Results of Equity Issue
Summary by AI BETAClose X
THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, 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 OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
6 August 2026
TRITAX BIG BOX REIT PLC
Results of equity issue
Tritax Big Box REIT plc (the "Company" and, together with its subsidiaries, the "Group") is pleased to announce that it has successfully raised gross proceeds of approximately £350 million of new Ordinary Shares of £0.01 each in the capital of the Company (the "New Ordinary Shares") (the "Equity Issue"), pursuant to the terms and conditions set out in the Company's launch announcement released yesterday (the "Launch Announcement"). The Company intends to use the net proceeds of the Equity Issue to unlock its enlarged pipeline of data centre development opportunities.
Colin Godfrey, Chief Executive Officer of the Company, said:
"We are delighted by the strong support received for the £350 million Equity Issue, which provides the early stage and longer-term funding to unlock our enlarged data centre development pipeline and is expected to be materially accretive to both EPRA earnings and NTA per share in the medium term. We would like to thank existing shareholders and new investors for their support and look forward to delivering best in class, compounding shareholder returns underpinned by our three growth drivers."
A total of 206,198,116 New Ordinary Shares in the capital of the Company (the "Placing Shares") have been placed with existing institutional shareholders and other investors (the "Placing") by Jefferies International Limited ("Jefferies"), J.P. Morgan Securities plc, which conducts its UK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove" and together the "Joint Global Coordinators"), and Banco Santander, S.A. ("Santander", and together with the Joint Global Coordinators, the "Joint Bookrunners") at a price of 164 pence per Placing Share (the "Placing Price"). Akur Limited ("Akur") is acting as Financial Adviser to the Company (the "Financial Adviser"). Jefferies and J.P. Morgan Cazenove are also the Company's Corporate Brokers.
Concurrently with the Placing, eligible retail investors have subscribed in the offer made by the Company via RetailBook for a total of 6,445,323 New Ordinary Shares (the "Retail Offer Shares") at the Placing Price (the "Retail Offer").
In addition, all the directors and certain of the PDMRs of the Company (or their PCAs) have subscribed for an aggregate of 771,195 New Ordinary Shares (the "Subscription Shares") at the Placing Price (the "Subscription").
The Placing, Retail Offer and Subscription in aggregate comprised 213,414,634 New Ordinary Shares, raising gross proceeds of approximately £350 million for the Company and representing approximately 7.9 per cent of the existing issued ordinary share capital of the Company prior to the Equity Issue.
The Placing Price represents a discount of approximately 4.5 per cent. to the closing price of 171.7 pence on 5 August 2026, being the last practicable date prior to the date of this Announcement. The Placing Price also represents a discount of approximately 11.8 per cent. to the NTA per share of 185.9p as at 30 June 2026.
As per the Launch Announcement, Trot Holdings Limited, which held approximately 8.6% of the existing ordinary share capital of the Company prior to the Equity Issue, subscribed for approximately £30 million worth of Placing Shares as part of the Bookbuild (being its approximate pro rata share of the Placing). The Company has decided to allocate Trot Holdings Limited approximately £3 million worth of Placing Shares. This scale back provides new and existing high-quality investors further access to New Ordinary Shares. Trot Holdings Limited has also provided an irrevocable undertaking to vote in favour of the Resolution to be proposed at the General Meeting (as defined below).
The Equity Issue is being undertaken on a non-pre-emptive basis with a Placing Price at a discount to the Company's prevailing net asset value, and is therefore conditional upon, inter alia, the passing of a resolution (the "Resolution") to be proposed to shareholders at a general meeting of the Company (the "General Meeting") to be convened pursuant to a circular to be published in due course by the Company (the "Circular"). The General Meeting proposing the Resolution is expected on or around 24 August 2026. The Circular will, when published, be available on the Company's website https://www.tritaxbigbox.co.uk/investors/shareholder-information/.
An application will be made to London Stock Exchange plc ("LSE") for the New Ordinary Shares to be admitted to trading on the LSE's main market for listed securities ("Admission"). Subject to the passing of the Resolution, it is expected that Admission will become effective at 8.00 a.m. (BST) on or around 26 August 2026.
