TIDMSOHO
RNS Number : 5121A
Triple Point Social Housing REIT
30 September 2020
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN, INTO OR FROM 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 INFORMATION CONTAINED HEREIN IS FOR INFORMATION PURPOSES
ONLY AND SHALL 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, OR 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.
THIS ANNOUNCEMENT HAS BEEN DETERMINED TO CONTAIN INSIDE
INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU)
NO. 596/2014. UPON PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
30 September 2020
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
T he Board of Directors of Triple Point Social Housing REIT plc
(ticker: SOHO) (the "Board" or the "Directors"), which focuses on
investing in specialised Supported Housing, is pleased to announce
it is targeting an equity raise of approximately GBP70 million by
way of a Placing, Open Offer and Offer for Subscription (the
"Issue") at an issue price of 106 pence per new Ordinary Share (the
"Issue Price").
Highlights
-- The Issue Price of 106 pence per share represents a discount
of 1.9 per cent. to the closing price of 108 pence per existing
ordinary share in the capital of the Company ("Ordinary Shares") on
29 September 2020 (being the last business day prior to this
Announcement) and a 1.9 per cent. premium to the Company's adjusted
NAV of 104.05 pence per share, being the last reported NAV as at 30
June 2020 after deducting the 1.295 pence second quarter dividend
(in respect of the period from 1 April 2020 to 30 June 2020)
declared on 26 August 2020 and paid on 25 September 2020 (the "Q2
Dividend")
-- The Company's investment manager, Triple Point Investment
Management LLP, (the "Investment Manager") has identified a strong
pipeline of investment opportunities in excess of GBP150 million,
which may potentially be acquired by the Company over the next 12
months. Within the existing pipeline, the Investment Manager is
currently in active negotiations in relation to a number of
attractive assets, predominantly sourced off-market, to be funded
from the proceeds of the Issue
-- The Company's portfolio and investment strategy has continued
to demonstrate its high quality and defensive characteristics
throughout the COVID-19 pandemic, with the Group having received
100 per cent. of rent due and paying all dividends in full in
respect of the first half of 2020
-- The Company is targeting a total dividend of 5.18 pence per
Ordinary Share in respect of the Company's financial year ending 31
December 2020(1) , representing an implied dividend yield of 4.9
per cent. based on the Issue Price. The Company intends to continue
increasing this target dividend annually in line with inflation
-- In these challenging times, the Company's investments
continue to help address the UK's chronic housing crisis, in
particular, the need for specialised Supported Housing, alongside
delivering both savings for the government and better health
outcomes for its residents. This positive social impact drives
further demand for this type of housing which in turn underpins the
returns for the Company's investors
-- The Open Offer and Offer for Subscription are expected to
close on 19 October 2020 and the Placing is expected to close on 20
October 2020 with Admission expected to occur on 23 October
2020
The Issue is being conducted in accordance with the terms and
conditions to be set out in a prospectus in relation to the Issue
and Placing Programme (the "Prospectus"), which is expected to be
published by the Company following its approval by the Financial
Conduct Authority. Any capitalised terms used but not otherwise
defined in this Announcement have the meaning set out in the
Prospectus.
Under the Open Offer, Eligible Shareholders are entitled to
subscribe for an aggregate of approximately 58,483,701 Ordinary
Shares pro rata to their holdings of Ordinary Shares on the Record
Date (being close of business on 28 September 2020) as follows: 1
new Ordinary Share for every 6 existing Ordinary Shares held.
Eligible Shareholders who take up all of their Open Offer Basic
Entitlements are entitled to apply for further Ordinary Shares
under the Excess Application Facility.
In conjunction with the Issue, the Directors intend to implement
the Placing Programme to enable the Company to raise additional
equity capital through the issue of up to 150 million new Ordinary
Shares in the 12 month period from 30 September 2020 to 29
September 2021. The Placing Programme will allow the Company to
tailor future equity issuance to its pipeline, providing
flexibility and minimising cash drag.
Both the Issue and Placing Programme are conditional, amongst
other things, on the approval by the Company's shareholders
("Shareholders") in general meeting (the "General Meeting"),
further details of which are set out in this Announcement and will
be set out in the Circular, when published.
