CONVERSION OF C SHARES - CONVERSION RATIO
THIS ANNOUNCEMENT HAS BEEN DETERMINED TO CONTAIN INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014.
28 August 2018
Triple Point Social Housing REIT plc
(the "Company" or, together with its subsidiaries, the "Group")
CONVERSION OF C SHARES - CONVERSION RATIO
Further to the announcement of 29 June 2018, the Board of Triple Point Social Housing REIT plc (tickers: SOHO; SOHC) is pleased to announce the ratio for the conversion of the C Shares into new Ordinary Shares in accordance with the terms of the C Shares (as set out in the Company's Articles of Association) on 30 August 2018 ("Conversion Date") ("Conversion").
Net Asset Values and Conversion Ratio
The Directors determined that the calculation date for the Conversion was 29 June 2018 (being the final business day of the month in which at least 90 per cent. of the net proceeds of the C Share issue have been invested or committed) ("Calculation Date").
Accordingly, Conversion will be made by reference to the respective net asset values per share of the C Shares and the Ordinary Shares at close of business on the Calculation Date which were as follows:
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As at 29 June 2018 (p) |
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NAV per C Share |
98.28 |
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Adjusted NAV per C Share 1 |
97.93 |
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NAV per Ordinary Share |
101.61 |
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Adjusted NAV per Ordinary Share 2 |
100.36 |
1 NAV per C Share adjusted for the dividend payable to C Shareholders for the period from 27 March 2018 to 30 August 2018 and the fair value gain on the assets acquired for the C Share Pool from TP Social Housing Investments Limited on which the Company had exchanged contracts as at 30 June 2018 but which completed on 13 July 2018, following shareholder approval of the transaction.
2 NAV per Ordinary Share adjusted for the dividend payable to Ordinary Shareholders for the period from 1 April 2018 to 30 June 2018.
Therefore, the C Shares will convert into new Ordinary Shares on the following basis (the "Conversion Ratio"):
0.975836 new Ordinary Shares for every 1 C Share held
Accordingly, the total number of new Ordinary Shares arising on Conversion will be 46,352,210. Shareholders will not be entitled to a fraction of a new Ordinary Share arising on Conversion. Instead, their entitlement will be rounded down to the nearest whole number of Ordinary Shares. Fractional entitlements to Ordinary Shares will be aggregated and the whole number of Ordinary Shares will be sold and the proceeds retained for the benefit of the Company.
Dividends in respect of C Shares and Ordinary Shares
The following dividends (the "Dividends"), declared by the Board on 16 August 2018, have been reflected in the respective Adjusted NAVs of the Ordinary Share and C Share as the case may be, in accordance with the provisions pertaining to the C Shares in the Company's Articles of Association:
· In respect of C Shares: an aggregate of 1.29 pence per share (being the fixed dividend of 3 per cent. per annum (based on the C Share issue price of 100 pence) pro-rated for the period from 27 March 2018 (being the date of issue of the C Shares) to 30 August 2018 (being the Conversion Date)); and
· In respect of Ordinary Shares: 1.25 pence per share (being the quarterly interim dividend to holders of Ordinary Shares in respect of the quarter ending 30 June 2018) of which 0.8125 pence is payable as a Property Income Distribution.
These dividends will be paid on or around 28 September 2018 to shareholders who were on the register on 24 August 2018. The ex-dividend date was 23 August 2018.
The new Ordinary Shares arising on conversion of the C Shares will rank pari passu with the existing Ordinary Shares for any dividends or distributions declared after the Conversion Date and, for the avoidance of doubt, will be entitled to the dividend in respect of the quarter ending 30 September 2018.
Admission
On the basis of the Conversion Ratio, application has been made to the UK Listing Authority for 46,352,210 new Ordinary Shares to be admitted to the premium segment of the Official List and to the London Stock Exchange for the new Ordinary Shares to be admitted to trading on the premium segment of the Main Market. Dealings in the new Ordinary Shares arising on Conversion are expected to commence on Thursday, 30 August 2018.
Removal of C Share Line
Application will be made for the C Share line to be removed from the Official List and from trading on the Main Market of the London Stock Exchange by the opening of trading at 8.00am on 31 August 2018.
Expected Conversion timetable
Conversion will occur in accordance with the following timetable:
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Calculation Date
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29 June 2018 |
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Announcement of Conversion Ratio |
28 August 2018
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Record Date for Conversion and C Share register closes
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6.00pm on Wednesday, 29 August 2018 |
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Admission of new Ordinary Shares arising on Conversion
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8.00am on Thursday, 30 August 2018 |
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CREST accounts credited with new Ordinary Shares in uncertificated form
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30 August 2018 |
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Share certificates in respect of new Ordinary Shares in certificated form dispatched
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Week commencing 3 September 2018 |
All references to times in this announcement are to London time unless otherwise stated.
Any capitalised terms used but not otherwise defined in this announcement have the meaning set out in the prospectus dated 7 March 2018 published in respect of the C Shares (the "Prospectus").
FOR FURTHER INFORMATION ON THE COMPANY, PLEASE CONTACT:
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Triple Point Investment Management LLP (Delegated Investment Manager) |
(via Newgate below) |
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James Cranmer |
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Ben Beaton |
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Max Shenkman |
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Justin Hubble |
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Akur Limited (Joint Financial Adviser) |
Tel: 020 7493 3631 |
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Tom Frost |
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Anthony Richardson |
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Siobhan Sergeant |
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Canaccord Genuity Limited (Joint Financial Adviser and Corporate Broker) |
Tel: 020 7523 8000 |
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Lucy Lewis |
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Denis Flanagan |
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Andrew Zychowski |
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Newgate (PR Adviser) |
Tel: 020 7680 6550 |
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James Benjamin |
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Anna Geffert |
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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 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.
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.
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