Proposed Issue of Equity

RNS Number : 7190G

Tritax Big Box REIT plc

06 March 2015

 

6 MARCH 2015

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 ORDINARY 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 UPDATED PROSPECTUS TO BE PUBLISHED BY THE COMPANY IN CONNECTION WITH THE ISSUE.

TRITAX BIG BOX REIT PLC 

PROPOSED ISSUE OF EQUITY 

Further to the statement made by Tritax Big Box REIT plc (the "Company") on 23 February 2015 as part of the Company's Full Year Results, the Board of Directors is pleased to announce that it intends to proceed with an institutional placing (the "Placing") and offer for subscription (the "Offer for Subscription") of new ordinary shares (the "New Shares") at a price of 110 pence per share (the "Issue Price") (the "Issue"). The Issue will comprise the second tranche of the Company's share issuance programme of up to 350 million new Ordinary Shares valid until 7 July 2015 (the "Share Issuance Programme") announced on 8 July 2014.

An updated securities note (the "Securities Note") and summary (the "Summary") containing full details of the Issue are expected to be published later today.  The Securities Note and Summary, together with the registration document published on 8 July 2014 (as supplemented by the supplementary prospectus dated 23 February 2015), will form the prospectus (the "Prospectus") in relation to the Issue.  The Issue will comprise a further tranche under the Share Issuance Programme, under which the Company has already issued 104,761,904 ordinary shares (the "Ordinary Shares") through a placing which closed in November 2014.

Since the November 2014 placing the Company has completed the acquisition of three Big Box logistics warehouse assets with a combined acquisition price of £77.55 million (net of acquisition costs) and exchanged contracts (conditional on detailed planning consent) to provide forward funding for a new distribution warehouse facility pre-let in its entirety to a subsidiary of Ocado Group plc.  As a result, the Company has invested or committed substantially all of the net investable funds available to it in accordance with its Investment Policy.

The Manager is currently in advanced negotiations for the acquisition of three additional assets, each of which is under offer, in solicitors' hands and subject to exclusivity arrangements. In addition, the Manager is engaged in detailed discussions with the owners of a number of other suitable assets that meet the Company's Investment Policy. Accordingly the Company is seeking to raise additional equity via the Issue with a target fundraising size of up to £150 million⁽¹⁾.

The Issue Price reflects a 2.9 per cent. discount to the closing mid-market price of 113.25 pence per Ordinary Share on 5 March 2015.

The New Shares will, when issued, be credited as fully paid and rank pari passu with the existing Ordinary Shares in the capital of the Company, including the right to receive all future dividends and distributions declared, made or paid (but not the first interim dividend of 1.0 pence per Ordinary Share declared today in respect of the period from 1 January 2015 to 28 February 2015).

The Board confirms that the Company is on track to achieve its target dividend of not less than 6.0 pence per Ordinary Share for the year ending 31 December 2015⁽²⁾.

Notes:

(1)  The Directors have reserved the right, in consultation with Jefferies, to increase the size of the Issue up to a maximum of 181,818,181 Ordinary Shares to raise Gross Proceeds of up to £200 million if overall demand exceeds 136,363,636 Ordinary Shares, with any such increase being announced through a Regulatory Information Service.

(2)  The target dividend is a target only and not a profit forecast. There can be no assurance that the target will be met and it should not be taken as an indication of the Company's expected or actual future results. Potential investors should not place any reliance on this target and any investment decision should be made exclusively on the basis of the Prospectus.

FTSE EPRA/NAREIT Indices

The Board is pleased to note the announcement by FTSE on 5 March 2015 confirming the inclusion of the Company in the FTSE EPRA/NAREIT Global Developed Index with effect from 23 March 2015 which the Board believes will assist in further broadening the Company's investor base.

Expected Timetable

Placing and Offer for Subscription open	6 March 2015
Latest time and date for receipt of completed Application Forms under the Offer for Subscription	11.00 a.m. on 18 March 2015
Latest time and date for receipt of placing commitments under the Placing	3.00 p.m. on 18 March 2015
Announcement of the results of the Issue	19 March 2015
Admission of the New Shares to the Official List and to trading on the London Stock Exchange's main market for listed securities	8.00 a.m. on 23 March 2015
Crediting of CREST stock accounts	23 March 2015
Share certificates despatched (where appropriate)	week commencing 6 April 2015 (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. 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 New 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

Further details of the Issue and the Share Issuance Programme will be set out in the Securities Note and Summary, which are expected to be published today and the Prospectus will be available on the Company's website at www.tritaxbigbox.co.uk.

Copies of the Securities Note and Summary will be submitted to the National Storage Mechanism and will be available for inspection at www.morningstar.co.uk/uk/NSM.

Any capitalised terms not defined in this announcement have the meaning set out in the Prospectus.

For further information, please contact:

Tritax Group Colin Godfrey (Partner, Fund Manager)	via Newgate
Newgate (Financial PR) James Benjamin Andre Hamlyn	Tel: [phone] Email: [e-mail]
Jefferies International Limited (Joint Financial Adviser and Sole 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 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.tritaxbigbox.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, 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 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 intended to be published by the Company in due course in connection with the proposed Issue. Copies of the Prospectus will, following publication, be available on the Company's website (www.tritaxbigbox.co.uk).

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 is not 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 (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), except pursuant to  an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, in compliance with any applicable securities laws of any state or other jurisdiction of the United States and under circumstances that would 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, Australia, Canada, South Africa, New Zealand or Japan.

The offer and sale of New 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 Ordinary 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, New Zealand 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 Directive 2010/73/EU, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State).

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.

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

The comparability of the information on the Company's performance to date to its future performance is by its nature limited for a variety of reasons. Without limitation, results can be positively or negatively affected by market conditions beyond the control of the Company or Tritax Management LLP (the "Manager") 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. Neither the past performance of the Company nor the Manager is a reliable indicator of, and cannot be relied upon as a guide to, the future performance of the Company or the Manager. 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. 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 Issue and prospective investors should note that the value of Ordinary Shares can decrease as well as increase. 

Each of Jefferies and Akur is authorised and regulated by the Financial Conduct Authority, and is acting exclusively for the Company and no-one else in connection with the Issue. They will not regard any other person as their respective clients in relation to the Issue 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 Issue, the contents of this announcement or any transaction, arrangement or other matter referred to herein. 

In connection with the Issue, each of Jefferies and Akur and any of their respective affiliates, acting as investors for their own accounts, may purchase New Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such New Shares and other securities of the Company or related investments in connection with the Issue or otherwise. Accordingly, references in the announcement to the New 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, 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.

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), 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 Manager, 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 Issue. 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.

 

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