TIDMBBOX
RNS Number : 4681N
Tritax Big Box REIT plc
30 September 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS
RESTRICTED AND IS 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, HONG KONG, 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 OF THIS ANNOUNCEMENT.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
30 September 2021
TRITAX BIG BOX REIT PLC
(the " Company " and, together with its subsidiaries, the
"Group")
Result of Issue
Further to the announcement on 29 September 2021, the Board of
Directors (the "Board") of Tritax Big Box REIT plc (ticker: BBOX),
a leading investor in and developer of high-quality large scale
logistics real estate in the UK , is pleased to announce the
results of the placing of new Ordinary Shares (the "Placing"), the
retail offer of new Ordinary Shares via the PrimaryBid platform
(the "Retail Offer") and the direct subscription for new Ordinary
Shares by certain Directors (the "Subscriptions") (together the
"Issue").
A total of 147,058,823 new Ordinary Shares will be issued
pursuant to the Issue, raising gross proceeds of GBP300 million.
The new Ordinary Shares have been issued at a price of 204 pence
per Ordinary Share (the "Placing Price"), representing a discount
of 5.3 per cent. to the closing price on 29 September 2021 of
215.40 pence per Ordinary Share. The Placing was significantly
oversubscribed with considerable support from existing
shareholders.
144,474,980 new Ordinary Shares will be issued pursuant to the
Placing and 2,544,966 new Ordinary Shares will be issued pursuant
to the Retail Offer.
Aubrey Adams and Karen Whitworth, Directors of the Company, as
well as Susan Laing, wife of Richard Laing, also a Director of the
Company, subscribed for, in aggregate, 38,877 new Ordinary Shares
in the Company, pursuant to the Placing or the Subscriptions, in
each case at the Placing Price.
Aubrey Adams, Chairman of Tritax Big Box REIT plc, said:
"We are delighted with the support of investors for the Issue,
the proceeds of which will enable us to accelerate o ur development
programme in order to capture the unprecedented levels of demand we
are seeing in our sector, and deliver attractive total returns to
shareholders. "
Application for Admission
Application has been made to the Financial Conduct Authority
("FCA") for the listing of the 147,058,823 new Ordinary Shares on
the premium listing segment of the Official List maintained by the
FCA and to London Stock Exchange plc ("LSE") for admission to
trading of the new Ordinary Shares on LSE's Main Market for listed
securities (together, "Admission"). It is expected that Admission
will take place at 8.00 am on 4 October 2021 and that dealings in
the new Ordinary Shares on the LSE's Main Market for listed
securities will commence at the same time.
Total Voting Rights
On Admission, the Company's issued share capital will consist of
1,867,781,310 Ordinary Shares with voting rights. This figure may
be used by Shareholders in determining the denominator for the
calculation by which they will establish if they are required to
notify their interest in, or a change to their interest in, the
Company under the FCA's Disclosure Guidance and Transparency
Rules.
The new Ordinary Shares issued in connection with the Issue will
be fully paid and will rank pari passu in all respects with each
other and with the existing ordinary shares of the Company,
including, without limitation, the right to receive all dividends
and other distributions declared, made or paid after the date of
issue.
The Placing was conducted through an accelerated bookbuild by
joint bookrunners, Jefferies International Limited ("Jefferies")
and J.P. Morgan Securities plc, which conducts its UK investment
banking activities as J.P. Morgan Cazenove ("J.P. Morgan
Cazenove"). Akur Limited ("Akur") is acting as joint financial
adviser to the Company.
The Placing is conditional, among other things, upon Admission
becoming effective and the Placing Agreement not being terminated
in accordance with its terms.
