Results of the Issue

RNS Number : 5652P

Tritax Big Box REIT plc

11 February 2019

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART), 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 (AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED). PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU NO. 596/2014). UPON PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATOTY SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

11 February 2019

TRITAX BIG BOX REIT PLC

(the "Company")

RESULTS OF THE ISSUE

The Board of Directors of Tritax Big Box REIT plc (ticker: BBOX) is pleased to announce that the Company has successfully raised approximately £250 million (before expenses) through the Issue of 192,291,313 New Ordinary Shares at the Issue Price of 130 pence per share.

The net proceeds of the Issue will be used by the Company to fund the acquisition of an 87 per cent. economic interest in db Symmetry (the "Acquisition") and further investments in accordance with its Investment Policy.  The Acquisition is expected to complete on 19 February 2019.

192,291,313 New Ordinary Shares will be issued pursuant to the Open Offer, which was significantly over-subscribed.  Valid applications were received for 152,562,386 New Ordinary Shares in respect of Qualifying Shareholders' Open Offer Entitlements which will be satisfied in full.  Valid applications were also received for 204,679,211 Excess Shares under the Excess Application Facility. A scaling back exercise has been undertaken with respect to Excess Applications received which have been allocated pro rata to Qualifying Shareholders' applications under the Excess Application Facility, in accordance with the terms set out in the Prospectus. 

No New Ordinary Shares will be issued pursuant to the Placing where commitments of Conditional Placees are subject to clawback in respect of valid applications for New Ordinary Shares by Qualifying Shareholders pursuant to the Open Offer.

The Issue is conditional upon, inter alia, Admission of the New Ordinary Shares occurring no later than 8.00 a.m. on 13 February 2019 (or such later time and/or date as the Company and Jefferies may agree) and the Placing Agreement not being terminated prior to Admission and becoming unconditional (save for the condition relating to Admission) in accordance with its terms.

Jefferies International Limited ("Jefferies") and Akur Limited ("Akur") are acting for the Company in relation to the Issue and Lazard & Co., Limited ("Lazard") is acting for the Company in relation to the Acquisition.

Commenting on today's announcement, Sir Richard Jewson KCVO, JP, Non-executive Chairman of the Company, said:

"The Board is pleased with the response from the Company's Shareholders and the strength of their support to complete this fund raising successfully.  It enables the Company to move forward with the Acquisition of db Symmetry which represents a significant opportunity for the future further growth of the Company, investing in assets on attractive terms and helping to ensure we maintain the high quality nature of our portfolio.

The Acquisition is expected to contribute materially to the Company's ability to continue to deliver strong earnings growth and a progressive dividend policy as well as significant valuation gains as these assets move through development to become income producing. On behalf of the Board and the Manager, I would like to thank Shareholders for their support."

Colin Godfrey, Partner of Tritax, commented:

"The Acquisition provides the Company with access to a large portfolio of attractive and high quality development opportunities over the longer term that we, along with the Board, believe can be delivered at a yield on cost significantly higher than is currently available in the investment market from acquisitions of built and let or pre-let forward funded assets. This means that we expect to continue to deliver new, high quality assets which have the potential to attract the highest quality institutional-grade tenants over the short and longer term."

Application has been made for the New Ordinary Shares to be issued pursuant to the Issue to be admitted to the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission will become effective, and that dealings in the New Ordinary Shares to be issued pursuant to the Issue will commence, on 13 February 2019.

Immediately following Admission, the Company's issued share capital will consist of 1,666,524,714 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.

Any capitalised terms used but not otherwise defined in this announcement have the meaning set out in the Company's prospectus published on 25 January 2019 (the "Prospectus").

