TIDMSOHO
RNS Number : 1858B
Triple Point Social Housing REIT
19 September 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.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS. THIS
ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE
CONSTRUED AS, AN OFFER FOR SALE OR SUBSCRIPTION OF, OR SOLICITATION
OF ANY OFFER TO BUY OR SUBSCRIBE FOR, ANY ORDINARY SHARES IN THE
COMPANY, IN ANY JURISDICTION, INCLUDING THE UNITED STATES, NOR
SHALL IT, OR ANY PART OF IT, OR THE FACT OF ITS DISTRIBUTION, FORM
THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY CONTRACT OR
INVESTMENT DECISION WHATSOEVER, IN ANY JURISDICTION. THIS
ANNOUNCEMENT DOES NOT CONSTITUTE A RECOMMATION REGARDING ANY
SECURITIES. ANY INVESTMENT DECISION MUST BE MADE EXCLUSIVELY ON THE
BASIS OF THE PROSPECTUS TO BE PUBLISHED BY THE COMPANY IN
CONNECTION WITH THE ISSUE AND THE PLACING PROGRAMME.
19 September 2018
Triple Point Social Housing REIT plc
(the "Company" or, together with its subsidiaries, the
"Group")
PLACING, OPEN OFFER AND OFFER FOR SUBSCRIPTION OF ORDINARY
SHARES
LAUNCH OF 12 MONTH PLACING PROGRAMME
Further to the Company's announcement of 6 September 2018, the
Board of Triple Point Social Housing REIT plc (ticker: SOHO) is
pleased to announce a Placing, Open Offer and Offer for
Subscription (including an Intermediaries Offer) (the "Issue")
targetting the issue of up to 100 million ordinary shares in the
Company (the "Ordinary Shares") at a price of 103 pence per share
(the "Issue Price") to raise gross proceeds of up to approximately
GBP103 million (the "Issue"). The Issue may be increased by the
Board to up to a maximum of 150 million Ordinary Shares in the
event that Triple Point Investment Management LLP (the "Delegated
Investment Manager") identifies additional investments within the
existing pipeline which it reasonably believes can be secured for
the Company's portfolio by 31 December 2018.
In addition to the Issue, the Company is also implementing a
placing programme for up to a further 150 million new Ordinary
Shares (the "Placing Programme").
The Company expects to publish a prospectus in connection with
the Issue and Placing Programme (the "Prospectus") later today. Any
capitalised terms used but not otherwise defined in this
announcement have the meaning set out in the Prospectus.
Estimated Net Asset Value per Ordinary Share
As at 31 August 2018, the Company's estimated unaudited NAV per
Ordinary Share (on both an IFRS and EPRA basis) is 101.36p (the
"August NAV"). The August NAV is calculated after taking account of
the 1.25p dividend declared on 16 August 2018 in respect of the
quarter ending 30 June 2018 ("Q2 dividend"), payable on 28
September 2018.
Issue Highlights
-- The Issue, which is not underwritten, comprises the Placing, Open Offer and Offer for Subscription
(including the Intermediaries Offer), in aggregate equalling a target of 100 million Ordinary
Shares at the Issue Price of 103 pence per Ordinary Share.
-- The Issue Price represents a 2.9 per cent. premium to the adjusted August NAV (having deducted
the interim dividend of 1.25p declared on 19 September 2018 in respect of the quarter ending
30 September 2018, payable on or around 31 October 2018 to Shareholders on the register on
the record date of 28 September 2018 ("Q3 Dividend")) and a discount of 6p (equivalent to
4.6 per cent.) to the closing mid market price per Ordinary Share of 109p as at 18 September
2018.
-- Under the Open Offer, up to an aggregate number of approximately 82.1 million Ordinary Shares
will be made available to Eligible Shareholders at the Issue Price, pro rata to their holdings
of Existing Ordinary Shares, on the basis of:
1 new Ordinary Share for every 3 Ordinary Shares held on the
Record Date (being an Eligible Shareholder's Open Offer Basic
Entitlement).
-- Eligible Shareholders who take up all of their Open Offer Basic Entitlements are entitled
to apply for further Ordinary Shares under the Open Offer Excess Application Facility.
-- If subscriptions under the Placing, Open Offer and Offer for Subscription exceed the maximum
number of Ordinary Shares available, the Company (in consultation with Canaccord Genuity,
Akur and the Delegated Investment Manager) will scale back subscriptions (other than Open
Offer Basic Entitlements) at its absolute discretion.
-- The Issue is expected to close on Wednesday, 17 October 2018 with Admission expected to occur
on 22 October 2018.