Capitalised terms used but not defined in this announcement have
the same meanings as set out in the announcement of the Company
released at 17:02 (UK time) on 29 September 2021.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Tritax Group +44 (0) 20 8051 5060
Colin Godfrey (CEO, Fund Management) bigboxir@tritax.co.uk
Frankie Whitehead (Finance Director)
Ian Brown (Investor Relations)
Jefferies International Limited (Joint
Global Coordinator and Joint Bookrunner)
Stuart Klein
Luca Erpici
Andrew Morris +44 (0) 20 7029 8000
J.P. Morgan Cazenove (Joint Global Coordinator
and Joint Bookrunner)
James Kelly
Barry Meyers
Paul Pulze
Jessica Murray +44 (0) 20 7742 4000
Akur Limited (Joint Financial Adviser)
Anthony Richardson
Siobhan Sergeant +44 (0) 20 7493 3631
Maitland/AMO (Communications Adviser) +44 (0) 7747 113 930
James Benjamin tritax-maitland@maitland.co.uk
NOTES
Tritax Big Box REIT plc (ticker: BBOX) is the only listed
vehicle dedicated to investing in very large logistics warehouse
assets ("Big Boxes") in the UK and is committed to delivering
attractive and sustainable returns for Shareholders. Investing in
and actively managing existing built investments, land suitable for
Big Box development and developments predominantly delivered
through pre-let forward funded basis, the Company focuses on large,
well-located, modern Big Box logistics assets, 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 supply
of Big Boxes.
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 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 plc is available at
www.tritaxbigbox.co.uk
The Company's LEI is: 213800L6X88MIYPVR714
Important information
This Announcement is not for release, publication or public
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") or to US persons (as defined in Regulation S under the US
Securities Act (as defined below) ("Regulation S")) or into
Australia, Canada, Hong Kong, the Republic of South Africa ("South
Africa"), New Zealand or Japan or any other jurisdiction where such
distribution or offer is unlawful except as set out below. Any
failure to comply with the foregoing restrictions may constitute a
violation of US securities and other laws.
This Announcement is for information purposes only and does not
contain or constitute an offer for sale of, or the solicitation of
an offer or an invitation to buy or subscribe for, Placing Shares
to any person in the United States, Australia, Canada, Hong Kong,
South Africa, New Zealand or Japan or in any jurisdiction to whom
or in which such offer or solicitation is unlawful.
The distribution of this Announcement may be restricted or
prohibited by law in certain jurisdictions, and accordingly it is
the responsibility of any person into who views the Announcement or
other information referred to herein to inform themselves about and
observe such restrictions. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
any such jurisdiction. None of the Company, Tritax, Akur,
Jefferies, JPMC or any other person accepts liability to any person
in relation thereto.
No public offering of the Placing Shares is being made in the
United States, United Kingdom, Australia, Canada, Hong Kong, South
Africa, New Zealand, Japan or elsewhere.
No prospectus will be made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with the EU Prospectus Regulation or UK
Prospectus Regulation (each as defined below)) to be published.
This Announcement is directed only at persons whose ordinary
activities involve them acquiring, holding, managing and disposing
of investments (as principal or agent) for the purposes of their
business and who have professional experience in matters relating
to investments and are: (A) if in a member state of the European
Economic Area ("EEA"), "qualified investors" as defined in Article
2(e) of Regulation (EU) 2017/1129 (the "EU Prospectus Regulation");
or (B) if in the United Kingdom, "qualified investors" as defined
in Article 2(e) of Regulation (EU) 2017/1129, as it forms part of
domestic law pursuant to the European Union (Withdrawal) Act 2018
(the "UK Prospectus Regulation") who also (a) fall within Article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order") (investment
professionals); (b) fall within Article 49(2)(a) to (d) (high net
worth companies, unincorporated associations, etc.) of the order;
(C) in New Zealand only to persons who are wholesale investors
within the meaning of clauses 37 to 40 of schedule 1 of the
Financial Markets Conduct Act 2013 (FMC Act) or who is an eligible
investor within the meaning of clause 41 of Schedule 1 of the
FMC Act and has delivered to the Company the necessary eligible
investor certificate in accordance with clauses 41, 43 and 46 of
Schedule 1 of the FMC Act; (D) in Australia only to persons who are
(i) either a "sophisticated investor" within the meaning of section
708(8) of the Corporations Act 2001 (Cth) ("Corporations Act") or a
"professional investor" within the meaning of section 9 and section
708(11) of the Corporations Act; and (ii) a "wholesale client" for
the purposes of section 761G(7) of the Corporations Act (and
related regulations) who has complied with all relevant
requirements in this respect; (E) "professional investors" in Hong
Kong under the Securities and Futures (Professional Investor) Rules
made under the Securities and Futures Ordinance of Hong Kong; (F)
in Israel only to investors who are listed in the first supplement
(the "First Supplement") of the Israeli Securities Law, 5728-1968,
as amended (the "Israeli Securities Law); or (G) are persons to
whom it is otherwise lawful to communicate it to, (all such persons
in (A) to (G) together being referred to as "Relevant Persons").
