Supported Housing in the UK Results for the year ended 31 December - - PowerPoint PPT Presentation

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Supported Housing in the UK Results for the year ended 31 December - - PowerPoint PPT Presentation

Supported Housing in the UK Results for the year ended 31 December 2018 29 March 2019 Shirebrook, Derbyshire Agenda and Presentation Team Page Section Presentation Team Highlights 3 BEN BEATON Co-Managing Operational Overview 6


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SLIDE 1

Supported Housing in the UK

Results for the year ended 31 December 2018 29 March 2019

Shirebrook, Derbyshire

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Highlights 3 Operational Overview 6 Financial Results 16 Outlook 23 Appendix 25

2

Presentation Team The Value of Home Section Page

Agenda and Presentation Team

JAMES CRANMER

Co-Managing Partner

BEN BEATON

Co-Managing Partner

MAX SHENKMAN

Partner and Head

  • f Investment
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SLIDE 3

Thatto Heath, Liverpool

Highlights

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SLIDE 4

Operational Highlights

4

272

Properties 1,893 units

16

Approved Providers

£17.4m¹

Contracted rental income

27.2 years

Weighted Average Unexpired Lease Term

100%

Index-linked

Overview

  • SOHO continues to invest in Supported Housing assets in the

UK

  • Market capitalisation of c.£350 million as at 31 December 2018
  • A constituent of the FTSE EPRA/NAREIT Index since June 2018
  • Tracey Fletcher-Ray joined the Board on 1 November 2018

Portfolio

  • Portfolio comprising of 272 social housing properties with

1,893 units

  • 13 forward funding agreements of which 6 have reached

practical completion

Yields

  • Average Net Initial Yield of 5.89% against a period end

valuation yield of 5.25%

Long term inflation-linked leases

  • Contracted Rental Income of £17.4 million1 with entire

portfolio fully let (or pre-let for ongoing forward funded assets)

  • Leased to a well diversified tenant base of 16 Approved

Providers and a WAULT of 27.2 years

¹ Excluding forward funded assets that have not yet completed

Properties Contracted Rental Income (£m) Average Net Initial Yield

116 167 272 31-Dec-17 30-Jun-18 31-Dec-18 £7.8m £10.4m £17.4m 31-Dec-17 30-Jun-18 31-Dec-18 5.91% 5.91% 5.89% 31-Dec-17 30-Jun-18 31-Dec-18

5.89%

Average Net Initial Yield

Operational Highlights as at 31 December 2018

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SLIDE 5

100.84p 101.61p 103.65p 31-Dec-17 30-Jun-18 31-Dec-18 £137.5m £190.0m £323.5m 31-Dec-17 30-Jun-18 31-Dec-18

Financial Highlights

5

£155.7m

Equity raised

£138.5m

Debt raised

103.65p

IFRS NAV per share

5.00p³

Dividends paid or declared to date

£21.0m²

Total Invested since 31 December 2018

Financing

  • Gross equity proceeds raised of £155.7 million and secured

debt financing of £138.5 million through two separate facilities with MetLife and Lloyds

  • During 2018 we acquired 156 assets for an aggregate

consideration of £170.8 million² and further commitments of £21.0 million

Portfolio Value

  • IFRS valuation of £323.5 million against total invested funds of

£302.6 million

– valuation uplift of £20.8 million (+6.9%) against total

invested funds

  • IFRS NAV per ordinary share of 103.65p

Dividend

  • Q4 2018 dividend of 1.25p to be paid on 29 March 2019 in line

with target

  • 2019 target dividend of 5.095p (an increase of 1.9% in line with

CPI inflation)

  • We expect the quarterly dividend at the end of 2019 to be

substantially covered by EPRA earnings

Post Balance Sheet

  • Since 31 December 2018, we have acquired a further 17 assets

for an aggregate consideration of £21.0 million² and made further commitments of £4.5 million²

¹ Excluding forward funded assets that have not yet completed ² Including acquisition costs ³ 3.75 pence paid during 2018; 1.25 pence declared and expected to be paid on the 29 March 2019