The Placing, Retail Offer and Subscription are conditional upon, amongst other things, Admission becoming effective and upon the placing agreement between the Company, the Manager, the Joint Bookrunners and Akur not being terminated in accordance with its terms. The New Ordinary Shares will rank pari passu with the existing Ordinary Shares (save for any dividends or other distributions declared, made or paid on the Ordinary Shares by reference to a record date prior to the allotment of the New Ordinary Shares). The New Ordinary Shares issued pursuant to the Equity Issue will carry the right to receive the quarterly dividend in respect of the period from 1 July 2026 to 30 September 2026 (2 pence per ordinary share expected); they will not carry the right to receive the quarterly dividend in respect of the period from 1 April 2026 to 30 June 2026 (2 pence per ordinary share declared yesterday).
The Company has undertaken that, between the date of the Placing Agreement and 90 days after the date of Admission, it will not, directly or indirectly, issue or allot ordinary shares, subject to customary exceptions or waiver by the Joint Global Coordinators.
For the purposes of the Disclosure Guidance and Transparency Rules, following Admission (expected to be on or around 26 August 2026), the total number of shares in issue in the Company will be 2,927,912,135 Ordinary Shares of £0.01 each. No Ordinary Shares are held by the Company in treasury and, therefore, following Admission, the total number of voting shares in the Company in issue will be 2,927,912,135. Following Admission, 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 Company under the Disclosure Guidance and Transparency Rules.
The New Ordinary Shares will trade under ISIN GB00BG49KP99.
Participation in the Subscription
All the directors and certain of the PDMRs of the Company (or their PCAs) have agreed to subscribe for Subscription Shares, at the Placing Price, as follows:
|
Name of Director |
Number of Subscription Shares |
|
Aubrey Adams |
30,000 |
|
Karen Whitworth |
10,000 |
|
Kirsty Wilman |
24,390 |
|
Richard Laing(1) |
8,000 |
|
Alastair Hughes |
9,146 |
|
Elizabeth Brown(1) |
3,049 |
|
Wu Gang |
6,098 |
|
Name of PDMR |
Number of Subscription Shares |
|
Colin Godfrey |
30,488 |
|
James Dunlop |
30,488 |
|
Henry Franklin |
24,390 |
|
Bjorn Hobart |
7,317 |
|
Petrina Porter |
3,049 |
|
Frankie Whitehead |
7,317 |
|
Ian Brown(1) |
91,463 |
|
Charlie Withers |
6,000 |
|
abrdn Holdings Limited(2) |
480,000 |
Note: (1) Subscription Shares to be acquired by a PCA of the Director/PDMR
(2) Abrdn Holdings Limited or affiliated entity
Pre-Emption Group Reporting
The Equity Issue is a non-pre-emptive issue of equity securities for cash and accordingly the Company makes the following post-transaction report in accordance with the most recently published Pre-Emption Group Statement of Principles (2022).
|
Name of issuer |
Tritax Big Box REIT plc |
|
Transaction details |
The Equity Issue of 213,414,634 New Ordinary Shares comprises the Placing to institutional investors, the Retail Offer to eligible UK retail investors via RetailBook and the Subscription by all the directors and certain of the PDMRs of the Company, and represents, in aggregate, approximately 7.9 per cent of the existing issued ordinary share capital of the Company prior to the Equity Issue. Settlement for the Placing Shares, Retail Offer Shares and Subscription Shares and Admission are expected to become effective at 8.00 a.m. (BST) on or around 26 August 2026, subject to the passing of the Resolution at the General Meeting on 24 August 2026. |
|
Use of proceeds |
The Equity Issue unlocks a data centre development pipeline with exceptional risk-adjusted returns: · The Manager has now secured a further 235MW of additional grid connection agreements, nearly doubling the Group's pipeline of secured power to 507MW, capable of enabling two new data centre schemes in the Greater London Availability Zone deliverable between 2030-2031. · The Company intends to use the net proceeds of the Equity Issue ("Net Proceeds") to provide the early stage and longer-term funding to unlock its enlarged pipeline of data centre development opportunities. · The Net Proceeds will also be used to enhance financial flexibility to pursue additional logistics acquisition and development opportunities and, with the UKCM disposal programme in its final stage, adopt a highly targeted approach to medium term capital recycling. |
|
Quantum of proceeds |
In aggregate, the Placing, Retail Offer and Subscription raised gross proceeds of approximately £350 million and net proceeds of approximately £343 million. |
|
Discount |
The Placing Price represents a discount of approximately 4.5 per cent. to the closing price of 171.7 pence on 5 August 2026, being the last practicable date prior to the date of this Announcement. |
|
Allocations |
Allocations were determined in consultation between the Company and the Joint Global Coordinators, and allocations were carried out in compliance with the applicable MiFID II allocation requirements. Where possible, soft pre-emption has been adhered to in the allocations process. Allocations made outside of soft pre-emption were preferentially directed towards existing shareholders in excess of their pro rata entitlements, and wall-crossed investors. |
|
Consultation |
Prior to launch of the Placing, the Joint Global Coordinators undertook a market sounding process, including with major shareholders, to the extent reasonably practicable and permitted by law. |
|
Retail investors |
The Equity Issue included the Retail Offer, for a total of 6,445,323 Retail Offer Shares, via the RetailBook platform.
