TIDMSOHO
RNS Number : 1898C
Triple Point Social Housing REIT
15 October 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 OF 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 AND SUPPLEMENTARY PROSPECTUS 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.
15 October 2020
Triple Point Social Housing REIT plc
(the "Company" or, together with its subsidiaries, the
"Group")
PUBLICATION OF SUPPLEMENTARY PROSPECTUS
The Board of Triple Point Social Housing REIT plc (ticker: SOHO)
announces the publication of a supplementary prospectus (the "
Supplementary Prospectus ") approved by the Financial Conduct
Authority in relation to the Placing, Open Offer and Offer for
Subscription (the " Issue ") announced on 30 September 2020. This
Supplementary Prospectus is supplemental to, and should be read in
conjunction with, the prospectus published by the Company on 30
September 2020 in relation to the Issue and the Placing Programme
(the "Prospectus").
The publication of the Supplementary Prospectus is a regulatory
requirement under Article 23 of the Prospectus Regulation and Rule
3.4 of the Prospectus Regulation Rules following the occurrence of
a significant new factor. The significant new factor is that the
Company has appointed a financial intermediary, PrimaryBid Limited
(registered office: 21 Albermarle Street, London W1S 4BS)
("PrimaryBid"), in connection with the Offer for Subscription.
As a financial intermediary, PrimaryBid is authorised to use the
Prospectus and Supplementary Prospectus to market the Ordinary
Shares to potential retail investors in the United Kingdom in
connection with the Offer for Subscription.
Further details of the Issue and Placing Programme are set out
in the Prospectus which, together with the Supplementary Propsectus
and the Circular, is available on the Company's website at
www.triplepointreit.com and is available for inspection at the
offices of Taylor Wessing LLP, 5 New Street Square, London EC4A
3TW.
Copies of the Prospectus and the Circular have been, and the
Supplementary Prospectus will be, submitted to the National Storage
Mechanism and will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
Any defined terms used in this announcement are as set out in
the Prospectus, Supplementary Prospectus and/or the Circular.
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
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-linked,
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 pressure and social need to
increase housing supply across the UK which is creating
opportunities for private sector investors to help deliver this
housing. The Group's ability to provide forward funding 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.
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, 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 and the Supplementary Prospectus
published by the Company in connection with the proposed Issue and
Placing Programme. Copies of the Prospectus and the Supplementary
Prospectus are available on the Company's website
(www.triplepointreit.com).
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 permission to market
the Ordinary Shares in the United Kingdom. In accordance with
Article 32 of AIFMD, the Investment Manager has been given
clearance by the FCA to market the Ordinary Shares to professional
investors in Ireland, the Netherlands and Belgium 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 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 and
Supplementary Prospectus. 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.
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END
PSPEAPESFASEFEA
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