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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, TO US PERSONS, 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 OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT HAS BEEN DETERMINED TO CONTAIN INSIDE INFORMATION.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR A PROSPECTUS-EQUIVALENT DOCUMENT. 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 RECOMMENDATION REGARDING ANY SECURITIES. ANY INVESTMENT DECISION MUST BE MADE EXCLUSIVELY ON THE BASIS OF THE PROSPECTUS REFERRED TO BELOW. A COPY OF THE PROSPECTUS IS AVAILABLE AT WWW.TRITAXEUROBOX.CO.UK.
5 March 2021
Result of Issue
The Board of Directors (the “Directors”) of Tritax EuroBox plc (tickers: EBOX (Sterling) and BOXE (Euro)) is pleased to announce the results of the Placing, Open Offer, Offer for Subscription and Intermediaries Offer (the “Issue”) of new ordinary shares in the Company (“New Ordinary Shares”) as described in the prospectus published by the Company on 19 February 2021 (the “Prospectus”).
Investor demand for the Issue has significantly exceeded the targeted size of approximately £173 million (€200 million). The Board, after careful consideration with the Manager and in consultation with its Joint Financial Advisers, has determined to increase the size of the Issue to approximately £198.4 million (€230 million) through the Placing Programme. In taking this decision the Board has taken into account the strength of the Manager’s near-term investment pipeline.
A total of 192,633,688 New Ordinary Shares will be issued at a price of 103 pence per New Ordinary Share (the “Issue Price”) pursuant to the Issue, of which 57,232,790 New Ordinary Shares will be issued pursuant to the Open Offer (including under the Excess Application Facility), 4,386,471 New Ordinary Shares will be issued pursuant to the Offer for Subscription, 3,206,663 New Ordinary Shares will be issued pursuant to the Intermediaries Offer and 127,807,764 New Ordinary Shares will be issued under the Placing.
The Euro equivalent Issue Price has been fixed at 119.3976 cents per New Ordinary Share, based on the Relevant Euro Exchange rate of 1.1592.
All valid applications under the Open Offer (including Excess Applications) have been met in full. Notwithstanding the increased size of the Issue, applications for the New Ordinary Shares exceeded the total number of shares to be issued and accordingly a scaling back exercise has been undertaken with respect to applications received pursuant to the Placing, the Offer for Subscription and the Intermediaries Offer.
Commenting on today’s announcement, Robert Orr, Chairman of Tritax EuroBox plc, said:
“We are delighted by the success of this oversubscribed Issue. On behalf of the Directors and the Manager I would like to thank existing shareholders for their strong support and welcome a range of new investors to the Company.”
Nick Preston, Fund Manager of Tritax EuroBox plc, commented:
“This fundraise will allow us to capitalise further on the significant opportunity that currently exists in the continental European logistics real estate market. In light of the strength of investor demand and reflecting our confidence in both the depth and near-term availability of our investment pipeline we have increased the size of the Issue. We look forward to updating investors as we execute on these exciting investment opportunities and further strengthen and diversify our portfolio.”
Jefferies International Limited (“Jefferies”) and Van Lanschot Kempen Wealth Management N.V. (“Kempen & Co”) acted as joint global coordinators, joint bookrunners and joint financial advisers in relation to the Issue. Akur Limited (“Akur”) acted as joint financial adviser.
Applications have been made for all of the New Ordinary 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”). The Issue remains conditional upon inter alia, the Resolutions relating to the Issue having been passed by the Company’s shareholders at the General Meeting (scheduled for 8 March 2021), the Placing Agreement becoming unconditional in all respects, and Admission becoming effective. It is expected that Admission will become effective, and that dealings in the Placing Shares will commence, at 8:00 am on 10 March 2021.
Immediately following Admission, the Company’s issued share capital will consist of 615,360,961 Ordinary Shares carrying one vote each. The Company does not hold any shares in treasury. Therefore, following Admission, the total number of voting rights in the Company will be 615,360,961. 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.
|General Meeting||11.00 a.m. on 8 March 2021|
|Announcement of the results of the General Meeting||8 March 2021|
|Admission and commencement of dealings of New Ordinary Shares on the London Stock Exchange||8.00 a.m. on 10 March 2021|
|CREST stock accounts credited (where applicable)||10 March 2021|
|Despatch of definitive share certificates (where applicable)||Week commencing 22 March 2021 (or as soon as possible thereafter)|
The dates and times specified above are subject to change. References to times are to London times unless otherwise stated.
The dealing codes for the Ordinary Shares are as follows:
|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|
Unless otherwise defined, capitalised terms used in this announcement shall have the same meaning as set out in the Prospectus.
For further information, please contact:
Jefferies International Limited (Sponsor, Joint Global Coordinator, Joint Bookrunner and Joint Financial Adviser)
+44 (0) 20 7029 8000
Van Lanschot Kempen Wealth Management N.V. (“Kempen & Co”) (Joint Global Coordinator, Joint Bookrunner and Joint Financial Adviser)
Thomas ten Hoedt
+31 (0) 20 348 8500
Akur Limited (Joint Financial Adviser)
+44 (0) 20 7493 3631
Maitland/AMO (Communications Adviser)
+44 (0) 7747 113 930
Further information on Tritax EuroBox plc is available at www.tritaxeurobox.co.uk
The Company’s LEI is: 213800HK59N7H979QU3
The information in this announcement is for background purposes only. This announcement is not an offer to sell or a solicitation of any offer to buy the Shares in the Company in the United States, Australia, Canada, New Zealand or the Republic of South Africa, Japan, or in any other jurisdiction where such offer or sale would be unlawful. This announcement does not constitute a prospectus and investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of information contained in the Prospectus and not in reliance on this announcement.
