TIDMCSH
RNS Number : 0110U
Civitas Social Housing PLC
18 October 2017
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED
STATES, AUSTRALIA, SOUTH AFRICA, CANADA, JAPAN, ANY MEMBER STATE OF
THE EUROPEAN UNION (OTHER THAN THE UK AND THOSE MEMBER STATES IN
RELATION TO WHICH THE COMPANY'S AIFM HAS OBTAINED A PASSPORT TO
MARKET THE SHARES UNDER THE AIFMD PASSPORT PROCEDURE) OR ANY OTHER
JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
This announcement is an advertisement and not a prospectus.
Investors should not purchase or subscribe for any transferable
securities referred to in this announcement except on the basis of
information contained in the prospectus to be published by Civitas
Social Housing PLC in due course in connection with the Issue (the
"Prospectus"). A copy of the Prospectus will, following
publication, be available from www.civitassocialhousing.com. This
announcement is not an offer to sell, or a solicitation of an offer
to acquire, securities in the United States or in any other
jurisdiction. Neither this announcement nor any part of it shall
form the basis of or be relied on in connection with or act as an
inducement to enter into any contract or commitment whatsoever.
Without prejudice to the
generality of the foregoing, this announcement does not
constitute a recommendation regarding any securities.
The contents of this announcement, which have been prepared by
and are the sole responsibility of Civitas Social Housing PLC have
been approved by G10 Capital Limited, part of the Lawson Conner
Group, (the "AIFM"), as a financial promotion solely for the
purposes of section 21(2)(b) of the Financial Services and Markets
Act 2000 ("FSMA").
18 October 2017
CIVITAS SOCIAL HOUSING PLC
("Civitas" or the "Company")
LEI: 213800PGBG84J8GM6F95
Publication of Prospectus in relation to GBP350m Fund Raise
Further to the Company's announcement on 28 September 2017, the
Board of Civitas is pleased to announce that the Company has today
published a prospectus (the "Prospectus") setting out details of a
C Share issue targeting gross proceeds of GBP350 million by way of
a fully pre-emptive Open Offer, Placing, Offer for Subscription and
Intermediaries Offer.
Investment Highlights
First Mover Advantage
-- Civitas is the first REIT to be listed on the LSE offering a
pure play exposure to built Social Housing in England and Wales
-- Only listed investment company focused on the Sector not
exposed to the risks of development and forward funding
-- Total shareholder return of 10.25%(1) and NAV grown by 12.0%, since IPO in November 2016
-- GBP343m Portfolio as at 30 September 2017
-- Diversified, across 291 properties, 1,893 tenants, 10
Registered Providers, 84 Local Authorities and 52 care providers
with a focus on Specialist Supported Housing(1)
The C Share Issue
-- C Shares will receive a fixed rate dividend of 3%(2) p.a.
-- Conversion of the C Shares into Ordinary Shares will be
triggered on the earlier of (i) 90% of the Net Issue Proceeds being
invested or committed; or (ii) 12 months after the date of
Admission
-- The Company has received indications of interest from
existing and new investors. Clearance Capital, an investment
management firm focused on European real estate investments, has
also indicated it intends to subscribe for a minimum of GBP20
million, subject to raising the Target Gross Issue Proceeds (being
GBP350 million)
Extensive Pipeline
-- Civitas Housing Advisors (CHA) has identified more than
GBP500 million of Social Homes that may be acquired by the Group
over the next 12 months, of which approx. GBP100 million is
expected to be available in the near term
Attractive and stable income with inflation protection
-- Civitas targets a dividend yield of 5%(2) p.a. on the
Ordinary Shares, which it expects to increase broadly in line with
inflation
-- Current Portfolio benefits from contracted income growth
through its leases, which are annually reviewed in line with CPI
(or in some instances CPI+1%)
Government sourced income
-- Approx. 99% of the Company's rental income from Registered
Providers (Housing Associations or Local Authorities) is ultimately
derived from either local or central government
Social Housing is a highly regulated asset class
-- The highly regulated nature of the Sector and the pro-active
approach of the Homes and Communities Agency (HCA) and the
government has, to date ensured that no Registered Provider has
failed
-- With respect to the provision of Specialist Supported
Housing, Registered Providers receive rent and service payments
from the government that reflect the specific and specialist needs
of the tenant (as distinct from General Needs Housing) and accord
with policy to encourage the provision of more personal care and
support within the local community. This intention is set out in UK
legislation and the government has indicated this policy will
continue.