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 any person who is not a Relevant Person or who does not
have professional experience in matters relating to investment
should not act or rely on this Announcement.
Marketing of the Shares for the purposes of the Directive
2011/61/EU (the "AIFM Directive") and/or a third party on its
behalf mentioned herein will only take place in an EEA member state
if the Company is appropriately registered or has otherwise
complied with the requirements under the AIFM Directive (as
implemented in the relevant EEA Member State) necessary for such
marketing to take place. The Company may only market the Shares in
the following territories of the EEA: Belgium, Ireland,
Netherlands, Sweden, Luxembourg and Sweden.
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.
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 (the "Securities Act"), and may not be offered or sold in
the United States, or to, or for the account or benefit of, U.S.
persons (as defined in Regulation S under the Securities Act)
except pursuant to an applicable exemption from, or a transaction
not subject to, the registration requirements of the Securities Act
and under circumstances that would not require the Company to
register under the Investment Company Act. and in accordance with
any applicable securities laws of any state or other jurisdiction
of the United States. There will be no public offering of
securities referred to herein in the United States.
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 the 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.
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, Hong Kong, South Africa, New
Zealand or Japan. Subject to certain exceptions, the Placing Shares
may not be offered or sold in Australia, Canada, Hong Kong, South
Africa, New Zealand or Japan or to, or for the account or benefit
of, any national, resident or citizen of Australia, Canada, Hong
Kong, South Africa, New Zealand or Japan.
This Announcement does not constitute, or purport to include the
information required of, a disclosure document under Chapter 6D of
the Australian Corporations Act 2001 (the "Corporations Act") or a
product disclosure statement under Chapter 7 of the Corporations
Act and will not be lodged with the Australian Securities and
Investments Commission. No offer of securities is made pursuant to
this Announcement in Australia except to a person who is (i) either
a "sophisticated investor" within the meaning of section 708(8) of
the Corporations Act or a "professional investor" within the
meaning of section 9 and section 708(11) of the Corporations Act;
and (ii) a "wholesale client" for the purposes of section 761G(7)
of the Corporations Act (and related regulations) who has complied
with all relevant requirements in this respect. No Placing Shares
may be offered for sale (or transferred, assigned or otherwise
alienated) to investors in Australia for at least 12 months after
their issue, except in circumstances where disclosure to investors
is not required under Part 6D.2 of the Corporations Act.
No prospectus has been lodged with, or registered by, the
Australian Securities and Investments Commission; and the Placing
Shares have not been, and nor will they be, registered under or
offered in compliance with the securities laws of any state,
province or territory of Australia. Accordingly, the Placing Shares
may not (unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Australia or any other jurisdiction outside
the United Kingdom or to, or for the account or benefit of any
national, resident or citizen of Australia.
No document has been registered, filed with or approved by any
New Zealand regulatory authority under the Financial Markets
Conduct Act 2013 (New Zealand) (the "FMC Act"). The Placing Shares
are not being offered or sold in New Zealand (or allotted with a
view to being offered for sale in New Zealand) other than to a
person who (i) is an investment business within the meaning of
clause 37 of Schedule 1 of the FMC Act; (ii) meets the investment
activity criteria specified in clause 38 of Schedule 1 of the FMC
Act; (iii) is large within the meaning of clause 39 of Schedule 1
of the FMC Act; (iv) is a government agency within the meaning of
clause 40 of Schedule 1 of the FMC Act; or (v) is an eligible
investor within the meaning of clause 41 of Schedule 1 of the FMC
Act and has delivered to the Company the necessary eligible
investor certificate in accordance with clauses 41, 43 and 46 of
Schedule 1 of the FMC Act. Any person in New Zealand who subscribes
for Placing Shares will be deemed to have represented and warranted
to the Company that it is a wholesale investor under the FMC Act
falling within one of (i) to (v) above and further undertakes to
provide all applicable certificates under the FMC Act to the
Company.