Chris Phillips, Chairman of the Company, said:
"During these challenging last six months, our portfolio of
specialised Supported Housing homes have continued to provide
critically needed accommodation to vulnerable adults, delivering
better outcomes for our residents and savings for central
government. Throughout this period, our portfolio has performed
strongly, demonstrated by our 100 per cent. rent collection and
uninterrupted dividend payments. Through the Investment Manager's
deep market expertise, we have been able to identify a number of
attractive assets which are firmly aligned with our investment
strategy and would further strengthen the portfolio's long-term
income potential."
FOR FURTHER INFORMATION ON THE COMPANY, PLEASE CONTACT:
Triple Point Investment Management Tel: 020 7201 8989
LLP
(Investment Manager)
Ben Beaton
Max Shenkman
Isobel Gunn-Brown
Justin Hubble
Stifel Nicolaus Europe Limited (Sponsor, Tel: 020 7710 7600
Sole Global Co-ordinator and Bookrunner,
Joint Financial Adviser and Corporate
Broker)
Mark Young
Mark Bloomfield
Rajpal Padam
Akur Limited (Joint Financial Adviser) Tel: 020 7493 3631
Tom Frost
Anthony Richardson
Siobhan Sergeant
Market Background
The extreme supply and demand imbalance for new Social Housing
units (including Supported Housing units) means that the
requirement for funding in the sector is likely to be a pertinent
issue for the foreseeable future. Growing demand alongside
constrained supply has led to a shortfall of Supported Housing that
is expected to reach 46,771 units by 2024/2025 putting increased
pressure on local authorities who have a statutory obligation to
provide homes for vulnerable people in the community.
Excess demand for social housing is being driven by the growing
UK population and systemic underinvestment in properties made
available for discounted rent. In addition, there is a growing
prevalence of disability in the UK which is driving demand for
Supported Housing that has been adapted to provide long-term homes
for vulnerable people with care and support needs. The growth in
demand for specific Supported Housing units is compounded by the
improved quality of life it can unlock for residents when compared
to care homes and hospital settings and the resultant statutory
pressure on local authorities to move individuals with care needs
out of institutional care settings and into the community.
Approved Providers continue to focus on working with local
authorities to enable them to respond to the shortage of Supported
Housing by making new adapted homes available which in turn ensures
that the Company benefits from a pipeline of investment
opportunities.
Corporate and dividend update
Despite the COVID-19 pandemic, the Company continued to collect
rent in a timely manner and received 100 per cent. of rent due for
the six months to 30 June 2020, which has continued into the third
quarter with 100 per cent. of the rent due to 31 August 2020 having
been received.
Since 30 June 2020, the Group has acquired a further 30
Supported Housing properties, comprising an aggregate 122 units,
for GBP19.8 million (including costs).
The third quarter dividend for the period 1 July 2020 to 30
September 2020 is yet to be declared and for the avoidance of
doubt, the new Ordinary Shares issued pursuant to the Issue will
qualify for this dividend. The Company is targeting an aggregate
dividend of 5.18 pence per Ordinary Share in respect of the
financial year ending 31 December 2020(1) .
Background to the Issue
The Company listed on the London Stock Exchange on 8 August 2017
(the "IPO"). Since its IPO, the Company has carefully grown its
investment portfolio through accretive and selective acquisitions
and as at 30 June 2020 owned 404 assets with an aggregate value of
GBP510.3 million. The portfolio is let on Fully Repairing and
Insuring ("FRI") lease terms, with upward only, annual,
inflation-linked rent reviews, generating an annualised contracted
rental income of GBP28.0 million (excluding forward funding
assets), with a current weighted averaged unexpired lease term of
25.4 years. Since 30 June 2020, the Group has acquired a further 30
properties for GBP19.8 million and as at 31 August 2020, the
portfolio was valued at GBP531.9 million.
