Prospectus for Placing and Open Offer, January 2019Read more
28 September 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 HAS BEEN DETERMINED TO CONTAIN INSIDE INFORMATION. THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS. 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. ANY INVESTMENT DECISION MUST BE MADE EXCLUSIVELY ON THE BASIS OF THE PROSPECTUS TO BE PUBLISHED BY THE COMPANY IN CONNECTION WITH THE ISSUE.
The Board of Directors (the “Directors“) of Tritax Big Box REIT plc (ticker: BBOX) announces a Placing, Open Offer and Offer for Subscription of new ordinary shares of the Company (the “New Shares“) at a price of 132 pence per New Share (the “Issue Price“) (the “Issue“).
Any capitalised terms used but not otherwise defined in this announcement have the meaning set out in the prospectus and/or the circular to be published by the Company in connection with the Issue.
The Company expects to use the net proceeds of the Issue to acquire further investments. In this regard, Tritax Management LLP (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 (as set out in more detail below). The Directors consider that such investment opportunities are likely to be value accretive to investors over the medium term. Accordingly, the Company is seeking to raise a target amount of £150 million* (before expenses) via the Issue that will provide the Company with funds to capitalise on these opportunities. The Company plans to deploy the net proceeds of the Issue within three months of Admission.
The Directors believe that the Issue will have the following principal benefits for Shareholders:
The Manager has access to a pipeline of potential investments and is engaged in discussions with the owners of a number of attractive assets that meet the Company’s investment criteria and are available for potential acquisition in the near term (although the Company has not entered into any definitive agreements with respect to any of them). Among these, the Manager is currently in advanced negotiations in relation to three assets, brief details of which are set out below. Each of these assets is under offer and in exclusivity. All three assets are occupied by high quality tenants none of which are tenants of the Company’s existing Portfolio.
|Asset One||Asset Two||Asset Three|
|Expected Consideration||c.£80 million||c.£35 million||c.£60 million|
|Size||c.800,000 sq.ft.||c.500,000 sq.ft.||c.350,000 sq.ft.|
|Unexpired Lease||20 years||5 years||9 years|
|On/Off Market||Off Market||Off Market||Off Market|
There can be no certainty that the Company will complete any of these acquisitions, or that the Company will complete any of the transactions in its investment pipeline. It is however possible that contracts may be exchanged on one or more of the three assets listed above in the coming weeks, and this may occur before, or shortly after, Admission. If the Company proceeds to acquire these assets, it would look to finance each of them using the proceeds of the Issue. In respect of Asset Two it is possible that part of the consideration will be satisfied by the issue of new Ordinary Shares. The Directors consider that these investment opportunities are likely to be value-accretive to investors over the medium term.
The Directors believe that the Company has a number of competitive advantages including:
The Company has today declared a second interim dividend of 1.55 pence per Ordinary Share for the three month period to 30 September 2016 to Shareholders on the register on 14 October 2016. The dividend is expected to be paid on or around 27 October 2016.
The Directors have adopted a progressive dividend policy for 2016 with a target dividend of 6.2 pence per Ordinary Share for the year ending 31 December 2016**, representing a 3.3 per cent. increase in the total dividend of 6.0 pence per Ordinary Share declared for 2015, in excess of the rate of RPI inflation over the period from IPO to 31 December 2015 and representing a dividend yield of 4.7 per cent. on the Issue Price of 132 pence. Dividends are expected to be fully covered by Adjusted Earnings from the Company’s Portfolio.
The Company intends to move to quarterly dividend payments with effect from the financial year commencing 1 January 2017.
* The Directors have the ability to increase the size of the Issue to up to £250 million.
† £570 million includes all loans except the £72 million, 13-year, interest only, term loan facility agreed with Canada Life in August 2016 with a fixed rate payable of 2.64%.
** This is a target only and not a 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 these targets and any investment decision should be made exclusively on the basis of the Prospectus.
Further details of the Issue and Admission will be set out in the Prospectus, which, together with a Circular, are expected to be available today on the Company’s website at www.tritaxbigbox.co.uk and can be inspected at the offices of Taylor Wessing LLP, 5 New Street Square, London EC4A 3TW.
Copies of the Prospectus and the Circular will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM.
The Circular convening the General Meeting at which the Directors are seeking authority to disapply pre-emption rights and issue and allot the New Ordinary Shares in respect of the Issue will be posted to Shareholders today.
|The Open Offer|
|Record Date for entitlements under the Open Offer||5.00 p.m. on
26 September 2016
|Open Offer Application Forms despatched to Qualifying
|28 September 2016|
|Ex-entitlement date for the Open Offer||28 September 2016|
|Open Offer Entitlements credited to stock accounts in
CREST of Qualifying CREST Shareholders
|29 September 2016|
|Recommended latest time for requesting withdrawal
of Open Offer Entitlements from CREST
|4.30 p.m. on
7 October 2016
|Latest time and date for depositing Open Offer
Entitlements into CREST
|3.00 p.m. on
10 October 2016
|Latest time and date for splitting of Open Offer
Application Forms (to satisfy bona fide market claims only)
|3.00 p.m. on
11 October 2016
|Latest time and date for receipt of completed Open Offer
Application Forms and payment in full under the Open Offer or
settlement of relevant CREST instructions (as appropriate)
|11.00 a.m. on
13 October 2016
The Placing and Offer for Subscription
|Placing and Offer for Subscription opens||28 September 2016|
|Latest time and date for receipt of completed Application Forms
and payment in full under the Offer for Subscription
|11.00 a.m. on
13 October 2016
|Latest time and date for receipt of placing commitments
under the Placing
|3.00 p.m. on
13 October 2016
Other key dates
|Announcement of the results of the Issue||14 October 2016|
|General Meeting||10.00 a.m. on
17 October 2016
|Admission of the New Ordinary Shares to the Official List
and to trading on the London Stock Exchange’s main market for
|8.00 a.m. on
18 October 2016
|Crediting of CREST stock accounts||18 October 2016|
|Share certificates despatched
24 October 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. 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.
|ISIN for the Ordinary Shares||GB00BG49KP99|
|SEDOL for the Ordinary Shares||BG49KP9|
|ISIN for the Open Offer Entitlements of Ordinary Shares||GB00BZ143177|
|SEDOL for the Open Offer Entitlements of Ordinary Shares||BZ143177|
|ISIN for the Excess CREST Open Offer Entitlements
of Ordinary Shares
|SEDOL for the Excess CREST Open Offer Entitlements
of Ordinary Shares
Colin Godfrey (Partner, Fund Manager) via Newgate (below)
Newgate Communications (PR Adviser)
Tel: 020 7680 6550
Jefferies International Limited (Sponsor, Joint Financial Adviser and Sole Global Coordinator and Bookrunner)
Tel: 020 7029 8000
Akur Limited (Joint Financial Adviser)
Tritax Big Box REIT plc is the only listed vehicle to give pure exposure to the “Big Box” logistics asset class in the UK and is committed to delivering attractive and sustainable returns for shareholders. Investing in and managing both standing and pre-let forward funded development assets, the Company focuses on well-located, modern “Big Box” logistics 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 and 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 and limited stock supply.
The Company is a real estate investment trust to which Part 12 of the UK Corporation Tax Act 2010 applies (“REIT”), is listed on the premium listing segment of the Official List of the UK Financial Conduct Authority and is a constituent of the FTSE 250, FTSE EPRA/NAREIT and MSCI indices.
Further information on Tritax Big Box REIT is available at www.tritaxbigbox.co.uk
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, 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 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).
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 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.
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.
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 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 New Shares can decrease as well as increase.
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 are 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.
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 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 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 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.