Quarterly Tender Offer

CT Healthcare Trust PLC

07 August 2026

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7 August 2026

CT Healthcare Trust plc (the "Company")

Quarterly Tender Offer for up to 15 per cent. of the issued share capital in the Company with Matching Facility

The Company announces its second quarterly tender offer since the appointment of Columbia Threadneedle as the Company's AIFM and investment manager on 5 March 2026 (the "Tender Offer"). The Tender Offer is being made in respect of up to 15 per cent. of the Company's issued share capital (excluding any Shares held in treasury) at a price per Share equal to the prevailing Net Asset Value per Share as at 1 September 2026 less the Tender Offer Expenses per Share (the "Tender Price").

Terms used in this announcement shall have the same meaning as set out in the circular in respect of the Tender Offer (the "Circular") being published later this morning. 

Reasons for the Tender Offer

As described in the Company's circular to Shareholders dated 12 February 2026, the Board intends to continue to arrange quarterly tender offers for up to 15 per cent. of the Company's issued share capital (excluding Shares held in treasury) unless the Board considers it to be in the best interests of the Company at the relevant time not to make such a tender offer. Under the Tender Offer, Shareholders (other than Restricted Shareholders and any Sanctions Restricted Persons) may tender for purchase all or part of their holdings of Shares for cash.

The Tender Offer is available to Eligible Shareholders on the Register as at the Record Date, which is 6.00 p.m. on 7 August 2026.

The Tender Offer is conditional, upon other things, on the passing of the special resolution set out in the notice of General Meeting set out at the end of the Circular.

Company performance and outlook

Columbia Threadneedle was appointed as the Company's AIFM and investment manager on 5 March 2026, following Shareholder approval. From that date to 31 July 2026 (being the latest practicable date prior to the publication of this announcement), the Company's Net Asset Value per Share and Share price total returns were 5.6 per cent. and 12.4 per cent. respectively. The Sterling total return of the MSCI World Healthcare Index during the same period was 1.5 per cent. Shareholders should note that unlike many of its peers, which are managed with reference to a benchmark, the Company aims to generate positive total returns with lower volatility than healthcare equity markets. Accordingly, the MSCI World Healthcare Index is provided for reference purposes only and should not be regarded as the Company's benchmark.

Since the conclusion of the Company's first quarterly tender offer on 3 June 2026, the Company's Share price has traded within a range of a 7.6 per cent. discount and a 1.2 per cent. premium to the Company's Net Asset Value per Share. The average discount to prevailing NAV per Share at which the Shares have traded since the completion of the last tender offer is 4.6 per cent. As at 31 July 2026, being the latest practicable date before the publication of this announcement, the Company's share price discount to NAV was 2.6 per cent.

The Company's portfolio is managed in line with Columbia Threadneedle's established global healthcare strategy (the "Strategy"). Since the Strategy's inception on 1 July 2023 to 31 March 2026 (33 months), it has delivered a Sterling total return of 147.1 per cent.[1] This return is significantly ahead of the 11.5 per cent. Sterling total return from the MSCI World Healthcare Index over the same 33 months.

Healthcare equities have historically exhibited wide performance dispersion, with outcomes often driven by innovation cycles, clinical trial results and regulatory developments. This dynamic environment creates opportunities for active management through the identification of potential winners and laggards. The sector is also supported by long-term structural growth drivers, including ageing populations, rising prevalence of chronic disease and the essential nature of healthcare services. These themes are reinforced by ongoing innovation in areas such as gene and cell therapy, precision medicine, and digital health and artificial intelligence, alongside sustained merger and acquisition activity.

The Board is pleased with the investment performance achieved since transitioning the Company's management mandate to Columbia Threadneedle. The Directors believe that a disciplined, risk-adjusted investment approach within an investment trust structure provides an attractive solution for investors seeking diversified exposure to the healthcare sector.

The Tender Offer and Tender Price

Under the terms of the Tender Offer, which is being made by J.P. Morgan Cazenove, as principal, Shareholders (other than Restricted Shareholders and any Sanctions Restricted Persons) will be able to tender up to 15 per cent. of the Shares registered in their name on the Register as at the Record Date (the "Basic Entitlement"), rounded down to the nearest whole number of Shares. Shareholders will also have the option to tender additional Shares to the extent that other Shareholders tender less than their Basic Entitlement. Any such excess tenders will be satisfied pro rata in proportion to the amount tendered in excess of the Basic Entitlement (rounded down to the nearest whole number of Shares).