IFRS Valuation (£m) IFRS NAV per share (p)

£323.5m

IFRS Valuation

Financial Highlights as at 31 December 2018

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The Value of Home

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SLIDE 6

Operational Overview

Boathouse, Tamworth

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SLIDE 7

▪ The site was acquired and construction

commenced in March 2018

▪The scheme was funded monthly with a coupon

charged during development Total Investment: £1.9m Yield on Cost: 6.03% Blended IFRS Yield: 5.35% Units: 12 Completion Date: 11/10/2018 High quality living accommodation:

– 12 self-contained one-bed apartments – 1 Care Provider apartment

High-specification scheme comprising 12 self-contained

  • ne-bed apartments

Purpose built dwellings to a high specification: Specialist adaptations, including;

– Wet rooms – Facilities with alarm activating pull cords – Assistive technology enabled control panels – Concierge control – Wheelchair access – Tailored living spaces

Forward Funding: Case Study – Shirebrook, Derbyshire

March April June September Completion October 2018

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SLIDE 8

Growing Demand Government Policy Referrals Better Outcomes

8

Demand Cycle for Supported Housing

¹ For adult of working age with learning disabilities (source: Funding Supported Housing for All, Mencap housing Report 2018)

A community setting which promotes

  • independence. Adaptive Technology should

lead to a lessening reliance on care. Cost savings for local authorities as Supported Living is cheaper than alternatives¹:

  • Supported Housing: £1,569 per week
  • Residential Care: £1,760 per week
  • Inpatient Care: £3,500 per week
  • People with care needs are living longer
  • Disability prevalence amongst people of

working age has increased from 14% to 19% in the last 10 years

  • Excess demand for Supported Housing is

expected to grow to 46,771 units by 2025 2014 Care Act promotes independent living

  • pportunities in community settings

Local authority transforming care programmes are driving demand Specific referrals are generated by:

  • Social workers
  • GPs
  • Health advisors

A bespoke care package is identified and agreed by a panel made up of commissioners and social workers

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Better for Residents Referrals Government Policy Demand for Care is Growing

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SLIDE 9

9

Triple Point Investment Process

Due to a lack of grant funding there is an opportunity for the Company to meet commissioner demand by working with developers to create purpose built Supported Housing homes

Understanding the genesis of the development and counterparties involved Commence works on:

  • Surveys
  • Valuations
  • Legal due diligence

Asset Quality:

  • Location
  • Specification
  • Adaptations

Local Authority support:

  • Demand
  • Value for Money
  • Approval of property and

care package Investment Committee and Board approval Acquisition

Due Diligence on Approved Provider and Care Provider

Relationships are Key:

Care Provider

  • Strong management team and CQC rating
  • Close relationships with commissioning
  • ffices
  • Experience of providing support to similar

tenants

  • Good financial performance

Developers

  • Supported Housing experience with

strong track record

  • Understanding of care needs and social

housing

  • Sustainable approach to development

– Local authority support – High quality product – Sustainable rents Housing Associations

  • Strong management team
  • Experience of managing Supported

Housing assets

  • Good relationships with Care Providers

and Local Authorities

  • Strong financial performance

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Strong Pipeline of Forward Funding Opportunities

£26.3m

Allocated to forward funding commitments

9.8%¹

Deployment into forward funding deals in 2018

Typically 6%

Yield on Cost

Off Market Transactions Coupon Earned During Construction Agreement for Lease in Place

Access to Best-in-Class Supported Housing Assets

  • Properties are built to meet tenants’ care needs offering a high level of adaptation
  • The Group benefits from the Manager’s track record of successfully forward funding a range of

property and infrastructure assets over the last decade

  • Planning approval and a pre let are in place prior to acquisition. All works are done under a fixed

price contract with developer profit deferred

  • The table below sets out the forward funding projects the Group undertook during FY 2018

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¹ Excludes ongoing forward funding commitments at 31 December 2018

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Acquisition Trajectory as at 31 December 2018

£17.9m £131.8m £180.5m £302.6m £51.5m £21.0m Total Invested Funds Total Committed Funds Assets

