Result of Issue

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 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.

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 £108.15 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 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)

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 LLP (Delegated Investment Manager)	(via Newgate below)
James Cranmer
Ben Beaton
Max Shenkman
Justin Hubble
Canaccord Genuity Limited (Joint Financial Adviser and Corporate Broker)	Tel: [phone]
Lucy Lewis
Denis Flanagan
Andrew Zychowski
Akur Limited (Joint Financial Adviser)	Tel:  [phone]
Tom Frost
Anthony Richardson
Siobhan Sergeant
Newgate (PR Adviser)	Tel: [phone]
James Benjamin	Em: [e-mail]
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.

 

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