Result of Annual General Meeting
Source: RNS
27 May 2022
TRIPLE POINT SOCIAL HOUSING REIT PLC
(the "Company" or, together with its subsidiaries, the "Group")
RESULT OF ANNUAL GENERAL MEETING
NEW INVESTMENT POLICY APPROVED
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.
As a result, the Company's revised Investment Policy was approved by shareholders and will become effective immediately. The Board looks forward to announcing further progress in deploying existing capital into the current pipeline of investment opportunities.
Resolutions 1 to 13 were proposed as ordinary resolutions and resolutions 14 to 17 were proposed as special resolutions. The results of the poll are set out below.
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Resolution |
Votes For |
% |
Votes Against |
% |
Total votes validly cast |
Total votes cast as % of issued share capital* |
Votes Withheld** |
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1 |
To receive and adopt the Annual Report and accounts of the Company for the year ended 31 December 2021 |
266,827,592 |
95.05 |
13,881,100 |
4.95 |
280,708,692 |
69.69 |
1,319,481 |
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2 |
To approve the Directors' Remuneration Report |
281,879,204 |
99.97 |
84,189 |
0.03 |
281,963,393 |
70.00 |
64,780 |
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3 |
To re-elect Christopher Phillips as a Director of the Company |
249,808,557 |
88.60 |
32,154,836 |
11.40 |
281,963,393 |
70.00 |
64,780 |
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4 |
To re-elect Ian Reeves CBE as a Director of the Company |
277,487,908 |
98.41 |
4,475,485 |
1.59 |
281,963,393 |
70.00 |
64,780 |
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5 |
To re-elect Peter Coward as a Director of the Company |
280,709,873 |
99.56 |
1,253,520 |
0.44 |
281,963,393 |
70.00 |
64,780 |
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6 |
To re-elect Paul Oliver as a Director of the Company |
280,709,873 |
99.56 |
1,253,520 |
0.44 |
281,963,393 |
70.00 |
64,780 |
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7 |
To re-elect Tracey Fletcher-Ray as a Director of the Company |
281,924,644 |
99.99 |
38,749 |
0.01 |
281,963,393 |
70.00 |
64,780 |
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8 |
To re-appoint BDO LLP as Auditors of the Company |
281,927,596 |
99.99 |
35,797 |
0.01 |
281,963,393 |
70.00 |
64,780 |
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9 |
To authorise the Audit Committee to determine the Auditors' remuneration |
281,927,596 |
99.99 |
35,797 |
0.01 |
281,963,393 |
70.00 |
64,780 |
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10 |
To approve the amendments to the Company's investment policy |
281,927,596 |
99.99 |
31,100 |
0.01 |
281,958,696 |
70.00 |
69,477 |
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11 |
To approve the continuation of the Company's existence in its current form |
281,932,293 |
99.99 |
31,100 |
0.01 |
281,963,393 |
70.00 |
64,780 |
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12 |
To authorise the Directors to allot shares |
279,935,666 |
99.28 |
2,027,727 |
0.72 |
281,963,393 |
70.00 |
64,780 |
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13 |
To authorise the Directors to declare and pay all dividends of the Company as interim dividends |
281,922,293 |
99.99 |
41,100 |
0.01 |
281,963,393 |
70.00 |
64,780 |
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14 |
To dis-apply statutory pre-emption rights up to 5% |
267,928,194 |
95.02 |
14,035,199 |
4.98 |
281,963,393 |
70.00 |
64,780 |
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15 |
To dis-apply pre-emption rights up to a further 5% in connection with an acquisition or specified capital investment |
226,301,680 |
80.26 |
55,661,713 |
19.74 |
281,963,393 |
70.00 |
64,780 |
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16 |
To authorise the Company to purchase its own shares |
281,920,170 |
99.98 |
43,223 |
0.02 |
281,963,393 |
70.00 |
64,780 |
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17 |
To authorise the calling of general meetings, other than an annual general meeting, on not less than 14 clear days' notice |
276,916,880 |
98.21 |
5,046,513 |
1.79 |
281,963,393 |
70.00 |
64,780 |
*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.
The Board notes that while a majority of shareholders who voted at the Annual General Meeting overwhelming supported all resolutions, resolution 15 was passed with a majority of 80.26%.
Resolution 15 adheres to the guidance issued by the Investment Association, the Pre-Emption Group's Statement of Principles, for the disapplication of pre-emption rights for an additional 5% authority, if used only for the purposes of financing (or re-financing) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles. The Directors consider 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 is committed to maintaining an open and transparent dialogue with the Company's shareholders and will engage to understand the views of shareholders who voted against this resolution. The Board will publish an update on that engagement in the Company's annual report for the financial year ending 31 December 2022.
Every shareholder has one vote for every Ordinary Share held. As at 27 May 2022, the issued share capital of the Company consisted of 403,239,002 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 402,789,002 Ordinary Shares.
The full text of all the resolutions can be found in the Notice of Annual General Meeting dated 24 March 2022, 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:
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Triple Point Investment Management LLP (Investment Manager) |
Tel: 020 7201 8989 |
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Max Shenkman |
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Isobel Gunn-Brown |
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Akur Capital (Joint Financial Adviser) |
Tel: 020 7493 3631 |
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Tom Frost |
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Anthony Richardson |
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Siobhan Sergeant |
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Stifel (Joint Financial Adviser and Corporate Broker) |
Tel: 020 7710 7600 |
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Mark Young |
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Mark Bloomfield |
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Rajpal Padam |
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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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