The Company invests in Social Housing assets in the UK, with a
particular focus on specialised Supported Housing. The assets
within the portfolio benefit from inflation-linked (typically CPI),
long-term (typically from 20 years to 30 years), FRI leases with
Approved Providers (being Housing Associations, Local Authorities
or other regulated organisations in receipt of direct payment from
local government). The Group typically only acquires Social Housing
assets once they are let or pre-let and are, or are about to begin,
generating revenue. In addition, the Group may also forward fund
the development of new Social Housing assets in circumstances where
there is an agreement to lease in place and where the Group
receives a coupon on its investment (or equivalent reduction in the
purchase price) during the construction phase and prior to the
entry into a lease. The Group does not acquire land for speculative
development.
There is societal and political pressure to increase the
provision of high quality social housing in the UK and this is
creating opportunities for private sector investors to invest in
new homes. 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 positive financial
and social returns to investors.
Since its IPO in August 2017, the Company has deployed GBP496.9
million (including costs) in acquiring, committing to acquire or
forward funding 434 Supported Housing properties across the UK. The
Company has fully utilised and invested all proceeds of the GBP68.5
million Loan Notes and as at 29 September 2020 the Revolving Credit
Facility was 89.7 per cent. drawn. The Company expects to have
fully drawn the Revolving Credit Facility at the beginning of
October 2020 and intends to have substantially invested or
committed the Revolving Credit Facility proceeds by November
2020.
Use of Proceeds for the Issue
The Investment Manager has access to a pipeline of potential
investments and is engaged in active discussions with various
parties (including Approved Providers and developers) in relation
to a number of assets that meet the Company's strict investment
criteria and are on terms that the Investment Manager considers
attractive for the Group. Together, the various sources equate to a
pipeline in excess of GBP150 million, which may potentially be
acquired (subject to, inter alia, satisfactory due diligence and
agreement on terms) by the Company over the next 12 months to the
extent that the Company has sufficient cash to make such
acquisitions out of the proceeds from equity and debt
financing.
Within the existing pipeline, the Investment Manager is
currently in active negotiations in relation to a number of
attractive assets, predominantly sourced off-market, to be funded
from the proceeds of the Issue.
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 currently 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 Investment Manager's strong
sector experience and commercial relationships, the Directors
expect the Company to be able to acquire a number of these assets,
subject to it having requisite funds at the time of any such
opportunity arising.
The Directors and Investment Manager also believe 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 the funds and
flexibility to capitalise on the investment opportunities referred
to above.
Benefits of the Issue and Placing Programme
The Directors believe that the Issue and the Placing Programme
will have the following principal benefits:
-- they will provide additional equity capital which will enable
the Company to capitalise on the attractive acquisition and
development opportunities available in the Supported Housing sector
and have a further positive impact on society by investing in
adapted homes for vulnerable individuals who would otherwise be
living in potentially unsuitable accommodation;
-- 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 as well as providing further scale to the
Company's portfolio;
-- the increased size of the Company should mean fixed costs are
spread over a larger asset base, reducing the ongoing charges;
-- increasing the size of the Company will help to increase
liquidity and make the Ordinary Shares more attractive to a wider
investor base;
-- as the Company is actively considering a number of specific
property opportunities, the Issue should assist in matching the
capital requirements of the Company to the investment opportunities
the Investment Manager has identified; and
-- the Placing Programme will allow the Company to tailor future
equity issuances to its pipeline, providing flexibility and
minimising cash drag.
Expected timetable
Record Date for entitlements under Close of business on 28 September
the Open Offer 2020
Latest time and date for receipt 11.00 a.m. on 19 October 2020
of completed Open Offer Application
Forms and payment in full under
the Open Offer
Latest time and date for receipt 11.00 a.m. on 19 October 2020
of completed Offer for Subscription
Application Forms and payment in
full under the Offer for Subscription
Latest time and date for receipt 11.00 a.m. on 20 October 2020
of placing commitments under the
Placing
Announcement of the results of the 21 October 2020
Issue
General Meeting 10.00 a.m. on 21 October 2020
Admission and dealing in new Ordinary 8.00 a.m. on 23 October 2020
Shares commence
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. In
particular the Board may, with the prior approval of the Investment
Manager, Stifel 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.
