Target Healthcare REIT — Rental income continuing to drive returns

Target Healthcare REIT (LSE: THRL)

Last close As at 20/12/2024

GBP0.82

−2.20 (−2.61%)

Market capitalisation

GBP510m

More on this equity

Research: Real Estate

Target Healthcare REIT — Rental income continuing to drive returns

Target Healthcare REIT’s Q125 update shows indexed rent reviews driving increased earnings and property values. Tenant profitability remains strong, reflected in high levels of rent cover and rent collection. The rate of quarterly dividends has increased 3% from the start of FY25 and is well covered by adjusted earnings.

Martyn King

Written by

Martyn King

Director, Financials

Real Estate

Target Healthcare REIT

Rental income continuing to drive returns

Q125 update

Real estate

30 October 2024

Price

90p

Market cap

£557m

Net debt at 30 September 2024

£209.1m

Net LTV at 30 September 2024

22.8%

Shares in issue

620.2m

Free float

100%

Code

THRL

Primary exchange

LSE

Secondary exchange

N/A

Share price performance

%

1m

3m

12m

Abs

(1.3)

12.0

26.8

Rel (local)

0.1

13.3

11.1

52-week high/low

91.7p

72.0p

Business description

Target Healthcare REIT invests in modern, purpose-built residential care homes in the UK let on long leases to high-quality care providers. It selects assets according to local demographics and intends to pay increasing dividends underpinned by structural growth in demand for care.

Next events

H125 results

Expected February 2025

Analyst

Martyn King

+44 (0)20 3077 5700

Target Healthcare REIT is a research client of Edison Investment Research Limited

Target Healthcare REIT’s Q125 update shows indexed rent reviews driving increased earnings and property values. Tenant profitability remains strong, reflected in high levels of rent cover and rent collection. The rate of quarterly dividends has increased 3% from the start of FY25 and is well covered by adjusted earnings.

Year end

Rental
income (£m)

Adjusted earnings* (£m)

Adjusted
EPS* (p)

NAV**/
share (p)

DPS
(p)

P/NAV
(x)

Yield
(%)

06/23

67.7

37.2

6.0

104.5

6.18

0.86

6.9

06/24

69.6

38.0

6.1

110.7

5.71

0.81

6.4

06/25e

70.1

38.7

6.2

113.8

5.88

0.79

6.6

06/26e

72.8

39.0

6.3

119.4

6.00

0.75

6.7

Note: *Adjusted earnings exclude revaluation movements, non-cash income arising from the accounting treatment of lease incentives and guaranteed rent review uplifts and acquisition costs, and include development interest under forward fund agreements. **NAV is net tangible assets throughout this report.

Gains in earnings and asset values

In the three months to 30 September (Q125), EPRA net tangible assets (NTA) per share increased by 0.9% to 111.7p, with adjusted EPRA EPS of 1.55p and a fully covered DPS of 1.471p. The 3% increase in Q125 DPS versus Q424 reflects the increased guidance provided with the FY24 results and is reflected in our forecasts. We expect further fully covered DPS growth in FY26 and now forecast 6.0p, an unchanged 2% uplift. Adjusting for the Q424 DPS paid (but not reinvested), the three-month EPRA NTA return was 2.2% (FY24: 11.4%). Tenants continue to perform well and rent cover for mature homes (90% of the total) for the June quarter (the most recent quarter of tenant data) was 2.0x (March quarter: 1.9x).

Sustainable earnings and social benefits

Within a structurally supported sector, Target’s investment case is differentiated by its unwavering focus on asset quality. It invests in modern, purpose-built properties that are appealing to residents (two-thirds private pay), support operators in providing better, more efficient and more effective care, and provide sustainable, long-term investment income. 99% of its homes are EPC rated A or B (100% EPC C and above) and compliant with the minimum energy efficiency standards anticipated to apply from 2030. More than 99% of its rooms have full en-suite wet-room facilities (compared with little more than 30% for the sector). For 2023, Target’s GRESB sustainability benchmark score increased to 71 versus a peer average of 65, placing it second among its peer group and seventh in the listed healthcare segment.

