THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014.
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES, AUSTRALIA, SOUTH AFRICA, CANADA, JAPAN, ANY MEMBER STATE OF THE EUROPEAN UNION (OTHER THAN THE UK AND THOSE MEMBER STATES IN RELATION TO WHICH THE COMPANY’S AIFM HAS OBTAINED A PASSPORT TO MARKET THE SHARES UNDER THE AIFMD PASSPORT PROCEDURE) OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
This announcement is an advertisement and not a prospectus. Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of information contained in the prospectus to be published by Civitas Social Housing PLC in due course in connection with the Issue (the “Prospectus”). A copy of the Prospectus will, following publication, be available from www.civitassocialhousing.com. This announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in the United States or in any other jurisdiction. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever. Without prejudice to the generality of the foregoing, this announcement does not constitute a recommendation regarding any securities.
The contents of this announcement, which have been prepared by and are the sole responsibility of Civitas Social Housing PLC have been approved by G10 Capital Limited, part of the Lawson Conner Group, (the “AIFM”), as a financial promotion solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (“FSMA”).
28 September 2017
CIVITAS SOCIAL HOUSING PLC
(“Civitas” or the “Company“)
Proposed £350 million Fund Raise
Publication of Circular including Notice of General Meeting
Further to the Company’s announcement on 11 September 2017, the Board of Civitas is pleased to announce a £350 million target fund raise via a fully pre-emptive Open Offer, Placing and Offer for Subscription (including an Intermediaries Offer) of C Shares (the “Issue”).
Civitas is dedicated to investing exclusively in existing portfolios of built, regulated Social Homes in England and Wales. The Company’s objective is to provide shareholders with attractive and stable income with inflation adjustment, underpinned by long term leases, and the potential for sustainable capital growth. Civitas targets a 5 per cent1 per annum dividend yield on the Ordinary Shares, which is expected to grow in line with inflation.
Through Civitas Housing Advisors Limited (the “Investment Adviser”), the Company is able to access attractively priced housing portfolios leased to specialist Registered Providers in areas of high and long-term demand. Civitas’ investment strategy is to focus on Specialist Supported Housing with the opportunity to also invest in General Needs Social Housing.
The Investment Adviser has identified a number of investment opportunities, including off-market portfolios. In addition, the Investment Adviser has reached various commercial understandings with specific Registered Providers, independent owners, developers and suppliers of Social Homes including care providers, which are expected to deliver a significant quantity of opportunities to acquire Social Homes on terms that the Investment Adviser considers attractive for the Group. Together, the various sources account for a pipeline in excess of £500 million of Social Homes which may be acquired by the Group over the next 12 months.
- Civitas, through the Investment Adviser’s sector relationships, has a pipeline of immediate investment opportunities under active due diligence which are expected to utilise the Company’s remaining cash resources and planned debt facilities within the next six weeks;
- The Company has access to an investment pipeline in excess of £500 million over the coming 12 months (of which approx. £100 million is expected to be available in the near term), subject to due diligence and binding legal agreements, and therefore requires additional equity to ensure continuity of investment;
- It is expected that the Company’s assets will be further diversified across geography, tenants, Registered Providers and different sub-sectors within Specialist Supported Housing, post-investment of the Net Issue Proceeds which is expected within 12 months following Admission;
- The increased size of the Company will enable fixed costs to be spread over a larger asset base, reducing the ongoing expense per Share;
- The market opportunity within Social Housing remains significant due to a continuing excess demand;
- The risks of substantial cash drag and NAV dilution during the investment period will be mitigated by issuing C shares, rather than Ordinary Shares;
- C share investors will be entitled to a 3 per cent2 per annum fixed rate dividend, payable quarterly;
- Shareholders taking up their full Basic Entitlement will not suffer dilution, as the Open Offer is fully pre-emptive;
- The Issue is structured to enable new investors to invest (to the extent that existing Shareholders do not take up their Basic Entitlement) and for the Company to continue to further diversify its shareholder register amongst a broad range of investor bases; and
- There should be increased liquidity in the Company’s Ordinary Shares, post Conversion of the C Shares
C Share Terms
Under the Open Offer existing shareholders will be entitled to subscribe for 3 C Shares for every 2 Ordinary Shares.
