Proposed Issue of Equity and Placing Programme
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 END OF THIS ANNOUNCEMENT.
THIS INFORMATION CONTAINED HEREIN IS FOR INFORMATION PURPOSES ONLY AND SHALL 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 IN THE COMPANY, IN ANY JURISDICTION, OR 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 THE PROSPECTUS TO BE PUBLISHED BY THE COMPANY IN CONNECTION WITH THE ISSUE AND THE PLACING PROGRAMME.
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.
30 September 2020
Triple Point Social Housing REIT plc
(the "Company" or, together with its subsidiaries, the "Group")
Placing, Open Offer and Offer for Subscription of Ordinary Shares
Launch of 12 month Placing Programme
T he Board of Directors of Triple Point Social Housing REIT plc (ticker: SOHO) (the "Board" or the "Directors"), which focuses on investing in specialised Supported Housing, is pleased to announce it is targeting an equity raise of approximately £70 million by way of a Placing, Open Offer and Offer for Subscription (the "Issue") at an issue price of 106 pence per new Ordinary Share (the "Issue Price").
Highlights
· The Issue Price of 106 pence per share represents a discount of 1.9 per cent. to the closing price of 108 pence per existing ordinary share in the capital of the Company ("Ordinary Shares") on 29 September 2020 (being the last business day prior to this Announcement) and a 1.9 per cent. premium to the Company's adjusted NAV of 104.05 pence per share, being the last reported NAV as at 30 June 2020 after deducting the 1.295 pence second quarter dividend (in respect of the period from 1 April 2020 to 30 June 2020) declared on 26 August 2020 and paid on 25 September 2020 (the "Q2 Dividend")
· The Company's investment manager, Triple Point Investment Management LLP, (the "Investment Manager") has identified a strong pipeline of investment opportunities in excess of £150 million, which may potentially be acquired by the Company over the next 12 months. Within the existing pipeline, the Investment Manager is currently in active negotiations in relation to a number of attractive assets, predominantly sourced off-market, to be funded from the proceeds of the Issue
· The Company's portfolio and investment strategy has continued to demonstrate its high quality and defensive characteristics throughout the COVID-19 pandemic, with the Group having received 100 per cent. of rent due and paying all dividends in full in respect of the first half of 2020
· The Company is targeting a total dividend of 5.18 pence per Ordinary Share in respect of the Company's financial year ending 31 December 2020(1), representing an implied dividend yield of 4.9 per cent. based on the Issue Price. The Company intends to continue increasing this target dividend annually in line with inflation
· In these challenging times, the Company's investments continue to help address the UK's chronic housing crisis, in particular, the need for specialised Supported Housing, alongside delivering both savings for the government and better health outcomes for its residents. This positive social impact drives further demand for this type of housing which in turn underpins the returns for the Company's investors
· The Open Offer and Offer for Subscription are expected to close on 19 October 2020 and the Placing is expected to close on 20 October 2020 with Admission expected to occur on 23 October 2020
The Issue is being conducted in accordance with the terms and conditions to be set out in a prospectus in relation to the Issue and Placing Programme (the "Prospectus"), which is expected to be published by the Company following its approval by the Financial Conduct Authority. Any capitalised terms used but not otherwise defined in this Announcement have the meaning set out in the Prospectus.
Under the Open Offer, Eligible Shareholders are entitled to subscribe for an aggregate of approximately 58,483,701 Ordinary Shares pro rata to their holdings of Ordinary Shares on the Record Date (being close of business on 28 September 2020) as follows: 1 new Ordinary Share for every 6 existing Ordinary Shares held. Eligible Shareholders who take up all of their Open Offer Basic Entitlements are entitled to apply for further Ordinary Shares under the Excess Application Facility.
In conjunction with the Issue, the Directors intend to implement the Placing Programme to enable the Company to raise additional equity capital through the issue of up to 150 million new Ordinary Shares in the 12 month period from 30 September 2020 to 29 September 2021. The Placing Programme will allow the Company to tailor future equity issuance to its pipeline, providing flexibility and minimising cash drag.
Both the Issue and Placing Programme are conditional, amongst other things, on the approval by the Company's shareholders ("Shareholders") in general meeting (the "General Meeting"), further details of which are set out in this Announcement and will be set out in the Circular, when published.