The relevant clearances have not been, and nor will they be,
obtained from the securities commission or similar regulatory
authority of any province or territory of Canada. The offering of
the New Ordinary Shares is being made on a private placement basis
only in the provinces of British Columbia, Alberta, Manitoba,
Ontario and Quebec on a basis exempt from the requirement that the
Company prepare and file a prospectus with the relevant securities
regulatory authorities in Canada. No offer of securities is made
pursuant to this Announcement in Canada except to a person who has
represented to the Company and the Joint Bookrunners that such
person: (i) is purchasing as principal, or is deemed to be
purchasing as principal in accordance with applicable Canadian
securities laws, for investment only and not with a view to resale
or redistribution; (ii) is an "accredited investor" as such term is
defined in section 1.1 of National Instrument 45-106 Prospectus
Exemptions or, in Ontario, as such term is defined in section
73.3(1) of the Securities Act (Ontario); (iii) is a "permitted
client" as such term is defined in section 1.1 of National
Instrument 31-103 Registration Requirements, Exemptions and Ongoing
Registrant Obligations and (iv) is not an individual. Any resale of
the New Ordinary Shares acquired by a Canadian investor in this
offering must be made in accordance with applicable Canadian
securities laws, which may vary depending on the relevant
jurisdiction, and which may require resales to be made in
accordance with Canadian prospectus requirements, a statutory
exemption from the prospectus requirements, in a transaction exempt
from the prospectus requirements or otherwise under a discretionary
exemption from the prospectus requirements granted by the
applicable local Canadian securities regulatory authority. These
resale restrictions may under certain circumstances apply to
resales of the New Ordinary Shares outside of Canada.
In South Africa, this Announcement and the related Placing is
only for distribution to persons falling within the exemptions set
out in section 96(1)(a) or (b) of the South African Companies Act
71 of 2008 (as amended) (the "South African Companies Act") and to
whom this Announcement and related Placing will be specifically
addressed (the "South African Qualifying Investors").. As such, in
South Africa, this Announcement and the related Placing do not
constitute an offer for the sale of or subscription for, or the
solicitation of an offer to buy and/or to subscribe for the Placing
Shares to the public (as defined in the South African Companies
Act), and will not be distributed to any person in South Africa in
any manner which could be construed as an offer to the public in
terms of the South African Companies Act. Should any person who is
not a South African Qualifying Investor receive this Announcement
and the related Placing, they should not and will not be entitled
to acquire any shares or otherwise act thereon.
This Announcement does not, nor is it intended to, constitute a
prospectus prepared and registered under the South African
Companies Act. Accordingly, this Announcement does not comply with
the substance and form requirements for prospectuses set out in the
South African Companies Act and the South African Companies Act
Regulations of 2011 (as amended) and has not been approved by,
and/or registered with, the South African Companies and
Intellectual Property Commission, or any other South African
authority.
The information contained in this Announcement constitutes
factual information as contemplated in section 1(3)(a) of the South
African Financial Advisory and Intermediary Services Act No. 37 of
2002 (as amended) ("FAIS") and does not constitute the furnishing
of, any "advice" as defined in section 1(1) of FAIS. The
information contained in this Announcement should not be construed
as an express or implied recommendation, guidance or proposal that
any particular transaction is appropriate to the particular
investment objectives, financial situations or needs of a
prospective investor, and nothing in this Announcement should be
construed as constituting the canvassing for, or marketing or
advertising of, financial services in South Africa.
This Announcement does not constitute an offer to sell, or the
solicitation of an offer to buy, any security in Japan. The Placing
Shares have not been and will not be registered under the Financial
Instruments and Exchange Law of Japan (Law No.25 of 1948, as
amended) (the "FIEL") and no securities registration statement
under the FIEL has been filed. Accordingly, the Placing Shares may
not (unless an exemption of the registration requirement under the
FIEL is applicable) be offered, sold, resold or delivered, directly
or indirectly, in or into Japan or to, or for the account or
benefit of any national, resident or citizen of Japan.
