TIDMSOHO
RNS Number : 4052E
Triple Point Social Housing REIT
18 October 2018
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 OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT HAS BEEN DETERMINED TO CONTAIN INSIDE
INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU)
NO. 596/2014.
18 October 2018
Triple Point Social Housing REIT plc
(the "Company" or, together with its subsidiaries, the
"Group")
RESULT OF PLACING, OPEN OFFER AND OFFER FOR SUBSCRIPTION OF
ORDINARY SHARES
TOTAL VOTING RIGHTS
Further to its announcement on 19 September 2018, the Board of
Triple Point Social Housing REIT plc (ticker: SOHO) is pleased to
announce that the Company has successfully raised gross proceeds of
GBP108.15 million pursuant to the issue of a total of 105,000,000
new ordinary shares in the Company (the "Ordinary Shares") at a
price of 103p per share (the "Issue Price"), (the "Issue").
The Company received subscriptions under the Open Offer and
Offer for Subscription, and orders under the Placing, which in
aggregate exceeded the Company's target issue size of 100 million
Ordinary Shares. In light of the strong pipeline identified by
Triple Point Investment Management LLP (the "Delegated Investment
Manager") for the rest of the year, the Board has increased the
size of the Issue.
Of the 105 million Ordinary Shares that will be issued by the
Company, 48,477,838 Ordinary Shares will be issued pursuant to the
Open Offer, 2,324,534 Ordinary Shares will be issued pursuant to
the Offer for Subscription and 54,197,628 Ordinary Shares will be
issued under the Placing. The Net Proceeds of the Issue will be
used by the Company to capitalise on investment opportunities
identified by the Delegated Investment Manager in the Supported
Housing sector in accordance with the Company's investment policy.
The Delegated Investment Manager expects to be able to deploy the
Net Proceeds of the Issue by 31 January 2019.
Commenting on the result of the Issue, Chris Phillips, Chairman
of Triple Point Social Housing REIT plc, said:
"We are pleased with the result of this fundraise against a
challenging market backdrop and it has given us the opportunity to
expand our shareholder base. We appreciate the continued support of
our existing shareholders and welcome our new investors.
With a strong identified pipeline of attractive investment
opportunities, we remain focused on continuing to deliver value to
shareholders through our selective investment strategy and we look
forward to reporting on the Group's further progress over the
coming months."
Max Shenkman, Partner of Triple Point Investment Management LLP,
commented:
"The Net Proceeds of the Issue will enable the Group to
capitalise on the pipeline of specific acquisition opportunities we
have identified in the Supported Housing sector, further
diversifying the Company's portfolio by way of both Registered
Provider and geography. The market fundamentals remain compelling,
underlined by undersupply and strong central and local government
support for Supported Housing, and we are confident of continuing
to generate attractive returns for investors."
The Issue is conditional, amongst other things, upon the passing
of the Issue Resolutions at the General Meeting to be held at 11.00
a.m. today, Admission of the Ordinary Shares occurring no later
than 8.00 a.m. on 22 October 2018 (or such later time and/or date
as the Company, Akur Limited ("Akur") and Canaccord Genuity Limited
("Canaccord Genuity") may agree) and the Placing Agreement not
being terminated and becoming unconditional in accordance with its
terms.
Canaccord Genuity and Akur acted as Joint Financial Advisers to
the Company. Canaccord Genuity acted as Sponsor, Sole Global
Coordinator and Bookrunner in relation to the Issue.
Admission
Application has been made for 105,000,000 Ordinary Shares to be
admitted to the premium listing segment of the Official List of the
FCA and to trading on the London Stock Exchange's main market for
listed securities ("Admission"). It is expected that Admission will
become effective, and that dealings will commence, on 22 October
2018.
Total Voting Rights
Immediately following Admission, the Company's issued share
capital will consist of 351,352,210 Ordinary Shares with voting
rights. Therefore, the total voting rights in the Company will be
351,352,210. 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.
Timetable
Trade date (on a T+2 basis) for 18 October 2018
Ordinary Shares to be issued to
Placees pursuant to the Placing
General Meeting 11.00 a.m. on 18 October 2018
Admission of the Ordinary Shares 8.00 a.m. on 22 October 2018
to the premium segment of the Official
List and commencement of dealings
on the London Stock Exchange
Crediting of CREST stock accounts 22 October 2018
Share certificates despatched (where week commencing 29 October
appropriate) 2018 (or as soon as possible
thereafter)
The dates and times specified are subject to change without
further notice. All references to times in this Announcement are to
London time unless otherwise stated.
Dealing codes
Ordinary Shares
Ticker of the Ordinary Shares SOHO
ISIN for the Ordinary Shares GB00BF0P7H59
SEDOL for the Ordinary Shares BF0P7H5
Unless otherwise defined in this announcement, capitalised terms
used in this announcement shall have the same meanings as those
defined in the prospectus of the Company dated 19 September
2018.
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
Canaccord Genuity Limited (Joint Tel: 020 7523 8000
Financial Adviser and Corporate
Broker)
Lucy Lewis
Denis Flanagan
Andrew Zychowski
Akur Limited (Joint Financial Adviser) Tel: 020 7493 3631
Tom Frost
Anthony Richardson
Siobhan Sergeant
Newgate (PR Adviser) Tel: 020 7680 6550
James Benjamin Em: triplepoint@newgatecomms.com
Anna Geffert
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 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-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 as well as 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.
IMPORTANT NOTICE
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 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 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.
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 or
sold in the United States or to or for the account or benefit of US
persons absent registration or an exemption from the registration
requirements of the Securities Act and in compliance with any
applicable state securities laws and in circumstances that will not
require registration of the Company under the Investment Company
Act. There will be no public offer of the 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, 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, South
Africa, New Zealand or Japan.
Canaccord Genuity is authorised and regulated by the Financial
Conduct Authority. 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 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, 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.
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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