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The information contained herein and on the pages that follow does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities in the United States or in any jurisdiction in which such an offer or solicitation would be unlawful. Triple Point Social Housing REIT plc (the "Company") has not been and will not be registered under the US Investment Company Act of 1940, as amended (the "Investment Company Act") and, as such, holders of the securities referred to herein and on the pages that follow will not be entitled to the benefits of the Investment Company Act. No offer, sale, resale, pledge, delivery, distribution or transfer of the securities referred to herein and on the pages that follow may be made except under circumstances that will not result in the Company being required to register as an investment company under the Investment Company Act. The securities referred to herein and on the pages that follow have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, resold, pledged, delivered, distributed or transferred, directly or indirectly, into or within the United States or to, or for the account or benefit of, US persons as defined in Regulation S under the Securities Act ("US Persons"), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States and in a manner which would not require the Company to register under the Investment Company Act. There will be no public offer of the securities referred to herein and on the pages that follow in the United States, Australia, Canada, Japan or South Africa.
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Triple Point Social Housing REIT plc was admitted to trading on the Specialist Fund Segment of the Main Market of the London Stock Exchange in August 2017.
The Company intends to invest in Social Housing assets in the UK, with a particular focus on Supported Housing. The assets within the portfolio will typically be subject to inflation-adjusted, long-term (from 20 years to 25 years), Fully Repairing and Insuring (“FRI”) leases with Approved Providers. The portfolio will comprise 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 will not include any direct development or speculative development.
Following deployment of the Net Proceeds of the Issue and associated gearing, the Company is targeting a covered dividend equal to 5 per cent. of the Issue Price per Ordinary Share in respect of the Company’s first full financial year (ending 31 December 2018), to be paid quarterly and increasing annually. 1 2
Triple Point Investment Management LLP (part of the Triple Point Group) will be 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). It has identified a significant number of assets, primarily off-market, which it believes meets the requirements of the Company's Investment Objective and Investment Policy. The Delegated Investment Manager is conducting discussions with potential vendors for the Group to acquire or develop an additional £200 million of assets. The Company aims to deploy funds raised within nine months of Admission.
The Group has agreed to acquire, subject to Admission, a seed portfolio of five Supported Housing assets from Pantechnicon Capital Limited, a company within the Triple Point Group, at a purchase price of £17.9 million. At this price, the Seed Portfolio is targeted to produce a Net Initial Yield of 6 per cent.
The Company intends to give notice to HMRC that it will become a real estate investment trust for the purposes of Part 12 of the Corporation Tax Act 2010 (”REIT”).
Focus on Supported Housing with secure, long-term and inflation linked leases
The Company will principally look to acquire and hold (either directly or through SPVs) the freehold or long leasehold of supported social residential properties in the UK. Each asset will be subject to a lease or occupancy agreement with an Approved Provider for terms ranging from 20 years to 25 years, with the rent payable thereunder subject to adjustment in line with inflation.
At least 80 per cent. of the assets owned by the Group (once fully invested) will be Supported Housing properties, typically providing accommodation for older people or the most vulnerable members of society, such as those with learning disabilities, mental health problems and people with physical or sensory impairment.
Supported Housing properties owned by the Group will be leased to an Approved Provider and a care provider regulated by the UK Government’s Care Quality Commission may be retained (by the Local Authority) to provide care to the tenant. The Group will not be responsible for the provision of care to occupants of Supported Housing assets.
Stable and growing income streams
Due to the vulnerable nature of Supported Housing tenants, the Approved Provider will receive rent in the form of housing benefit directly from the relevant Local Authority, with Local Authorities in turn receiving funding directly from central Government (the Department of Work and Pensions) – this security of revenue allows the Approved Provider to sign a long term upward only inflation-linked lease with the Company.
Net initial yields in the Supported Housing sector typically range from 5.5 per cent. to 6.5 per cent. and are linked to CPI (and occasionally RPI) with enhanced returns for forward funded development assets.
Following deployment of the Net Proceeds of the Issue and associated gearing, the Company is targeting a covered dividend equal to 5 per cent. of the Issue Price per Ordinary Share1, 2 in respect of the Company’s first full financial year, to be paid quarterly and increasing thereafter in line with inflation.