The information provided herein does not constitute an offer of
Placing Shares in Switzerland pursuant to the Swiss Financial
Services Act ("FinSA") and its implementing ordinance. This is
solely an advertisement pursuant to FinSA and its implementing
ordinance for the Placing Shares.
The offer and marketing of the New Ordinary Shares in
Switzerland will be exclusively made to, and directed at, qualified
investors (the "Swiss Qualified Investors"), as defined in Article
10(3) of the Swiss Collective Investment Schemes Act in conjunction
with Article 4(4) of FinSA, i.e. institutional clients, at the
exclusion of professional clients with opting-out pursuant to
Article 5(3) FinSA ("Excluded Swiss Qualified Investors").
Accordingly, the Company has not been and will not be registered
with the Swiss Financial Market Supervisory Authority and no
representative or paying agent have been or will be appointed in
Switzerland. This Announcement and/or any other offering or
marketing materials relating to the Placing Shares may be made
available in Switzerland solely to Swiss Qualified Investors, at
the exclusion of Swiss Excluded Qualified Investors.
In Israel, the this Announcement is only for distribution to
persons who are listed in the First Supplement, consisting
primarily of joint investment in trust funds, provident funds,
insurance companies, banks, portfolio managers, investment
advisors, members of the Tel Aviv Stock Exchange, underwriters
purchasing for their own account, venture capital funds, entities
with shareholders' equity in excess of 50 million new Israeli
shekels and high net worth individuals who meet the qualifications
specified in the Israeli Securities Law, 5728 1968, as amended,
each as defined in the First Supplement (as it may be amended from
time to time, collectively referred to as the "Eligible
Investors"). Eligible Investors shall be required to submit a
written confirmation that they fall within the scope of the First
Supplement.
Any person in the UK or the EEA who acquires the Placing Shares
in any offer or to whom any offer of the Placing Shares is made
will be deemed to have represented and agreed that it is a Relevant
Person. Any investor will also be deemed to have represented and
agreed that any Placing Shares acquired by it in the offer have not
been acquired on behalf of persons in the UK or the EEA other than
Relevant Per-sons for whom the investor has authority to make
decisions on a wholly discretionary basis, nor have the Shares been
acquired with a view to their resale in the UK or the EEA to
persons where this would result in a requirement for publication by
the Company, Tritax, Akur, Jefferies or JPMC of a prospectus
pursuant to the UK Prospectus Regulation and the EU Prospectus
Regulation.
In connection with the Placing, the Joint Bookrunners and any of
their respective affiliates, acting as investors for their own
account, may take up a portion of the shares in the Placing as a
principal position and in that capacity may retain, subscribe for,
purchase, sell, offer to sell for their own accounts such shares
and other securities of the Company or 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, the Joint
Bookrunners and any of their respective affiliates acting in such
capacity. In addition, the Joint Bookrunners and any of their
respective affiliates may enter into financing arrangements
(including swaps) with investors in connection with which the Joint
Bookrunners and any of their respective affiliates may from time to
time acquire, hold or dispose of shares. The Joint Bookrunners do
not intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
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 proposed 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 does not purport to be all inclusive or to
contain sufficient information to support an investment decision
and speaks only as of the date hereof. 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 the document and are subject to change
and no representation or warranty, express or implied, is or will
be made in relation to, and no responsibility or liability is or
will be accepted by Akur, Jefferies, JPMC, Tritax or their
respective Affiliates as to, or in relation to, the accuracy,
reliability, or completeness of any information contained in this
Announcement and Akur, Jefferies, JPMC and Tritax (for themselves
and on behalf of their Affiliates) hereby expressly disclaim any
and all responsibility or liability (other than in respect of a
fraudulent misrepresentation) for the accuracy, reliability and
completeness of such information or for any loss howsoever arising,
directly or indirectly, from any use of such information or
otherwise arising in connection therewith. In addition, no duty of
care or otherwise is owed for any loss, cost or damage suffered or
incurred as a result of the reliance on such information or
otherwise arising in connection with this Announcement or on its
completeness, accuracy or fairness. This Announcement has not been
approved by any competent regulatory or supervisory authority.
