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19 Sep 2018 07:00
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 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 THE PROSPECTUS TO BE PUBLISHED BY THE COMPANY IN CONNECTION WITH THE ISSUE AND THE PLACING PROGRAMME.
19 September 2018
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
Further to the Company's announcement of 6 September 2018, the Board of Triple Point Social Housing REIT plc (ticker: SOHO) is pleased to announce a Placing, Open Offer and Offer for Subscription (including an Intermediaries Offer) (the "Issue") targetting the issue of up to 100 million ordinary shares in the Company (the "Ordinary Shares") at a price of 103 pence per share (the "Issue Price") to raise gross proceeds of up to approximately £103 million (the "Issue"). The Issue may be increased by the Board to up to a maximum of 150 million Ordinary Shares in the event that Triple Point Investment Management LLP (the "Delegated Investment Manager") identifies additional investments within the existing pipeline which it reasonably believes can be secured for the Company's portfolio by 31 December 2018.
In addition to the Issue, the Company is also implementing a placing programme for up to a further 150 million new Ordinary Shares (the "Placing Programme").
The Company expects to publish a prospectus in connection with the Issue and Placing Programme (the "Prospectus") later today. Any capitalised terms used but not otherwise defined in this announcement have the meaning set out in the Prospectus.
Estimated Net Asset Value per Ordinary Share
As at 31 August 2018, the Company's estimated unaudited NAV per Ordinary Share (on both an IFRS and EPRA basis) is 101.36p (the "August NAV"). The August NAV is calculated after taking account of the 1.25p dividend declared on 16 August 2018 in respect of the quarter ending 30 June 2018 ("Q2 dividend"), payable on 28 September 2018.
Issue Highlights
• | The Issue, which is not underwritten, comprises the Placing, Open Offer and Offer for Subscription (including the Intermediaries Offer), in aggregate equalling a target of 100 million Ordinary Shares at the Issue Price of 103 pence per Ordinary Share. |
• | The Issue Price represents a 2.9 per cent. premium to the adjusted August NAV (having deducted the interim dividend of 1.25p declared on 19 September 2018 in respect of the quarter ending 30 September 2018, payable on or around 31 October 2018 to Shareholders on the register on the record date of 28 September 2018 ("Q3 Dividend")) and a discount of 6p (equivalent to 4.6 per cent.) to the closing mid market price per Ordinary Share of 109p as at 18 September 2018. |
• | Under the Open Offer, up to an aggregate number of approximately 82.1 million Ordinary Shares will be made available to Eligible Shareholders at the Issue Price, pro rata to their holdings of Existing Ordinary Shares, on the basis of: |
1 new Ordinary Share for every 3 Ordinary Shares held on the Record Date (being an Eligible Shareholder's Open Offer Basic Entitlement).