Valuation: Attractive yield with NAV upside

The FY25 DPS target represents an attractive yield of 6.6%. In addition to continuing DPS uplifts we expect NAV to increase, driven by rent indexation, with a potential additional benefit from any property yield tightening. Meanwhile the shares trade at an almost 24% discount to the September EPRA NTA per share.

Additional details on the NAV update and forecast changes

The portfolio EPRA topped-up net initial yield has been stable throughout the past year at c 6.2%, allowing annually indexed rental growth to be reflected in property revaluation gains and NAV growth as well as income. Strong sector fundamentals and declining interest rates indicate scope for yields to tighten, particularly for good quality assets. Rents are reviewed annually and are mostly Retail Price Index linked, capped and collared at between 2% and 4% and in Q125, contracted rent roll and property values each increased by 0.6% on a like-for-like basis. Rent reviews settled in the period were at an average 3.0% uplift, reflecting the moderation in inflation. Looking ahead, in addition to indexation, rent roll will get a £1.4m pa uplift as the two properties under development reach completion in coming weeks.

Exhibit 1: Quarterly NAV total return performance

Q124

Q224

Q324

Q424

FY24

Q125

Pence per share unless stated otherwise

Sep-23

Dec-23

Mar-24

Jun-24

Jun-24

Sep-24

Opening NAV

104.50

105.60

106.70

109.00

104.50

110.70

Closing NAV

105.6

106.7

109

110.7

110.7

111.7

DPS paid

1.4

1.428

1.428

1.428

5.684

1.428

Dividend return

1.3%

1.4%

1.3%

1.3%

5.4%

1.3%

Capital return

1.1%

1.0%

2.2%

1.6%

5.9%

0.9%

NAV total return

2.4%

2.4%

3.5%

2.9%

11.4%

2.2%

Source: Target Healthcare REIT, Edison Investment Research

With the FY24 results, the company lifted its targeted growth in FY25 to 3% or an annualised 5.88p per share. We have adjusted our forecasts accordingly and continue to expect DPS to grow a further 2% in FY26.

The other key adjustment to our forecasts relates to the end-June disposal of four care homes for £44.5m at a premium to book value, generating an FY24 net disposal gain of £1.9m. While the homes had performed well since being acquired by Target as part of the significant portfolio transaction in late 2021, their sale enhanced key portfolio average metrics such as age, floor space and unexpired lease term. With the proceeds being used to reduce its use of more expensive debt, the sale has no impact on our revised forecasts.

Exhibit 2: Forecast revisions

New forecast

Previous forecasts

Forecast change

£m unless stated otherwise

FY25e

FY26e

FY25e

FY26e

FY25e

FY26e

Cash rental income

59.5

62.1

62.2

64.6

(2.7)

(2.5)

Credit loss allowance

(0.6)

(0.6)

(0.6)

(0.6)

0.0

0.0

Expenses

(10.9)

(11.2)

(10.8)

(11.2)

(0.0)

0.0

Net finance costs

(9.4)

(11.3)

(12.2)

(13.8)

2.8

2.5

Gain on disposal

0.0

Development interest under forward fund agreements

0.1

0.0

0.3

0.0

(0.2)

0.0

Adjusted earnings

38.7

39.0

38.7

39.0

(0.0)

0.0

Development interest under forward fund agreements

(0.1)

0.0

(0.3)

0.0

0.2

0.0

Non-cash IFRS adjustments

10.7

10.7

11.1

11.1

(0.5)

(0.4)

EPRA earnings

49.3

49.7

49.6

50.1

(0.3)

(0.4)

EPRA EPS (p)

7.9

8.0

8.0

8.1

(0.1)

(0.1)

Adjusted EPS (p)

6.2

6.3

6.2

6.3

(0.0)

0.0

DPS declared (p)

5.88

6.00

5.84

5.96

0.0

0.0

EPRA DPS cover (x)

1.35

1.34

1.37

1.36

(0.0)

(0.0)

Adjusted DPS cover (x)

1.06

1.05

1.07

1.05

(0.0)

(0.0)

EPRA NTA per share (‘NAV’) (p)

113.8

119.4

113.7

118.0

0.0

1.4

NAV total return

8.1%

10.2%

9.2%

9.0%

(0.0)

0.0

Source: Edison Investment Research

Exhibit 3: Financial summary

Year to 30 June (£m)