Chris Phillips, Chairman of the Company, said:
"During these challenging last six months, our portfolio of specialised Supported Housing homes have continued to provide critically needed accommodation to vulnerable adults, delivering better outcomes for our residents and savings for central government. Throughout this period, our portfolio has performed strongly, demonstrated by our 100 per cent. rent collection and uninterrupted dividend payments. Through the Investment Manager's deep market expertise, we have been able to identify a number of attractive assets which are firmly aligned with our investment strategy and would further strengthen the portfolio's long-term income potential."
FOR FURTHER INFORMATION ON THE COMPANY, PLEASE CONTACT:
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Triple Point Investment Management LLP (Investment Manager) |
Tel: 020 7201 8989 |
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Ben Beaton |
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Max Shenkman |
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Isobel Gunn-Brown |
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Justin Hubble |
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Stifel Nicolaus Europe Limited (Sponsor, Sole Global Co-ordinator and Bookrunner, Joint Financial Adviser and Corporate Broker) |
Tel: 020 7710 7600 |
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Mark Young Mark Bloomfield Rajpal Padam |
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Akur Limited (Joint Financial Adviser) Tom Frost Anthony Richardson Siobhan Sergeant |
Tel: 020 7493 3631 |
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Market Background
The extreme supply and demand imbalance for new Social Housing units (including Supported Housing units) means that the requirement for funding in the sector is likely to be a pertinent issue for the foreseeable future. Growing demand alongside constrained supply has led to a shortfall of Supported Housing that is expected to reach 46,771 units by 2024/2025 putting increased pressure on local authorities who have a statutory obligation to provide homes for vulnerable people in the community.
Excess demand for social housing is being driven by the growing UK population and systemic underinvestment in properties made available for discounted rent. In addition, there is a growing prevalence of disability in the UK which is driving demand for Supported Housing that has been adapted to provide long-term homes for vulnerable people with care and support needs. The growth in demand for specific Supported Housing units is compounded by the improved quality of life it can unlock for residents when compared to care homes and hospital settings and the resultant statutory pressure on local authorities to move individuals with care needs out of institutional care settings and into the community.
Approved Providers continue to focus on working with local authorities to enable them to respond to the shortage of Supported Housing by making new adapted homes available which in turn ensures that the Company benefits from a pipeline of investment opportunities.
Corporate and dividend update
Despite the COVID-19 pandemic, the Company continued to collect rent in a timely manner and received 100 per cent. of rent due for the six months to 30 June 2020, which has continued into the third quarter with 100 per cent. of the rent due to 31 August 2020 having been received.
Since 30 June 2020, the Group has acquired a further 30 Supported Housing properties, comprising an aggregate 122 units, for £19.8 million (including costs).
The third quarter dividend for the period 1 July 2020 to 30 September 2020 is yet to be declared and for the avoidance of doubt, the new Ordinary Shares issued pursuant to the Issue will qualify for this dividend. The Company is targeting an aggregate dividend of 5.18 pence per Ordinary Share in respect of the financial year ending 31 December 2020(1).
Background to the Issue
The Company listed on the London Stock Exchange on 8 August 2017 (the "IPO"). Since its IPO, the Company has carefully grown its investment portfolio through accretive and selective acquisitions and as at 30 June 2020 owned 404 assets with an aggregate value of £510.3 million. The portfolio is let on Fully Repairing and Insuring ("FRI") lease terms, with upward only, annual, inflation-linked rent reviews, generating an annualised contracted rental income of £28.0 million (excluding forward funding assets), with a current weighted averaged unexpired lease term of 25.4 years. Since 30 June 2020, the Group has acquired a further 30 properties for £19.8 million and as at 31 August 2020, the portfolio was valued at £531.9 million.
The Company invests in Social Housing assets in the UK, with a particular focus on specialised Supported Housing. The assets within the portfolio benefit from inflation-linked (typically CPI), long-term (typically from 20 years to 30 years), FRI leases with Approved Providers (being Housing Associations, Local Authorities or other regulated organisations in receipt of direct payment from local government). The Group typically only acquires Social Housing assets once they are let or pre-let and are, or are about to begin, generating revenue. In addition, the Group may also forward fund the development of new Social Housing assets in circumstances where there is an agreement to lease in place and where the Group receives a coupon on its investment (or equivalent reduction in the purchase price) during the construction phase and prior to the entry into a lease. The Group does not acquire land for speculative development.
There is societal and political pressure to increase the provision of high quality social housing in the UK and this is creating opportunities for private sector investors to invest in new homes. 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 as well as delivering positive financial and social returns to investors.
