Agent as your Escrow Agent until completion or lapsing of the Tender Offer. If the Tender Offer becomes unconditional, the Receiving Agent will transfer the Shares which are accepted for purchase by Panmure Liberum to itself as your agent for onward sale to Panmure Liberum. The input and settlement of a TTE Instruction in accordance with this paragraph 3.2.2 shall constitute an offer to Panmure Liberum to sell to it the number of Shares transferred to the escrow account referred to above.
It is recommended that you refer to the CREST Manual published by Euroclear for further information on the CREST procedures outlined above.
You should note that Euroclear does not make available special procedures, in CREST, for any particular corporate action. Normal system timings and limitations will therefore apply in connection with a TTE Instruction and its settlement. You should therefore ensure that all necessary action is taken by you (or by your CREST Sponsor) to enable a TTE Instruction relating to your Shares to settle prior to 1.00 p.m. on 25 November 2025. In connection with this, you are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
Normal CREST procedures (including timings) apply in relation to any Shares that are, or are to be, converted from uncertificated to certificated form, or from certificated to uncertificated form, during the course of the Tender Offer (whether such conversion arises as a result of a transfer of Shares or otherwise). Shareholders who are proposing to convert any such Shares are recommended to ensure that the conversion procedures are implemented in sufficient time to enable the person holding or acquiring the Shares as a result of the conversion to take all necessary steps in connection with such person's participation in the Tender Offer (in particular, as regards delivery of Share certificates and/or other documents of title or transfer to an escrow balance as described above) prior to 1.00 p.m. on 25 November 2025.
Panmure Liberum reserves the right to treat as valid only Tender Forms which are received entirely in order by 1.00 p.m. on 25 November 2025 and which are accompanied by the relevant Share certificate(s) and/or other document(s) of title, or an indemnity acceptable to Panmure Liberum and the Company in lieu thereof, in respect of the entire number of Shares tendered.
A Tender Form which is received in respect of Shares held in uncertificated form will not constitute a valid tender and will be disregarded. Shareholders holding Shares in uncertificated form who wish to tender such Shares should note that a TTE Instruction will be a valid tender as at 25 November 2025 only if it has settled on or before 1.00 p.m. on that date.
The decision of Panmure Liberum as to which Shares have been validly tendered shall be conclusive.
Notwithstanding the powers in paragraph 6 below, Panmure Liberum reserves the right to treat as valid only Tender Forms or TTE Instructions which are received entirely in order by 1.00 p.m. on 25 November 2025 and which are accompanied (in the case of Shares held in certificated form) by the relevant Share certificate(s) and/or other document(s) of title or a satisfactory indemnity in lieu in respect of the entire number of Shares tendered. The Tender Offer Record Date is close of business on 25 November 2025.
Notwithstanding the completion of a valid Tender Form or the sending of a TTE Instruction, the Tender Offer may terminate or lapse in accordance with the terms and conditions set out in this Part III.
The decision of Panmure Liberum, in consultation with the Company, as to which Shares have been validly tendered shall be conclusive and binding on Shareholders who participate in the Tender Offer.
If you are in any doubt as to how to complete the Tender Form or as to the procedure for tendering Shares and you are a registered Shareholder, please contact Equiniti Limited by telephone on +44 (0)371 384 2050. Lines are open from between 8.30 a.m. to 5.30 p.m. (UK time) on Monday to Friday (excluding English and Welsh public holidays). Calls to the helpline from outside the UK will be charged at the applicable international rate. Please note that calls may be recorded and randomly monitored for security and training purposes. Please note that Equiniti Limited cannot provide advice on the merits of participation in the Tender Offer nor give financial, tax, investment or legal advice.
You are reminded that, if you are a CREST sponsored member, you should contact your CREST Sponsor before taking any action.
4.1 Unless terminated in accordance with the provisions of this Part III, the Tender Offer will close for Shareholders at 1.00 p.m. on 25 November 2025. Subject to the Conditions being satisfied, it is expected that on 26 November 2025 the Company will make a public announcement of the total number of Shares tendered. A further announcement will be made of the Tender Price, expected on or around 1 December 2025. Thereafter, the actual repurchase of Shares pursuant to the Tender Offer is expected to take place on 2 December 2025.