Retail investors who participated in the Retail Offer were able to do so at the same Placing Price as all other investors participating in the Placing and the Subscription.
The Retail Offer was made available to existing shareholders and new investors in the UK. Investors were able to participate through RetailBook's partner network of retail brokers, wealth managers and investment platforms. As such, to the extent practicable on the transaction timetable, eligible UK retail investors (including certificated retail shareholders) had the opportunity to participate in the Retail Offer alongside institutional investors.
Allocations in the Retail Offer were preferentially directed towards existing shareholders in keeping with the principle of soft pre-emption. |
FOR FURTHER INFORMATION, PLEASE CONTACT:
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Tritax Big Box REIT Colin Godfrey (CEO) Frankie Whitehead (CFO) Ian Brown (Head of Corporate Strategy & IR) |
+44 (0) 20 8051 5060 |
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Jefferies (Joint Global Coordinator, Joint Bookrunner and Joint Corporate Broker) Stuart Klein Massimo Saletti Aditi Venkatram
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+44 (0) 20 7029 8000
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J.P. Morgan Cazenove (Joint Global Coordinator, Joint Bookrunner and Joint Corporate Broker) James A. Kelly Paul Pulze Jessica Murray
|
+44 (0) 20 7742 4000 |
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Akur Limited (Financial Adviser) Anthony Richardson Siobhan Sergeant
|
+44 (0) 20 7493 3631
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Kekst CNC (Communications Adviser) Guy Bates Lucy Besser |
+44 (0) 7581 056 415 +44 (0) 7779 873 440 |
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Important notices
This Announcement contains inside information and is issued on behalf of the Company by Hana Beard.
This Announcement is for information purposes only and is not intended to, and does not constitute, or form part of, any offer to sell or issue or any solicitation of an offer to purchase, subscribe for, or otherwise acquire, any securities in any jurisdiction.
The distribution of this Announcement, and the offering, placing and / or issue of the New Ordinary Shares, may be restricted or prohibited by law in certain jurisdictions, and accordingly it is the responsibility of any person into whose possession this Announcement comes to inform themselves about and observe such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. None of the Company, the Manager, the Joint Bookrunners, the Financial Adviser or any of their respective affiliates or agents accepts liability to any person in relation thereto. No action has been taken by the Company, the Manager, the Joint Bookrunners, the Financial Adviser or any their respective affiliates or agents which would permit an offer of the New Ordinary Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such New Ordinary Shares in any jurisdiction where action for that purpose is required. Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any such action.
This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by any of the Manager, the Joint Bookrunners, the Financial Adviser or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers. Each of the Manager, the Joint Bookrunners, the Financial Adviser and each of their respective affiliates accordingly disclaim, to the fullest extent permitted by applicable law, all and any liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this Announcement or any such statement.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, HONG KONG, 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 OR REGULATION. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.
This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in Canada, Australia, Hong Kong, Japan, New Zealand, the Republic of South Africa, or any other jurisdiction in which the same would be unlawful. No public offering of the securities referred to herein is being made in any such jurisdiction.
Nothing in this Announcement constitutes an offer of securities for sale in the United States. The securities referred to herein have not been and will not be registered under the US Securities Act 1933, as amended (the "Securities Act") or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold directly or indirectly in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or any other jurisdiction of the United States. Subject to certain limited exceptions, neither the Announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly, in or into the United States. Any failure to comply with the foregoing restrictions may constitute a violation of US securities laws. The securities of the Company have not been approved or disapproved by the United States Securities and Exchange Commission, any state securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of any proposed offering of the securities of the Company, or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. There will be no public offering of the securities referred to herein in the United States.
