Civitas won't respond to 2nd letter; ShadowFall has 1% short position

(Alliance News) - Civitas Social Housing PLC on Friday said it will not respond to a second ...

Alliance News 15 October, 2021 | 11:03AM
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(Alliance News) - Civitas Social Housing PLC on Friday said it will not respond to a second letter from a short-seller further than the market update that the social care housing and healthcare facilities investor published on Monday.

The market update was published in response to an open letter published in September by a short-seller that it didn't name, which Civitas said was issued "without any engagement" with its board.

Back in September, short-selling firm ShadowFall Capital & Research LLP wrote an open letter to Civitas - in which it claimed that investment funds it manages hold a short position of 0.8% - alleging transparency issues over acquisitions and leases.

On Wednesday, ShadowFall said the short position now is equivalent to 1.0% of Civitas shares. It welcomed the first response from Civitas, but said that response "suggests that the scale of, as Civitas puts it, 'affiliated party transactions' is greater than we had identified in our letter".

In its second open letter, ShadowFall said: "We believe there are high levels of risk within Civitas' business model and view the actions taken by management regarding lease transfers and incentives as an attempt to avoid the risk of lease re-negotiation."

Civitas's response on Monday had defended its business model while providing responses to the questions it recently had discussed with shareholders regarding the issues raised.

It set out last year's operational cash flow, the due process, oversight and governance undertaken by management, property purchases, and the various ways in which Civitas drives and supports rental income, among other things.

Civitas's also reaffirmed its full-year dividend target of 5.55 pence, which will comprise four interim payments of 1.3875p each, the first having already been declared.

"It is the board's belief that the letter is based on factual inaccuracies, incorrect assumptions, erroneous comments and assertions which are not grounded in fact," Civitas said at the time.

On Friday, Civitas said it does not intend to respond any further to the short-seller letter. It said that it holds regular meetings with shareholders and a professional dialogue with the Regulator of Social Housing, a UK government watchdog for the sector.

Last month, a special resolution at the Civitas annual general meeting failed to garner sufficient shareholder support.

The proposal, a special resolution seeking authority to allot shares up to 10% of issued share capital, saw 27% of votes cast against it. As it was a special resolution, it needed support of at least three-quarters of the votes cast.

This added to a fall in the Civitas share price, which prompted the company to buy back shares "as an enhancement to shareholder value", it had said on Monday this week.

Civitas shares were trading 0.3% higher at 88.00 pence in London on Friday. However, the stock is down 27% over the past two months.

By Josie O'Brien; josieobrien@alliancenews.com

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