Since its IPO in August 2017, the Company has deployed £496.9 million (including costs) in acquiring, committing to acquire or forward funding 434 Supported Housing properties across the UK. The Company has fully utilised and invested all proceeds of the £68.5 million Loan Notes and as at 29 September 2020 the Revolving Credit Facility was 89.7 per cent. drawn. The Company expects to have fully drawn the Revolving Credit Facility at the beginning of October 2020 and intends to have substantially invested or committed the Revolving Credit Facility proceeds by November 2020.
Use of Proceeds for the Issue
The Investment Manager has access to a pipeline of potential investments and is engaged in active discussions with various parties (including Approved Providers and developers) in relation to a number of assets that meet the Company's strict investment criteria and are on terms that the Investment Manager considers attractive for the Group. Together, the various sources equate to a pipeline in excess of £150 million, which may potentially be acquired (subject to, inter alia, satisfactory due diligence and agreement on terms) by the Company over the next 12 months to the extent that the Company has sufficient cash to make such acquisitions out of the proceeds from equity and debt financing.
Within the existing pipeline, the Investment Manager is currently in active negotiations in relation to a number of attractive assets, predominantly sourced off-market, to be funded from the proceeds of the Issue.
There can be no certainty that the Company will complete any of these acquisitions, or that the Company will complete any of the transactions in its investment pipeline and currently there are no legally binding commitments in respect of any such pipeline assets. However, with the preparatory work and discussions undertaken to date, and having the benefit of the Investment Manager's strong sector experience and commercial relationships, the Directors expect the Company to be able to acquire a number of these assets, subject to it having requisite funds at the time of any such opportunity arising.
The Directors and Investment Manager also believe that, due to the demand in the Social Housing market, the potential pipeline available to the Company will continue to increase. The Issue and the Placing Programme will provide the Company with the funds and flexibility to capitalise on the investment opportunities referred to above.
Benefits of the Issue and Placing Programme
The Directors believe that the Issue and the Placing Programme will have the following principal benefits:
· they will provide additional equity capital which will enable the Company to capitalise on the attractive acquisition and development opportunities available in the Supported Housing sector and have a further positive impact on society by investing in adapted homes for vulnerable individuals who would otherwise be living in potentially unsuitable accommodation;
· it is expected that, following investment of the Net Proceeds of both the Issue and, in due course, the Placing Programme, the Company's assets will be further diversified across geography and Approved Providers as well as providing further scale to the Company's portfolio;
· the increased size of the Company should mean fixed costs are spread over a larger asset base, reducing the ongoing charges;
· increasing the size of the Company will help to increase liquidity and make the Ordinary Shares more attractive to a wider investor base;
· as the Company is actively considering a number of specific property opportunities, the Issue should assist in matching the capital requirements of the Company to the investment opportunities the Investment Manager has identified; and
· the Placing Programme will allow the Company to tailor future equity issuances to its pipeline, providing flexibility and minimising cash drag.
Expected timetable
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Record Date for entitlements under the Open Offer |
Close of business on 28 September 2020 |
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Latest time and date for receipt of completed Open Offer Application Forms and payment in full under the Open Offer |
11.00 a.m. on 19 October 2020 |
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Latest time and date for receipt of completed Offer for Subscription Application Forms and payment in full under the Offer for Subscription |
11.00 a.m. on 19 October 2020 |
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Latest time and date for receipt of placing commitments under the Placing |
11.00 a.m. on 20 October 2020 |
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Announcement of the results of the Issue |
21 October 2020 |
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General Meeting |
10.00 a.m. on 21 October 2020 |
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Admission and dealing in new Ordinary Shares commence |
8.00 a.m. on 23 October 2020 |
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. In particular the Board may, with the prior approval of the Investment Manager, Stifel and Akur, bring forward or postpone the closing time and date for the Issue. In the event that such date is changed, the Company will notify investors who have applied for Ordinary Shares or taken up Open Offer Basic Entitlements of changes to the timetable either by post, by electronic mail or by the publication of a notice through a Regulatory Information Service.
Further information on the Issue
The Company is proposing to raise approximately £70 million by way of the issue of 66,037,735 new Ordinary Shares by way of a Placing, Open Offer and Offer for Subscription at an issue price of 106 pence per new Ordinary Share. The Issue Price of 106 pence per share represents a discount of 1.9 per cent. to the closing price of 108 pence per existing ordinary share in the capital of the Company on 29 September 2020 (being the last business day prior to this Announcement) and a 1.9 per cent. premium to the Company's adjusted NAV of 104.05 pence, being the last reported NAV as at 30 June 2020 after deducting the 1.295 pence Q2 dividend declared on 26 August 2020 and paid on 25 September 2020.