Where an accepted tender relates to Shares held in certificated form, cheques for the consideration due will be dispatched by the Receiving Agent by first class post to the person or agent whose name and address is set out in Box 1 (or, if relevant, Box 4 of the Tender Form), or if none is set out, to the registered address of the Tendering Shareholder shown above Box 1 or, in the case of joint holders, the address of the first named. All cash payments will be made by cheque drawn on a branch of a UK clearing bank.
Where an accepted tender relates to Shares held in uncertificated form in CREST, the consideration due will be paid by means of CREST by the Company procuring the creation of a CREST payment obligation in favour of the Tendering Shareholder's payment bank in accordance with the CREST payment arrangements.
The payment of any consideration to Shareholders for Shares pursuant to the Tender Offer will be made only after the relevant TTE Instruction has settled or (as the case may be) timely receipt by the Receiving Agent of certificates and/or other requisite documents evidencing such Shares, a properly completed and duly executed Tender Form and any other documents required by the Tender Offer or this Part III. Payment of the Tender Price due to Shareholders whose tenders under the Tender Offer have been accepted will be made in Sterling.
Each Shareholder who executes, or on whose behalf, a Tender Form and/or TTE Instruction (as applicable) is executed, irrevocably undertakes, represents, warrants and agrees to and with Panmure Liberum (for itself and as trustee for the Company) and so as to bind him, her or it and their personal representatives, heirs, successors and assignees, that:
5.2 such Shareholder has full power and authority to tender, sell, assign or transfer the Shares in respect of which such offer is accepted (together with all rights attaching thereto) and, when the same are purchased by Panmure Liberum, Panmure Liberum will acquire such Shares with full title guarantee and free from all liens, charges, encumbrances, equitable interests, rights of pre-emption or other third party rights of any nature and together with all rights attaching thereto on or after 2 December 2025 (per the expected timetable), including the right to receive all dividends and other distributions declared, paid or made after that date;
5.3 if such Shareholder holds Shares in certificated form, the execution of the Tender Form will, subject to the Tender Offer becoming unconditional, constitute the irrevocable appointment of any director or officer of Panmure Liberum (which shall include for these purposes anyone with the word "director" in their job title) as such Shareholder's attorney and/or agent ("attorney"), and an irrevocable instruction to the attorney to:
5.10 the provisions of the Tender Form shall be deemed to be incorporated into the terms and conditions of the Tender Offer;
5.11 in the case of Shares held in certificated form, the dispatch of a cheque in respect of the Tender Price to a Shareholder at their registered address or such other address as is specified in the Tender Form will constitute a complete discharge by the Company of its obligations to make such payment to such Shareholder;
A reference in this paragraph 5 to a Shareholder includes a reference to the person or persons executing the Tender Form or submitting a TTE Instruction and in the event of more than one person executing a Tender Form or submitting a TTE Instruction, the provisions of this paragraph 5 will apply to them jointly and to each of them.
6.4 Each Shareholder who tenders or procures the tender of Shares will thereby be deemed to have agreed that, in consideration of Panmure Liberum agreeing to process their tender, such Shareholder will not revoke their tender or withdraw their Shares without the written consent of Panmure Liberum. Shareholders should note that, once tendered, Shares may not be sold, transferred, charged or otherwise disposed of.
6.5 Any omission to dispatch this Circular or the Tender Form or any notice required to be dispatched under the terms of the Tender Offer to, or any failure to receive the same by, any person entitled to participate in the Tender Offer shall not invalidate the Tender Offer in any way or create any implication that the Tender Offer has not been made to any such person.
If the Company (acting through the Directors) and/or Panmure Liberum, at any time prior to the Tender Offer becoming unconditional, determine that: (i) as a result of any change in national or international financial, economic, political or market conditions, the cost of realisation of assets to fund the Tender Offer has become prohibitive; or (ii) in its reasonable opinion the completion of the purchase of Shares in the Tender Offer could have unexpected adverse fiscal or other consequences (whether by reason of a change in legislation or practice or otherwise) for the Company or its Shareholders if the Tender Offer were to proceed, Panmure Liberum and/or the Company shall be entitled at their complete discretion, by a public announcement and subsequent written notice to Shareholders, to withdraw the Tender Offer, and in such event the Tender Offer shall cease and determine absolutely. The Company shall make appropriate disclosure and comply with other procedural requirements to the extent required by Rule 14e-1 under the Exchange Act.