The maximum number of Shares to be acquired under the Tender Offer is 6,998,907 Shares, representing 15 per cent. of the Shares in issue (excluding any Shares held in treasury) as at 5 August 2026, being the latest practicable date prior to the publication of the Circular (the "Available Shares").

An Eligible Shareholder tendering up to its Basic Entitlement will have its tender satisfied in full. Any Eligible Shareholder tendering more than its Basic Entitlement ("Excess Applications") will have its Excess Application satisfied if there are sufficient remaining Available Shares. Such Available Shares shall be apportioned to Eligible Shareholders pro rata to their Excess Applications should other Eligible Shareholders not tender the full amount of their Basic Entitlement and as a result of certain Overseas Shareholders and any Sanctions Restricted Persons not being permitted to participate in the Tender Offer.

The Tender Price will be equal to the Net Asset Value per Share as at the Calculation Date, less an amount per Share in respect of the costs and expenses of the Tender Offer (as determined by the Board), including any fees, commissions and/or stamp duty payable by the Company in connection with the Tender Offer, capped at an aggregate amount equal to 5 per cent. of the Company's NAV as at the Calculation Date (the "Tender Offer Expenses per Share").

In making the Tender Offer, J.P. Morgan Cazenove will purchase the Shares which have been validly tendered, as principal, by means of an on-market purchase from tendering Shareholders.

The repurchase of Shares by the Company will be funded by the sale of investments in the Company's investment portfolio.

Subject to the Tender Offer becoming unconditional and the acquisition of the Shares pursuant to the Tender Offer by J.P. Morgan Cazenove, payment of the Tender Price due to Shareholders whose tenders under the Tender Offer have been accepted will be made by Sterling cheque or by CREST payment, as appropriate, as soon as practicable following the acquisition of successfully tendered Shares by J.P. Morgan Cazenove, as described in greater detail in the Circular.

If, in the Board's opinion, it is impractical or inappropriate, as a result of market conditions, to dispose of investments held by the Company or otherwise to raise finance to enable it to fund the repurchase of all of the Shares that are to be repurchased by it pursuant to the Repurchase Agreement without materially harming the interests of Shareholders as a whole or if the completion of the Tender Offer would have unexpected adverse fiscal consequences for the Company or its Shareholders, the Tender Offer may be terminated or the closing of the Tender Offer may be deferred by up to 10 Business Days. If the closing of the Tender Offer is deferred to a subsequent date and such circumstances continue to exist at that subsequent date, the Tender Offer will lapse on that date as described in further detail in the Circular.

Further information on the terms and conditions of the Tender Offer, how to participate and how to tender Shares are set out in the Circular.

Matching Facility

Under the Matching Facility to be established and operated by J.P. Morgan Cazenove, the aggregate Tender Price for such number of Shares as Incoming Investors agree to acquire will form part of the cash proceeds paid to tendering Shareholders for their successfully tendered Shares.

Any Shares not sold by J.P. Morgan Cazenove to Incoming Investors will be repurchased by the Company pursuant to the Repurchase Agreement at the Tender Price by way of an on-market transaction on the main market for listed securities of the London Stock Exchange. The Shares which the Company acquires from J.P. Morgan Cazenove will be cancelled or held in treasury.

Incoming Investors will be responsible for paying all On-Sale Expenses in connection with their acquisition of Shares, including applicable stamp duty or stamp duty reserve tax. All successfully tendering Shareholders will receive the full Tender Price in respect of all validly tendered Shares.

The number of Shares available under the Matching Facility will depend on the number of Shares tendered under the Tender Offer.

Tendering Shareholders will receive the Tender Price in cash in consideration for the purchase of any Shares successfully tendered by them, whether their Shares are sold to Incoming Investors or are purchased by the Company.

Overseas Shareholders and Sanctions Restricted Persons

The making of the Tender Offer to persons outside the United Kingdom or the United States may be prohibited or affected by the laws of the relevant overseas jurisdictions. Shareholders with registered or mailing addresses outside the United Kingdom or the United States or who are citizens or nationals of, or resident in, a jurisdiction other than the United Kingdom or the United States should read carefully the sections of the Circular directed at Overseas Shareholder

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 is not being made to Shareholders who are resident in, or citizens of, Australia, Canada, Japan, South Africa, or any other Restricted Jurisdiction to avoid breaching applicable local laws relating to the implementation of the Tender Offer nor to Sanctions Restricted Persons to avoid breaching sanctions imposed by any Sanctions Authority. Accordingly, copies of the Tender Form are not being and must not be mailed or otherwise distributed in or into Australia, Canada, Japan, South Africa, or any other Restricted Jurisdiction or to Sanctions Restricted Persons.

