CIVITAS SOCIAL HOUSING PLC
(“Civitas” or the “Company”)
CONVERSION OF C SHARES
Further to the announcement on 15 November 2018, the Company today confirms the ratio for the conversion of the C Shares into new Ordinary Shares in accordance with the Company’s Articles and the C Share Prospectus dated 18 October 2017 (“Prospectus”).
The Directors determined that the calculation date for the conversion of the C Shares into Ordinary Shares was 30 November 2018 (being the final business day of the month in which the C Share conversion process was triggered). Accordingly, the conversion ratio has been calculated made by reference to the respective Net Asset Values (“NAV”) (defined in the Prospectus) of the C Shares and the Ordinary Shares at close of business on the calculation date (“Conversion“).
|As at 30 November 2018||As at 30 September 2018|
|NAV per C Share||102.60 pence||103.80 pence|
|NAV per Ordinary Share||113.73 pence||115.20 pence|
The NAV per Ordinary Share and the NAV per C Share reflects adjustments to cash balances for the quarterly dividend to 30 September 2018 announced on 1 November 2018 and paid on 30 November 2018 (1.25p per Ordinary Share and 0.75p per C Share), and the early declaration of the pro-rata dividends of 1.11p per Ordinary Share and 0.67p per C Share announced on 29 November 2018 and payable on or around 11 January 2019. Details on the uplift in Portfolio Valuations since 30 September 2018 are included below.
The Company notes the expectation to declare a dividend in February 2019 for the period from the Conversion Date to 31 December 2018 (i.e. the remaining pro rata share of the dividend for the quarter ending 31 December 2018).
On the basis of the above, the C Shares will convert into new Ordinary Shares on the following basis (the “Conversion ratio”):
0.902190 new Ordinary Shares for every 1 C Share held
On the basis of the Conversion Ratio, a holder of 1,000 C Shares will receive 902 Ordinary Shares.
Accordingly, the total number of new Ordinary Shares arising on Conversion will be 272,461,380.
The C shares will be converted on 21 December 2018 (“Conversion Date”). The Ordinary Shares arising on conversion of the C Shares will rank pari passu with the existing Ordinary Shares for all dividends or distributions declared after the Conversion Date, which, as previously noted, are targeted to increase broadly in line with inflation reflecting the index linked growth in rental income and the positive underlying cashflow of the Company.
The NAVs are supported by independent property valuations of the Company’s portfolio as at 30 November 2018 undertaken by JLL, the Company’s retained independent real estate valuers:
|Valuation||30 November 2018||30 September 2018|
For reference, the JLL valuations are stated above as at 30 November 2018 with comparable figures as at 30 September 2018 and have been prepared on a RICS Red Book basis reflecting a portfolio sale and assumed purchasers’ costs of 2.3%.
The JLL valuations have not been impacted by the recent regulatory judgements issued for Trinity Housing Association and Westmoreland Supported Housing Association and as noted previously the underlying tenancies and expectation of income remain unchanged.
The JLL uplift in valuation of the C Share Portfolio reflects additional acquisitions made since September 2018 including assets on which exchange was secured by 30 November 2018 and which have subsequently completed. This includes 15 regulated social housing properties on which conditional exchange was announced on 5 December 2018.
The JLL uplift in valuation of the Ordinary Share Portfolio reflects indexation of underlying rents with no new properties added in the period.
As at the Conversion Date the Company had drawn down debt in an amount of £134 million, secured against properties in the Ordinary Share pool, and reflecting a total gearing of 16%.
In addition, the Company has further undrawn facilities of £78.1million that will in due course, be applied across the combined portfolio.
Application has been made for 272,461,380 new Ordinary Shares to be admitted to the premium segment of the Official List of the UK Listing Authority and to trading on the London Stock Exchange’s Main Market for listed securities from 8.00am Friday 21 December 2018.
Total Voting Rights
Immediately following Admission, the Company will have 622,461,380 Ordinary Shares in issue and therefore the total voting rights in the Company will be 622,461,380. This figure may be used by shareholders as the denominator for the calculations by which they may determine whether or not 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.
Cessation of C Shares
The C shares will cease to exist on Conversion and therefore will be removed from the Official List and Main Market of the London Stock Exchange from 8.00am on 21 December 2018.
Expected Conversion Timetable
Conversion will occur in accordance with the following timetable:
|Record Date for conversion||20 December 2018|
|Admission of new Ordinary Shares arising on Conversion||8:00am 21 December 2018|
|CREST accounts credited with new Ordinary Shares in uncertificated form||21 December 2018|
|Share certificates in respect of new Ordinary Shares in certificated form dispatched||From end December 2018 onwards|
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 same meaning as set out in the Prospectus.
For further information, please contact:
Civitas Housing Advisors Limited
Paul Bridge Tel: +44 (0)20 3058 4844
Andrew Dawber Tel: +44 (0)20 3058 4846
Cenkos Securities PLC
Sapna Shah Tel: +44 (0)20 7397 1922
Tom Scrivens Tel: +44 (0)20 7397 1915
Laurence Jones Tel: +44 (0)7947 868206
David Leslie Tel: +44 (0)7584 070274
Civitas Social Housing PLC is the first Real Estate Investment Trust offering pure play exposure to social housing in England and Wales. The Company is advised by Civitas Housing Advisors Limited. The Company is listed on the premium listing segment of the Official List of the Financial Conduct Authority and was admitted to trading on the main market for listed securities of the London Stock Exchange in November 2016. The company is a constituent of the FTSE 250 index.