Prospectus for Placing and Open Offer, January 2019Read more
20 November 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. 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 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 PROSPECTUS PUBLISHED BY THE COMPANY ON 8 JULY 2014 IN CONNECTION, INTER ALIA, WITH ITS SHARE ISSUANCE PROGRAMME (THE “PROSPECTUS”).
FURTHER TO THE STATEMENT MADE BY TRITAX BIG BOX REIT PLC (THE “COMPANY“) ON 13 NOVEMBER 2014 AS PART OF THE COMPANY’S TRADING UPDATE, THE BOARD OF DIRECTORS IS PLEASED TO ANNOUNCE THAT IT INTENDS TO PROCEED WITH AN INSTITUTIONAL PLACING (THE “PLACING“) OF NEW ORDINARY SHARES (THE “PLACING SHARES“) AT A PRICE OF 105 PENCE PER SHARE (THE “PLACING PRICE“). THE PLACING WILL COMPRISE THE INITIAL TRANCHE OF THE COMPANY’S SHARE ISSUANCE PROGRAMME ANNOUNCED ON 8 JULY 2014.
As noted in the Trading Update, the Company is currently in advanced negotiations in relation to the acquisition of three additional assets, each of which is under offer and in exclusivity and will be funded by the balance of the equity proceeds raised in July 2014.
In addition, the Manager is engaged in detailed discussions with the current owners of a number of other suitable assets available for potential acquisition in the near term. Such assets are generally greater than 500,000 sq. ft. in size, on long-term leases and with inflation linked rental uplifts. Accordingly the Company is seeking to raise additional equity via the Placing with a target fundraising size of up to £110 million.
The Board believes that the Placing will have the following principal benefits for shareholders:
The Directors and the Manager are confident that the net proceeds of the Placing will be substantially invested or committed by February 2015.
The Placing Price reflects a 3.4 per cent. discount to the closing price of 108.75 pence per Ordinary Share on 19 November 2014.
The Placing 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 second interim dividend of 1.5 pence per Ordinary Share declared today in respect of the period from 1 July 2014 to 31 October 2014).
The Company is currently targeting a third interim dividend of 0.8 pence per ordinary share for the two month period ending 31 December 20141. In addition, the Company confirms that it is targeting a dividend of not less than 6.0 pence per ordinary share for the year ending 31 December 20151.
– 20 November 2014
Latest time and date for receipt of Placing commitments
– 3.00 pm 0n 27 November 2014
Announcement of the results of the Placing
– 28 November 2014
Admission of the Ordinary Shares to the Official List and to trading on The London Stock Exchange’s Main Market for Listed Securities
– 8.00 am on 2 December 2014
Crediting of Crest stock account
– 2 December 2014
Share certificates dispatched (where appropriate)
– week commencing 8 December 2014 (or as soon as possible thereafter)
The Company, in consultation with the Manager and the Joint Financial Advisers, reserves the right to close the Placing early. In such event, the Company will notify investors by the publication of a notice through a regulatory information service.
ISIN for the Ordinary Shares GB00BG49KP99
SEDOL for the Ordinary Shares BG49KP9
Further details of the share issuance programme are set out in the Prospectus which is available on the Company’s website at www.tritaxbigbox.co.uk/investors/#reports
Any defined terms used in this announcement are as set out in the Prospectus.
For further information, please contact:
Colin Godfrey (Partner, Fund Manager)
Via Newgate Communications
Newgate Communications (Financial PR)
Tel: 020 7680 6550
Jefferies International Limited (Joint Financial Adviser and Sole Bookrunner)
Tel: 020 7029 8000
Akur Limited (Joint Financial Adviser)
Tel: 020 7493 3631
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
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 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, NEW ZEALAND 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, NEW ZEALAND OR JAPAN.
THE OFFER AND SALE OF PLACING 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 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 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).
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 MAY BE INFLUENCED BY A RANGE OF CIRCUMSTANCES SUCH AS MARKET CONDITIONS. THERE IS NO GUARANTEE THAT THE PLACING WILL OCCUR AND YOU SHOULD NOT BASE YOUR FINANCIAL DECISIONS ON THE COMPANY’S INTENTIONS IN RELATION TO THE PLACING OR THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT.