Source - RNS
RNS Number : 3453K
Fundamentum Supported Housing REIT
10 April 2018
 

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY,  IN OR INTO, THE UNITED STATES, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

This announcement is an advertisement for the purposes of the Prospectus Rules of the Financial Conduct Authority and does not constitute a prospectus and is not an offer of securities for sale in any jurisdiction, including in or into the United States, Australia, South Africa, Canada or Japan. Investors must subscribe for or purchase any shares referred to in this announcement only on the basis of information contained in the prospectus published by Fundamentum Supported Housing REIT PLC (the "Prospectus") and not in reliance on this announcement. A copy of the Prospectus will, subject to certain access restrictions, shortly be available for inspection on the Company's website at www.fundamentum-supportedhousing.com and at the registered office of the Company at 5 Old Bailey, London EC4M 7BA. This announcement does not constitute, and may not be construed as, an offer to sell or an invitation to purchase, investments of any description, or a recommendation regarding the issue or the provision of investment advice by any party. No information set out in this announcement or referred to in other written or oral form is intended to form the basis of any contract of sale, investment decision or any decision to purchase share in the Company.

 

10 April 2018

 

Fundamentum Supported Housing REIT PLC

 

Announcement of the publication of Prospectus and launch of Placing, Offer for Subscription and Intermediaries Offer

 

Fundamentum Supported Housing REIT PLC (the "Company") announces that it will today publish a prospectus, dated 10 April 2018 (the "Prospectus"), in connection with the admission of the Company's ordinary shares (the "Shares") to the premium listing segment of the Official List of the UK Listing Authority and to trading on London Stock Exchange plc's main market for listed securities ("Admission").

 

The Company also announces the commencement of a Placing, Offer for Subscription and Intermediaries Offer (the "Issue") to raise up to £150 million. The Offer for Subscription, Intermediaries Offer and Placing are due to close at 11.00 a.m., 11.00 a.m. and 1.00 p.m. respectively on 27 April 2018 with Admission expected to occur at 8.00 a.m. on 2 May 2018.

 

The Company will invest in a portfolio of assets in the Social Housing sector across the United Kingdom with a particular focus on Supported Housing assets. Fundamentum Property Advisers Limited (the "Investment Adviser") has been appointed as the Company's Investment Adviser. The Investment Adviser will source properties and provide investment advisory and property management services in accordance with the Company's investment objective and investment policy. The Investment Adviser is an appointed representative of the Company's alternative investment fund manager, Langham Hall Fund Management LLP (the "AIFM").

 

The Investment Adviser is a wholly owned subsidiary of Fundamentum Property Limited ("FPL"), established to provide investment advice in the United Kingdom and to be the appointed representative of the Company's AIFM, Langham Hall Fund Management LLP. FPL was established in 2013 as a boutique property adviser with a particular focus on the Supported Housing sector in the United Kingdom. FPL has a proven track record in delivering professional services within the Social Housing sector; in particular, the team has built up an extensive experience in the purchase, disposal and day-to-day management of a portfolio of Supported Housing properties. FPL's strategy has been to acquire small and medium lot sized assets in either small portfolios or single transactions. The primary focus of each investment is servicing the needs of the underlying occupant/service user. This is achieved by working closely alongside an extensive network of Registered Providers.

 

The Company's investment objective and investment policy, as extracted from the Prospectus are included below.

 

Shares are available to investors through the Placing, Offer for Subscription and Intermediaries Offer at an issue price of 100 pence per Share.

 

Applications will be made to the UK Listing Authority and to London Stock Exchange plc for all of the Shares (issued and to be issued) to be admitted to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission will become effective and that dealings in the Shares will commence at 8.00 a.m. on 2 May 2018.

 

A copy of the Prospectus will be available on the Company's website (www.fundamentum-supportedhousing.com) and will shortly be submitted to the National Storage Mechanism and will be available at http://www.hemscott.com/nsm.do. 

 

Terms used and not defined in this announcement bear the meaning given to them in the Prospectus unless the context otherwise requires.

EXPECTED TIMETABLE


2018

Issue opens

10 April

Latest time and date for receipt of completed Application Forms in respect of the Offer for Subscription

11.00 a.m. on 27 April

Latest time and date for receipt of completed applications from the Intermediaries in respect of the Intermediaries Offer

11.00 a.m.  on 27 April

Latest time and date for commitments under the Placing

1.00 p.m. on 27 April

Publication of results of the Issue

30 April

Admission and dealings in Shares commence

8.00 a.m. on 2 May

CREST accounts credited with uncertificated Shares

2 May

Where applicable, definitive share certificates despatched by post in the week commencing

 14 May

The dates and times specified are subject to change without further notice. All references to times in this document are to London time unless otherwise stated. Any changes to the expected Issue timetable will be notified by the Company through a Regulatory Information Service.

 

ENQUIRIES

For further information, please contact:

Fundamentum Property Advisers Limited

Stewart Quayle

Christian Forbes

 

Tel: +44 (0) 1624  670 982

Investec Bank plc (Sponsor, Financial Adviser and Sole Bookrunner)

Darren Vickers

David Herring

 

Tel: +44 (0) 20 7597 5970

Scott Harris (Intermediaries Offer Adviser)

Jeremy Wiseman

Jamie Blewitt

 

Tel: +44 (0) 20 7653 0030

Media enquiries:

Buchanan

Charles Ryland

Stephanie Watson

Henry Wilson

 

 

Tel: +44 (0) 20 7466 5000

Investment Objective and Policy

Investment objective

The Company will seek to provide investors with an attractive level of income together with the prospect of income and capital growth through investment in a portfolio of assets in the Social Housing sector across the United Kingdom with a particular focus on Supported Housing assets to be let on long-term inflation linked lease agreements with Registered Providers.

 

Investment policy

 

Asset allocation

The Company will pursue its investment objective by investing in a diversified portfolio of freehold or long leasehold Social Housing in the United Kingdom. Supported Housing assets to be acquired and/or held will account for at least 80 per cent. of Gross Asset Value (once fully invested) with General Needs Housing assets accounting for a maximum of 20 per cent. of Gross Asset Value (once fully invested). The Company will acquire portfolios of Social Housing and single property Social Housing either directly or via SPVs. Each asset will be subject to a Lease with a Registered Provider for terms primarily ranging from 15 years to 35 years, with the rent payable thereunder subject to adjustment in line with inflation (generally CPI or alternatively RPI). An agreement to lease will be agreed with the Registered Provider in advance of investment in the asset. Title to the assets will remain with the relevant member of the Group under the terms of the Lease. No member of the Group will have a direct contractual relationship with the occupant of the relevant Social Housing asset. The Group will not be responsible for any management or maintenance obligations under the terms of the Lease, all of which will be serviced by the Registered Provider. The Group will not be responsible for the provision of care to occupants of Supported Housing assets.

 

The Company will also invest in Social Housing which requires upgrading and will engage in renovating or customising existing homes as necessary. The Company may also forward finance Supported Housing properties where there is an agreement to lease in place and where such assets provide a better opportunity, cost effectiveness and/or improved standard of living for the occupants of the Social Housing. The Company will not forward finance General Needs Housing Units.

 

The Company intends to invest the Net Issue Proceeds within 12 months of Admission. The Company intends to hold the Portfolio over the long-term, taking advantage of long term upward only inflation-linked Leases. The Company will not be actively seeking to dispose of any of its assets, although it may dispose of investments should an opportunity arise that would enhance the value of the Company as a whole.

 

Investment restrictions

The Company will invest and manage the Portfolio with the objective of delivering a diversified

Portfolio through the following investment restrictions:

·     the Company will only invest in Social Housing associated with the Supported Housing sector and General Needs Housing sector located in the United Kingdom;

·     the Company will only invest in Supported Housing and General Needs Housing where the counterparty to the Lease is a Housing Association or Local Authority;

·     the Company will only invest where there is an agreement to lease with the Housing Association or Local Authority in place prior to investment;

·     no lease shall be for an unexpired period of less than 15 years;

·     at least 80 per cent. of the Gross Asset Value will be invested in the Supported Housing sector (once fully invested);

·     the maximum exposure to the General Needs Housing sector will not exceed 20 per cent. of the Gross Asset Value (once fully invested);

·     the maximum exposure to any one asset (which, for the avoidance of doubt, will include houses and/or apartment blocks located on an adjoining basis but which are leased to the same Registered Provider) will not exceed 20 per cent. of the Gross Asset Value;

·     the maximum exposure to any one Registered Provider will not exceed 25 per cent. of the Gross Asset Value;

·     the Company may forward finance Supported Housing properties in circumstances where there is an agreement to lease in place and where the Company receives a coupon on its investment (generally equivalent to the projected income return for the completed asset) during the construction phase and prior to the entry into the Lease. The sum of the total forward financing commitments will be restricted to an aggregate value of not more than 10 per cent. of the Gross Asset Value, calculated at the time of entering into any new forward funding arrangement;

·     the Company will not forward finance General Needs Housing units;

·     the Company will not acquire land for speculative development of Social Housing;

·     the Company will not invest in other alternative investment funds or closed-ended investment companies (which, for the avoidance of doubt, does not prohibit the acquisition of SPVs which own individual, or portfolios of, Social Housing); and

·     the Company will not set itself up as a Registered Provider.