Annual Results (Dec-18)

Seed Portfolio

IPO (Aug-17) Interim Results (Jun-18) Annual Results (Dec-17)

  • As at 31 December 2018 SOHO had invested funds of £302.6m and total committed funds of £323.6m
  • Since IPO SOHO has also rejected £398m of transactions that met the Company’s investment criteria but were rejected during due diligence

£400m+

Pipeline of new social housing properties

# of Assets: 116

  • Avg. Purchase NIY: 5.91%

WAULT: 30.6yrs # of Assets: 167

  • Avg. Purchase NIY: 5.91%

WAULT: 29.0yrs # of Assets: 272

  • Avg. Purchase NIY: 5.89%

WAULT: 27.2yrs

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24.5% 16.0% 14.6% 13.6% 8.7% 7.4% 6.0% North West East Midlands West Midlands North East London South East Yorkshire South South West East South Wales

North East

Properties: 38 % of funds invested: 13.4%

Yorkshire

Properties: 16 % of funds invested: 5.8%

East Midlands

Properties: 39 % of funds invested: 16.1%

London

Properties: 16 % of funds invested: 8.8%

South East

Properties: 23 % of funds invested: 7.5%

North West

Properties: 76 % of funds invested: 25.1%

West Midlands

Properties: 35 % of funds invested: 14.1%

South

Properties: 15 % of funds invested: 5.0%

South West

Properties: 10 % of funds invested: 2.9%

East

Properties: 3 % of funds invested: 1.0%

South Wales

Properties: 1 % of funds invested: 0.3%

Well Diversified Portfolio: by Geography

Market Value by Region Assets by Region

76 39 38 35 23 16 16 15 10 North West East Midlands North East West Midlands South East London Yorkshire South South West East South Wales

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Well Diversified Portfolio: by Approved Provider

20.3% 15.6% 13.5% 10.5% 10.1% 9.3% 6.8% 5.5% Inclusion Falcon My Space 28 A Supported Living Hilldale AHS Chrysalis Westmoreland BeST Wings Care Care Housing Association Sunnyvale Encircle Housing IKE Lifeways Partners Foundation 60 53 33 30 25 17 17 16 6 Inclusion Falcon My Space AHS 28 A Supported Living Hilldale Chrysalis Westmoreland Care Housing Association BeST Sunnyvale Encircle Housing Wings Care IKE Lifeways Partners Foundation 21.6% 14.9% 13.4% 10.0% 10.0% 8.9% 6.8% 6.0% Inclusion Falcon My Space Hilldale 28 A Supported Living AHS Chrysalis Westmoreland Care Housing Association BeST Wings Care Sunnyvale Encircle Housing IKE Lifeways Partners Foundation 337 302 302 228 179 155 120 97 Inclusion Falcon My Space AHS 28 A Supported Living Hilldale Chrysalis Westmoreland Care Housing Association BeST Sunnyvale Encircle Housing Wings Care IKE Lifeways Partners Foundation

Market Value by Approved Provider Assets by Approved Provider Rental Income by Approved Provider Units by Approved Provider

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Increasing Regulation in a Growing Sector

  • Only four of the Registered Providers that the Company has leases with have passed through the 1,000 tenanted units

under management barrier and are therefore subject to an In Depth Assessment (IDA)

– The Regulator has three years within which to undertake an IDA

  • All other Registered Providers are subject to a lower degree of regulation and therefore it is crucial that we undertake
  • ur own due diligence and monitoring
  • The Regulator has requested a range of information from the smaller specialist Registered Providers to ensure that

they are being properly managed and has engaged with these Registered Providers where they have found failings

  • Regulatory judgements have been issued on Inclusion Housing and Westmoreland Supported Housing Association
  • The Regulator’s stated objectives are to promote the delivery of homes that meet a range of needs in a viable and

efficient way

  • The Company’s ambition is to assist in this aim by helping to deliver much needed newly developed Supported

Housing accommodation

  • The Company meets with the Regulator regularly in order to share information and understand their concerns and

areas of focus

“RSH regulates private Registered Providers

  • f social housing to

promote a viable, efficient and well- governed social housing sector able to deliver homes that meet a range of needs”