Continued chronic shortage of UK Social Housing
-- There is a significant housing shortage in the Sector with
estimated demand from 4.5 million people awaiting allocation of a
Social Home
-- The Investment Adviser regards the levels of shortages as
being at least as great or more so within the Specialist Supported
Housing sector, given recent government policy to transition as
many people as possible to receive care within their local
community and away from more remote and larger institutions
Proven Management Team with a breadth of industry knowledge and
relationships
-- Through the Investment Adviser's expertise, profile and
established relationships with Registered Providers, care providers
and Local Authorities, the Company expects to be able to continue
to secure attractive opportunities to acquire portfolios of Social
Housing.
Shareholders on the Company's register as at 13 October 2017
(being the Record Date) will have a basic entitlement to apply for
up to 3 C Shares for every 2 Ordinary Shares held and registered in
their name as at this date.
A copy of the Prospectus has today been posted to Shareholders
and will shortly be available for inspection on the Company's
website (www.civitassocialhousing.com) and on the National Storage
Mechanism website (http://www.morningstar.co.uk/uk/NSM).
A copy of the audited financial information of the Company from
the date of its incorporation (29 September 2016) up to 17 November
2016 has also been made available for inspection on the National
Storage Mechanism website.
Expected Timetable (2017)
Open Offer
Record date for Open Offer entitlements close of business
on 13 October
Ex-entitlement date for Open 8 a.m. on 19 October
Offer
Latest time and date for receipt 11 a.m. on 7 November
of completed Application Forms
and payment in full under the
Open Offer or settlement of relevant
CREST instruction
Placing and Offer for Subscription
Placing and Offer for Subscription 18 October
open
Offer for Subscription closes 11 a.m. on 8 November
Intermediaries Offer closes* 8 November
Placing closes 3 p.m. on 9 November
Other
Announcement of the results of 10 November
the Issue
Admission to the Official List 8 a.m. on 14 November
and commencement of dealings
on the London Stock Exchange
*Certain Intermediaries may have earlier deadlines
Terms used and not defined in this announcement shall have the
meaning given to them in the Prospectus.
(1) As at 13 October 2017
(2) The dividend yield is based on an Ordinary Share price of
100 pence per Share. The Company is targeting a dividend of 3 per
cent on the Ordinary Shares (based on an Ordinary Share price of
100 pence) for the period from IPO to 31 December 2017.The C Shares
will be entitled to a fixed, cumulative preferential dividend of 3
per cent (based on a C Share price of 100 pence) per annum,
pro-rated for the period up until the Conversion Date and will be
paid out of the C Share Pool. The target dividends for the Ordinary
Shares and the C Shares are targets only and do not represent a
profit forecast. There can be no assurance that the targets can or
will be met and should not be taken as an indication of the
Company's expected or actual future results. Accordingly, potential
investors should not place any reliance on these targets in
deciding whether or not to invest in the Company or assume that the
Company will make any distributions at all and should decide for
themselves whether or not the target dividend yields are reasonable
or achievable
For further information, please contact:
Civitas Housing Advisors Limited (Investment Adviser)
Paul Bridge Tel: +44 (0)20 3709 4622
Andrew Dawber Tel: +44 (0)20 3709 4626
Cenkos Securities PLC (Sponsor, Financial Adviser and Sole
Bookrunner)
Sapna Shah Tel: +44 (0)20 7397 1922
Tom Scrivens Tel: +44 (0)20 7397 1915
Solid Solutions Associates (UK) Limited (Intermediaries Offer
Co-Ordinator)
Nigel Morris 020 7549 1613 or intermediaries@solid-solutions.co.uk
Pagefield Communications Limited (PR Adviser)
Philip Dennis Tel: +44 (0)7947 868206
David Leslie Tel: +44 (0)7584 070274
Notes
Civitas Social Housing PLC was the first Real Estate Investment
Trust offering pure play exposure to social housing in England and
Wales. The Company is managed by Civitas Housing Advisors Limited.
The Company's Ordinary Shares are listed on the premium listing
segment of the Official List of the Financial Conduct Authority and
were admitted to trading on the main market for listed securities
of the London Stock Exchange in November 2016.
PDIBRBDGSBBBGRI
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