 

These investment restrictions apply at the time of the acquisition of the relevant investment in the Portfolio. The Company will not be required to dispose of any investment or to rebalance its Portfolio as a result of a change in the respective valuations of its assets.

 

In the event of any material breach of the Company's investment policy or of the investment restrictions applicable to the Company, Shareholders will be informed of the actions to be taken by the Company and/or the AIFM (at the time of such breach) through an announcement via a Regulatory Information Service.

 

Cash management

Until the Company is fully invested, and pending re-investment or distribution of cash receipts, the Company may invest in cash, cash equivalents, near cash instruments and money market instruments.

 

REIT status

The Company will at all times conduct its affairs so as to enable it to remain qualified (once qualified) as a REIT for the purposes of Part 12 of the Corporation Tax Act 2010 (and the regulations made thereunder).

 

Gearing

The Company will seek to use gearing to enhance equity returns. The level of borrowing will be on a prudent basis for the asset class, whilst maintaining flexibility in the underlying security requirements and the structure of both the Portfolio and the Group. The Company may raise debt from banks, a Social Housing Regulator and/or the capital markets and the aggregate borrowings of the Group will always be subject to an absolute maximum, calculated at the time of drawdown of the relevant borrowings, of not more than 40 per cent. of the Gross Asset Value (although the Investment Adviser expects actual gearing to be around 30 per cent.). Debt will typically be secured at asset level, whether over particular property or holding entities for any property without recourse to the Company and also potentially at Company or SPV level with or without a charge over the Portfolio (but not against particular assets) depending on the optimal structure for the Group and having consideration to key metrics including lender diversity, cost of debt, debt type and maturity profiles. Otherwise there will be no cross-financing between investments in the Portfolio and the Company will not operate as a common treasury function between the Company and its investments.

 

Derivatives

The Company may utilise derivatives for efficient portfolio management. In particular, the Company may engage in full or partial interest rate hedging or otherwise seek to mitigate the risk of interest rate increases on borrowings incurred in accordance with the gearing limits as part of the management of the Portfolio.

 

Changes to the Investment Policy or Investment Objectives

In accordance with the requirements of the UK Listing Authority any material change to the investment policy will require the prior approval of Shareholders, by way of an ordinary resolution at general meeting.

 

 

IMPORTANT INFORMATION

 

The content of this announcement, which has been prepared by and is the sole responsibility of  Fundamentum Supported Housing REIT PLC (the "Company"), has been approved by Investec Bank plc ("Investec"), whose registered address is 2 Gresham Street, London EC2V 7QP and which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and Prudential Regulation Authority, solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000, as amended ("FSMA"). The information contained in this announcement has not been approved by the Financial Conduct Authority.

 

This announcement is an advertisement and does not constitute a prospectus for the purposes of EU Directive 2003/71/EC or Part VI of FSMA. Investors must subscribe for or purchase any shares referred to in this announcement only on the basis of information contained in the Prospectus (and in any supplementary prospectus) and not in reliance on this announcement. When made generally available, copies of the Prospectus may, subject to any applicable law, be obtained from the registered office of the Company at 5 Old Bailey, London EC4M 7BA  and will be made available for viewing at the National Storage Mechanism at http://www.morningstar.co.uk/NSM and on the Company's website at www.fundamentum-supportedhousing.com.

 

The details contained in this announcement do not constitute, and may not be construed as, an offer to sell or an invitation to purchase investments of any description or solicitation to deal in any of the investments mentioned herein, and this announcement does not constitute a recommendation regarding the Issue, the provision of investment advice by any party, nor investment research as defined under EU Directive 2003/125/EC.