Further information on the Issue
The Company is proposing to raise approximately GBP70 million by
way of the issue of 66,037,735 new Ordinary Shares by way of a
Placing, Open Offer and Offer for Subscription at an issue price of
106 pence per new Ordinary Share. The Issue Price of 106 pence per
share represents a discount of 1.9 per cent. to the closing price
of 108 pence per existing ordinary share in the capital of the
Company on 29 September 2020 (being the last business day prior to
this Announcement) and a 1.9 per cent. premium to the Company's
adjusted NAV of 104.05 pence, being the last reported NAV as at 30
June 2020 after deducting the 1.295 pence Q2 dividend declared on
26 August 2020 and paid on 25 September 2020.
In the event that the Company has demand from investors which
exceeds the target issue size of GBP70 million, the Board may
consider increasing the size of the Issue by up to approximately
GBP30 million through the issue of further Ordinary Shares at the
Issue Price. Any decision to increase the Issue would only be made
after careful consideration of the prevailing market conditions,
the availability and estimated price of the properties that the
Investment Manager has identified as being suitable for purchase by
the Company and the length of time it would likely take to acquire
them.
Following the Issue and admission of the n ew Ordinary Shares to
the London Stock Exchange ("Admission"), the n ew Ordinary Shares
will be issued and credited as fully paid and will rank pari passu
with the existing Ordinary Shares then in issue (save for any
dividends or other distributions declared, made or paid on the
Ordinary Shares by reference to a record date prior to the
allotment of the n ew Ordinary Shares and any relevant Placing
Programme Shares).
The Issue is not underwritten. The Issue (other than the Open
Offer Basic Entitlements) may be scaled back by the Directors for
any reason, including where it is necessary to scale back
allocations to ensure the Issue proceeds align with the Company's
post fundraise acquisition and leverage targets.
The Offer for Subscription is only being made in the UK, but
subject to applicable law, the Company, in its discretion, may
allot and issue n ew Ordinary Shares on a private placement basis
to applicants in other jurisdictions.
The Issue is conditional, inter alia, upon the following:
-- the resolutions concerning the Issue to be proposed to
Shareholders at the General Meeting (the "Issue Resolutions") being
passed (without material amendment);
-- the placing agreement entered into today between the Company,
Stifel, Akur and the Investment Manager in connection with the
Issue and the Placing Programme (the "Placing Agreement") becoming
unconditional in all respects (save for the condition therein
relating to Admission and in respect of any condition which relates
to the Placing Programme) and not having been terminated in
accordance with its terms prior to Admission; and
-- Admission becoming effective by not later than 8.00 a.m. on
23 October 2020 (or such later time and/or date as the Company ,
Stifel and Akur may agree, being not later than 8.00 a.m. on 30
November 2020).
The notice convening the General Meeting to authorise the
Directors to implement the Issue and the Placing Programme will be
set out in the Circular, which is expected to be published and
posted to Shareholders today. The General Meeting is expected to be
held at 10.00 a.m. on 21 October 2020. The Board believes that the
Issue and the Resolutions are in the best interests of the Company
and Shareholders as a whole. Accordingly, the Board unanimously
recommends that you vote in favour of the Resolutions, as the
Directors intend to do in respect of their own beneficial
holdings.
If any of the conditions are not satisfied, or, if applicable,
waived, or if the Placing Agreement is terminated in accordance
with its terms prior to Admission, the Issue will not proceed and
application monies will be returned to investors without interest
as soon as possible. An announcement to that effect will be made
via a Regulatory Information Service. If the Issue does not
proceed, the Placing Programme may still be implemented assuming
the Placing Programme Resolutions are passed.
The results of the Issue are expected to be announced on 21
October 2020. The new Ordinary Shares will be issued and credited
as fully paid and will rank pari passu in all respects with the e
xisting Ordinary Shares. The n ew Ordinary Shares will be issued in
registered form and will be capable of being held in both
certificated and uncertificated form.
Applications will be made for the n ew Ordinary Shares to be
admitted to the premium listing segment of the Official List of the
FCA and to trading on the Main Market of the London Stock Exchange.
