TIDMSOHO
RNS Number : 6825I
Triple Point Social Housing REIT
23 March 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION
WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY
APPLICABLE LAW OR TO US PERSONS. PLEASE SEE THE IMPORTANT NOTICE AT
THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT HAS BEEN DETERMINED TO CONTAIN INSIDE
INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU)
NO. 596/2014.
23 March 2018
Triple Point Social Housing REIT plc
(the "Company" or, together with its subsidiaries, the
"Group")
RESULT OF PLACING, OPEN OFFER AND OFFER FOR SUBSCRIPTION OF C
SHARES
MIGRATION OF ORDINARY SHARES TO THE PREMIUM SEGMENT OF THE
OFFICIAL LIST
The Board of Triple Point Social Housing REIT plc (ticker: SOHO)
announces the result of the Placing, Open Offer and Offer for
Subscription of C shares in the Company (being a new class of
convertible, non-voting preference shares) (the "C Shares") at a
price of 100p per share (the "Issue Price") (the "Issue").
A total of 47,500,000 C Shares will be issued raising Gross
Proceeds of GBP47.5 million, of which 33,005,715 C Shares will be
issued pursuant to the Open Offer, 815,150 C Shares will be issued
pursuant to the Offer for Subscription and 13,679,135 C Shares will
be issued under the Placing.
The Net Proceeds of the Issue will be used by the Company to
capitalise on investment opportunities identified by Triple Point
Investment Management LLP (the "Delegated Investment Manager") in
the Supported Housing sector. The Delegated Investment Manager
expects to be able to deploy the Net Proceeds of the Issue such
that the C Shares convert into Ordinary Shares by 31 December
2018.
The Company has also received confirmation from the UK Financial
Conduct Authority (the "FCA") that its ordinary shares ("Ordinary
Shares") will be admitted to the premium segment of the Official
List of the UK Listing Authority (the "Migration") and will move
their trading venue to the premium segment of the Main Market of
the London Stock Exchange.
Commenting on the result of the Issue, Chris Phillips, Chairman
of Triple Point Social Housing REIT plc, said:
"Given the current market backdrop, we are pleased with the
result of this fundraise. We appreciate the support of our existing
shareholders and welcome our new investors, and we look forward to
reporting on the Group's continued strong progress over the coming
months."
James Cranmer, Partner of Triple Point Investment Management
LLP, commented:
"We are actively engaged in discussions in relation to a
significant pipeline of assets that meet the Company's investment
criteria, and are on terms that we consider attractive for the
Group. The Net Proceeds of the Issue will enable the Group to
capitalise on a number of these opportunities."
The Issue is conditional, amongst other things, upon the passing
of the Issue Resolutions at the General Meeting to be held on 26
March 2018, Admission of the C Shares occurring no later than 8.00
a.m. on 27 March 2018 (or such later time and/or date as the
Company, Akur Limited ("Akur") and Canaccord Genuity Limited
("Canaccord Genuity") may agree) and the Placing Agreement not
being terminated and becoming unconditional in accordance with its
terms.
Canaccord and Akur acted as Joint Financial Advisers. Canaccord
Genuity acted as Sole Global Coordinator and Bookrunner in relation
to the Issue, and as Sponsor in relation to the Migration.
Admission to the Official List
Application has been made for all of the Ordinary Shares to be
admitted to the premium listing segment of the Official List of the
FCA and for all of the C Shares to be admitted to the standard
listing segment of the Official List, and for both the Ordinary
Shares and C Shares to be admitted to trading on the London Stock
Exchange's main market for listed securities ("Admission"). It is
expected that Admission will become effective, and that dealings in
the C Shares will commence, on 27 March 2018.
Total Voting Rights
Immediately following Admission, the Company's issued share
capital will consist of 200,000,000 Ordinary Shares with voting
rights and 47,500,000 C Shares which are non-voting.
As the C Shares have no voting rights, the total voting rights
in the Company will be 200,000,000. This figure may be used by
Shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or
a change to their interest in, the share capital of the Company
under the FCA's Disclosure Guidance and Transparency Rules.
Holders of C Shares should note that they will have separate
notification obligations under the Articles and may use the total
figure of 47,500,000 C Shares as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in, the C
Shares under the Articles.
Indicative timetable
Trade date (on a T+2 basis)
for C Shares to be issued
to Placees pursuant to the
Placing 23 March 2018
11.00 a.m. on 26
General Meeting March 2018
Admission of the C Shares
to the standard segment of
the Official List and commencement
of dealings on the London 8.00 a.m. on 27 March
Stock Exchange 2018
Admission of the Ordinary
Shares to the premium segment
of the Official List and the
transfer of trading of the
Ordinary Shares from the Specialist
Fund Segment to the premium 8.00 a.m. on 27 March
segment of the Main Market 2018
C Shares credited to CREST
stock accounts 27 March 2018
Share certificates despatched week commencing 2
(where appropriate) April 2018 (or as
soon as possible
thereafter)
The dates and times specified in this Announcement are subject
to change without further notice. All references to times in this
Announcement are to London time unless otherwise stated.
Dealing codes
Ordinary Shares
Ticker of the Ordinary Shares SOHO
ISIN for the Ordinary Shares GB00BF0P7H59
SEDOL for the Ordinary Shares BF0P7H5
C Shares
Ticker of the C Shares SOHC
ISIN for the C Shares GB00BFYV7J12
SEDOL for the C Shares BFYV7J1
Any capitalised terms used but not otherwise defined in this
announcement have the meaning set out in the circular and the
prospectus published by the Company in connection with the
Issue.
