TIDMBBOX
RNS Number : 4464N
Tritax Big Box REIT plc
29 September 2021
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE UK VERSION OF REGULATION 2014/596/EU.
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES
NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE
FOR, ANY SECURITIES OF TRITAX BIG BOX REIT PLC.
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.
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE
PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS
AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN
779021)
29 September 2021
TRITAX BIG BOX REIT PLC
(the "Company" and, together with its subsidiaries, the
"Group")
Retail Offer by PrimaryBid
The Board of Directors (the "Board") of Tritax Big Box REIT plc
(ticker: BBOX), an investor in and developer of large scale
logistics real estate in the UK, today announces a conditional
retail offer for subscription via PrimaryBid (the "Retail Offer")
of new ordinary shares in the Company (the "Retail Shares") .
As separately announced earlier today, the Company is also
conducting a placing of new Ordinary Shares (the "Placing Shares")
to institutional investors through an accelerated bookbuild process
(the "Placing"). The Placing Shares are to be placed at a price to
be agreed between the Company and the Joint Bookrunners (as defined
below) following the closing of the accelerated bookbuild exercise
being undertaken in connection with the Placing (the "Placing
Price").
The issue price for the Retail Shares will be equal to the
Placing Price.
The Retail Offer and the Placing are conditional on the new
Ordinary Shares to be issued pursuant to the Retail Offer and the
Placing respectively being admitted to trading on the London Stock
Exchange's main market for listed securities ("Admission").
Applications for Admission will be made to the Financial Conduct
Authority for the New Ordinary Shares to be admitted to the premium
listing segment of the Official List and to the London Stock
Exchange. Admission is expected to be take place at 8.00 a.m. on 4
October 2021 .
The net proceeds of the Placing and the Retail Offer, together
with associated leverage and near-term disposals, are expected to
generate up to c.GBP530 million of additional funding capacity.
This will primarily be used to accelerate the Company's development
programme with a targeted timeframe for commitment over the next 12
months, comprising:
-- Up to c.GBP450 million of expected development capex, of
which c.50% is already committed or expected to be committed in the
near term, broadly split evenly across the following:
o Pre-let (or let during construction) development opportunities
targeting 2.2 million sq ft of construction activity
o Speculative development opportunities targeting 2.5 million sq
ft of construction activity; and
o Investment in land and infrastructure to bring forward new
schemes ready for future development; and
-- Up to c.GBP80 million allocated towards expected investment
and asset management capex targeting 0.5 million sq ft of new
space.
Retail Offer
The Company highly values its retail investor base and is
therefore pleased to provide private and other retail investors in
the UK the opportunity to participate in the Retail Offer by
applying exclusively through the PrimaryBid mobile app available on
the Apple App Store and Google Play. PrimaryBid does not charge
investors any commission for this service.
The Retail Offer, via the PrimaryBid mobile app, will be open to
individual investors in the UK only following the release of this
announcement. The Retail Offer is expected to close at the close of
the bookbuild. The Retail Offer may close early if it is
oversubscribed.
The Company reserves the right to scale back any order at its
discretion. The Company and PrimaryBid reserve the right to reject
any application for subscription under the Offer without giving any
reason for such rejection.
No commission is charged to investors on applications to
participate in the Retail Offer made through PrimaryBid. It is
vital to note that once an application for New Ordinary Shares has
been made and accepted via PrimaryBid, an application cannot be
withdrawn.
For further information on PrimaryBid or the procedure for
applications under the Retail Offer , visit www.PrimaryBid.com or
email PrimaryBid at enquiries@primarybid.com.
The New Ordinary Shares will be issued free of all liens,
charges and encumbrances and will, when issued and fully paid, rank
pari passu in all respects with the Company's existing Ordinary
Shares, including the right to receive all dividends and other
distributions declared, made or paid after the date of issue.
Dealing Codes
The dealing codes for the Ordinary Shares will be as
follows:
ISIN GB00BG49KP99
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SEDOL BG49KP9
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Ticker BBOX
------- -------------
T ritax Group +44 (0) 20 8051
Colin Godfrey (CEO, Fund Management) 5060
Frankie Whitehead (Finance Director) bigboxir@tritax.co.uk
Ian Brown (Investor Relations)
PrimaryBid Limited enquiries@primarybid.com
Fahim Chowdhury / James Deal
Maitland/AMO (Communications Adviser) +44 (0) 7747 113
James Benjamin 930
tritax-maitland@maitland.co.uk
Details of the Offer
The Company highly values its retail investor base which has
supported the Company alongside institutional investors over many
years. Given the longstanding support of retail shareholders, the
Company believes that it is appropriate to provide retail investors
the opportunity to participate in the Offer. The Company is
therefore making the Offer available exclusively through the
PrimaryBid mobile app.
It is a term of the Retail Offer that the total value of Retail
Shares available for subscription at the Placing Price does not
exceed EUR8 million (or the GBP equivalent), less the amount to be
subscribed by directors of the Company (or their connected
persons). Accordingly, the Company is not required to publish (and
has not published) a prospectus in connection with the Retail Offer
as it falls within the exemption set out in section 86(1)(e) and
86(4) of FSMA. The Retail Offer is only being made in the UK, and
is not being made in any jurisdiction where it would be unlawful to
do so. Persons who are resident or otherwise located outside of the
UK will not be eligible to register for participation in the offer
through PrimaryBid or subscribe for Retail Shares.
There is a minimum subscription of GBP250 per investor under the
terms of the Offer which is open to existing shareholders and other
investors subscribing via the PrimaryBid mobile app.
For further details please refer to the PrimaryBid website at
www.PrimaryBid.com . The terms and conditions on which the Offer is
made, including the procedure for application and payment for New
Ordinary Shares, is available to all persons who register with
PrimaryBid.
Investors should make their own investigations into the merits
of an investment in the Company. Nothing in this announcement
amounts to a recommendation to invest in the Company or amounts to
investment, taxation or legal advice.
It should be noted that a subscription for New Ordinary Shares
and investment in the Company carries a number of risks. Investors
should consider the risk factors set out on www.PrimaryBid.com
before making a decision to subscribe for New Ordinary Shares.
Investors should take independent advice from a person experienced
in advising on investment in securities such as the New Ordinary
Shares if they are in any doubt.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States. This
announcement 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.
Important information
This announcement is not for 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"),
Australia, Canada, Hong Kong, the Republic of South Africa ("South
Africa"), New Zealand or Japan or to US persons (as defined in
Regulation S under the US Securities Act (as defined below)
("Regulation S"). The distribution of this Announcement 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.
No public offering of the Retail 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 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, Retail 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.
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"), or to, or for the account or
benefit of, U.S. persons (as defined in Regulation S under the
Securities Act) and may not be offered or sold in the United
States, except pursuant to an applicable exemption from, or a
transaction not subject to, the registration requirements of the
Securities Act and in accordance with any applicable securities
laws of any state or other jurisdiction of 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 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 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 the document 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. 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.
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.
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 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.
The Retail Shares to be issued pursuant to the Retail Offer 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.
The UK Financial Conduct Authority has approved the marketing of
the Ordinary Shares in the UK in accordance with regulation 54 of
the UK Alternative Investment Fund Managers Regulations 2013, as
amended.
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END
MSCQKLFLFKLXBBD
(END) Dow Jones Newswires
September 29, 2021 12:39 ET (16:39 GMT)
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