TIDMBBOX
RNS Number : 5131M
Tritax Big Box REIT plc
14 October 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 OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT HAS BEEN DETERMINED TO CONTAIN INSIDE
INFORMATION.
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 RECOMMATION
REGARDING ANY SECURITIES.
14 October 2016
TRITAX BIG BOX REIT PLC
(the "Company")
RESULT OF PLACING, OPEN OFFER AND OFFER FOR SUBSCRIPTION AND
FURTHER TAP ISSUE
The Board of Directors (the "Directors") of Tritax Big Box REIT
plc (ticker: BBOX) is pleased to announce the results of the
Placing, Open Offer and Offer for Subscription of Ordinary Shares
(the "Issue").
Investor demand for the Issue has significantly exceeded the
targeted size of GBP150 million and the maximum size of GBP250
million. The Board, after careful consideration with the Manager
and in consultation with its Joint Financial Advisers, has
determined to utilise part of its annual pre-emption disapplication
authority to satisfy GBP100 million of the excess demand on
equivalent terms to the Placing (the "Tap Issue").
In taking this decision, the Board has taken into account the
strength of the Manager's near term investment pipeline, the
Company's stated dividend target for 2016 and its intention to
continue to adopt a progressive dividend policy. Accordingly, the
total size of the Issue when aggregated with the Tap Issue will be
GBP350 million, which is significantly lower than the total overall
demand for the Issue.
A total of 265,151,515 Ordinary Shares will be issued at a price
of 132 pence per Ordinary Share (the "Issue Price"), of which
76,364,364 Ordinary Shares will be issued pursuant to the Open
Offer, 29,628,265 Ordinary Shares will be issued pursuant to the
Offer for Subscription, 83,401,310 Ordinary Shares will be issued
under the Placing and 75,757,576 Ordinary Shares will be issued
under the Tap Issue.
A scaling back exercise has been undertaken with respect to
applications received pursuant to the Placing, the Open Offer and
the Offer for Subscription.
The net proceeds of the Issue will be used by the Company to
acquire further assets. In this regard, the Company announced on 11
and 12 October 2016 that it had exchanged contracts to acquire
three Big Box logistics facilities for an aggregate consideration
of GBP172 million. In addition to these purchases that are each
expected to complete on or around 20 October 2016 using the
proceeds of the Issue, the Manager is engaged in detailed
discussions with the owners of a number of other attractive
investment assets, a number of which are off-market, that meet the
Company's investment criteria and are available for potential
acquisition in the near term.
Commenting on today's announcement, Richard Jewson,
Non-Executive Chairman of the Company, said:
"We are delighted with the strong support that this Issue has
received from existing shareholders and a wide range of new
investors. This fundraising will enable the Company to build upon
its strong position and pursue attractive investment opportunities
that are likely to be value accretive to our shareholders over the
medium term."
Colin Godfrey, Partner of Tritax, commented:
"Since the beginning of 2016, the Company has acquired, or
agreed to acquire, nine high quality Big Box assets, taking the
total number of investments to 34, and is engaged in discussions
with the owners of a number of other attractive assets. The
proceeds from this fundraising will allow the Company to strengthen
and diversify the portfolio further whilst delivering stable and
secure returns for shareholders."
The Issue is conditional, amongst other things, upon the passing
of the Resolutions at the General Meeting to be held on 17 October
2016, Admission of the Ordinary Shares occurring no later than 8.00
a.m. on 18 October 2016 (or such later time and/or date as the
Company and Jefferies may agree) and the Placing Agreement not
being terminated and becoming unconditional in accordance with its
terms. If these conditions are not met, the Issue will not proceed
and an announcement to that effect will be made via a Regulatory
Information Service.
Jefferies International Limited ("Jefferies") and Akur Limited
("Akur") are acting as Joint Financial Advisers and Jefferies is
acting as Sponsor, Sole Global Coordinator and Bookrunner in
relation to the Issue and the Tap Issue.
Admission to the Official List
Application has been made for all of the new Ordinary Shares to
be admitted to the premium listing segment of the Official List of
the FCA and to be admitted to trading on the London Stock
Exchange's main market for listed securities ("Admission"). It is
expected that Admission will become effective, and that dealings in
the new Ordinary Shares will commence, on 18 October 2016.
Total Voting Rights
Immediately following Admission, the Company's issued share
capital will consist of 1,105,159,529 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.
Indicative Timetable
10.00 a.m. on 17
General Meeting October 2016
Admission of the new Ordinary
Shares to the Official List
and to trading on the London
Stock Exchange's main market 8.00 a.m. on 18
for listed securities October 2016
Crediting of CREST stock accounts 18 October 2016
Share certificates despatched week commencing
(where appropriate) 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.
Dealing codes
Ticker BBOX
ISIN for the Ordinary Shares GB00BG49KP99
SEDOL for the Ordinary Shares BG49KP9
For further information, please contact:
Tritax Group via Newgate
Colin Godfrey (Partner, Fund
Manager)
Newgate (PR Adviser) Tel: 020 7680 6550
James Benjamin Email: tritax@newgatecomms.com
Zoe Pocock
Alex Shilov
Lydia Thompson
Jefferies International Limited Tel: 020 7029 8000
(Sponsor, Joint Financial Adviser
and Sole Global Coordinator
and Bookrunner)
Gary Gould
Stuart Klein
David Watkins
Akur Limited (Joint Financial Tel: 020 7493 3631
Adviser)
Anthony Richardson
Tom Frost
Siobhan Sergeant
NOTES:
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
IMPORTANT NOTICE
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 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.
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 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 information is provided by RNS
The company news service from the London Stock Exchange
END
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