2022

2023

2024

2025e

2026e

INCOME STATEMENT

Rental income excluding guaranteed uplift

48.8

56.4

58.6

59.5

62.1

IFRS adjustment for guaranteed uplifts

10.2

11.3

10.9

10.7

10.7

Other income

4.8

0.1

0.0

0.0

0.0

Total revenue

63.9

67.7

69.6

70.1

72.8

Gains/(losses) on revaluation

5.5

(53.4)

24.7

8.1

22.0

Realised gains/(losses) on disposal

0.0

0.0

1.9

0.0

0.0

Management fee

(7.3)

(7.4)

(7.5)

(7.7)

(7.9)

Credit loss allowance & bad debts

(3.2)

(0.3)

(1.0)

(0.6)

(0.6)

Other expenses

(3.2)

(3.0)

(3.1)

(3.2)

(3.3)

Operating profit

55.7

3.6

84.6

66.7

83.0

Net finance cost

(6.6)

(10.1)

(11.6)

(10.2)

(11.7)

IFRS net result

49.1

(6.6)

73.0

56.5

71.3

Adjust for:

Gains/(losses) on revaluation

(5.6)

54.0

(24.7)

(8.1)

(22.0)

Other EPRA adjustments

(3.9)

0.1

(1.1)

0.8

0.4

EPRA earnings

39.7

47.6

47.2

49.3

49.7

Adjust for fixed/guaranteed rent reviews

(10.2)

(11.3)

(10.9)

(10.7)

(10.7)

Adjust for development interest under forward fund agreements

0.8

1.0

1.8

0.1

0.0

Group adjusted earnings

30.2

37.2

38.0

38.7

39.0

Average number of shares in issue (m)

599.1

620.2

620.2

620.2

620.2

IFRS EPS (p)

8.20

(1.06)

11.77

9.12

11.50

EPRA EPS (p)

6.6

7.7

7.6

7.9

8.0

Adjusted EPS (p)

5.0

6.0

6.1

6.2

6.3

Dividend per share (declared) (p)

6.76

6.18

5.71

5.88

6.00

Dividend cover (EPRA earnings) (x)

0.95

1.24

5.33

1.35

1.34

Dividend cover (adjusted earnings) (x)

0.72

0.97

4.29

1.06

1.05

BALANCE SHEET

Investment properties

857.7

800.2

831.6

847.0

869.1

Other non-current assets

65.9

83.3

91.2

99.8

109.7

Non-current assets

923.6

883.4

922.8

946.8

978.7

Cash and equivalents

34.5

15.4

38.9

28.3

31.2

Other current assets

5.5

9.5

5.7

5.7

5.8

Current assets

40.0

24.8

44.6

34.0

37.0

Bank loan

(231.4)

(227.1)

(240.7)

(246.3)

(246.9)

Other non-current liabilities

(7.1)

(8.1)

(9.9)

(8.5)

(8.5)

Non-current liabilities

(238.5)

(235.1)

(250.6)

(254.8)

(255.4)

Trade and other payables

(26.4)

(18.3)

(27.5)

(19.4)

(19.8)

Current Liabilities

(26.4)

(18.3)

(27.5)

(19.4)

(19.8)

Net assets

698.8

654.8

689.3

706.7

740.6

Adjust for derivative financial liability

(2.3)

(6.9)

(2.8)

(1.0)

(0.2)

EPRA net tangible assets (NTA)

696.5

647.9

686.5

705.7

740.4

Period end shares (m)

620.2

620.2

620.2

620.2

620.2

IFRS NAV per share (p)

112.7

105.6

111.1

113.9

119.4

EPRA NTA per share (p)

112.3

104.5

110.7

113.8

119.4

EPRA NTA total return

7.8%

-1.2%

11.4%

8.1%

10.2%

CASH FLOW

Cash flow from operations

35.6

40.8

52.2

38.4

50.6

Premium paid for interest rate cap

(2.6)

0.0

0.0

0.0

Net interest paid

(5.2)

(8.6)

(9.9)

(8.8)

(10.7)

Tax paid

(0.0)

0.0

0.0

0.0

0.0

Net cash flow from operating activities

30.4

29.7

42.3

29.7

39.9

Purchase of investment properties

(207.0)

(29.3)

(40.9)

(9.0)