9.2 Overseas Shareholders should inform themselves about and observe any applicable legal requirements. It is the responsibility of any such Overseas Shareholder wishing to tender Shares to satisfy themselves as to the full observance of the laws of the relevant jurisdiction in connection herewith, the compliance with other necessary formalities and the payment of any transfer or other taxes or other requisite payments due in such jurisdiction. Any such Overseas Shareholders will be responsible for the payment of any such transfer or other taxes or other requisite payments due by whomsoever payable and Panmure Liberum and the Company and any person acting on its behalf shall be fully indemnified and held harmless by such Overseas Shareholder for any such transfer or other taxes or other requisite payments such person may be required to pay. Subject to certain exceptions, no steps have been taken
to qualify the Tender Offer or to authorise the extension of the Tender Offer or the distribution of the Tender Form in any territory outside the United Kingdom.
correct and, if such investigation is undertaken and as a result Panmure Liberum determines (for any reason) that such representations and warranties are not correct, such acceptance shall not be valid.
The terms of the Tender Offer shall have effect subject to such modifications or additions as the Company and Panmure Liberum may from time to time approve in writing, and the times and dates referred to in this Circular may be amended by the Company and Panmure Liberum. In the case of any material amendments to the terms of the Tender Offer or amendments to any of the times and dates set out on page 4 of this Circular, such amendments will be notified to Shareholders by an RIS announcement.
The Directors consider the following risks should be considered by Shareholders prior to deciding how to cast their votes at the General Meeting and whether or not to participate in the Tender Offer. Shareholders who are in any doubt as to the contents of this Circular or as to the action to be taken should immediately consult their stockbroker, bank manager, solicitor, accountant or other appropriately qualified financial adviser authorised under FSMA if they are in the United Kingdom, or another appropriately authorised financial adviser if they are in a territory outside the United Kingdom.
Shareholders should carefully consider all of the information set out in this Circular including, in particular, the risks associated with the Tender Offer described below, as well as their own personal circumstances, prior to making any decisions as to whether or not to vote in favour of the Resolutions and/or tender any Shares in the Tender Offer.
The risks and uncertainties described below are not intended to be exhaustive and additional risks and uncertainties not presently known to the Directors, or which the Directors currently deem immaterial, may also have an adverse effect on the Company and/or be relevant to Shareholders in their consideration of the Proposals.
l The Tender Price will be dependent on the NAV as at the Calculation Date and is likely to differ from the illustrative figures provided in this Circular.
l The maximum Tender Offer size of 40 per cent. under the Minimum Continuation Condition has been set at a level such that the Company's NAV post completion of the Tender Offer will not be less than approximately £270 million, assuming the Company's current NAV is maintained. Should the NAV fall materially between the date of publication of the Circular and the date the Tender Offer goes unconditional, there is a risk that the size of the Company after completion of the Tender Offer will be below £270 million.
The following comments are intended only as a general guide to certain UK tax considerations in relation to the Tender Offer. They are based on aspects of current UK law and HMRC published practice (which may not be binding on HMRC), both of which are subject to change at any time (including as a result of the UK government's Autumn Budget expected to be delivered on 26 November 2025), possibly with retrospective effect), and do not constitute tax advice. They are of a general nature and apply only to Shareholders who are resident solely in the UK for UK tax purposes (except where otherwise indicated) and who hold their Ordinary Shares beneficially as an investment. They do not address the position of certain classes of Shareholders such as dealers in securities or Shareholders who have acquired their Shares by virtue of an office or employment. In addition, the following comments do not address the US federal income tax considerations applicable to an investment in the Shares. Each prospective investor should consult its own tax advisers regarding the US federal income tax consequences of any such investment.
Shareholders who are subject to tax in a jurisdiction other than the UK or who are in any doubt as to the potential tax consequences of selling their Shares are strongly recommended to consult their own professional advisers before making any such sales.
