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NOT FOR 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. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
4 July 2018
Tritax EuroBox plc is pleased to announce that it has successfully raised gross proceeds of £300 million (c.€339.3 million) pursuant to the placing, offer for subscription and intermediaries offer (“the Issue”) of ordinary shares in the capital of the Company (“Ordinary Shares”) as described in the prospectus published by the Company on 14 June 2018 (the “Prospectus”). The Issue was significantly oversubscribed beyond the maximum size of £300 million. Accordingly, a scaling back exercise has been undertaken with respect to applications received.
The Company will issue 300 million Ordinary Shares at an issue price of 100 pence per Ordinary Share (the “Issue Price”) pursuant to the Issue. The Euro equivalent Issue Price has been fixed at 113.11 cents per Ordinary Share, based on the Sterling to Euro spot exchange rate reported by Bloomberg at 7:30pm on 3 July 2018, which the Company has determined to be the “Relevant Euro Exchange Rate” as such term is defined in the Prospectus.
The Company intends to invest the net proceeds of the Issue in acquiring a portfolio of well-located Continental European logistics real estate assets, diversified by geography and tenant, that are expected to deliver an attractive capital return and secure income to shareholders.
Commenting on today’s announcement, Robert Orr, Chairman of Tritax EuroBox plc, said:
“We are delighted with the strong response from a broad range of high quality investors to our Initial Public Offering. We have a strong, identified pipeline of high quality, large scale logistics assets let to institutional grade tenants and we will now work towards deployment of the net proceeds providing our new shareholders with secure income and an attractive capital return.”
Nick Preston, Fund Manager of Tritax EuroBox plc, commented:
“The success of the Issue is a strong endorsement of the Manager’s track record and experience, placing us in an ideal position to capitalise on the significant investment opportunity that exists in the Continental European logistics real estate market. We welcome our new shareholders and look forward to working with them and seeking to deliver on our investment strategy.”
Application has been made for the Ordinary Shares to be admitted to trading on the specialist fund segment of the main market of the London Stock Exchange (“Admission”). It is expected that Admission will become effective and dealings in the Ordinary Shares will commence at 8:00am on 9 July 2018. The Ordinary Shares will trade under the tickers EBOX (in respect of Ordinary Shares traded in Sterling) and BOXE (in respect of Ordinary Shares traded in Euro). The Ordinary Shares will be registered with ISIN number GB00BG382L74.
Jefferies International Limited (“Jefferies”) and Kempen & Co N.V. (“Kempen”) are acting as joint global coordinators, joint bookrunners and joint financial advisers in relation to the Issue. Scott Harris UK Ltd (“Scott Harris”) is acting as intermediaries offer adviser.
Save to the extent otherwise defined herein, terms used in this announcement shall, unless the context otherwise requires, bear the meanings given to them in the Prospectus.
For further information, please contact:
Tel: +44 (0)20 7290 1616
Jefferies International Limited (Joint Global Coordinator, Joint Bookrunner and Joint Financial Adviser)
Tel: +44 (0)20 7029 8000
Kempen & Co N.V. (Joint Global Coordinator, Joint Bookrunner and Joint Financial Adviser)
Thomas ten Hoedt
Tel: +33 (0)20 348 8500
Scott Harris UK Limited (Intermediaries Offer Adviser)
Tel: +44 (0)20 7653 0030
Newgate Communications (PR Adviser to Tritax)
Tel: +44 (0)20 7680 6550
FORWARD LOOKING STATEMENTS
This announcement contains statements that are, or may be deemed to be, forward-looking statements, including, without limitation, statements containing the words “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 or by discussions of strategy, plans, objectives, goals, future events or intentions. 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, prospects for relationships with tenants and expectations for the Continental European real estate market. 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 this announcement.
Subject to its compliance with its legal and regulatory obligations (including under the Disclosure Guidance and Transparency Rules and Prospectus Rules), the Company undertakes no obligation to update or revise any forward-looking statement contained herein, nor will it publicly release any revisions it may make to these forward-looking statements, to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based. Each of Jefferies and Kempen, and their respective affiliates, expressly disclaims 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 contents of this announcement, which has been prepared and issued by and is the sole responsibility of the Company, has been approved by Jefferies solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended).
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, completeness or fairness. The material contained in this announcement 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.
Neither this announcement nor the information contained herein is 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, Israel, Japan, New Zealand, the Republic of South Africa, or any other jurisdiction where to do so might constitute a violation of applicable law. The initial public offering (the “IPO”) 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 these 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 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 in any jurisdiction, including in or into the United States, Australia, Canada, Israel, Japan, New Zealand or the Republic of South Africa. Investors should not subscribe for or purchase any Ordinary Shares except on the basis of information in the Prospectus. A copy of the Prospectus is available at the Company’s registered office and on the Company’s website (www.tritaxeurobox.co.uk). No information set out in this announcement is intended to form the basis of any contract of sale, investment decision or any decision to purchase shares in the Company.
The Ordinary Shares referred to in this announcement 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, sold, resold, transferred or delivered, directly or indirectly, in or into the United States or for the account or benefit of, US persons (as defined in Regulation S under the US Securities Act, except for qualified institutional buyers as defined in Rule 144A under the 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 “US Investment Company Act”), and the rules thereunder or 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 United States Investment Company Act, and investors will not be entitled to the benefits of the US Investment Company Act.
This announcement is only addressed to, and directed at, persons in member states of the European Economic Area (“EEA”) who are “qualified investors” within the meaning of Article 2(1)(e) of Directive 2003/71/EC and amendments thereto (together with any applicable implementing measures in any Member State, the “Prospectus Directive”) and otherwise to persons to whom it may otherwise lawfully be communicated (all such persons being referred to as “Relevant Persons”). Nothing in this announcement constitutes investment advice and this announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons, and will be engaged in only with such persons. Other persons should not rely or act upon this document or any of its contents. By accepting this announcement you represent and agree that you are a Relevant Person.
The offer and sale of Ordinary Shares has 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 Ordinary 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 this announcement or any future transaction in connection with it. Neither Jefferies nor Kempen is acting as adviser to any recipient of this announcement or will be responsible to any recipient of the announcement for providing the protections afforded to clients of any of them or for providing advice in connection with this announcement or matters referred to herein.
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 the 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 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.
In connection with the IPO, Jefferies, Kempen and any of their respective affiliates acting as an investor for its or their own account(s), may acquire Ordinary 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 IPO or otherwise. Accordingly, references in the Prospectus, once published, to the Ordinary Shares being issued, offered, acquired, subscribed or otherwise dealt with, should be read as including any issue or offer to, acquisition of, or subscription 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 IPO, Jefferies and Kempen may enter into financing arrangements with investors, such as share swap arrangements or lending arrangements where Ordinary 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 IPO. 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 Ordinary Shares, persons viewing this announcement should ensure that they fully understand and accept the risks that will be set out in the Prospectus. Information in this announcement or any of the documents relating to the proposed IPO cannot be relied upon as a guide to future performance. The IPO timetable including the date of Admission may be influenced by a range of circumstances such as market conditions. There is no guarantee that the IPO will occur and you should not base your financial decisions on the Company’s intentions in relation to the IPO 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.