CONVERSION OF C SHARES
29 June 2018
Triple Point Social Housing REIT plc
(the "Company" or, together with its subsidiaries, the "Group")
CONVERSION OF C SHARES
Following the acquisitions announced by Triple Point Social Housing REIT plc (tickers: SOHO; SOHC) on 29 June 2018, the Board is pleased to announce that the net proceeds of the C Share issue undertaken by the Company in March 2018 (further details of which are set out in the prospectus published in connection therewith on 7 March 2018 (the "Prospectus")) have been substantially invested.
The Group has now invested or committed £44 million (including costs) to supported housing properties across the UK. These assets have been attributed to the C Share Pool and include £24.1 million of assets relating to the acquisition by the Company of TP Social Housing Investments Limited ("TPSHIL"), in respect of which the Company has convened a general meeting of Ordinary Shareholders for 11 July 2018 (further details of which can be found in the Circular to shareholders published on 22 June 2018).
As a result, the Directors have determined that the Calculation Date for the conversion of the C shares into Ordinary Shares will be 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). Accordingly, conversion will be made by reference to the respective net asset values of the C Shares and the Ordinary Shares at close of business on the Calculation Date in accordance with the terms of the C Shares (as set out in the Company's Articles of Association and replicated in the Prospectus) ("Conversion").
Dealings in the new Ordinary Shares arising on Conversion are currently expected to commence, and the listing of the C shares to be cancelled, on Thursday, 30 August 2018 (the "Conversion Date").
Dividends in respect of C Shares and Ordinary Shares
As set out in the Prospectus, holders of C Shares are entitled to a fixed dividend of 3 per cent. per annum (based on the C Share issue price of 100p). Accordingly, the Board intends to declare a dividend for holders of C Shares 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).
The Company also intends to declare the quarterly interim dividend to holders of Ordinary Shares in August in respect of the quarter ending 30 June 2018.
The Board intends to declare both the above dividends with a record date that is before the Conversion Date, for payment at the end of September 2018 and as such, each dividend will be deducted from the net asset values of the Ordinary Share Pool or C Share Pool at the Calculation Date as appropriate.
The 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. The Company expects to declare the quarterly dividend for the period from 1 July to 30 September in November 2018, payable at the end of December 2018.
Expected Conversion and Dividend timetable
It is currently expected that 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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Dividends declared in respect of C Shares (period from Admission to Conversion Date) and Ordinary Shares (for the second quarter to to 30 June 2018)
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16 August 2018 |
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Ex-Date in respect of such Dividends |
23 August 2018
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Record Date in respect of such Dividends |
24 August 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 |
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Admission of new Ordinary Shares arising on Conversion
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8.00am on Thursday, 30 August |
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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 |
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.
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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Patrick Hanrahan |
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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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