REG - Triple Point Soc.Hsg - Result of Annual General Meeting

Social Housing REITAnnouncement

23/05/2023 14:15

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RNS Number : 3872A  Triple Point Social Housing REIT  23 May 2023

23 May 2023

 

TRIPLE POINT SOCIAL HOUSING REIT PLC

(the "Company" or, together with its subsidiaries, the "Group")

 

RESULT OF ANNUAL GENERAL MEETING

 

The Board of Triple Point Social Housing REIT plc is pleased to announce that,
at the Company's Annual General Meeting held today, all resolutions were voted
on by way of a poll and were passed by shareholders.

 

The Board would like to thank shareholders for their engagement and support
ahead of the AGM and throughout the year. Whilst all resolutions were passed
with a requisite majority, the Board acknowledges that resolutions 3 and 13
received a meaningful proportion of shareholder votes that did not support the
resolutions.

 

Resolutions 1 to 11 were proposed as ordinary resolutions and resolutions 12
to 15 were proposed as special resolutions. The results of the poll are set
out below.

 

 Resolution                                                                             Votes For    %      Votes Against  %      Total votes validly cast  Total votes cast as % of issued share capital*  Votes Withheld**
 1       To receive and adopt the Annual Report and accounts of the Company for the     242,867,554  94.60  13,867,057     5.40   256,734,611               64.28                                           157,728
         year ended 31 December 2022
 2       To approve the Directors' Remuneration Report                                  245,557,978  95.62  11,240,330     4.38   256,798,308               64.29                                           94,031
 3       To re-elect Christopher Phillips as a Director of the Company                  211,926,427  82.52  44,886,101     17.48  256,812,528               64.30                                           79,811
 4       To re-elect Ian Reeves CBE as a Director of the Company                        243,208,174  94.70  13,604,354     5.30   256,812,528               64.30                                           79,811
 5       To re-elect Peter Coward as a Director of the Company                          244,607,720  95.25  12,204,808     4.75   256,812,528               64.30                                           79,811
 6       To re-elect Paul Oliver as a Director of the Company                           244,607,720  95.25  12,204,808     4.75   256,812,528               64.30                                           79,811
 7       To re-elect Tracey Fletcher-Ray as a Director of the Company                   245,812,974  95.72  10,999,554     4.28   256,812,528               64.30                                           79,811
 8       To re-appoint BDO LLP as Auditors of the Company                               242,842,517  99.95  119,656        0.05   242,962,173               60.83                                           13,930,166
 9       To authorise the Audit Committee to determine the Auditors' remuneration       256,711,403  99.96  111,405        0.04   256,822,808               64.30                                           69,531
 10      To authorise the Directors to allot shares                                     253,850,218  98.85  2,954,557      1.15   256,804,775               64.29                                           87,564
 11      To authorise the Directors to declare and pay all dividends of the Company as  256,665,540  99.97  71,768         0.03   256,737,308               64.28                                           155,031
         interim dividends
 12      To dis-apply statutory pre-emption rights up to 5%                             240,274,089  93.57  16,524,686     6.43   256,798,775               64.29                                           93,564
 13      To dis-apply pre-emption rights up to a further 5% in connection with an       198,724,431  77.38  58,093,877     22.62  256,818,308               64.30                                           74,031
         acquisition or specified capital investment
 14      To authorise the Company to purchase its own shares                            256,694,799  99.95  133,509        0.05   256,828,308               64.30                                           64,031
 15      To authorise the calling of general meetings, other than an annual general     251,100,419  97.78  5,704,356      2.22   256,804,775               64.29                                           87,564
         meeting, on not less than 14 clear days' notice

 

*Excluding treasury shares.