Regulator of Social Housing (“the Regulator”) Regulator of Social Housing

250 500 750 1000 1250 1500 1750 2000

RP Total Units Under Management¹

¹ As at 31 December 2018 14

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Approved Providers: Monitoring

Approved Providers

  • Regulation of Registered Providers by the Regulator of Social Housing

varies depending on size and circumstance and so it is crucial that we undertake our own consistent due diligence on all Approved Providers with whom the Company has leases

– There can often be a number of years between in depth

Regulatory reviews of Registered Providers and publicly available information is limited

  • We keep a risk register on all Approved Providers which contains up

to date information and considers the following:

– Management accounts – Units under management – Headcount – Occupancy – Rent levels

  • This is supplemented by weekly calls with management teams and

quarterly office and site visits. We also talk to care providers for their feedback on Approved Provider performance

  • Most of the Approved Providers are relatively small and are

increasing the number of units they have under management and so they need to make sure that their governance and procedures keep pace with growth

  • Through regular interaction and monitoring of the Approved

Providers we manage our relative exposure and assist in resolving any issues before they escalate

Added 5 additional Approved Providers

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Financial Results

Moor House, Hereford

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Key Performance Indicators

Financial Highlights as at 31 December 2018

EPRA EARNINGS PER SHARE 2.27 pence (2017: 0.02 pence)

EPRA Earnings per Share excludes the fair value gain on properties

IFRS VALUATION £323.5 million (2017: £137.5 million)

Portfolio independently valued at £323.5 million on an IFRS basis, an uplift

  • f 6.89% against total invested funds of

£302.6 million¹

CONTRACTED RENTAL INCOME £17.4 million (2017: £7.8 million)

Contracted Rental Income excludes ongoing forward funding schemes that are under an Agreement for Lease

DIVIDEND PER SHARE 5.00 pence (2017: 1.00 pence)

3.75 pence paid during 2018; 1.25 pence declared and to be paid on 29 March 2019

EARNINGS PER SHARE 8.37 pence (2017: 3.94 pence)

Earnings per Share includes the fair value gain

  • n properties, calculated on the weighted

average number of shares

IFRS/EPRA NAV PER SHARE 103.65 pence (2017: 100.84 pence)

The IFRS NAV and EPRA NAV per Share was 103.65 pence, an increase of 2.79% since 31 December 2017

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¹ Including acquisition costs

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£1.0m £11.5m £7.8m £17.4m 31-Dec-17 31-Dec-18

Actual Income versus Contracted Rental Income (£m)

Year ended 31 December 2018 (audited) £’000 Period ended 31 December 2017¹ (audited) £’000 Variance Revenue 11,490 1,027 Total expenses (4,483) (1,065) Gross profit 7,007 (38) Changes in fair value of investment properties 14,497 5,639 Operating profit 21,504 5,601 ↑ 283.9% Net finance (cost) / income (1,607) 71 Profit before taxation 19,897 5,672 ↑ 250.8% Earnings per share – basic 8.37p 3.94p ↑ 112.4% EPRA Earnings per share – basic 2.27p 0.02p

Statement of Comprehensive Income

¹ Period is from IPO on 14 August 2017 to 31 December 2017 ² Increase largely due to the fact cash was deployed which increased the management fee charged (management fees are not charged on cash)

ONGOING CHARGE RATIO 1.58%² (2017: 1.34%)

Ongoing Charge is a ratio of annualised ongoing charges expressed as a percentage of average net asset value throughout the period

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£137.5m £323.5m 31-Dec-17 31-Dec-18 100.84p 103.65p 31-Dec-17 31-Dec-18

Statement of Financial Position

Year ended 31 December 2018 (audited) £’000 Period ended 31 December 2017 (audited) £’000 Variance Investment property (IFRS valuation) 324,069 138,512 ↑ 134.0% Trade and other receivables 3,392 12,002 Cash and cash equivalents 114,624 58,185 Total assets 442,085 208,699 ↑ 111.8% Current liabilities 8,998 5,876 Non-current liabilities 68,926 1,151 Total liabilities 77,924 7,027 Net assets 364,161 201,672 ↑ 80.6% IFRS Net asset value per share 103.65p 100.84p ↑ 2.8% EPRA Net asset value per share 103.65p 100.84p ↑ 2.8%