Forward funding but no speculative development
The Group will forward finance the development of new Social Housing assets when the Delegated Investment Manager believes that to do so would enhance returns for Shareholders and/or secure an asset for the Group’s Portfolio at an attractive yield.
Forward funding will only be provided in circumstances where there is an agreement to lease in place with an Approved Provider, planning permission has been granted in respect of the site and the Group receives a return on its investment (at least equivalent to the projected income return for the completed asset) during the construction phase and prior to the commencement of the relevant Lease.
Forward funding is expected to increase the deal flow available to the Company and give greater certainty over the longer term deal flow to the Group, as developers are often willing to grant exclusivity over their forward pipeline of developments.
The Company will not acquire land for speculative development of Social Housing assets.
The Delegated Investment Manager has strong relationships and an extensive and successful track record, investing over £1 billion across a diverse range of sectors delivering strong income
Triple Point Investment Management LLP (part of the Triple Point Group) has been appointed as the Delegated Investment Manager of the Group.
Triple Point Group is a specialist investment firm founded in 2004, currently with over £470 million assets under management, returning £134 million to its investors during the last two years, in line with the applicable investment mandates.
Over the last 10 years, Triple Point has invested over £1 billion in across a diverse range of investment sectors, including property, central and local government, NHS Hospital Trusts and infrastructure including lease and asset finance
Fees payable to the Delegated Investment Manager: 1.0 per cent. on NAV up to £250 million, 0.9 per cent. on NAV from £250 million to £500 million, 0.8 per cent. on NAV from £500 million to £1 billion and 0.7 per cent. on NAV above £1 billion. No performance, acquisition, exit or property management fees. 25 per cent. of total fees per annum (net of any applicable tax) payable in Ordinary Shares.
Seed Portfolio and strong identified pipeline of over £200 million of predominantly off-market investment opportunities
The Group has agreed to acquire, subject to Admission, a seed portfolio of five Supported Housing assets from Pantechnicon Capital Limited, a company within the Triple Point Group, at a purchase price of £17.9 million, equal to a 6 per cent. Net Initial Yield.
The Seed Portfolio properties are located predominantly in and around town and city centres in the Midlands and the North of England and are leased to Inclusion Housing CIC as Approved Provider for an initial term of 20 years, extendable to up to 60 years.
The Seed Portfolio has been independently valued at £18.46 million by Jones Lang LaSalle.
The Delegated Investment Manager has identified a significant number of assets, primarily off-market, which it believes meets the requirements of the Company's Investment Objective and Investment Policy. The Delegated Investment Manager is conducting discussions with potential vendors for the Group to acquire or develop an additional £200 million of assets.
The Delegated Investment Manager will target operating assets and forward funded opportunities but will not undertake any direct development or speculative development.
The Company aims to deploy funds raised within nine months of Admission.
The Board is responsible for the determination of the Company’s Investment Objective and Investment Policy and has overall responsibility for the Company’s activities except for any alternative investment fund management functions, which are provided by the alternative investment fund manager (“AIFM”), Langham Hall Fund Management LLP. The AIFM is responsible for portfolio management and risk management of the Company pursuant to the AIFMD. However, the AIFM has delegated the portfolio management of the Group to the Delegated Investment Manager, Triple Point Investment Management LLP (part of the Triple Point Group), pursuant to the Delegated Investment Management Agreement.
Triple Point Group is a successful specialist investment firm founded in 2004 on the premise to deliver well researched and managed investments to individuals who are seeking capital security, liquidity and predictable returns. Triple Point currently has over £470 million assets under management and has invested over £1 billion across its product range since inception, having returned approximately £130 million to its investors during the last two years, in line with the applicable investment mandates.
Over the last 10 years, Triple Point has invested over £1 billion across a diverse range of investment sectors, including property, central and local government, NHS Hospital Trusts and infrastructure including lease and asset finance with over £600 million of funding into over 45,000 small and medium sized businesses. Triple Point continues to select investments across a wide range of business sectors, which have included property, technology, renewable energy, asset finance in leasing, lending and asset finance. As well as an existing portfolio of Social Housing assets Triple Point has assisted in investments into private and public sector healthcare providers, combined heat and power plants, hydro-electric power, solar, crematoria and gas-peaking facilities.
