TIDMSOHO
RNS Number : 3032B
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")
PUBLICATION OF PROSPECTUS AND POSTING OF CIRCULAR
Further to the announcement this morning, the Board of Triple
Point Social Housing REIT plc (ticker: SOHO) announces the
publication of a prospectus (the "Prospectus") in relation to the
Placing, Open Offer and Offer for Subscription (including an
Intermediaries Offer) (the "Issue"), targeting 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"),
and the proposed future issue of up to 150 million new Ordinary
Shares through a placing programme (the "Placing Programme").
The Company has also posted a circular to Shareholders, today
(the "Circular"), convening the General Meeting at which the
Directors are seeking authority to, inter alia: (i) issue and allot
Ordinary Shares in respect of the Issue; and (ii) issue and allot
Ordinary Shares in respect of the Placing Programme.
Further details of the Issue and Placing Programme are set out
in the Prospectus which, together with the Circular, will be
available on the Company's website at www.triplepointreit.com and
will be available for inspection at the offices of Taylor Wessing
LLP, 5 New Street Square, London EC4A 3TW.
Copies of the Prospectus and the Circular will be submitted to
the National Storage Mechanism and will shortly be available for
inspection at www.morningstar.co.uk/uk/NSM.
Any defined terms used in this announcement are as set out in
the Prospectus and/or the Circular.
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
Akur Limited (Joint Financial Adviser) Tel: 020 7493 3631
Tom Frost
Anthony Richardson
Siobhan Sergeant
Canaccord Genuity Limited (Sponsor, Tel: 020 7523 8000
Sole Global Co-ordinator and Bookrunner,
Joint Financial Adviser and Corporate
Broker)
Andrew Zychowski
Lucy Lewis
David Yovichic
Denis Flanagan
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
PDIEADNNFLNPEFF
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September 19, 2018 09:53 ET (13:53 GMT)
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