IFRS Valuation (£m) IFRS NAV per share (p)

TOTAL RETURN 7.5%

Total 12-month NAV Return including dividends paid of 4.75p during 2018

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Movement in Net Asset Value per share in the 12 month period to 31 December 2018

Net Asset Value Bridge

100.84p 103.65p

+2.27p +6.10p

  • 4.75p
  • 0.81p¹

96 98 100 102 104 106 108 110 Opening NAV EPRA EPS Fair Value Adjustment on Investment Property Dividends Paid Adjustment for New Equity Issues Closing NAV

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1 January 2018 31 December 2018

As a result of two share issues during the year the NAV Bridge shows a minor adjustment of 0.81p per share representing the different number of shares in issue throughout the year ¹

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£302.6m £323.5m £343.7m £280m £290m £300m £310m £320m £330m £340m £350m Total Invested IFRS Valuation Portfolio Premium Valuation

Acquisitions in the portfolio to date of £302.6 million¹ which have been valued by JLL for the period to 31 December 2018:

  • IFRS property valuation: Independently valued at £323.5 million², an uplift of 6.9% against total invested funds of £302.6 million.
  • Portfolio premium valuation: Independently valued at £343.7 million³, reflecting a portfolio premium of 6.2% or a £20.2 million uplift against the

IFRS valuation. The portfolio valuation assumes a single sale of the SPVs to a third-party on an arm’s length basis.

Property Valuation as at 31 December 2018

¹ Including acquisition costs ² Blended IFRS yield of 5.25% including assumed purchasers costs of 6.12% ³ Portfolio yield of 5.12% including assumed purchaser’s costs of 2.30%

Valuation used for NAV calculation

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  • Leverage is used on a conservative basis (consistent with the investment policy) to drive investment returns
  • Secured two debt facilities;

– MetLife: £68.5 million long-dated, fixed rate loan facility – Lloyds: £70 million floating rate revolving credit facility

  • SOHO was fully compliant with all covenants
  • Current LTV of 15.5% based on drawn funds as at 31 December 2018

Debt Overview as at 31 December 2018

Loan Notes RCF Lender MetLife (Tranche A) MetLife (Tranche B) Lloyds Security Secured against a portfolio of assets approximately worth £177 million² Secured against a portfolio of assets in the region of £175 million¹ Facility Size £41.5 million £27.0 million £70.0 million Drawn Fully drawn Fully drawn Undrawn Term 10 years 15 years 4 years Cost 2.924% all-in 3.215% all-in LIBOR + 1.85%

Debt Financing

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¹ When fully drawn and revalued in line with the provisions of the facility agreement ² As per the JLL valuation on an IFRS basis at 31 December 2018

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Outlook

Cornmill House, Leeds

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2019 Outlook

Demand continues to outweigh supply The pipeline for 2019 remains strong with an aggregate value of over £400m Increased regulatory scrutiny to continue to strengthen as the sector grows and matures Demand continues to outweigh supply Continued opportunity in forward funded developments Strong identified pipeline of assets that meet our investment criteria Target dividend of 5.095p per share for 2019 We expect to dividends to be substantially covered by earnings by the end of 2019

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Appendix

Shirebrook, Derbyshire

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Lease Dynamics

16

Approved Providers

62

Care Providers

109

Local Authorities

Vulnerable People with Care Needs

  • The majority of tenants have long-term disabilities and/or mental health issues
  • The responsibility for provision of care lies with the Local Authority and the Care Provider
  • Local authorities play a pivotal role determining where those in greatest need will be housed
  • Approved Providers are typically in receipt of direct payment from local government