It is expected that Admission will become effective on, and that
dealings for normal settlement in the n ew Ordinary Shares will
commence on the London Stock Exchange by 8.00 a.m. on 23 October
2020.
The e xisting Ordinary Shares are already admitted to trading on
the Main Market and to CREST. It is expected that all n ew Ordinary
Shares, when issued pursuant to the Issue and/or the Placing
Programme, will be capable of being held and transferred by means
of CREST.
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 GB00BLN8N207
SEDOL for the Open Offer Basic Entitlements BLN8N20
ISIN for the Excess Open Offer Entitlements GB00BLN8N314
SEDOL for the Excess Open Offer Entitlements BLN8N31
Prospectus
Further details of the Issue, Admission and the Placing
Programme will be set out in the Prospectus, which is expected to
be available shortly 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
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
NOTES:
(1) This target dividend is a target only and not a profit
forecast. The Company's ability to distribute dividends on an
annual basis will be determined by the existence of realised
profits, legislative requirements, and available cash reserves.
There is no certainty as to any level of dividends. The dividend
targets may not be achieved, and all dividend payments are subject
to the Company having adequate distributable reserves and cash
reserves. Accordingly, potential investors should not place any
reliance on this target in deciding whether or not to invest in the
Company and should decide for themselves whether or not the target
dividend yield is reasonable or achievable.
The Company's LEI is 213800BERVBS2HFTBC58.
Further information on the Company can be found on its website
at www.triplepointreit.com .
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, into or from Australia, Canada, the
Republic of South Africa, New Zealand or Japan or the United States
(including its territories and possessions, any state of the United
States and the District of Columbia), nor 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 does not constitute a
prospectus relating to the Company and does not constitute, or form
part of, any offer or invitation to sell or issue, or an invitation
to purchase investments of any description, or any solicitation of
any offer to subscribe for, any securities in the Company in any
jurisdiction 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
or act as any inducement to enter into, any contract therefore.
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).
This Announcement may include "forward-looking statements". All
statements other than statements of historical facts included in
this Announcement, including, without limitation, those regarding
the Company's investment strategy, plans, objectives and target
returns are forward-looking statements. Forward-looking statements
are subject to risks and uncertainties and accordingly the
Company's actual future financial results and operational
performance may differ materially from the results and performance
expressed in, or implied by, the statements. These factors include
but are not limited to those described in the Prospectus, when
published. These forward-looking statements speak only as at the
date of this Announcement. The Company expressly disclaims any
obligation or undertaking to update or revise any forward-looking
statements contained herein to reflect actual results or any change
in the assumptions, conditions or circumstances on which any such
statements are based unless required to do so by the Financial
Services and Markets Act 2000, the Prospectus Regulation Rules or
other applicable laws, regulations or rules.
In relation to each Member State of the European Economic Area
(each, a "Member State"), no Ordinary Shares have been offered or
will be offered pursuant to the Issue or the Placing Programme to
the public in that Member State prior to the publication of a
prospectus in relation to the Ordinary Shares having been approved
by the competent authority in that Member State or, where
appropriate, approved in another Member State and notified to the
competent authority in that Member State (all in accordance with
the Prospectus Regulation), except that offers of Ordinary Shares
may be made to the public in that Member State at any time under
the following exemptions under the Prospectus Regulation:
a) to any legal entity which is a "qualified investor" as
defined under the Prospectus Regulation;
b) fewer than 150 natural or legal persons (other than
"qualified investors" as defined under the Prospectus Regulation),
subject to obtaining the prior consent of Stifel for any such
offer; or
c) in any other circumstances falling within Article 1(4) of the Prospectus Regulation,
provided that no such offer of Ordinary Shares shall require the
Company to publish a prospectus pursuant to Article 1 of the
Prospectus Regulation or any measure implementing the Prospectus
Regulation in a Member State and each person who initially acquires
any Ordinary Shares or to whom any offer is made under the Issue
will be deemed to have represented, acknowledged and agreed that it
is a "qualified investor" within the meaning of Article 2(e) of the
Prospectus Regulation.