The sale of Shares by a Shareholder under the Tender Offer should be treated as a disposal of those shares for UK tax purposes. Such a disposal may, depending on that Shareholder's personal circumstances and any available exemptions or reliefs, give rise to a chargeable gain or an allowable loss for the purposes of UK taxation of chargeable gains.
For an individual Shareholder, the principal factors that will determine the UK capital gains tax position on a disposal of Shares are that Shareholder's base cost in the Shares, the extent to which the Shareholder realises any other capital gains in the UK tax year in which the disposal is made, the extent to which the Shareholder has incurred capital losses in that or earlier UK tax years, the UK income tax band into which the Shareholder falls, and the level of the annual allowance of tax-free gains in that UK tax year (the "Annual Exemption"). The Annual Exemption for the tax year running 6 April 2025 to 5 April 2026 is £3,000.
The applicable rate for an individual Shareholder who makes a capital gain on the disposal of Shares which (after taking advantage of the Annual Exemption and deducting any available capital losses) is liable to UK capital gains tax is 18 per cent. or 24 per cent., depending on the individual's personal circumstances, including other taxable income and gains in the relevant year.
A disposal of Shares by a Shareholder within the charge to UK corporation tax may give rise to a chargeable gain or allowable loss for the purposes of UK corporation tax, depending on the circumstances and subject to any available exemptions or reliefs. Corporation tax is charged on chargeable gains at the rate applicable to that company (the main rate of corporation tax is 25 per cent.).
Indexation allowance calculated up to and including December 2017 may be available to reduce any chargeable gain arising but cannot operate to create or increase an allowable loss.
Under the provisions of Chapter 1 of Part 13 of the Income Tax Act 2007 or Part 15 of the Corporation Tax Act 2010, HMRC can in certain circumstances counteract tax advantages arising in relation to a transaction or transactions in securities.
These provisions could apply if the Company is a "close company" (in the case of the provisions in the Income Tax Act 2007) or otherwise under control of five or fewer persons (in the case of the provisions of the Corporation Tax Act 2010) and, in both cases, that certain other conditions are met. The Company cannot guarantee that it is not currently nor that it will not become a "close company", or under the control of five or fewer persons. If these provisions were to be applied by HMRC to the Tender Offer on the basis that there was an income tax advantage, the broad effect would be that Shareholders would be taxed as if some or all of the proceeds of the Tender Offer were income amounts rather than capital amounts (which means, in the case of individual Shareholders, these amounts would be subject to income tax rather than capital gains tax).
However, these sections do not apply where it can be shown, in the case of any corporation tax advantage, that the transactions in question were entered into for genuine commercial reasons and in the case of any corporation or income tax advantage that the transactions in question did not have as their main purpose or one of their main purposes the obtaining of any tax advantage.
Accordingly, these sections are not expected to apply generally in the context of the Tender Offer but Shareholders are advised to take independent advice as to the potential application of Part 13 of the Income Tax Act 2007 and Part 15 of the Corporation Tax Act 2010 and in the light of their own particular motives and circumstances.
No application has been made to HMRC for clearance in respect of the application of Part 13 of the Income Tax Act 2007 or Part 15 of the Corporation Tax Act 2010 to the Tender Offer.
Stamp duty or stamp duty reserve tax ("SDRT") at the rate of 0.5 per cent. of the Tender Price (rounded up to the nearest £5 in the case of stamp duty only) will be payable by the Company on Shares repurchased by it pursuant to the Tender Offer. The Tender Price will be equal to the NAV per Share as at the Calculation Date less the Tender Offer Expenses per Share. Any stamp duty and SDRT incurred by the Company will be included in the calculation of the Tender Offer Expenses per Share and so will be charged, indirectly through such deduction from the Tender Price, to the Tendering Shareholders subject to the Tender Offer Expenses per Share cap.
If you are in any doubt as to your taxation position, you should consult an appropriate professional adviser without delay.
The information relating to taxation set out above is a general guide and is not exhaustive. It is based on law and practice currently in force in the UK and is subject to changes therein possibly with retrospective effect.
