PUBLICATION OF PROSPECTUS AND CIRCULAR

RNS Number : 7284L

Tritax Big Box REIT plc

08 July 2014

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, ANY OFFER FOR SALE OR SUBSCRIPTION OF, OR SOLICITATION OF ANY OFFER TO BUY OR SUBSCRIBE FOR, ANY SHARES IN THE COMPANY OR SECURITIES IN ANY OTHER ENTITY, IN ANY JURISDICTION, INCLUDING THE UNITED STATES, 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 OR INVESTMENT DECISION WHATSOEVER, IN ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT CONSTITUTE A RECOMMENDATION REGARDING ANY SECURITIES. ANY INVESTMENT DECISION MUST BE MADE EXCLUSIVELY ON THE BASIS OF THE PROSPECTUS PUBLISHED BY THE COMPANY.

 8 July 2014

TRITAX BIG BOX REIT PLC

(the "Company")

PUBLICATION OF PROSPECTUS AND CIRCULAR

The Board of Directors (the "Board") of Tritax Big Box REIT plc (ticker: BBOX) announces the publication of a prospectus today (the "Prospectus") in relation to: an issue of up to 145,631,068 new Ordinary Shares through a Placing, Open Offer and Offer for Subscription at a price of £1.03 per Ordinary Share (the "Issue Price") to raise up to £150 million (the "Issue"); the proposed future issue of up to 350 million new Ordinary Shares through the Share Issuance Programme; and the proposed admission of the Company's issued and to be issued ordinary share capital to the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the main market for listed securities of the London Stock Exchange (together "Admission"). The new Ordinary Shares will also initially be admitted to the Official List of the Channel Islands Securities Exchange Authority Limited ("CISEA").

The Company has successfully invested the proceeds of its initial £200 million fundraise and its subsequent £20.8 million placing in a portfolio of six Big Box assets let to Institutional-Grade Tenants, in line with the Company's investment policy. The Board and the Manager believe that there is a strong pipeline of suitable new investment opportunities and the Company is in detailed discussions in relation to the potential acquisition of a number of additional Big Box assets.

The Board believes that the Issue and the Share Issuance Programme have the following principal benefits for Shareholders:

·           the net proceeds of the Issue and Share Issuance Programme will be used to invest further in UK Big Box assets, diversifying the Company's Portfolio, providing strategic flexibility and capitalising on the Company's leading position in the UK Big Box market;

·           the Issue and the Share Issuance Programme will allow the Company to tailor future equity issuance to its immediate pipeline, providing flexibility and minimising cash drag;

·           the Open Offer provides Qualifying Shareholders with the ability to acquire Ordinary Shares at a discount to the mid-market price per Ordinary Share as at 7 July 2014 and without incurring stamp duty or dealing costs;

·           the Issue is expected to be Net Asset Value accretive for Existing Shareholders (net of fees and expenses associated with the Issue);

·           an increase in the size of the Company should enhance the marketability of the Company and result in a broader investor base over the longer term; and

·           an increase in the size of the Company will spread its fixed operating expenses over a larger issued share capital.

The Directors are confident that sufficient suitable assets will be identified, assessed and acquired, to substantially invest or commit the net proceeds from the Issue within a three to four month period following Admission.

Issue Highlights

·      Placing, Open Offer and Offer for Subscription at a price of 103 pence per Ordinary Share to raise Gross Proceeds of up to £150 million (up to £147 million net of fees and expenses associated with the Issue being 2 per cent. of Gross Proceeds).

·      Up to 97,768,888 Ordinary Shares will be made available to Qualifying Shareholders at the Issue Price pro rata to their holdings of Existing Shares, on the terms and subject to the conditions of the Open Offer, on the basis of 4 new Ordinary Shares for every 9 Existing Shares held and registered in the name of each Qualifying Shareholder on the Record Date.

·      Qualifying Shareholders who take up all of their Open Offer Entitlements may also apply under the Excess Application Facility for additional Ordinary Shares in excess of their Open Offer Entitlement. Applications under the Excess Application Facility will be allocated, in the event of over-subscription, pro rata to Qualifying Shareholders' applications under the Excess Application Facility.

·      In addition, a minimum of 47,862,180 Ordinary Shares have been reserved for the Offer for Subscription and the Placing. This will grow to the extent that Qualifying Shareholders do not take up their entitlements under the Open Offer (or apply through the Excess Application Facility).

·      The Issue Price reflects a 1.8 per cent. discount to the closing mid-market price of 104.88 pence per Ordinary Share on 7 July 2014.

Net Asset Value Update

The Company has today published an audited Net Asset Value per Ordinary Share as at 31 May 2014 of 104.5 pence. The Company has also today published an unaudited Net Asset Value per Ordinary Share as at 30 June 2014 of 101.85 pence, prior to adjusting for the first interim dividend declared today by the Company of 1.85 pence per Ordinary Share. The reduction in Net Asset Value per Ordinary Share between 31 May 2014 and 30 June 2014 relates to the acquisition costs incurred on the acquisition of Next Big Box and Morrisons Big Box in June 2014.