Prospective investors should take note that, unless the Company has consented to such acquisition in writing, the New Ordinary Shares may not be acquired by investors using assets of (i) (A) an "employee benefit plan" as defined in the US Employee Retirement Income Security Act of 1974, as amended ("ERISA") and that is subject to Part 4 of Subtitle B of Title I of ERISA, (B) a "plan" as defined in and subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the "Code"), including an individual requirement account or other arrangement that is subject to Section 4975 of the Code or (C) an entity which is deemed to hold the assets of any of the foregoing types of plans, accounts or arrangements that is subject to Title I of ERISA or Section 4975 of the Code (each of the foregoing, a "Benefit Plan Investor"), or (ii) (A) a governmental, church, non-US or other employee benefit plan that is not a Benefit Plan Investor which is subject to any federal, state, local or non-US law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the Code if the purchase, holding or disposition of the shares will result in a violation of applicable law and/or constitute a non-exempt prohibited transaction under Section 503 of the Code or any substantially similar law.
This Announcement is not a prospectus, offering memorandum or equivalent document and does not constitute a recommendation regarding the Company's securities. This Announcement does not purport to be all inclusive, or to contain all the information that you may need. Recipients of the Announcement should conduct their own investigation, evaluation and analysis of the business, data and property described in the Announcement. No representation or warranty, express or implied, is or will be made in relation to the accuracy, fairness or completeness of the information or opinions contained in this Announcement. Statements in this Announcement reflect the knowledge and information available at the time of its preparation.
The contents of the Announcement have not been examined or approved by the Financial Conduct Authority ("FCA") or London Stock Exchange plc, nor is it intended that the Announcement will be so examined or approved. The information and opinions contained in the Announcement are subject to updating, completion, revision, further verification and amendment in any way without liability or notice to any person and none of the Company, the Manager, the Joint Bookrunners, the Financial Adviser or their respective affiliates undertake any obligation to provide recipients with access to any additional information, to update any information or to correct any inaccuracies which may become apparent in the Announcement, other than any requirements that the Company may have under applicable law. The contents of this Announcement have not been independently verified and accordingly, no reliance may be placed for any purpose whatsoever on the information or opinions contained or expressed in the Announcement or on the completeness, accuracy or fairness of such information and opinions. No undertaking, representation or warranty or other assurance, express or implied, is made or given as to the accuracy, completeness or fairness of the information or opinions contained or expressed in the Announcement and, save in the case of fraud, no responsibility or liability is accepted by any person for any loss, cost or damage suffered or incurred as a result of the reliance on such information or opinions. In addition, no duty of care or otherwise is owed by any such person to recipients of the Announcement or any other person in relation to the Announcement, and the Manager, the Joint Bookrunners and the Financial Adviser, and their respective affiliates, accordingly disclaim all and any liability whatsoever whether arising in tort or contract or otherwise (save as referred to above) which they might otherwise have in respect of the Announcement.
This Announcement is for information purposes only and are directed at and may only be communicated to (a) in the European Economic Area ("EEA"), persons who are "qualified investors" within the meaning of Article 2(e) of Prospectus Regulation (Regulation (EU) 2017/1129) ("Qualified Investors"); and (b) in the United Kingdom, persons who are "qualified investors" within the meaning of paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024 who are also (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order; or (iii) persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons").
Any investment or investment activity to which this Announcement relates is only available to, and will be engaged in only with, in the EEA, Qualified Investors, and in the UK, Relevant Persons. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. This Announcement is for information purposes only and shall not constitute an offer to sell or issue or the solicitation of an offer to buy, subscribe for or otherwise acquire securities in any jurisdiction in which any such offer or solicitation would be unlawful. Any failure to comply with this restriction may constitute a violation of the securities laws of such jurisdictions. Persons needing advice should consult an independent financial adviser.
Marketing of the New Ordinary Shares for the purposes of the Directive 2011/61/EU, as amended, (the "AIFM Directive") will only take place in an EEA member state if the Company is appropriately registered or has otherwise complied with the requirements under the AIFM Directive (as implemented in the relevant EEA Member State) necessary for such marketing to take place. The Manager and/or a third party on its behalf mentioned herein may only market the New Ordinary Shares in the following EEA Member States: Belgium, Finland, Germany Ireland, Luxembourg, Netherlands and Sweden. New Ordinary Shares may only be sold on the basis of reverse solicitation outside these EEA Member States.
