Result of Issue and Tap Issue

RNS Number : 8898O

Tritax Big Box REIT plc

12 February 2016

 

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

THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, AN OFFER FOR SALE OR SUBSCRIPTION OF, OR SOLICITATION OF ANY OFFER TO BUY OR SUBSCRIBE FOR, ANY ORDINARY SHARES IN THE COMPANY, 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.

12 February 2016

TRITAX BIG BOX REIT PLC

(the "Company")

RESULT OF PLACING, OPEN OFFER AND OFFER FOR SUBSCRIPTION AND FURTHER TAP ISSUE

The Board of Directors (the "Directors") of Tritax Big Box REIT plc (ticker: BBOX) is pleased to announce the results of the Placing, Open Offer and Offer for Subscription of Ordinary Shares (the "Issue").

Investor demand for the Issue has significantly exceeded the targeted size of £100 million and the maximum size of £150 million. The Board, after careful consideration with the Manager and in consultation with its Joint Financial Advisers, has determined to utilise part of its annual pre-emption disapplication authority to satisfy £50 million of the excess demand on equivalent terms to the Placing (the "Tap Issue").

In taking this decision, the Board has taken into account the strength of the Manager's near term investment pipeline and the Company's stated dividend target for 2016.  Accordingly, the total size of the Issue when aggregated with the Tap Issue will be £200 million, which is significantly lower than the total overall demand for the Issue.

A total of 161,290,323 Ordinary Shares will be issued at a price of 124 pence per Ordinary Share (the "Issue Price"), of which 53,513,170 Ordinary Shares will be issued pursuant to the Open Offer, 7,435,906 Ordinary Shares will be issued pursuant to the Offer for Subscription, 60,018,666 Ordinary Shares will be issued under the Placing and 40,322,581 Ordinary Shares will be issued under the Tap Issue. 

All valid applications under the Open Offer (including Excess Applications) have been met in full. A scaling back exercise has been undertaken with respect to applications received pursuant to the Placing and the Offer for Subscription.

The net proceeds of the Issue will be used by the Company to acquire further investments. In this regard, the Manager is engaged in detailed discussions with the owners of a number of attractive investment assets that meet the Company's investment criteria and are available for potential acquisition in the near term.

Commenting on today's announcement, Richard Jewson, non-executive chairman of the Company, said:

"We are delighted by the success of this fundraising against the backdrop of very difficult equity market conditions. On behalf of the Board and the Manager I would like to thank existing shareholders for their continued strong support and welcome a significant number of new investors."

Colin Godfrey, Partner of Tritax, commented:

"The Company has an attractive pipeline of investment opportunities which are expected to be value accretive to shareholders over the medium term. We look forward to building an increasingly diversified portfolio, generating income growth underpinned by a growing rental stream and a low cost base."

The Issue is conditional, amongst other things, upon the passing of the Resolutions at the General Meeting to be held today, Admission of the Ordinary Shares occurring no later than 8.00a.m. on 16 February 2016 (or such later time and/or date as the Company and Jefferies may agree) and the Placing Agreement not being terminated and becoming unconditional in accordance with its terms. If these conditions are not met, the Issue will not proceed and an announcement to that effect will be made via a Regulatory Information Service.

Jefferies International Limited ("Jefferies") and Akur Limited ("Akur") are acting as Joint Financial Advisers and Jefferies is acting as Sponsor, Sole Global Coordinator and Bookrunner in relation to the Issue and the Tap Issue.

Admission to the Official List

Application has been made for all of the new Ordinary Shares to be admitted to the premium listing segment of the Official List of the FCA and to be admitted to trading on the London Stock Exchange's main market for listed securities ("Admission"). It is expected that Admission will become effective, and that dealings in the new Ordinary Shares will commence, on 16 February 2016.

Total Voting Rights

Immediately following Admission, the Company's issued share capital will consist of 839,130,411 Ordinary Shares with voting rights. This figure may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.

Indicative Timetable

General Meeting	10.00 a.m. on 12 February 2016
Admission of the new 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 16 February 2016
Crediting of CREST stock accounts	16 February 2016

Share certificates despatched (where appropriate)

week commencing 29 February 2016 (or as soon as possible thereafter)

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.

Dealing codes

Ticker	BBOX
ISIN for the Ordinary Shares	GB00BG49KP99
SEDOL for the Ordinary Shares	BG49KP9

For further information, please contact:

Tritax Group Colin Godfrey (Partner, Fund Manager)	via Newgate
Newgate (PR Adviser) James Benjamin Alex Shilov Lydia Thompson	Tel: [phone] Email: [e-mail]
Jefferies International Limited (Sponsor, Joint Financial Adviser and Sole Global Coordinator and Bookrunner) Gary Gould Stuart Klein David Watkins	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 only 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.tritaxbigbox.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 or to US persons. 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, New 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 has not been and will not be registered under the US Investment Company Act of 1940, as amended (the "Investment Company Act"). In addition, the New Shares 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 and in circumstances that will not require registration of the Company under the Investment Company Act. There will be no public offer of the New Shares in the United States.

The offer and sale of New Shares 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 New Shares 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.

Each of Jefferies and Akur is authorised and regulated by the Financial Conduct Authority andis acting exclusively for the Company and no-one else in connection with the Issue 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, 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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