EXPECTED TIMETABLE

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 13 February 2019
Crediting of CREST stock accounts	13 February 2019
Share certificates despatched (where appropriate)	week commencing 25 February 2019 (or as soon as possible thereafter)
Completion of the Acquisition	19 February 2019
Admission of the Consideration Shares to the Official List and to trading on the London Stock Exchange's main market for listed securities	as soon as practicable following 19 February 2019

The dates and times specified above 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 Maitland below
Maitland (Communications Adviser) James Benjamin	Tel: [phone] [e-mail]
Jefferies International Limited (Sponsor, Joint Financial Adviser in relation to the Issue and Sole Global Coordinator and Bookrunner) Gary Gould Stuart Klein	Tel: [phone]
Akur Limited (Joint Financial Adviser in relation to the Issue) Anthony Richardson Tom Frost Siobhan Sergeant	Tel: [phone]
Lazard & Co., Limited (Financial Adviser in relation to the Acquisition) Patrick Long Vasco Litchfield Jolyon Coates	Tel: [phone]

The Company's LEI is: 213800L6X88MIYPVR714

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 contained in this announcement is for information purposes only, is given as at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment. In particular, any proposals referred to herein are tentative and are subject to revision and amendment.

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, the Republic of South Africa, New Zealand or Japan or to US persons (as defined in Regulation S under the US Securities Act of 1933, as amended (the "Securities Act")). 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 is an advertisement and not a prospectus. Investors should not subscribe for or purchase any transferable securities referred to in this announcement except on the basis of information in the Prospectus. Copies of the Prospectus are available on the Company's website (www.tritaxbigbox.co.uk).

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 Directive 2010/73/EU, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State).

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 Ordinary Shares to any person in the United States, Australia, Canada, the Republic of 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 Ordinary Shares have not been and will not be registered under 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 (as defined in Regulation S under the Securities Act) 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 Ordinary Shares in the United States.

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

Any offer of the New Ordinary Shares in terms of the Placing in the Republic of South Africa will not be an offer to the public as contemplated under the SA Companies Act and may only be made to persons falling within the categories of persons listed in section 96(1)(a) or (b) of the SA Companies Act (the "South African Qualifying Investors"). Should any person who is not a South African Qualifying Investor receive the Prospectus, they should not and will not be entitled to acquire any New Ordinary Shares and/or participate in the Placing or otherwise act thereon.

Jefferies is authorised and regulated by the Financial Conduct Authority. Akur is authorised and regulated by the Financial Conduct Authority. Each of Jefferies and Akur is acting exclusively for the Company and no-one else in connection with the Placing and Open Offer 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.

Lazard, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to the Company and no one else in connection with the Acquisition and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Lazard & Co., Limited nor for providing advice in relation to the Acquisition or any other matters referred to herein.

None of the Company, the Manager, Jefferies, Akur, Lazard 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, Lazard 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 include all matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the intentions, beliefs or current expectations of the REIT Group and the Tritax Group concerning, amongst other things, the Investment Objectives and Investment Policy, investment performance, results of operations, financial condition, prospects, and dividend policy of the REIT Group and the markets in which it is involved. 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 REIT Group's actual investment performance, results of operations, financial condition and dividend policy may differ materially from the impression created by the forward-looking statements contained in this announcement. In addition, even if the investment performance, results of operations and financial condition of the Company 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.  Given these uncertainties, prospective investors are cautioned not to place any undue reliance on such forward-looking statements. Forward-looking statements speak only as at the date of this announcement. Jefferies, Akur and the Company expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in the Company's expectations with regard thereto or any change in events, conditions or circumstance on which any such statement is based.

This announcement does not constitute a recommendation concerning the Placing and Open Offer. The price and value of securities and any income 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. Before purchasing any New Ordinary Shares, persons viewing this announcement should ensure that they fully understand and accept the risks that will be set out in the Prospectus. Information in this announcement or any of the documents relating to the Placing and Open Offer cannot be relied upon as a guide to future performance. The Placing and Open Offer timetable may be influenced by a range of circumstances such as market conditions. There is no guarantee that the Placing and Open Offer will occur and you should not base your financial decisions on the Company's intentions in relation to the Placing and Open Offer or the information contained in this announcement. 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.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Ordinary Shares have been subject to a product approval process, which has determined that the Ordinary 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 as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Ordinary 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 Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Jefferies will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; 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 Ordinary Shares. Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Ordinary Shares and determining appropriate distribution channels.

 

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