Last checked at 
23 May 2023 14:15
23 May 2023
TRIPLE POINT SOCIAL HOUSING REIT PLC
(the "Company" or, together with its subsidiaries, the "Group")
RESULT OF ANNUAL GENERAL MEETING
The Board of Triple Point Social Housing REIT plc is pleased to announce that, at the Company's Annual General Meeting held today, all resolutions were voted on by way of a poll and were passed by shareholders.
The Board would like to thank shareholders for their engagement and support ahead of the AGM and throughout the year. Whilst all resolutions were passed with a requisite majority, the Board acknowledges that resolutions 3 and 13 received a meaningful proportion of shareholder votes that did not support the resolutions.
Resolutions 1 to 11 were proposed as ordinary resolutions and resolutions 12 to 15 were proposed as special resolutions. The results of the poll are set out below.
Resolution | Votes For | % | Votes Against | % | Total votes validly cast | Total votes cast as % of issued share capital* | Votes Withheld** | |
1 | To receive and adopt the Annual Report and accounts of the Company for the year ended 31 December 2022 | 242,867,554 | 94.60 | 13,867,057 | 5.40 | 256,734,611 | 64.28 | 157,728 |
2 | To approve the Directors' Remuneration Report | 245,557,978 | 95.62 | 11,240,330 | 4.38 | 256,798,308 | 64.29 | 94,031 |
3 | To re-elect Christopher Phillips as a Director of the Company | 211,926,427 | 82.52 | 44,886,101 | 17.48 | 256,812,528 | 64.30 | 79,811 |
4 | To re-elect Ian Reeves CBE as a Director of the Company | 243,208,174 | 94.70 | 13,604,354 | 5.30 | 256,812,528 | 64.30 | 79,811 |
5 | To re-elect Peter Coward as a Director of the Company | 244,607,720 | 95.25 | 12,204,808 | 4.75 | 256,812,528 | 64.30 | 79,811 |
6 | To re-elect Paul Oliver as a Director of the Company | 244,607,720 | 95.25 | 12,204,808 | 4.75 | 256,812,528 | 64.30 | 79,811 |
7 | To re-elect Tracey Fletcher-Ray as a Director of the Company | 245,812,974 | 95.72 | 10,999,554 | 4.28 | 256,812,528 | 64.30 | 79,811 |
8 | To re-appoint BDO LLP as Auditors of the Company | 242,842,517 | 99.95 | 119,656 | 0.05 | 242,962,173 | 60.83 | 13,930,166 |
9 | To authorise the Audit Committee to determine the Auditors' remuneration | 256,711,403 | 99.96 | 111,405 | 0.04 | 256,822,808 | 64.30 | 69,531 |
10 | To authorise the Directors to allot shares | 253,850,218 | 98.85 | 2,954,557 | 1.15 | 256,804,775 | 64.29 | 87,564 |
11 | To authorise the Directors to declare and pay all dividends of the Company as interim dividends | 256,665,540 | 99.97 | 71,768 | 0.03 | 256,737,308 | 64.28 | 155,031 |
12 | To dis-apply statutory pre-emption rights up to 5% | 240,274,089 | 93.57 | 16,524,686 | 6.43 | 256,798,775 | 64.29 | 93,564 |
13 | To dis-apply pre-emption rights up to a further 5% in connection with an acquisition or specified capital investment | 198,724,431 | 77.38 | 58,093,877 | 22.62 | 256,818,308 | 64.30 | 74,031 |
14 | To authorise the Company to purchase its own shares | 256,694,799 | 99.95 | 133,509 | 0.05 | 256,828,308 | 64.30 | 64,031 |
15 | To authorise the calling of general meetings, other than an annual general meeting, on not less than 14 clear days' notice | 251,100,419 | 97.78 | 5,704,356 | 2.22 | 256,804,775 | 64.29 | 87,564 |
*Excluding treasury shares.
**A vote withheld is not a vote in law and is not counted in the calculation of the votes for or against a resolution.
With regards to resolution 3, the Board has engaged regularly with its shareholders, and understands that the votes against this resolution reflect dissatisfaction with the persistent discount of the Company's share price compared to the prevailing Net Asset Value. As a result of this engagement and in an effort to address these concerns, the Company launched a share buyback programme, with a maximum aggregate consideration of up to £5 million, in addition to a process to sell a portfolio of the Company's properties. The Board continues to monitor the Company's discount and engage with shareholders on this issue.
The Board notes that resolution 13 adheres to the recommendation of the Investment Association, representing the institutional investment community, which supports the Pre-Emption Group's Statement of Principles for the disapplication of pre-emption rights or an additional 5% authority, if used only for the purposes of financing (or re-financing) a transaction which the Board determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles. The Board considers the flexibility afforded by this additional pre-emption rights authority to be in the best interests of the Company and reflective of UK listed company market practice.
The Board remains committed to shareholder engagement and, in accordance with Provision 5.2.4 of the AIC Code of Corporate Governance (the "Code"), the Board will consult and continue to engage with the relevant shareholders in order to fully understand and discuss their concerns. An update will be provided within six months of the AGM, in accordance with the Code, with a final summary to be included in the Company's Annual Report & Accounts for the year ended 31 December 2023.
Every shareholder has one vote for every Ordinary Share held. As at 19 May 2023, the issued share capital of the Company consisted of 399,870,377 Ordinary Shares. The Company holds 450,000 Ordinary Shares in treasury, which do not carry voting rights. Therefore, the total voting number of voting rights in the Company is 399,420,377 Ordinary Shares.
The full text of all the resolutions can be found in the Notice of Annual General Meeting dated 2 March 2023, a copy of which is available on the Company's website at https://www.triplepointreit.com/investors/72/.
In accordance with Listing Rule 9.6.2 copies of all the resolutions passed, other than ordinary business, will be submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
FOR FURTHER INFORMATION ON THE COMPANY, PLEASE CONTACT:
| |
Triple Point Investment Management LLP (Investment Manager) | Tel: 020 7201 8989 |
Max Shenkman | |
Isobel Gunn-Brown | |
Akur Capital (Joint Financial Adviser) | Tel: 020 7493 3631 |
Tom Frost | |
Anthony Richardson | |
Siobhan Sergeant | |
Stifel (Joint Financial Adviser and Corporate Broker) | Tel: 020 7710 7600 |
Mark Young | |
Rajpal Padam | |
Madison Kominski |
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 majority of the assets within the portfolio are subject to inflation-linked, long-term, 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 a 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 is a UK Real Estate Investment Trust ("REIT") listed on the premium segment of the Official List of the UK Financial Conduct Authority and is a constituent of the FTSE EPRA/NAREIT index.