EBOX Tritax Eurobox Plc

TIDMEBOX TIDMBOXE

RNS Number : 9525B

Tritax EuroBox PLC

06 October 2022

06 October 2022

PROPOSED AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT

Tritax EuroBox plc (the "Company"), which invests in high-quality, prime logistics real estate strategically located across continental Europe, announces that it is proposing to amend its Investment Management Agreement ("IMA") with Tritax Management LLP (the "Manager") to support its long-term strategic objectives.

The key changes proposed are:

-- A reduction in the base management fee to 1.00% on Net Asset Value ("NAV") up to EUR 1 bn and 0.75% on NAV above EUR1 bn. (1)

-- Property management services procured by the Manager will now be contracted directly with the Company and, hence, fees relating to such services will be paid by the Company. (2)

-- Based on the last reported NAV at 31 March 2022, the proposed changes would result in a net c.EUR2.4mn reduction in the annual costs to the Company.

   --    The proposed fee would be back-dated becoming effective from 1 August 2022. 

-- The Manager will continue to apply 10% of the management fee to the purchase of Company shares, which the Manager is restricted from selling for 12 months following their purchase.

   --    The provision of ESG services now enshrined in the IMA. 

-- A new 18-month fixed term effective from the date of the General Meeting after which the Company would have a two-year rolling notice.

The Manager is a related party of the Company under Chapter 11 of the FCA's Listing Rules and the proposed amendments to the term of the IMA constitute a smaller related party transaction under Listing Rule 11.1.10R. The information in this announcement is being notified pursuant to Listing Rule 11.1.10(c)R.

Whilst the Company is not required to obtain Shareholder approval in relation to the proposed amendments, it is giving Shareholders the opportunity to approve them as a matter of good corporate governance. Therefore, the proposed amendments to the IMA are conditional upon the approval of Shareholders at a general meeting. A circular related to the changes is expected to be published on or around 7 October 2022 which will contain further details on the General Meeting.

Robert Orr, Chairman of the Company, commented:

"We have worked closely with the Manager to identify ways to both reduce costs and to ensure that we have the skills and resources in place to deliver returns to our shareholders over the long term. The proposed amendments to the IMA are intended to achieve this through a reduction in the Manager's fee, as well as providing additional security to the Company through greater contractual certainty with the Manager.

The Board believes the revised IMA supports the delivery of the Company's strategic objectives and is in the best interests of shareholders."

Phil Redding, Fund Manager of the Company, commented:

"The amendments to the IMA will help deliver our key short term priorities of reducing costs and providing for a covered dividend. The portfolio remains in great shape based on its high-quality assets with strong ESG credentials and inbuilt inflation protection. The business is underpinned by a strong financial position with no debt refinancing needed before 2025 and a low cost of debt either fixed or capped.

Investment markets have weakened recently, largely due to European interest rates increasing in response to inflation. However, occupational markets remain strong, with rental growth continuing to be generated across our markets.

I am excited to be taking the business forward, optimising the portfolio and driving further income growth."

(1) Revised Fee Structure

 
            CURRENT                                                     PROPOSED 
            Basic NAV                     Annual                        Basic NAV                     Annual 
                                          Management                                                  Management 
                                          Fee                                                         Fee 
                                          (% of Basic NAV)                                            (% of Basic NAV) 
                              ----------------------------  ---------------------------  ----------------------------- 
            Up to and                                                   Up to and 
             including                                                  including 
             EUR500mn                     1.30%                         EUR1bn                       1.00% 
                              ----------------------------  ---------------------------  ----------------------------- 
            Above EUR500mn 
             and up to and 
             including 
             EUR2bn                       1.15%                         Above EUR1bn                 0.75% 
                              ----------------------------  ---------------------------  ----------------------------- 
            Above EUR2bn                  1.00% 
                              ----------------------------  ---------------------------  ----------------------------- 
 

(2) An element of the property management fee is not recoverable from the tenants. These fees currently total c. EUR 450,000 per annum (0.04% of NAV).

For further information please contact:

Tritax Group

+44 (0) 20 8051 5070

Phil Redding

Mehdi Bourassi

Jo Blackshaw (Investor Relations)

Barclays Bank plc (Joint Corporate Broker and Financial Adviser)

+44 (0)20 7623 2323

Andrew Tusa

Bronson Albery

Edouard Asselin

Jefferies International Limited (Joint Corporate Broker and Financial Adviser)

+44 (0) 20 7029 8000

Ed Matthews

Gaudi Le Roux

Akur Limited (Joint Financial Adviser)

+44 (0) 20 7493 3631

Anthony Richardson

Siobhan Sergeant

Kekst CNC (Media enquiries)

Neil Maitland/Tom Climie

07971 578 507 / 07760 160 248

tritax@kekstcnc.com

The Company's LEI is: 213800HK59N7H979QU33.

Notes:

Tritax EuroBox plc invests in and manages a diversified portfolio of well-located Continental European logistics real estate assets that are expected to deliver an attractive capital return and secure income to shareholders. These assets fulfil key roles in the logistics and distribution supply-chain focused on the most established logistics markets and on the major population centres across core Continental European countries.

The Company's Manager, Tritax Management LLP, has assembled a full-service European logistics asset management capability including specialist "on the ground" asset and property managers with strong market standings in the Continental European logistics sector.

Further information on Tritax EuroBox plc is available at www.tritaxeurobox.co.uk

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

MSCFSMESIEESEIS

(END) Dow Jones Newswires

October 06, 2022 02:00 ET (06:00 GMT)