As at 20 October 2025 (being the latest practicable date before publication of this Circular), the interests of the Directors in the issued Share capital of the Company were as set out in the table below. No Director will be tendering any of their Shares under the Tender Offer.
| Name | Number of Ordinary Shares |
Percentage of issued Ordinary Share capital* |
|---|---|---|
| Lisa Arnold | 20,000 | 0.016 |
| Caroline Gulliver | Nil | Nil |
| Stacey Parrinder-Johnson | 4,750 | 0.004 |
| Neal Ransome | 10,073 | 0.008 |
| Jeremy Whitley | 40,000 | 0.033 |
* Excluding Ordinary Shares held in Treasury
As at 21 October 2025, the Company was aware of the following notifiable interests in the issued Share capital of the Company:
| Shareholder | Number of Ordinary Shares |
Percentage of voting rights |
|---|---|---|
| Rathbones Investment Management Limited* | 16,946,654 | 13.97 |
| 1607 Capital Partners LLC | 12,069,633 | 9.95 |
| Allspring Investments | 6,522,743 | 5.38 |
| Charles Stanley | 6,106,096 | 5.04 |
| Evelyn Partners Limited | 6,081,962 | 5.02 |
| Brewin Dolphin Limited | 6,039,167 | 4.98 |
| City of London Investment Management Company Limited | 6,019,216 | 4.96 |
| Canaccord Genuity Group | 5,872,733 | 4.84 |
| Cheviot Asset Management Limited | 4,805,275 | 3.96 |
* Position following the all-share combination of Rathbones Group Plc with Investec Wealth & Investment Limited
Save that the Company's NAV per Share has increased from 353.38 pence per Share to 385.29 pence per Share (unaudited) as at 20 October 2025 (being the latest practicable date before publication of this Circular), there has been no significant change in the financial position of the Company since 31 March 2025 (being the end of the last financial period of the Company for which interim financial information has been published).
By a Repurchase Agreement between the Company and Panmure Liberum dated on or around 22 October 2025, the Company has agreed to purchase, and Panmure Liberum has agreed to sell to the Company, as an on-market purchase and at a price per Share equal to the Tender Price all of the Shares purchased by Panmure Liberum pursuant to the Tender Offer. such purchase and sale to be completed immediately following the purchase of those Shares.
Under the Repurchase Agreement, which is conditional on the Tender Offer becoming unconditional in all respects and not lapsing or terminating in accordance with its terms, the Company shall pay an amount equal to the Tender Price multiplied by the number of Shares successfully tendered to Panmure Liberum's client account as soon as practicable so as to be received in cleared funds by no later than 5.00 p.m. on 1 December 2025 (or such later date as may be agreed by Panmure Liberum and the Company).
The Repurchase Agreement contains representations and warranties from the Company in favour of Panmure Liberum and incorporates an indemnity in favour of Panmure Liberum in respect of any liability which it may suffer in relation to its performance pursuant to the Tender Offer, subject to certain market standard exceptions.
The Repurchase Agreement also contains certain representations, warranties and undertakings from Panmure Liberum in favour of the Company concerning its authority to enter into the Repurchase Agreement and therefore to make the purchase of Shares pursuant to and subject to the terms of the Tender Offer.
A strike through comparison showing the non-material amendments proposed to be made to the Investment Policy following completion of the Tender Offer is shown below:
"The Company's Investment Objective is to generate capital growth through investments in a global portfolio of healthcare stocks.
The Company will seek to achieve its objective by investing in a diversified global portfolio consisting primarily of listed equities.
The portfolio is will be diversified by geography, industry subsector and investment size, with a multi-capitalisation approach. It is expected that the majority of assets will remain invested in large capitalisation companies with up to 30 per cent. of the portfolio invested in small/mid capitalisation companies with a market capitalisation below \$10 billion at the time of investment. The portfolio will comprise a single pool of investments, but for operational purposes, the Investment Manager will maintain a Growth portfolio and an Innovation portfolio. Innovation companies are broadly defined by the Investment Manager as small/mid cap innovators that are driving disruptive change, giving rise not only to new drugs and surgical treatments but also to a transformation in the management and delivery of healthcare. The Growth portfolio is expected to comprise a majority of the Company's assets. For this purpose, once an innovation stock's market capitalisation has risen above US \$5bn, it will ordinarily then be treated as a growth stock.
