Proposed Issue of C Shares and Posting of Circular
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.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS. THIS ANNOUNCEMENT DOES 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 OR ANY C SHARES IN THE COMPANY, IN ANY JURISDICTION, INCLUDING 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 RECOMMENDATION REGARDING ANY SECURITIES. ANY INVESTMENT DECISION MUST BE MADE EXCLUSIVELY ON THE BASIS OF ANY PROSPECTUS TO BE PUBLISHED BY THE COMPANY IN CONNECTION WITH THE ISSUE.
1 March 2018
Triple Point Social Housing REIT plc
(the "Company" or, together with its subsidiaries, the "Group")
PROPOSED ISSUE OF C SHARES
POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING
Further to the Company's announcement on 27 February 2018, the Board of Triple Point Social Housing REIT plc (ticker: SOHO) announces that it intends to raise up to £200 million (before expenses) through the issue of C shares (the "C Shares") at a price of 100p per share, via a pre-emptive Open Offer as well as a Placing and Offer for Subscription (the "Issue").
Background to and reasons for the Issue
Since its launch in August 2017, the Company has deployed £179.2 million (including purchase costs)1 of the net proceeds of the IPO to the acquisition or forward funding of properties. As at today's date, the Company's portfolio comprises 148 Supported Housing properties across the UK.2 The Company's Delegated Investment Manager continues to identify attractive Supported Housing assets which would be suitable investments for the Group through its growing network of, inter alia, Housing Associations, Supported Housing Care Providers and developers.
Now that the Group has a portfolio of sufficient size against which to secure debt, it is seeking to secure a bilateral term facility (the "Debt Facility") with one or more institutional lenders at a loan-to- value ratio of up to 40 per cent. It is expected that the term debt will have a minimum duration of 10 years and will be on an interest only basis with a fixed all-in coupon. The senior secured loan, expected to be for approximately £50-70 million (subject to terms), is likely to be secured over a specific pool of assets and contain ongoing covenants in relation to the Group's interest cover ratio and loan-to-value. It is anticipated that the debt facility will be in place in April 2018.
Given the strong pipeline of investment opportunities identified by the Delegated Investment Manager, the Board believes it would be in Shareholders' best interests to grow the Company and believes that it is an apt time for the Company to raise further equity.
Accordingly, the Company is targeting a capital raising of up to £200 million through the issue of up to 200 million C Shares at an Issue Price of 100 pence per C Share. The Company intends to use the Net Proceeds of the Issue to acquire Social Housing assets in accordance with the Company's Investment Policy.
Once available for drawdown, the Directors intend to deploy the Debt Facility in full in acquiring new assets. All assets acquired pursuant to the debt facility will be attributed to the Ordinary Share Pool. Until the Debt Facility is available for draw down (and once it is fully drawn), the Net Proceeds of the Issue will be used to acquire pipeline assets for the C Share Pool. It is anticipated that proceeds from the Debt Facility are likely to be fully committed within three months of drawdown.
Note:
1 Includes funds spent, committed or allocated to the acquisition or forward funding of supported housing assets, as well as the costs associated with such transactions.
2 Contracts have been exchanged for one of these properties, which is expected to complete later this year.
The C Shares
Under the Open Offer, Eligible Shareholders will be entitled to subscribe for an aggregate of approximately 133.3 million C Shares pro rata to their holdings of Ordinary Shares on the Record Date as follows:
2 C Shares for every 3 Ordinary Shares held at the Record Date
(being an Eligible Shareholder's Open Offer Basic Entitlement)
The C Shares will be a new class of convertible, non-voting preference share to be listed on the standard segment of the Official List and admitted to trading on the Main Market.
The C Shares will, subject to the requirements of the Companies Act, have the right to participate in a fixed rate dividend of three per cent. per annum (based on a C Share price of 100 pence) pro-rated up to the Conversion Date. The Company will not be entitled to reduce or forgo or waive the payment of these fixed rate dividends (subject to the provisions of the Companies Act 2006).
In order to protect the Company's REIT status, the C Shares will not carry a right to vote at general meetings. Holders of C Shares will, however, be able to vote at any class meeting of holders of C Shares.
The Calculation Date for the purposes of conversion of C Shares into Ordinary Shares will be the earlier of:
· the month end in which 90 per cent of the Net Proceeds being invested or committed;
· a month end on or after 30 November 2018 (being the Target Calculation Date) determined at the discretion of the Board; and
· 28 February 2019 (being the Backstop Calculation Date),
with the conversion occurring within two months of the Calculation Date (and therefore, no later than 30 April 2019). In any event, the Board and the Delegated Investment Manager are targeting the Target Calculation Date, with conversion occurring by 31 December 2018.
The C Shares will convert into new Ordinary Shares by dividing the Net Asset Value per C Share by the Net Asset Value per Ordinary Share (in each case on the Calculation Date).
Circular and Notice of GM
The Issue is subject to approval in a general meeting of shareholders ("General Meeting" or "GM") and, accordingly, the Company announces that it is convening a General Meeting at 11.00 a.m. on Monday, 26 March 2018 at Taylor Wessing LLP, 5 New Street Square, London, EC4A 3TW to consider and, if thought fit, approve the resolutions proposed in respect of, inter alia, the Issue including the issue of up to 200 million C Shares and the disapplication of statutory pre-emption rights applicable to the issue of such C Shares.
A circular setting out details of the Issue and a summary of the rights attached to the C Shares (the "Circular"), incorporating a notice convening the General Meeting (the "Notice of GM"), has been posted to shareholders today.
The Circular and Notice of GM are also available to view and download on the Company's website at www.triplepointreit.com and will shortly be available for inspection from the National Storage Mechanism at www.morningstar.co.uk/uk/nsm.
The deadline for receipt of the Forms of Proxy or transmission of CREST Proxy Instructions for the General Meeting will be 11.00 a.m. on Thursday, 22 March 2018. Shareholders who require a Form of Proxy should contact the Company's Registrars at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY.
Subject to regulatory approvals, the Company expects to publish a prospectus containing the full details of the Issue in early March 2018.
Capitalised words and phrases in this announcement shall have the meaning given to them in the Circular.
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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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 Sole Global Coordinator and Bookrunner) |
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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Leena Patel |
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Langham Hall UK Services LLP (Company Secretary) |
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 operates as a UK Real Estate Investment Trust.
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.
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 is an advertisement and not a prospectus. Investors should not subscribe for or purchase any transferable securities referred to in this announcement or the Circular except on the basis of information in the prospectus intended to be published by the Company in due course in connection with the proposed Issue. Copies of the that prospectus will, if published, be available on the Company's website (www.triplepointreit.com) following publication.
Neither this announcement nor the Circular contains or constitutes 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.
Prospective investors should be aware that any investment in the Company is speculative, involves a high degree of risk, and could result in the loss of all or substantially all of their investment.
Canaccord Genuity Limited ("Canaccord Genuity") is authorised and regulated by the Financial Conduct Authority. Akur Limited ("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.
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