In the event that the Company has demand from investors which exceeds the target issue size of £70 million, the Board may consider increasing the size of the Issue by up to approximately £30 million through the issue of further Ordinary Shares at the Issue Price. Any decision to increase the Issue would only be made after careful consideration of the prevailing market conditions, the availability and estimated price of the properties that the Investment Manager has identified as being suitable for purchase by the Company and the length of time it would likely take to acquire them.
Following the Issue and admission of the n ew Ordinary Shares to the London Stock Exchange ("Admission"), the n ew Ordinary Shares will be issued and credited as fully paid and will rank pari passu with the existing Ordinary Shares then in issue (save for any dividends or other distributions declared, made or paid on the Ordinary Shares by reference to a record date prior to the allotment of the n ew Ordinary Shares and any relevant Placing Programme Shares).
The Issue is not underwritten. The Issue (other than the Open Offer Basic Entitlements) may be scaled back by the Directors for any reason, including where it is necessary to scale back allocations to ensure the Issue proceeds align with the Company's post fundraise acquisition and leverage targets.
The Offer for Subscription is only being made in the UK, but subject to applicable law, the Company, in its discretion, may allot and issue n ew Ordinary Shares on a private placement basis to applicants in other jurisdictions.
The Issue is conditional, inter alia, upon the following:
· the resolutions concerning the Issue to be proposed to Shareholders at the General Meeting (the "IssueResolutions") being passed (without material amendment);
· the placing agreement entered into today between the Company, Stifel, Akur and the Investment Manager in connection with the Issue and the Placing Programme (the "Placing Agreement") becoming unconditional in all respects (save for the condition therein relating to Admission and in respect of any condition which relates to the Placing Programme) and not having been terminated in accordance with its terms prior to Admission; and
· Admission becoming effective by not later than 8.00 a.m. on 23 October 2020 (or such later time and/or date as the Company , Stifel and Akur may agree, being not later than 8.00 a.m. on 30 November 2020).
The notice convening the General Meeting to authorise the Directors to implement the Issue and the Placing Programme will be set out in the Circular, which is expected to be published and posted to Shareholders today. The General Meeting is expected to be held at 10.00 a.m. on 21 October 2020. The Board believes that the Issue and the Resolutions are in the best interests of the Company and Shareholders as a whole. Accordingly, the Board unanimously recommends that you vote in favour of the Resolutions, as the Directors intend to do in respect of their own beneficial holdings.
If any of the conditions are not satisfied, or, if applicable, waived, or if the Placing Agreement is terminated in accordance with its terms prior to Admission, the Issue will not proceed and application monies will be returned to investors without interest as soon as possible. An announcement to that effect will be made via a Regulatory Information Service. If the Issue does not proceed, the Placing Programme may still be implemented assuming the Placing Programme Resolutions are passed.
The results of the Issue are expected to be announced on 21 October 2020. The new Ordinary Shares will be issued and credited as fully paid and will rank pari passu in all respects with the e xisting Ordinary Shares. The n ew Ordinary Shares will be issued in registered form and will be capable of being held in both certificated and uncertificated form.
Applications will be made for the n ew Ordinary Shares to be admitted to the premium listing segment of the Official List of the FCA and to trading on the Main Market of the London Stock Exchange. It is expected that Admission will become effective on, and that dealings for normal settlement in the n ew Ordinary Shares will commence on the London Stock Exchange by 8.00 a.m. on 23 October 2020.
The e xisting Ordinary Shares are already admitted to trading on the Main Market and to CREST. It is expected that all n ew Ordinary Shares, when issued pursuant to the Issue and/or the Placing Programme, will be capable of being held and transferred by means of CREST.
Dealing codes
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Ordinary Shares |
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Ticker of the Ordinary Shares |
SOHO |
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ISIN for the Ordinary Shares |
GB00BF0P7H59 |
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SEDOL for the Ordinary Shares |
BF0P7H5 |
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Open Offer |
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ISIN for the Open Offer Basic Entitlements |
GB00BLN8N207 |
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SEDOL for the Open Offer Basic Entitlements |
BLN8N20 |
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ISIN for the Excess Open Offer Entitlements |
GB00BLN8N314 |
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SEDOL for the Excess Open Offer Entitlements |
BLN8N31 |
Prospectus
Further details of the Issue, Admission and the Placing Programme will be set out in the Prospectus, which is expected to be available shortly on the Company's website at www.triplepointreit.com (together with the Circular) and can be inspected at the offices of Taylor Wessing LLP, 5 New Street Square, London EC4A 3TW.