 

Investec, which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and Prudential Regulation Authority, is acting exclusively for the Company and for no-one else  in relation to the Issue or Admission or the matters described in this announcement Apart from the responsibilities and liabilities, if any, which may be imposed on Investec by FSMA or the regulatory regime established thereunder, Investec does not make any representation, express or implied in relation to, nor accepts any responsibility whatsoever for, the contents of this announcement or any other statement made or purported to be made by it or on its behalf in connection with the Company, the Shares or the Issue. Investec accordingly, to the fullest extent permissible by law, disclaims all and any responsibility or liability whether arising in tort, contract or otherwise which it might have in respect of this announcement or any other statement. Investec will not regard any other person as its client in relation to any Admission or the Issue and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Investec nor for advising any other person in relation to any Admission or the Issue or any transaction or arrangement contemplated in or by this document.

 

This announcement is not for publication or distribution, directly or indirectly, in or into or from Australia, Canada, the Republic of South Africa, Japan or any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. 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.

 

The shares of the Company have not been, and will not be, registered under the U.S. Securities Act of 1933 (as amended) (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold into or within the United States. Moreover, the shares of the Company have not been, nor will they be, registered under the applicable securities laws of Australia, Canada, the Republic of South Africa, Japan or any member state of the EEA (other than the United Kingdom). Further, the Company is not, and will not be, registered under the US Investment Company Act of 1940, as amended. The shares of the Company will be offered outside of the United States pursuant to the provisions of Regulation S of the Securities Act. Subject to certain exceptions, the shares of the Company may not be offered or sold in the United States, Australia, Canada, the Republic of South Africa, Japan or any member state of the EEA (other than the United Kingdom or to professional investors in certain EEA member states for which marketing passports have been obtained) or to, or for the account or benefit of, any national, resident or citizen of the United States, Australia, Canada, the Republic of South Africa, Japan or any member state of the EEA (other than the United Kingdom or to professional investors in certain EEA member states for which marketing passports have been obtained). The Issue and the distribution of this announcement, in other jurisdictions may be restricted by law and the persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities law of such jurisdictions.

 

None of Langham Hall Fund Management LLP (the "AIFM"), the Company, Fundamentum Property Advisers Limited (the "Investment Adviser"), Investec, or 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 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 AIFM, the Company, the Investment Adviser, Investec, 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.

 

Before investing in the Shares, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Prospectus. 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. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any Shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor.

 

Readers must make their own assessment of the relevance, accuracy and adequacy of the information contained in this announcement and such independent investigations as they consider necessary or appropriate for the purpose of such assessment. Any opinion or estimate contained in this announcement is made on a general basis and is not to be relied on by the reader as advice. No warranty is given and no liability is accepted for any loss arising, whether directly or indirectly, as a result of the reader or any person or group of persons acting on any information, opinion or estimate contained in this announcement. The Company reserves the right to make changes and corrections to any information in this announcement at any time, without notice.

 

Information in this announcement or any of the documents relating to the Issue cannot be relied upon as a guide to future performance. The price and value of securities may go up as well as down. When you sell your investment you may get back less than you originally invested. Tax treatment depends on the individual circumstances of each investor and may be subject to change in the future. Professional advice should be obtained before making any investment decision.

 

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding the Company's financial position, strategy, plans, proposed acquisitions and objectives, are forward-looking statements. Forward-looking statements are subject to risks and uncertainties and, accordingly, the Company's actual future financial results and operational performance may differ materially from the results and performance expressed in, or implied by, the statements. These factors include but are not limited to those described in the Prospectus. These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. The AIFM, the Company, the Investment Adviser, Investec expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by FMSA, the Prospectus Rules of the Financial Conduct Authority, regulation (EU) No. 596/2014 of the European Parliament and of the council of 16 April 2014 on market abuse or other applicable laws, regulations or rules.

 

None of the AIFM, the Company, the Investment Adviser, Investec, or 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 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 AIFM, the Company, the Investment Adviser, Investec, 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.

 

Solely for the purposes of the product governance requirements contained within: (a) EU Directive

2014/65/EU on markets in financial instruments, as amended ("Directive 2014/65/EU"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing Directive 2014/65/EU; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a product approval process, which has determined that the Shares to be issued pursuant to the Issue are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in Directive 2014/65/EU; and (ii) eligible for distribution through all distribution channels as are permitted by Directive 2014/65/EU (the "Target Market Assessment").

 

Notwithstanding the Target Market Assessment, distributors should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, pursuant to the Placing Investec will only procure investors who meet the criteria of professional clients and eligible counterparties.

 

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Directive 2014/65/EU; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Shares.

 

Each distributor is responsible for undertaking its own target market assessment in respect of the

Shares and determining appropriate distribution channels.


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