PROPOSED PLACING
30 May 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.
TRITAX BIG BOX REIT PLC
PROPOSED PLACING
The Board of Directors (the "Board") of Tritax Big Box REIT plc (ticker: BBOX) (the "Company"), announces that the Company is seeking to place with institutional investors up to 19.98 million new ordinary shares of £0.01 each in the Company (the "Placing Shares"), representing approximately 9.99 per cent of the Company's existing issued share capital (the "Placing").
As set out in the Interim Management Statement on 19 May 2014, the Company has successfully invested £187.17m of the net proceeds of its initial fundraise, acquiring four distribution centres. In April 2014, the Company also signed an agreement with Barclays Bank PLC to provide £23.5 million of senior debt financing to Sainsbury's distribution centre in Sherburn-in-Elmet, Leeds.
The Board believes that there is a healthy pipeline of suitable new investment opportunities and the Company is currently in advanced negotiations in relation to the acquisition of two additional assets. It is intended that the capital raised via the Placing will be used in the near term to assist in financing these investment opportunities.
The Placing is expected to close at 12 noon (London time) today but may close earlier or later at the absolute discretion of the Company. The issue price will be determined by a book build process and is expected to be at a level which is accretive to the net asset value per share of the Company, after costs.
Application will be made to the London Stock Exchange and the Channel Islands Securities Exchange Authority Limited (formerly the Channel Islands Stock Exchange) ("CISEA") for the Placing Shares to be admitted to trading on the Specialist Fund Market of the London Stock Exchange and the CISEA ("Admission"). It is expected that Admission will become effective on 4 June 2014.
The Placing Shares will, when issued, be credited as fully paid and rank pari passu with the existing ordinary shares of £0.01 each in the capital of the Company, including the right to receive all future dividends and distributions declared, made or paid (including the Company's initial interim dividend due to be declared in August 2014).
In connection with the Placing, Jefferies is acting as sole bookrunner and Akur is acting as financial adviser to the Company.
For further information, please contact:
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Tritax Group Colin Godfrey (Partner, Fund Manager) |
via Newgate Communications |
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Newgate Communications (Financial PR) James Benjamin Clotilde Gros Georgia Lewis |
Tel: 020 7680 6550 Email: tritax@newgatecomms.com |
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Jefferies International Limited Gary Gould Stuart Klein |
Tel: 020 7029 8000 |
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Akur Limited Anthony Richardson Tom Frost |
Tel: 020 7493 3631 |
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 between 12 and 25 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
The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The material set forth herein is for information purposes only and is not intended, and should not be construed, as an offer of securities for sale in the United States or any other jurisdiction.
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 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, Placing Shares to any person in the United States, Australia, Canada, South Africa 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 (the "Securities Act") or under the securities laws of any state 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 Placing Shares in the United States, Australia, Canada, South Africa or Japan.
The offer and sale of Placing Shares referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of any state, province or territory of Australia, Canada, South Africa or Japan. Subject to certain exceptions, the Shares referred to herein may not be offered or sold in Australia, Canada, South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, South Africa or Japan.
In member states of the European Economic Area ("EEA"), this announcement is only addressed to and directed at persons who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State).
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.
No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information contained in this announcement is given at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment. In particular, the proposals referred to herein are tentative and are subject to verification, material updating, revision and amendment.
The Placing timetable, including the date of Admission, may be influenced by a range of circumstances such as market conditions. There is no guarantee that the Placing and Admission will occur and you should not base your financial decisions on the Company's intentions in relation to the Placing and Admission or the information contained in this announcement.
This announcement includes information regarding the track record of the Company, to date. Such information is not necessarily comprehensive and prospective investors should not consider such information to be indicative of the possible future performance of the Company or any investment opportunity to which this announcement relates. Prospective 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.
The Company has limited investment history and, for a variety of reasons, the comparability of the information on the Company's performance to date to its future performance is by its nature very limited. Without limitation, results can be positively or negatively affected by market conditions beyond the control of the Company, Tritax Management LLP (the "Manager") or the Investment Adviser which may be different in many respects from those that prevail at present or in the future, with the result that the performance of investment portfolios originated now may be significantly different from those originated in the past. The past performance of Tritax is not a reliable indicator of, and cannot be relied upon as a guide to, the future performance of the Company, the Manager or the Investment Adviser. Persons considering making such an investment should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the initial public offering and prospective investors should note that the value of Shares can decrease as well as increase.
Each of Jefferies and Akur (an appointed representative of Capital Markets Strategy Limited) is authorised and regulated by the Financial Conduct Authority, and is acting exclusively for the Company and no-one else in connection with the Placing and Admission. They will not regard any other person as their respective clients in relation to the Placing and Admission 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 Placing and Admission, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Placing and Admission, each of Jefferies and Akur and any of their respective affiliates, acting as investors for their own accounts, may purchase Placing Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Placing Shares and other securities of the Company or related investments in connection with the Placing and Admission or otherwise. Accordingly, references in the Announcement or the Placing Announcement to the Placing Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by Jefferies, Akur and any of their affiliates acting as investors for their own accounts. Jefferies and Akur 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.
None of the Company, the Manager, the Investment Adviser, 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, the Investment Adviser, 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.
This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements relate to matters that are not historical facts. By their nature, forward- looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Company's actual investment performance, results of operations, financial condition, liquidity, dividend policy and the development of its financing strategies may differ materially from the impression created by the forward-looking statements contained in this announcement. In addition, even if the investment performance, result of operations, financial condition, liquidity and dividend policy of the Company and development of its financing strategies, are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods.
These forward-looking statements speak only as at the date of this announcement. Subject to its legal and regulatory obligations (including under the Prospectus Rules and the Disclosure and Transparency Rules of the UK Listing Authority and the listing rules of the Channel Islands Stock Exchange), the Company expressly disclaims any obligations to update or revise any forward-looking statement contained herein to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based. Each of the Investment Manager, the Investment Adviser, Jefferies, Akur and their respective affiliates expressly disclaim any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly with the total figure given.
This Announcement does not constitute a recommendation concerning the Placing. The price and value of shares and income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business or tax advice. Each prospective investor should consult his, her or its own legal adviser, financial adviser or tax adviser for legal, financial or tax advice.
This information is provided by RNS
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