TIDMSOHO
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 % Total votes Total votes Votes
Against validly cast as % Withheld**
cast of issued
share capital*
To receive and adopt
the Annual
Report and accounts of
the
Company for the year
ended
1 31 December 2022 242,867,554 94.60 13,867,057 5.40 256,734,611 64.28 157,728
------------------------ ------------ ------ ----------- ------ ------------ ---------------- ------------
To approve the
Directors' Remuneration
2 Report 245,557,978 95.62 11,240,330 4.38 256,798,308 64.29 94,031
------------------------ ------------ ------ ----------- ------ ------------ ---------------- ------------
To re-elect Christopher
Phillips
as a Director of the
3 Company 211,926,427 82.52 44,886,101 17.48 256,812,528 64.30 79,811
------------------------ ------------ ------ ----------- ------ ------------ ---------------- ------------
To re-elect Ian Reeves
CBE
as a Director of the
4 Company 243,208,174 94.70 13,604,354 5.30 256,812,528 64.30 79,811
------------------------ ------------ ------ ----------- ------ ------------ ---------------- ------------
To re-elect Peter
Coward as
a Director of the
5 Company 244,607,720 95.25 12,204,808 4.75 256,812,528 64.30 79,811
------------------------ ------------ ------ ----------- ------ ------------ ---------------- ------------
To re-elect Paul Oliver
as
a Director of the
6 Company 244,607,720 95.25 12,204,808 4.75 256,812,528 64.30 79,811
------------------------ ------------ ------ ----------- ------ ------------ ---------------- ------------
To re-elect Tracey
Fletcher-Ray
as a Director of the
7 Company 245,812,974 95.72 10,999,554 4.28 256,812,528 64.30 79,811
------------------------ ------------ ------ ----------- ------ ------------ ---------------- ------------
To re-appoint BDO LLP
as Auditors
8 of the Company 242,842,517 99.95 119,656 0.05 242,962,173 60.83 13,930,166
------------------------ ------------ ------ ----------- ------ ------------ ---------------- ------------
To authorise the Audit
Committee
to determine the
Auditors'
9 remuneration 256,711,403 99.96 111,405 0.04 256,822,808 64.30 69,531
------------------------ ------------ ------ ----------- ------ ------------ ---------------- ------------
To authorise the
Directors
10 to allot shares 253,850,218 98.85 2,954,557 1.15 256,804,775 64.29 87,564
------------------------ ------------ ------ ----------- ------ ------------ ---------------- ------------
To authorise the
Directors
to declare and pay all
dividends
of the Company as
11 interim dividends 256,665,540 99.97 71,768 0.03 256,737,308 64.28 155,031
------------------------ ------------ ------ ----------- ------ ------------ ---------------- ------------
To dis-apply statutory
pre-emption
12 rights up to 5% 240,274,089 93.57 16,524,686 6.43 256,798,775 64.29 93,564
------------------------ ------------ ------ ----------- ------ ------------ ---------------- ------------
To dis-apply
pre-emption rights
up to a further 5% in
connection
with an acquisition or
specified
13 capital investment 198,724,431 77.38 58,093,877 22.62 256,818,308 64.30 74,031
------------------------ ------------ ------ ----------- ------ ------------ ---------------- ------------
To authorise the
Company to
14 purchase its own shares 256,694,799 99.95 133,509 0.05 256,828,308 64.30 64,031
------------------------ ------------ ------ ----------- ------ ------------ ---------------- ------------
To authorise the
calling of
general meetings, other
than
an annual general
meeting,
on not less than 14
clear days'
15 notice 251,100,419 97.78 5,704,356 2.22 256,804,775 64.29 87,564
------------------------ ------------ ------ ----------- ------ ------------ ---------------- ------------
*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 GBP5 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/ .
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 .
FOR FURTHER INFORMATION ON THE COMPANY, PLEASE CONTACT:
Triple Point Investment Management Tel: 020 7201 8989
LLP
(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 Tel: 020 7710 7600
and Corporate Broker)
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 .
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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END
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