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ISOBEL GUNN-BROWN JUSTIN HUBBLE MICHAEL BAYER MAX SHENKMAN

7 STAFF 9 STAFF 1 STAFF

COMPLIANCE LEGAL FUND MANAGEMENT SERVICES INVESTMENT

1 STAFF

JAMES CRANMER

Co-Managing Partner

BEN BEATON

Co-Managing Partner

105 STAFF 22 INVOLVED WITH SOHO

Triple Point: Infrastructure

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Team Overview Triple Point: Team Overview

Multi-disciplined management team combine in house expertise with a wide network

  • f trusted external specialists

BEN BEATON

Managing Partner

JAMES CRANMER

Managing Partner

MAX SHENKMAN

Partner & Head of Investment

ISOBEL GUNN- BROWN

Partner & REIT CFO

JUSTIN HUBBLE

Partner & General Counsel

MIKE BAYER

Partner & Head of Compliance

RALPH WEICHELT

Investment Director

FREDDIE COWPER- COLES

Investment Manager

ALI PRECIOUS

Investment Manager

GREGORY BANNER

Senior Analyst

VANESSA TYLER

Senior Analyst

EMMA BUCKLEY

Analyst

ALEXANDER EMSLIE

Analyst

MARTIN LETRILLIART

Analyst

THOMAS PARISH

Data Room Administrator

LUKE CHESHIRE

Company Secretary

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Team Overview Triple Point: Team Overview

Multi-disciplined management team combine in house expertise with a wide network

  • f trusted external specialists

ANDY COMBER

Fund Management Services

JACINTA KELLY

Fund Management Services

NICK SHAVE

Fund Management Services

ZAINAB FAGGE

Fund Management Services

RENITA KAMYA

Fund Management Services

GEORGINA PYM

Fund Management Services

JODY SCHOFIELD

Fund Management Services

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Triple Point: Board

Chris Phillips, Chairman (68)

Skills and experience Extensive experience of real estate and listed companies. Of note, Chris’ role at Colliers where, after heading its residential consultancy business, he became the first Managing Director of Colliers Capital UK Limited (Colliers commercial real estate property fund), from 1998 to 2005.

Ian Reeves CBE, Senior Independent Director (73)

Skills and experience Ian is senior partner and co-founder of Synaps Partners LLP. He is visiting Professor

  • f infrastructure investment and construction at The Alliance Manchester Business

School, chairman of GCP Infrastructure Investments Limited and Chairman of The Estates and Infrastructure Exchange (EIX). Ian was founder and Chairman of High-Point Rendel Group a pioneering management and engineering consultancy company with a global network of

  • ffices. He has been president and CEO of Cleveland Bridge, Chairman of McGee

Group, Chairman of Constructing Excellence and Chairman of the London regional council of the CBI. Ian was awarded his CBE in 2003 for services to business and charity.

Paul Oliver, Non-executive Director (63)

Skills and experience Paul has over 35 years’ experience in real estate development and investment management, and has been at the forefront of the establishment of property funds since 1991 launching Teesland plc on the LSE and building funds under management to €6.5 billion in 2007.

Peter Coward, Non-executive Director (62)

Skills and experience Peter is a chartered accountant with international commercial and corporate finance experience. He has over 25 years’ experience as a Senior Tax Partner at PricewaterhouseCoopers specialising in property, and has worked with a wide range of firms to develop a knowledge and understanding of tax regimes worldwide and of organisational and project structuring to optimise the tax position.

Tracey Fletcher-Ray, Non-executive Director (54)

Skills and experience Considerable expertise as an executive and non-executive in the care and support

  • sectors. Tracey spent nearly two years as Managing Director at Berendsen PLC,

where she was in charge of developing the company’s healthcare business, strategy and growth and eight years at Bupa UK, holding Managing Director roles in the Care Home business which involved contracting with and providing services on behalf of local authorities and the NHS, and Bupa Health Clinics, operating as a member of the Bupa UK Board. Left to Right: Paul Oliver, Peter Coward, Tracey Fletcher-Ray, Chris Phillips and Ian Reeves CBE