-- The Issue, which is not underwritten, is conditional, amongst other things, upon the passing
of the Issue Resolutions at the General Meeting, Admission of the Ordinary Shares occurring
no later than 8.00 a.m. on 22 October 2018 (or such later time and/or date as the Company,
Canaccord Genuity and Akur may agree) and the Placing Agreement not being terminated and becoming
unconditional in accordance with its terms. If these conditions are not met, the Issue will
not proceed and an announcement to that effect will be made via a Regulatory Information Service.
-- The Placing Programme, which is not underwritten, is conditional, amongst other things, upon
the passing of the Placing Programme Resolutions at the General Meeting. The Placing Programme
will allow the Company to raise further equity through Subsequent Placings although the Company
intends to carry out each Subsequent Placing under the Placing Programme only when the Net
Proceeds of the Issue (or earlier Subsequent Placings) and associated gearing have been invested
or committed in order to manage cash drag.
-- Application will be made for the new Ordinary Shares pursuant to the Issue or to any Subsequent
Placing to be admitted to the premium segment of the Official List of the FCA and to trading
on the Main Market of the London Stock Exchange.
Benefits of the Issue and the Placing Programme
The Directors believe that the Issue and the Placing Programme
will have the following principal benefits:
-- they will provide additional capital which will enable the Company to benefit from the continued
investment opportunities identified by the Delegated Investment Manager in the Supported Housing
sector;
-- it is expected that, following investment of the Net Proceeds of both the Issue and, in due
course, the Placing Programme, the Company's assets will be further diversified across geography
and Approved Providers;
-- having a greater number of Ordinary Shares in issue is likely to provide Shareholders with
increased secondary market liquidity;
-- the increased size of the Company will mean fixed costs are spread over a larger asset base,
reducing the ongoing charges per Share for Shareholders and, in addition, the fee payable
to the Delegated Investment Manager is tiered such that it reduces from 1 per cent. to 0.9
per cent. on NAV in excess of GBP250 million (with further reductions triggered when the Company's
last published NAV exceeds GBP500 million and GBP1 billion); and
-- increasing the size of the Company will help to make it more attractive to a wider investor
base, particularly as certain institutional investors are constrained by the maximum percentage
of an issuer which they can own. If a company's market capitalisation is too small, such investors
typically cannot invest as they cannot get a meaningful allocation in the context of their
underlying funds.
Pipeline of potential investments
The Company's Delegated Investment Manager, Triple Point
Investment Management LLP ("Triple Point"), has access to a
pipeline of potential investments and is engaged in discussions
with various parties (including Approved Providers and developers)
in relation to a number of assets that meet the Company's
investment criteria and are on terms that the Delegated Investment
Manager considers attractive for the Group. Together, the various
sources equate to an identified pipeline in excess of GBP400
million, which may potentially be acquired (subject to, inter alia,
satisfactory due diligence and agreement on terms) by the Group
over the next 12 months to the extent that the Company has
sufficient cash to make such acquisitions out of the proceeds of an
equity raise or from debt finance.
Within the existing pipeline, the Delegated Investment Manager
is currently in negotiations in relation to assets for an aggregate
consideration of approximately GBP100 million, to be funded from
the proceeds of the Issue. If, following publication of the
Prospectus and prior to Initial Admission, the Delegated Investment
Manager identifies additional investments (the "Additional
Investments") within the existing pipeline which it reasonably
believes can be secured for the Company's Portfolio by 31 December
2018, the Board may decide to increase the size of the Issue up to
a maximum of 150 million Ordinary Shares at the Issue Price.
There can be no certainty that the Company will complete any of
these acquisitions, or that the Company will complete any of the
transactions in its investment pipeline, and there are no legally
binding commitments in respect of any such pipeline assets.
However, with the preparatory work and discussions undertaken to
date, and having the benefit of the Delegated Investment Manager's
strong sector experience and relationships, the Directors expect
the Company to be able to acquire a number of these assets,
including the Additional Investments, subject to it having
requisite funds at the time of any such opportunity arising.
It is also envisaged that, due to the demand in the Social
Housing market, the potential pipeline available to the Company
will continue to increase. The Issue and the Placing Programme will
provide the Company with funds to capitalise on the investment
opportunities referred to above.
