Triple Point Social Housing REIT CONVERSION OF C SHARES (1355T)
June 29 2018 - 11:22AM
UK Regulatory
TIDMSOHO
RNS Number : 1355T
Triple Point Social Housing REIT
29 June 2018
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 GBP44 million (including
costs) to supported housing properties across the UK. These assets
have been attributed to the C Share Pool and include GBP24.1
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:
Calculation Date 29 June 2018
Dividends declared in respect of C 16 August 2018
Shares (period from Admission to Conversion
Date) and Ordinary Shares (for the
second quarter to to 30 June 2018)
-------------------------------
Ex-Date in respect of such Dividends 23 August 2018
-------------------------------
Record Date in respect of such Dividends 24 August 2018
-------------------------------
Announcement of Conversion Ratio 28 August 2018
-------------------------------
Record Date for Conversion and C Share 6.00pm on Wednesday, 29 August
register closes
-------------------------------
Admission of new Ordinary Shares arising 8.00am on Thursday, 30 August
on Conversion
-------------------------------
CREST accounts credited with new Ordinary 30 August 2018
Shares in uncertificated form
-------------------------------
Share certificates in respect of new Week commencing 3 September
Ordinary Shares in certificated form 2018
dispatched
-------------------------------
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:
Triple Point Investment Management (via Newgate below)
LLP
(Delegated Investment Manager)
James Cranmer
Ben Beaton
Max Shenkman
Justin Hubble
Akur Limited (Joint Financial Adviser) Tel: 020 7493 3631
Tom Frost
Anthony Richardson
Siobhan Sergeant
Canaccord Genuity Limited (Joint Tel: 020 7523 8000
Financial Adviser and Corporate
Broker)
Lucy Lewis
Denis Flanagan
Andrew Zychowski
Newgate (PR Adviser) Tel: 020 7680 6550
James Benjamin Em: triplepoint@newgatecomms.com
Anna Geffert
Patrick Hanrahan
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.
END
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