TIDMSOHO
RNS Number : 9342Y
Triple Point Social Housing REIT
28 August 2018
THIS ANNOUNCEMENT HAS BEEN DETERMINED TO CONTAIN INSIDE
INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU)
NO. 596/2014.
28 August 2018
Triple Point Social Housing REIT plc
(the "Company" or, together with its subsidiaries, the
"Group")
CONVERSION OF C SHARES - CONVERSION RATIO
Further to the announcement of 29 June 2018, the Board of Triple
Point Social Housing REIT plc (tickers: SOHO; SOHC) is pleased to
announce the ratio for the conversion of the C Shares into new
Ordinary Shares in accordance with the terms of the C Shares (as
set out in the Company's Articles of Association) on 30 August 2018
("Conversion Date") ("Conversion").
Net Asset Values and Conversion Ratio
The Directors determined that the calculation date for the
Conversion was 29 June 2018 (being the final business day of the
month in which at least 90 per cent. of the net proceeds of the C
Share issue have been invested or committed) ("Calculation
Date").
Accordingly, Conversion will be made by reference to the
respective net asset values per share of the C Shares and the
Ordinary Shares at close of business on the Calculation Date which
were as follows:
As at 29 June 2018
(p)
NAV per C Share 98.28
-------------------
Adjusted NAV per C Share (1) 97.93
-------------------
NAV per Ordinary Share 101.61
-------------------
Adjusted NAV per Ordinary
Share (2) 100.36
-------------------
1 NAV per C Share adjusted for the dividend payable to C
Shareholders for the period from 27 March 2018 to 30 August 2018
and the fair value gain on the assets acquired for the C Share Pool
from TP Social Housing Investments Limited on which the Company had
exchanged contracts as at 30 June 2018 but which completed on 13
July 2018, following shareholder approval of the transaction.
2 NAV per Ordinary Share adjusted for the dividend payable to
Ordinary Shareholders for the period from 1 April 2018 to 30 June
2018.
Therefore, the C Shares will convert into new Ordinary Shares on
the following basis (the "Conversion Ratio"):
0.975836 new Ordinary Shares for every 1 C Share held
Accordingly, the total number of new Ordinary Shares arising on
Conversion will be 46,352,210. Shareholders will not be entitled to
a fraction of a new Ordinary Share arising on Conversion. Instead,
their entitlement will be rounded down to the nearest whole number
of Ordinary Shares. Fractional entitlements to Ordinary Shares will
be aggregated and the whole number of Ordinary Shares will be sold
and the proceeds retained for the benefit of the Company.
Dividends in respect of C Shares and Ordinary Shares
The following dividends (the "Dividends"), declared by the Board
on 16 August 2018, have been reflected in the respective Adjusted
NAVs of the Ordinary Share and C Share as the case may be, in
accordance with the provisions pertaining to the C Shares in the
Company's Articles of Association:
-- In respect of C Shares: an aggregate of 1.29 pence per share
(being the fixed dividend of 3 per cent. per annum (based on the C
Share issue price of 100 pence) pro-rated for the period from 27
March 2018 (being the date of issue of the C Shares) to 30 August
2018 (being the Conversion Date)); and
-- In respect of Ordinary Shares: 1.25 pence per share (being
the quarterly interim dividend to holders of Ordinary Shares in
respect of the quarter ending 30 June 2018) of which 0.8125 pence
is payable as a Property Income Distribution.
These dividends will be paid on or around 28 September 2018 to
shareholders who were on the register on 24 August 2018. The
ex-dividend date was 23 August 2018.
The new Ordinary Shares arising on conversion of the C Shares
will rank pari passu with the existing Ordinary Shares for any
dividends or distributions declared after the Conversion Date and,
for the avoidance of doubt, will be entitled to the dividend in
respect of the quarter ending 30 September 2018.
Admission
On the basis of the Conversion Ratio, application has been made
to the UK Listing Authority for 46,352,210 new Ordinary Shares to
be admitted to the premium segment of the Official List and to the
London Stock Exchange for the new Ordinary Shares to be admitted to
trading on the premium segment of the Main Market. Dealings in the
new Ordinary Shares arising on Conversion are expected to commence
on Thursday, 30 August 2018.
Removal of C Share Line
Application will be made for the C Share line to be removed from
the Official List and from trading on the Main Market of the London
Stock Exchange by the opening of trading at 8.00am on 31 August
2018.
Expected Conversion timetable
Conversion will occur in accordance with the following
timetable:
Calculation Date 29 June 2018
Announcement of Conversion Ratio 28 August 2018
-------------------------------
Record Date for Conversion and C Share 6.00pm on Wednesday, 29 August
register closes 2018
-------------------------------
Admission of new Ordinary Shares arising 8.00am on Thursday, 30 August
on Conversion 2018
-------------------------------
CREST accounts credited with new Ordinary 30 August 2018
Shares in uncertificated form
-------------------------------
Share certificates in respect of new Week commencing 3 September
Ordinary Shares in certificated form 2018
dispatched
-------------------------------
All references to times in this announcement are to London time
unless otherwise stated.
Any capitalised terms used but not otherwise defined in this
announcement have the meaning set out in the prospectus dated 7
March 2018 published in respect of the C Shares (the
"Prospectus").
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
Akur Limited (Joint Financial Adviser) Tel: 020 7493 3631
Tom Frost
Anthony Richardson
Siobhan Sergeant
Canaccord Genuity Limited (Joint Tel: 020 7523 8000
Financial Adviser and Corporate
Broker)
Lucy Lewis
Denis Flanagan
Andrew Zychowski
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 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 and 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.
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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