Result of PlacingRead more
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLIC RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, BY ANY MEANS OR MEDIA IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, ISRAEL, 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 (AS DEFINED BELOW). PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT HAS BEEN DETERMINED TO CONTAIN INSIDE INFORMATION.
24 May 2019
Tritax EuroBox plc
RESULT OF PLACING
The Board of Directors (the “Board”) of Tritax EuroBox plc (tickers: EBOX (Sterling) and BOXE (Euro)) is pleased to announce it has successfully raised gross proceeds of €135 million (c.£119.1 million) pursuant to the placing (the “Placing”) of new Ordinary Shares in the capital of the Company (the “Placing Shares”) pursuant to the Company’s Placing Programme announced on 21 May 2019.
A total of 122,727,273 Placing Shares have been placed by Jefferies International Limited (“Jefferies”) and Kempen & Co N.V. (“Kempen”) with new and existing institutional investors at a price of €1.10 per Placing Share. The Sterling equivalent placing price has been fixed at 97.02 pence per Placing Share, based on the Relevant Sterling Exchange Rate of 0.8820.
Applications have been made for all of the Placing Shares to be admitted to the premium listing segment of the Official List of the UK Financial Conduct Authority (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 Placing Shares will commence, at 8:00 am on 29 May 2019.
The Placing Shares, when issued, will rank pari passu with the existing Ordinary Shares including the right to receive all dividends and other distributions declared, made or paid after the date of issue, including full entitlement to the third interim dividend expected to be declared in respect of the period from 1 April to 30 June 2019.
Immediately following Admission, the Company’s issued share capital will consist of 422,727,273 Ordinary Shares with voting rights. The Company does not hold any shares in treasury. Therefore, following Admission, the total number of voting rights in the Company will be 422,727,273. 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 Guidance and Transparency Rules.
Nick Preston, Fund Manager of Tritax EuroBox plc, commented:
“We are pleased with the support that this Placing has received from existing shareholders and a range of new investors, despite challenging market conditions. Since its IPO in July 2018, the Company has completed the acquisition of eight prime Continental European logistics real estate assets and this fundraising will allow the Company to further strengthen and diversify its portfolio. We look forward to deploying the proceeds of this fundraising into our high quality investment pipeline and identified asset management initiatives in the near term.”
For further information, please contact:
+44 (0) 20 7290 1616
Jefferies International Limited (Joint Global Coordinator, Joint Bookrunner and Joint Financial Adviser)
+44 (0) 20 7029 8000
Kempen & Co N.V. (Joint Global Coordinator, Joint Bookrunner and Joint Financial Adviser)
Thomas ten Hoedt
+31 (0) 20 348 8500
Maitland/AMO (Communications Adviser)
+44 (0) 20 7379 5151
SEDOL (in respect of Ordinary Shares traded in Sterling) BG382L7
Ticker (in respect of Ordinary Shares traded in Sterling) EBOX
SEDOL (in respect of Ordinary Shares traded in Euro) BG43LH0
Ticker (in respect of Ordinary Shares traded in Euro) BOXE
Tritax EuroBox plc invests and manages a well-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.
Occupier demand for Continental European logistics assets is in the midst of a major long-term structural change principally driven by the growth of e-commerce. This is evidenced by technological advancements, increased automation and supply-chain optimisation, set against a backdrop of resurgent economic growth across much of Continental Europe.
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. The appointed asset managers Logistics Capital Partners and Dietz AG are logistics specialists and offer the Company exposure to high quality asset management expertise and access to their respective development pipelines, providing acquisition opportunities across Continental Europe.
The Company is targeting, on a fully invested and geared basis, an initial Ordinary Share dividend yield of 4.75% p.a.1, which is expected to increase progressively through regular indexation events inherent in underlying lease agreements and by increasing rents through asset management initiatives, and a total return on the Ordinary Shares of 9.0% p.a.1 over the medium-term. The Company intends to pay dividends on a quarterly basis with shareholders able to receive dividends in Sterling or Euro.
Further information on Tritax EuroBox plc is available at www.tritaxeurobox.co.uk
The Company’s LEI is: 213800HK59N7H979QU33.
1 Euro denominated returns, by reference to IPO issue price. These are targets only and not profit forecasts. There can be no assurances that these targets will be met and they should not be taken as indications of the Company’s expected or actual future results. Accordingly, potential investors should not place any reliance on the target in deciding whether or not to invest in the Company and should not assume that the Company will make any distributions at all and should decide themselves whether or not the target is reasonable or achievable.
This announcement (the “Announcement“) has been issued by and is the sole responsibility of the Company.
