Results of the Issue
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 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.
21 October 2020
Triple Point Social Housing REIT plc
(the "Company" or, together with its subsidiaries, the "Group")
Results of the Issue
Total Voting Rights
Further to the announcement on 30 September 2020, t he Board of Directors of Triple Point Social Housing REIT plc (ticker: SOHO) is pleased to announce that, following a scaling back exercise, the Company has raised £ 55 million through the issue of 51,886,792 new Ordinary Shares at a price of 106 pence per new Ordinary Share (the "Issue").
The Company has received valid acceptances under the Open Offer from Shareholders in respect of 14,688,195 new Ordinary Shares. The Company has also received valid acceptances under the Offer for Subscription in respect of 1,123,201 new Ordinary Shares. In addition, a total of 36,075,396 new Ordinary Shares were taken up pursuant to the Placing.
The Issue is conditional, amongst other things, upon the passing of the Issue Resolutions at the General Meeting to be held at 10.00 a.m. today, Admission of the Ordinary Shares occurring no later than 8.00 a.m. on 23 October 2020 (or such later time and/or date as the Company, Stifel Nicolaus Europe Limited (" Stifel ") and Akur Limited ("Akur") may agree) and the Placing Agreement not being terminated and becoming unconditional in accordance with its terms.
Stifel and Akur acted as Joint Financial Advisers to the Company. Stifel acted as Sponsor, Sole Global Coordinator and Bookrunner in relation to the Issue.
Admission
An application has been made in respect of the 51,886,792 new Ordinary Shares to be issued pursuant to the Issue to be admitted to the premium segment of the Official List and to trading on the London Stock Exchange's Main Market for listed securities ("Admission"). It is expected that Admission will become effective and dealings in the new Ordinary Shares will commence at 8.00 a.m. (London time) on 23 October 2020. The new Ordinary Shares will, when issued be credited as fully paid and will rank pari passu with the existing Ordinary Shares .
Total Voting Rights
Immediately following Admission, the Company will have 403,239,002 Ordinary Shares in issue (including 450,000 Ordinary Shares held in treasury) and therefore the total voting rights in the Company will be 402,789,002. 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.
Director Participation
Tracey Fletcher-Ray, a Director of the Company, has participated in the Issue. Details of her subscription in the Issue are as follows:
|
Director |
Number of shares held prior to the Issue |
Number of shares subscribed for in the Issue |
Number of shares held after the Issue |
|
Tracey Fletcher-Ray |
- |
37,735 |
37,735 |
The Company shortly will also be making a notification and public disclosure of the transaction by the Director as a person discharging managerial responsibilities in accordance with the requirements of the EU Market Abuse Regulation giving more details of the above dealings.
Investment Manager Participation
In accordance with the terms of the Investment Management Agreement with Triple Point Investment Management LLP (the "Investment Manager"), the Investment Manager shall procure that 25 per cent. of the management fee (net of applicable tax) shall be applied by subscribing for or acquiring Ordinary Shares. The Investment Manager has fulfilled this requirement through subscribing for 224,149 Ordinary Shares at the Issue Price under the Offer for Subscription. The subscription was made by Perihelion One Limited (a company in the Triple Point Group), following settlement of which the Investment Manager will hold 2,096,233 Ordinary Shares in the Company.
Related Party Transaction
BlackRock, Inc. as agent for and on behalf of its discretionary managed clients ("BlackRock") is a related party of the Company for the purposes of Chapter 11 of the Listing Rules as a result of being entitled to exercise, or to control the exercise of, over 10 per cent. of the votes able to be cast at general meetings of the Company. BlackRock has agreed to subscribe for 6,143,119 new Ordinary Shares under the Placing at an aggregate value of £6,511,706, and on the terms and conditions of the Placing. This constitutes a smaller related party transaction under Listing Rule 11.1.10.
Unless otherwise defined, the terms used in this announcement shall have the same meaning as set out in the prospectus dated 30 September 2020 (the "Prospectus") or the supplementary prospectus dated 15 October 2020 (the "Supplementary Prospectus"), copies of which are available on the Company's website at www.triplepointreit.com .
For further information on the company, please contact:
|
Triple Point Investment Management LLP (Investment Manager) |
Tel: 020 7201 8989 |
|
Ben Beaton |
|
|
Max Shenkman |
|
|
Isobel Gunn-Brown |
|
|
Justin Hubble |
|
|
|
|
|
Stifel Nicolaus Europe Limited (Sponsor, Sole Global Co-ordinator and Bookrunner, Joint Financial Adviser and Corporate Broker) |
Tel: 020 7710 7600 |
|
Mark Young Mark Bloomfield Rajpal Padam |
|
|
|
|
|
Akur Limited (Joint Financial Adviser) Tom Frost Anthony Richardson Siobhan Sergeant |
Tel: 020 7493 3631 |
|
|
|
Further information on the Company can be found on its website at www.triplepointreit.com .
Dealing codes
|
Ordinary Shares |
|
|
Ticker of the Ordinary Shares |
SOHO |
|
ISIN for the Ordinary Shares |
GB00BF0P7H59 |
|
SEDOL for the Ordinary Shares |
BF0P7H5 |
The Company's LEI is 213800BERVBS2HFTBC58.
NOTES:
The Company invests in primarily newly developed social housing assets in the UK, with a particular focus on supported housing. The assets within the portfolio are subject to inflation-linked, 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 pressure and social need to increase housing supply across the UK which is creating opportunities for private sector investors to help deliver this housing. The Group's ability to provide forward funding 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 returns to investors.
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.
IMPORTANT NOTICE
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 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.
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.
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