A copy of the Prospectus and Circular will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
NOTES:
(1) This target dividend is a target only and not a profit forecast. The Company's ability to distribute dividends on an annual basis will be determined by the existence of realised profits, legislative requirements, and available cash reserves. There is no certainty as to any level of dividends. The dividend targets may not be achieved, and all dividend payments are subject to the Company having adequate distributable reserves and cash reserves. Accordingly, potential investors should not place any reliance on this target in deciding whether or not to invest in the Company and should decide for themselves whether or not the target dividend yield is reasonable or achievable.
The Company's LEI is 213800BERVBS2HFTBC58.
Further information on the Company can be found on its website at www.triplepointreit.com .
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. In particular, any proposals referred to herein are tentative and are subject to revision and amendment.
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 an advertisement and does not constitute a prospectus relating to the Company and does not constitute, or form part of, any offer or invitation to sell or issue, or an invitation to purchase investments of any description, or any solicitation of any offer to subscribe for, any securities in the Company in any jurisdiction 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 or act as any inducement to enter into, any contract therefore. Investors should not subscribe for or purchase any transferable securities referred to in this Announcement except on the basis of information in the Prospectus intended to be published by the Company today in connection with the proposed Issue and Placing Programme. Copies of the Prospectus will, following publication, be available on the Company's website (www.triplepointreit.com).
This Announcement may include "forward-looking statements". All statements other than statements of historical facts included in this Announcement, including, without limitation, those regarding the Company's investment strategy, plans, objectives and target returns are forward-looking statements. Forward-looking statements are subject to risks and uncertainties and accordingly the Company's actual future financial results and operational performance may differ materially from the results and performance expressed in, or implied by, the statements. These factors include but are not limited to those described in the Prospectus, when published. These forward-looking statements speak only as at the date of this Announcement. The Company expressly disclaims any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the Financial Services and Markets Act 2000, the Prospectus Regulation Rules or other applicable laws, regulations or rules.
In relation to each Member State of the European Economic Area (each, a "Member State"), no Ordinary Shares have been offered or will be offered pursuant to the Issue or the Placing Programme to the public in that Member State prior to the publication of a prospectus in relation to the Ordinary Shares having been approved by the competent authority in that Member State or, where appropriate, approved in another Member State and notified to the competent authority in that Member State (all in accordance with the Prospectus Regulation), except that offers of Ordinary Shares may be made to the public in that Member State at any time under the following exemptions under the Prospectus Regulation:
a) to any legal entity which is a "qualified investor" as defined under the Prospectus Regulation;
b) fewer than 150 natural or legal persons (other than "qualified investors" as defined under the Prospectus Regulation), subject to obtaining the prior consent of Stifel for any such offer; or
c) in any other circumstances falling within Article 1(4) of the Prospectus Regulation,
provided that no such offer of Ordinary Shares shall require the Company to publish a prospectus pursuant to Article 1 of the Prospectus Regulation or any measure implementing the Prospectus Regulation in a Member State and each person who initially acquires any Ordinary Shares or to whom any offer is made under the Issue will be deemed to have represented, acknowledged and agreed that it is a "qualified investor" within the meaning of Article 2(e) of the Prospectus Regulation.
For the purposes of this provision, the expression "offer to the public" in relation to any offer of Ordinary Shares in any Member State means the communication in any form and by any means of sufficient information on the terms of the Issue or Placing Programme, and any Ordinary Shares to be offered, so as to enable an investor to decide to purchase or subscribe for any Ordinary Shares.
The Company and its affiliates, representatives and others will rely upon the truth and accuracy of the foregoing representation, warranty, acknowledgement and agreement. Notwithstanding the above, a person who is not a qualified investor and who has notified Stifel of such fact in writing may, with the consent of Stifel, be permitted to subscribe for and/or purchase Ordinary Shares in the Issue and/or the Placing Programme.