Certain statements contained in this Announcement constitute "forward-looking statements". All statements other than statements of historical facts included in this Announcement are, or may be deemed to be, forward-looking statements. Without limitation, any statements preceded or followed by or that include the words ''targets'', ''plans'', ''believes'', ''expects'', ''aims'', ''intends'', ''anticipates'', ''estimates'', ''projects'', ''will'', ''may'', "would", "could" or "should", or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include statements with respect to the financial condition, performance, strategic initiatives, objectives, results of operations and business of the Company. Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results, performance or achievements to differ materially from those projected or implied in any forward-looking statements. Accordingly, no assurance can be given that any particular expectation will be met and reliance shall not be placed on any forward-looking statement. Additionally, forward-looking statements regarding past trends or activities shall not be taken as a representation that such trends or activities will continue in the future. No representation or warranty is made as to the achievement or reasonableness of, and no reliance should be placed on, such forward looking statements. Accordingly, undue reliance should not be placed on forward-looking statements, which speak only as of the date hereof. The Company, the Manager, the Joint Bookrunners and the Financial Adviser, and each of their respective affiliates, each expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation. In particular, no statement in this Announcement is intended to be a profit forecast. All projections, estimations, forecasts, budgets, targets, ambitions or similar expressions in this Announcement 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 economic and/or other circumstances. The price and value of securities and any income derived from them can go down as well as up and investors may not get back the full amount invested on disposal of the securities. Past performance is not a guide to future performance.
Jefferies International Limited ("Jefferies") is authorised and regulated in the United Kingdom by the FCA. Jefferies is acting exclusively as joint global coordinator and joint bookrunner for the Company and will not regard any other person as its client in relation to the Placing, the content of this Announcement and other matters described in this Announcement and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice to any other person in relation to the Placing, the content of this Announcement or any other matters referred to in this Announcement.
J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the FCA. J.P. Morgan Cazenove is acting exclusively as joint global coordinator and joint bookrunner for the Company and will not regard any other person as its client in relation to the Placing, the content of this Announcement and other matters described in this Announcement and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice to any other person in relation to the Placing, the content of this Announcement or any other matters referred to in this Announcement.
Banco Santander, S.A. ("Santander") is authorised by the Bank of Spain and subject to limited regulation in the United Kingdom by the Prudential Regulation Authority and the FCA. Santander is acting exclusively as a joint bookrunner for the Company and will not regard any other person as its client in relation to the Placing, the content of this Announcement and other matters described in this Announcement and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice to any other person in relation to the Placing, the content of this Announcement or any other matters referred to in this Announcement.
Akur Limited ("Akur") is authorised and regulated in the United Kingdom by the FCA. Akur is acting exclusively as financial adviser for the Company and will not regard any other person as its client in relation to the Placing, the content of this Announcement and other matters described in this Announcement and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice to any other person in relation to the Placing, the content of this Announcement or any other matters referred to in this Announcement.
In connection with the Placing, each of the Joint Bookrunners and any of their affiliates, acting as investors for their own account, may take up a portion of the Placing Shares as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to Placing Shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by the Joint Bookrunners and any of their affiliates acting in such capacity. In addition, the Joint Bookrunners and any of their affiliates may enter into financing arrangements (including swaps and contracts for differences) with investors in connection with which the Joint Bookrunners and any of their respective affiliates may from time to time acquire, hold or dispose of shares. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so. In addition, in the event that the Joint Bookrunners acquire Placing Shares in the Placing, they may co-ordinate disposals of such shares in accordance with applicable law and regulation. Except as required by applicable law or regulation, the Joint Bookrunners do not propose to make any public disclosure in relation to such transactions.
In the ordinary course of their various business activities, the Joint Bookrunners and their respective affiliates may hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (which may include bank loans and/or credit default swaps) in the Company and its affiliates for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this Announcement. The Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.
None of the Company, the Manager, the Joint Bookrunners, the Financial Adviser or any of their respective affiliates, is making any representation to any offeree, subscriber or purchaser of the Placing Shares regarding the legality of an investment in the Placing Shares by such offeree, subscriber or purchaser under the laws applicable to such offeree, subscriber or purchaser.
Certain figures in this Announcement have been subject to rounding adjustments (including being rounded up to the nearest one or two decimal places, as appropriate).
Information for distributors
Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the "UK Target Market Assessment"). Notwithstanding the UK Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
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