Dividends

The Company's stated intention is to pay dividends on a half-yearly basis. The first interim dividend of 1.85 pence per Ordinary Share was declared today in relation to the period from the IPO to 30 June 2014 with a record date of 18 July 2014. After careful consideration, the Directors have decided not to offer a scrip alternative in connection with the first interim dividend, which will be payable on or around 8 August 2014. For the avoidance of doubt, Ordinary Shares subscribed pursuant to the Issue will not rank for the first interim dividend.

The Board is targeting an initial annual dividend yield (on a fully invested and geared basis) of 6 per cent. by reference to the IPO issue price of 100 pence¹. The Company will seek to grow the dividend over the medium term as rent reviews are triggered on the Portfolio. Over a five year period, the Directors expect that the dividend will grow at a rate reflecting CPI/RPI due to the upward only rent reviews typically contained in the leases of existing and target assets.

The Company is currently targeting a dividend of at least 2.3 pence per Ordinary Share for the six months ending 31 December 2014¹. In arriving at this figure, the Directors have assumed that the Issue is fully subscribed and the net proceeds are invested on a straight line basis over a four month period following Admission, with suitable assets being acquired with similar return and gearing parameters as for the existing Portfolio.

Admission to the Official List

As stated at the time of the Company's IPO, the Directors' objective has been to move the Company to the Official List of the FCA as soon as practicable, inter alia, once it had met the applicable listing criteria. The Company is, therefore, seeking to move the trading of its entire issued and to be issued share capital from the Specialist Fund Market and the Official List of the CISEA to the Main Market of the London Stock Exchange and to list on the Official List of the FCA.  The Directors believe that such a move is in the best interests of the Company and Shareholders as a whole.

A key benefit of the move to the Official List is that the Company will become eligible for inclusion in both the FTSE EPRA/NAREIT index series and the FTSE UK index series which is expected to make the Company's shares more attractive to a broader range of institutional investors.

The Company has provided notice to Shareholders of the intended cancellation of its listing on the Official List of the CISEA in accordance with Rule 3.5.9 of the CISEA Listing Rules. The CISEA De-Listing is conditional upon Admission.

Alternative Investment Fund Manager ("AIFM")

The Company's manager, Tritax Management LLP (the "Manager"), became authorised by the FCA as an Alternative Investment Fund Manager on 1 July 2014. 

Circular

The Company has also posted the Circular to Shareholders, today (the "Circular"), convening the General Meeting at which the Directors are seeking authority to, inter alia: (i) issue and allot Ordinary Shares in respect of the Issue; and (ii) issue and allot Ordinary Shares in respect of the Share Issuance Programme.

Note:

¹The target dividend yield and dividend are targets only and not profit forecasts. There can be no assurance that these targets will be met and they should not be taken as an indication of the Company's expected or actual future results. Potential investors should not place any reliance on these targets and any investment decision should be made exclusively on the basis of the Prospectus.

Indicative Timetable

The Open Offer
Record Date for entitlements under the Open Offer	5.00 p.m. on 4 July 2014
Open Offer Application Forms despatched to Qualifying Non-CREST Shareholders	8 July 2014
Ex-entitlement date for the Open Offer	9 July 2014
Open Offer Entitlements credited to stock accounts in CREST of Qualifying CREST Shareholders	9 July 2014
Recommended latest time for requesting withdrawal of Open Offer Entitlements from CREST (i.e. if your Open Offer Entitlements are in CREST and you wish to convert them to certificated form)	4.30 p.m. on 17 July 2014
Latest time and date for depositing Open Offer Entitlements into CREST	3.00 p.m. on 18 July 2014
Latest time and date for splitting of Open Offer Application Forms (to satisfy bona fide market claims only)	3.00 p.m. on 21 July 2014
Latest time and date for receipt of completed Open Offer Application Forms and payment in full under the Open Offer or settlement of relevant CREST instructions (as appropriate)	11.00 a.m. on 23 July 2014
The Placing and Offer for Subscription
Placing and Offer for Subscription opens	8 July 2014
Latest time and date for receipt of completed Offer for Subscription Application Forms and payment in full under the Offer of Subscription	11.00 a.m. on 24 July 2014
Latest time and date for receipt of placing commitments under the Placing	3.00 p.m. on 24 July 2014
Other key dates
General Meeting	10.00 a.m. on 25 July 2014
Announcement of the results of the Issue	25 July 2014
Admission of the Ordinary Shares to the Official List and to trading on the London Stock Exchange's main market for listed securities	8.00 a.m. on 30 July 2014
Crediting of CREST stock accounts	30 July 2014
Share certificates despatched (where appropriate)	week commencing 4 August 2014 (or as soon as possible thereafter)
CISEA De-Listing	5 August 2014

The dates and times specified in this announcement are subject to change without further notice. All references to times in this announcement are to London time unless otherwise stated. In particular, the Board may, with the prior approval of the Manager and the Joint Financial Advisers, bring forward or postpone the closing time and date for the Issue. In the event that such date is changed, the Company will notify investors who have applied for Ordinary Shares of changes to the timetable either by post, by electronic mail or by the publication of a notice through a Regulatory Information Service.