0.0

Disposal of investment properties

4.4

25.8

44.3

0.0

0.0

Net cash flow from investing activities

(202.6)

(3.6)

3.4

(9.0)

0.0

Issue of ordinary share capital (net of expenses)

122.5

0.0

0.0

0.0

0.0

(Repayment)/drawdown of loans

104.8

(4.8)

13.0

5.0

0.0

Dividends paid

(39.8)

(40.3)

(35.2)

(36.2)

(37.0)

Other

(1.8)

(0.2)

0.0

0.0

0.0

Net cash flow from financing activities

185.6

(45.2)

(22.2)

(31.2)

(37.0)

Net change in cash and equivalents

13.4

(19.1)

23.5

(10.6)

2.9

Opening cash and equivalents

21.1

34.5

15.4

38.9

28.3

Closing cash and equivalents

34.5

15.4

38.9

28.3

31.2

Balance sheet debt

(231.4)

(227.1)

(240.7)

(246.3)

(246.9)

Unamortised loan arrangement costs

(3.4)

(2.9)

(2.3)

(1.7)

(1.1)

Drawn debt

(234.8)

(230.0)

(243.0)

(248.0)

(248.0)

Net cash/(debt)

(200.3)

(214.6)

(204.1)

(219.7)

(216.8)

Gross LTV

25.8%

26.5%

26.7%

26.5%

25.6%

Net LTV

22.0%

24.7%

22.5%

23.5%

22.4%

Source: Target Healthcare REIT historical data, Edison Investment Research forecasts


General disclaimer and copyright

This report has been commissioned by Target Healthcare REIT and prepared and issued by Edison, in consideration of a fee payable by Target Healthcare REIT. Edison Investment Research standard fees are £60,000 pa for the production and broad dissemination of a detailed note (Outlook) following by regular (typically quarterly) update notes. Fees are paid upfront in cash without recourse. Edison may seek additional fees for the provision of roadshows and related IR services for the client but does not get remunerated for any investment banking services. We never take payment in stock, options or warrants for any of our services.

Accuracy of content: All information used in the publication of this report has been compiled from publicly available sources that are believed to be reliable, however we do not guarantee the accuracy or completeness of this report and have not sought for this information to be independently verified. Opinions contained in this report represent those of the research department of Edison at the time of publication. Forward-looking information or statements in this report contain information that is based on assumptions, forecasts of future results, estimates of amounts not yet determinable, and therefore involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of their subject matter to be materially different from current expectations.

Exclusion of Liability: To the fullest extent allowed by law, Edison shall not be liable for any direct, indirect or consequential losses, loss of profits, damages, costs or expenses incurred or suffered by you arising out or in connection with the access to, use of or reliance on any information contained on this note.

No personalised advice: The information that we provide should not be construed in any manner whatsoever as, personalised advice. Also, the information provided by us should not be construed by any subscriber or prospective subscriber as Edison’s solicitation to effect, or attempt to effect, any transaction in a security. The securities described in the report may not be eligible for sale in all jurisdictions or to certain categories of investors.

Investment in securities mentioned: Edison has a restrictive policy relating to personal dealing and conflicts of interest. Edison Group does not conduct any investment business and, accordingly, does not itself hold any positions in the securities mentioned in this report. However, the respective directors, officers, employees and contractors of Edison may have a position in any or related securities mentioned in this report, subject to Edison's policies on personal dealing and conflicts of interest.

Copyright: Copyright 2024 Edison Investment Research Limited (Edison).

Australia

Edison Investment Research Pty Ltd (Edison AU) is the Australian subsidiary of Edison. Edison AU is a Corporate Authorised Representative (1252501) of Crown Wealth Group Pty Ltd who holds an Australian Financial Services Licence (Number: 494274). This research is issued in Australia by Edison AU and any access to it, is intended only for "wholesale clients" within the meaning of the Corporations Act 2001 of Australia. Any advice given by Edison AU is general advice only and does not take into account your personal circumstances, needs or objectives. You should, before acting on this advice, consider the appropriateness of the advice, having regard to your objectives, financial situation and needs. If our advice relates to the acquisition, or possible acquisition, of a particular financial product you should read any relevant Product Disclosure Statement or like instrument.