The Investment Manager is authorised and supervised by the FCA as a full-scope AIFM of the Company and has applied for permission to market the Ordinary Shares in the United Kingdom. In accordance with Article 32 of AIFMD, the Investment Manager has notified the FCA that it intends to market the Ordinary Shares to professional investors in Ireland, the Netherlands and Belgium in accordance with AIFMD and the UK AIFMD Rules. Marketing into the United Kingdom and those overseas jurisdictions shall only commence once the Investment Manager has been granted approval to market by the FCA, and has been duly notified by the FCA that the relevant marketing notifications have been made by the FCA to the relevant competent authorities in those overseas jurisdictions.
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.
This Announcement has not been approved or authorised by the Guernsey Financial Services Commission for circulation in Guernsey, and may not be distributed or circulated directly or indirectly to any persons in the Bailiwick of Guernsey other than (i) by a person licensed to do so under the terms of the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended, or (ii) to those persons regulated by the Guernsey Financial Services Commission as licensees under the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended, the Banking Supervision (Bailiwick of Guernsey) Law, 1994, the Insurance Business (Bailiwick of Guernsey) Law, 2002 or the Regulation of Fiduciaries, Administration Business and company Directors etc. (Bailiwick of Guernsey) Law, 2000. Neither the Guernsey Financial Services Commission nor the States of Guernsey take any responsibility for the financial soundness of the Company, or for the correctness of any of the statements made or opinions expressed with regard to it.
In Jersey, this Announcement (and the financial services to which it relates) has not been approved by and will not be submitted for approval to the Jersey Financial Services Commission (JFSC) for the purposes of public offering or sale in the Island of Jersey. The Ordinary Shares being offered may be offered or sold in Jersey only in compliance with the provisions of the Control of Borrowing (Jersey) Order 1958.
This Announcement has not been approved by the Isle of Man Financial Services Authority or any other governmental or regulatory authority in the Isle of Man.
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.
This Announcement does not constitute a recommendation concerning the Issue or the Placing Programme. The price and value of securities and any income from them can go down as well as up and investors may not get back the full amount invested on disposal of the securities. Past performance is not a guide to future performance. Before purchasing any Ordinary Shares, persons viewing this announcement should ensure that they fully understand and accept the risks that will be set out in the Prospectus, when published. Information in this announcement or any of the documents relating to the proposed Issue cannot be relied upon as a guide to future performance. The Issue timetable may be influenced by a range of circumstances such as market conditions. There is no guarantee that the Issue will occur and you should not base your financial decisions on the Company's intentions in relation to the Issue or the information contained in this Announcement. The contents of this Announcement are not to be construed as legal, business or tax advice. Each prospective investor should consult his, her or its own legal adviser, financial adviser or tax adviser for legal, financial or tax advice.
INFORMATION TO DISTRIBUTORS
Solely for the purposes of the product governance requirements contained within: (a) MiFID II; (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Ordinary Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should note that: the price of the Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Issue and the Placing Programme. Notwithstanding the Target Market Assessment, Stifel will only place Ordinary Shares to investors meeting the definitions of "professional investors" or "eligible counterparties", each as defined in the FCA Rules.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Ordinary Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Ordinary Shares and determining appropriate distribution channels.
PRIIPS
In accordance with the Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products ("PRIIPs") and its implementing and delegated acts (the "PRIIPs Regulation"), the Investment Manager has prepared a key information document (the "KID") in respect of the Ordinary Shares. The KID is made available by the Investment Manager to "retail investors" prior to them making an investment decision in respect of the Ordinary Shares at (www.triplepointreit.com).
If you are distributing Ordinary Shares, it is your responsibility to ensure that the KID is provided to any clients that are "retail clients".
The Company is the only manufacturer of the Ordinary Shares for the purposes of the PRIIPs Regulation and none of Stifel, Akur or the Investment Manager are manufacturers for these purposes. None of Stifel, Akur or the Investment Manager makes any representations, express or implied, or accepts any responsibility whatsoever for the contents of the KID prepared by the Company nor accepts any responsibility to update the contents of the KID in accordance with the PRIIPs Regulation, to undertake any review processes in relation thereto or to provide the KID to future distributors of Ordinary Shares. Each of Stifel, Akur, the Investment Manager and their respective affiliates accordingly disclaim all and any liability whether arising in tort or contract or otherwise which it or they might have in respect of the KIDs prepared by the Company. Investors should note that the procedure for calculating the risks, costs and potential returns in the KID are prescribed by laws. The figures in the KID may not reflect actual returns for the Company and anticipated performance returns cannot be guaranteed.
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