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 END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT HAS BEEN DETERMINED TO CONTAIN INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014.
23 March 2018
Triple Point Social Housing REIT plc
(the "Company" or, together with its subsidiaries, the "Group")
RESULT OF PLACING, OPEN OFFER AND OFFER FOR SUBSCRIPTION OF C SHARES
MIGRATION OF ORDINARY SHARES TO THE PREMIUM SEGMENT OF THE OFFICIAL LIST
The Board of Triple Point Social Housing REIT plc (ticker: SOHO) announces the result of the Placing, Open Offer and Offer for Subscription of C shares in the Company (being a new class of convertible, non-voting preference shares) (the "C Shares") at a price of 100p per share (the "Issue Price") (the "Issue").
A total of 47,500,000 C Shares will be issued raising Gross Proceeds of £47.5 million, of which 33,005,715 C Shares will be issued pursuant to the Open Offer, 815,150 C Shares will be issued pursuant to the Offer for Subscription and 13,679,135 C Shares will be issued under the Placing.
The Net Proceeds of the Issue will be used by the Company to capitalise on investment opportunities identified by Triple Point Investment Management LLP (the "Delegated Investment Manager") in the Supported Housing sector. The Delegated Investment Manager expects to be able to deploy the Net Proceeds of the Issue such that the C Shares convert into Ordinary Shares by 31 December 2018.
The Company has also received confirmation from the UK Financial Conduct Authority (the "FCA") that its ordinary shares ("Ordinary Shares") will be admitted to the premium segment of the Official List of the UK Listing Authority (the "Migration") and will move their trading venue to the premium segment of the Main Market of the London Stock Exchange.
Commenting on the result of the Issue, Chris Phillips, Chairman of Triple Point Social Housing REIT plc, said:
"Given the current market backdrop, we are pleased with the result of this fundraise. We appreciate the support of our existing shareholders and welcome our new investors, and we look forward to reporting on the Group's continued strong progress over the coming months."
James Cranmer, Partner of Triple Point Investment Management LLP, commented:
"We are actively engaged in discussions in relation to a significant pipeline of assets that meet the Company's investment criteria, and are on terms that we consider attractive for the Group. The Net Proceeds of the Issue will enable the Group to capitalise on a number of these opportunities."
The Issue is conditional, amongst other things, upon the passing of the Issue Resolutions at the General Meeting to be held on 26 March 2018, Admission of the C Shares occurring no later than 8.00 a.m. on 27 March 2018 (or such later time and/or date as the Company, Akur Limited ("Akur") and Canaccord Genuity Limited ("Canaccord Genuity") may agree) and the Placing Agreement not being terminated and becoming unconditional in accordance with its terms.
Canaccord and Akur acted as Joint Financial Advisers. Canaccord Genuity acted as Sole Global Coordinator and Bookrunner in relation to the Issue, and as Sponsor in relation to the Migration.
Admission to the Official List
Application has been made for all of the Ordinary Shares to be admitted to the premium listing segment of the Official List of the FCA and for all of the C Shares to be admitted to the standard listing segment of the Official List, and for both the Ordinary Shares and C Shares to be admitted to trading on the London Stock Exchange's main market for listed securities ("Admission"). It is expected that Admission will become effective, and that dealings in the C Shares will commence, on 27 March 2018.
Total Voting Rights
Immediately following Admission, the Company's issued share capital will consist of 200,000,000 Ordinary Shares with voting rights and 47,500,000 C Shares which are non-voting.
As the C Shares have no voting rights, the total voting rights in the Company will be 200,000,000. 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.
Holders of C Shares should note that they will have separate notification obligations under the Articles and may use the total figure of 47,500,000 C Shares 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 C Shares under the Articles.
Indicative timetable
Trade date (on a T+2 basis) for C Shares to be issued to Placees pursuant to the Placing |
23 March 2018 |
General Meeting |
11.00 a.m. on 26 March 2018 |
Admission of the C Shares to the standard segment of the Official List and commencement of dealings on the London Stock Exchange |
8.00 a.m. on 27 March 2018 |
Admission of the Ordinary Shares to the premium segment of the Official List and the transfer of trading of the Ordinary Shares from the Specialist Fund Segment to the premium segment of the Main Market |
8.00 a.m. on 27 March 2018 |
C Shares credited to CREST stock accounts |
27 March 2018 |
Share certificates despatched (where appropriate) |
week commencing 2 April 2018 (or as soon as possible thereafter) |
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.
Dealing codes
Ordinary Shares
Ticker of the Ordinary Shares |
SOHO |
ISIN for the Ordinary Shares |
GB00BF0P7H59 |
SEDOL for the Ordinary Shares |
BF0P7H5 |
|
|
C Shares |
|
Ticker of the C Shares |
SOHC |
ISIN for the C Shares |
GB00BFYV7J12 |
SEDOL for the C Shares |
BFYV7J1 |
Any capitalised terms used but not otherwise defined in this announcement have the meaning set out in the circular and the prospectus published by the Company in connection with the Issue.
FOR FURTHER INFORMATION ON THE COMPANY, PLEASE CONTACT:
Triple Point Investment Management LLP (Delegated Investment Manager) |
(via Newgate below) |
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 (Joint Financial Adviser and Corporate Broker) |
Tel: 020 7523 8000 |
Lucy Lewis |
|
Denis Flanagan |
|
Andrew Zychowski |
|
|
|
Newgate (PR Adviser) |
Tel: 020 7680 6550 |
James Benjamin |
Em: [email protected] |
Anna Geffert |
|
Patrick Hanrahan |
|
Leena Patel |
|
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 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 and 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 Main Market of the London Stock Exchange on 8 August 2017 and operates as a UK Real Estate Investment Trust.
IMPORTANT NOTICE
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 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 or C 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 C 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 or the C Shares in the United States.
The offer and sale of Ordinary Shares and the C 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 and the C 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.
Canaccord Genuity is authorised and regulated by the Financial Conduct Authority. 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 Migration. 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.