• | Eligible Shareholders who take up all of their Open Offer Basic Entitlements are entitled to apply for further Ordinary Shares under the Open Offer Excess Application Facility. |
• | If subscriptions under the Placing, Open Offer and Offer for Subscription exceed the maximum number of Ordinary Shares available, the Company (in consultation with Canaccord Genuity, Akur and the Delegated Investment Manager) will scale back subscriptions (other than Open Offer Basic Entitlements) at its absolute discretion. |
• | The Issue is expected to close on Wednesday, 17 October 2018 with Admission expected to occur on 22 October 2018. |
• | The Issue, which is not underwritten, is conditional, amongst other things, upon the passing of the Issue Resolutions at the General Meeting, 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, Canaccord Genuity and Akur may agree) and the Placing Agreement not being terminated and becoming unconditional in accordance with its terms. If these conditions are not met, the Issue will not proceed and an announcement to that effect will be made via a Regulatory Information Service. |
• | The Placing Programme, which is not underwritten, is conditional, amongst other things, upon the passing of the Placing Programme Resolutions at the General Meeting. The Placing Programme will allow the Company to raise further equity through Subsequent Placings although the Company intends to carry out each Subsequent Placing under the Placing Programme only when the Net Proceeds of the Issue (or earlier Subsequent Placings) and associated gearing have been invested or committed in order to manage cash drag. |
• | Application will be made for the new Ordinary Shares pursuant to the Issue or to any Subsequent Placing to be admitted to the premium segment of the Official List of the FCA and to trading on the Main Market of the London Stock Exchange. |
Benefits of the Issue and the Placing Programme
The Directors believe that the Issue and the Placing Programme will have the following principal benefits:
• | they will provide additional capital which will enable the Company to benefit from the continued investment opportunities identified by the Delegated Investment Manager in the Supported Housing sector; |
• | 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; |
• | having a greater number of Ordinary Shares in issue is likely to provide Shareholders with increased secondary market liquidity; |
• | the increased size of the Company will mean fixed costs are spread over a larger asset base, reducing the ongoing charges per Share for Shareholders and, in addition, the fee payable to the Delegated Investment Manager is tiered such that it reduces from 1 per cent. to 0.9 per cent. on NAV in excess of £250 million (with further reductions triggered when the Company's last published NAV exceeds £500 million and £1 billion); and |
• | increasing the size of the Company will help to make it more attractive to a wider investor base, particularly as certain institutional investors are constrained by the maximum percentage of an issuer which they can own. If a company's market capitalisation is too small, such investors typically cannot invest as they cannot get a meaningful allocation in the context of their underlying funds. |
Pipeline of potential investments
The Company's Delegated Investment Manager, Triple Point Investment Management LLP ("Triple Point"), has access to a pipeline of potential investments and is engaged in discussions with various parties (including Approved Providers and developers) in relation to a number of assets that meet the Company's investment criteria and are on terms that the Delegated Investment Manager considers attractive for the Group. Together, the various sources equate to an identified pipeline in excess of £400 million, which may potentially be acquired (subject to, inter alia, satisfactory due diligence and agreement on terms) by the Group over the next 12 months to the extent that the Company has sufficient cash to make such acquisitions out of the proceeds of an equity raise or from debt finance.
Within the existing pipeline, the Delegated Investment Manager is currently in negotiations in relation to assets for an aggregate consideration of approximately £100 million, to be funded from the proceeds of the Issue. If, following publication of the Prospectus and prior to Initial Admission, the Delegated Investment Manager identifies additional investments (the "Additional Investments") within the existing pipeline which it reasonably believes can be secured for the Company's Portfolio by 31 December 2018, the Board may decide to increase the size of the Issue up to a maximum of 150 million Ordinary Shares at the Issue Price.
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 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 Delegated Investment Manager's strong sector experience and relationships, the Directors expect the Company to be able to acquire a number of these assets, including the Additional Investments, subject to it having requisite funds at the time of any such opportunity arising.
It is also envisaged 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 funds to capitalise on the investment opportunities referred to above.