The relative ratio between the two portfolios may vary over the life of the Company due to factors such as asset growth and the Investment Manager's views as to the risks and opportunities offered by investments in each pool and across the combined portfolio. The original make-up of the combined portfolio was of up to 50 stocks, with growth stocks being primarily US listed. In 2018, the Board authorised an increase to the number of stocks able to be held to 65 and confirmed there is no restriction on geographical exposure.
The combined portfolio will therefore be made up of interests in up to 65 companies, with no single investment accounting for more than 10 per cent. (or 15 per cent. in the case of an investment in another fund managed by the Investment Manager) of the gross assets at the time of investment. The innovation portfolio Company may have a small exposure to include stocks which are neither quoted nor listed on any stock exchange but the exposure to such stocks, in aggregate, will not exceed 5 per cent. of Gross Assets at the time of investment. In the event that the Investment Manager launches a dedicated healthcare innovation fund, the Company's exposure to innovation stocks may be achieved in whole or in part by an investment may invest in that fund, provided that, in any event, the Company will not, without the prior consent of the Board, acquire more than 15 per cent. of any such healthcare innovation fund's issued share capital and provided further that such healthcare innovation fund (if a listed closed-ended investment fund) itself has a limit of investment in other listed closed-ended investment funds of 15 per cent. of gross assets."
6.1 Under Rule 9 of the City Code on Takeovers and Mergers (the "City Code"), any person who acquires an interest (as defined in the City Code) in shares which, taken together with shares in which they are already interested and in which persons acting in concert with them are interested, carry 30 per cent.
Panmure Liberum has given and not withdrawn its written consent to the issue of this Circular with its letter and with the references to its name in the form and context in which they are included.
The following definitions apply throughout this Circular unless the context otherwise requires:
the articles of association of the Company, as amended and restated "Articles of Association"
from time to time or "Articles"
"Board" or "Directors"the directors of the Company or any duly constituted committee
thereof
"Business Day"a day (excluding Saturdays and Sundays or public holidays in England
and Wales or the United States) on which banks generally are open for business in London for the transaction of normal business
"Calculation Date"close of business on 27 November 2025, or such other date as may
be selected by the Directors, being the date and time at which the
Company will calculate the Tender Price
"certificated" or "in certificated form"
not in uncertificated form
"Chair's Letter"the letter from the Chair of the Company set out on pages 5 to 14
and forming Part I of this Circular
"Circular"this document
"City Code"the City Code on Takeovers and Mergers
"Companies Act" or "Act"the Companies Act 2006, as amended from time to time
"Company"Polar Capital Global Healthcare Trust plc
"CREST"the facilities and procedures for the time being of the relevant system
of which Euroclear has been approved as operator pursuant to the
CREST Regulations
"CREST Manual"the compendium of documents entitled CREST Manual issued by
Euroclear from time to time and comprising the CREST Reference Manual, the CREST Central Counterparty Service Manual, the CREST International Manual, CREST Rules, CCSS Operations Manual and
the CREST Glossary of Terms
"CREST Regulations"the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)
"CREST Sponsor"a CREST participant admitted to CREST as a CREST sponsor, being a
sponsoring system participant (as defined in the CREST Regulations)
"ERISA"the United States Employee Retirement Income Security Act of 1974
"Escrow Agent"Equiniti Limited of Highdown House, Yeoman Way, Worthing,
West Sussex, BN99 3HH
"Euroclear"Euroclear UK & International Limited, the operator of CREST
"Exchange Act"the United States Securities Exchange Act of 1934, as amended
"Existing Articles"the Articles of Association as at the date of this Circular
the investment management agreement between the Company and "Existing Investment Management Agreement"
the Investment Manager dated 23 May 2018, as amended
"FCA"the Financial Conduct Authority
"Form of Proxy"the form of proxy for use by Shareholders at the General Meeting
"FSMA"the Financial Services and Markets Act 2000, as amended
"General Meeting" or "GM"a general meeting of the Company to be held at 9.00 a.m. on