The C Shares will:
- Be a new class of convertible, non-voting preference share to be listed on the standard segment of the Official List and admitted to trading on the London Stock Exchange’s Main Market. The restriction on voting is required in order to protect the Company’s status as a REIT, but C Shareholders will be able to vote in relation to matter that effect the rights of C shares;
- Receive fixed rate dividends of 3 per cent2 per annum, paid quarterly;
- Trigger conversion into Ordinary Shares following the earlier of (i) 90 per cent of the Net Issue Proceeds being invested or committed; or (ii) 12 months after the date of Admission;
- C Shares will convert into Ordinary Shares on a NAV for NAV basis;
- Be issued at 100 pence per C Share; and
- Have an opening Net Asset Value of 98 pence per C Share.
Circular and Notice of General Meeting
Certain elements of the Issue will be subject to shareholder approval, notably:
- the allotment of C Shares;
- even though the Open Offer is fully pre-emptive, the Company will need to ask shareholders to dis-apply pre-emption rights in relation to shareholders in jurisdictions outside the United Kingdom, where making the Open Offer would be a breach of local laws or regulations;
- amending the C Share conversion terms in the Company’s Articles;
- the cancellation of the share premium account in respect of the C Share Pool following completion of the Issue; and
- authority to buy back 14.99% of the C shares in issue following Admission.
Accordingly, a notice convening the General Meeting of the Company to be held at Norton Rose Fulbright, 3 More London Riverside, London, SE1 2AQ at 3.00p.m. on 13 October 2017 is included in the Circular dated 27 September which has been posted to shareholders. The Circular and Notice of General Meeting will shortly be available on the Company’s website (www.civitassocialhousing.com) and on the National Storage Mechanism website (http://www.morningstar.co.uk/uk/NSM). The deadline for receipt of Forms of Proxy or transmission of CREST Proxy Instructions for the General Meeting will be 3.00p.m. on 11 October 2017. Subject to regulatory and shareholder approvals, the Company expects to publish a prospectus around mid-October 2017.
Capitalised words and phrases in this announcement shall have the meaning given to them in the Circular.
Michael Wrobel, Chairman of Civitas, commented: “The Board is very pleased to announce Civitas’ first fundraise since IPO. This reflects the Company’s consistent delivery against its objectives since it listed and the strength of the immediate and longer-term pipeline of investable opportunities. We believe the Issue will place the Company in the best possible position to capitalise on these opportunities; thereby continuing to deliver for tenants and shareholders alike. We would like to thank our shareholders for their continued support, together with the interest that has been shown from new investors.”
1 Based on a 100 pence share price. The Company is targeting a dividend of three per cent (based on a 100 pence share price) from the period from IPO to 31 December 2017 in relation to the Ordinary Shares. The target dividend for the Ordinary Shares is a target only and does not represent a profit forecast. There can be no assurance that the target can or will be met and should not be taken as an indication of the Company’s expected or actual future results. Accordingly, potential investors should not place any reliance on this target in deciding whether or not to invest in the Company or assume that the Company will make any distributions at all and should decide for themselves whether or not the target dividend yields are reasonable or achievable.
2 Based on a 100 pence share price and will be pro-rated for the period up to the Conversion Date. The fixed rate dividend for the C Shares does not represent a profit forecast. There can be no assurance that the target fixed dividend will be distributed and should not be taken as an indication of the Company’s expected or actual future results. Accordingly, potential investors should not place any reliance on this target fixed dividend in deciding whether or not to invest in the Company or assume that the Company will make any distributions at all and should decide for themselves whether or not the target fixed dividend is reasonable or achievable.