The key personnel of the Delegated Investment Manager who are involved in the provision of portfolio management services under the terms of the Delegated Investment Management Agreement are as follows:
Managing Partner, Asset Originator
James joined Triple Point in 2006 to establish its flagship leasing business, Triple Point Lease Partners, which has grown to be one of the UK’s most active providers of operating lease finance into Local Authorities and NHS Trust Hospitals. James has over 20 years’ experience in structured, asset and vendor finance, and has been responsible for in excess of £1 billion of funding into UK Local Authorities, NHS Hospital Trusts, FTSE 100 and small medium sized companies. James is a graduate of St. Andrews University. He became co-Managing Partner in 2016.
Managing Partner, Fund Manager
Ben joined Triple Point in 2007 to lead the sourcing and execution of a broad spectrum of investments including renewable energy, long leased infrastructure and property bridge lending. He has established himself as an industry leader in matching capital with investment opportunities, building innovative products for investors and offering attractive and flexible funding solutions to a range of businesses, both in the public and private sector. Ben has a BSc (Hons) in Biological Sciences from the University of Edinburgh. He became co-Managing Partner in 2016.
Principal, Head of Investment
Max joined Triple Point in 2011 and has led investments across the product range. He has arranged both debt and equity funding for a number of property backed transactions in the social housing, infrastructure and agricultural sectors. Max has also been responsible for providing over £100 million of receivables financing to SMEs. Prior to joining Triple Point Max was an Associate in the Debt Capital Markets team at Lazard where he advised private equity clients on both the buy and sell side. Max graduated from the University of Edinburgh.
The Directors of the Company, all of whom are non-executive, are listed below.
All of the Directors are independent of the Delegated Investment Manager and the AIFM.
(Chairman) (aged 67)
Chris is the current non-executive Chairman of Places for People, the UK’s leading registered social landlord, with over 150,000 properties, and 1,500 employees. He brings with him more than 35 years’ experience of real estate and listed companies experience. Of note is his role at Colliers where, after heading its residential consultancy business, he became the first Managing Director of Colliers Capital UK Ltd (Colliers commercial real estate property fund), from 1998 to 2005. Chris is chairman of Londonewcastle, a leading residential led, mixed-use developer in London and he was previously a member of the Octopus Healthcare Advisory Board which invests, develops, and creates partnerships to deliver innovative healthcare buildings to improve the health, wealth and wellbeing of the UK.
Non-Executive Director (aged 62)
Paul has over 35 years’ experience in real estate development and investment management in both the UK and Europe. He has been at the forefront of the establishment of property funds since 1991. Paul established Equity Partnerships Limited, promoting and managing collective investment schemes, which merged with the Teesland Group in 2000. In 2002 he launched Teesland plc on the London Stock Exchange, building funds under management to €6.5 billion before its sale to Valad in June 2007. Paul is currently chief executive of Curlew Alternative Asset Management, focused on specialist or alternative sectors of UK and European real estate which are under-exploited, immature and where first or early mover advantage can reap better returns.
(Senior Independent Director) (aged 72)
Ian is the senior partner and co-founder of Synaps Partners LLP, an international business advisory firm. Among a number of other appointments, Ian is currently visiting Professor of infrastructure investment and construction at Alliance Manchester Business School and chairman of GCP Infrastructure Investments Limited, a FTSE 250 company. He was the founder and chairman of the High-Point Rendel Group PLC and led the development of its multi-disciplinary group of companies specialising in business, management and engineering technology consultancy, with a network of offices in Europe, Asia, the Middle East, and the US. Ian was president and chief executive of Cleveland Bridge Worldwide Group and Dorman Long as well as chairman of the London regional council of the CBI and other public and private bodies. Ian currently holds a number of other directorships in the construction, financial and security industries and was awarded his CBE for services to business and charity in 2003.
Non-Executive Director (aged 61)
Peter was, until the end of June 2016, a Senior Tax Partner at PwC (specialising in property), for whom he had worked since 1977 and was a partner from 1989. He has a BA in Economics and qualified as a Chartered Accountant in 1980. Peter has worked with private and quoted businesses, from small entrepreneurial firms to large international organisations across a wide spectrum of industries advising on structuring and the tax implications of complex international transactions. He has a detailed knowledge and understanding of tax regimes worldwide and of organisational and project structuring to optimise the tax position.