FOR FURTHER INFORMATION ON THE COMPANY, PLEASE CONTACT:
Triple Point Investment (via Newgate below)
Management LLP
(Delegated Investment Manager)
James Cranmer
Ben Beaton
Max Shenkman
Justin Hubble
Akur Limited (Joint Financial Tel: 020 7493 3631
Adviser)
Tom Frost
Anthony Richardson
Siobhan Sergeant
Canaccord Genuity Limited Tel: 020 7523 8000
(Joint Financial Adviser
and Corporate Broker)
Lucy Lewis
Denis Flanagan
Andrew Zychowski
Newgate (PR Adviser) Tel: 020 7680 6550
James Benjamin Em: triplepoint@newgatecomms.com
Anna Geffert
Patrick Hanrahan
Leena Patel
The Company's LEI is 213800BERVBS2HFTBC58.
Further information on the Company can be found on its website
at www.triplepointreit.com.
NOTES:
The Company invests in social housing assets in the UK, with a
particular focus on supported housing. The assets within the
portfolio are subject to inflation-adjusted, long-term (typically
from 20 years to 30 years), Fully Repairing and Insuring ("FRI")
leases with Approved Providers (being Housing Associations, Local
Authorities or other regulated organisations in receipt of direct
payment from local government). The portfolio comprises investments
into properties which are already subject to an FRI lease with an
Approved Provider, as well as forward funding of pre-let
developments but does not include any direct development or
speculative development.
There is increasing political and financial pressure on Housing
Associations to increase their housing delivery and this is
creating opportunities for private sector investors to participate
in the market. The Group's ability to provide forward financing for
new developments not only enables the Company to secure fit for
purpose, modern assets for its portfolio but also addresses the
chronic undersupply of suitable supported housing properties in the
UK at sustainable rents and delivering returns to investors.
Triple Point Investment Management LLP (part of the Triple Point
Group) is responsible for management of the Group's portfolio (with
such functions having been delegated to it by Langham Hall Fund
Management LLP, the Company's alternative investment fund
manager).
The Company was admitted to trading on the Main Market of the
London Stock Exchange on 8 August 2017 and operates as a UK Real
Estate Investment Trust.
IMPORTANT NOTICE
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States (including its
territories and possessions, any state of the United States and the
District of Columbia), Australia, Canada, South Africa, New Zealand
or Japan or to US persons. The distribution of this announcement
may be restricted by law in certain jurisdictions and persons into
whose possession any document or other information referred to
herein comes should inform themselves about and observe any such
restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such
jurisdiction.
This announcement does not contain or constitute an offer for
sale of, or the solicitation of an offer or an invitation to buy or
subscribe for, Ordinary Shares or C Shares to any person in the
United States, Australia, Canada, South Africa, New Zealand or
Japan or in any jurisdiction to whom or in which such offer or
solicitation is unlawful.
The Company has not been and will not be registered under the US
Investment Company Act of 1940, as amended (the "Investment Company
Act"). In addition, the C Shares have not been and will not be
registered under the US Securities Act of 1933, as amended (the
"Securities Act") or under the securities laws of any state or
other jurisdiction of the United States and may not be offered or
sold in the United States or to or for the account or benefit of US
persons absent registration or an exemption from the registration
requirements of the Securities Act and in compliance with any
applicable state securities laws and in circumstances that will not
require registration of the Company under the Investment Company
Act. There will be no public offer of the Ordinary Shares or the C
Shares in the United States.
The offer and sale of Ordinary Shares and the C Shares has not
been and will not be registered under the applicable securities
laws of any state, province or territory of Australia, Canada,
South Africa, New Zealand or Japan. Subject to certain exceptions,
the Ordinary Shares and the C Shares may not be offered or sold in
Australia, Canada, South Africa, New Zealand or Japan or to, or for
the account or benefit of, any national, resident or citizen of
Australia, Canada, South Africa, New Zealand or Japan.
Canaccord Genuity is authorised and regulated by the Financial
Conduct Authority. Akur is authorised and regulated by the
Financial Conduct Authority. Each of Canaccord Genuity and Akur is
acting exclusively for the Company and no-one else in connection
with the Issue and the Migration. They will not regard any other
person as their respective clients in relation to the subject
matter of this announcement and will not be responsible to anyone
other than the Company for providing the protections afforded to
their respective clients, nor for providing advice in relation to
the contents of this announcement or any transaction, arrangement
or other matter referred to herein.
None of the Company, Triple Point, Canaccord Genuity, Akur and
any of their respective affiliates accepts any responsibility or
liability whatsoever for/or makes any representation or warranty,
express or implied, as to this announcement, including the truth,
accuracy or completeness of the information in this announcement
(or whether any information has been omitted from the announcement)
or any other information relating to the Company, its subsidiaries
or associated companies, whether written, oral or in a visual or
electronic form, and howsoever transmitted or made available or for
any loss howsoever arising from any use of the announcement or its
contents or otherwise arising in connection therewith. The Company,
Triple Point, Canaccord Genuity, Akur and their respective
affiliates accordingly disclaim all and any liability whether
arising in tort, contract or otherwise which they might otherwise
have in respect of this announcement or its contents or otherwise
arising in connection therewith.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ROIJTMLTMBBTBAP
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March 23, 2018 03:00 ET (07:00 GMT)
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