The information contained within this Announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (Regulation 596/2014). Upon the publication of this Announcement via a Regulatory Information Service (“RIS“) this inside information is now considered to be in the public domain.
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, collectively, the “United States“), Australia, Canada, Israel, 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. The Placing and the distribution of this Announcement and other information contained herein 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 the restrictions may constitute a violation of the securities laws of any such jurisdiction.
This Announcement is an advertisement and does not constitute a prospectus. This Announcement is for information purposes only and 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 subscribe for or to acquire, any ordinary shares of €0.01 each in the capital of the Company (“Ordinary Shares“) in any jurisdiction, including in or into the United States, Australia, Canada, Israel, Japan, New Zealand or the Republic of South Africa, where to do so would be unlawful. Investors should not subscribe for or purchase any Ordinary Shares except on the basis of information publicly announced to a RIS by or on behalf of the Company on or prior to the date of this Announcement.
No public offering of the Placing Shares is being made in the United States, United Kingdom, Australia, Canada, Israel, Japan, New Zealand, the Republic of South Africa, or elsewhere.
This Announcement is directed only at: (a) persons in member states of the European Economic Area (the “EEA“) who are qualified investors within the meaning of article 2(1)(e) of EU Directive 2003/71/EC and amendments thereto (the “Prospectus Directive“) (“Qualified Investors“), (b) if in the United Kingdom, persons who: (i) have professional experience in matters relating to investments who fall within the definition of “investment professionals” in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order“), or are high net worth companies, unincorporated associations or partnerships or trustees of high value trusts as described in article 49(2) of the Order; and (ii) are “qualified investors” as defined in section 86 of the Financial Services and Markets Act 2000, as amended (the “FSMA“), and (c) otherwise, to persons to whom it may otherwise be lawful to communicate it (all such persons together being referenced to as “relevant persons“). Any investment in connection with the Placing will only be available to, and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this Announcement or any of its contents.
The Placing Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the “US Securities Act“), or any securities laws of any state or other jurisdiction of the United States and may not be offered or sold, resold, transferred or delivered, directly or indirectly within, into or in the United States or to or for the account or benefit of US persons (as defined in Regulation S under the US Securities Act) (“US Persons“): (i) except to “qualified institutional buyers” as defined in Rule 144A under the US Securities Act that are also “qualified purchasers” within the meaning of section 2(a)(51) of the US Investment Company Act of 1940, as amended (the “Investment Company Act“) and the rules thereunder and who have been provided a US investor letter; or (ii) unless registered under the US Securities Act or pursuant to an exemption from or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with applicable state law. There will be no public offer of the Ordinary Shares in the United States. The Company has not been and will not be registered under the Investment Company Act, and investors will not be entitled to the benefits of the Investment Company Act. The Placing Shares are also being offered and sold outside the United States to Non-US Persons in accordance with Regulation S under the US Securities Act.
The Placing Shares have not been and will not be registered under the applicable securities laws of any state, province or territory of Australia, Canada, Israel, Japan, New Zealand or the Republic of South Africa. Subject to certain exceptions, the Placing Shares may not be offered or sold in Australia, Canada, Israel, Japan, New Zealand or the Republic of South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Israel, Japan, New Zealand or the Republic of South Africa.
Jefferies, which is authorised and regulated in the United Kingdom by the UK Financial Conduct Authority, and Kempen, which is authorised and regulated by the Netherlands Authority for Financial Markets, are acting exclusively for the Company and no one else in connection with the Placing and Admission. Neither Jefferies nor Kempen will 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 Placing, Admission, the contents of this Announcement or any transaction, arrangement or other matter referred to herein.
This Announcement is being issued by and is the responsibility of the Company. None of Jefferies, Kempen or the Manager, or any of their operating partners, co-investors and joint venture partners, or any of their respective parent or subsidiary undertakings, or the subsidiary undertakings of any such parent undertakings, or any of such person’s respective directors, officers, employees, agents, affiliates or advisers or any other person (“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 this Announcement) or any other information relating to the Company, the Manager, their respective 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 Manager, Jefferies, Kempen and their respective affiliates accordingly disclaim all and any liability whatsoever 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. No representation or warranty, express or implied, is made by the Manager, Jefferies and/or Kempen or any of their respective affiliates as to the accuracy, fairness, completeness or sufficiency of the information contained in this Announcement.
In connection with the Placing, Jefferies, Kempen and any of their respective affiliates, acting as an investor for its or their own account(s), may acquire Placing Shares and, in that capacity, may retain, purchase, sell, offer to sell or otherwise deal for its or their own account(s) in such securities of the Company, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references to Placing Shares being 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, Kempen and any of their respective affiliates acting as an investor for its or their own account(s). Neither Jefferies, Kempen nor any of their respective affiliates intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so. In addition, in connection with the Placing, Jefferies and Kempen may enter into financing arrangements with investors, such as share swap arrangements or lending arrangements where Placing Shares are used as collateral, that could result in Jefferies and Kempen acquiring shareholdings in the Company.