Indicative timetable
The Open Offer
Record Date for entitlements under Close of business on 17 September
the Open Offer 2018
Ex-entitlement date for the Open 8.00 a.m. on 19 September
Offer 2018
Open Offer Application Forms despatched 19 September 2018
to Eligible Non-CREST Shareholders
Open Offer Entitlements credited 8.00 a.m. on 20 September
to stock accounts in CREST of Eligible 2018
CREST Shareholders
Recommended latest time for requesting 4.30 p.m. on 11 October 2018
withdrawal of Open Offer Entitlements
from CREST
Latest time and date for depositing 3.00 p.m. on 12 October 2018
Open Offer Entitlements into CREST
Latest time and date for splitting 3.00 p.m. on 15 October 2018
of Open Offer Application Forms
Latest time and date for receipt 11.00 a.m. on 17 October 2018
of completed Open Offer Application
Forms and payment in full under
the Open Offer or settlement of
relevant CREST instructions (as
appropriate)
The Placing and Offer for Subscription
Placing and Offer for Subscription 19 September 2018
opens
Latest time and date for receipt 11.00 a.m. on 17 October 2018
of completed Application Forms and
payment in full under the Offer
for Subscription (which includes
the Intermediaries Offer)*
Latest time and date for receipt 3.00 p.m. on 17 October 2018
of placing commitments under the
Placing
Other key dates
Announcement of the results of the 18 October 2018
Issue
Trade date (on a T+2 basis) for 18 October 2018
Ordinary Shares to be issued to
Placees pursuant to the Placing
General Meeting 11.00 a.m. on 18 October 2018
Admission of the Ordinary Shares 8.00 a.m. on 22 October 2018
to the premium segment of the Official
List and commencement of dealings
on the London Stock Exchange
Crediting of CREST stock accounts 22 October 2018
Share certificates despatched (where week commencing 29 October
appropriate) 2018 (or as soon as possible
thereafter)
* Certain Intermediaries may have earlier deadlines.
The dates and times specified in this Prospectus are subject to
change without further notice. All references to times in this
Announcement are to London time unless otherwise stated. In
particular the Board may, with the prior approval of the Delegated
Investment Manager, Canaccord Genuity and Akur, bring forward or
postpone the closing time and date for the Issue. In the event that
such date is changed, the Company will notify investors who have
applied for Ordinary Shares or taken up Open Offer Basic
Entitlements of changes to the timetable either by post, by
electronic mail or by the publication of a notice through a
Regulatory Information Service.
Dealing codes
Ordinary Shares
Ticker of the Ordinary Shares SOHO
ISIN for the Ordinary Shares GB00BF0P7H59
SEDOL for the Ordinary Shares BF0P7H5
Open Offer
ISIN for the Open Offer Basic Entitlements GB00BGJX9488
SEDOL for the Open Offer Basic Entitlements BGJX948
ISIN for the Excess Open Offer Entitlements GB00BGJX9710
SEDOL for the Excess Open Offer Entitlements BGJX971
Prospectus
Further details of the Issue, Admission and the Placing
Programme will be set out in the Prospectus, which will be
available today on the Company's website at www.triplepointreit.com
(together with the Circular) and can be inspected at the offices of
Taylor Wessing LLP, 5 New Street Square, London EC4A 3TW.
A copy of the Prospectus and Circular will be submitted to the
National Storage Mechanism and will shortly be available for
inspection at www.morningstar.co.uk/uk/NSM.
FOR FURTHER INFORMATION ON THE COMPANY, PLEASE CONTACT:
Triple Point Investment Management (via Newgate below)
LLP
(Delegated Investment Manager)
James Cranmer
Ben Beaton
Max Shenkman
Justin Hubble
Canaccord Genuity Limited (Sponsor, Tel: 020 7523 8000
Sole Global Co-ordinator and Bookrunner,
Joint Financial Adviser and Corporate
Broker)
Will Barnett
Neil Brierley
Dominic Waters
Robbie Robertson
Gavin Tooke
Lucy Lewis
Akur Limited (Joint Financial Adviser) Tel: 020 7493 3631
Tom Frost
Anthony Richardson
Siobhan Sergeant
Newgate (PR Adviser) Tel: 020 7680 6550
James Benjamin Em: triplepoint@newgatecomms.com
Anna Geffert
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 primarily newly developed 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 as well as 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 Specialist Fund
Segment of the Main Market of the London Stock Exchange on 8 August
2017 and was admitted to the premium segment of the Official List
of the Financial Conduct Authority and migrated to trading on the
premium segment of the Main Market on 27 March 2018. The Company
operates as a UK Real Estate Investment Trust ("REIT") and is a
constituent of the FTSE EPRA/NAREIT index.
IMPORTANT NOTICE
The information in this announcement is for background purposes
only and does not purport to be full or complete. No reliance may
be placed for any purpose on the information contained in this
announcement or its accuracy or completeness. The material
contained in this announcement is for information purposes only, is
given as at the date of its publication (unless otherwise marked)
and is subject to updating, revision and amendment. In particular,
any proposals referred to herein are tentative and are subject to
revision and amendment.
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 is an advertisement and not a prospectus.
Investors should not subscribe for or purchase any transferable
securities referred to in this announcement except on the basis of
information in the Prospectus intended to be published by the
Company today in connection with the proposed Issue and Placing
Programme. Copies of the Prospectus will, following publication, be
available on the Company's website (www.triplepointreit.com).