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SLIDE 31

This presentation, including any oral presentation, any question or answer session and any written or oral material discussed or distributed during the presentation meeting (together, "this presentation") is for general information only regarding Triple Point Social Housing REIT plc (the "Company''). It is of a confidential nature and all information disclosed herein should be treated accordingly. Making this presentation available in no circumstances whatsoever constitutes an invitation or offer to any person to underwrite, subscribe for or otherwise acquire any shares in the Company (the "Shares") or advice to persons to do so or implies the existence of a commitment or contract by or with the Company or Triple Point Investment Management LLP (together with the Company, "Triple Point") or any of Triple Point's affiliated entities, or their respective subsidiaries, directors, partners, officers, representatives , employees, advisers or agents, ("Affiliates") for any purpose. This presentation may not be disclosed, taken away, reproduced, recorded, redistributed, transmitted, copied or passed on, directly or indirectly to any other person

  • r published or used in whole or in part, for any purpose. No copy of this presentation will be left behind after the meeting.

This presentation is an advertisement and does not constitute a prospectus or offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any decision and should not be considered as a recommendation that any investor should subscribe for

  • r purchase any securities. Investors should only subscribe for or purchase the Shares on the basis of the information contained in the prospectus published by the Company (the "Prospectus") and not in reliance on this presentation. The Prospectus is available, subject to applicable law,

free of charge to eligible persons from the Company's registered office and on the Company's website (https://www.triplepointreit.com). No offering or sale of the Shares has been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and such Shares may only be offered or sold in reliance on an exemption from the registration requirements of the U.S. Securities Act. Moreover, the Company is not, and will not be, registered as an investment company under, and its securities are not subject to the protections of, the Investment Company Act of 1940, as amended (the "U.S. Investment Company Act"). As such, in the United States, this presentation is directed only at persons who are "qualified institutional buyers" ("QIBs"), as defined in Rule144A under the U.S. Securities Act, who are also "qualified purchasers" ("QPs"), as defined in section 2(a)(51) of the U.S. Investment Company Act, and the related rules thereunder. The distribution of this presentation in certain jurisdictions, including the United States, may be restricted or prohibited, and accordingly it is the responsibility of any person into whose possession this presentation comes to inform themselves about and observe such restrictions. None of the Company, Triple Point or any other person accepts liability to any person in relation thereto. This presentation is intended for distribution: (A) in the United Kingdom only to persons who (i) have professional experience in matters relating to investments who fall within the definition

  • f "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "FPO") or, high net worth companies, unincorporated associations or partnerships or trustees of high value trusts as described in Article 49(2)
  • f the FPO and investment personnel of any of the foregoing (each within the meaning of the FPO) and (ii) are "qualified investors", as defined in section 86 of the Financial Services and Markets Act 2000; (B) in member states of the European Economic Area ("EEA") other than the UK
  • nly to "qualified investors"; (C) outside the United States to non-US persons (as defined in the U.S. Securities Act); (D) in the United States to persons reasonably believed to be QIBs and who are also QPs; and (E) otherwise, only to persons to whom it may be lawful to communicate it