For the purposes of this provision, the expression "offer to the
public" in relation to any offer of Ordinary Shares in any Member
State means the communication in any form and by any means of
sufficient information on the terms of the Issue or Placing
Programme, and any Ordinary Shares to be offered, so as to enable
an investor to decide to purchase or subscribe for any Ordinary
Shares.
The Company and its affiliates, representatives and others will
rely upon the truth and accuracy of the foregoing representation,
warranty, acknowledgement and agreement. Notwithstanding the above,
a person who is not a qualified investor and who has notified
Stifel of such fact in writing may, with the consent of Stifel, be
permitted to subscribe for and/or purchase Ordinary Shares in the
Issue and/or the Placing Programme.
The Investment Manager is authorised and supervised by the FCA
as a full-scope AIFM of the Company and has applied for permission
to market the Ordinary Shares in the United Kingdom. In accordance
with Article 32 of AIFMD, the Investment Manager has notified the
FCA that it intends to market the Ordinary Shares to professional
investors in Ireland, the Netherlands and Belgium in accordance
with AIFMD and the UK AIFMD Rules. Marketing into the United
Kingdom and those overseas jurisdictions shall only commence once
the Investment Manager has been granted approval to market by the
FCA, 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 overseas jurisdictions.
This Announcement is for information purposes only and 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 Australia, Canada, South Africa, New Zealand,
Japan, the United States 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 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, sold, pledged or otherwise
transferred, directly or indirectly, in or into the United States
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
in compliance with all applicable state securities laws and under
circumstances that would not require the company to register under
the Investment Company Act. There will be no public offer of
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, the Republic of 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,
the Republic of 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.
Neither the Guernsey Financial Services Commission nor the States
of Guernsey take any responsibility for the financial soundness of
the Company, or for the correctness of any of the statements made
or opinions expressed with regard to it.
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. The Ordinary Shares being offered may be offered or sold in
Jersey only in compliance with the provisions of the Control of
Borrowing (Jersey) Order 1958.
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.
Stifel Nicolaus Europe Limited ("Stifel") is authorised and
regulated by the Financial Conduct Authority. Akur Limited ("Akur")
is authorised and regulated by the Financial Conduct Authority.
Each of Stifel 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, Stifel, Akur and any of their
respective affiliates, directors, officers, employees, advisers or
agents 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, Stifel, 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 retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; 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 and the Placing Programme. Notwithstanding the Target
Market Assessment, Stifel 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 Ordinary
Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Ordinary Shares and determining
appropriate distribution channels.
PRIIPS
In accordance with the Regulation (EU) No 1286/2014 of the
European Parliament and of the Council of 26 November 2014 on key
information documents for packaged retail and insurance-based
investment products ("PRIIPs") and its implementing and delegated
acts (the "PRIIPs Regulation"), the Investment Manager has prepared
a key information document (the "KID") in respect of the Ordinary
Shares. The KID is made available by the Investment Manager to
"retail investors" prior to them making an investment decision in
respect of the Ordinary Shares at (www.triplepointreit.com).
If you are distributing Ordinary Shares, it is your
responsibility to ensure that the KID is provided to any clients
that are "retail clients".
The Company is the only manufacturer of the Ordinary Shares for
the purposes of the PRIIPs Regulation and none of Stifel, Akur or
the Investment Manager are manufacturers for these purposes. None
of Stifel, Akur or the Investment Manager makes any
representations, express or implied, or accepts any responsibility
whatsoever for the contents of the KID prepared by the Company nor
accepts any responsibility to update the contents of the KID in
accordance with the PRIIPs Regulation, to undertake any review
processes in relation thereto or to provide the KID to future
distributors of Ordinary Shares. Each of Stifel, Akur, the
Investment Manager and their respective affiliates accordingly
disclaim all and any liability whether arising in tort or contract
or otherwise which it or they might have in respect of the KIDs
prepared by the Company. Investors should note that the procedure
for calculating the risks, costs and potential returns in the KID
are prescribed by laws. The figures in the KID may not reflect
actual returns for the Company and anticipated performance returns
cannot be guaranteed.
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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
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