Thursday, 27 November 2025
"GM Notice"the notice convening the General Meeting set out at the end of this
Circular
"HMRC"HM Revenue & Customs
"Implementation Costs"professional and other fees and expenses incurred by the Company
in connection with the implementation of the Proposals (but excluding, for the avoidance of doubt, the Stamp Duty Costs and
the Portfolio Disposal Costs)
"Investment Company Act"the United States Investment Company Act of 1940, as amended
from time to time
"Investment Manager"Polar Capital LLP
"Investment Policy"the investment objective and policy of the Company as set out in the
Company's annual report
"London Stock Exchange"London Stock Exchange plc
"member account ID"the identification code or number attached to any member account
in CREST
"Minimum Continuation
Condition"
has the meaning given in paragraph 10 of Part I of this Circular
"NAV"the total assets of the Company less its total liabilities (including
accrued but unpaid fees) in each case valued in accordance with the accounting policies adopted by the Company from time to time and
expressed in Sterling
"NAV per Share"the NAV divided by the number of Shares in issue (excluding Shares
held in Treasury)
"New Articles"the proposed new Articles of Association to be adopted upon the
passing of Resolution 2 at the General Meeting
"Official List"the Official List maintained by the FCA
"Overseas Shareholders"Shareholders who are resident in, or citizens of, territories outside
the United Kingdom and not resident in, or citizens of, any of the
Restricted Territories
"Panel"the Panel on Takeovers and Mergers
"Panmure Liberum"Panmure Liberum Limited, a private limited company incorporated
in England and Wales with registered number 04915201, whose registered office is at Ropemaker Place, Level 12, 25 Ropemaker
Street, London EC2Y 9LY
"Participant ID"the identification code or membership number used in CREST to
identify a particular CREST member or other CREST participant
"Portfolio Disposal Costs"any fees, costs and expenses incurred by the Company in connection
with the disposal of assets pursuant to the implementation of the Tender Offer including the impact of the bid-offer spread on the sale
of investments
"Proposals"has the meaning as set out in paragraph 1.1 of Part I of this Circular
"QIB"a qualified institutional buyer as defined in Rule 144A under the
Securities Act
"QP"a qualified purchaser as defined in section 2(a)(51) of the Investment
Company Act
"Qualifying Shareholders"Shareholders on the Register at the Tender Offer Record Date (as the
context requires) with the exclusion of Restricted Shareholders
"Qualifying US Shareholders"US Shareholders who are: (i) on the Register on the Tender Offer
Record Date; and (ii) both QPs and QIBs which have delivered a
signed US investor representation letter in the agreed form
"Receiving Agent" and "Registrar"Equiniti Limited of Highdown House, Yeoman Way, Worthing, West
Sussex, BN99 3HH
"Register"the register of Shareholders
"Reissue Price"the price per Ordinary Share at which Ordinary Shares may at any
relevant time be reissued from Treasury for the purposes of the authority in Resolution 3, being a price to be determined by the Directors on the date of the relevant reissue pursuant to such authority and representing both: (i) a discount to the prevailing NAV
per Share; and (ii) a premium to the Tender Price
"Repurchase Agreement"the agreement between the Company and Panmure Liberum dated
on or around 22 October 2025 whereby the Company has agreed to purchase, and Panmure Liberum has agreed to sell to the Company, as an on-market purchase at the Tender Price, all of the Shares purchased by Panmure Liberum pursuant to the Tender Offer
as summarised in paragraph 4 of Part VI of this Circular
"Resolution 1"the special resolution to be proposed at the General Meeting in
relation to the Tender Offer
"Resolution 2"the special resolution to be proposed at the General Meeting in
relation to the adoption of the New Articles
"Resolution 3"the special resolution to be proposed at the General Meeting in
relation to the reissue of Shares from Treasury at the Reissue Price
"Resolutions"Resolution 1, Resolution 2 and Resolution 3
"Restricted Shareholders"Shareholders who are resident in, or citizens of, a Restricted Territory
"Restricted Territories"Australia, Canada, Japan and South Africa, or any country, region
or territory which is the subject of any comprehensive Sanctions (including, without limitation, Cuba, Iran, North Korea, Syria, Russia, the Crimea Region of Ukraine, the so-called Donetsk People's Republic and the so-called Luhansk People's Republic), or any other jurisdiction in which the making of the Tender Offer may result in the contravention of any registration or other legal requirement of