**A vote withheld is not a vote in law and is not counted in the calculation
of the votes for or against a resolution.

 

With regards to resolution 3, the Board has engaged regularly with its
shareholders, and understands that the votes against this resolution reflect
dissatisfaction with the persistent discount of the Company's share price
compared to the prevailing Net Asset Value. As a result of this engagement and
in an effort to address these concerns, the Company launched a share buyback
programme, with a maximum aggregate consideration of up to £5 million, in
addition to a process to sell a portfolio of the Company's properties. The
Board continues to monitor the Company's discount and engage with shareholders
on this issue.

 

The Board notes that resolution 13 adheres to the recommendation of the
Investment Association, representing the institutional investment community,
which supports the Pre-Emption Group's Statement of Principles for the
disapplication of pre-emption rights or an additional 5% authority, if used
only for the purposes of financing (or re-financing) a transaction which the
Board determines to be an acquisition or other capital investment of a kind
contemplated by the Statement of Principles. The Board considers the
flexibility afforded by this additional pre-emption rights authority to be in
the best interests of the Company and reflective of UK listed company market
practice.

 

The Board remains committed to shareholder engagement and, in accordance with
Provision 5.2.4 of the AIC Code of Corporate Governance (the "Code"), the
Board will consult and continue to engage with the relevant shareholders in
order to fully understand and discuss their concerns. An update will be
provided within six months of the AGM, in accordance with the Code, with a
final summary to be included in the Company's Annual Report & Accounts for
the year ended 31 December 2023.

 

Every shareholder has one vote for every Ordinary Share held. As at 19 May
2023, the issued share capital of the Company consisted of 399,870,377
Ordinary Shares. The Company holds 450,000 Ordinary Shares in treasury, which
do not carry voting rights. Therefore, the total voting number of voting
rights in the Company is 399,420,377 Ordinary Shares.

 

The full text of all the resolutions can be found in the Notice of Annual
General Meeting dated 2 March 2023, a copy of which is available on the
Company's website at https://www.triplepointreit.com/investors/72/
(https://www.triplepointreit.com/investors/72/) .

In accordance with Listing Rule 9.6.2 copies of all the resolutions passed,
other than ordinary business, will be submitted to the National Storage
Mechanism and will shortly be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

FOR FURTHER INFORMATION ON THE COMPANY, PLEASE CONTACT:

 Triple Point Investment Management LLP                 Tel: 020 7201 8989

 (Investment Manager)
 Max Shenkman
 Isobel Gunn-Brown

 Akur Capital (Joint Financial Adviser)                 Tel: 020 7493 3631
 Tom Frost
 Anthony Richardson
 Siobhan Sergeant

 Stifel (Joint Financial Adviser and Corporate Broker)  Tel: 020 7710 7600
 Mark Young
 Rajpal Padam
 Madison Kominski

 

The Company's LEI is 213800BERVBS2HFTBC58.

 

Further information on the Company can be found on its website at
www.triplepointreit.com (http://www.triplepointreit.com/) .

 

NOTES:

The Company invests in primarily newly developed social housing assets in the
UK, with a particular focus on supported housing. The majority of the assets
within the portfolio are subject to inflation-linked, long-term, Fully
Repairing and Insuring ("FRI") leases with Approved Providers (being Housing
Associations, Local Authorities or other regulated organisations in receipt of
direct payment from local government). The portfolio comprises investments
into properties which are already subject to a lease with an Approved
Provider, as well as forward funding of pre-let developments but does not
include any direct development or speculative development.

 

There is increasing political pressure and social need to increase housing
supply across the UK which is creating opportunities for private sector
investors to help deliver this housing. The Group's ability to provide forward
funding for new developments not only enables the Company to secure fit for
purpose, modern assets for its portfolio but also addresses the chronic
undersupply of suitable supported housing properties in the UK at sustainable
rents as well as delivering returns to investors.

 

The Company is a UK Real Estate Investment Trust ("REIT") listed on the
premium segment of the Official List of the UK Financial Conduct Authority and
is a constituent of the FTSE EPRA/NAREIT index.

 

 

 

 

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