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 returns set out in this Announcement are targets only. There is
no guarantee that any returns set out in this announcement can be
achieved or can be continued if achieved, nor that the Company will
make any distributions whatsoever. There may be other additional
risks, uncertainties and factors that could cause the returns
generated by the Company to be materially lower than the returns
set out in this Announcement. All projections, estimations,
forecasts, budgets or similar expressions in this Announcement are
illustrative exercises involving significant elements of judgement
and analysis and using the assumptions described herein, which
assumptions, judgements and analyses may or may not prove to be
correct. The actual outcome may be materially affected by changes
in e.g. economic and/or other circumstances. Therefore, in
particular, but without prejudice to the generality of the
foregoing, no representation or warranty is given as to the
achievability or reasonableness or any projection of the future,
budgets, forecasts, management targets or estimates, prospects or
returns. You should not do anything (including entry into any
transaction of any kind) or forebear to do anything on the basis of
this Announcement. Before entering into any arrangement, commitment
or transaction you should take steps to ensure that you understand
the transaction and have made an independent assessment of the
appropriateness of the transaction in light of your own objectives
and circumstances, including the possible risks and benefits of
entering into such a transaction.
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.
This Announcement is being issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by
Jefferies, J.P. Morgan Cazenove, Akur nor any of their respective
affiliates or agents (or any of their respective directors,
officers, employees or advisers) for the contents of the
information contained in this Announcement, or any other written or
oral information made available to or publicly available to any
interested party or its advisers, or any other statement made or
purported to be made by or on behalf of Jefferies, J.P. Morgan
Cazenove, Akur or any of their respective affiliates in connection
with the Company, the Placing Shares or the Placing and any
responsibility and liability whether arising in tort, contract or
otherwise therefore is expressly disclaimed. Jefferies, J.P. Morgan
Cazenove, Akur and their respective affiliates accordingly disclaim
all and any liability, whether arising in tort, contract or
otherwise (save as referred to above) in respect of any statements
or other information contained in this Announcement and no
representation or warranty, express or implied, is made by
Jefferies, J.P. Morgan Cazenove, Akur or any of their respective
affiliates as to the accuracy, fairness, verification, completeness
or sufficiency of the information contained in this Announcement
and nothing in this Announcement is, or shall be relied upon as, a
promise or representation in this respect, whether as to the past
or future.
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 FSMA) 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.
Jefferies, and Akur, which are each authorised and regulated in
the United Kingdom by the UK Financial Conduct Authority, are
acting exclusively for the Company and no one else in connection
with the Placing and Admission. Neither Jefferies , nor Akur 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.
J.P. Morgan Cazenove, which is authorised in the United Kingdom
by the Prudential Regulation Authority (the "PRA") and regulated by
the PRA and the Financial Conduct Authority (the "FCA"), is acting
for the Company and no-one else in connection with the Placing and
will not be responsible to anyone other than the Company for
providing the protections afforded to clients of J.P. Morgan
Cazenove nor for providing advice in relation to the Placing, the
contents of this Announcement or any transaction, arrangement or
other matter referred to herein.
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 Jefferies, J.P. Morgan Cazenove or
Akur.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the London
Stock Exchange.
Neither the content of the Company's website (or any other
website) nor any website accessible by hyperlinks on the Company's
website (or any other website) is incorporated in, or forms part
of, this Announcement.
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.tritaxbigbox.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 Ordinary Shares
have been subject to a product approval process, which has
determined that the New Ordinary 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
Ordinary Shares offer no guaranteed income and no capital
protection; and an investment in the New Ordinary 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.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Jefferies and J.P. Morgan Cazenove 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 is responsible for undertaking its own Target
Market Assessment in respect of the New Ordinary Shares and
determining appropriate distribution channels.
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
ROIFFFLVAFIAFIL
(END) Dow Jones Newswires
September 30, 2021 02:00 ET (06:00 GMT)
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