such jurisdiction
"RIS"a regulatory information service approved by the FCA and on the list of regulatory information services maintained by the FCA
"Sanctions"means any sanctions administered or enforced by His Majesty's Treasury, the European Union, the US Government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of Treasury of the U.S. Department of State, and including, without limitation, the designation of a person as a "specially designated national" or "blocked person"), the United Nations Security Council or other relevant governmental or regulatory authority, institution or agency which administers
economic, financial or trade sanctions
"SDRT"stamp duty reserve tax
"Securities Act"the United States Securities Act of 1933, as amended from time
to time
"Shareholders"holders of Shares
"Shares" or "Ordinary Shares"ordinary shares of 25 pence each in the capital of the Company
"Stamp Duty Costs"any stamp duty or SDRT payable by the Company in connection with
the Tender Offer
"Sterling" or "£"the lawful currency of the United Kingdom
"Subsequent Tender Offers"liquidity events for Shareholders, by way of tender offer, at five-yearly intervals, the first of which shall be proposed on or before
31 March 2031
"Tender Form"the personalised tender form accompanying this Circular for use in
connection with the Tender Offer
"Tender Offer"the invitation by Panmure Liberum to Qualifying Shareholders to tender Shares for purchase on the terms and subject to the
conditions set out in this Circular and the Tender Form
"Tender Offer
Expenses per Share"
the aggregate of: (i) the Implementation Costs divided by the total number of Shares in issue on the Calculation Date (excluding Shares held in Treasury); (ii) the Stamp Duty Costs divided by the total number of Shares validly tendered pursuant to the Tender Offer and (iii) the Portfolio Disposal Costs divided by the total number of Shares validly tendered pursuant to the Tender Offer, excluding any part of any item of expense within (i), (ii) or (iii) which has already been taken into account in the calculation of the NAV per Share, and capped at an aggregate amount equal to 1 per cent. of the Company's NAV per Share as at the Calculation Date (and for such purposes any part of the Tender Offer Expenses per Share already deducted in the calculation of such NAV shall be added back)
"Tender Offer Record Date"6.00 p.m. on 25 November 2025
"Tender Price"the price per Share at which Shares will be purchased under the Tender Offer, being equal to the NAV per Share as at the Calculation Date less the Tender Offer Expenses per Share (expressed in pence and rounded to two decimal places, with the third decimal place
rounded downwards)
"Tendered Shares"Shares successfully tendered pursuant to the Tender Offer
| "Tendering Shareholder" | a Shareholder who has tendered Shares pursuant to the Tender Offer |
|---|---|
| "TFE Instruction" | a transfer from escrow instruction (as defined in the CREST Manual) |
| "Treasury" | refers to Shares that have been bought back from Shareholders and which have not been cancelled but are retained by the Company |
| "TTE Instruction" | a transfer to escrow instruction (as defined in the CREST Manual) |
| "UK Listing Rules" | the listing rules made by the FCA under section 74 of FSMA |
| "uncertificated" or "in uncertificated form" |
a Share recorded on the Register as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST |
| "United Kingdom" or "UK" | the United Kingdom of Great Britain and Northern Ireland |
| "United States" or "US" | the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction |
| "US Shareholders" | Shareholders resident in or with a registered address in the United States |
(incorporated and registered in England and Wales under number 07251471 and registered as an investment company under Section 833 of the Companies Act 2006)
NOTICE IS HEREBY GIVEN that a general meeting of POLAR CAPITAL GLOBAL HEALTHCARE TRUST PLC will be held at the offices of Polar Capital LLP, 16 Palace Street, London SW1E 5JD, at 9.00 a.m. on Thursday, 27 November 2025 to consider and, if thought fit, to pass the following resolutions:
Save where the context requires otherwise, capitalised terms used in this notice shall have the same meanings given to them in the Company's Circular dated 22 October 2025 (the "Circular") (of which this notice forms part).
By order of the Board Registered Office: Tracey Lago, FCG 16 Palace Street For and on behalf of London Polar Capital Secretarial Services Limited SW1E 5JD Company Secretary United Kingdom
Dated: 22 October 2025
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