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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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The Board is responsible for leading and controlling the Group and has oversight over the management and conduct of the Group’s business, strategy and development. The Board determine the Group’s Investment Objective and Investment Policy and has overall responsibility for the Group’s activities, including a review of investment activity and performance.
The Board is also responsible for the control and supervision of the AIFM and the Investment Manager and compliance with the principles and recommendations of the AIC Code. The Board ensures the maintenance of a sound system of internal controls and risk management (including financial, operational and compliance controls) and reviews the overall effectiveness of systems in place. They are responsible for approval of any changes to the capital, corporate and/or management structure of the Group.
The Board’s main focus is the sustainable long-term success of the Group to deliver value for shareholders. The Board does not routinely involve itself in day-to-day business decisions but there is a formal schedule of matters that requires the Board’s specific approval, as well as those which can be delegated to the Board committees, the AIFM or the Investment Manager. The Board retains responsibility for all such delegated matters.
The AIFM is responsible for portfolio management and risk management of the Group pursuant to AIFMD. The AIFM has delegated the portfolio management of the Group to the Investment Manager. The Investment Manager also provides certain property management services to the Group, including the preparation of budgets for the properties and co-ordinating with third parties providing services to the Group.
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.
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
Senior Independent Director
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.
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.
Tracey has considerable expertise as an executive and non-executive in the care and support sectors. Tracey is currently non-executive director to L&Q Group, one of the UK’s largest Housing Associations and developers, and Managing Director of Caring Homes, a leading provider of care homes for the elderly.
She spent nearly two years as Managing Director at Berendsen PLC, where she was in charge of developing the company’s healthcare business, strategy and growth and eight years at Bupa UK, holding Managing Director roles in the Care Home business which involved contracting with and providing services on behalf of local authorities and the NHS, and Bupa Health Clinics, operating as a member of the Bupa UK Board.
The Board has considered the principles and recommendations of the AIC Code by reference to the AIC Guide. The AIC Code, as explained by the AIC Guide, addresses all the principles set out in the UK Corporate Governance Code, as well as setting out additional principles and recommendations on issues that are of specific relevance to the Group.
The Board considers that reporting against the principles and recommendations of the AIC Code, and by reference to the AIC Guide (which incorporates the UK Corporate Governance Code), will provide better information to shareholders. The Group has complied with the recommendations of the AIC Code and the relevant provisions of the UK Corporate Governance Code, except as set out below. The UK Corporate Governance Code includes provisions relating to:
For the reasons set out in the AIC Guide, and as explained in the UK Corporate Governance Code, the Board considers these provisions are not relevant to the Group, being an externally managed investment group. In particular, all of the Group’s day-to-day management and administrative functions are outsourced to third parties. As a result, the Company has no executive Directors, employees or internal operations. The Group has therefore not reported further in respect of these provisions. The Group is committed to the principles in the AIC Code to ensure that it meets the obligations in relation to the UK Corporate Governance Code and paragraph 9.8.6 of the Listing Rules.
The AIC Code is available from the AIC website (https://www.theaic.co.uk/aic-code-of-corporate-governance-0)
The Board has established a management engagement committee, an audit committee and a nomination committee. Given that the Company has no executive Directors or other employees; the Board does not consider it necessary to establish a separate remuneration committee.
The functions of each of the committees are described in their respective Terms of Reference.
Our key dates during the financial year are shown below.
|29-Mar-19||Announcement of 2018 Full Year Results|
|28-May-19||Annual General Meeting|
|30-Jun-19||Financial Half Year End|
|6-Sep-19||Announcement of 2019 Half Year Results|
|31-Dec-19||Financial Year End|
|Period||Amount||Payment Date||Record Date||Ex-Dividend Date
||Amount Paid as PID|
|8 August 2017 to 31 December 2017||1 Pence||29 March 2018||16 March 2018||15 March 2018||0.75 pence|
|1 January 2018 to 31 March 2018||1.25 pence||29 June 2018||25 May 2018||24 May 2018||0.75 pence|
|1 April 2018 to 30 June 2018||1.25 pence||28 September 2018||24 August 2018||23 August 2018||0.8125 pence|
|1 July 2018 to 30 September 2018||1.25 pence||31 October 2018||28 September 2018||27 September 2018||0.75 pence|
|1 October 2018 to 31 December 2018||1.25 pence||29 March 2019||15 March 2019||14 March 2019||0.625 pence|
|1 January 2019 to 31 March 2019||1.27 pence||28 June 2019||7 June 2019||6 June 2019||0.762 pence|
|1 April 2019 to 30 June 2019||1.27 pence||27 September 2019||6 September 2019||5 September 2019||1.016 pence|
|1 July 2019 to 30 September 2019||1.27 pence||20 December 2019||29 November 2019||28 November 2019||1.016 pence|
Notifications from Substantial Shareholders
Shareholders wishing to submit a Form TR1 to the Company should send them to the following email address: firstname.lastname@example.org
Shareholders who have their shares registered in their own name, not through a Share Savings Scheme or ISA, can contact the registrars with any queries on their holding.
Computershare Investor Services plc
The Pavilions Bridgwater,
Shareholder helpline: +44 (0)370 702 0000
Fax: +44 (0)370 703 6101
In correspondence you should refer to Triple Point Social Housing REIT plc, stating clearly the registered name and address and if available your Shareholder ID. The registrars can help you to check your holding; record a change of address or name; record the death of a holder or resolve general enquiries about your holding.
The Company Secretary can be contacted at the Registered Office.
1 King William Street,
Registered Name Triple Point Social Housing REIT plc
Registered Number Registered in England and Wales No. 10814022