Target Healthcare REIT : Prospectus (February 2021)

Target Healthcare REIT plc

Prospectus

12 February 2021

Investment Manager:

Target Fund Managers Limited

Sole Bookrunner and Financial Adviser:

Stifel Nicolaus Europe Limited

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other independent financial advisor authorised under the Financial Services and Markets Act 2000 ("FSMA") immediately.

If you have sold or otherwise transferred your Ordinary Shares in Target Healthcare REIT plc (the "Company") please forward this document and the accompanying Circular and Form of Proxy at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for onward delivery to the purchaser or transferee. If you have sold or otherwise transferred only part of your holding of Ordinary Shares, you should retain these documents and consult the stockbroker, bank or other agent through whom the sale or transfer was effected.

This document comprises a prospectus relating to the Company. This document has been approved by the Financial Conduct Authority (the "FCA"). The FCA only approves this document as meeting the standards of completeness, comprehensibility and consistency imposed by the UK Prospectus Regulation. Such approval should not be considered as an endorsement of the issuer that is the subject of this Prospectus, nor should it be considered as an endorsement of the quality of the securities that are the subject of this Prospectus. This document has been drawn up as part of a simplified prospectus in accordance with Article 14 of the UK Prospectus Regulation. Investors should make their own assessment as to the suitability of investing in the Ordinary Shares. This document will be made available to the public in accordance with the UK Prospectus Regulation by being made available atwww.targethealthcarereit.co.uk.

The Directors of the Company, whose names appear on page 29 of this document, and the Company each accept responsibility for the information contained in this document. To the best of the knowledge of the Directors and the Company, the information contained in this document is in accordance with the facts and this document does not omit anything likely to affect the import of such information.

Potential investors should read this entire document and, in particular, the section headed "Risk Factors" set out on pages 12 to 18 of this document, when considering an investment in the Company.

TARGET HEALTHCARE REIT PLC

(a company incorporated in England and Wales with registered number 11990238 and registered as an investment company under section 833 of the Companies Act 2006)

Initial Placing, Offer for Subscription, Intermediaries Offer and

Placing Programme of up to 150 million New Shares

Sponsored by

Sole Bookrunner and Financial Adviser

Dickson Minto W.S.

Stifel Nicolaus Europe Limited

Applications will be made to the FCA for the New Shares to be admitted to the premium segment of the Official List and to the London Stock Exchange for the New Shares to be admitted to trading on the Main Market. It is expected that such admissions will become effective, and dealings in the New Shares will commence, during the period from 3 March 2021 to 11 February 2022.

The Proposals are not being made, directly or indirectly, in or into, or by the use of the mails, or by any means or instrumentality (including, without limitation, facsimile transmission, telex and telephone) of interstate or foreign commerce, or of any facility of a national securities exchange, of Canada, Australia, Japan, New Zealand, the Republic of South Africa, any EEA State (other than to professional investors in the Netherlands or the Republic of Ireland) or any other Restricted Jurisdiction. Accordingly, copies of this document are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from Canada, Australia, Japan, New Zealand, the Republic of South Africa, any EEA State (other than to professional investors in the Netherlands or the Republic of Ireland) or any other Restricted Jurisdiction, or to, or for the account or benefit of, any resident of Canada, Australia, Japan, New Zealand, the Republic of South Africa, any EEA State (other than to professional investors in the Netherlands or the Republic of Ireland) or any other Restricted Jurisdiction and persons receiving this document (including custodians, nominees and trustees) must not mail or otherwise distribute or send it in, into or from such jurisdictions. The New Shares have not been and will not be registered under any of the relevant securities laws of any state of Canada, Australia, Japan, New Zealand, the Republic of South Africa, any EEA State (other than notification in respect of professional investors in the Netherlands or the Republic of Ireland) or any other Restricted Jurisdiction. Accordingly, unless an exemption under such act or laws is applicable, the New Shares may not be offered, sold or delivered directly or indirectly in or into Canada, Australia, Japan, New Zealand, the Republic of South Africa, any EEA State (other than to professional investors in the Netherlands or the Republic of Ireland) or any other Restricted Jurisdiction. This document does not constitute, and may not be used for the purposes of, an offer or solicitation to anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation.

Subject to certain exceptions, this document and the Application Form should not be distributed, forwarded or transmitted in or into the United States or in or into any jurisdiction or to any person where the extension or availability of the Initial Placing, Offer for Subscription, Intermediaries Offer and Placing Programme would breach any applicable law.