In member states of the European Economic Area ("EEA"), this
announcement is only addressed to and directed at persons who are
"qualified investors" within the meaning of Article 2(1)(e) of the
Prospectus Directive (Directive 2003/71/EC (and amendments thereto,
including Directive 2010/73/EU, to the extent implemented in the
Relevant Member State) and includes any relevant implementing
measure in each Relevant Member State).
The Delegated Investment Manager is authorised for the
management of the Company and marketing of the Ordinary Shares in
the United Kingdom and is supervised by the FCA. In accordance with
Article 32 of AIFMD, the Delegated Investment Manager has been
given clearance by the FCA to market the Ordinary Shares to
professional investors in Ireland, the Netherlands and Sweden in
accordance with AIFMD and the UK AIFMD Rules and has been duly
notified by the FCA that the relevant marketing notifications have
been made by the FCA to the relevant competent authorities in those
jurisdictions.
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 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 Ordinary 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 in the
United States.
The offer and sale of Ordinary 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 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.
This announcement has not been approved or authorised by the
Guernsey Financial Services Commission for circulation in Guernsey,
and may not be distributed or circulated directly or indirectly to
any persons in the Bailiwick of Guernsey other than (i) by a person
licensed to do so under the terms of the Protection of Investors
(Bailiwick of Guernsey) Law, 1987, as amended, or (ii) to those
persons regulated by the Guernsey Financial Services Commission as
licensees under the Protection of Investors (Bailiwick of Guernsey)
Law, 1987, as amended, the Banking Supervision (Bailiwick of
Guernsey) Law, 1994, the Insurance Business (Bailiwick of Guernsey)
Law, 2002 or the Regulation of Fiduciaries, Administration Business
and company Directors etc. (Bailiwick of Guernsey) Law, 2000.
In Jersey, this announcement (and the financial services to
which it relates) has not been approved by and will not be
submitted for approval to the Jersey Financial Services Commission
(JFSC) for the purposes of public offering or sale in the Island of
Jersey.
This announcement has not been approved by the Isle of Man
Financial Services Authority or any other governmental or
regulatory authority in the Isle of Man.
The Company has a limited investment history. Without
limitation, results can be positively or negatively affected by
market conditions beyond the control of the Company or Triple Point
which may be different in many respects from those that prevail at
present or in the future, with the result that the performance of
investment portfolios originated now may be significantly different
from those originated in the past. The past performance of the
Company is not a reliable indicator of, and cannot be relied upon
as a guide to, the future performance of the Company or Triple
Point. Persons considering making such an investment should consult
an authorised person specialising in advising on such investments.
This announcement does not constitute a recommendation concerning
the initial public offering and prospective investors should note
that the value of the Ordinary Shares could decrease as well as
increase.
Canaccord Genuity Limited ("Canaccord Genuity") is authorised
and regulated by the Financial Conduct Authority. Akur Limited
("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 Placing Programme. 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 announcement does not constitute a recommendation
concerning the Issue or the Placing Programme. The price and value
of securities and any income from them can go down as well as up
and investors may not get back the full amount invested on disposal
of the securities. Past performance is not a guide to future
performance. Before purchasing any Ordinary Shares, persons viewing
this announcement should ensure that they fully understand and
accept the risks that will be set out in the Prospectus, when
published. Information in this announcement or any of the documents
relating to the proposed Issue cannot be relied upon as a guide to
future performance. The Issue timetable may be influenced by a
range of circumstances such as market conditions. There is no
guarantee that the Issue will occur and you should not base your
financial decisions on the Company's intentions in relation to the
Issue or the information contained in this announcement. The
contents of this announcement are not to be construed as legal,
business or tax advice. Each prospective investor should consult
his, her or its own legal adviser, financial adviser or tax adviser
for legal, financial or tax advice.
INFORMATION TO DISTRIBUTORS
Solely for the purposes of the product governance requirements
contained within: (a) MiFID II; (b) Articles 9 and 10 of Commission
Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c)
local implementing measures (together, the "MiFID II Product
Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the Ordinary
Shares have been subject to a product approval process, which has
determined that such securities are: (i) compatible with an end
target market of investors identified in accordance with Chapter 3
of PROD; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "Target
Market Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the Ordinary Shares may decline and
investors could lose all or part of their investment; the Ordinary
Shares offer no guaranteed income and no capital protection; and an
investment in the Ordinary Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to
bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Issue. Notwithstanding the Target Market Assessment,
Canaccord Genuity will only place Ordinary Shares to investors
meeting the definitions of "professional investors" or "eligible
counterparties", each as defined in the FCA Rules.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Ordinary Shares and determining
appropriate distribution channels.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOEDBGDCLDBBGII
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