This communication is not for publication or distribution, directly or indirectly, in or into the United States of America. This communication is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.
The Company has not been and will not be registered under the U.S. Investment Company Act of 1940 (the “Investment Company Act”) and, as such, holders of the Shares will not be entitled to the benefits of the Investment Company Act. No offer, sale, resale, pledge, delivery, distribution or transfer of the Shares may be made except under circumstances that will not result in the Company being required to register as an investment company under the Investment Company Act.
The merits or suitability of any securities must be independently determined by the recipient on the basis of its own investigation and evaluation of the investment trust. Any such determination should involve, among other things, an assessment of the legal, tax, accounting, regulatory, financial, credit and other related aspects of the securities.
This announcement may not be used in making any investment decision. This announcement does not contain sufficient information to support an investment decision and investors should ensure that they obtain all available relevant information before making any investment. This announcement does not constitute and may not be construed as an offer to sell, or an invitation to purchase or otherwise acquire, investments of any description, nor as a recommendation regarding the possible offering or the provision of investment advice by any party. No information in this announcement should be construed as providing financial, investment or other professional advice and each prospective investor should consult its own legal, business, tax and other advisers in evaluating the investment opportunity.
Nothing in this announcement constitutes investment advice and any recommendations that may be contained herein have not been based upon a consideration of the investment objectives, financial situation or particular needs of any specific recipient.
The information and opinions contained in this announcement are provided as at the date of this announcement and are subject to change and no representation or warranty, express or implied, is or will be made in relation to the accuracy or completeness of the information contained herein and no responsibility, obligation or liability or duty (whether direct or indirect, in contract, tort or otherwise) is or will be accepted by the Company, the Manager, Jefferies, Kempen & Co or Akur or any of their affiliates or by any of their respective officers, employees or agents in relation to it. No reliance may be placed for any purpose whatsoever on the information or opinions contained in this announcement or on its completeness, accuracy or fairness. This announcement has not been approved by any competent regulatory or supervisory authority.
The Company has a limited trading history. Potential investors should be aware that any investment in the Company is speculative, involves a high degree of risk, and could result in the loss of all or substantially all of their investment. Results can be positively or negatively affected by market conditions beyond the control of the Company or any other person. The information in this announcement may include forward-looking statements, which are based on the current expectations and projections about future events and in certain cases can be identified by the use of terms such as “may”, “will”, “should”, “expect”, “anticipate”, “project”, “estimate”, “intend”, “continue”, “target”, “believe” (or the negatives thereon) or other variations thereon or comparable terminology. These forward-looking statements, as well as those included in any related materials, are subject to risks, uncertainties and assumptions about the Company, including, among other things, the development of its business, trends in its operating industry, and future capital expenditures and acquisitions. In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur. Prospective investors are cautioned not to place undue reliance on such forward-looking statements.
Each of the Company, the Manager, Jefferies, Kempen & Co or Akur and their affiliates and their respective officers, employees and agents expressly disclaim any and all liability which may be based on this announcement and any errors therein or omissions therefrom.
No representation or warranty is given to the achievement or reasonableness of future projections, management targets, estimates, prospects or returns, if any. Any views contained herein are based on financial, economic, market and other conditions prevailing as at the date of this announcement. The information contained in this announcement will not be updated.
This announcement does not constitute or form part of, and should not be construed as, any offer or invitation or inducement for sale, transfer or subscription of, or any solicitation of any offer or invitation to buy or subscribe for or to underwrite, any share in the Company or to engage in investment activity (as defined by the Financial Services and Markets Act 2000) in any jurisdiction 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. The price and value of securities and any income derived 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 New Shares, persons viewing this announcement should ensure they fully understand and accept the risks that will be set out in the Prospectus.
Prospective investors should take note that, unless the Company has consented to such acquisition in writing, the Company’s Shares may not be acquired by: (i) investors using assets of: (A) an “employee benefit plan” as defined in Section 3(3) of US Employee Retirement Income Security Act of 1974, as amended (“ERISA”) that is subject to Title I of ERISA; (B) a “plan” as defined in Section 4975 of the US Internal Revenue Code of 1986, as amended (the “US Tax Code”), including an individual retirement account or other arrangement that is subject to Section 4975 of the US Tax Code; or (C) an entity which is deemed to hold the assets of any of the foregoing types of plans, accounts or arrangements that is subject to Title I of ERISA or Section 4975 of the US Tax Code; or (ii) a governmental, church, non-US or other employee benefit plan that is subject to any federal, state, local or non-US law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the US Tax Code.
Jefferies and Akur, which are each authorised and regulated in the United Kingdom by the UK Financial Conduct Authority, and Kempen & Co, which is authorised and regulated by the Netherlands Authority for Financial Markets and the Dutch Central Bank, are acting exclusively for the Company and no one else in connection with the Issue and Admission. Neither Jefferies, Akur nor Kempen & Co 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 Issue, Admission, the contents of this Announcement or any transaction, arrangement or other matter referred to herein.
In accordance with the Packaged Retail and Insurance-based Investment Products Regulation (EU) No 1286/2014, the Key Information Document relating to the Company is available to investors at https://www.tritaxeurobox.co.uk/
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; (c) local implementing measures within the European Economic Area; and (d) local implementing measures in the United Kingdom as they form part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended, and regulations made under that Act (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 New Shares have been subject to a product approval process, which has determined that the New 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 New Ordinary Shares may decline and investors could lose all or part of their investment; the New Shares offer no guaranteed income and no capital protection; and an investment in the New 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 Issue and/or the Placing Programme. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners 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 New Ordinary Shares.
Each distributor (including the Intermediaries) is responsible for undertaking its own Target Market Assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.