Indicative timetable
The Open Offer | |
Record Date for entitlements under the Open Offer | Close of business on 17 September 2018 |
Ex-entitlement date for the Open Offer | 8.00 a.m. on 19 September 2018 |
Open Offer Application Forms despatched to Eligible Non-CREST Shareholders | 19 September 2018 |
Open Offer Entitlements credited to stock accounts in CREST of Eligible CREST Shareholders | 8.00 a.m. on 20 September 2018 |
Recommended latest time for requesting withdrawal of Open Offer Entitlements from CREST | 4.30 p.m. on 11 October 2018 |
Latest time and date for depositing Open Offer Entitlements into CREST | 3.00 p.m. on 12 October 2018 |
Latest time and date for splitting of Open Offer Application Forms | 3.00 p.m. on 15 October 2018 |
Latest time and date for receipt of completed Open Offer Application Forms and payment in full under the Open Offer or settlement of relevant CREST instructions (as appropriate) | 11.00 a.m. on 17 October 2018 |
The Placing and Offer for Subscription | |
Placing and Offer for Subscription opens | 19 September 2018 |
Latest time and date for receipt of completed Application Forms and payment in full under the Offer for Subscription (which includes the Intermediaries Offer)* | 11.00 a.m. on 17 October 2018 |
Latest time and date for receipt of placing commitments under the Placing | 3.00 p.m. on 17 October 2018 |
Other key dates | |
Announcement of the results of the Issue | 18 October 2018 |
Trade date (on a T+2 basis) for Ordinary Shares to be issued to Placees pursuant to the Placing | 18 October 2018 |
General Meeting | 11.00 a.m. on 18 October 2018 |
Admission of the Ordinary Shares to the premium segment of the Official List and commencement of dealings on the London Stock Exchange | 8.00 a.m. on 22 October 2018 |
Crediting of CREST stock accounts | 22 October 2018 |
Share certificates despatched (where appropriate) | week commencing 29 October 2018 (or as soon as possible thereafter) |
* Certain Intermediaries may have earlier deadlines.
The dates and times specified in this Prospectus 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 Delegated Investment Manager, Canaccord Genuity 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.
Dealing codes
Ordinary Shares
Ticker of the Ordinary Shares | SOHO |
ISIN for the Ordinary Shares | GB00BF0P7H59 |
SEDOL for the Ordinary Shares | BF0P7H5 |
Open Offer | |
ISIN for the Open Offer Basic Entitlements | GB00BGJX9488 |
SEDOL for the Open Offer Basic Entitlements | BGJX948 |
ISIN for the Excess Open Offer Entitlements | GB00BGJX9710 |
SEDOL for the Excess Open Offer Entitlements | BGJX971 |
Prospectus
Further details of the Issue, Admission and the Placing Programme will be set out in the Prospectus, which will be available today 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 www.morningstar.co.uk/uk/NSM.
FOR FURTHER INFORMATION ON THE COMPANY, PLEASE CONTACT:
Triple Point Investment Management LLP (Delegated Investment Manager) | (via Newgate below) |
James Cranmer | |
Ben Beaton | |
Max Shenkman | |
Justin Hubble | |
Canaccord Genuity Limited (Sponsor, Sole Global Co-ordinator and Bookrunner, Joint Financial Adviser and Corporate Broker) | Tel: 020 7523 8000 |
Will Barnett Neil Brierley Dominic Waters Robbie Robertson Gavin Tooke Lucy Lewis | |
Akur Limited (Joint Financial Adviser) Tom Frost Anthony Richardson Siobhan Sergeant | Tel: 020 7493 3631 |
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
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 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 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).
In member states of the European Economic Area ("EEA"), this announcement is only addressed to and directed at persons who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State).
The Delegated Investment Manager is authorised for the management of the Company and marketing of the Ordinary Shares in the United Kingdom and is supervised by the FCA. In accordance with Article 32 of AIFMD, the Delegated Investment Manager has been given clearance by the FCA to market the Ordinary Shares to professional investors in Ireland, the Netherlands and Sweden in accordance with AIFMD and the UK AIFMD Rules 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 jurisdictions.
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.
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.
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.
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.
The Company has a limited investment history. Without limitation, results can be positively or negatively affected by market conditions beyond the control of the Company or Triple Point which may be different in many respects from those that prevail at present or in the future, with the result that the performance of investment portfolios originated now may be significantly different from those originated in the past. The past performance of the Company is not a reliable indicator of, and cannot be relied upon as a guide to, the future performance of the Company or Triple Point. Persons considering making such an investment should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the initial public offering and prospective investors should note that the value of the Ordinary Shares could decrease as well as increase.
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 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 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 investors identified in accordance with Chapter 3 of PROD; 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. Notwithstanding the Target Market Assessment, Canaccord Genuity 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 Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Ordinary Shares and determining appropriate distribution channels.