The New Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under the securities laws of any state or other jurisdiction of the United States and, subject to certain exceptions, may not be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, in, into or within the United States or to, or for the account of, any US Person. There will be no public offer of the New Shares in the United States. The New Shares are being offered and sold (i) outside the United States to non-US Persons in "offshore transactions" as defined in and pursuant to Regulation S under the US Securities Act ("Regulation S") and (ii) as part of the Initial Placing and Placing Programme, within the United States (or otherwise to US Persons) to a limited number of persons that are both "qualified institutional buyers" ("QIBs"), as defined in Rule 144A under the US Securities Act ("Rule 144A") and "qualified purchasers" ("QPs") as defined in Section 2(a)(51) of the US Investment Act of 1940, as amended (the "US Investment Company Act") pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. The Company has not been and will not be registered under the US Investment Company Act, and investors will not be entitled to the benefits of that Act. For a description of these and certain further restrictions on offers, sales and transfers of the New Shares and the distribution of this document, see Part 4 of this document.

Until the expiry of 40 days after the commencement of the Initial Placing, Offer for Subscription, Intermediaries Offer and/or the Placing Programme (as applicable), an offer or sale of New Shares within the United States by a dealer (whether or not it is participating in the Initial Placing, Offer for Subscription, Intermediaries Offer or the Placing Programme) may violate the registration requirements of the US Securities Act if such offer or sale is made otherwise than in accordance with an applicable exemption from registration under the US Securities Act.

The New Shares have not been approved or disapproved by the United States Securities and Exchange Commission, any state securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the New Shares or the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States.

Dickson Minto W.S., which is authorised and regulated in the United Kingdom by the FCA, is the sponsor and solicitor to the Company. Dickson Minto W.S. is acting exclusively for the Company and for no one else in relation to the Proposals. Apart from the responsibilities and liabilities, if any, which may be imposed on Dickson Minto W.S. by FSMA or the regulatory regime established thereunder, Dickson Minto W.S. will not be responsible to anyone other than the Company for providing the protections afforded to clients of Dickson Minto W.S. nor for advising any other person in relation to the Proposals or any transaction contemplated in or by this document.

Stifel Nicolaus Europe Limited, which is authorised and regulated in the United Kingdom by the FCA, is the placing agent to the Company. Stifel Nicolaus Europe Limited is acting exclusively for the Company and for no one else in relation to the Initial Placing and Placing Programme. Apart from the responsibilities and liabilities, if any, which may be imposed on Stifel Nicolaus Europe Limited by FSMA or the regulatory regime established thereunder, Stifel Nicolaus Europe Limited will not be responsible to anyone other than the Company for providing the protections afforded to clients of Stifel Nicolaus Europe Limited nor for advising any other person in relation to the Proposals or any transaction contemplated in or by this document.

The Company consents to the use of this document by the Intermediaries in connection with the Intermediaries Offer in the United Kingdom on the following terms: (i) in respect of Intermediaries who are appointed by the Company on or prior to the date of this document, from the date of this document; and (ii) in respect of Intermediaries who are appointed by the Company after the date of this document, from the date on which they are appointed to participate in the Intermediaries Offer and agree to adhere to and be bound by the Intermediaries Terms and Conditions, in each case until the closing of the Intermediaries Offer.

The offer period, within which any subsequent resale or final placement of securities by Intermediaries can be made and for which consent to use this Prospectus is given, commences on 12 February 2021 and closes at 11.00 a.m. on 24 February 2021, unless closed prior to that time and/or date (any such earlier closure will be announced through a Regulatory Information Service). The Company and the Directors accept responsibility for the information contained in this Prospectus with respect to any purchaser of Ordinary Shares pursuant to the Intermediaries Offer.

Any Intermediary that uses this document must state on its website that it is using this document in accordance with the Company's consent and the conditions attached thereto. Intermediaries arerequired to provide the terms and conditions of any subsequent resale or final placement of securities

• to any prospective investor who has expressed an interest in participating in the Intermediaries Offer

• to such Intermediary at the time of the offer by the Intermediary. Any application made by investors

• to any Intermediary is also subject to the terms and conditions imposed by such Intermediary.

No person has been authorised by the Company to issue any advertisement or to give any information or to make any representations in connection with the Proposals other than those contained in this document and, if issued, given or made, such advertisement, information or representation must not be relied upon as having been authorised by the Company.

Potential investors should consult their stockbroker, bank manager, solicitor, accountant or other suitably qualified and independent financial adviser before investing in the Company.

12 February 2021

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