(each such person in (A) to (E) above being a "Relevant Person"). This presentation and any offer if made subsequently is directed only at persons in member states of the EEA who are qualified investors ("Qualified Investors") within the meaning of Article 2(1)(e) of Directive 2003171/ EC, as amended (including by Directive 2010173/EU, to the extent implemented in the relevant member state) (the "Prospectus Directive"). Any person in the EEA who acquires the Shares in any offer or to whom any offer of the Shares is made will be deemed to have represented and agreed that it is a Qualified Investor. Any investor will also be deemed to have represented and agreed that any Shares acquired by it in the offer have not been acquired on behalf of persons in the EEA other than Qualified Investors or persons in the UK and other member states (where equivalent legislation exists) for whom the investor has authority to make decisions on a wholly discretionary basis, nor have the Shares been acquired with a view to their resale in the EEA to persons where this would result in a requirement for publication by the Company, Triple Point or any other manager of a Prospectus pursuant to Article 3 of the Prospectus Directive. The Company is an alternative investment fund for the purposes of the Alternative Investment Fund Managers Directive 2011/61/EU ("AIFMD"). Langham Hall Fund Management LLP has been appointed as the Company’s alternative investment fund manager (the "AIFM"). The AIFM has notified the UK Financial Conduct Authority for the purpose of marketing the Shares in the United Kingdom pursuant to AIFMD. By accepting this presentation and not immediately returning it you warrant, represent, acknowledge and agree to and with Triple Point, that (i) you are either: (a) outside the United States, not a US person, a Relevant Person and a Qualified Investor (if in a member state of the EEA); or (b) a QIB and a QP; (ii) you have read, agree to and will comply with the contents of this disclaimer, you will keep the information in this presentation and any accompanying document confidential and information about Triple Point confidential, and will not reproduce or distribute, in whole or in part (directly or indirectly) any such information, until such information has been made publicly available and will take all reasonable steps to preserve such confidentiality; and (iii) you are permitted in accordance with applicable laws, to receive such information. The investments that this presentation contemplates are available only to Relevant Persons and any person who is not a Relevant Person or who does not have professional experience in matters relating to investments should not act or rely on this presentation. This presentation does not purport to be all inclusive, or to contain all the information that you may need and speaks only as of the date hereof. There is no obligation of any kind on Triple Point or their Affiliates to update this presentation. No representation or warranty, express or implied, is or will be made in relation to, and no responsibility or liability is or will be accepted by Triple Point or their respective Affiliates as to, or in relation to, the accuracy, reliability, or completeness of any information contained in this presentation and Triple Point (for themselves and on behalf of their Affiliates) hereby expressly disclaim any and all responsibility or liability (other than in respect of a fraudulent misrepresentation) for the accuracy, reliability and completeness of such information or for loss howsoever arising, directly or indirectly, from any use of such information or otherwise arising in connection therewith. In addition, no duty of care or otherwise is owed for any loss, cost or damage suffered or incurred as a result of the reliance on such information or otherwise arising in connection with this presentation. This presentation may contain forward-looking statements that may or may not prove accurate. For example, statements regarding expected revenue growth and trading margins, dividends, investment returns, market trends and future investments are forward-looking statements. Phrases such as "aim", "plan", "intend", "anticipate", "well-placed", "believe", "estimate", "expect", "target", "consider" and similar expressions are generally intended to identify forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from what is expressed or implied by the statements. Any forward-looking statement is based on information available to Triple Point as of the date of this Presentation. All written or oral forward-looking statements attributable to Triple Point are qualified by this caution. The Company does not undertake any obligation to update or revise any forward-looking statement to reflect any change in circumstances or in the Company's expectations. Accordingly, all projections, estimations, forecasts, budgets and the like in this presentation are illustrative exercises involving significant elements of judgement and analysis and using the assumptions described herein, which assumptions, judgements and analyses may or may not prove to be correct. The actual outcome may be materially affected by changes in e.g. economic and/or other circumstances. Therefore, in particular, but without prejudice to the generality of the foregoing, no representation or warranty is given as to the achievability or reasonableness or any projection of the future, budgets, forecasts, management targets or estimates, prospects or returns. You should not do anything (including entry into any transaction of any kind) or forebear to do anything on the basis of this presentation. Before entering into any arrangement, commitment or transaction you should take steps to ensure that you understand the transaction and have made an independent assessment of the appropriateness of the transaction in light of your own objectives and circumstances, including the possible risks and benefits of entering into such a transaction. Potential investors should be aware that any investment in the Company is speculative, involves a high degree of risk, and could result in the loss of all or substantially all of their investment. By accepting this presentation, you acknowledge that you will be solely responsible for your own assessment of the Company, the market and market position of the Company and that you will conduct your own analysis and be solely responsible for forming your own view of the potential future performance of the Company and its business. The past business and financial performance of the Company is not to be relied on as an indication of its future performance. Results can be positively or negatively affected by market conditions beyond the control of the Company, Triple Point or any other person. There is no guarantee that any returns set out in this presentation can be achieved or can be continued if achieved. There may be other additional risks, uncertainties and factors that could cause the returns generated by the Company to be materially lower than the returns set out in this presentation.

Important Information

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