TIDMSOHO
RNS Number : 7090C
Triple Point Social Housing REIT
21 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 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 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.
21 October 2020
Triple Point Social Housing REIT plc
(the "Company" or, together with its subsidiaries, the
"Group")
Results of the Issue
Total Voting Rights
Further to the announcement on 30 September 2020, t he Board of
Directors of Triple Point Social Housing REIT plc (ticker: SOHO) is
pleased to announce that, following a scaling back exercise, the
Company has raised GBP 55 million through the issue of 51,886,792
new Ordinary Shares at a price of 106 pence per new Ordinary Share
(the "Issue").
The Company has received valid acceptances under the Open Offer
from Shareholders in respect of 14,688,195 new Ordinary Shares. The
Company has also received valid acceptances under the Offer for
Subscription in respect of 1,123,201 new Ordinary Shares. In
addition, a total of 36,075,396 new Ordinary Shares were taken up
pursuant to the Placing.
The Issue is conditional, amongst other things, upon the passing
of the Issue Resolutions at the General Meeting to be held at 10.00
a.m. today, Admission of the Ordinary Shares occurring no later
than 8.00 a.m. on 23 October 2020 (or such later time and/or date
as the Company, Stifel Nicolaus Europe Limited (" Stifel ") and
Akur Limited ("Akur") may agree) and the Placing Agreement not
being terminated and becoming unconditional in accordance with its
terms.
Stifel and Akur acted as Joint Financial Advisers to the
Company. Stifel acted as Sponsor, Sole Global Coordinator and
Bookrunner in relation to the Issue.
Admission
An application has been made in respect of the 51,886,792 new
Ordinary Shares to be issued pursuant to the Issue to be admitted
to the premium segment of the Official List and to trading on the
London Stock Exchange's Main Market for listed securities
("Admission"). It is expected that Admission will become effective
and dealings in the new Ordinary Shares will commence at 8.00 a.m.
(London time) on 23 October 2020. The new Ordinary Shares will,
when issued be credited as fully paid and will rank pari passu with
the existing Ordinary Shares .
Total Voting Rights
Immediately following Admission, the Company will have
403,239,002 Ordinary Shares in issue (including 450,000 Ordinary
Shares held in treasury) and therefore the total voting rights in
the Company will be 402,789,002. This figure may be used by
shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or
a change to their interest in, the share capital of the Company
under the FCA's Disclosure Guidance and Transparency Rules.
Director Participation
Tracey Fletcher-Ray, a Director of the Company, has participated
in the Issue. Details of her subscription in the Issue are as
follows:
Director Number of shares Number of shares Number of shares
held prior to subscribed for held after the
the Issue in the Issue Issue
Tracey Fletcher-Ray - 37,735 37,735
------------------ ----------------- -----------------
The Company shortly will also be making a notification and
public disclosure of the transaction by the Director as a person
discharging managerial responsibilities in accordance with the
requirements of the EU Market Abuse Regulation giving more details
of the above dealings.
Investment Manager Participation
In accordance with the terms of the Investment Management
Agreement with Triple Point Investment Management LLP (the
"Investment Manager"), the Investment Manager shall procure that 25
per cent. of the management fee (net of applicable tax) shall be
applied by subscribing for or acquiring Ordinary Shares. The
Investment Manager has fulfilled this requirement through
subscribing for 224,149 Ordinary Shares at the Issue Price under
the Offer for Subscription. The subscription was made by Perihelion
One Limited (a company in the Triple Point Group), following
settlement of which the Investment Manager will hold 2,096,233
Ordinary Shares in the Company.
Related Party Transaction
BlackRock, Inc. as agent for and on behalf of its discretionary
managed clients ("BlackRock") is a related party of the Company for
the purposes of Chapter 11 of the Listing Rules as a result of
being entitled to exercise, or to control the exercise of, over 10
per cent. of the votes able to be cast at general meetings of the
Company. BlackRock has agreed to subscribe for 6,143,119 new
Ordinary Shares under the Placing at an aggregate value of
GBP6,511,706, and on the terms and conditions of the Placing. This
constitutes a smaller related party transaction under Listing Rule
11.1.10.
Unless otherwise defined, the terms used in this announcement
shall have the same meaning as set out in the prospectus dated 30
September 2020 (the "Prospectus") or the supplementary prospectus
dated 15 October 2020 (the "Supplementary Prospectus"), copies of
which are available on the Company's website at
www.triplepointreit.com .
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
Further information on the Company can be found on its website
at www.triplepointreit.com .
Dealing codes
Ordinary Shares
Ticker of the Ordinary Shares SOHO
ISIN for the Ordinary Shares GB00BF0P7H59
SEDOL for the Ordinary Shares BF0P7H5
The Company's LEI is 213800BERVBS2HFTBC58.
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
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 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.
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.
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