2 Subject to shareholder approval for the adoption of New Articles at the General Meeting.
For further information, please contact:
Civitas Housing Advisors Limited (Investment Adviser)
Paul Bridge Tel: +44 (0)20 3709 4622
Andrew Dawber Tel: +44 (0)20 3709 4626
Cenkos Securities PLC (Sponsor, Financial Adviser and Sole Bookrunner)
Sapna Shah Tel: +44 (0)20 7397 1922
Tom Scrivens Tel: +44 (0)20 7397 1915
G10 Capital Limited (part of the Lawson Conner Group) (AIFM)
Gerhard Grueter Tel: +44 (0) 203 6961302
Karen Foster Tel: +44 (0) 203 6961302
Pagefield Communications Limited (PR Adviser)
Philip Dennis Tel: +44 (0)7947 868206
David Leslie Tel: +44 (0)7584 070274
Solid Solutions Associates (UK) Limited (Intermediaries Offer Co-Ordinator)
Nigel Morris 020 7549 1613 or email@example.com
Civitas Social Housing PLC was the first Real Estate Investment Trust offering pure play exposure to social housing in England and Wales. The Company is managed by Civitas Housing Advisors Limited. The Company’s Ordinary Shares are listed on the premium listing segment of the Official List of the Financial Conduct Authority and were admitted to trading on the main market for listed securities of the London Stock Exchange in November 2016.
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated in MAR. Upon the publication of this announcement via a Regulatory Information Service this inside information is now considered to be in the public domain.
The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The material set forth herein is for information purposes only and is not intended, and should not be construed, as an offer of securities for sale in any jurisdiction.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, South Africa or Japan. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not contain or constitute an offer for sale of, or the solicitation of an offer or an invitation to buy or subscribe for C Shares to any person in the United States, Australia, Canada, South Africa or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.
The Company is not registered under the US Investment Company Act of 1940, as amended. In addition, the Shares referred to herein have not been and will not be registered under the US Securities Act of 1933 (the “Securities Act”) or under the securities laws of any state of the United States and may not be offered or sold in the United States or to or for the account or benefit of US persons absent registration or 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 State securities laws. The offer and sale of C Shares referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of any state, province or territory of Australia, Canada, South Africa or Japan. Subject to certain exceptions, the Shares referred to herein may not be offered or sold in Australia, Canada, South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, South Africa or Japan. There will be no public offer of the Shares in the United States, Australia, Canada, South Africa or Japan.
Each of the Company, the AIFM, Civitas Housing Advisors Limited and Cenkos Securities plc (“Cenkos”) and their respective affiliates expressly disclaim any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
Any purchase of C Shares in the Issue should be made solely on the basis of the information contained in the final Prospectus to be issued by the Company in connection with the Issue and Admission. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information contained in this announcement is given at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment when the definitive Prospectus is published. In particular, the proposals referred to herein are subject to regulatory and shareholder approval.
There is no guarantee that the Issue and Admission will occur and you should not base your financial decisions on the Company’s intentions in relation to the Issue and Admission at this stage. Acquiring C Shares to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such an investment should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Issue. The value of the C Shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Issue for the person concerned. Past performance or information in this announcement or any of the documents relating to the Issue cannot be relied upon as a guide to future performance.
Each of the AIFM and Cenkos is authorised and regulated in the United Kingdom by the Financial Conduct Authority, and is acting exclusively for the Company and no-one else in connection with the Issue and Admission. They will not regard any other person as their respective clients in relation to the Issue and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Issue and Admission, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Issue and the Admission, Cenkos and any of its affiliates, acting as investors for its own accounts, may purchase C Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for its own accounts in such C Shares and other securities of the Company or related investments in connection with the Issue and the Admission or otherwise. Accordingly, references in the Prospectus, once published, to the C Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by Cenkos or any of its affiliates acting as investors for their own accounts. Cenkos does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
None of the Company, the AIFM, the Investment Advisor or Cenkos and any of their respective affiliates accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. The Company, the AIFM, the Investment Adviser and Cenkos and their respective affiliates accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.
This announcement may include statements that are, or may be deemed to be, “forward-looking statements”. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the Company’s control and all of which are based on the Company’s board of directors’ current beliefs and expectations about future events. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “plans”, “projects”, “anticipates”, “expects”, “intends”, “may”, “will” or “should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company’s business, the results of operations, financial condition prospects, growth and dividend policy of the Company and the industry in which it operates. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. These forward-looking statements and other statements contained in this announcement regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing the Company. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements. Forward-looking statements speak only as of the date of this announcement. Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly with the total figure given.