Civitas Social Housing PLC Civitas Social Housing: Prospectus Publication (0110U)

TIDMCSH

RNS Number : 0110U

Civitas Social Housing PLC

18 October 2017

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").

18 October 2017

CIVITAS SOCIAL HOUSING PLC

("Civitas" or the "Company")

LEI: 213800PGBG84J8GM6F95

Publication of Prospectus in relation to GBP350m Fund Raise

Further to the Company's announcement on 28 September 2017, the Board of Civitas is pleased to announce that the Company has today published a prospectus (the "Prospectus") setting out details of a C Share issue targeting gross proceeds of GBP350 million by way of a fully pre-emptive Open Offer, Placing, Offer for Subscription and Intermediaries Offer.

Investment Highlights

First Mover Advantage

-- Civitas is the first REIT to be listed on the LSE offering a pure play exposure to built Social Housing in England and Wales

-- Only listed investment company focused on the Sector not exposed to the risks of development and forward funding

   --     Total shareholder return of 10.25%(1) and NAV grown by 12.0%, since IPO in November 2016 
   --     GBP343m Portfolio as at 30 September 2017 

-- Diversified, across 291 properties, 1,893 tenants, 10 Registered Providers, 84 Local Authorities and 52 care providers with a focus on Specialist Supported Housing(1)

The C Share Issue

   --     C Shares will receive a fixed rate dividend of 3%(2)  p.a. 

-- Conversion of the C Shares into Ordinary Shares will be triggered on the earlier of (i) 90% of the Net Issue Proceeds being invested or committed; or (ii) 12 months after the date of Admission

-- The Company has received indications of interest from existing and new investors. Clearance Capital, an investment management firm focused on European real estate investments, has also indicated it intends to subscribe for a minimum of GBP20 million, subject to raising the Target Gross Issue Proceeds (being GBP350 million)

Extensive Pipeline

-- Civitas Housing Advisors (CHA) has identified more than GBP500 million of Social Homes that may be acquired by the Group over the next 12 months, of which approx. GBP100 million is expected to be available in the near term

Attractive and stable income with inflation protection

-- Civitas targets a dividend yield of 5%(2) p.a. on the Ordinary Shares, which it expects to increase broadly in line with inflation

-- Current Portfolio benefits from contracted income growth through its leases, which are annually reviewed in line with CPI (or in some instances CPI+1%)

Government sourced income

-- Approx. 99% of the Company's rental income from Registered Providers (Housing Associations or Local Authorities) is ultimately derived from either local or central government

Social Housing is a highly regulated asset class

-- The highly regulated nature of the Sector and the pro-active approach of the Homes and Communities Agency (HCA) and the government has, to date ensured that no Registered Provider has failed

-- With respect to the provision of Specialist Supported Housing, Registered Providers receive rent and service payments from the government that reflect the specific and specialist needs of the tenant (as distinct from General Needs Housing) and accord with policy to encourage the provision of more personal care and support within the local community. This intention is set out in UK legislation and the government has indicated this policy will continue.

Continued chronic shortage of UK Social Housing

-- There is a significant housing shortage in the Sector with estimated demand from 4.5 million people awaiting allocation of a Social Home

-- The Investment Adviser regards the levels of shortages as being at least as great or more so within the Specialist Supported Housing sector, given recent government policy to transition as many people as possible to receive care within their local community and away from more remote and larger institutions

Proven Management Team with a breadth of industry knowledge and relationships

-- Through the Investment Adviser's expertise, profile and established relationships with Registered Providers, care providers and Local Authorities, the Company expects to be able to continue to secure attractive opportunities to acquire portfolios of Social Housing.

Shareholders on the Company's register as at 13 October 2017 (being the Record Date) will have a basic entitlement to apply for up to 3 C Shares for every 2 Ordinary Shares held and registered in their name as at this date.

A copy of the Prospectus has today been posted to Shareholders and will shortly be available for inspection on the Company's website (www.civitassocialhousing.com) and on the National Storage Mechanism website (http://www.morningstar.co.uk/uk/NSM).

A copy of the audited financial information of the Company from the date of its incorporation (29 September 2016) up to 17 November 2016 has also been made available for inspection on the National Storage Mechanism website.

Expected Timetable (2017)

 
Open Offer 
Record date for Open Offer entitlements  close of business 
                                          on 13 October 
Ex-entitlement date for Open             8 a.m. on 19 October 
 Offer 
Latest time and date for receipt         11 a.m. on 7 November 
 of completed Application Forms 
 and payment in full under the 
 Open Offer or settlement of relevant 
 CREST instruction 
Placing and Offer for Subscription 
Placing and Offer for Subscription       18 October 
 open 
Offer for Subscription closes            11 a.m. on 8 November 
Intermediaries Offer closes*             8 November 
 Placing closes                           3 p.m. on 9 November 
Other 
Announcement of the results of           10 November 
 the Issue 
Admission to the Official List           8 a.m. on 14 November 
 and commencement of dealings 
 on the London Stock Exchange 
 

*Certain Intermediaries may have earlier deadlines

Terms used and not defined in this announcement shall have the meaning given to them in the Prospectus.

(1) As at 13 October 2017

(2) The dividend yield is based on an Ordinary Share price of 100 pence per Share. The Company is targeting a dividend of 3 per cent on the Ordinary Shares (based on an Ordinary Share price of 100 pence) for the period from IPO to 31 December 2017.The C Shares will be entitled to a fixed, cumulative preferential dividend of 3 per cent (based on a C Share price of 100 pence) per annum, pro-rated for the period up until the Conversion Date and will be paid out of the C Share Pool. The target dividends for the Ordinary Shares and the C Shares are targets only and do not represent a profit forecast. There can be no assurance that the targets 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 these targets 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

For further information, please contact:

Civitas Housing Advisors Limited (Investment Adviser)

   Paul Bridge                Tel: [phone] 
   Andrew Dawber       Tel: [phone] 

Cenkos Securities PLC (Sponsor, Financial Adviser and Sole Bookrunner)

   Sapna Shah               Tel: [phone] 
   Tom Scrivens            Tel: [phone] 

Solid Solutions Associates (UK) Limited (Intermediaries Offer Co-Ordinator)

   Nigel Morris        020 7549 1613 or [e-mail] 

Pagefield Communications Limited (PR Adviser)

   Philip Dennis          Tel: [phone] 
   David Leslie            Tel: [phone] 

Notes

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.

PDIBRBDGSBBBGRI

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October 18, 2017 13:16 ET (17:16 GMT)