New Zealand

The research in this document is intended for New Zealand resident professional financial advisers or brokers (for use in their roles as financial advisers or brokers) and habitual investors who are “wholesale clients” for the purpose of the Financial Advisers Act 2008 (FAA) (as described in sections 5(c) (1)(a), (b) and (c) of the FAA). This is not a solicitation or inducement to buy, sell, subscribe, or underwrite any securities mentioned or in the topic of this document. For the purpose of the FAA, the content of this report is of a general nature, is intended as a source of general information only and is not intended to constitute a recommendation or opinion in relation to acquiring or disposing (including refraining from acquiring or disposing) of securities. The distribution of this document is not a “personalised service” and, to the extent that it contains any financial advice, is intended only as a “class service” provided by Edison within the meaning of the FAA (i.e. without taking into account the particular financial situation or goals of any person). As such, it should not be relied upon in making an investment decision.

United Kingdom

This document is prepared and provided by Edison for information purposes only and should not be construed as an offer or solicitation for investment in any securities mentioned or in the topic of this document. A marketing communication under FCA Rules, this document has not been prepared in accordance with the legal requirements designed to promote the independence of investment research and is not subject to any prohibition on dealing ahead of the dissemination of investment research.

This Communication is being distributed in the United Kingdom and is directed only at (i) persons having professional experience in matters relating to investments, i.e. investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "FPO") (ii) high net-worth companies, unincorporated associations or other bodies within the meaning of Article 49 of the FPO and (iii) persons to whom it is otherwise lawful to distribute it. The investment or investment activity to which this document relates is available only to such persons. It is not intended that this document be distributed or passed on, directly or indirectly, to any other class of persons and in any event and under no circumstances should persons of any other description rely on or act upon the contents of this document.

This Communication is being supplied to you solely for your information and may not be reproduced by, further distributed to or published in whole or in part by, any other person.

United States

Edison relies upon the "publishers' exclusion" from the definition of investment adviser under Section 202(a)(11) of the Investment Advisers Act of 1940 and corresponding state securities laws. This report is a bona fide publication of general and regular circulation offering impersonal investment-related advice, not tailored to a specific investment portfolio or the needs of current and/or prospective subscribers. As such, Edison does not offer or provide personal advice and the research provided is for informational purposes only. No mention of a particular security in this report constitutes a recommendation to buy, sell or hold that or any security, or that any particular security, portfolio of securities, transaction or investment strategy is suitable for any specific person.

London │ New York │ Frankfurt

20 Red Lion Street

London, WC1R 4PS

United Kingdom

London │ New York │ Frankfurt

20 Red Lion Street

London, WC1R 4PS

United Kingdom


General disclaimer and copyright

This report has been commissioned by Target Healthcare REIT and prepared and issued by Edison, in consideration of a fee payable by Target Healthcare REIT. Edison Investment Research standard fees are £60,000 pa for the production and broad dissemination of a detailed note (Outlook) following by regular (typically quarterly) update notes. Fees are paid upfront in cash without recourse. Edison may seek additional fees for the provision of roadshows and related IR services for the client but does not get remunerated for any investment banking services. We never take payment in stock, options or warrants for any of our services.

Accuracy of content: All information used in the publication of this report has been compiled from publicly available sources that are believed to be reliable, however we do not guarantee the accuracy or completeness of this report and have not sought for this information to be independently verified. Opinions contained in this report represent those of the research department of Edison at the time of publication. Forward-looking information or statements in this report contain information that is based on assumptions, forecasts of future results, estimates of amounts not yet determinable, and therefore involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of their subject matter to be materially different from current expectations.

Exclusion of Liability: To the fullest extent allowed by law, Edison shall not be liable for any direct, indirect or consequential losses, loss of profits, damages, costs or expenses incurred or suffered by you arising out or in connection with the access to, use of or reliance on any information contained on this note.

No personalised advice: The information that we provide should not be construed in any manner whatsoever as, personalised advice. Also, the information provided by us should not be construed by any subscriber or prospective subscriber as Edison’s solicitation to effect, or attempt to effect, any transaction in a security. The securities described in the report may not be eligible for sale in all jurisdictions or to certain categories of investors.

