CIVITAS SOCIAL HOUSING PLC
(“Civitas” or the “Company”)
CONVERSION OF C SHARES
The Board announces that in line with the conversion terms set out in the Company’s Articles and summarised in C Share prospectus, dated 18 October 2017 (“Prospectus”), the C Share conversion has been triggered, being twelve months from the date of Admission of the C Shares.
The Directors have determined that the Calculation Date for the conversion of the C shares into Ordinary Shares will be 30 November 2018 (being the final business day of the month in which the C Share conversion process is triggered). Accordingly, conversion will be made by reference to the respective net asset values (calculated in accordance with the Company’s normal accounting policies and reflecting the Portfolio Valuation) of the C Shares and the Ordinary Shares at close of business on the Calculation Date in accordance with the terms of the C Shares (“Conversion“).
Dealings in the new Ordinary Shares arising on Conversion are currently expected to commence, and the listing of the C shares to be cancelled, on or around 21 December 2018 (the “Conversion Date“).
In the twelve months since the issue of the C Shares, Civitas has invested or committed £240 million (including costs) of C Share equity into high quality Specialist Supported Housing, representing 175 properties providing high quality homes to 1,260 residents.
There continues to be a number of investments that are in the late stages of due diligence and, subject to the satisfactory completion of that due diligence and related matters, are expected to be invested or committed before 30 November 2018 for the benefit for the C Shares.
Civitas undertakes extensive due diligence on all of its investments and has rejected a significant number of potential investments where they do not meet the necessary standards that Civitas requires, thereby ensuring the quality of the underlying real estate and safeguarding shareholder value.
Dividends in respect of C Shares and Ordinary Shares
As set out in the Prospectus, holders of C Shares are entitled to a fixed dividend of 3 per cent. per annum (based on the C Share issue price of 100p). Accordingly, the Board intends to declare a dividend for holders of C Shares pro-rated for the period from 1 October 2018 (being the date of the last C Share dividend) to the Conversion Date.
In addition, the Board intends to declare a dividend for holders of the Ordinary Shares for the period from 1 October 2018 to the Conversion Date. This will be the pro rata share of the quarterly dividend for the quarter ending 31 December 2018.
The Board intends to declare the above dividends with a record date that is before the Conversion Date, for payment in January 2019 and as such, the dividends will be deducted from the net asset values at the Calculation Date as appropriate.
The Company also expects to declare a dividend for the period from the Conversion Date to 31 December 2018 (i.e. the remaining pro rata share of the quarterly dividend for the quarter ending 31 December 2018) in February 2019. The 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.
Expected Conversion and Dividend timetable
It is currently expected that Conversion will occur in accordance with the following timetable:
|30 November 2018|
|Dividends declared (period from 30 September 2018 to Conversion Date)||On or around 6 December 2018|
|Ex-Date in respect of such Dividends||13 December 2018|
|Record Date in respect of such Dividends||14 December 2018|
|Announcement of Conversion Ratio||On or around 20 December 2018|
|Admission of new Ordinary Shares arising on Conversion
|On or around 21 December 2018|
|CREST accounts credited with new Ordinary Shares in uncertificated form
|On or around 21 December 2018|
|Share certificates in respect of new Ordinary Shares in certificated form dispatched||From end December 2018 onwards|
|Payment Date in respect of such Dividends||January 2019|
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 18 October 2017, which is available on the Company’s website (http://civitassocialhousing.com/wp-content/uploads/2017/10/Civitas-Social-Housing-PLC-2017-C-Share-Prospectus.pdf).
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
Philip Dennis 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.