Takeover Code

Introduction

Shareholders should note the following important information relating to certain provisions of the Takeover Code, which will be relevant to purchases of Shares after the date of this announcement.

The Takeover Code applies to the Company. Under Rule 9 of the Takeover Code, any person who acquires an interest in shares which, taken together with shares in which that person or any person acting in concert with that person is interested, carry 30 per cent. or more of the voting rights of a company which is subject to the Takeover Code is normally required to make an offer to all the remaining shareholders to acquire their shares.

Similarly, when any person, together with persons acting in concert with that person, is interested in shares which in the aggregate carry not less than 30 per cent. of the voting rights of such a company but does not hold shares carrying more than 50 per cent. of the voting rights of the company, an offer will normally be required if such person or any person acting in concert with that person acquires a further interest in shares which increases the percentage of shares carrying voting rights in which that person is interested.

Further, under Rule 37.1 of the Takeover Code, when a company redeems or purchases its own shares, any resulting increase in the percentage of voting rights carried by the shares in which a person, or group of persons acting in concert, is interested will be treated as an acquisition of interests in shares carrying voting rights for the purpose of Rule 9.1.

It is possible that, on completion of the Tender Offer, the proportionate size of the shareholding of one or more Shareholders could increase so that they hold 30 per cent. or more of the voting rights of the Company following implementation of the Tender Offer.

CTI Concert Party

For the purposes of the Takeover Code, Threadneedle Asset Management Holdings Limited and its Concert Parties, including the Company's AIFM and investment manager CTIBL (the "CTI Concert Party"), are regarded as being interested in Shares carrying, in aggregate, 24.86 per cent. of the voting rights in the Company as at 31 July 2026 (being the latest practicable date prior to the publication of this announcement). The CTI Concert Party's shareholding comprises 10,357,099 Shares held by Threadneedle Asset Management Holdings Limited ("TAMHL") and 1,242,141 Shares owned by certain investment funds managed on a discretionary basis by CTIBL. Accordingly, it is possible that, following the Tender Offer, the percentage of the Shares in which the CTI Concert Party is interested could increase to represent 30 per cent. or more of the voting rights of the Company.

In light of the above, in order to remove the risk of the CTI Concert Party being required to make a mandatory offer for the Company under Rules 9 and 37 of the Takeover Code as a result of the Tender Offer, TAMHL has agreed to tender such number of Shares in the Tender Offer as will result in the CTI Concert Party being interested in less than 30 per cent of the voting rights in the Company following completion of the Tender Offer.

Persons other than the CTI Concert Party

Rule 37.1(c) of the Takeover Code states that the Panel will normally grant a dispensation from the obligation on a person (who is not a director or a person acting in concert with a director or an investment manager or investment adviser to the company) who comes to exceed the limits in Rule 9.1 in consequence of a company's redemption or purchase of its own shares to make a mandatory offer under Rule 9 of the Takeover Code unless that person, or any person acting in concert with it, acquired an interest in shares at a time when they had reason to believe that a specific redemption or purchase of its own shares by the Company would take place. Any person who acquires Shares following publication of this Circular or who participates in the Matching Facility does so in the knowledge that the Company is making the Tender Offer available to Shareholders. As a result, Rule 37.1(c) will apply such that the dispensation normally granted by the Panel from making a mandatory offer under Rule 9.1 will not be available to any such person in respect of its holding of Shares.

As at 5 August 2026 (being the last practicable date prior to publication of this announcement), other than the CTI Concert Party, the Company is not aware of any Shareholder whose voting rights in the Company could equal or exceed 30 per cent. of the Company's total voting rights following the Tender Offer should such Shareholder choose not to tender into the Tender Offer, so long as the relevant Shareholder does not acquire further Shares (whether through on-market purchases or through the acquisition of On-Sale Shares under the Matching Facility).

Shareholders should note that, under the terms and conditions of the Tender Offer, the Board has the ability to terminate the Tender Offer if it has become aware that, if it were to proceed, one or more continuing Shareholders would, as a result of the Tender Offer, be required to make an offer under Rule 9 of the Takeover Code.

Taxation

Eligible Shareholders who sell Shares in the Tender Offer may, depending on their individual circumstances, incur a liability to taxation. The Circular sets out a general guide to certain aspects of current UK taxation law and HMRC published practice.

