
Polar Capital Global Healthcare Trust plc • Annual Report and Financial Statements 2025104
History, Structure and Fees
The Company was incorporated as Polar Capital Global
Healthcare Growth and Income Trust plc on 12 May 2010.
On 15 June 2010 the Company issued 89,000,000 ordinary
shares of 25p each and 17,800,000 subscription shares of
1p each which were admitted to trading on the Main Market
of the London Stock Exchange. The original subscription
price for each ordinary share was £1 and the Net Asset Value
(NAV) per share on 15 June 2010 was 98p (after launch
costs). The subscription share rights expired on 31 January
2014, following the issue of 17,800,000 ordinary shares. The
subscription shares were subsequently cancelled.
On 20 June 2017 the Company was reconstructed and the
name was changed to Polar Capital Global Healthcare Trust
plc. As part of the reconstruction, a 100% tender offer
was made to shareholders of which 21.8% was accepted
resulting in 26,299,042 ordinary shares being bought back
by the Company; the Company also offered new ordinary
shares in the form of an issue and placing which resulted in
27,798,298 new ordinary shares being created. As part of
the reconstruction and change of investment strategy, the
Company created a wholly owned subsidiary, PCGH ZDP
Plc (the ‘subsidiary’) which was created to provide structural
gearing to the Company through the placing of Zero
Dividend Preference shares (‘ZDP shares’).
The subsidiary was incorporated on 30 March 2017 and issued
50,000 ordinary shares of £1 each which were subscribed
by the Company and fully paid up. On 19 June 2017 the
subsidiary issued 32,128,437 ZDP shares at 100p each.
As mentioned above, the subsidiary was created as part
of the Company’s restructure in 2017 with a limited life of
seven years, for the sole purpose of providing a loan to the
Company. Following repayment of the loan advanced, PCGH
ZDP plc was placed into liquidation on 19 June 2024 in
accordance with the Articles of Association.
At the Company’s General Meeting held on 27 November
2025, Shareholders approved changes to the Company’s
Articles of Association to remove the fixed life and extend the
Company’s life indefinitely. The revised Articles of Association
require the Company to make future tender offers at five
yearly intervals, with the first to commence on or before
31 March 2031.
IMA Termination Arrangements
The IMA may be terminated by either party giving 12 months’
notice. The IMA may be terminated earlier by the Company
with immediate effect on the occurrence of certain events,
including: (i) if an order has been made or an effective
resolution passed for the liquidation of the Investment
Manager; (ii) if the Investment Manager ceases or threatens
to cease to carry on its business; (iii) where the Company is
required to do so by a relevant regulatory authority; (iv) on the
liquidation of the Company; or (v) subject to certain conditions,
where the Investment Manager commits a material breach
of the IMA. In the event the IMA is terminated before the
expiry of the Company’s fixed life then, except in the event of
termination by the Company for certain specified causes, the
management fee will be calculated pro rata for the period up
to and including the date of termination.
Share Capital, Voting Rights and
Transferability
The Company’s share capital is divided into ordinary shares of
25p each. At the year end, there were 124,149,256 ordinary
shares in issue (2024: 124,149,256 ordinary shares), of which
2,879,256 (2024: 2,879,256) were held in treasury by the
Company.
As mentioned above, in substitution of the fixed life, tender
offer proposals were made to Shareholders in November
2025 as a result of which, the Company bought back
27,253,026 ordinary shares, and these were placed into
treasury. Following this tender offer buyback, the Company’s
issued share capital is 124,149,256, of which 30,132,282 is
held in treasury.
Subsequent to the tender offer and repurchase of the shares,
the Board was further delighted to see some immediate
demand, resulting in the reissuance of 525,000 shares out of
treasury from those tendered, at an average price of 418.65p
per share.
Ordinary shares carry voting rights which are exercised on a
show of hands at a meeting, where each shareholder has one
vote, or on a poll, where each share has one vote. Ordinary
shares held in treasury carry no voting rights. Arrangements
for the casting of proxy votes are provided when a notice of
meeting is issued.
Any shares in the Company may be held in uncertificated
form and, subject to the Articles, title to uncertificated
shares may be transferred by means of a relevant
system. Further information can be found in the Articles
of Association available on the Company’s website
www.polarcapitalglobalhealthcaretrust.co.uk. The Company
is not aware of arrangements to restrict the votes or
transferability of its shares.
Subscription Shares Tax Implications
The base ‘cost’ for UK tax purposes of the subscription
shares is a proportion of the issue price paid for the ordinary
shares to which the subscription shares were attached. The
apportionment is made by reference to the respective market
values of the ordinary shares and subscription shares at the
close of business on 15 June 2010, the day the ordinary and
subscription shares were admitted to trading. The market value
Corporate Information - Other