Investment in securities mentioned: Edison has a restrictive policy relating to personal dealing and conflicts of interest. Edison Group does not conduct any investment business and, accordingly, does not itself hold any positions in the securities mentioned in this report. However, the respective directors, officers, employees and contractors of Edison may have a position in any or related securities mentioned in this report, subject to Edison's policies on personal dealing and conflicts of interest.

Copyright: Copyright 2024 Edison Investment Research Limited (Edison).

Australia

Edison Investment Research Pty Ltd (Edison AU) is the Australian subsidiary of Edison. Edison AU is a Corporate Authorised Representative (1252501) of Crown Wealth Group Pty Ltd who holds an Australian Financial Services Licence (Number: 494274). This research is issued in Australia by Edison AU and any access to it, is intended only for "wholesale clients" within the meaning of the Corporations Act 2001 of Australia. Any advice given by Edison AU is general advice only and does not take into account your personal circumstances, needs or objectives. You should, before acting on this advice, consider the appropriateness of the advice, having regard to your objectives, financial situation and needs. If our advice relates to the acquisition, or possible acquisition, of a particular financial product you should read any relevant Product Disclosure Statement or like instrument.

New Zealand

The research in this document is intended for New Zealand resident professional financial advisers or brokers (for use in their roles as financial advisers or brokers) and habitual investors who are “wholesale clients” for the purpose of the Financial Advisers Act 2008 (FAA) (as described in sections 5(c) (1)(a), (b) and (c) of the FAA). This is not a solicitation or inducement to buy, sell, subscribe, or underwrite any securities mentioned or in the topic of this document. For the purpose of the FAA, the content of this report is of a general nature, is intended as a source of general information only and is not intended to constitute a recommendation or opinion in relation to acquiring or disposing (including refraining from acquiring or disposing) of securities. The distribution of this document is not a “personalised service” and, to the extent that it contains any financial advice, is intended only as a “class service” provided by Edison within the meaning of the FAA (i.e. without taking into account the particular financial situation or goals of any person). As such, it should not be relied upon in making an investment decision.

United Kingdom

This document is prepared and provided by Edison for information purposes only and should not be construed as an offer or solicitation for investment in any securities mentioned or in the topic of this document. A marketing communication under FCA Rules, this document has not been prepared in accordance with the legal requirements designed to promote the independence of investment research and is not subject to any prohibition on dealing ahead of the dissemination of investment research.

This Communication is being distributed in the United Kingdom and is directed only at (i) persons having professional experience in matters relating to investments, i.e. investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "FPO") (ii) high net-worth companies, unincorporated associations or other bodies within the meaning of Article 49 of the FPO and (iii) persons to whom it is otherwise lawful to distribute it. The investment or investment activity to which this document relates is available only to such persons. It is not intended that this document be distributed or passed on, directly or indirectly, to any other class of persons and in any event and under no circumstances should persons of any other description rely on or act upon the contents of this document.

This Communication is being supplied to you solely for your information and may not be reproduced by, further distributed to or published in whole or in part by, any other person.

United States

Edison relies upon the "publishers' exclusion" from the definition of investment adviser under Section 202(a)(11) of the Investment Advisers Act of 1940 and corresponding state securities laws. This report is a bona fide publication of general and regular circulation offering impersonal investment-related advice, not tailored to a specific investment portfolio or the needs of current and/or prospective subscribers. As such, Edison does not offer or provide personal advice and the research provided is for informational purposes only. No mention of a particular security in this report constitutes a recommendation to buy, sell or hold that or any security, or that any particular security, portfolio of securities, transaction or investment strategy is suitable for any specific person.

London │ New York │ Frankfurt

20 Red Lion Street

London, WC1R 4PS

United Kingdom

London │ New York │ Frankfurt

20 Red Lion Street

London, WC1R 4PS

United Kingdom

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Invesco Asia Trust — Combination to create the ‘go-to’ Asian trust

Invesco Asia Trust (IAT) today announced the combination with Asia Dragon Trust (DGN), involving the transfer of certain assets of the latter to IAT in exchange for new IAT shares through a scheme of reconstruction and wind-up of DGN, with the new entity renamed Invesco Asia Dragon Trust. Investors in both trusts will benefit from IAT’s investment strategy with a proven track record, greater economies of scale, a new attractive fee structure, as well as an unconditional tender offer for up to 100% of the issued share capital conducted every three years.

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