Share buyback programme

The Company's authority to repurchase Shares, which was granted at the annual general meeting of the Company held on 28 April 2026 in respect of Shares representing 14.99 per cent. of the Company's issued share capital as at the date of that meeting, will remain in force and be unaffected by the Tender Offer. The Company may, in the Board's discretion, continue to make on-market purchases of Shares pursuant to the Company's Share buyback programme in the period between the publication of this announcement and the Closing Date.

Any such purchases by the Company of its own Shares shall be undertaken in accordance with UKLR 9.6.2 and notified to Shareholders by an announcement through an RIS provider in accordance with UKLR 9.6.6 and the Disclosure Guidance and Transparency Rules of the FCA.

General Meeting

The implementation of the Tender Offer and the Matching Facility requires the approval of Shareholders.

A notice convening a general meeting which is to be held at the offices of Columbia Threadneedle, 78 Cannon Street, London EC4N 6AG on 2 September 2026 at 11.00 a.m. (the "General Meeting") is set out at the end of the Circular. At the General Meeting, a special resolution will be proposed to approve the purchase from J.P. Morgan Cazenove of Shares successfully tendered and acquired by it under the Tender Offer pursuant to the Repurchase Agreement and an ordinary resolution will also be proposed in respect of the sale of the On-Sale Shares under the Matching Facility to Incoming Investors at a price equal to the Tender Price.

The Tender Offer is not conditional on the passing of the ordinary resolution in respect of the sale of On-Sale Shares under the Matching Facility.

Recommendation

The Board considers the proposed Tender Offer to be in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of both Resolutions to be proposed at the General Meeting.

The Directors intend to vote in favour of each of the Resolutions in respect of their holdings of Shares, amounting to 192,964 Shares in aggregate (representing approximately 0.41 per cent. of the issued share capital of the Company as at 5 August 2026, being the last practicable date prior to publication of this announcement, excluding Shares held in treasury).

Board intentions in relation to the Tender Offer

The Directors make no recommendation to Shareholders as to whether they should tender Shares in the Tender Offer. Whether Shareholders decide to tender Shares will depend, among other things, on their view of the Company's prospects and their own individual circumstances, including their tax position. Shareholders who are in any doubt as to the action they should take should consult an appropriate independent professional adviser.

No Director will tender Shares in the Tender Offer.

Expected Timetable

Tender Offer opens	7 August 2026
Record Date for the Tender Offer	6.00 p.m. on 7 August 2026
Latest time and date for receipt of Forms of Proxy for the General Meeting	11.00 a.m. on 28 August 2026
Latest time and date for receipt of Tender Forms and submission of TTE Instructions from Eligible Shareholders	1.00 p.m. on 28 August 2026
Calculation Date (being the date of the NAV on which the Tender Price is based)	Close of business on 1 September 2026
General Meeting	11.00 a.m. on 2 September 2026
Results of General Meeting announced	2 September 2026
Results of Tender Offer announced	2 September 2026
Tender Price announced	2 September 2026
Purchase of Shares successfully tendered under the Tender Offer by J.P. Morgan Cazenove and sale of On-Sale Shares to Incoming Investors under the Matching Facility	16 September 2026
Payments through CREST made and CREST accounts settled	as soon as practicable, and by no later than 10 Business Days after the acquisition of successfully tendered Shares by J.P. Morgan Cazenove
Balancing share certificates and cheques dispatched to certificated Shareholders	as soon as practicable, and by no later than 10 Business Days after the acquisition of successfully tendered Shares by J.P. Morgan Cazenove

All references are to local time in London on the day in question.

The dates set out in the expected timetable may be adjusted by the Company (in consultation with J.P Morgan Cazenove), in which event details of the new dates will be notified to Shareholders via an announcement made by the Company through a Regulatory Information Service.

Publication of Circular

The Circular, which contains the full terms and conditions of the Tender Offer, instructions to Eligible Shareholders on how to tender their Shares should they choose to do so, is being posted to Eligible Shareholders.

A copy of the Circular will shortly be available to view on the Company's website at www.cthealthcaretrust.co.uk.

A copy of the Tender Offer circular has been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM

For further information, please contact:      

CT Healthcare Trust plc
Sarah MacAulay, Chairman
Columbia Threadneedle	+44 (0) 207 464 5000
Marrack Tonkin, Head of Investment Trusts
JP Morgan Cazenove	+44 (0) 20 3493 8000
William Simmonds / Rupert Budge
Company Secretary

Columbia Threadneedle Investments +44 (0) 131 573 8372
Scott McEllen

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