This Announcement does not constitute a recommendation concerning the proposed Placing. 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. Information in this Announcement or any of the documents relating to the proposed Placing cannot be relied upon as a guide to future performance. 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. 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.
This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by either of the Joint Bookrunners.
Certain statements in this Announcement are, or may be deemed to be, forward-looking statements which are based on the Company’s expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as “anticipates”, “believes”, “estimates”, “expects”, “intends”, “may”, “plans”, “projects”, “seeks”, “aims”, “should” or “will” or, in each case, their negative or other variations or similar expressions.
These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Announcement and include, but are not limited to, statements regarding the Company’s intentions, beliefs or current expectations concerning, among other things, the Company’s results of operations, financial position, prospects, growth, target total return, investment strategy, financing strategies, and the development of the industries in which the Company’s businesses operate. Such forward-looking statements involve unknown risks, uncertainties and other factors, which may cause the actual results of operations, performance or achievement of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. In addition, even if the Company’s results of operations, financial position and growth, and the development of the market and the industry in which the Company operates, 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.
Given these uncertainties, prospective investors are cautioned not to place any undue reliance on such forward-looking statements. These forward-looking statements speak only as at the date of such statements. Except as required by applicable law, none of the Company, the Manager, Jefferies or Kempen or their respective affiliates assumes any obligation or undertaking to update, review or revise any forward looking statements contained in this Announcement whether as a result of new information, future developments or otherwise.
The Placing Shares will not be admitted to trading on any stock exchange other than the London Stock Exchange.
Neither the content of the Company’s website nor any website accessible by hyperlinks on the Company’s website is incorporated in, or forms part of, this Announcement.
Information to Distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II“); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements“), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment“). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Jefferies and Kempen will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Placing Shares and determining appropriate distribution channels.
Marketing disclosures pursuant to AIFMD (as defined below)
The Company is an externally managed alternative investment fund and has appointed the Manager as its alternative investment fund manager. In accordance with Article 32 of Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers (“AIFMD“), the Manager has been given clearance by the Financial Conduct Authority (“FCA“) to market the Placing Shares to professional investors in Belgium, Denmark, Finland, France, Germany, Ireland, Italy, Luxembourg, The Netherlands, Norway, Sweden and the United Kingdom, in accordance with AIFMD and the laws, rules and regulations implementing AIFMD in the United Kingdom, including without limitation the Alternative Investment Fund Managers Regulations 2013 (No. 1173/2013) and the Investment Funds Sourcebook of the FCA (the “UK AIFMD Rules“).
Pursuant to Article 23 of AIFMD and the applicable UK AIFMD Rules, the Manager is required to make available to persons in the European Union who are invited to and who choose to participate in the Placing, by making an oral or written offer to subscribe for Placing Shares, including any individuals, funds or others on whose behalf a commitment to subscribe for Placing Shares is given (the “Placees“) certain information (the “Article 23 Disclosures“). For the purposes of the Placing, the Manager has made the Article 23 Disclosures available to Placees in the ‘Investor – Company Information’ section of the Company’s website at:
PRIIPs (as defined below)
In accordance with the Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products (“PRIIPs”) and its implementing and delegated acts (the “PRIIPs Regulation“), the Manager has prepared a key information document (the “KID”) in respect of the Ordinary Shares. The KID is made available by the Manager to retail investors prior to them making an investment decision in respect of the Ordinary Shares at www.tritaxeurobox.co.uk.
If you are distributing Ordinary Shares, it is your responsibility to ensure that the KID is provided to any clients that are retail clients.
The Manager is the only manufacturer of the Ordinary Shares for the purposes of the PRIIPs Regulation and none of the Company, Jefferies or Kempen are manufacturers for these purposes. None of the Company, Jefferies or Kempen makes any representations, express or implied, or accepts any responsibility whatsoever for the contents of the KID prepared by the Manager nor accepts any responsibility to update the contents of the KID in accordance with the PRIIPs Regulation, to undertake any review processes in relation thereto or to provide the KID to future distributors of Ordinary Shares. Each of the Company, Jefferies and Kempen and their respective affiliates accordingly disclaim all and any liability whether arising in tort or contract or otherwise which it or they might have in respect of the key information documents prepared by the Manager. Investors should note that the procedure for calculating the risks, costs and potential returns in the KID are prescribed by laws. The figures in the KID may not reflect actual returns for the Company and anticipated performance returns cannot be guaranteed.