Dealing codes

Ticker	BBOX
ISIN for the Ordinary Shares	GB00BG49KP99
SEDOL for the Ordinary Shares	BG49KP9
ISIN for the Open Offer Entitlements of Ordinary Shares	GB00BNK01966
SEDOL for the Open Offer Entitlements of Ordinary Shares	BNK0196
ISIN for the Excess CREST Open Offer Entitlements of Ordinary Shares	GB00BNK01B84
SEDOL for the Excess CREST Open Offer Entitlements of Ordinary Shares	BNK01B8

Further details of the Issue, the Share Issuance Programme and Admission are set out in the Prospectus, which, together with the Circular, will be available today on the Company's website at www.tritaxbigboxreitplc.co.uk and can be inspected at the offices of Taylor Wessing LLP, 5 New Street Square, London EC4A 3TW.

Copies of the Prospectus and the Circular will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM.

Any defined terms used in this announcement are as set out in the Prospectus and/or the Circular.

For further information, please contact:

Tritax Group Colin Godfrey (Partner, Fund Manager)	via Newgate Communications
Newgate Communications (Financial PR) James Benjamin Clotilde Gros Georgia Lewis	Tel: [phone] Email: [e-mail]
Jefferies International Limited (Sponsor, Joint Financial Adviser and Sole Global Coordinator and Bookrunner) Gary Gould Stuart Klein Alex Collins	Tel: [phone]
Akur Limited (Joint Financial Adviser) Anthony Richardson Tom Frost Siobhan Sergeant	Tel: [phone]

NOTES:

Tritax Big Box REIT plc is a real estate investment trust to which Part 12 of the UK Corporation Tax Act 2010 applies ("REIT"). The Company invests in a portfolio of well-located, modern "Big Box" assets, typically greater than 500,000 sq. ft., let to institutional-grade tenants on long-term leases (typically at least 12 years in length) with upward-only rent reviews (giving inflation linked earnings growth), and with geographic and tenant diversification throughout the UK. The Company seeks to exploit the significant opportunity in this sub-sector of the UK logistics market owing to strong tenant demand in high growth areas of the economy and limited stock supply. The Company is the first listed vehicle to give pure exposure to the "Big Box" asset class in the UK.

Further information on Tritax Big Box REIT is available at www.tritaxbigboxreitplc.co.uk 

IMPORTANT NOTICE

This announcement is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, South Africa, New Zealand or Japan. 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.

This announcement does not contain or constitute an offer for sale of, or the solicitation of an offer or an invitation to buy or subscribe for, Shares to any person in the United States, Australia, Canada, South Africa, New Zealand or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

The Company will not be registered under the US Investment Company Act of 1940, as amended. In addition, the Shares referred to herein have not been and will not be registered under the US 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 in the United States or to or for the account or benefit of US persons absent registration or an exemption from the registration requirements of the Securities Act and in compliance with any applicable State securities laws. There will be no public offer of the Shares in the United States, Australia, Canada, South Africa, New Zealand or Japan.

The offer and sale of Shares referred to herein has not been and will not be registered under the applicable securities laws of any state, province or territory of Australia, Canada, South Africa, New Zealand or Japan. Subject to certain exceptions, the Shares referred to herein may not be offered or sold in Australia, Canada, South Africa, New Zealand or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, South Africa, New Zealand or Japan.

This announcement has not been approved or authorised by the Guernsey Financial Services Commission for circulation in Guernsey, and may not be distributed or circulated directly or indirectly to any persons in the Bailiwick of Guernsey other than (i) by a person licensed to do so under the terms of the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended, or (ii) to those persons regulated by the Guernsey Financial Services Commission as licensees under the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended, the Banking Supervision (Bailiwick of Guernsey) Law, 1994, the Insurance Business (Bailiwick of Guernsey) Law, 2002 or the Regulation of Fiduciaries, Administration Business and company Directors etc. (Bailiwick of Guernsey) Law, 2000.

In Jersey, this announcement (and the financial services to which it relates) has not been approved by and will not be submitted for approval to the Jersey Financial Services Commission (JFSC) for the purposes of public offering or sale in the Island of Jersey.

Jefferies is authorised and regulated by the Financial Conduct Authority. Akur is an appointed representative of Capital Markets Strategy Limited which is authorised and regulated by the Financial Conduct Authority. Each of Jefferies and Akur are acting exclusively for the Company and no-one else in connection with the Issue, the Share Issuance Programme and Admission.  They will not regard any other person as their respective clients in relation to the subject matter of this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the contents of this announcement or any transaction, arrangement or other matter referred to herein.

None of the Company, Tritax Management LLP (the "Manager"), Jefferies, Akur and 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, its subsidiaries 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 Company, the Manager, Jefferies, Akur 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.

 

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